EX-99.2 3 y01088exv99w2.htm EX-99.2: AMENDMENT OF PURCHASE OFFER EX-99.2
Exhibit 99.2
(PERSHING SQUARE LOGO)
February 11, 2009
Borders Group, Inc.
100 Phoenix Drive
Ann Arbor, MI 48108
Attention:   Mr. Ron Marshall,
President and Chief Executive Officer
AMENDMENT OF PURCHASE OFFER
Ladies and Gentlemen:
          Reference is made to our letter to you, dated as of April 9, 2008, as extended pursuant to our letter to you, dated as of December 22, 2008 and as amended pursuant to our letters to you, dated as of January 16, 2009 and January 27, 2009 (the “Purchase Offer Letter”). Capitalized terms used but not defined have the meanings specified in the Purchase Offer Letter.
          The reference in Section 1 of the Purchase Offer Letter to “5 calendar days” is hereby replaced with the term “3 calendar days.” The reference in Section 9(i) of the Purchase Offer Letter to “5th calendar day” is hereby replaced with the term “3rd calendar day.” For the avoidance of doubt, Seller may accept the purchase offer for the UK Business by executing and delivering irrevocable written notice of such acceptance to Buyer no later than 11:59 p.m. on February 13, 2009.
          The parties hereto agree to revise the form Stock Purchase Agreement attached as Exhibit A to the Purchase Offer Letter promptly prior to its execution and delivery in accordance with the provisions of the Purchase Offer Letter, so as to replace the reference to “fifth calendar day” in Section 1.3 with the term “third calendar day.”
          For the avoidance of doubt, the Purchase Offer Letter shall remain in full force and effect in accordance with its original terms, except as expressly amended or modified by this letter agreement.

 

 

          This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.
             
    Very truly yours,    
 
            
    PERSHING SQUARE CAPITAL MANAGEMENT, L.P.    
    By: PS Management GP, LLC, its General Partner    
 
            
 
  By:
Name: 		  /s/ William A. Ackman
 
William A. Ackman, Managing Member 		   
Agreed to and accepted this
11th day of February, 2009
BORDERS GROUP, INC.
         
By:
Name:
  /s/ Mark Bierley
 
Mark Bierley 		   
Title:
  Executive Vice President and Chief Financial Officer