2 (Ofii owm (10 TUnarap STATES BANKRUPTCY COURT Southern District of New York ‘Rael Debioe nde, ete as, Fit, ey Borders Group. inc. “Al Other Names wed by he DeGraw Byers ‘Goode mare, aden and de names}: None ‘A Gree Nan wae the Se Debor he as yas Goch arid, maida, an ade name) NA Teast or Sigs oF Sos, Sow or iniadal-Tapaye 1D (TIN Compl ET (Gog han ove, stat als ‘4586 Tat fur digi of Soe ex or dividual Txpayer TD. GNVComplae EIN fyerrtns sta 55 SO RO Ann Arbor, Michigan KAGE i DEB NG STH I, HT WK pon | TP OODEASTOS iy RGIS ooh Pcp Hao oS jashtenaw a Tai a Ren Oh Pra los a Basins Nia” zs Yes Aes oF Dior art Ram soe ees Yor roo] Yee oe ao Fe os ATE eco] i PA a Dai ae tom see ses o. Eco Typeatbeior (Form of Organization) (Chock ane box) Naare of Baines “hesk one box) (Hest care Business [1 Chopter7 Chapter 1s Peon for 1nd Gnchaes Joie Debio) TD Single Aste Rea Sse aséetinedin | C} Chapter Recognition ofa Frc Sou shit D on page 2 of tis form, M1USC 5 101618) ‘Chapter 11 Main Prceesing Corporation (includes LLC and LL?) Reiss Th Ghoper 121 Chapte 15 Patton for Pavesi Stockbroker Dl Chaper Recognition ofa Foreign Otter ce dettoris not ene ofthe above entties, | FE] Commodity Broker ‘Nonmain Proceeding chk his box and tat type fei below.) Clearing Bark Ger ‘Raters of Bebie etal (Choc one box) (Check be, applicable) (Debtors tx-exemt organization under Te 26 ofthe Unied Stes Code th Inna Revemve Coe). ‘Chapter af Hankropiey Cove Under Which ‘the Petition is ied (Check one box) Betas peimany consumer (hts, defod in USC. $101) ae Inoue yn Foil piety fora petona emily of house old puposs.” 1B Deter primarily tunes deb Tig Fee (Check one For) Fl Fling Fe othe. ing Fes tobe pi in intallment (applicable to inividuals only. Must tach Signed eplicaion forte cout» consideration ceiving tat the ddr Urabe fo ay fe except in instalments. Rue 160(E). See Ota Frm 3A. ng Fee waiver requests (pplcble to chapter 7 individually). Must, stich signed aplieation forthe cous cssieration. See Oil Foum 3B. “Chaise Ti Debiors Check one box: ‘Debtor sa small business debra fred in 1 USC. § 101(51D). Dettori ota all buses debtor as defined in 11 U S.C. § 101(S1D). heck Ea Debtorsaseregate noncontinget quiet debi (eching debts ovedto iesidrs or affine) ales than $265,300 (mount subject oat oe d/O/13 and every toe years thera. Check al applicable boxes: aa plant tng Sled with his pion. ‘Aceepanoes of the plan were ocd prepeliion from one or mere clases of eredtors in accordance with 11 USC, 4 L126. SuaisieaV Adair Taformalion Tals sACh STOR | —_Dsitocestmats tha ands wil be avalabe for eitribaton to unsecured reo, Cl _Bebtorestimates tat fer any exempt property is exchuded and adenistve expenses pi thae wil be no funds aval for dliribton to merce eed Tad Number of Ceo a a 5 o o 0 a o a fas $059 Tab-199 «200-999 roo. So. oo. 5.go1- SON Over spo toga ——«25}000 50,000 ‘o.oo ——_‘Yoeo00 Tainaiod Rais 0 a a Q Q 5 o Sto $0001 $0000) w $500,001 ST,ocq91 Sioeio.01 $50.007001 $109,000.00" $500,000,001 Mae than $50,000 $1000 $5000" fost SID WSS) tSI00. S500 taSTbillon Sion ‘ailion milion milion lin _ milion Exiaaied Dane o 69 o 5 o o Q a a Q Sto $5001 Son aotre $Song01 F1eco.01 FHogoo.oor $50.000001 $100,000,c01 $500.000,001 More han $50,000 $100000 $500000" WS! woSID—« HSS SIC T0$S00.—— oS ilion $1 on milion milion rilion __rllisn _ lionI (of Form 1) (40) Page ‘Voluntary Petition Tore Don (hspage nt be completed ond fled n vey cate) Borders Group, Inc. Ti sor Pasko Canes Fed Wii Lal cra re han ve aah SGT TS) Tata Nib Da Fe Wher Pied NONE iv. Tocaton ‘here Biea_N/A ra Date Fed eng Banapiey Case ed by ay Spouses Farner Aate of ts Debtor (i move an one, each adios Tne abate a Nar Dat Fed ‘SEE ANNEX 4 SENSING Datel Southem District of New York SEEANNex1 PENDING ane Ean (Tobe completed i dtr san aiidst (ote comple i dito i gud toprol eps (eg, forms 10K an 100) ‘honed are primary ensue és) Sith the Secures and Eschangs Commision puna oSaetion 13 er 15@) of he Stews Exchange Act of 1934 and requesting elie under chapter 11.) 1th attormey fr te petinsr med in he foregoing patton, deca that T Fave informed the petite hat for she) may poseed under hsp 7, 11 12, fF [Bef itl 11, Unis States Code ndtv expabed she reli evaable under ic such chap. [further cei that I have vr fo the debtor te notion requredty 1TUSC § 5420) Exhibit Ais atached and made a par ofthis petton. x gmat oy O_O) Exnbit ‘Does the debtor ow arkave posession of any prover tit pose ri elleged to pose thet of imminent and enifiable harm to pli ethos? C1 Yes, and Exbie is atached and made apart ofthis pston Bw. anit (Tote completed by ever individual debtor. I joint peton i led, ach spouse mast complet and atch seperate Exhibit) [Exhibit completed and signed ty he debtors tached and made part ofthis ptt Iisa jit ption {21 Exhitit ato complotd and signe bythe Joa detor is attached and made prt of his ption Information Regarding the Debtor - Venue (Caceleany apieabe box) Debtor has bem domiciled or hs ed a reson, principal pce of busines, o principe ast inthis Dist for {80 days immeditely ‘receding he dt ofthis ption or fos longe at of uch TBO day than in anyother Disc. [__Therina bankrupt ete concerning debtor's fie, genera pare, of prteship pending inhi Disvict. [Debtor ise debtor in foreln proceeding and hs ts rnp place of business o principal esses in th United Stats nti Dist. or hs fe pico place of business o sets ete Unie Sater bu ra defendant in an action or proceeding ina federal or state cout) in this Dis rte itr he patios wl be served in egud tthe elie ought in his Distt. Certification bya Debtor Who Resides ssa Tenant of Reside (Chock al pub bes) Property [1 Landlord asa jdementenis th debtor fr possesion of deen sidence. (IC bx checked, compe the following) ‘ae of andion at bined denen) aes lane) [D—_Dettorclan thatunde applicable nonbankruptey aw, here ae cteunstaces under which the tor would be permite cue the ‘mire nonay deel a ave rie to the judge! fr possesion, afer te judgment fer possession vas enlered, an [Deltora int with ti petition he depot wih the cou of any rent that woud become due during the 30-day period eta the ing ofthe pfion [__Debtorcerifes that hls bas srved the Landlord with his erifeton (11 U.C. § 36200).1 (Official Fore) 1/10 ‘Voluntary Petition (is page mast be copleted and fled in very cate Page 3 [BRR Ele, ne BignatereG) of ebior) Gnawiaual Tein | clare under penalty of pjury tht the information provide in this patton is true and conect [UF peidoner i an individual whoce debts are primarily consumer debts and has hose ile under chapee 7) Tam aware that | may proceed under chapter 7, 11,12 for 1) of thle 1, United Snes Coe, understand the cle valable under each Sich ‘has, and choose to proced under chapter. [Ufo tome represent me and no bankrapcy pation papa signs the pin) T hye oso and ead the notice required by 11 USC: § 3420). 1 requst elie in accordance withthe chpter af tle 11, United tates Code, sped in ths pedton x Signatare ofa Forsign Reprovniave 1 declare under penny of perury thatthe infomation provided in this petition is true ang eorech, tat {am the foreign ropresenatve of © debtor in 8 form proceed that Tam auborized ile tis ettion (Cheskenly one box) request lien aesrdance with chap 15 file Hl, ait States Code Ceifed cope oft documents required by 11 US.C. 5 1515 a atoched. 1D Pursuant to 11 USC. § 151, equest ele in scordance with the hap of ie I pened iis petton. A cxtiiet copy ofthe Crdersakingsecogaition of ths foreign man proceeding is ached x ‘Sigpaiae of Dobior ‘Cigar ot Feria Regret) x . a Sigrtre of ot Dobior ‘Bited Name of Ferien Roper) Signa of Now Atarney Banirapy Prion Preparer x I declveunder peal of xr tha (1)T am bakoopey petition repre TRSSOUREE BONER, Fores" Friedman LLP FBPBioadney ‘ “Naw York New Yor 1001s—— $f85b06-1700 ST ToL os ‘ina cae in wich § 70%X4)D) apes, ths igre alo consis a Curtain that he etorey bas no kowedge aera nq hat he aformation in tho sthodules is inocec., ‘stned in 11 USC 10; (2) prepared ths document fr compensation ad have provid te dbo with copy of tis document and the odes and infomation Fowuted vnder 10 USC. 9p 11000), UTE), abd. 42{b), and, Gif cles or fuislines have been promulgated pursmnt to HL US.C. §T10Q) seting & Foal foe for services charges by barley pelion pepe, have given the debtor eotie ofthe manu amon before preparing any document fo ling fos debtor or ssaping ny feo fom the deber, a8 Tequrd in tht section (Oneal For 19 is athed Fined Nae and ie, any, of Baap Pelivon Peper SeoalSeconby omber (Be banrupiey peilon proper Ir not an Individual, ene the SocalSecuity umber of the officer, princi, responsible person or pra of he bankruptcy petition prepare) (Required wyilUSc 5110) Signature of Debio (CorporatotPariaerabip) {deste under penalty of paar that th infomation provide in tis petition i tue td correct and tat {fave been auoeand to fle ts pettion on behalf ofthe ‘eon, oft 1, United States sa ‘errno “Tig gf Aathoried indivi! aes Bre Signature of bankrupt pettion preparer oof, pina, responsible person, ‘ox pre whose Social Security amber ie provided above. Names and Soci-Sceurty numbers of all fer individuals who prepared or Assisted i peparing thi document nls the barkrupty petion prepare isnot an ‘nda, Ie tore than one geron prepared tit document, atach addon sheets ‘conforming tthe aptepriat oficial fo foreach person, A bankeapey peton preparer’ file to comply withthe provision of te 11 ‘ood he Fedoal Rass of Banrapicy Procedire ma} res fines or tmerionnent both 11 USC § 110; 18 USC $156ANNEX 1 1. Each of the affiliated entities listed below has also filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York. Such entities shortly will file a motion requesting that their chapter 11 cases be consolidated for procedural purposes only and jointly administered. DEBTOR ENTITY CASENO, [DATE FILED Borders International Services, Ine. i February 16, 2011 Borders, Inc. i= February 16, 2011 Borders Direct, LLC i= February 16, 2011 Borders Properties, Inc. i i= February 16, 2011 Borders Online, Inc. ia ereeeee ee February 16, 2011 ‘Borders Online, LLC i= February 16, 2011 ‘BGP (UK), Limited 1 February 16, 2011‘Note Regarding Petition Each Debtor reserves all rights under the Bankruptey Code, the Federal Rules of Bankruptcy Procedure and the applicable local rules to amend its respective Voluntary Petition and any related lists, exhibits, schedules or statements at any time during these chapter 11 cases as cach may deem necessary or appropriate.UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK. Inre Chapter 11 BORDERS GROUP, INC., Case No. 11 Ga. Debtors. Goint Administration Pending) EXHIBIT “A” TO VOLUNTARY PETITION ‘The debtor has securities registered under Section 12 of the Securities and Exchange Act of 1934. The debtor’s SEC file number is 001-13740. The following financial data is the latest available information and refers to the debtor’s condition as of December 25, 2010, Total Assets $1,275,430,500.00 b. Total Debts $1,293,112,600.00 c. Debt securities held by more than 500 holders. Approximate ‘Number of Amount Holders secured ([] unsecured [] subordinated [] NONE aaa d. Numbers of shares of preferred stock NONE ¢, Number of shares of common stock 72,072,310" Comments, if any: Brief description of debtor’s business: Borders is a leading operator of book, music and movie superstores and mall-based bookstores. At January 29, 2011, the Debtors operated 642 stores. under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders” flagship stores (along with other less prominent stores) are | in Manhatten. In addition, the Debtors operate a proprietary e-commerce web site, www.Borders.com, launched in Ma which includes both in-store and online e-commerce components. As of February 11. 2011. the Debtors employed a total of approximately 6,100 full-time employees. approximately 11.400 part-time employees, and approximately 600 contingent employees (who are required to work one shift per month, and usually do so at special events), all of whom are located in the United States and Puerto Rico. The Debtors’ employees are not subject to any collective bargaining agreements, * As of October 30, 2010,List the names of any person who directly or indirectly owns, controls, or holds, with power fo vote 5% or more of the voting securities of debtor: Pers! ing Square Capita] ment, L. P., LeBow Gam ied Partnersh IBS AG, and Bennett S.SECRETARY'S CERTIFICATE OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF BORDERS GROUP, INC. 1, Matthew A. Chosid, the undersigned Secretary of Borders Group, Inc., a Michigan corporation (the “Company”, do hereby certify thet, at a meeting of the Board of Directors of the Company held on February 15, 201, the following resolutions were adopted and recorded in the minute book of the Company, ‘and they have not been modified or rescinded, and are stil in fall force and effect: Re: Chapter 11 Bankruptcy Filing RESOLVED, that it is desirable and in the best interests of the Company, its creditors, shareholders, employees and other interested parties that a voluntary petition under the Bankruptcy Code be filed on behalf of the Company (the “Petition”) in tie United States Bankruptey Court for the Southern District of New York and the same is hereby authorized and approved; and itis further, RESOLVED, that chief executive officer, chief financial officer, president, any vice president, the secretary and the treasurer, of the Company (each, an “Authorized Officer.” and collectively, the “Authorized Officers”) be, and cach of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company to prepare, execute and verify the Petition in such form as the officer executing the same shall deem appropriate and as required by law and to file such petition, thereby commencing the chapfer 11 case in the appropriate court together with such statements, schedules, exhibits and reports as may be required from time to time by the bankruptey court, the Bankruptcy Rules or order of court, and to prepare and execute all other papers and take all other actions necessary or ‘appropriate in connection with the Company's chapter 11 case, or any superseding or other bankruptcy ‘case; and it is further, RESOLVED, that the officers of the Company be, and they hereby are, authorized and directed to finalize and implement a store closure, store liquidation and lease modification plan, substantially in accordance with the summary thereof presented to the Board of Directors, subject to such modifications thereto as such officers may deem necessary or advisable in order to give effect to and carry out the general purposes of such plan as presented to the Board of Directors, and that such officers be, and they hereby are, authorized and directed to retain such advisors, liquidation firms and other agents and representatives in connection with the implementation of such plan as such officers deemed necessary or advisable, and to pay the fees and expenses of such advisors, firms, agents and representations in connection therewith, and itis further RESOLVED, that the law firm of Kasowitz, Benson, Torres & Friedman LLP, 1633 Broadway, New York, New York 10019, be, and hereby is, employed as attomeys for the Company in the Company's chapter 11 case under a general retainer; and itis further, RESOLVED, that the investment bank, Jefferies & Company, Inc. be, and hereby is, engaged to provide financial and restructuring advisory services to the Company in the Company's chapter 11 case, subject to any requisite approval of the Bankruptey Court; and itis further RESOLVED, that the firm of Garden City Group, Inc., be and hereby is, engaged to act as claims agent and provide professional services in that regard to the Company in the Company's chapter 11 case, subject to any requisite approval of the Bankruptcy Court; and its further RESOLVED, that the consulting firm, DIM Property Management be, and hereby is, engaged to provide lease and real estate advisory services to the Company in the Company’s chapter 11 case, subject to any requisite approval of the Bankruptcy Court, and itis further cHIDés1/2858960.1RESOLVED, that the consulting firm, AP Services, LLC be, and hereby is, engaged to provide interim management and restructuring services to the Company in the Company's chapter 1 case, subject to any requisite approval of the Bankruptey Court; and itis further RESOLVED, that Ken Hiltz be, and hereby is elected and appointed to serve as Senior Vice President ~ Restructuring of the Company; and it is further RESOLVED, that each of the Authorized Officers, and such other officers of the Company as ‘the Authorized Officers shall from time to time designate, be, and each hereby is, authorized, empowered and directed in the name and on behalf of the Company to take any and all such further actions as he/she determines to be necessary or helpful to these purposes, including to retain and employ other attorneys, investment bankers, accountants, and other professionals to assist in the Company's chapter 11 case, or to terminate or discharge such professionals, on such terms as such Authorized Officer deems necessary, proper, or desirable; and it is further, RESOLVED, that each of the Authorized Officers, and such other officers of the Company as the Authorized Officers shall from time to time designate, be, and each hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to execute and deliver appropriate agreements for the use of post-petition financing in connection with the Company's chapter 11 case, including the granting of liens to such lender(s) to such agreement(s), and to take such additional action and to execute and deliver each other agreement, instrument or document proposed to be executed and delivered by or on behalf of the Company pursuant thereto or in connection therewith, all with such changes therein and additions thereto as any such officer may approve, such approval to be conclusively evidenced by the taking of such action or by the execution and delivery thereof; and itis further RESOLVED, that each of the Authorized Officers, and such other officers of the Company as the Authorized Officers shall from time to time designate, be, and each hereby is, authorized, empowered and directed in the name and on behalf of the Company to take any and all such further actions, to execute ‘and deliver any and all such agreements, certificates, instruments, amendments and other documents and to pay all expenses, including filing fees, in each case as any of such officers may determine to be necessary or helpful to carry out the intention ofthe foregoing resolutions; and itis further RESOLVED, that any and all past actions heretofore taken by officers or directors of the Company in the name and on behalf of the Company in furtherance of any or all of the preceding resolutions be, and the same hereby are, ratified, approved, and adopted. IN WITNESS WHEREOF, the undersigned has executed and delivered this Secretary's Certificate this {9 day of February, 2011 & sme: Matthew A. Chosid Title: Secretary cep M51/2858900.1UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ee Inre ‘Chapter 11 BORDERS GROUP, INC,, ef al," Case No. 1- Ww Debtors. Goint Administration Pending) CONSOLIDATED LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS Following is the list of Borders Group, Inc.'s creditors holding the 30 largest unsecured claims. ‘The list has been prepared in accordance with Fed. R. Banks. P. 1007(4) for filing in this chapter 11 case. The list does not include (1) persons who come within the definition of "insider" set forth in 11 U.S.C. § 101G1), or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the twenty largest unsecured claims. a ] @ o oO S Name of ereditor and | Name, telephone rammber and complete | Nature of claim | Indicate felaim | Amount of claim ‘complete mailing mailing address, including zip code, of | (rade debt, | is contingent, | (\fsooured also address, mcluding ip | employee, agent or department of ‘bank loan, unliquidated | stare value of code Creditor familiar with claim who may | government | disputed or | security) be contacted ‘contract, ete) | subject to setalf fin thousand) Penguin Putnam Inc. | Jim Crofton Trade debt S41 891447 200.Old Tappan Road | Phone: (201) 767-2918 Bidg. 1 Fox: (201) 767-5029 ‘Att: Lindsay Carter__| jim.croffon@us penguingroup.com (ld Tappan, NIO7675 Hachette Book Group | Tom Maciag ‘Trade debe $336,879,656.30 Usa, Phone: (800) 759-0190 PO Box 8828 Fax: (800) 286-9471, Boston, MA 02114-8828 | TomMaciag@higusa.com ‘Simon & Schuster Ine. | Dennis Bulau Trade debt 333 757,448.75 JP Morgan Phone: (800) 732-1685 | Ain: Lockbox 70660. | Fax: (201) 767-5029 I3ES, Dearborn 6 FI, | dermis.eulau@simonandschuster.com, Chicago, 1. 60603 ‘The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification ‘number, are: Borders Group, Ine. (4588); Borders International Services, Ine. (5075); Borders, Inc. (4285); Borders Direct, LLC (0084); Borders Properties, Inc. (1978); Borders Online, Inc. (8425); Borders Online, LLC (8996); and BGP (UK) Limited.o @ o @ o Name ofereditor and | Name, telephone number and camplete | Nature ofclaim | indicate ifclaim | Amount of claim ‘complete mailing mailing addres, including nip code, of | (trade debt, | is contingent, | (ifsecured also address, including ofp | employee, agent or department of bank ean, toiliguldated, | state value of ade ereditor familiar with claim who may | government | disputed or | secur) be contacted eontrac etc.) | subject to etal : (4 thousands) Random House ‘Anne Davis “Trade debt 933,461,061 80 Box 223384 Phone: (410) 386-7414 500 Ross St 154-0455 | Fax: (410) 386-7439 Piusburgh, PA 15262 __| andavis@randomhouse.com Ep ee ‘Harper Collins Tanet Gervasio Trade debt '925,793,450.63 Publishers Phone: (570) 941-1495 PO Box 360846 Fax: (570) 941-1553 | Pittsburgh, PA 15251- | janet gervasio@herpercollins.com 6845, : Maomallan/ MPS Peter Garabedian “Trade debt $11 484,306.30 ITS Fifth Avenue Phone: (540) 672-7600 ext. 7544 | | New York, NY 10010 | Fax: ($40) 672-7540 Peter. Garabedian @macmillan.com “ohn Wiley end Sons Ine. | Kevin Glennon “Trade debt ‘311 191,435.29 ‘Attn: Kevin Glennon | Phone: (732) 302-2210 432 Elizabeth Avenue | Fex: (732) 320-2300 Somerset, NI08873__| kglennon@wiley.com, ‘Perseus Distribution Sves | Charles Gallagher “Trade debt S7776291 66 15636 Collections Center | Phone: 212) 223-2969 ex. 134 Drive Fax (212) 223-1508 Chicago, IL 60693 charles pallagher@PerseusBooks com ‘Source Interink ‘Alene Mangino “Trade debt $36879,905.55, Companies Phone: (239) 949-4450 275000 Riverview Fax: (239) 495-5158 Center Bivd ‘Alene Mangino@sore.com Ste 201 ‘Bonita Springs, FL isd _ ~ “Twentieth Century Fox | Al Leonard Trade debt 5461.35 Bank of America Phone: (310) 369-5083, ‘Attn; Lockbox #402665 | Fax: (310_369-8799 {000 Feldwood Road | AL-Leonard@ifox.com College Park, GA 30349 i ‘Seattle's Best Coffee Ine | Frank Smith Trade aot a 34 991,81825 | PO Box 84348, Phone: (206) 318-5258 | Commission Seattle, WA 98124-5648 | Fax: (206) 624-3262 sank smith @seattesbest.com [ Pew Media ine “Amanda Enderle ‘Trade debt '$4,546,275.13, PO Box 715157 Phone: NIA Columbus, OH 43271- | Fax: (513) 531-4082 5157 ‘Amanda Enderie@iwmedia.com Houghton Mittin Jim Diamond Trade debt 34400,755.51 Harcourt Phone: (800) S21-3185 ext.3234 ‘Attn: Mary A. Durrance, | Fax: (407) 363-6917 Finance James Diamond @hrakpul.com Credit Dept, 9400 South Pk Center Loop Orlando, FL 32819a Q) 8) @) oO Name oferedior and | None, telephone number and complete | Nature ofelaim | Indicate ifelain | Amount of elim complete mailing inating edocs including sp cove of | (ra deb, | iscontngent | @fsceured azo Gaiters cluding ip | employee, agent or department of | Bankloan | unlguated. | ate vale of code Srucioejamiiar wh claim whormay | government | disputed or | securin) becontcted Contact ete) | subject eth (in thowsond Sony Movie Nell Caro Trade date $4273 82418 Eersinent Ic Phone: (80) 444-6902 tdoMellon Bak Fax. (201) 77-3694 Dept. ch 10247 Neil Caford@sonymasccom Palatn, I 60055-0247 e Workman Publishing | Pill Gerace Trade at $5005, 12570 ‘Company Phone: (212) 254-5900 | 225 Varck St Fax (212)2548098 | oF. ‘phil@workman.com Now York, NY 10014- 4381 Diamond Cons Tan Swanson Trade bt SHRUTI Distributors Phone (410) 427-9339 1966 GreenpringDr.# | Faxc (410) 560-7148 300 Slary@iemondcomis com Timonium, MD 21093 UMGD Toe Fores Tirade ait BIB to Bani of merce | Phone: (800) 79-6699 PO Box 98279 Fax (17 595-5190 Chicago, 1.60653 __| fleresCunusi. com ‘Warner Elektra Atlantic | James Theodoulow ‘Trade debt $3,396,812.48 Dept Ch 10125 Phone: (18) 238-6489 Pale, 1 60055-0125 | Fox: (818) 729-3568 James Theodoalos@vmg.com The MeGrew- Fi Pail Rupp! Tae cet SSDS aTTAT Companies Phone: (800) 722-4726 PO Box 2258, Fax (618) 755-5658 Carol Steam, L 60132- | philp_rupelmegren-til em n258 Sony Pistres Home Ent] Nell Carfora Trae cae HPI cloMellon Bank Phone’ (310) 255-5598 PO Box 120001 ox (310) 861-5068 Dept 688 Nell Carforsonymusecom Dalia, TX 75312-0548 ™ Pearson Edvestion ine. | Jim Crofton Trade ie SEITE 200 O14 Teppan Road | Phone: (201) 964-6104 Olé Tappan, NIO7675 | Fawr 201) 767-5029 ‘ jm erofonduspenguingroup com Roseta Stoned ‘Mat Syke Trade cet SEITE Depth 7714 Phone’ (540) 236-5028 ext. 5138 Paketing 60085-7714 | Fax: (S40) 452.0953 | msyssiarosetatone.com ‘National Book Network | Jeff Harris Trade debt In. PO Box 62188 Baltimore, MD 21264 2188 Phone: (717) 794-3800 Fax: (717) 794-3804 hartis@nbabooks com,TBroughton@pubint.com a Q) 8) a 6) Wane ofcredior and | Name, telephone number and complete | Nature of claim | Indicate felaim | Amount of claim canplete mating railing adress, including sip code, of | (rade debt, | ss coningen, | (/secwred aso address, including zip employee, agent or department of bank loan, | unliquidated, state value of code realtor ili ith claim who may | government | disputed or _| seeurin) be contacted oniract ete) | subject 10 setoff se | in thowsanas) WW Norton & Company | Katherine Pinto Trade debt ‘$1,940,825.59 Ine. Phone: (212) 354-5800 Bo 2625, Fax: (G00) 458-6515 PO Box 8500 kpinto@wwrorton com Philadelphia, PA 19178- 2626 Zondervan Corporation | Angela Harms Trade debt SRE TSEAT Department CH10303 | Phone: (800) 727-1309 | Palatine, 1 60055-0303. | Fax: (616) 698-3350 angelahsems@zondervancom EMI Misio Gil Castaniada “Trade debt ee Dept CHEI774 Phone: (323) 871-5414 Palatine, 1, 60055-0380 | Pex: (800) 288-2362 Gi. Castaniada Pemicap.com Tay Hows ne Raid Tracy “Trade debt $1705 5887 PO Box 5100 Phone! (760) 431-7693 2776 Loker AveW | Fax: (160)929-2035 Carlsbad, CA 92018 __| RTracy@HayFlouse.com | Bisevier Scenes Enmett Hamilton Trade debt $1,605 992.18 PO Box 0848 Phone: (314) 523-5036 Carol Swear, tL 60132- | Fax: (314) 453-7020 08s ENanilton Elsevier.com Papyran Reged ‘Connie Holland Trade debe S1490800.68 Greetings Phone: (800) 777.9498 3613 Solutions Center| Pax: (773) 868-8529 Chicago, 1. 60677-3006 | Connie Holland@prrestings.com Pablications Intl Lid | Tom Broughton Trade debt $1,07900386 Dept 77 3401 Phone: (212) 986-1782 | Chicego, IL 6067s-3401 | Fae ($47) 676-3671DECLARATION UNDER PENALTY OF PERJURY: 1, the undersigned authorized officer of Borders Group, Inc., named as the Debtor in this case (the “Debtor”), declare under penalty of perjury that I have read the foregoing and it is true and correct to the best of my knowledge, information and belief. Dated: February |b, 2011 = Signature Scott Henry Name Chief Financial Officer TitleUNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Inre Chapter 11 BORDERS GROUP, INC., Case No. 11- (et) Debtors. Goint Administration Pending) LIST OF CREDITORS’ Contemporaneously herewith, the above-captioned debtor and its affiliated debtors and debtors in possession (collectively, the “Debtors”) have filed a motion requesting a waiver of the requirement for filing a list of creditors pursuant to sections 105(a), 342(a), and 521(a)(1) of title 11 of the United States Code, Rules 1007(a)(1) and 2002(a), (), and (1) of the Federal Rules of Bankruptcy Procedure, Rule 1007-1 of the Local Bankruptcy Rules for the Southern District of New York, and General Orders 1-133, M-137, M-138, and M-192 of the United States Bankruptcy Court for the Southern District of New York. The Debtors propose to furnish their lists of creditors to the proposed noticing and claims agent. ‘The list of creditors will contain only those creditors whose names and addresses were maintained in the Debtors’ consolidated database or were otherwise ascertainable by the Debtors prior to the commencement of these cases. The schedules of liabilities to be filed subsequently should be consulted for a list of the Debtors’ creditors that is comprehensive and current as of the date of the commencement of these cases “The information herein shall not constitute an admission of any kind by, nor is it binding on, the Debtor. The Debtor reserves all rights to assert that any debt or claim listed herein as liquidated or fixed isin facta disputed claim or debt, The Debtor also reserves al rights to challenge the priority, nature, amount or status of any claim for debt. All claims are subject to offsets, rebates, discount, reconciliation, credits, and adjustments, which are not reflected on this schedule.DECLARATION UNDER PENALTY OF PERJURY: 1, the undersigned authorized officer of Borders Group, Inc., named as the Debtor in this case (the “Debtor”), declare under penalty of perjury that I have read the foregoing and it is true and correct to the best of my knowledge, information and belief. Dated: February |b, 2011 Signature Scott Henry Name Chief Financial Officer TitleUNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Inre Chapter U1 BORDERS GROUP, INC., Case No. 11- Cc) Debtors. | (Joint Administration Pending) LIST OF EQUITY SECURITY HOLDERS PURSUANT TO RULE 1007(a)(3) QE THE FEDERAL RULES OF BANKRUPTCY PROCEDURE ‘The Debtor has more than 2,463 holders of its public equity securities. Given the substantial size of the list, the Debtor filed a motion on the Commencement Date, pursuant to Bankruptcy Rule 1007(a)(3), requesting a waiver of the requirement to file its equity security holder list with the Court. ‘The Debtor's equity security holders list has been provided to its claims and noticing agent Garden City Group, Inc.DECLARATION UNDER PENALTY OF PERJURY: I, the undersigned authorized officer of Borders Group, Inc., named as the Debtor in this case (the “Debior”), declare under penalty of perjury that I have read the foregoing list of equity security holders of the Debtor and it is true and correct to the best of my knowledge, information and belief. Dated: February 'b, 2011 cD. ie Signature Scott Henry Name Chief Financial Officer TitleUNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Inre ‘Chapter 11 BORDERS GROUP, INC., ef aly! Case No. 11- Cc) Debtors. Goint Administration Pending) CORPORATE OWNERSHIP STATEMENT Pursuant to Rules 1007(a) and 7007.1 of the Federal Rules of Bankruptcy Procedure and Rule 1007-3 of the Local Bankruptcy Rules for the Southern District of New York and to enable the Judges to evaluate possible disqualifications or recusals, on behalf of Borders Group, Inc. and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”), the undersigned authorized officer certifies the following: A. Ownership of the Debtors’ Equity Interests 1. The following entities own 10% or more of the equity interests of Borders Group, In 1. Pershing Square Capital Management, L.P. owns 31.3% of the publicly traded equity interests of Borders Group, Ine. 2 LeBow Gamma Limited Partnership” owns 15.4% of the publicly traded equity interests of Borders Group, Inc. IL Borders Group, Inc. owns 100% of the equity interests in the following Debtor affiliates: 1 Borders, Inc. 2. BGP (UK) Ltd. ‘The Debtors in those cases, along with the last four digits of each Debtor's federal tax identification number, are: Borders Group, Ine. (4588); Borders International Services, Inc, (5075); Borders, Inc. 4285); Borders Direct, LLC (0084); Borders Properties, Inc. (7978); Borders Online, Inc. (8425); Borders Online, LLC (8996); ‘and BGP (UK) Limited, Bonnett S. LeBow indirectly exercises voting and investment control as follows: the Bennett $. LeBow Revocable Trast is the sole stockholder of LeBow Holdings, Inc. a Nevada corporation, which is the sole stockholder of LeBow Gamma, Ine., a Nevada corporation, which is the general partner of LeBow Gamma Limited Partnership. Mr. LeBow is the sole trustee of Bennett S. LeBow Revocable Trust, a director and officer of LeBow Holdings, Inc. and a director and officer of LeBow Gamma, Ine.IIL. Borders, Inc. owns 100% of the equity interests in the following Debtor affiliates: 1 2. 3, 4. 5, Borders Properties, Ine. Borders Direct, LLC Borders Online, Ine. Borders Online LLC Borders International Services Inc. B. The Debtors’ Ownership of Equity Securities, Partnership Interests, and Joint Venture Interests A. Borders, Inc. owns 74% of the equity interest in non-debtor affiliate Borders/JGE Joint Venture LLC B. No Debtor directly or indirectly owns 10% or more of any class of equity interests in any corporation whose securities are publicly traded. ‘The remaining 26% is owned by Jay Gregory Enterprises, IncDECLARATION UNDER PENALTY OF PERJURY: I, the undersigned authorized officer of Borders Group, Inc., named as the Debtor in this case (the “Debtor”), declare under penalty of perjury that I have read the foregoing and it is true and correct to the best of my knowledge, information and belief. Dated: February !@, 2011 Isl Signature Scott Henry Name. Chief Financial Officer Title