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doctype: Amended and Restated Guarantee Agreement

BORDERS GROUP INC. AMENDED AND RESTATED GUARANTEE AGREEMENT (1999-09-08)

THIS OMNIBUS AMENDMENT NO. 1 TO AMENDED AND RESTATED GUARANTEE AGREEMENT AND RULES OF USAGE AND DEFINITIONS (the "Amendment") is entered into as of the 15th day of July, 1998 by and between PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent on behalf of the Lenders, and BORDERS GROUP, INC., a Delaware corporation (the "Company"), BORDERS, INC., a Colorado corporation, WALDEN BOOK COMPANY, INC., a Colorado corporation, WALDENBOOKS PROPERTIES, INC., a Delaware corporation, BORDERS PROPERTIES, INC., a Delaware corporation, PLANET MUSIC, INC., a North Carolina corporation, BORDERS OUTLET, INC., a Colorado corporation, THE LIBRARY, LTD., a Missouri corporation, BORDERS ONLINE, INC., a Delaware corporation, BORDERS FULFILLMENT, INC., a Delaware corporation, and BGP (UK) LIMITED, a United Kingdom corporation (collectively with the Company, the "Guarantors").

ABI CAPITAL TRUST. AMENDED AND RESTATED GUARANTEE AGREEMENT (2000-03-23)

This assignment is made in accordance with Article VIII of the Junior Subordinated Indenture, dated July 7, 1998, by and among the Assignor and Bankers Trust Company, a New York banking corporation, as trustee.

GOLD BANC CORP INC. AMENDED AND RESTATED GUARANTEE AGREEMENT (2000-03-23)

This assignment is made in accordance with Article VIII of the Junior Subordinated Indenture, dated July 7, 1998, by and among the Assignor and Bankers Trust Company, a New York banking corporation, as trustee.

SUNEDISON, INC.. AMENDED AND RESTATED GUARANTEE AGREEMENT (2002-01-14)

THIS AMENDED AND RESTATED GUARANTEE AGREEMENT (this " _Agreement_ "), dated as of December 21, 2001, is made among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (" _Borrower_ "), each of the subsidiaries listed on Schedule I hereto (each such subsidiary, individually, a " _Subsidiary_ " or a " _Guarantor_ " and, collectively, the " _Subsidiaries_ " or the " _Guarantors_ ") and CITICORP USA, INC. as collateral agent (the " _Collateral Agent_ ") for the Secured Parties (as defined in the Amended and Restated Security Agreement). Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the Reimbursement Agreement.

Consolidated Communications Holdings, Inc.. AMENDED AND RESTATED GUARANTEE AGREEMENT (2005-05-16)

KENDLE INTERNATIONAL INC. AMENDED AND RESTATED GUARANTEE AGREEMENT (2005-06-03)

Mecklermedia Corp. AMENDED AND RESTATED GUARANTEE AGREEMENT (2005-07-20)

PLIANT CORP. AMENDED AND RESTATED GUARANTEE AGREEMENT (2006-03-31)

This AMENDED AND RESTATED GUARANTEE AGREEMENT dated as of November 21, 2005 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “ _Agreement_ ”), among the entities listed on the signature page hereof (each individually, a “ _Subsidiary Guarantor_ ” and, collectively, the “ _Subsidiary Guarantors_ ”) and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent (the “ _Administrative Agent_ ”) for the Lenders under the Credit Agreement referred to below.

Macy's, Inc.. AMENDED AND RESTATED GUARANTEE AGREEMENT (2007-08-30)

Realty Finance Corp. AMENDED AND RESTATED GUARANTEE AGREEMENT (2008-01-25)

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