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Hearing Date: April 7, 2011 at 10:00 a.m. (prevailing Eastern time)

Objection Deadline: March 31, 2011 at 4:00 p.m. (prevailing Eastern Time)

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03/17/2011 17019800.1

Bruce S. Nathan, Esq.Bruce Buechler, Esq.Paul Kizel, Esq.LOWENSTEIN SANDLER PC1251 Avenue of the AmericasNew York, New York 10020

Tel: (212) 262-6700Fax: (212) 262-7402

-- and --

65 Livingston AvenueRoseland, NJ 07068Tel: (973) 597-2500Fax: (973) 597-2400

Proposed Counsel to theOfficial Committee of Unsecured Creditors

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK

In re:

BORDERS GROUP, INC., et al.,1

Debtors.

Chapter 11

Case No. 11-10614 (MG)

Jointly Administered

NOTICE OF HEARING ON APPLICATION OF THE OFFICIAL COMMITTEE OF

UNSECURED CREDITORS FOR AN ORDER AUTHORIZING AND APPROVINGTHE EMPLOYMENT AND RETENTION OF BDO USA, LLP AS ITS

FINANCIAL ADVISOR NUNC PRO TUNCTO FEBRUARY 25, 2011

PLEASE TAKE NOTICE THAT on March 17, 2011, the Official Committee of

Unsecured Creditors, by and through their proposed counsel, filed an Application Of The

Official Committee Of Unsecured Creditors For An Order Authorizing And Approving The

Employment And Retention Of BDO USA, LLP As Its Financial Advisor Nunc Pro Tunc To

February 25, 2011 (the Application).

1

The Debtors in these cases, along with the last four digits of each Debtors federal tax identification

number, are: Borders Group, Inc. (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.


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-2-

PLEASE TAKE FURTHER NOTICE THAT a hearing is scheduled on the

Application before the Honorable Martin Glenn, U.S.B.J., at the United States Bankruptcy Court,

Southern District of New York, Alexander Hamilton Custom House, One Bowling Green, New

York, New York 10004-1408 on April 7, 2011 at 10:00 a.m. (prevailing Eastern Time), or as

soon thereafter as counsel may be heard, for entry of a order granting the relief set forth in the

Application.

PLEASE TAKE FURTHER NOTICE THAT written objections to the

Application, if any, must be in writing, shall conform to the Federal Rules of Bankruptcy

Procedures and the Local Rules of the Bankruptcy Court and shall be filed with the Bankruptcy

Court electronically in accordance with General Order M-242 (General Order M-242 and the

Users manual for the Electronic Case Filing System can be found at

http://www.nysb.uscourts.gov, the official website of the Bankruptcy Court) by registered users

of the Bankruptcy Courts case filing system and, by all other parties in interest, on a 3.5 inch

disk, preferably in Portable Document Format (PDF), WordPerfect or any other Windows-based

word processing format (with a hard copy delivered directly to the Chambers of the Honorable

Martin Glenn, U.S.B.J, United States Bankruptcy Court, One Bowling Green, Room 501, New

York, New York 10004); and shall be served upon: (i) the United States Trustee, 33 Whitehall

Street, 21st

Floor, New York, New York 10004, Attention: Paul Schwartzberg, Esq.; (ii) counsel

for the Committee, Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey

07068, Attention: Bruce Buechler, Esq.; (iii) counsel for the Debtors, Kasowitz, Benson Torres

& Friedman, 1633 Broadway, New York, New York 10019, Attention: David M. Friedman,

Esq.; and (iv) all parties requesting notice pursuant to Rule 2002 of the Federal Rule of


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-3-

Bankruptcy Procedure, so as to be received no later than 4:00 p.m. (prevailing Eastern time)

on March 31, 2011.

Dated: March 17, 2011LOWENSTEIN SANDLER PC

By: /s/ Bruce Buechler

Bruce S. Nathan, Esq.Bruce Buechler, Esq.

Paul Kizel, Esq.1251 Avenue of the Americas

New York, New York 10020Tel: (212) 262-6700Fax: (212) 262-7402

-- and

65 Livingston Avenue

Roseland, NJ 07068Tel: (973) 597-2500Fax: (973) 597-2400

Proposed Counsel to the

Official Committee of Unsecured Creditors


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25316/2

03/17/2011 17019669.1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:

BORDERS GROUP, INC., et al.,

Debtors.

Chapter 11

Case No. 11-10614 (MG)

Jointly Administered

ORDER AUTHORIZING THE RETENTION OF BDO USA, LLP AS FINANCIAL

ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

NUNC PRO TUNCTO FEBRUARY 25, 2011

Upon consideration of the application (the Application) of the Official

Committee of Unsecured Creditors (the Committee) of the above-captioned debtors and

debtors-in-possession (the Debtors) to retain BDO USA, LLP (BDO) as financial advisor to

the Committee, nunc pro tunc to February 25, 2011; and upon consideration of the Affidavit of

William K. Lenhart (the Affidavit) in support of the Application; and the Court being satisfied

that BDO does not represent any other entity having an adverse interest in connection with these

cases; and notice of the Application being sufficient; and good cause appearing therefore;

It is hereby:

ORDERED, that the Application is granted as set forth herein; and it is further

ORDERED, that the Committee is authorized, pursuant to section 1103(b) of the

Bankruptcy Code, Rules 2014(a) and 2016, and Local Rule 2014-1, to employ and retain BDO as

its financial advisor in the above-captioned cases in accordance with BDOs normal rates and

disbursement policies, and upon the other terms and conditions as set forth in the Application,

Affidavit and herein, nunc pro tunc to February 25, 2011; and it is further

ORDERED, that BDO shall be compensated in accordance with the procedures

set forth in the Application, sections 330 and 331 of the Bankruptcy Code, the Federal Rules of

Bankruptcy Procedure, the Local Rules of Bankruptcy Procedure, Orders of this Court and

guidelines established by the United States Trustee; and it is further


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ORDERED, that in the event that BDO increases the rates for its services, BDO

will file a supplemental affidavit with the Court describing such increases and provide notice of

such increases to the United States Trustee and the Debtors; and it is further

ORDERED, that the Committee is authorized and empowered to take all actions

necessary to implement the relief granted in this Order; and it is further

ORDERED, that the Court shall retain jurisdiction to hear and determine all

matters arising from the implementation of this Order; and it is further

ORDERED, that if there is any inconsistency between the terms of this Order,

the Application and/or Affidavit, the terms of this Order shall govern.

___________________________________

The Honorable Martin GlennUnited States Bankruptcy Judge

Dated: April __, 2011New York, New York

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