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BDO USA_ LLP 135 W 50 Street – 20 Fl New York_ New York 10020

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BDO USA_ LLP 135 W 50 Street – 20 Fl New York_ New York 10020 Powered By Docstoc
					BDO USA, LLP
135 W 50th Street – 20th Fl
New York, New York 10020
Telephone: (212) 885-8000
Facsimile: (212) 515-2599
William K. Lenhart
Financial Advisor to the Official Committee of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
------------------------------------------------------------- X
In re:                                                        :         Chapter 11
                                                              :
                                         1
BORDERS GROUP, INC., et al. ,                                 :         Case No. 11-10614 (MG)
                                                              :
                                    Debtors.                  :         (Jointly Administered)
--------------------------------------------------------------X
           SECOND MONTHLY STATEMENT OF FEES AND EXPENSES
              OF BDO USA, LLP AS FINANCIAL ADVISOR TO THE
      OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD
                FROM APRIL 1, 2011 THROUGH APRIL 30, 2011
Name of Applicant:                                                BDO USA, LLP
Authorized To Provide                                             Financial Advisor to the Official Committee
Professional Services as:                                         of Unsecured Creditors
                                                                  Order Entered April 7, 2011 [Dkt. No. 557],
Date of Retention:                                                Effective as of February 25, 2011
Period for which Compensation
and Reimbursement is Sought:                                      April 1, 2011 through April 30, 2011
Amount of Compensation Sought
as Actual, Reasonable and Necessary:                                  $521,231.00
Less 20% Holdback per Interim Compensation
Order                                                                   104,246.20
TOTAL OF FEES (80%)                                                     416,984.80
Amount of Expense Reimbursement sought (100%):                           28,696.67
Total Amount of Fees and Expense Reimbursement
Sought as Actual, Reasonable and Necessary:                           $445,681.47
This is the Applicant’s Second Monthly Fee Statement.


 1
  The Debtors in these cases, along with the last four digits of each Debtor’s 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.
     Summary of Prior Monthly Statements Filed:
          Date                                  Requested                Paid
     #    Filed       Period Covered     Fees         Expenses  Fees          Expense
     1 04/29/11 02/25/11-03/31/11         $676,672.75 $3,571.02 $541,338.20 $3,507.79
                         TOTAL            $676,672.75 $3,571.02 $541,338.20 $3,507.79

                            TIME SUMMARY BY PROFESSIONAL
                       For the Period of April 1, 2011 through April 30, 2011

Professional                     Category                           Hours         Rate     Amount
WILLIAM K LENHART                PARTNER                              86.5      725.00    62,712.50
ROBERT M KLEIN                   PARTNER                               0.4      600.00       240.00
KEVIN KADEN                      PARTNER                              92.3      550.00    50,765.00
J.R. MANNING                     MANAGING DIRECTOR                    23.1      700.00    16,170.00
RANDY RAMIREZ                    MANAGING DIRECTOR                     5.9      550.00     3,245.00
RICH HAUER                       MANAGING DIRECTOR                    62.9      525.00    33,022.50
JEFFREY VARSALONE                DIRECTOR                             19.9      550.00    10,945.00
MARK GOODENOW                    DIRECTOR                             97.2      475.00    46,170.00
KEVIN MCCOLGAN                   DIRECTOR                             73.9      475.00    35,102.50
PATRICK NGUYEN                   SR. VICE PRESIDENT                   26.3      500.00    13,150.00
KATE MATSON                      MANAGER                             196.5      375.00    73,687.50
BRIAN C MALONEY                  MANAGER                             174.1      325.00    56,582.50
BLAKE J HEAD                     SENIOR                                0.5      250.00       125.00
JERRY D'AMATO III                SENIOR                              138.4      240.00    33,216.00
REBECCA NACHMANI                 SENIOR                              120.6      225.00    27,135.00
NAUSHON E VANDERHOOP             SENIOR                                9.5      200.00     1,900.00
MIKE TEBESCEFF                   STAFF                                56.9      225.00    12,802.50
JASON M FRIEDMAN                 STAFF                               141.2      200.00    28,240.00
ERNIE FEITEIRA                   STAFF                                15.0      150.00     2,250.00
JORDAN JOSEPHS                   STAFF                                36.0      150.00     5,400.00
MIGDALIA GOMEZ                   PARA-PROF.                           44.6      150.00     6,690.00
                                            SUBTOTAL:              1,421.7               519,551.00
TRAVEL TIME: Billed @ ½ rate

KATE MATSON                      MANAGER                               4.5      187.50       843.75
BRIAN C MALONEY                  MANAGER                               3.3      162.50       536.25
JASON M FRIEDMAN                 STAFF                                 3.0      100.00       300.00
                                              SUBTOTAL:               10.8                 1,680.00

                                                   TOTAL:          1,432.5               521,231.00

     Average Hourly Rate: $363.86




                                               -2-
                   PROJ ECT CATEGORY SUMMARY
            For the Period of April 1, 2011 through April 30, 2011

Project Category                                       HOURS         AMOUNT
INVENTORY                                                   1.3          522.50
CLAIMS ANALYSIS                                            23.4        7,774.00
PREFERENCE ANALYSIS                                        27.5        6,823.50
ASSET SALE/AUCTION                                         97.6       34,502.50
STORE CLOSING SCENARIOS                                    52.3       17,239.00
MEETINGS - DEBTOR                                          88.8       44,116.50
REPORT PREPARATION                                        249.0       94,984.50
MONTHLY OPERATING REPORT                                    1.7          480.00
MEETINGS WITH CREDITORS                                    49.4       25,740.00
BUSINESS ANALYSIS                                          74.7       25,964.00
LIQUIDATION ANALYSIS                                       89.7       28,410.00
BUSINESS PLAN ANALYSIS                                    249.4       86,606.50
16 WEEK CASH FORECAST/DIP ANALYSIS                         91.4       34,665.00
COUNSEL DISCUSSIONS & COURT HEARINGS                       48.9       26,607.00
FEE APPLICATIONS / MONTHLY STATEMENTS                      66.3       14,827.50
REAL ESTATE SERVICES                                      187.7       60,008.50
CASE ADMINISTRATION                                         2.1        1,272.50
EMPLOYEE COMPENSATION PLANS                                20.5        9,007.50
TRAVEL TIME                                                10.8        1,680.00
TOTAL:                                                  1,432.5      521,231.00


                           EXPENSE SUMMARY
            For the Period of April 1, 2011 through April 30, 2011

  Expense Category                                      Total Expenses
  Phone                                                             $15.23
  Facsimile                                                          19.08
  Out-of-Town Travel                                             16,625.38
  Lodging                                                         8,178.87
  Travel Meals                                                    1,686.62
  Local Travel                                                    1,312.39
  Local Meals                                                       750.24
  Miscellaneous                                                     108.86
  TOTAL                                                         $28,696.67




                                    -3-
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
 ------------------------------------------------------------- X
In re:                                                         :         Chapter 11
                                                               :
                                          1
BORDERS GROUP, INC., et al. ,                                  :         Case No. 11-10614 (MG)
                                                               :
                                     Debtors.                  :         (Jointly Administered)
--------------------------------------------------------------X

           SECOND MONTHLY STATEMENT OF FEES AND EXPENSES
              OF BDO USA, LLP AS FINANCIAL ADVISOR TO THE
      OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD
                 FROM APRIL 1, 2011 THROUGH APRIL 30, 2011
                                        2
         BDO USA, LLP (“BDO ”), financial advisor to the Official Committee of Unsecured

Creditors (the “Committee”) of Borders Group, Inc., and its debtor subsidiaries, as debtors and

debtors in possession (collectively, the “Debtors”), submits this Second statement (the “Monthly

Statement”) of fees and expenses for the period April 1, 2011 through April 30, 2011, in

accordance with the Order Pursuant to 11 U.S.C. §§ 105(a) and 331 Establishing Procedures for

Interim Compensation and Reimbursement of Expenses of Professionals, entered March 15,

2011 [Docket No. 385] (the “Interim Compensation Order”).


         A.    Total BDO fees and expenses for April 1, 2011, through April 30, 2011 (the

“Period”):

          Total Fees for the Period:                   $521,231.00




 1
   The Debtors in these cases, along with the last four digits of each Debtor’s 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.
2
  Any investment banking, valuation and corporate finance services that are required will be done through the
utilization of individuals employed by BDO Capital Advisors, LLC (“BDO Capital”), BDO’s wholly-owned FINRA
licensed investment bank.
        Total Expenses for the Period:         $28,696.67


       B. Payment now sought by this Monthly Statement:

         Fees:                                $416,984.80 (80% of above fee total)
         Expenses:                             $28,696.67
         Total now sought:                    $445,681.47

                 1.    Annexed hereto as Exhibit “A” is a list of professionals and

paraprofessionals providing services for the period covered by this Monthly Statement, their

respective billing rates and the aggregate hours spent by each professional and paraprofessional.


                 2.    Annexed hereto as Exhibit “B” is a summary and detail of expenses

processed by BDO during the period covered by this Monthly Statement.


                 3.    Annexed hereto as Exhibit “C” are contemporaneously maintained time

entries for each individual providing services for the period covered by this Monthly Statement.


                 4.    BDO’s fees for the Period have been calculated on the basis of BDO’s

usual and customary hourly rates for its professionals in this case. Out-of-pocket expenses, such

as photocopying, telecommunications, postage, package delivery charges, travel expenses, word

processing and computer-aided research are not included in BDO’s hourly rates for professionals

and are billed separately.


                 5.    BDO reserves the right to amend the amounts listed on Exhibits “A,” “B,”

and “C” in the event that a subsequent review of BDO’s records reveals that additional

professional services were rendered or expenses incurred on behalf of the Committee which were

not processed in advance of this statement. In the event such amendments are required, BDO


                                               -2-
                                      EXHIBIT A

                                  (General Bankruptcy)

                  SUMMARY OF HOURLY FEES BY PROFESSIONAL FOR
                   THE PERIOD APRIL 1, 2011 THROUGH APRIL 30, 2011


Professional                   Category                   Hours      Rate     Amount
WILLIAM K LENHART              PARTNER                      86.5   725.00    62,712.50
ROBERT M KLEIN                 PARTNER                       0.4   600.00       240.00
KEVIN KADEN                    PARTNER                      92.3   550.00    50,765.00
J.R. MANNING                   MANAGING DIRECTOR            23.1   700.00    16,170.00
RANDY RAMIREZ                  MANAGING DIRECTOR             5.9   550.00     3,245.00
RICH HAUER                     MANAGING DIRECTOR            62.9   525.00    33,022.50
JEFFREY VARSALONE              DIRECTOR                     19.9   550.00    10,945.00
MARK GOODENOW                  DIRECTOR                     97.2   475.00    46,170.00
KEVIN MCCOLGAN                 DIRECTOR                     73.9   475.00    35,102.50
PATRICK NGUYEN                 SR. VICE PRESIDENT           26.3   500.00    13,150.00
KATE MATSON                    MANAGER                     196.5   375.00    73,687.50
BRIAN C MALONEY                MANAGER                     174.1   325.00    56,582.50
BLAKE J HEAD                   SENIOR                        0.5   250.00       125.00
JERRY D'AMATO III              SENIOR                      138.4   240.00    33,216.00
REBECCA NACHMANI               SENIOR                      120.6   225.00    27,135.00
NAUSHON E VANDERHOOP           SENIOR                        9.5   200.00     1,900.00
MIKE TEBESCEFF                 STAFF                        56.9   225.00    12,802.50
JASON M FRIEDMAN               STAFF                       141.2   200.00    28,240.00
ERNIE FEITEIRA                 STAFF                        15.0   150.00     2,250.00
JORDAN JOSEPHS                 STAFF                        36.0   150.00     5,400.00
MIGDALIA GOMEZ                 PARA-PROF.                   44.6   150.00     6,690.00
                                          SUBTOTAL:      1,421.7            519,551.00
TRAVEL TIME: Billed @ ½ rate

KATE MATSON                    MANAGER                      4.5    187.50       843.75
BRIAN C MALONEY                MANAGER                      3.3    162.50       536.25
JASON M FRIEDMAN               STAFF                        3.0    100.00       300.00
                                         SUBTOTAL:         10.8               1,680.00

                                             TOTAL:      1,432.5            521,231.00
                             EXHIBIT B

                        (General Bankruptcy)

     SUMMARY OF EXPENSES BY CATEGORY FOR
THE PERIOD FROM APRIL 1, 2011 THROUGH APRIL 30, 2011


Category                                              Amount
Postage
Delivery Services
Long Distance Telephone                                  $15.23
Filing/Recording Fees
Out-of-Town Travel:
a. Transportation – mileage to/from client/meetings    16,625.38
b. Lodging                                              8,178.87
c. Meals                                                1,686.62
Local Travel – various travel to/from client and/or     1,312.39
related meetings (mileage taxis, etc.)
Local Meals – various overtime and/or working meals      750.24
Facsimile                                                  19.08
Outside services
a. PACER Service Center

Miscellaneous                                            108.86

                                       Total:         $28,696.67




                                   1
                                                          EXHIBIT B


DETAIL OF EXPENSES
(Requested by Accounting Date)

Transaction    Accounting                                             Billable
   Date          Date*              Name              Description     Expenses                       Notes
 03/01/11       04/12/11     Matson,Kate         Local Meals                $20.00 Dinner - working late
 03/02/11       04/12/11     Matson,Kate         Local Meals                 60.00 Dinner RN, KM, JF - working late
 03/03/11       04/04/11     D'Amato III,Jerry   Local Travel               149.90 Car service home from office - late
                                                                                    night
  03/03/11      04/12/11     Matson,Kate         Local Meals                 23.58 Dinner KM, JF - working late
  03/04/11      04/12/11     Matson,Kate         Local Travel                  8.70 Cab office to home - working late
  03/05/11      04/12/11     Matson,Kate         Local Meals                 36.99 Lunch MT, KM, JD - Saturday
  03/06/11      04/12/11     Matson,Kate         Local Meals                 18.73 Lunch KM, JD - Sunday
  03/07/11      04/04/11     Friedman,Jason      Local Meals                 10.00 Dinner for Jason Friedman - Overtime
  03/07/11      04/04/11     D'Amato III,Jerry   Local Travel               156.56 Car service home from office - working
                                                                                    late
  03/07/11      04/04/11     McColgan,Kevin M    Local Meals                 14.56 Working lunch while preparing report
                                                                                    to UCC
  03/07/11      04/04/11     D'Amato III,Jerry   Local Meals                   8.66 Dinner while working late on
                                                                                    engagement.
  03/08/11      04/04/11     D'Amato III,Jerry   Local Meals                 10.56 Dinner while working late on Borders
  03/08/11      04/04/11     D'Amato III,Jerry   Local Travel               149.71 Car service home from office - working
                                                                                    late
  03/08/11      04/04/11     Friedman,Jason      Local Meals                   8.66 Dinner for Jason Friedman - working
                                                                                    late
  03/08/11      04/12/11     Matson,Kate         Local Travel                  9.30 Cab office to home 3/8 - working late
  03/08/11      04/12/11     Matson,Kate         Local Travel                11.10 Cab office to home 3/6 - working late
  03/11/11      04/04/11     Maloney,Brian C     Travel                     595.90 Flight from Detroit, MI to Newark, NJ.
                                                                                    - coach airfare
  03/11/11      04/04/11     Maloney,Brian C     Travel                     651.70 Flight from Newark, NJ to Detroit, MI.
                                                                                    - coach airfare

                                                                2
                                                      EXHIBIT B


Transaction   Accounting                                          Billable
   Date         Date*             Name            Description     Expenses                         Notes
 03/11/11      04/04/11    Kaden,Kevin J     Travel                    1,253.40 airfare - Borders EWR to Detroit tound
                                                                                trip coach airfare
 03/11/11      04/04/11    Friedman,Jason    Local Meals                  8.00 Dinner for Jason Friedman - working
                                                                               late
 03/11/11      04/04/11    Friedman,Jason    Travel                     551.66 Travel from LGA to DTW - coach
                                                                               airfare
 03/11/11      04/04/11    Friedman,Jason    Travel                     569.30 Travel from DTW to LGA - coach
                                                                               airfare
 03/11/11      04/12/11    Matson,Kate       Travel                     730.09 NY - Ann Arbor - NY - coach airfare
 03/13/11      04/04/11    Maloney,Brian C   Lodging                    149.00 Hotel - Cost of hotel stay from 3/13
                                                                               through 3/16 - 1 night
 03/13/11      04/04/11    Maloney,Brian C   Lodging                     16.39 Hotel - Room Tax - Cost of hotel stay
                                                                               from 3/13 through 3/16 - 1 night
 03/13/11      04/04/11    Maloney,Brian C   Travel                      25.00 Bag fee incurred on trip from Newark,
                                                                               NJ to Detroit, MI.
 03/13/11      04/04/11    Maloney,Brian C   Meals-Travel                12.08 Purchase of dinner on Sunday, 3/13.
 03/13/11      04/04/11    Maloney,Brian C   Meals-Travel                 6.50 Purchase of sundry refreshments on
                                                                               Sunday, 3/13.
 03/13/11      04/04/11    Friedman,Jason    Lodging                     17.49 Hotel - Room Tax - Hotel for Jason
                                                                               Friedman - 1 night
 03/13/11      04/04/11    Maloney,Brian C   Travel                      56.92 Cab fare from Detroit Metropolitan
                                                                               Airport to Ann Arbor, MI.
 03/13/11      04/04/11    Friedman,Jason    Lodging                    159.00 Hotel - Hotel for Jason Friedman - 1
                                                                               night
 03/13/11      04/04/11    Maloney,Brian C   Meals-Travel                 6.62 Meals-Out-Of-Town Travel at Hotel -
                                                                               Purchase of snacks and sundry
                                                                               refreshments.
 03/13/11      04/12/11    Matson,Kate       Meals-Travel                20.00 Dinner KM


                                                            3
                                                        EXHIBIT B


Transaction   Accounting                                            Billable
   Date         Date*             Name               Description    Expenses                       Notes
 03/14/11      04/04/11    Friedman,Jason        Lodging                   17.49 Hotel - Room Tax - Hotel for Jason
                                                                                 Friedman - 1 night
 03/14/11      04/04/11    Friedman,Jason        Lodging                  159.00 Hotel - Hotel for Jason Friedman - 1
                                                                                 night
 03/14/11      04/04/11    Friedman,Jason        Meals-Travel              11.87 Meal for Jason Friedman
 03/14/11      04/04/11    Maloney,Brian C       Travel                   106.70 Car service from Nanuet, NY to
                                                                                 Newark Airport.
 03/14/11      04/04/11    Maloney,Brian C       Lodging                   16.39 Hotel - Room Tax - Cost of hotel stay
                                                                                 from 3/13 through 3/16 - 1 night
 03/14/11      04/04/11    Maloney,Brian C       Meals-Travel              12.47 Purchase of lunch on 3/14.
 03/14/11      04/04/11    Nachmani,Rebecca F.   Meals-Travel               9.59 Meal while traveling
 03/14/11      04/04/11    Maloney,Brian C       Lodging                  149.00 Hotel - Cost of hotel stay from 3/13
                                                                                 through 3/16 - 1 night
 03/14/11      04/12/11    Matson,Kate           Meals-Travel              80.00 Dinner KM, BM, JF, RN
 03/14/11      04/12/11    Matson,Kate           Meals-Travel              14.64 Lunch KM, RN, JF
 03/15/11      04/04/11    Friedman,Jason        Lodging                  159.00 Hotel - Hotel for Jason Friedman - 1
                                                                                 night
 03/15/11      04/04/11    Friedman,Jason        Lodging                   17.49 Hotel - Room Tax - Hotel for Jason
                                                                                 Friedman - 1 night
 03/15/11      04/04/11    Friedman,Jason        Meals-Travel               8.79 Meal for Jason Friedman while
                                                                                 traveling
 03/15/11      04/04/11    Maloney,Brian C       Lodging                  149.00 Hotel - Cost of hotel stay from 3/13
                                                                                 through 3/16 - 1 night
 03/15/11      04/04/11    Maloney,Brian C       Meals-Travel               6.44 Purchase of lunch on 3/15.
 03/15/11      04/04/11    Nachmani,Rebecca F.   Meals-Travel               9.59 Food at Hotel
 03/15/11      04/04/11    Maloney,Brian C       Travel                    16.39 Hotel - Room Tax - Cost of hotel stay
                                                                                 from 3/13 through 3/16.
 03/15/11      04/04/11    Maloney,Brian C       Meals-Travel              80.00 Purchase of dinner for BDO team on
                                                                                 3/16. Attendees: BM, KM, JF, RN
                                                                4
                                                          EXHIBIT B


Transaction   Accounting                                              Billable
   Date         Date*             Name               Description      Expenses                          Notes
 03/15/11      04/12/11    Matson,Kate           Meals-Travel                  2.63   Breakfast
 03/15/11      04/12/11    Matson,Kate           Meals-Travel                13.44    Lunch
 03/16/11      04/04/11    Nachmani,Rebecca F.   Meals-Travel                  9.06   Food at Hotel
 03/16/11      04/04/11    Friedman,Jason        Meals-Travel                  6.44   Lunch for Jason Friedman
 03/16/11      04/04/11    Friedman,Jason        Meals-Travel                  4.54   Breakfast for Jason Friedman
 03/16/11      04/04/11    Maloney,Brian C       Meals-Travel                  5.73   Purchase of sundry refreshments on
                                                                                      3/16.
 03/16/11      04/04/11    Maloney,Brian C       Meals-Travel                 7.50    Purchase of lunch on 3/16.
 03/16/11      04/04/11    Friedman,Jason        Lodging                    159.00    Hotel - Hotel for Jason Friedman - 1
                                                                                      night
 03/16/11      04/04/11    Friedman,Jason        Lodging                     17.49    Hotel - Room Tax - Hotel for Jason
                                                                                      Friedman - 1 night
 03/16/11      04/12/11    Matson,Kate           Lodging                     16.39    Hotel - Room Tax - 1 night
 03/16/11      04/12/11    Matson,Kate           Lodging                    149.00    Hotel - Room Charge - 1 night
 03/16/11      04/12/11    Matson,Kate           Meals-Travel                 3.13    Breakfast
 03/16/11      04/12/11    Matson,Kate           Meals-Travel                10.84    Lunch
 03/16/11      04/12/11    Matson,Kate           Meals-Travel                 1.91    Sundry
 03/16/11      04/12/11    Matson,Kate           Meals-Travel                40.00    Dinner at airport with BM
 03/16/11      04/12/11    Matson,Kate           Meals-Travel                 7.04    Meals/Ent-Out-Of-Town Travel - PPA-
                                                                                      Date s/b 3-14-2011
 03/16/11      04/12/11    Matson,Kate           Meals-Travel                 7.04 Meals/Ent-Out-Of-Town Travel - PPA-
                                                                                   Date s/b 3-15-2011
 03/16/11      04/12/11    Matson,Kate           Travel                     363.56 Car rental for business trip.
 03/17/11      04/04/11    Kaden,Kevin J         Travel                     118.68 Avis rental car for Borders meeting in
                                                                                   Detroit
 03/17/11      04/04/11    D'Amato III,Jerry     Local Meals                 21.48 Lunch for team while working on
                                                                                   project.
 03/17/11      04/04/11    Nachmani,Rebecca F.   Meals-Travel                 6.15 Food at Hotel

                                                                5
                                                          EXHIBIT B


Transaction   Accounting                                              Billable
   Date         Date*             Name                Description     Expenses                         Notes
 03/17/11      04/04/11    Kaden,Kevin J         Travel                      66.00   parking at airport - borders
 03/17/11      04/04/11    Kaden,Kevin J         Lodging                    149.00   Hotel - Hotel - 1 night
 03/17/11      04/04/11    Kaden,Kevin J         Lodging                     16.39   Hotel - Room Tax - Hotel
 03/17/11      04/04/11    Maloney,Brian C       Travel                     106.70   Car service from Newark Airport to
                                                                                     Nanuet, NY.
 03/17/11      04/04/11    Friedman,Jason        Travel                      26.25   Cab from LGA to Brooklyn, NY
 03/17/11      04/04/11    D'Amato III,Jerry     Local Meals                 18.73   Dinner while working late on Borders
 03/17/11      04/04/11    Kaden,Kevin J         Phone                       12.56   Phone-General/Internet Connect - Hotel
 03/17/11      04/04/11    Maloney,Brian C       Travel                      23.00   Baggage fee for flight from Newark
                                                                                     Airport to Detroit Metropolitan Airport.
 03/17/11      04/07/11    Hauer,Rich            Local Meals                 15.26   Working lunch for Borders.
 03/17/11      04/12/11    Matson,Kate           Lodging                    149.00   Hotel - Room Charge - 1 night
 03/17/11      04/12/11    Matson,Kate           Travel                     730.09   NY - Ann Arbor - NY - coach airfare
 03/17/11      04/12/11    Matson,Kate           Lodging                     16.39   Hotel - Room Tax - 1 night
 03/18/11      04/04/11    Nachmani,Rebecca F.   Travel                      74.50   Cabfare from airport
 03/18/11      04/04/11    Kaden,Kevin J         Travel                   1,278.40   airfare - Borders meeting in Detroit -
                                                                                     coach airfare
 03/18/11      04/04/11    Friedman,Jason        Travel                     507.48   Flight from LGA to DTW - coach
                                                                                     airfare
 03/18/11      04/04/11    Nachmani,Rebecca F.   Travel                     730.09   Air travel to and from Michigan - coach
                                                                                     airfare
 03/18/11      04/04/11    Maloney,Brian C       Travel                   1,085.68   Round-trip flight between Newark
                                                                                     Airport and Detroit Metropolitan
                                                                                     Airport for the periods March 21, 2011
                                                                                     through March 25, 2011.
 03/18/11      04/04/11    Friedman,Jason        Local Travel                91.82   Transportation from 135 W. 50th Street
                                                                                     to N. Woodmere, NY - late night
 03/18/11      04/04/11    Friedman,Jason        Travel                      94.03 Transportation from North Woodmere,
                                                                                   NY to LGA
                                                                6
                                                        EXHIBIT B


Transaction   Accounting                                            Billable
   Date         Date*             Name              Description     Expenses                       Notes
 03/18/11      04/12/11    Matson,Kate         Lodging                     16.39 Hotel - Room Tax - 1 night
 03/18/11      04/12/11    Matson,Kate         Travel                      81.60 Car from home to airport 3/13
 03/18/11      04/12/11    Matson,Kate         Lodging                    149.00 Hotel - Room Charge - 1 night
 03/18/11      04/14/11    Manning,JR          Travel                     268.00 Railticket BAL-NYP-BAL for Borders
                                                                                 meetings
 03/18/11      04/19/11    D'Amato III,Jerry   Local Travel               145.25 Car service home from the office -
                                                                                 working late
 03/20/11      04/04/11    Friedman,Jason      Lodging                    149.00 Hotel - Hotel for Jason Friedman
                                                                                 3/21/11-3/25/11- 1 night
 03/20/11      04/04/11    Friedman,Jason      Lodging                     16.39 Hotel - Room Tax - Hotel for Jason
                                                                                 Friedman 3/21/11-3/25/11- 1 night
 03/21/11      04/04/11    Maloney,Brian C     Meals-Travel                 3.26 Purchase of sundry refreshments on
                                                                                 3/21.
 03/21/11      04/04/11    Kaden,Kevin J       Lodging                    159.00 Hotel - Stay over in Ann Arbor, MI -
                                                                                 Borders Fieldwork- 1 night
 03/21/11      04/04/11    Kaden,Kevin J       Lodging                     17.49 Hotel - Room Tax - Stay over in Ann
                                                                                 Arbor, MI - Borders Fieldwork- 1 night
 03/21/11      04/04/11    Maloney,Brian C     Meals-Travel                12.39 Purchase of breakfast and sundry
                                                                                 refreshments on 3/21.
 03/21/11      04/04/11    Maloney,Brian C     Meals-Travel                 3.00 Meals/Ent-Out-Of-Town Travel - Hotel
                                                                                 stay from 3/21/11 through 3/25/11.
                                                                                 (Other Expenses)
 03/21/11      04/04/11    Maloney,Brian C     Travel                     106.70 Cost of car service from Nanuet, NY to
                                                                                 EWR.
 03/21/11      04/04/11    Maloney,Brian C     Meals-Travel                 3.00 Meals/Ent-Out-Of-Town Travel - Hotel
                                                                                 stay from 3/21/11 through 3/25/11.
                                                                                 (Other Expenses)
 03/21/11      04/04/11    Maloney,Brian C     Lodging                    149.00 Hotel - Hotel stay from 3/21/11 through
                                                                                 3/25/11- 1 night

                                                              7
                                                        EXHIBIT B


Transaction   Accounting                                            Billable
   Date         Date*             Name               Description    Expenses                      Notes
 03/21/11      04/04/11    Maloney,Brian C       Lodging                   16.39 Hotel - Room Tax - Hotel stay from
                                                                                 3/21/11 through 3/25/11- 1 night
 03/21/11      04/04/11    Maloney,Brian C       Meals-Travel               3.00 Meals/Ent-Out-Of-Town Travel - Hotel
                                                                                 stay from 3/21/11 through 3/25/11.
                                                                                 (Other Expenses)
 03/21/11      04/04/11    Maloney,Brian C       Meals-Travel               2.00 Meals/Ent-Out-Of-Town Travel - Hotel
                                                                                 stay from 3/21/11 through 3/25/11.
                                                                                 (Other Expenses)
 03/21/11      04/04/11    Maloney,Brian C       Meals-Travel               6.53 Purchase of lunch on 3/21.
 03/21/11      04/04/11    Friedman,Jason        Lodging                   16.39 Hotel - Room Tax - Hotel for Jason
                                                                                 Friedman 3/21/11-3/25/11- 1 night
 03/21/11      04/04/11    Friedman,Jason        Meals-Travel               6.04 Meal for Jason Friedman
 03/21/11      04/04/11    Goodenow,Mark A       Travel                    15.30 home to westchester airport
 03/21/11      04/04/11    Goodenow,Mark A       Lodging                   17.49 Hotel - Room Tax - Courtyard by
                                                                                 Marriott- 1 night
 03/21/11      04/04/11    Kaden,Kevin J         Local Meals              120.00 Working Dinner (6) KK, KM, MG, JF,
                                                                                 RN, BM
 03/21/11      04/04/11    Goodenow,Mark A       Lodging                  159.00 Hotel - Courtyard by Marriott- 1 night
 03/21/11      04/04/11    Goodenow,Mark A       Meals-Travel               5.35 Sundry Refreshments
 03/21/11      04/04/11    Friedman,Jason        Lodging                  149.00 Hotel - Hotel for Jason Friedman
                                                                                 3/21/11-3/25/11- 1 night
 03/21/11      04/04/11    Goodenow,Mark A       Meals-Travel               2.76 Coffee
 03/21/11      04/04/11    Goodenow,Mark A       Meals-Travel               4.23 Meals/Ent-Out-Of-Town Travel -
                                                                                 Courtyard by Marriott
 03/21/11      04/04/11    Nachmani,Rebecca F.   Lodging                  159.00 Hotel - Borders Hotel Stay- 1 night
 03/21/11      04/04/11    Nachmani,Rebecca F.   Lodging                   17.49 Hotel - Room Tax - Borders Hotel
                                                                                 Stay- 1 night
 03/21/11      04/04/11    Nachmani,Rebecca F.   Meals-Travel               9.06 Meals/Ent-Out-Of-Town Travel -
                                                                                 Borders Hotel Stay (Other Expenses)
                                                                8
                                                        EXHIBIT B


Transaction   Accounting                                            Billable
   Date         Date*             Name                Description   Expenses                      Notes
 03/21/11      04/04/11    Maloney,Brian C       Travel                    23.00 Checked bag fee (EWR - DTW).
 03/21/11      04/04/11    Nachmani,Rebecca F.   Meals-Travel                5.87Meal
 03/21/11      04/12/11    Matson,Kate           Meals-Travel                9.45Lunch
 03/21/11      04/12/11    Matson,Kate           Meals-Travel              17.94 Breakfast KM, RN, BM
 03/21/11      04/12/11    Matson,Kate           Meals-Travel                5.16Sundry
 03/21/11      04/13/11    Matson,Kate           Lodging                   16.39 Hotel - Room Tax- 1 night
 03/21/11      04/13/11    Matson,Kate           Lodging                  149.00 Hotel - Room Charge- 1 night
 03/21/11      04/13/11    Matson,Kate           Meals-Travel                7.04Meals/Ent-Out-Of-Town Travel -
 03/21/11      04/13/11    Matson,Kate           Meals-Travel              15.04 Meals/Ent-Out-Of-Town Travel -
 03/22/11      04/04/11    Kaden,Kevin J         Meals-Travel              20.00 Dinner in Detroit KK
 03/22/11      04/04/11    Nachmani,Rebecca F.   Lodging                  159.00 Hotel - Borders Hotel Stay- 1 night
 03/22/11      04/04/11    Nachmani,Rebecca F.   Lodging                   17.49 Hotel - Room Tax - Borders Hotel
                                                                                 Stay- 1 night
 03/22/11      04/04/11    Maloney,Brian C       Lodging                   16.39 Hotel - Room Tax - Hotel stay from
                                                                                 3/21/11 through 3/25/11- 1 night
 03/22/11      04/04/11    Maloney,Brian C       Lodging                  149.00 Hotel - Hotel stay from 3/21/11 through
                                                                                 3/25/11- 1 night
 03/22/11      04/04/11    Nachmani,Rebecca F.   Meals-Travel               8.95 Meal
 03/22/11      04/04/11    Friedman,Jason        Travel                    25.00 Checking of Travel Luggage
 03/22/11      04/04/11    Friedman,Jason        Lodging                   16.39 Hotel - Room Tax - Hotel for Jason
                                                                                 Friedman - 1 night
 03/22/11      04/04/11    Friedman,Jason        Meals-Travel              12.92 Meal for Jason Friedman
 03/22/11      04/04/11    Kaden,Kevin J         Travel                    66.00 parking at Newark airport
 03/22/11      04/04/11    Kaden,Kevin J         Travel                    70.00 Taxi from Borders (MI) to airport
 03/22/11      04/04/11    Maloney,Brian C       Meals-Travel               5.15 Purchase of breakfast on 3/22/11.
 03/22/11      04/04/11    Maloney,Brian C       Travel                     2.50 Parking fee incurred on 3/22.
 03/22/11      04/04/11    Maloney,Brian C       Meals-Travel               8.62 Purchase of lunch on 3/22/11.

                                                                9
                                                        EXHIBIT B


Transaction   Accounting                                            Billable
   Date         Date*             Name               Description    Expenses                       Notes
 03/22/11      04/04/11    Goodenow,Mark A       Meals-Travel                6.71 breakfast
 03/22/11      04/04/11    Goodenow,Mark A       Meals-Travel              14.00 Lunch w/BM/JF
 03/22/11      04/04/11    Friedman,Jason        Lodging                  149.00 Hotel - Hotel for Jason Friedman
                                                                                  3/21/11-3/25/11- 1 night
 03/22/11      04/04/11    Goodenow,Mark A       Lodging                  159.00 Hotel - Courtyard by Marriott- 1 night
 03/22/11      04/04/11    Goodenow,Mark A       Travel                    69.00 taxi from Detroit airport to Border's
                                                                                 office
 03/22/11      04/04/11    Goodenow,Mark A       Lodging                   17.49 Hotel - Room Tax - Courtyard by
                                                                                 Marriott- 1 night
 03/22/11      04/04/11    Nachmani,Rebecca F.   Meals-Travel              80.00 Dinner while tarveling: RN, KM, BM,
                                                                                 JF
 03/22/11      04/12/11    Matson,Kate           Meals-Travel               5.08 Lunch
 03/22/11      04/13/11    Matson,Kate           Lodging                  149.00 Hotel - Room Charge- 1 night
 03/22/11      04/13/11    Matson,Kate           Lodging                   16.39 Hotel - Room Tax - 1 night
 03/23/11      04/04/11    Friedman,Jason        Lodging                   16.39 Hotel - Room Tax - Hotel for Jason
                                                                                 Friedman 3/21/11-3/25/11 - 1 night
 03/23/11      04/04/11    Goodenow,Mark A       Meals-Travel               8.82 Lunch
 03/23/11      04/04/11    Friedman,Jason        Lodging                  149.00 Hotel - Hotel for Jason Friedman
                                                                                 3/21/11-3/25/11 - 1 night
 03/23/11      04/04/11    Nachmani,Rebecca F.   Lodging                   17.49 Hotel - Room Tax - Borders Hotel Stay
                                                                                 - 1 night
 03/23/11      04/04/11    Nachmani,Rebecca F.   Meals-Travel              10.21 Meal
 03/23/11      04/04/11    Nachmani,Rebecca F.   Travel                    48.50 Cab fare to airport
 03/23/11      04/04/11    Maloney,Brian C       Meals-Travel              26.50 Purchase of dinner for self, Kate
                                                                                 Matson and Jason Friedman on 3/23/11.
 03/23/11      04/04/11    Maloney,Brian C       Meals-Travel               5.57 Purchase of lunch on 3/23/11.
 03/23/11      04/04/11    Maloney,Brian C       Meals-Travel               7.96 Purchase of breakfast on 3/23/11.


                                                            10
                                                        EXHIBIT B


Transaction   Accounting                                            Billable
   Date         Date*             Name               Description    Expenses                       Notes
 03/23/11      04/04/11    Maloney,Brian C       Lodging                  149.00 Hotel - Hotel stay from 3/21/11 through
                                                                                 3/25/11 - 1 night
 03/23/11      04/04/11    Maloney,Brian C       Lodging                   16.39 Hotel - Room Tax - Hotel stay from
                                                                                 3/21/11 through 3/25/11 - 1 night
 03/23/11      04/04/11    Goodenow,Mark A       Meals-Travel              20.00 Dinner
 03/23/11      04/04/11    Goodenow,Mark A       Lodging                  159.00 Hotel - Courtyard by Marriott- 1 night
 03/23/11      04/04/11    Goodenow,Mark A       Meals-Travel               4.23 Meals/Ent-Out-Of-Town Travel -
                                                                                 Courtyard by Marriott
 03/23/11      04/04/11    Goodenow,Mark A       Lodging                   17.49 Hotel - Room Tax - Courtyard by
                                                                                 Marriott - 1 night
 03/23/11      04/04/11    Nachmani,Rebecca F.   Lodging                  159.00 Hotel - Borders Hotel Stay - 1 night
 03/23/11      04/04/11    Maloney,Brian C       Lodging                   14.00 Hotel - Other Charges - Hotel stay from
                                                                                 3/21/11 through 3/25/11. Cost of hotel
                                                                                 laundry services.
 03/23/11      04/12/11    Matson,Kate           Meals-Travel              12.73 Breakfast KM, JF
 03/23/11      04/12/11    Matson,Kate           Meals-Travel              13.54 Lunch
 03/23/11      04/13/11    Matson,Kate           Lodging                   16.39 Hotel - Room Tax - 1 night
 03/23/11      04/13/11    Matson,Kate           Meals-Travel              33.68 Dinner KM, BM
 03/23/11      04/13/11    Matson,Kate           Lodging                  149.00 Hotel - Room Charge - 1 night
 03/24/11      04/04/11    Goodenow,Mark A       Meals-Travel              28.33 lunch w/BM/RN/JR
 03/24/11      04/04/11    Goodenow,Mark A       Meals-Travel               3.44 breakfast
 03/24/11      04/04/11    Friedman,Jason        Meals-Travel               7.39 Meal for Jason Friedman
 03/24/11      04/04/11    Nachmani,Rebecca F.   Meals-Travel              16.78 Meal
 03/24/11      04/04/11    Nachmani,Rebecca F.   Meals-Travel               7.74 Meal
 03/24/11      04/04/11    Maloney,Brian C       Meals-Travel               5.15 Purchase of lunch on 3/24/11.
 03/24/11      04/04/11    Maloney,Brian C       Meals-Travel               4.39 Purchase of breakfast on 3/24/11.



                                                            11
                                                      EXHIBIT B


Transaction   Accounting                                          Billable
   Date         Date*             Name           Description      Expenses                        Notes
 03/24/11      04/04/11    Maloney,Brian C   Meals-Travel                  1.25 Meals/Ent-Out-Of-Town Travel - Hotel
                                                                                stay from 3/21/11 through 3/25/11.
                                                                                (Other Expenses)
 03/24/11      04/04/11    Maloney,Brian C   Meals-Travel                10.05 Purchase of breakfast on 3/24/11.
 03/24/11      04/04/11    Maloney,Brian C   Meals-Travel                  1.75 Meals/Ent-Out-Of-Town Travel - Hotel
                                                                                stay from 3/21/11 through 3/25/11.
                                                                                (Other Expenses)
 03/24/11      04/04/11    Maloney,Brian C   Meals-Travel                  2.00 Meals/Ent-Out-Of-Town Travel - Hotel
                                                                                stay from 3/21/11 through 3/25/11.
                                                                                (Other Expenses)
 03/24/11      04/04/11    Goodenow,Mark A   Lodging                       9.00 Hotel Tips - bellboy/maid
 03/24/11      04/04/11    Goodenow,Mark A   Travel                        5.32 Gas
 03/24/11      04/04/11    Goodenow,Mark A   Travel                      15.30 Westchester airport to home
 03/24/11      04/04/11    Goodenow,Mark A   Travel                     105.61 parking at Westchester airport 3/21-
                                                                                3/24/11
 03/24/11      04/04/11    Maloney,Brian C   Travel                     304.31 Cost of car rental from 3/21/11 through
                                                                                3/25/11.
 03/24/11      04/04/11    Maloney,Brian C   Lodging                     16.39 Hotel - Room Tax - Hotel stay from
                                                                                3/21/11 through 3/25/11 - 1 night
 03/24/11      04/04/11    Maloney,Brian C   Lodging                    149.00 Hotel - Hotel stay from 3/21/11 through
                                                                               3/25/11 - 1 night
 03/24/11      04/04/11    Goodenow,Mark A   Meals-Travel                 2.35 Water
 03/24/11      04/07/11    Maloney,Brian C   Travel                     886.54 Flights from EWR to ATL to DTW,
                                                                               back to EWR.
 03/24/11      04/13/11    Matson,Kate       Lodging                    149.00 Hotel - Room Charge - 1 night
 03/24/11      04/13/11    Matson,Kate       Meals-Travel                 4.80 Breakfast KM
 03/24/11      04/13/11    Matson,Kate       Meals-Travel                40.00 Dinner JF KM
 03/24/11      04/13/11    Matson,Kate       Meals-Travel                 4.38 Lunch KM
 03/24/11      04/13/11    Matson,Kate       Lodging                     16.39 Hotel - Room Tax - 1 night

                                                         12
                                                        EXHIBIT B


Transaction   Accounting                                            Billable
   Date         Date*             Name                Description   Expenses                        Notes
 03/25/11      04/04/11    Maloney,Brian C       Meals-Travel                6.99 Purchase of dinner on 3/25/11.
 03/25/11      04/07/11    Maloney,Brian C       Travel                   106.70 Car service from EWR to Nanuet, NY
                                                                                  on 3/25/11.
 03/25/11      04/13/11    Matson,Kate           Meals-Travel              21.21 Lunch KM, BM, JF
 03/25/11      04/13/11    Matson,Kate           Travel                    93.02 Car service home - airport
 03/25/11      04/13/11    Matson,Kate           Travel                   376.76 Car rental DTW - AA
 03/25/11      04/13/11    Matson,Kate           Meals-Travel              18.67 Breakfast KM, BM, JF
 03/25/11      04/13/11    Matson,Kate           Travel                   730.09 Airfare LGA - DTW
 03/25/11      04/22/11    Friedman,Jason        Travel                   261.31 Flight from Michigan to New York
 03/26/11      04/04/11    Maloney,Brian C       Travel                    23.00 Checked bag fee (DTW-EWR).
 03/26/11      04/13/11    Matson,Kate           Meals-Travel              20.00 Dinner at office KM
 03/26/11      04/13/11    Matson,Kate           Meals-Travel                7.00 Sundry snack KM
 03/27/11      04/22/11    Friedman,Jason        Lodging                   17.49 Hotel - Room Tax - Hotel for J.
                                                                                  Friedman - 1 night
 03/27/11      04/22/11    Friedman,Jason        Lodging                  159.00 Hotel - Hotel for J. Friedman - 1 night
 03/28/11      04/05/11    Goodenow,Mark A       Travel                   821.01 airfare to Detroit, MI
 03/28/11      04/06/11    Nachmani,Rebecca F.   Meals-Travel                3.99 Lunch at Borders Headquarters
 03/28/11      04/06/11    Nachmani,Rebecca F.   Meals-Travel              23.65 Lunch at Borders Headquarters
 03/28/11      04/06/11    Nachmani,Rebecca F.   Travel                    70.00 Car Travel
 03/28/11      04/13/11    Matson,Kate           Meals-Travel              24.36 Meals/Ent-Out-Of-Town Travel -
 03/28/11      04/13/11    Matson,Kate           Meals-Travel              60.00 Dinner RN, BM, JF
 03/28/11      04/13/11    Matson,Kate           Lodging                   17.49 Hotel - Room Tax - 1 night
 03/28/11      04/13/11    Matson,Kate           Lodging                  159.00 Hotel - Room Charge - 1 night
 03/28/11      04/22/11    Friedman,Jason        Lodging                   17.49 Hotel - Room Tax - Hotel for J.
                                                                                  Friedman - 1 night
 03/28/11      04/22/11    Friedman,Jason        Lodging                  159.00 Hotel - Hotel for J. Friedman - 1 night
 03/28/11      04/22/11    Friedman,Jason        Meals-Travel                7.79 Meal for Jason Friedman
 03/29/11      04/06/11    Nachmani,Rebecca F.   Meals-Travel                4.03 Breakfast at Hotel in Michigan
                                                            13
                                                          EXHIBIT B


Transaction   Accounting                                              Billable
   Date         Date*             Name               Description      Expenses                        Notes
 03/29/11      04/06/11    Nachmani,Rebecca F.   Meals-Travel                17.26 Lunch at Borders Headquarters
 03/29/11      04/07/11    Maloney,Brian C       Lodging                     16.39 Hotel - Room Tax - Courtyard Marriott
                                                                                    - 1 night
 03/29/11      04/07/11    Maloney,Brian C       Lodging                    149.00 Hotel - Courtyard Marriott - 1 night
 03/29/11      04/07/11    Maloney,Brian C       Meals-Travel                  8.18 Purchase of lunch on 3/29/11.
 03/29/11      04/13/11    Matson,Kate           Lodging                     17.49 Hotel - Room Tax - 1 night
 03/29/11      04/13/11    Matson,Kate           Lodging                    159.00 Hotel - Room Charge - 1 night
 03/29/11      04/13/11    Matson,Kate           Meals-Travel                  5.82 Sundry KM
 03/29/11      04/13/11    Matson,Kate           Meals-Travel                  8.43 Lunch KM
 03/29/11      04/13/11    Matson,Kate           Meals-Travel                  6.80 Breakfast airport KM
 03/29/11      04/22/11    Friedman,Jason        Meals-Travel                  2.95 Meal for Jason Friedman
 03/29/11      04/22/11    Friedman,Jason        Lodging                     17.49 Hotel - Room Tax - Hotel for J.
                                                                                    Friedman - 1 night
 03/29/11      04/22/11    Friedman,Jason        Lodging                    159.00 Hotel - Hotel for J. Friedman - 1 night
 03/30/11      04/05/11    Goodenow,Mark A       Lodging                    159.00 Hotel - Courtyard Marriott - Detroit -
                                                                                    Borders client visit - 1 night
 03/30/11      04/05/11    Goodenow,Mark A       Travel                      72.00 car from airport (Detroit) to client
                                                                                   office
 03/30/11      04/05/11    Goodenow,Mark A       Travel                      15.30 Home to Westchester airport
 03/30/11      04/05/11    Goodenow,Mark A       Lodging                     17.49 Hotel - Room Tax - Courtyard Marriott
                                                                                   - Detroit - Borders client visit - 1 night
 03/30/11      04/05/11    Goodenow,Mark A       Meals-Travel                 2.76   Breakfast
 03/30/11      04/05/11    Goodenow,Mark A       Meals-Travel                12.44   lunch w/KM re: Borders
 03/30/11      04/06/11    Nachmani,Rebecca F.   Meals-Travel                 1.75   Drink at hotel with dinner.
 03/30/11      04/06/11    Nachmani,Rebecca F.   Travel                      46.00   Cab from NY airport to apt.
 03/30/11      04/07/11    Maloney,Brian C       Lodging                     16.39   Hotel - Room Tax - Courtyard Marriott
                                                                                     - 1 night


                                                             14
                                                      EXHIBIT B


Transaction   Accounting                                          Billable
   Date         Date*             Name             Description    Expenses                         Notes
 03/30/11      04/07/11    Maloney,Brian C     Meals-Travel                2.50 Meals/Ent-Out-Of-Town Travel -
                                                                                (Other Expenses)
 03/30/11      04/07/11    Maloney,Brian C     Lodging                  149.00 Hotel - Courtyard Marriott - 1 night
 03/30/11      04/07/11    Maloney,Brian C     Meals-Travel              29.91 Purchase of lunch for self, Mark
                                                                                Goodenow, Kate Matson, Rebecca
                                                                                Nachmani and jason Friedman on
                                                                                3/30/11.
 03/30/11      04/07/11    Maloney,Brian C     Meals-Travel                2.00 Sundry vending machine purchases on
                                                                                3/30/11.
 03/30/11      04/07/11    Maloney,Brian C     Meals-Travel                3.26 Purchase of breakfast on 3/30/11.
 03/30/11      04/07/11    Maloney,Brian C     Meals-Travel              94.81 Purchase of dinner for self, Mark
                                                                                Goodenow, Kate Matson, Rebecca
                                                                                Nachmani and jason Friedman on
                                                                                3/30/11.
 03/30/11      04/13/11    Matson,Kate         Meals-Travel              60.00 Dinner JF, KM, BM (3/29)
 03/30/11      04/13/11    Matson,Kate         Meals-Travel              13.60 Lunch KM, JF
 03/30/11      04/13/11    Matson,Kate         Lodging                   17.49 Hotel - Room Tax - 1 night
 03/30/11      04/13/11    Matson,Kate         Lodging                  159.00 Hotel - Room Charge - 1 night
 03/30/11      04/19/11    D'Amato III,Jerry   Travel                   115.06 Car service home from office.
 03/30/11      04/19/11    D'Amato III,Jerry   Local Meals               17.10 Dinner while working late.
 03/30/11      04/22/11    Friedman,Jason      Lodging                  159.00 Hotel - Hotel for J. Friedman - 1 night
 03/30/11      04/22/11    Friedman,Jason      Meals-Travel              23.54 Meal for R. Nachmani, B. Maloney and
                                                                                J. Friedman
 03/30/11      04/22/11    Friedman,Jason      Lodging                   17.49 Hotel - Room Tax - Hotel for J.
                                                                                Friedman - 1 night
 03/31/11      04/05/11    Goodenow,Mark A     Meals-Travel              35.09 Lunch for team in Detroit: MG, RN. JF
 03/31/11      04/05/11    Goodenow,Mark A     Travel                    73.00 car from client office to Detroit airport
 03/31/11      04/05/11    Goodenow,Mark A     Travel                    52.81 parking at Westchester airport
 03/31/11      04/05/11    Goodenow,Mark A     Lodging                     6.00 Hotel - tips - bellhop, skycap

                                                          15
                                                        EXHIBIT B


Transaction   Accounting                                            Billable
   Date         Date*             Name               Description    Expenses                       Notes
 03/31/11      04/05/11    Goodenow,Mark A       Meals-Travel                2.35 Water
 03/31/11      04/05/11    Goodenow,Mark A       Meals-Travel                7.41 Meals/Ent-Out-Of-Town Travel -
                                                                                  Courtyard Marriott - Detroit - Borders
                                                                                  client visit
 03/31/11      04/05/11    Goodenow,Mark A       Travel                    15.30 Westchester airport to home
 03/31/11      04/06/11    Lenhart,William K     Facsimile                 19.08 Charge for large fax received re: review
                                                                                  of Debtors' Business Plan per request of
                                                                                  counsel.
 03/31/11      04/06/11    Nachmani,Rebecca F.   Meals-Travel                2.00 Meals/Ent-Out-Of-Town Travel - Hotel
                                                                                  Stay Ann Arbor MI (Other Expenses)
 03/31/11      04/06/11    Nachmani,Rebecca F.   Meals-Travel               12.83 Meals/Ent-Out-Of-Town Travel - Hotel
                                                                                  Stay Ann Arbor MI (Other Expenses)
 03/31/11      04/06/11    Nachmani,Rebecca F.   Travel                    68.00 Cab from Borders to Michigan Airport
 03/31/11      04/06/11    Nachmani,Rebecca F.   Lodging                  159.00 Hotel - Hotel Stay Ann Arbor MI - 1
                                                                                 night
 03/31/11      04/06/11    Nachmani,Rebecca F.   Lodging                   17.49 Hotel - Room Tax - Hotel Stay Ann
                                                                                 Arbor MI - 1 night
 03/31/11      04/06/11    Nachmani,Rebecca F.   Meals-Travel               6.15 Meals/Ent-Out-Of-Town Travel - Hotel
                                                                                 Stay Ann Arbor MI (Other Expenses)
 03/31/11      04/06/11    Nachmani,Rebecca F.   Meals-Travel                8.74 Breakfast Meal in Michigan
 03/31/11      04/07/11    Maloney,Brian C       Meals-Travel                4.75 Meals/Ent-Out-Of-Town Travel -
                                                                                  Courtyard Marriott. (Other Expenses)
                                                                                  Purchase of snacks and sundry
                                                                                  refreshments.
 03/31/11      04/07/11    Maloney,Brian C       Meals-Travel                3.00 Sundry vending machine purchases on
                                                                                  3/31/11.
 03/31/11      04/07/11    Maloney,Brian C       Lodging                    16.39 Hotel - Room Tax - Courtyard Marriott
                                                                                  - 1 night
 03/31/11      04/07/11    Maloney,Brian C       Meals-Travel               13.98 Purchase of lunch for self, Jason
                                                                                  Friedman and Rebecca Nachmani.
                                                             16
                                                          EXHIBIT B


Transaction   Accounting                                              Billable
   Date         Date*             Name                Description     Expenses                          Notes
 03/31/11      04/07/11    Maloney,Brian C       Lodging                    149.00    Hotel - Courtyard Marriott - 1 night
 03/31/11      04/13/11    Matson,Kate           Lodging                    159.00    Hotel - Room Charge - 1 night
 03/31/11      04/13/11    Matson,Kate           Meals-Travel                  4.46   Breakfast KM
 03/31/11      04/13/11    Matson,Kate           Lodging                     17.49    Hotel - Room Tax - 1 night
 03/31/11      04/19/11    D'Amato III,Jerry     Travel                     144.66    Car service home from the office.
 03/31/11      04/19/11    D'Amato III,Jerry     Local Meals                 13.01    Dinner while working late
 03/31/11      04/22/11    Friedman,Jason        Lodging                     17.49    Hotel - Room Tax - Hotel for J.
                                                                                      Friedman - 1 night
 03/31/11      04/22/11    Friedman,Jason        Lodging                    159.00    Hotel - Hotel for J. Friedman - 1 night
 04/01/11      04/06/11    Nachmani,Rebecca F.   Lodging                     17.49    Hotel - Room Tax - Hotel Stay Ann
                                                                                      Arbor MI - 1 night
 04/01/11      04/06/11    Nachmani,Rebecca F.   Lodging                    159.00    Hotel - Hotel Stay Ann Arbor MI - 1
                                                                                      night
 04/01/11      04/07/11    Maloney,Brian C       Meals-Travel                 5.27    Cost of breakfast on 4/1/2011.
 04/01/11      04/07/11    Maloney,Brian C       Meals-Travel                60.00    Cost of dinner for self, Kate Matson
                                                                                      and Jason Friedman on 4/1/2011.
 04/01/11      04/07/11    Maloney,Brian C       Travel                     178.02 Cost of rental car from 3/29/2011
                                                                                   through 4/1/2011.
 04/01/11      04/07/11    Maloney,Brian C       Travel                      11.39 Purchase of gas for rental car.
 04/01/11      04/07/11    Maloney,Brian C       Meals-Travel                 3.00 Sundry vending machine purchases on
                                                                                   4/1/11.
 04/01/11      04/07/11    Maloney,Brian C       Meals-Travel                19.48 Purchase of dinner for self, Kate
                                                                                   Matson and Jason Friedman on
                                                                                   3/31/2011.
 04/01/11      04/13/11    Matson,Kate           Meals-Travel                 7.04 Sundry KM
 04/01/11      04/13/11    Matson,Kate           Travel                     268.83 Car rental Detroit - Ann Arbor
 04/01/11      04/13/11    Matson,Kate           Meals-Travel                 8.99 Lunch KM
 04/01/11      04/13/11    Matson,Kate           Meals-Travel                18.75 Breakfast
 04/01/11      04/13/11    Matson,Kate           Travel                      76.29 Car service home for MT
                                                             17
                                                          EXHIBIT B


Transaction   Accounting                                              Billable
   Date         Date*             Name                Description     Expenses                         Notes
 04/01/11      04/13/11    Matson,Kate           Travel                      71.85   Car service airport - home
 04/01/11      04/13/11    Matson,Kate           Travel                      62.98   Car service home - airport
 04/01/11      04/19/11    D'Amato III,Jerry     Local Meals                 20.00   Dinner - working late
 04/01/11      04/19/11    D'Amato III,Jerry     Local Travel               148.42   Car service home from the office -
                                                                                     working late
 04/01/11      04/22/11    Friedman,Jason        Travel                      93.13   Service from LGA to North Woodmere,
                                                                                     NY
 04/02/11      04/06/11    Nachmani,Rebecca F.   Lodging                     17.49   Hotel - Room Tax - Hotel Stay Ann
                                                                                     Arbor MI - 1 night
 04/02/11      04/06/11    Nachmani,Rebecca F.   Lodging                    159.00   Hotel - Hotel Stay Ann Arbor MI - 1
                                                                                     night
 04/02/11      04/07/11    Maloney,Brian C       Travel                     106.70   Car service from EWR to Nanuet, NY
                                                                                     on 4/1/2011.
 04/02/11      04/07/11    Maloney,Brian C       Local Meals                  9.50   Late-night train expense on 4/2/2011.
 04/02/11      04/13/11    Matson,Kate           Local Meals                 26.61   Lunch MT, KM, JF on Saturday.
 04/02/11      04/22/11    Friedman,Jason        Travel                      25.00   Baggage Charge
 04/02/11      04/22/11    Friedman,Jason        Local Meals                  9.90   Dinner for Jason Friedman - working
                                                                                     late
 04/03/11      04/13/11    Matson,Kate           Local Meals                 55.44   Lunch - team
 04/04/11      04/13/11    Matson,Kate           Travel                       8.50   Cab office - home
 04/04/11      04/22/11    Friedman,Jason        Local Meals                 26.41   Meals for J. Friedman, M. Tebesceff,
                                                                                     and J. D'Amato
 04/05/11      04/13/11    Matson,Kate           Local Travel                 8.52   Cab office - home - working late
 04/05/11      04/18/11    Lenhart,William K     Local Meals                140.00   Working lunch.
 04/05/11      04/19/11    D'Amato III,Jerry     Local Travel               162.10   Car service home from office - working
                                                                                     late
 04/06/11      04/14/11    Manning,JR            Travel                       4.43   Borders - travel meal
 04/06/11      04/14/11    Manning,JR            Travel                      15.00   Borders - cab to meeting


                                                                18
                                                  EXHIBIT B


Transaction   Accounting                                      Billable
   Date         Date*             Name       Description      Expenses                     Notes
 04/06/11      04/14/11    Manning,JR    Lodging                     35.96 Hotel - Room Tax - Lodging in NYC
                                                                           for Borders Committee meeting and
                                                                           meeting with professionals - 1 night
 04/06/11      04/14/11    Manning,JR    Phone                        2.67 Phone-General/Internet Connect -
                                                                           Lodging in NYC for Borders
                                                                           Committee meeting and meeting with
                                                                           professionals
 04/06/11      04/14/11    Manning,JR    Lodging                    220.00 Hotel - Lodging in NYC for Borders
                                                                           Committee meeting and meeting with
                                                                           professionals - 1 night
 04/06/11      04/14/11    Manning,JR    Travel                     357.00 Borders meetings- rail ticket BAL-
                                                                           NYP-BAL
 04/07/11      04/14/11    Manning,JR    Travel                       7.20 Borders - cab from Pro meetings
 04/07/11      04/14/11    Manning,JR    Travel                     220.00 Hotel - Lodging in NYC for Borders
                                                                           Committee meeting and meeting with
                                                                           professionals
 04/07/11      04/14/11    Manning,JR    Travel                      10.00 Borders - cab to meeting
 04/07/11      04/14/11    Manning,JR    Travel                       9.00 Borders - cab to meeting
 04/07/11      04/14/11    Manning,JR    Lodging                     35.96 Hotel - Room Tax - Lodging in NYC
                                                                           for Borders Committee meeting and
                                                                           meeting with professionals - 1 night
 04/08/11      04/13/11    Matson,Kate   Miscellaneous              108.86 Kobo purchase for product research
 04/08/11      04/13/11    Matson,Kate   Travel                      80.72 Car service home-airport
 04/08/11      04/13/11    Matson,Kate   Travel                      70.12 Car service airport -home
 04/08/11      04/13/11    Matson,Kate   Local Travel                 9.37 Cab office - home - working late
 04/08/11      04/13/11    Matson,Kate   Local Travel               105.33 Car service office - home for JF -
                                                                           working late
 04/08/11      04/14/11    Manning,JR    Travel                      11.00 Borders - cab


                                                     19
                                                               EXHIBIT B


Transaction     Accounting                                                         Billable
   Date           Date*               Name                  Description            Expenses                      Notes
 04/08/11        04/22/11      Friedman,Jason          Local Travel                       55.63 Transpiration from New York City to
                                                                                                Brooklyn, NY - working late
  04/15/11       04/18/11      Lenhart,William K       Local Meals                         37.06 Working lunch.
  04/15/11       04/22/11      Friedman,Jason          Local Travel                       100.68 Transportation from NYC to Valley
                                                                                                 Stream, NY - working late
                                                                                       28,696.67

*Expenses incurred but not yet processed (Accounting Date) will be requested in next Monthly Statement.




                                                                      20
        EXHIBIT C

(General Bankruptcy Attached)
                                                                                   EXHIBIT C

                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


A.     INVENTORY

Date          Name     Description                                                     Time

4/5/2011      J.F.     Reviewed Hilco inventory valuation summary.                       0.2

4/8/2011      K. Mc.   Correspondence with K. Kaden re: GOB Inventory                    0.2
                       reconciliation report.

4/11/2011     K. Mc.   Responded to B. Nathan inquiry re: inventory balances.            0.1

4/12/2011     K. Mc.   Reviewed inventory roll forward schedule received from O.         0.2
                       Shah.

4/21/2011     K.M.     Reviewed inventory in-stock data from O. Shah.                    0.2

4/22/2011     K. Mc.   Reviewed in -stock analysis received from O. Shah through         0.2
                       K. Matson.

4/29/2011     K.M.     Discussed new inventory appraisal with K. Kaden.                  0.2
                                                                          TOTAL:         1.3


INDIVIDUAL TOTALS

Name                                           Hour         Rate        Compensation
K. MCCOLGAN (K. Mc.)                            0.7       475.00              332.50
K. MATSON (K.M.)                                0.4       375.00              150.00
J. FRIEDMAN (J.F.)                              0.2       200.00               40.00
TOTAL:                                          1.3                           522.50




                                           1
                                                                                         EXHIBIT C


                                BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


B.     CLAIMS ANALYSIS

Date          Name       Description                                                         Time

4/1/2011      J.D.       Email correspondence with K. Matson and K. Kaden                      0.3
                         regarding lease rejection claims for all store locations (Go-
                         forward and GOB).

4/1/2011      J.D.       Prepared lease rejection analysis based on entire population          0.4
                         of store locations.

4/1/2011      J.D.       Discussion with R. Hauer regarding schedule of lease                  0.6
                         rejections for the population of GOB and Go-forward store
                         locations.

4/1/2011      K.K.       Reviewed analysis of lease rejection claims.                          0.6

4/1/2011      K.M.       Reviewed correspondence from J. D'Amato regarding lease               0.2
                         rejections.

4/1/2011      R.H.       Reviewed and responded to emails re: lease rejections for             0.2
                         properties in Peabody MA, Minnetonka, MN and Lanhome,
                         PA.

4/1/2011      R.H.       Reviewed 502(b) calculation.                                          0.7

4/1/2011      R.H.       Call with J. D'Amato re: status of 502(b).                            1.2

4/3/2011      J.D.       Email correspondence with B. Maloney regarding the                    0.2
                         review of properties located in HI as one of the locations is
                         to be rejected.

4/3/2011      J.D.       Discussion with R. Hauer regarding the closure of                     0.7
                         properties which the Debtor has rejected.




                                              2
                                                                                        EXHIBIT C


                                BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


B.     CLAIMS ANALYSIS

Date          Name       Description                                                        Time

4/5/2011      M.T.       Updated the 502 b(6) spreadsheet to include additional               0.8
                         information on occupancy costs.

4/5/2011      M.T.       Modified the 502 b(6) spreadsheet to include additional              1.2
                         calculations for lease rejection dates.

4/5/2011      R.H.       Call with B. Buechler re: rejection claims analysis.                 0.4

4/5/2011      R.H.       Reviewed and recalculated 502(b) calculation for all                 0.8
                         property.

4/6/2011      R.H.       Reviewed lease rejections Nashua, St. Charles and Camel              0.4
                         In.

4/7/2011      J.D.       Reviewed lease rejection filed by the Debtors to ensure              0.8
                         closure of the store locations is appropriate.

4/8/2011      J.D.       Email correspondence with K. Matson regarding lease                  0.2
                         rejections filed by the Debtors.

4/8/2011      J.D.       Reviewed docket for additional lease rejections filed by the         0.4
                         Debtors.

4/8/2011      K.M.       Corresponded with J. D'Amato regarding lease rejections.             0.2

4/11/2011     K.M.       Corresponded with J. D'Amato regarding lease rejections.             0.2

4/11/2011     R.H.       Reviewed rejection notices for properties 582, 583, 589.             0.7




                                              3
                                                                                         EXHIBIT C


                                BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


B.     CLAIMS ANALYSIS

Date          Name       Description                                                         Time

4/12/2011     M.T.       Discussed 502 b(6) claims with J. D'Amato.                            0.4

4/12/2011     R.H.       Reviewed termination documents for property 39.                       0.3

4/13/2011     R.H.       Read through lease rejection notices for multiple properties.         0.5

4/14/2011     J.D.       Email correspondence with K. Matson regarding status of               0.3
                         lease rejections.

4/14/2011     K.M.       Reviewed correspondence from J. D'Amato regarding lease               0.2
                         rejections.

4/14/2011     R.H.       Scheduling various conference calls to discuss rejection              0.2
                         notices for properties 18, 81, 149, 259, 280, 336, 389 and
                         487.

4/18/2011     K.M.       Reviewed real estate admin claim status.                              0.3

4/19/2011     J.D.       Analyzed property details for properties which the Debtors            0.8
                         have rejected leases.

4/19/2011     J.D.       Reviewed notices filed on the Docket for lease rejections to          1.4
                         ensure a complete listing for analysis to be performed.

4/20/2011     J.D.       Analyzed property lease details for 88 properties which the           3.1
                         Debtors have rejected with rejection dates between 4/17/11
                         and 4/21/11.

4/20/2011     K.M.       Corresponded with Debtors           (P.    Tarry)   regarding         0.2
                         administrative claim status.




                                              4
                                                                                       EXHIBIT C


                                BORDERS GROUP, INC.

                        RECAP OF PROFESSIONAL SERVICES
                            April 1, 2011 to April 30, 2011


B.     CLAIMS ANALYSIS

Date          Name       Description                                                       Time

4/21/2011     J.D.       Email correspondence with K. Matson regarding lease                 0.2
                         rejections.

4/21/2011     J.D.       Analyzed property lease details for 22 properties which the         1.1
                         Debtors have rejected with a rejection date of 4/22/11.

4/21/2011     K.M.       Corresponded with J. D'Amato regarding lease rejections.            0.2

4/22/2011     K. Mc.     Reviewed lien analysis (0.2) and UCC meeting minutes                0.3
                         received from B. Nathan through K . Matson (0.1).

4/25/2011     K. Mc.     Reviewed UCC claims (0.2) and 90 day payments list                  0.4
                         received from Debtors through B. Buechler (0.2).

4/27/2011     J.D.       Reviewed claims listed on Schedule F of the SOAL filed by           1.1
                         Borders, Inc.

4/29/2011     B.M.       Reviewed working analysis of lease rejection damages                0.4
                         estimate provided by J. D'Amato.

4/29/2011     B.M.       Performed research regarding court-applied methodologies            0.8
                         for calculating landlord lease rejection damages.
                                                                           TOTAL:           23.4

INDIVIDUAL TOTALS

Name                                              Hour        Rate      Compensation
K. KADEN (K.K.)                                     0.6     550.00            330.00
R. HAUER (R.H.)                                     5.4     525.00          2,835.00
K. MCCOLGAN (K. Mc.)                                0.7     475.00            332.50
K. MATSON (K.M.)                                    1.5     375.00            562.50
B. MALONEY (B.M.)                                   1.2     325.00            390.00
J. D'AMATO III (J.D.)                              11.6     240.00          2,784.00
M. TEBESCEFF (M.T.)                                 2.4     225.00            540.00
TOTAL:                                             23.4                     7,774.00




                                              5
                                                                                       EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


C.     PREFERENCE ANALYSIS

Date          Name   Description                                                           Time

4/13/2011     K.M.   Corresponded with Debtors (C. Gring) regarding amended                  0.2
                     Exhibit 3b to SOFA.

4/13/2011     K.M.   Reviewed revised Exhibit 3b received from C. Gring.                     0.6

4/14/2011     K.M.   Reviewed draft preference analysis on certain creditors                 0.4
                     from R. Nachmani.

4/18/2011     K.M.   Met with R. Nachmani regarding potential preference                     0.2
                     analysis.

4/18/2011     K.M.   Analyzed updated preference          information   from      R.         1.5
                     Nachmani and made changes.

4/18/2011     R.N.   Discussion with K. Matson related to preference exposure                0.2
                     for specific unsecured creditors.

4/18/2011     R.N.   Performed preliminary preference exposure analysis for                  3.2
                     two creditors holding potential claims.

4/25/2011     J.F.   Analyzed SEC filings regarding the historical transaction.              3.8

4/25/2011     J.F.   Summarized historical Transaction.                                      1.7

4/26/2011     B.M.   Coordinated with J. Friedman regarding procedures                       0.3
                     required to perform flash assessment of balance sheet
                     solvency.

4/26/2011     B.M.   Coordinated with J. Friedman regarding procedures                       0.2
                     required to perform flash assessment of ability to pay debts.




                                          6
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


C.     PREFERENCE ANALYSIS

Date          Name   Description                                                       Time

4/26/2011     J.F.   Analyzed historical market performance of BGI.                      1.2

4/26/2011     J.F.   Analyzed historical financials as related to the historical         3.2
                     transaction.

4/26/2011     J.F.   Work session with M. Tebesceff regarding analysis of                0.4
                     Borders historical stock performance.

4/26/2011     J.F.   Meeting with K. Matson regarding historical Financing               0.4
                     Transaction.

4/26/2011     J.F.   Updated summary of historical Financing Transaction.                0.6

4/26/2011     K.M.   Met with J. Friedman regarding certain historical analysis.         0.5

4/26/2011     M.T.   Analyzed the historical market capitalizations for Borders          0.5
                     from Capital IQ.

4/26/2011     M.T.   Analyzed the historical holdings of a significant owner in          0.7
                     Borders.

4/26/2011     M.T.   Analyzed the historical stock prices of Borders from                0.9
                     7/31/2009-7/31/2010.

4/27/2011     J.D.   Reviewed 90 day payments against the revised 90 day                 1.4
                     payments schedule to ensure no variances existed.

4/27/2011     J.F.   Updated summary of potential preferences.                           0.6




                                          7
                                                                                        EXHIBIT C


                               BORDERS GROUP, INC.

                        RECAP OF PROFESSIONAL SERVICES
                            April 1, 2011 to April 30, 2011


C.     PREFERENCE ANALYSIS

Date            Name    Description                                                         Time

4/27/2011       M.T.    Created a graph within Capital IQ which shows the                     0.6
                        performance of Borders' common equity relative to the
                        S&P 500 during a particular timeframe.

4/28/2011       J.F.    Work session with K. Matson regarding the potential                   0.4
                        preference matters.

4/28/2011       K.M.    Met with J. Friedman regarding voidable transactions.                 0.4

4/29/2011       J.F.    Call with Lowenstein and BDO team regarding potential                 0.5
                        preference matters.

4/29/2011       K.M.    Reviewed request list for historical transaction and                  0.5
                        provided comments.

4/29/2011       K.M.    Call with Counsel (P. Kizel) regarding investigation into             0.6
                        historical transactions.

4/29/2011       K.M.    Prepared for call with counsel regarding historical financial         0.4
                        information.

4/29/2011       K.M.    Reviewed historical financial analysis prepared by J.                 0.6
                        Friedman.

4/29/2011       M.T.    Compiled price and volume information for Borders based               0.8
                        on specific timeframes.
                                                                      TOTAL:                 27.5

INDIVIDUAL TOTALS

Name                                             Hour          Rate      Compensation
K. MATSON (K.M.)                                   5.9       375.00          2,212.50
B. MALONEY (B.M.)                                  0.5       325.00            162.50
J. D'AMATO III (J.D.)                              1.4       240.00            336.00
R. NACHMANI (R.N.)                                 3.4       225.00            765.00
M. TEBESCEFF (M.T.)                                3.5       225.00            787.50
J. FRIEDMAN (J.F.)                                12.8       200.00          2,560.00
TOTAL:                                            27.5                       6,823.50

                                             8
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


D.     ASSET SALE/AUCTION

Date          Name    Description                                                        Time

4/1/2011      J.J.    Researched comparable companies for valuation analysis.              1.0

4/1/2011      J.M.    Conference call with R. Klein at Jefferies on delays in sale         0.5
                      process.

4/1/2011      J.M.    Call with K. Kaden on need for E&Y audit and impact on               0.3
                      sales process.

4/1/2011      J.M.    Follow up call with R. Klein at Jefferies, report back to            0.5
                      UCC professionals.

4/1/2011      J.M.    Reviewed UCC Co-Sponsor Alternatives.                                0.8

4/1/2011      P.N.    Developed valuation framework.                                       1.0

4/1/2011      P.N.    Reviewed Debtors' business plan.                                     1.0

4/1/2011      P.N.    Reviewed "Business Plan Assumptions.pdf".                            0.3

4/2/2011      J.J.    Researched comparable companies for valuation analysis.              3.0

4/3/2011      B.M.    Developed analysis of EBITDA by store format for use by              1.1
                      J. Varsalone.

4/3/2011      B.M.    Circulated analysis of EBITDA by store format to J.                  0.1
                      Varsalone and J. Manning.

4/3/2011      J.J.    Analyzed comparable companies using relevant financial               2.0
                      statistics.




                                           9
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


D.     ASSET SALE/AUCTION

Date          Name    Description                                                      Time

4/4/2011      B.M.    Addressed questions raised by J. Varsalone regarding               0.4
                      analysis of projected EBITDA contribution by store format.

4/4/2011      J.J.    Worked on completing comparable company analysis                   4.0
                      model.

4/4/2011      J.V.    Reviewed projected B/S for preparation of preliminary              0.5
                      valuation analysis.

4/4/2011      P.N.    Reviewed comparable comps and provided guidance.                   1.5

4/4/2011      P.N.    Reviewed Debtors' (revised) business plan.                         2.0

4/5/2011      E.F.    Run screen for precedent transactions for valuation                2.6
                      analysis.

4/5/2011      E.F.    Sorted and analyzed results of precedent transactions.             2.9

4/5/2011      J.J.    Researched Business Plan issues in context of potential            1.5
                      sale.

4/5/2011      J.J.    Analyzed comparable company analysis model.                        2.5

4/5/2011      K.K.    Assess proposed sale of books to Bay State College.                0.6

4/5/2011      K.M.    Reviewed bulk sale of books.                                       0.5

4/5/2011      K.M.    Corresponded with K. Kaden regarding bulk sale of books.           0.2




                                          10
                                                                                EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


D.     ASSET SALE/AUCTION

Date          Name    Description                                                   Time

4/5/2011      P.N.    Reviewed Debtors' revised financial projections.                1.5

4/6/2011      E.F.    Created Excel document to present selected precedent            1.9
                      transactions.

4/6/2011      E.F.    Created PowerPoint deck with precedent transactions.            2.6

4/6/2011      J.J.    Worked on completing comparable company analysis                4.0
                      model.

4/6/2011      J.J.    Analyzed comparable company analysis model.                     2.0

4/6/2011      P.N.    Reviewed comparable comps and provided guidance.                2.0

4/6/2011      P.N.    Reviewed comparable transactions and provided guidance.         2.5

4/6/2011      P.N.    Reviewed DCF and provided guidance.                             3.0

4/7/2011      J.M.    Call with R. Klein, Jefferies on sales status.                  0.3

4/7/2011      K.M.    Reviewed teaser for sale of business.                           0.3

4/7/2011      P.N.    Reviewed DCF and provided guidance.                             2.0

4/7/2011      P.N.    Reviewed WACC analysis and provided guidance.                   1.5

4/7/2011      P.N.    Reviewed liquidation analysis and provided guidance.            1.0




                                           11
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


D.     ASSET SALE/AUCTION

Date          Name     Description                                                      Time

4/7/2011      K. Mc.   Reviewed B. Nathan summary of meeting with Debtors and             0.1
                       Investment Bankers re: moving forward swiftly with sale
                       process.

4/7/2011      K. Mc.   Reviewed summary "teaser" memo produced by Jeffries for            0.2
                       solicitation of potential buyers.

4/8/2011      J.J.     Analyzed comparable company analysis model.                        1.0

4/8/2011      W.L.     Discuss sales process with BDO Capital.                            0.3

4/11/2011     P.N.     Updated comparable comps analysis.                                 2.0

4/13/2011     J.M.     Reviewed executive summary and Top 20 Target Strategy.             0.5

4/13/2011     J.V.     Reviewed BDOC liquidation analysis for preparation of              0.8
                       preliminary valuation analysis.

4/13/2011     K.M.     Reviewed updated sale teaser.                                      0.3

4/13/2011     P.N.     Updated DCF analysis.                                              1.5

4/14/2011     J.M.     Call with R. Klein, Jefferies on sales status and vendor           0.3
                       credit.

4/14/2011     J.M.     Reviewed and distributed BDO Cap Sales Status Report.              0.3

4/15/2011     J.M.     Update call with Professionals on sales process and vendor         1.0
                       credit.




                                           12
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


D.     ASSET SALE/AUCTION

Date          Name    Description                                                      Time

4/15/2011     J.V.    Update call with professionals on sales process and vendor         1.0
                      credit.

4/15/2011     J.V.    Reviewed and revised BDO Cap update report to UCC.                 0.3

4/15/2011     K.M.    Reviewed update on sales process from J. Manning.                  0.2

4/15/2011     P.N.    Updated comparable comps analysis.                                 0.5

4/17/2011     J.M.    Reviewed sales materials, vendor credit, and process.              1.0

4/18/2011     J.V.    Reviewed and revised BDO Cap preliminary valuation                 1.8
                      analysis.

4/18/2011     K.M.    Reviewed de minimis asset motion and provided comments             0.8
                      to Counsel.

4/18/2011     P.N.    Reviewed and provided guidance on valuation analysis.              1.5

4/18/2011     W.L.    Discussions with J. Manning on sales process.                      0.3

4/19/2011     E.F.    Updated precedent transactions.                                    2.0

4/19/2011     J.M.    Call with R. Klein on VDR report.                                  0.3

4/19/2011     P.N.    Reviewed and provided guidance on valuation analysis.              1.5

4/20/2011     E.F.    Group meeting to review valuation presentation.                    0.6




                                          13
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


D.     ASSET SALE/AUCTION

Date          Name    Description                                                       Time

4/20/2011     E.F.    Updated valuation presentation per discussion in meeting.           2.4

4/20/2011     J.J.    Borders Valuation Meeting with J. Manning, J. Varsalone,            1.0
                      P. Nguyen and E. Feiteira.

4/20/2011     J.J.    Created Borders Valuations Presentation.                            4.0

4/20/2011     J.J.    Analyzed comparable company analysis model.                         2.0

4/20/2011     J.M.    Call with UCC counsel on sales process, process letter, and         0.5
                      Kobo announcement.

4/20/2011     J.M.    Call with R. Klein and team on sales process and issues.            0.5

4/20/2011     J.M.    Drafted and distributed sub-group Status Report.                    0.8

4/20/2011     J.V.    Reviewed revised BDO Cap preliminary valuation analysis             1.5
                      and follow up meetings with analysts on revisions.

4/21/2011     J.J.    Modified Borders Valuations Presentation.                           2.0

4/21/2011     K.M.    Reviewed email from T. Wheeler regarding de minimis                 0.1
                      assets.

4/25/2011     B.M.    Reviewed draft sale process memorandum circulated by J.             0.2
                      Manning.

4/25/2011     J.M.    Reviewed and distributed BDO Cap Sales Status Report.               0.5




                                          14
                                                                                      EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


D.     ASSET SALE/AUCTION

Date          Name     Description                                                        Time

4/26/2011     K.K.     Discussion with UCC Member (BS) re: Sale process.                    0.7

4/27/2011     J.M.     UCC Pre-Prepared for call.                                           0.8

4/27/2011     J.V.     Professionals call to prepare for UCC call.                          0.8

4/28/2011     J.F.     E-mailed J. Webb regarding the FF&E sales for the week               0.1
                       ended April 23.

4/28/2011     J.J.     Modified Borders Valuations Presentation.                            1.5

4/28/2011     J.M.     Call with R. Klein on UCC outreach to Financial Buyers.              0.3

4/28/2011     K.M.     Call with J. Manning and W. Lenhart regarding 'bubble'               0.4
                       chart.

4/28/2011     W.L.     Reviewed preliminary         valuation   documents   as   to         0.3
                       comparable companies.

4/29/2011     J.M.     Reviewed and distributed BDO Cap Sales Status Report.                0.5

4/29/2011     J.M.     Call with R. Klein on active Financial Buyers.                       0.5

4/29/2011     K.M.     Reviewed sale update from J. Manning.                                0.2

4/29/2011     W.L.     Followed up on business plan analysis with J. Manning.               0.3

4/29/2011     K. Mc.   Reviewed sale status update report received from J.                  0.2
                       Manning.
                                                                  TOTAL:                   97.6




                                            15
                                                                      EXHIBIT C


                             BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


D.   ASSET SALE/AUCTION

INDIVIDUAL TOTALS

Name                                        Hour      Rate   Compensation
W. LENHART (W.L.)                             1.2   725.00         870.00
J. MANNING (J.M.)                            10.2   700.00       7,140.00
K. KADEN (K.K.)                               1.3   550.00         715.00
J. VARSALONE (J.V.)                           6.7   550.00       3,685.00
P. NGUYEN (P.N.)                             26.3   500.00      13,150.00
K. MCCOLGAN (K. Mc.)                          0.5   475.00         237.50
K. MATSON (K.M.)                              3.0   375.00       1,125.00
B. MALONEY (B.M.)                             1.8   325.00         585.00
J. FRIEDMAN (J.F.)                            0.1   200.00          20.00
E. FEITEIRA (E.F.)                           15.0   150.00       2,250.00
J. JOSEPHS (J.J.)                            31.5   150.00       4,725.00
TOTAL:                                       97.6               34,502.50




                                       16
                                                                                       EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


E.     STORE CLOSING SCENARIOS

Date          Name     Description                                                         Time

4/1/2011      K.M.     Discussed changes to store by store analysis with B.                  0.7
                       Maloney.

4/1/2011      K. Mc.   Correspondence with K. Kaden re: draft slides for GOB                 0.1
                       analysis.

4/1/2011      K. Mc.   Analyzed GOB analysis information received from J.                    1.1
                       Friedman.

4/1/2011      K. Mc.   Reviewed draft GOB analysis slides prepared by J.                     0.6
                       Friedman for larger report to UCC.

4/1/2011      K. Mc.   Directed J. Friedman in revising GOB analysis slides for              0.4
                       UCC report.

4/1/2011      K. Mc.   Correspondence with J. Webb re: follow up information                 0.4
                       and updates to GOB analysis.

4/2/2011      B.M.     Addressed questions raised by J. D'Amato regarding                    0.6
                       possible rationalization of stores based on qualitative data.

4/3/2011      R.N.     Discussion with B. Maloney regarding store profitability              0.4
                       section.

4/4/2011      K. Mc.   Reviewed and responded to various emails from J.                      0.4
                       Friedman re: updates to GOB analysis and slides for report.

4/5/2011      J.D.     Reviewed details of seven store locations which were                  1.1
                       rejected by the Debtors to ensure they were properly being
                       closed.




                                            17
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


E.     STORE CLOSING SCENARIOS

Date          Name     Description                                                       Time

4/5/2011      K. Mc.   Inquired of J. Webb re: status of Hilco GOB reconciliation.         0.1

4/5/2011      K. Mc.   Analyzed updated Hilco GOB Inventory reconciliation                 0.4
                       received from J. Webb.

4/5/2011      K. Mc.   Summarized most recent GOB Inventory reconciliation in              0.2
                       email to K. Kaden.

4/5/2011      K. Mc.   Reviewed Hilco request to sell bulk text book inventory             0.3
                       received from J. Webb.

4/5/2011      K. Mc.   Reviewed correspondence among K. Kaden and K. Matson                0.2
                       re: text book inventory.

4/6/2011      K. Mc.   Analyzed weekly fixtures and equipment liquidation                  0.1
                       summary received from J. Webb.

4/6/2011      K. Mc.   Correspondence with J. Webb re: inquiries on bulk                   0.3
                       purchase proposed by liquidators for text books.

4/6/2011      K. Mc.   Correspondence with K. Kaden and B. Buechler re:                    0.3
                       answers to inquiries on bulk purchase of text books.

4/8/2011      B.M.     Commenced incorporation of rent relief details into BDO             3.2
                       stratified property model.

4/8/2011      B.M.     Circulated revised version of BDO stratified property               0.2
                       model pursuant to R. Hauer request.

4/8/2011      B.M.     Commenced incorporation of details pertaining to lease              3.8
                       extension options into BDO stratified property model.




                                           18
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


E.     STORE CLOSING SCENARIOS

Date          Name     Description                                                       Time

4/8/2011      J.D.     Reviewed lease rejections filed by the Debtors to ensure            0.9
                       closure of the store locations is appropriate.

4/8/2011      R.H.     Conference call with B. Buechler re: lease modifications.           0.5

4/11/2011     J.D.     Reviewed lease rejections filed by the Debtors to ensure            1.3
                       closure of the store locations is appropriate.

4/11/2011     J.D.     Email correspondence with K. Matson regarding lease                 0.2
                       rejections filed by the Debtors.

4/11/2011     J.D.     Prepared analysis of go-forward store locations based on            0.9
                       discussion with R. Hauer.

4/11/2011     J.D.     Prepared schedule of all properties rejected to date to             1.4
                       ensure all properties are appropriately closing.

4/11/2011     K.M.     Discussed 4-wall analysis with B. Maloney.                          1.3

4/11/2011     M.G.     Analyzed balance sheet submission by Debtors.                       2.2

4/11/2011     M.G.     Analyzed store-by-store profitability analysis prepared by          1.4
                       the Debtors.

4/11/2011     K. Mc.   Correspondence with K. Kaden re: draft GOB Analysis                 0.2
                       report.

4/12/2011     B.M.     Developed questions for Debtors regarding possibility of            0.6
                       additional store closures based on revised four-wall income
                       statement projections.




                                           19
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


E.     STORE CLOSING SCENARIOS

Date          Name    Description                                                      Time

4/12/2011     K.K.    Reviewed updated 4-wall performance analysis.                      0.2

4/12/2011     K.M.    Met with B. Maloney and M. Goodenow regarding 4-wall               0.8
                      model.

4/13/2011     R.N.    Analyze store by store EBITDA 2012 projections.                    1.6

4/13/2011     R.N.    Analyze store by store EBITDA 2012 projections.                    2.3

4/14/2011     B.M.    Reviewed updated store quadrant analysis provided by R.            0.5
                      Nachmani.

4/14/2011     B.M.    Made changes to store quadrant analysis provided by R.             1.6
                      Nachmani.

4/14/2011     B.M.    Provided guidance to R. Nachmani regarding changes to be           0.4
                      made to store quadrant analysis.

4/14/2011     B.M.    Reviewed further updated store quadrant analysis provided          0.4
                      by R. Nachmani.

4/14/2011     B.M.    Coordinated with R. Nachmani to prepare for meeting with           0.7
                      K. Matson on 4/15/2011 regarding ongoing development of
                      store quadrant analysis.

4/14/2011     R.N.    Discussion with B. Maloney regarding next steps to be              0.4
                      performed for store by store profitability analysis.

4/14/2011     R.N.    Performed analysis       on   store by store profitability         0.9
                      projections for 2012.




                                          20
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


E.     STORE CLOSING SCENARIOS

Date          Name    Description                                                       Time

4/14/2011     R.N.    Plotted and various downside and upside case scenarios in           1.6
                      scatter plot format.

4/14/2011     R.N.    Discussion with B. Maloney regarding next steps to be               0.4
                      performed for store by store profitability analysis.

4/14/2011     R.N.    Performed analysis various store EBITDA scenarios                   1.2
                      (sensitivities).

4/15/2011     K.M.    Discussed 4-wall next steps with R. Nachmani and B.                 0.6
                      Maloney.

4/15/2011     K.M.    Met with R. Nachmani regarding changes to 4-wall.                   0.3

4/20/2011     M.G.    Prepared valuation sensitivity model.                               1.9

4/21/2011     B.M.    Developed comments for R. Nachmani regarding updates to             0.9
                      be made to store quadrant analysis based on discussion with
                      J. Cline, J. Frering and O. Shah on 4/19/2011.

4/21/2011     B.M.    Reviewed updated store quadrant analysis compiled by R.             0.7
                      Nachmani.

4/21/2011     J.D.    Analyzed properties which the Debtors had rejected to               1.9
                      ensure the properties are appropriately being closed.

4/21/2011     K.M.    Discussed work to be performed on 4-wall with R.                    0.8
                      Nachmani and B. Maloney.

4/27/2011     J.D.    Reviewed store locations where stipulations to extend the           1.1
                      time to assume/reject leases would not be possible as the
                      Landlord wanted the property.




                                          21
                                                                                       EXHIBIT C


                               BORDERS GROUP, INC.

                        RECAP OF PROFESSIONAL SERVICES
                            April 1, 2011 to April 30, 2011


E.     STORE CLOSING SCENARIOS

Date          Name      Description                                                        Time

4/27/2011     J.D.      Reviewed lease termination agreement for properties where            0.9
                        Borders will assume the lease, then assign it back to the
                        Landlord.

4/27/2011     J.D.      Discussion with B. Maloney regarding details within lease            0.4
                        termination agreement between Borders and the Landlords.

4/27/2011     K.M.      Advised changes on 4-wall model.                                     0.4

4/28/2011     B.M.      Updated working version of four-wall quadrant analysis to            2.7
                        reflect impact of closure of underperforming store locations
                        on five-year income statement projection.

4/29/2011     B.M.      Met with J. D'Amato to discuss updates to BDO property               0.9
                        model requested by R. Hauer during 4/28/2011 discussion.
                                                                        TOTAL:              52.3

INDIVIDUAL TOTALS

Name                                             Hour         Rate      Compensation
K. KADEN (K.K.)                                    0.2      550.00            110.00
R. HAUER (R.H.)                                    0.5      525.00            262.50
M. GOODENOW (M.G.)                                 5.5      475.00          2,612.50
K. MCCOLGAN (K. Mc.)                               5.1      475.00          2,422.50
K. MATSON (K.M.)                                   4.9      375.00          1,837.50
B. MALONEY (B.M.)                                 17.2      325.00          5,590.00
J. D'AMATO III (J.D.)                             10.1      240.00          2,424.00
R. NACHMANI (R.N.)                                 8.8      225.00          1,980.00
TOTAL:                                            52.3                     17,239.00




                                            22
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


F.     MEETINGS - DEBTOR

Date          Name    Description                                                       Time

4/1/2011      K.K.    Conference call w/Debtor (HE) re: Debtor Professionals.             0.7

4/1/2011      K.K.    Conference call with Debtors (HE, DF & JG) re: KEIP,                1.2
                      Sale Process and Professionals.

4/1/2011      K.M.    Participated in meeting with Debtors (H. Etlin, D.                  1.2
                      Friedman) regarding various case issues.

4/1/2011      K.M.    Met with E. Anderson regarding supply chain.                        0.4

4/1/2011      K.M.    Met with E. Anderson regarding SG&A.                                0.7

4/1/2011      W.L.    Participated on conference call with Debtor representatives         1.1
                      and counsel to discuss various issues - KEIP/KERP,
                      business plan and sales process.

4/4/2011      K.K.    Conference call with Debtors (DF & PT) re: Pending                  0.7
                      motions (KEIP/KERP and Debtors' Professionals).

4/4/2011      R.H.    Call with B. Gould re: administrative claims.                       0.5

4/4/2011      R.H.    Call with A. Graiser re: administrative claims.                     0.5

4/5/2011      B.M.    Developed list of high-priority questions to be raised by           0.9
                      UCC advisors at 4/6/2011 meeting with Debtors'
                      management team.

4/5/2011      J.D.    Email correspondence with B. Gould (of DJM) regarding               0.3
                      the fields included within the DJM website to ensure BDO
                      was properly analyzing the data obtained.




                                           23
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


F.     MEETINGS - DEBTOR

Date          Name    Description                                                      Time

4/5/2011      M.G.    Reviewed Debtors' report to the Committee.                         1.1

4/5/2011      R.H.    Call with B. Gould, DJM re: stipulation language.                  0.5

4/5/2011      W.L.    Had various discussions with Debtor representatives                0.4
                      regarding balance sheet and liquidity projections.

4/6/2011      J.M.    Meetings with Debtors to review business plan.                     4.8

4/6/2011      J.V.    Meetings with Debtors to review business plan.                     4.8

4/6/2011      K.K.    Conference call with Debtors (RK & OS) re: Projected               0.4
                      Balance Sheet.

4/6/2011      K.K.    UCC Meeting with Debtor re: Business Plan.                         5.5

4/6/2011      K.M.    Attended meeting with Committee and Debtors regarding              4.8
                      business plan.

4/6/2011      M.G.    Call with Debtors' advisors re: Balance sheet assumptions.         0.4

4/6/2011      M.G.    Met with Debtors and Debtors' advisors re: business and            4.8
                      merchandising plan.

4/6/2011      W.L.    Participated on call with Debtor representatives regarding         0.4
                      balance sheet and cash flow.

4/6/2011      W.L.    Attended Committee meeting with Debtors on business                4.5
                      plan.




                                          24
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


F.     MEETINGS - DEBTOR

Date          Name    Description                                                      Time

4/7/2011      J.M.    Meetings at Kasowitz, Benson with Jefferies & Alix                 1.5
                      professionals.

4/7/2011      K.K.    Meeting w/Debtor (DF,HE & JG) re: UCC comments to                  1.5
                      Debtors' presentation.

4/7/2011      K.K.    Conference call with Debtor (SH) re: UCC comments to               0.8
                      Debtors' presentation.

4/7/2011      K.M.    Met with Debtors (O. Shah, A. Greenberg) regarding                 2.1
                      business plan and balance sheet issues.

4/7/2011      K.M.    Participated on call with S. Henry regarding balance sheet         0.7
                      assumptions.

4/7/2011      M.G.    Meeting with AlixPartners, K. McColgan, K. Matson, and             2.0
                      B. Maloney regarding Balance Sheet and working capital
                      assumptions.

4/7/2011      W.L.    Participated on conference call with CFO, Scott Henry, to          0.6
                      discuss liquidity.

4/8/2011      B.M.    Circulated email to O. Shah requesting copy of analysis            0.3
                      relied on by Debtors' advisors in 4/6/2011 meeting with
                      UCC.

4/11/2011     K.K.    Conference call w/Debtor (HE) re: Business Plan and                0.4
                      KEIP.

4/11/2011     K.K.    Reviewed counter proposal to Debtors' proposed KEIP .              2.1




                                          25
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


F.     MEETINGS - DEBTOR

Date          Name    Description                                                        Time

4/11/2011     K.M.    Participated in call with Debtors (H. Etlin) regarding KEIP          0.5
                      and business plan.

4/11/2011     W.L.    Participated on conference call with H. Etlin regarding              0.6
                      credit issues, inventory, appraisals and GOB reconciliation.

4/12/2011     B.M.    Participated in telephonic discussion with M. Goodenow,              1.1
                      K. Matson, O. Shah and other Debtor professionals to
                      obtain information regarding revised assumptions employed
                      in development of updated store-by-store income statement.

4/12/2011     K.M.    Participated on conference call with Debtors (O. Shah)               1.2
                      regarding store by store profitability.

4/12/2011     M.G.    Meeting with Debtors regarding 4-Wall EBITDA forecast.               1.2

4/12/2011     R.N.    Phone conference with AlixPartners and Jefferies regarding           1.2
                      4 wall EBITDA figures.

4/12/2011     W.L.    Participated on conference call with H. Etlin and Alix               0.9
                      representatives regarding liquidation values.

4/12/2011     W.L.    Discussed status of appraisals and impact on borrowing               0.5
                      base with Company representatives.

4/13/2011     J.F.    Call with O. Shah of Alix Partners and K. McColgan re:               1.1
                      revised 16-week forecast.




                                          26
                                                                                      EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


F.     MEETINGS - DEBTOR

Date          Name    Description                                                         Time

4/13/2011     K.K.    Discussion with Debtor (HE) re: KEIP.                                 0.6

4/13/2011     K.M.    Participated in call with Debtors (H. Etlin) regarding KEIP.          0.6

4/13/2011     W.L.    Followed up on various open items with the Debtor.                    0.9

4/14/2011     K.M.    Met with H. Etlin after hearing to discuss case issues.               0.3

4/14/2011     K.M.    Call with Debtors and Counsel to receive update.                      0.5

4/14/2011     R.H.    Correspondence with DJM re: lease modifications.                      0.3

4/15/2011     J.F.    Call with O. Shah of Alix Partners and K. Kaden and K.                0.9
                      McColgan of BDO regarding the revised 16-week forecast.

4/15/2011     K.K.    Discussion with Debtors (OS) re: Cash Flash WE March 9.               0.8

4/15/2011     K.K.    Conference call with Debtor Professionals re: KEIP & Cash             0.7
                      Flow.

4/15/2011     K.M.    Call with Debtors regarding KEIP and other case issues.               0.9

4/15/2011     M.G.    Participation in call with Debtors professionals re: business         1.1
                      plan.

4/15/2011     R.N.    Email correspondence with AlixPartners, Borders                       0.3
                      management, and BDO to discuss go-forward store chain.




                                           27
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


F.     MEETINGS - DEBTOR

Date          Name    Description                                                       Time

4/15/2011     R.N.    Correspondence and discussion with O. Shah, J. Cline, and           0.7
                      K. Matson regarding rewards plus document clarifications.

4/18/2011     K.K.    Conference call with Debtors' Professionals re: KEIP.               0.6

4/18/2011     K.M.    Corresponded with P. Tarry regarding de minimis asset sale          0.2
                      motion.

4/18/2011     K.M.    Call with Debtors' Counsel (A. Glenn) regarding KEIP and            0.6
                      KERP status.

4/18/2011     K.M.    Corresponded with P. Tarry regarding lease cure costs.              0.2

4/18/2011     R.R.    Conference call with K. Matson, B. Buechler, B. Nathan              0.5
                      and A. Glen on proposal status.

4/18/2011     W.L.    Reviewed KEIP benchmark issues and participated on call             0.4
                      with the Debtor representatives.

4/19/2011     B.M.    Circulated email to P. Tarry regarding availability of cure         0.4
                      cost estimates for specific Borders properties.

4/19/2011     B.M.    Participated in call with J. Cline, J. Frering and O. Shah          1.1
                      regarding working version of Debtors' four-wall analysis.

4/19/2011     J.F.    E-mail Debtor regarding March Monthly Operating Report.             0.1




                                          28
                                                                                      EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


F.     MEETINGS - DEBTOR

Date          Name    Description                                                         Time

4/19/2011     J.F.    Call with B. Maloney and K. Matson of BDO, O. Shah of                 1.2
                      Alix Partners, and J. Cline and J. Frering of Borders,
                      regarding stores projections in FY 2012.

4/19/2011     K.M.    Call with Debtors (O. Shah, J. Cline) regarding four-wall             1.2
                      analysis.

4/20/2011     B.M.    Compiled email to P. Tarry requesting cure amount                     0.2
                      estimates for five store locations with specific cure amounts
                      documented in lease modification agreements.

4/20/2011     B.M.    Drafted follow-up email to P. Tarry regarding extent of               0.3
                      cure cost detail available to AlixPartners staff.

4/20/2011     K.M.    Call with H. Etlin and W. Lenhart to receive case update,             1.1
                      including DIP budget discussion.

4/20/2011     W.L.    Participated on conference call with H. Etlin and the Alix            1.1
                      team regarding business plan update, committee concerns
                      and short term liquidity issues.

4/21/2011     B.M.    Participated in phone discussions with B. Gould to resolve            0.3
                      cure amount variance issue pertaining to Borders location
                      in Chicago, IL.

4/21/2011     B.M.    Coordinated with R. Hauer and Andy Graiser to schedule                0.3
                      4/22 call to address BDO questions regarding DJM lease
                      modification procedures.

4/21/2011     B.M.    Developed email to P. Tarry and Clayton Gring requesting              0.4
                      follow-up information regarding variances between
                      Debtors' stated cure amounts and cure amounts set forth in
                      certain lease modifications.




                                           29
                                                                                      EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


F.     MEETINGS - DEBTOR

Date          Name    Description                                                         Time

4/21/2011     K.M.    Call with H. Etlin regarding committee requests on business           0.4
                      plan.

4/21/2011     W.L.    Participated on conference call with H. Etlin regarding DIP,          0.3
                      sales process and business plan.

4/22/2011     B.M.    Participated in call with R. Hauer, A. Grasier and B. Gould           0.7
                      regarding DJM marketing process employed with respect to
                      Borders properties.

4/22/2011     K.M.    Discussed vendor credit and business plan issues with                 0.5
                      Debtors (H. Etlin, A. Glenn) and Counsel (B. Buechler, P.
                      Kizel).

4/22/2011     R.H.    Conference call with DJM (A. Graiser and B. Gould) and                0.8
                      B. Maloney (BDO) re: deals with administrative claims,
                      stipulation process and Broadway termination.

4/25/2011     R.H.    Conference call with DJM (E. Amendola) and B. Maloney                 0.9
                      re: marketing process, list of interests.

4/26/2011     B.M.    Coordinated with B. Gould to identify stores with landlords           0.2
                      not stipulating to an extension of time to assume or reject.

4/27/2011     B.M.    Drafted email to B. Gould regarding possible discrepancy              0.2
                      in financial terms of lease modification analysis for Borders
                      location #454.

4/27/2011     B.M.    Coordinated telephonically with B. Gould regarding                    0.3
                      possible discrepancy in financial terms of lease
                      modification agreement for Borders location #454.




                                           30
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


F.     MEETINGS - DEBTOR

Date          Name    Description                                                        Time

4/27/2011     J.F.    E-mailed O. Shah of AlixPartners regarding questions on              0.2
                      variance report.

4/28/2011     B.M.    Participated in real estate update call with representatives         0.7
                      from Lowenstein Sandler, DJM, Debtors' general counsel
                      and Debtors' counsel regarding progress made to date
                      regarding rent relief from landlords, stipulations regarding
                      extension of time to assume or reject, lease modification
                      agreements requiring amendment, approval of lease
                      termination agreements filed by Debtors to date, approval
                      of assume and assign agreement relating to properties 16
                      and 150, and timing of decisions to assume or reject leases
                      of landlords refusing to stipulate to extensions of time.

4/28/2011     J.D.    Email correspondence with B. Gould (DJM), B. Maloney,                0.3
                      and R. Hauer regarding variances found between the Lease
                      Modification Agreements and the DJM data.

4/28/2011     J.M.    Call with Kasowitz, Benson with Jefferies & AlixPartners             0.7
                      professionals on vendor credit.

4/28/2011     K.K.    Conference call with Debtors' Professionals re: DIP Loan             0.7
                      and Trade Credit.

4/28/2011     K.M.    Call with Debtors' professionals regarding extension of              0.7
                      vendor credit.

4/28/2011     R.H.    Conference call with Debtors, Debtors' advisors and                  0.6
                      Lowenstein re: lease modification out for signature,
                      difference between papered deal and DJM status report.




                                          31
                                                                                      EXHIBIT C


                               BORDERS GROUP, INC.

                        RECAP OF PROFESSIONAL SERVICES
                            April 1, 2011 to April 30, 2011


F.     MEETINGS - DEBTOR

Date           Name     Description                                                       Time

4/28/2011      W.L.     Participated on conference call with Debtor representatives         0.6
                        and Committee counsel regarding DIP and liquidity issues.

4/28/2011      W.L.     Followed up on discussions with Debtor representatives              0.3
                        regarding cash flows and DIP issues.
                                                                    TOTAL:                 88.8


INDIVIDUAL TOTALS

Name                                             Hour        Rate      Compensation
W. LENHART (W.L.)                                 12.6     725.00          9,135.00
J. MANNING (J.M.)                                  7.0     700.00          4,900.00
K. KADEN (K.K.)                                   16.7     550.00          9,185.00
R. RAMIREZ (R.R.)                                  0.5     550.00            275.00
J. VARSALONE (J.V.)                                4.8     550.00          2,640.00
R. HAUER (R.H.)                                    4.1     525.00          2,152.50
M. GOODENOW (M.G.)                                10.6     475.00          5,035.00
K. MATSON (K.M.)                                  18.8     375.00          7,050.00
B. MALONEY (B.M.)                                  7.4     325.00          2,405.00
J. D'AMATO III (J.D.)                              0.6     240.00            144.00
R. NACHMANI (R.N.)                                 2.2     225.00            495.00
J. FRIEDMAN (J.F.)                                 3.5     200.00            700.00
TOTAL:                                            88.8                    44,116.50




                                            32
                                                                                    EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                        Time

4/1/2011     B.M.    Met with K. Matson to analyze working version of store               0.3
                     quadrant analysis.

4/1/2011     B.M.    Made updates to sensitivity scenarios pursuant to discussion         0.3
                     with K. Matson.

4/1/2011     B.M.    Added demonstratives to working version of store quadrant            0.9
                     analysis pursuant to substance of discussion with K.
                     Matson.

4/1/2011     B.M.    Commenced development of PowerPoint slides regarding                 2.9
                     projected four-wall store performance to be incorporated
                     into 4/5/2011 BDO report to UCC.

4/1/2011     B.M.    Added exhibits to BDO store tracking file pursuant to                1.2
                     suggestions provided by K. Matson regarding additional
                     demonstratives for 4/5/2011 report to UCC.

4/1/2011     B.M.    Updated BDO store tracking file to prepare four-quadrant             0.7
                     exhibits for export into PowerPoint presentation.

4/1/2011     J.D.    Email correspondence with K. Kaden regarding summary                 0.3
                     tables to be included within the report to be distributed to
                     members of the UCC.

4/1/2011     J.D.    Prepared analysis for report based on annual rent prior to           1.3
                     and subsequent to rent savings.

4/1/2011     J.D.    Prepared analysis for report based on the lease termination          2.3
                     date being the same date as the natural lease expiration
                     date.




                                         33
                                                                                EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                    Time

4/1/2011     J.D.    Discussion with R. Hauer regarding information to be             1.1
                     included within the report to the members of the UCC.

4/1/2011     J.F.    Updated cash flow report.                                        1.4

4/1/2011     K.K.    Reviewed report to UCC re: Merchandise element of                2.8
                     Business Plan

4/1/2011     K.K.    Reviewed report to UCC re: Cash Flow Update WE March             0.3
                     26th.

4/1/2011     K.M.    Discussed changes to SG&A analysis with J. Friedman.             0.6

4/1/2011     K.M.    Various discussions with team members regarding report.          0.7

4/1/2011     K.M.    Discussed real estate section of report with J. D'Amato.         0.3

4/1/2011     K.M.    Call with M. Goodenow regarding report.                          1.3

4/1/2011     M.G.    Call with K. Kaden and K. Matson on timing and report            1.3
                     information.

4/1/2011     M.G.    Prepared report on Bricks and Mortar Stores.                     1.5

4/1/2011     M.G.    Various correspondence with BDO team regarding status of         0.4
                     report.

4/1/2011     R.H.    Prepared real estate schedules for UCC meeting.                  2.0




                                          34
                                                                                    EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                        Time

4/1/2011     R.N.    Prepared slide deck for liquidation analysis report.                 3.2

4/1/2011     R.N.    Revised and updated slide deck to include comments made              0.8
                     by K. McColgan.

4/1/2011     W.L.    Reviewed cash flow update for Committee.                             0.4

4/2/2011     B.M.    Completed first draft of four-wall store performance slides          2.7
                     to be incorporated into 4/5/2011 BDO report to UCC.

4/2/2011     B.M.    Circulated first draft of four wall store performance report         0.1
                     slides to W. Lenhart, K. Kaden and K. Matson for review.

4/2/2011     B.M.    Developed write-ups discussing BDO observations                      2.1
                     regarding projected 2012 - 2015 store comp performance.

4/2/2011     J.D.    Prepared real estate write-up for report to be sent to               3.2
                     Counsel.

4/2/2011     J.D.    Prepared analysis by year of rent relief terminations to             2.1
                     include within the report to Counsel.

4/2/2011     J.D.    Prepared schedules to include within the report to counsel           1.8
                     for containing store property details.

4/2/2011     J.D.    Discussion with K. Matson regarding content within the               1.1
                     report to the members of the UCC with respect to the Real
                     Estate section.




                                          35
                                                                                 EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                     Time

4/2/2011     J.F.    Prepared charts and tables related to the SG&A section of         1.8
                     the UCC report.

4/2/2011     J.F.    Prepared SG&A rationalization section of UCC report.              3.1

4/2/2011     K.K.    Reviewed report to UCC re: Merchandise element of                 1.9
                     Business Plan.

4/2/2011     K.K.    Reviewed report to UCC re: Liquidation Analysis.                  1.3

4/2/2011     K.M.    Reviewed four wall section of report and provided                 2.9
                     comments to B. Maloney.

4/2/2011     K.M.    Discussed work to be performed with M. Tebesceff.                 0.3

4/2/2011     K.M.    Further discussed SG&A with J. Friedman.                          0.4

4/2/2011     K.M.    Prepared supply chain section of report to UCC.                   1.3

4/2/2011     K.M.    Reviewed SG&A section of report to UCC.                           0.8

4/2/2011     K.M.    Discussed real estate section of report with J. D'Amato.          1.1

4/2/2011     K.M.    Various discussions with R. Hauer regarding report to             0.9
                     Committee.

4/2/2011     K.M.    Various discussions with K. Kaden regarding business plan         1.9
                     report.

4/2/2011     M.G.    Prepared report draft integrating comments from K. Kaden.         4.9




                                          36
                                                                                      EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                          Time

4/2/2011     M.T.    Created schedules from the financial model for the                     1.2
                     Unsecured Creditors' Committee report.

4/2/2011     R.H.    Prepared real estte update presentation to UCC meeting.                0.8

4/2/2011     R.H.    Call with K. Matson re: status of report.                              0.5

4/2/2011     R.H.    Reviewed real estate database to create schedules for UCC              0.5
                     report.

4/3/2011     B.M.    Addressed K. Matson comments regarding four-wall store                 3.6
                     performance slides developed for 4/5/2011 report to UCC.

4/3/2011     B.M.    Updated content of select four-wall store profitability slides         1.3
                     to address K. Matson comments regarding presentation
                     consistency.

4/3/2011     B.M.    Addressed K. Kaden comments regarding four-wall store                  1.2
                     performance slides developed for 4/5/11 report to UCC.

4/3/2011     J.D.    Prepared Bridge relating to Occupancy Costs for the period             2.6
                     from FY 2010 through FY 2015.

4/3/2011     J.D.    Working session with K. Matson regarding the Occupancy                 1.7
                     Bridge from FY 2010 through FY 2015.

4/3/2011     J.D.    Prepared write-up for Real Estate section of the report in             3.8
                     order to include it within the report to the members of the
                     UCC.




                                          37
                                                                                  EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                      Time

4/3/2011     J.D.    Email correspondence with K. Matson regarding                      0.4
                     Occupancy costs for the distribution centers in PA and TN.

4/3/2011     J.D.    Discussion with M. Tebesceff regarding the details                 0.6
                     contained within the EBITDA Bridge for the report to the
                     members of the UCC.

4/3/2011     J.D.    Discussion with K. Matson regarding the summary                    0.9
                     schedule prepared to determine deferred rent amount based
                     on the rent relief effective dates and the pre-rent relief
                     occupancy costs.

4/3/2011     J.F.    Prepared SG&A rationalization section for the UCC report.          3.7

4/3/2011     J.F.    Revised GOB section of the report to include updated GOB           1.8
                     inventory reconciliation.

4/3/2011     J.F.    Summarized observations of the SG&A initiatives for the            2.2
                     UCC report.

4/3/2011     J.F.    Work session with K. Matson regarding BDO observations             0.4
                     on SG&A initiatives.

4/3/2011     J.F.    Discussion with K. McColgan regarding updated GOB                  0.4
                     section for the UCC report.

4/3/2011     K.K.    Reviewed report to UCC re: Merchandise element of                  4.7
                     Business Plan.




                                         38
                                                                               EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                   Time

4/3/2011     K.K.    Reviewed report to UCC re: Liquidation Analysis.                2.4

4/3/2011     K.K.    Reviewed report to UCC re: Store Performance element of         2.3
                     Business Plan.

4/3/2011     K.K.    Reviewed report to UCC re: Supply Chain element of              1.1
                     Business Plan.

4/3/2011     K.K.    Reviewed report to UCC re: Edits to Weekly Cash Flash           0.6
                     Report.

4/3/2011     K.M.    Discussed work to be performed with M. Tebesceff.               0.3

4/3/2011     K.M.    Drafted business plan analysis of supply chain.                 1.2

4/3/2011     K.M.    Drafted real estate section of report to UCC.                   1.6

4/3/2011     K.M.    Discussed report with K. Kaden.                                 1.1

4/3/2011     K.M.    Reviewed work on SG&A by J. Friedman.                           1.1

4/3/2011     K.M.    Reviewed work by M. Tebesceff for report.                       0.4

4/3/2011     K.M.    Reviewed report section drafted by B. Maloney.                  0.9

4/3/2011     K.M.    Discussed report section with R. Nachmani.                      0.3

4/3/2011     K.M.    Reviewed merchandising issues for report.                       0.6

4/3/2011     K.M.    Made changes to supply chain analysis.                          0.7




                                          39
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                        Time

4/3/2011     K.M.    Corresponded with J. D'Amato regarding distribution                  0.4
                     centers.

4/3/2011     K.M.    Discussed real estate analysis with J. D'Amato for report.           0.9

4/3/2011     K.M.    Met with J. Friedman regarding SG&A reductions in                    0.4
                     business plan.

4/3/2011     K.M.    Provided comments to J. Friedman with respect to SG&A                1.0
                     analysis.

4/3/2011     K.M.    Various discussions with team regarding changes to report.           0.7

4/3/2011     K.M.    Reviewed real estate database and analysis for report.               1.2

4/3/2011     R.N.    Revised liquidation analysis slide deck per discussions with         2.1
                     K. McColgan.

4/3/2011     R.N.    Prepared write up for store profitability section.                   0.7

4/3/2011     R.N.    Edited Supply Chain slide deck.                                      0.9

4/3/2011     R.N.    Edited liquidation deck per discussions with K. Kaden.               1.3

4/3/2011     W.L.    Reviewed and revised report to the Committee regarding               2.1
                     the business plan: supply chain.

4/3/2011     W.L.    Reviewed and revised report to the Committee regarding               2.6
                     the business plan: store profitability.




                                          40
                                                                                       EXHIBIT C


                             BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                           Time

4/3/2011     W.L.    Reviewed and revised report to the Committee regarding                  3.1
                     the business plan: SGA rationalization.

4/3/2011     W.L.    Reviewed and revised report to the Committee regarding                  2.3
                     the business plan: merchandise and marketing.

4/3/2011     W.L.    Reviewed draft liquidation analysis.                                    0.9

4/4/2011     B.M.    Addressed comments circulated by B. Buechler pertaining                 2.7
                     to four-wall store profitability slides being incorporated into
                     4/5/2011 report to UCC.

4/4/2011     B.M.    Addressed comments circulated by Bruce Nathan regarding                 0.7
                     four-wall store profitability slides being incorporated into
                     4/5/2011 report to UCC.

4/4/2011     B.M.    Coordinated with J. D'Amato to address K. Matson                        1.1
                     comment regarding real estate analysis slides to be
                     incorporated into 4/5/2011 report to UCC.

4/4/2011     B.M.    Addressed additional K. Kaden comments regarding four-                  0.8
                     wall store profitability slides to be used in 4/5/2011 report
                     to UCC.

4/4/2011     B.M.    Addressed W. Lenhart comments regarding four-wall store                 3.3
                     profitability slides to be incorporated into 4/5/2011 report
                     to UCC.

4/4/2011     J.D.    Discussion with K. Matson regarding the Real Estate                     1.4
                     section of the report to the members of the UCC.




                                          41
                                                                                     EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                         Time

4/4/2011     J.D.    Updates to the Real Estate section of the report to the               2.4
                     members of the UCC.

4/4/2011     J.D.    Prepared analysis by year based on the rent relief expiration         3.6
                     and the natural lease expiration.

4/4/2011     J.D.    Discussion with R. Hauer regarding additional schedules               2.2
                     and tables to be included within the report based on the
                     store locations which rent relief expires.

4/4/2011     J.F.    Prepared EBITDA bridge section of the UCC report.                     0.4

4/4/2011     J.F.    Prepared SG&A charts and tables for the UCC report.                   1.1

4/4/2011     J.F.    Prepared occupancy savings section of the UCC report.                 0.4

4/4/2011     J.F.    Updated merchandising section of the UCC report.                      1.2

4/4/2011     J.F.    Prepared business plan section of the UCC report.                     1.4

4/4/2011     J.F.    Prepared store profitability section for the UCC report.              0.3

4/4/2011     J.F.    Reviewed flash report for the week ended March 26.                    0.4

4/4/2011     J.F.    Updated SG&A section of the UCC report.                               1.4

4/4/2011     J.F.    Prepared April 4, 2011 report for the UCC.                            1.3

4/4/2011     K.K.    Reviewed report to UCC re: Edits to Executive Summary.                1.7




                                          42
                                                                                EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                    Time

4/4/2011     K.M.    Discussed real estate section of report with J. D'Amato.         1.5

4/4/2011     K.M.    Discussed EBITDA bridge with M. Tebesceff.                       0.4

4/4/2011     K.M.    Discussed report with M. Goodenow.                               0.3

4/4/2011     K.M.    Made changes to supply chain section of report per               0.7
                     comments from K. Kaden.

4/4/2011     K.M.    Reviewed merchandising section of report.                        1.2

4/4/2011     K.M.    Reviewed 4-wall section of report and provided comments.         0.7

4/4/2011     K.M.    Made changes to report per comments from W. Lenhart.             0.9

4/4/2011     K.M.    Finalized report.                                                0.7

4/4/2011     K.M.    Discussed changes to 4-wall section of report with B.            0.3
                     Maloney.

4/4/2011     K.M.    Met with M. Tebesceff and J. Friedman regarding EBITDA           0.7
                     bridge.

4/4/2011     M.G.    Prepared report drafts for merchandising section.                3.8

4/4/2011     M.G.    Meetings with K. Kaden and W. Lenhart on changes to              1.3
                     merchandising section of the UCC report.




                                          43
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                       Time

4/4/2011     M.G.    Update of UCC report - Merchandising section.                       2.5

4/4/2011     M.G.    Draft updated executive summary for report to UCC                   0.6
                     regarding merchandising meeting.

4/4/2011     M.T.    Worked on the EBITDA bridge calculation and schedule                1.9
                     for the Unsecured Creditors' Committee report.

4/4/2011     R.H.    Prepared real estate section of report.                             1.4

4/4/2011     W.L.    Reviewed report on business plan.                                   2.3

4/4/2011     W.L.    Review liquidation analysis.                                        1.3

4/4/2011     W.L.    Reviewed valuation issues.                                          0.5

4/4/2011     W.L.    Reviewed balance sheet and liquidity projections.                   1.1

4/5/2011     B.M.    Continued note development and prepared for oratory                 1.3
                     presentation to UCC regarding four-wall store profitability
                     component of Debtors' new business plan.

4/5/2011     J.F.    Preparation of business plan report for UCC call.                   0.4

4/5/2011     R.H.    Reviewed presentation to UCC and prepared discussion                1.1
                     points.

4/5/2011     R.N.    Revised notes and tables per request of revised analysis.           2.3




                                          44
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name     Description                                                       Time

4/5/2011     W.L.     Reviewed (0.8) and revised (1.3) liquidation analysis.              2.1

4/5/2011     K. Mc.   Reviewed report issued to UCC by BDO 4/4/11.                        0.4

4/6/2011     J.F.     Prepared flash report for the week ended April 2.                   1.8

4/6/2011     R.H.     Reviewed real estate section of report.                             0.4

4/6/2011     R.N.     Prepared adjustment write ups related to book values in             2.2
                      liquidation analysis.

4/6/2011     W.L.     Reviewed (0.4) and revised liquidation analysis (0.3).              0.7

4/7/2011     J.F.     Revised cash flash report for the week ended April 2, 2011.         0.4

4/7/2011     K.K.     Reviewed report to UCC re: Cash Flow Update WE April                0.7
                      2nd.

4/8/2011     J.F.     Revised GOB report.                                                 0.8

4/8/2011     J.F.     Updated cash flow report to include comp store sales.               0.4

4/8/2011     J.F.     Updated flash report for the week ended April 2.                    0.3

4/8/2011     K.K.     Prepared report to UCC re: Business Plan balance sheet.             2.2

4/8/2011     K.K.     Reviewed report to UCC re: Cash Flow WE April 2 2011.               0.7




                                           45
                                                                                     EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                         Time

4/8/2011     K.K.    Reviewed report to UCC re: GOB status.                                0.6

4/8/2011     K.M.    Drafted report on business plan - balance sheet and                   3.6
                     liquidity.

4/8/2011     K.M.    Changed report on balance sheet per comments from K.                  1.2
                     Kaden.

4/8/2011     K.M.    Changed report on balance sheet per comments from W.                  1.1
                     Lenhart.

4/8/2011     K.M.    Discussed balance sheet report with K. Kaden.                         0.8

4/8/2011     K.M.    Discussed balance sheet report with M. Goodenow.                      0.8

4/8/2011     M.G.    Prepared report to Committee on balance sheet issues.                 3.5

4/8/2011     M.T.    Created exhibits based on historical financial statements for         1.8
                     an Unsecured Creditors' Committee report.

4/8/2011     W.L.    Reviewed analysis of balance sheet and liquidity along with           1.8
                     report to the Committee.

4/8/2011     W.L.    Reviewed (0.2) and revised liquidation analysis (0.3).                0.5

4/10/2011    W.L.    Reviewed weekly cash update for Committee.                            0.3

4/10/2011    W.L.    Reviewed (0.2) and revised liquidation analysis (0.2).                0.4




                                          46
                                                                                EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name     Description                                                   Time

4/11/2011    J.F.     Updated GOB operations reports.                                 0.4

4/11/2011    W.L.     Reviewed support to revised liquidation analysis.               1.1

4/11/2011    K. Mc.   Reviewed revised GOB slides for report to Committee,            0.3
                      received from J. Freidman.

4/12/2011    J.F.     Revised GOB operations report.                                  0.6

4/12/2011    W.L.     Reviewed liquidation analysis and made revisions.               2.1

4/12/2011    W.L.     Reviewed (0.3) and revised (0.2) KEIP/KERP presentation         0.5
                      for Committee.

4/13/2011    J.F.     Prepared flash report for the week ended April 9th.             1.6

4/14/2011    J.F.     Revised flash report for the week ended April 16.               1.4

4/14/2011    K.K.     Reviewed report to UCC re: Cash Flash WE April 9.               0.5

4/15/2011    J.F.     Updated variance report for the week ended April 9.             0.3

4/15/2011    J.F.     Prepared exhibits to the 16-week forecast report.               0.3

4/15/2011    J.J.     Created first draft of Borders UCC Status Update.               1.0

4/15/2011    K.K.     Reviewed report to UCC re: Cash Flash WE April 9.               1.1

4/15/2011    K.K.     Reviewed report to UCC re: revised 16-week cash flow            0.8
                      forecast.




                                          47
                                                                               EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date         Name    Description                                                   Time

4/18/2011    J.F.    Revised 16-week cash forecast report.                           0.8

4/18/2011    K.K.    UCC Report - Revisions to updated 16 week cash forecast         0.8
                     report.

4/18/2011    W.L.    Reviewed and finalized report to the Committee.                 1.0

4/19/2011    J.F.    Updated charts for the week ended April 9 flash report.         0.4

4/19/2011    J.F.    Revised week ended April 9 flash report.                        0.7

4/20/2011    J.F.    Preparation of memorandum regarding the call with the           1.3
                     Debtors FY 2012 EBITDA calculations on April 19.

4/21/2011    J.F.    Revised flash report for the week ended April 16.               0.4

4/21/2011    J.F.    Prepared flash report for the week ended April 16.              1.9

4/21/2011    J.J.    Created first draft of Borders UCC Status Update.               1.0

4/21/2011    K.K.    Reviewed UCC report re: Cash Flash WE April 16th.               1.1

4/22/2011    J.F.    Updated flash report for the week ended April 23.               0.9

4/22/2011    J.V.    Prepared report to UCC on sale process status.                  1.0

4/24/2011    W.L.    Reviewed cash budget update report for Committee.               0.6

4/27/2011    J.F.    Prepared flash report for the week ended April 23.              2.6




                                         48
                                                                                 EXHIBIT C


                               BORDERS GROUP, INC.

                        RECAP OF PROFESSIONAL SERVICES
                            April 1, 2011 to April 30, 2011


G.     REPORT PREPARATION

Date          Name      Description                                                    Time

4/28/2011     J.F.      Prepared flash report for the week ended April 23.               0.4

4/28/2011     J.F.      Updated flash report for the week ended April 23.                0.8

4/29/2011     J.F.      Updated flash report for the week ended April 23.                0.7

4/29/2011     J.J.      Created first draft of Borders UCC Status Update.                0.5

4/29/2011     K.K.      Reviewed Cash Flash Report to UCC - WE April 23rd.               2.1
                                                                      TOTAL:           249.0

INDIVIDUAL TOTALS

Name                                             Hour         Rate      Compensation
W. LENHART (W.L.)                                 27.7      725.00         20,082.50
K. KADEN (K.K.)                                   29.7      550.00         16,335.00
J. VARSALONE (J.V.)                                1.0      550.00            550.00
R. HAUER (R.H.)                                    6.7      525.00          3,517.50
M. GOODENOW (M.G.)                                19.8      475.00          9,405.00
K. MCCOLGAN (K. Mc.)                               0.7      475.00            332.50
K. MATSON (K.M.)                                  40.2      375.00         15,075.00
B. MALONEY (B.M.)                                 27.2      325.00          8,840.00
J. D'AMATO III (J.D.)                             32.8      240.00          7,872.00
R. NACHMANI (R.N.)                                13.5      225.00          3,037.50
M. TEBESCEFF (M.T.)                                4.9      225.00          1,102.50
J. FRIEDMAN (J.F.)                                42.3      200.00          8,460.00
J. JOSEPHS (J.J.)                                  2.5      150.00            375.00
TOTAL:                                           249.0                     94,984.50




                                            49
                                                                               EXHIBIT C


                            BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


H.     MONTHLY OPERATING REPORT

Date           Name   Description                                                   Time

4/19/2011      J.F.   Discussion with K. Matson regarding status of monthly          0.2
                      operating report.

4/19/2011      K.M.   Discussed MOR with J. Friedman.                                0.2

4/29/2011      J.F.   Analyzed MOR for February and March.                           0.4

4/29/2011      J.F.   Correspondence with K. Matson regarding the MOR and            0.2
                      10-K.

4/29/2011      J.F.   E-mail Debtors regarding March MOR.                            0.1

4/29/2011      K.M.   Reviewed MOR filed.                                            0.4

4/29/2011      K.M.   Corresponded with J. Friedman regarding MOR.                   0.2
                                                                      TOTAL:         1.7


INDIVIDUAL TOTALS

Name                                         Hour         Rate       Compensation
K. MATSON (K.M.)                              0.8       375.00             300.00
J. FRIEDMAN (J.F.)                            0.9       200.00             180.00
TOTAL:                                        1.7                          480.00




                                        50
                                                                                    EXHIBIT C


                            BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


I.     MEETINGS WITH CREDITORS

Date          Name   Description                                                        Time

4/4/2011      B.M.   Participated in conference call with W. Lenhart, K. Kaden,           0.6
                     K. Matson, R. Hauer, M. Goodenow, J. Varsalone and J.
                     Manning to prepare for 4/5/2011 call with UCC regarding
                     major business plan components.

4/4/2011      J.M.   Reviewed BS and other financial information in advance of            0.5
                     UCC Professionals Call.

4/4/2011      J.M.   Call with BDO Consulting on agenda and UCC                           0.8
                     presentation.

4/4/2011      J.V.   Call with BDOC on agenda and UCC presentation.                       0.8

4/4/2011      K.M.   Call with team regarding business plan report to prepare for         0.8
                     UCC call.

4/4/2011      K.M.   Met with K. Kaden and R. Hauer to prepare for UCC call.              0.9

4/4/2011      R.H.   Met with K. Kaden and K. Matson to discuss roles for call            1.0
                     with UCC.

4/5/2011      B.M.   Participated in conference call with W. Lenhart, K. Kaden,           1.5
                     K. Matson, R. Hauer, M. Goodenow, J. Varsalone, J.
                     Manning, B. Buechler, B. Nathan and UCC members to
                     present BDO analysis regarding major business plan
                     components.

4/5/2011      K.K.   Conference call with UCC re: Business Plan.                          1.7




                                         51
                                                                                      EXHIBIT C


                            BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


I.     MEETINGS WITH CREDITORS

Date          Name   Description                                                          Time

4/5/2011      K.M.   Prepared for call with Committee to provide business plan              3.4
                     analysis.

4/5/2011      K.M.   Participated in call with Committee regarding business plan            1.8
                     review.

4/5/2011      M.G.   Participated in Unsecured Creditors' Committee call.                   1.7

4/5/2011      R.H.   Participated on UCC call re: weekly update - discussed                 2.0
                     potential admin claims for select real estate transactions,
                     profitability of Airport Stores and a variety of other pending
                     issues.

4/5/2011      W.L.   Prepared for Creditor Committee meeting.                               0.7

4/5/2011      W.L.   Participated on call with Committee and presented business             1.8
                     plan analysis. Followed up on business plan analysis with
                     Committee members.

4/6/2011      J.M.   Meeting with Committee re: business plan.                              1.2

4/6/2011      J.M.   Meetings with R. Tucker, B. Nathan, W. Sinnott.                        1.0

4/6/2011      J.V.   Meeting with Committee to review business plan.                        1.2

4/6/2011      K.K.   Reviewed UCC draft objection to KEIP.                                  0.6

4/6/2011      M.G.   Meeting with Committee and counsel in preparation for                  1.1
                     meeting with Debtors.

4/6/2011      M.G.   Follow-up meeting with Committee members                  and          1.2
                     Committee counsel to discuss strategic options.




                                          52
                                                                                EXHIBIT C


                            BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


I.     MEETINGS WITH CREDITORS

Date          Name   Description                                                    Time

4/11/2011     K.M.   Call with R. Tucker (Simon Properties) regarding case            0.3
                     issues.

4/13/2011     K.K.   Prepared for and participate in UCC Conference call re:          1.1
                     KEIP.

4/13/2011     K.M.   Participated in call with Committee.                             0.8

4/13/2011     M.G.   Call with Unsecured Creditors' Committee.                        1.4

4/13/2011     W.L.   Prepared for and participated on Committee conference            1.6
                     call.

4/14/2011     K.K.   Conference call with UCC re: KEIP.                               0.9

4/14/2011     K.M.   Call with Committee regarding KEIP.                              0.9

4/14/2011     W.L.   Participated on Committee conference call.                       0.7

4/18/2011     K.K.   UCC Conference call re: Case status, KEIP & sale process         0.8
                     update.

4/18/2011     K.K.   Discussion with UCC Member (BS) re: Cash flow/trade              0.4
                     credit

4/18/2011     W.L.   Participated on Committee conference call.                       0.9

4/19/2011     K.K.   Discussion with UCC Member (JS) re: Cash flow/trade              0.4
                     credit.

4/25/2011     K.K.   Discussion with UCC Member (JS) re: Sale process.                0.3




                                         53
                                                                                      EXHIBIT C


                            BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


I.     MEETINGS WITH CREDITORS

Date          Name   Description                                                          Time

4/25/2011     K.K.   Discussion with UCC Member (AG) re: Sale process.                      0.4

4/25/2011     K.M.   Call with certain UCC members vendor to discuss                        0.7
                     extension of credit.

4/26/2011     J.V.   Various calls with vendors on status of sale process and               1.0
                     vendor credit.

4/26/2011     K.M.   Call with certain trade vendor to discuss extension of credit.         0.9

4/27/2011     J.M.   Participated on UCC call re: presentation of sales process,            1.3
                     introduction of UCC Alternatives.

4/27/2011     J.V.   UCC call re: presentation of sales process and introduction            1.3
                     of UCC Alternatives.

4/27/2011     K.K.   Discussion with UCC Member (DB) re: Cash flow/trade                    0.7
                     credit.

4/27/2011     K.K.   Discussion with UCC Member (CG) re: Cash flow/trade                    0.7
                     credit.

4/27/2011     K.K.   UCC Conference call re: Case status & cash flow.                       0.8

4/27/2011     K.M.   Participated in update call with Committee.                            0.8

4/27/2011     K.M.   Call with UCC member to discuss extension of credit.                   1.3

4/27/2011     K.M.   Call with UCC member to discuss extension of credit.                   0.8




                                          54
                                                                                EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


I.     MEETINGS WITH CREDITORS

Date          Name    Description                                                   Time

4/27/2011     W.L.    Participated on Committee conference call.                      0.6

4/29/2011     J.M.    Set-up follow up calls with UCC member.                         0.3

4/29/2011     J.V.    Various calls with UCC member on status of sale process         1.0
                      and vendor credit.
                                                                    TOTAL:           49.4


INDIVIDUAL TOTALS

Name                                           Hour        Rate    Compensation
W. LENHART (W.L.)                                6.3     725.00        4,567.50
J. MANNING (J.M.)                                5.1     700.00        3,570.00
K. KADEN (K.K.)                                  8.8     550.00        4,840.00
J. VARSALONE (J.V.)                              5.3     550.00        2,915.00
R. HAUER (R.H.)                                  3.0     525.00        1,575.00
M. GOODENOW (M.G.)                               5.4     475.00        2,565.00
K. MATSON (K.M.)                                13.4     375.00        5,025.00
B. MALONEY (B.M.)                                2.1     325.00          682.50
TOTAL:                                          49.4                  25,740.00




                                          55
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name    Description                                                        Time

4/1/2011      J.F.    Analyzed GOB operations reconciliations provided by the              1.8
                      Debtors.

4/1/2011      K.M.    Updated W. Lenhart regarding site visit.                             0.7

4/1/2011      K.M.    Updated K. Kaden regarding site visit.                               0.9

4/1/2011      M.T.    Analyzed documents added to the docket.                              0.8

4/2/2011      J.D.    Discussion with M. Tebesceff regarding the balance of rent           0.7
                      relief savings lost per year compared to the lease
                      expirations on an annual basis.

4/2/2011      J.D.    Reviewed two property locations which the Debtors have               0.9
                      rejected in order to determine if the locations are properly
                      scheduled to close.

4/3/2011      M.T.    Reviewed the level 3 financial analysis for 2010 put                 0.9
                      together by R. Nachmani.

4/4/2011      B.M.    Commenced preparation of notes in advance of 4/5/2011                1.6
                      presentation to UCC regarding major business plan
                      components.

4/4/2011      J.D.    Reviewed DJM website for updates in property deals.                  0.6

4/4/2011      M.G.    Prepared and planned for UCC Call with BDO team.                     1.4

4/4/2011      R.K.    Reviewed tax retention agreements for D & T.                         0.4




                                          56
                                                                                EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name    Description                                                   Time

4/5/2011      K.K.    Reviewed E&Y retention documents.                               0.6

4/5/2011      M.G.    Reviewed merchandising findings in preparation for              2.2
                      Tuesday UCC call.

4/5/2011      M.T.    Analyzed documents added to the docket.                         0.4

4/5/2011      W.L.    Reviewed Debtor's presentation to the Committee.                0.6

4/6/2011      M.T.    Analyzed documents added to the docket.                         0.3

4/6/2011      R.H.    Read emails re: Schedule of Assets and Liabilities and          0.2
                      Statement of Affairs.

4/7/2011      K.M.    Call with R. Hauer regarding case issues.                       0.4

4/7/2011      M.T.    Analyzed documents added to the docket.                         0.6

4/8/2011      J.F.    Discussion with K. McColgan regarding GOB operations.           0.1

4/8/2011      J.F.    Reviewed GOB reconciliation for the week ended April 2.         0.3

4/8/2011      J.F.    Discussion with K. Kaden regarding GOB operations.              0.2

4/8/2011      K.M.    Reviewed docket update.                                         0.2

4/8/2011      M.T.    Analyzed documents added to the docket.                         0.6




                                          57
                                                                                 EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name    Description                                                    Time

4/10/2011     J.F.    Reviewed data room documents provided by the Debtors.            0.4

4/11/2011     B.M.    Coordinated with M. Tebesceff regarding incorporation of         0.2
                      property tear sheet into BDO property model.

4/11/2011     B.M.    Coordinated with J. Friedman regarding changes made to           0.7
                      Jefferies data room.

4/11/2011     J.F.    Discussion with B. Maloney regarding data room updates.          0.1

4/11/2011     J.F.    Discussion with Jefferies regarding data room updates.           0.2

4/11/2011     J.F.    Discussion with K. Kaden regarding GOB operations                0.2
                      reports.

4/11/2011     J.F.    Discussion with K. Matson regarding data room updates.           0.2

4/11/2011     K.M.    Discussed additional documents in data room with J.              0.2
                      Friedman.

4/11/2011     M.T.    Analyzed documents added to the docket.                          0.7

4/11/2011     M.T.    Analyzed files added to the data room.                           0.5

4/11/2011     R.H.    Reviewed open item list.                                         0.5




                                          58
                                                                                  EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name     Description                                                    Time

4/12/2011     B.M.     Coordinated with J. D'Amato regarding changes to be made         0.3
                       to tear sheet template developed by M. Tebesceff.

4/12/2011     J.D.     Updated master property file based on discussions held           1.9
                       with B. Maloney.

4/12/2011     J.F.     Discussion with K. McColgan and K. Kaden regarding               0.3
                       GOB operations report.

4/12/2011     J.F.     Analyzed rental rates related to 100 Broadway.                   0.3

4/12/2011     K.K.     Reviewed updated GOB status report to UCC.                       1.4

4/12/2011     K.M.     Discussed data room documents with J. Friedman.                  0.2

4/12/2011     K.M.     Reviewed revised data room.                                      0.2

4/12/2011     M.T.     Analyzed documents added to the docket.                          0.7

4/12/2011     K. Mc.   Discussed comments on GOB analysis report with Kaden.            0.4

4/12/2011     K. Mc.   Revised GOB analysis report based on Kaden comments              0.6
                       and Freidman updates to supporting schedules.

4/12/2011     K. Mc.   Directed Freidman in updating supporting schedules to            0.2
                       GOB analysis report based on Kaden review comments.

4/13/2011     J.D.     Discussion with B. Maloney regarding outcome of the              0.9
                       analysis performed between the lease abstracts and the
                       information provided by DJM.




                                           59
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name     Description                                                     Time

4/13/2011     J.F.     Reviewed GOB reconciliation.                                      0.2

4/13/2011     K.M.     Reviewed docket update.                                           0.2

4/13/2011     M.G.     Prepared for UCC call with K. Kaden and W. Lenhart.               1.0

4/13/2011     M.G.     Reviewed balance sheet data in preparation for call with          0.7
                       Committee.

4/13/2011     M.T.     Analyzed documents added to the docket.                           0.8

4/13/2011     K. Mc.   Reviewed final GOB analysis report issued to Committee.           0.1

4/14/2011     M.G.     Prepared financial model with M. Tebesceff.                       3.8

4/14/2011     R.H.     Reviewed Order to Reject.                                         0.4

4/14/2011     W.L.     Reviewed corporate analysis.                                      0.3

4/14/2011     K. Mc.   Reviewed weekly GOB reconciliation report received from           0.3
                       J. Webb.

4/15/2011     K.M.     Reviewed public information with respect to case progress         1.3
                       and media reports.

4/15/2011     K.M.     Discussed real estate update with R. Hauer.                       0.3

4/15/2011     K.M.     Reviewed correspondence from Counsel (B. Williams)                0.2
                       regarding leases.




                                           60
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name    Description                                                       Time

4/15/2011     K.M.    Discussed vendor trade credit with W. Lenhart.                      0.2

4/15/2011     K.M.    Case update discussion with K. Kaden.                               0.4

4/15/2011     M.T.    Analyzed documents added to the docket.                             0.5

4/18/2011     J.D.    Prepared materials for conference call with R. Hauer and B.         0.6
                      Maloney.

4/18/2011     K.M.    Analyzed returns assumptions with respect to new budget.            0.9

4/18/2011     K.M.    Reviewed lien memo from Counsel and provided                        0.5
                      comments.

4/18/2011     M.T.    Analyzed documents added to the docket.                             0.4

4/18/2011     R.H.    Reviewed various emails re: rejections and assumptions.             0.3

4/18/2011     R.H.    Conference call with W. Lenhart, K. Matson and B.                   0.8
                      Maloney re: rejection leases.

4/19/2011     J.F.    Meeting with BDO team regarding case status and                     1.1
                      workplan.

4/19/2011     J.F.    Discussion with K. Matson regarding case work plan.                 0.1

4/19/2011     K.M.    Planning call with R. Hauer, B. Maloney and K. Kaden.               1.2




                                          61
                                                                                 EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name    Description                                                    Time

4/19/2011     K.M.    Met with M. Goodenow and K. Kaden regarding work to be           1.2
                      performed.

4/19/2011     K.M.    Discussed work to be performed with J. Friedman.                 0.1

4/19/2011     M.T.    Analyzed documents added to the docket.                          0.6

4/19/2011     M.T.    Attended an internal meeting to discuss the next steps           1.0
                      regarding the Borders case.

4/19/2011     M.T.    Reviewed the application to employ Jefferies & Company,          0.6
                      Inc. for information regarding fees.

4/19/2011     M.T.    Wrote up a synopsis of the potential fees Jefferies &            0.7
                      Company, Inc. would receive based on specific scenarios.

4/19/2011     R.H.    Planning call with K. Kaden, K. Matson, B. Maloney and           1.2
                      M. Goodenow.

4/19/2011     W.L.    Updated financial information - loses since filing.              0.3

4/20/2011     B.M.    Coordinated with J. D'Amato regarding procedures for             1.1
                      tracking stipulations and modifications received from
                      Debtors' counsel.

4/20/2011     J.F.    Reviewed professional fee applications.                          0.2

4/20/2011     K.M.    Met with B. Maloney regarding work to be performed.              0.2




                                           62
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name     Description                                                     Time

4/20/2011     K.M.     Reviewed email from Counsel (T. Wheeler) regarding                0.1
                       ordinary course order.

4/20/2011     K.M.     Reviewed email from Counsel (B. Williams) regarding               0.1
                       leases.

4/21/2011     J.F.     Discussion with K. Matson regarding work plan.                    0.2

4/21/2011     K.M.     Discussed work to be performed with J. Friedman.                  0.3

4/21/2011     K.M.     Discussed business plan open items with K. Kaden.                 0.4

4/21/2011     K.M.     Reviewed GOB results forwarded by H. Etlin.                       0.1

4/21/2011     K.M.     Reviewed GOB results in last Committee update.                    0.4

4/21/2011     K.M.     Discussed FF&E sales with K. McColgan.                            0.2

4/21/2011     K.M.     Discussed Hyannis lease with R. Hauer and B. Maloney.             0.3

4/21/2011     R.N.     Discussion with B. Maloney and K. Matson regarding 16             0.8
                       week forecast, store profitability and go forward steps.

4/21/2011     K. Mc.   Requested GOB information from J. Webb.                           0.2

4/21/2011     K. Mc.   Reviewed news report of non-public information disclosed          0.1
                       to media.

4/22/2011     B.M.     Reviewed stipulation    between    Debtors    and   Simon         0.2
                       Properties.




                                          63
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name     Description                                                     Time

4/22/2011     J.F.     Analyzed professional fee applications.                           1.4

4/22/2011     M.T.     Analyzed documents added to the docket.                           0.5

4/22/2011     R.H.     Reviewed schedule for future meetings.                            0.2

4/22/2011     R.H.     Read emails re: Simon Pre-petition amount and lease               0.8
                       modifications and outstanding stipulations.

4/22/2011     K. Mc.   Reviewed weekly GOB store cash settlements and                    0.6
                       Equipment sales updates received from J. Webb.

4/24/2011     W.L.     Reviewed counsel's analysis of secured liens.                     0.5

4/25/2011     J.F.     Discussion with M. Tebesceff regarding data room updates.         0.2

4/25/2011     J.F.     Updated professional fee tracker.                                 0.2

4/25/2011     K.M.     Reviewed lien analysis and UCC minutes received from B.           0.3
                       Nathan.

4/25/2011     K.M.     Discussed budget of professional fees with J. Friedman.           0.1

4/25/2011     M.T.     Analyzed the Q4 2010 and FY 2010 consolidated                     0.4
                       financials.

4/25/2011     M.T.     Analyzed documents added to the docket.                           0.2




                                           64
                                                                                EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name     Description                                                  Time

4/25/2011     R.H.     Reviewed notes from conference call with DJM.                  0.3

4/26/2011     J.F.     Meeting with K. Matson regarding professional fee              0.3
                       applications of Debtors professionals.

4/26/2011     J.F.     Updated professional fee tracker.                              0.4

4/26/2011     K.M.     Discussed landlord stipulations with B. Maloney.               0.2

4/26/2011     K.M.     Met with J. Friedman regarding Debtors' budgeted fees.         0.3

4/26/2011     M.T.     Analyzed documents added to the docket.                        0.5

4/27/2011     K.M.     Reviewed supply chain timing of savings and further            1.3
                       questions on Part II of implementation.

4/27/2011     K.M.     Discussed comp sales results with K. McColgan and W.           0.4
                       Lenhart.

4/27/2011     W.L.     Received update on post-petition credit issues.                0.4

4/27/2011     K. Mc.   Requested weekly GOB information from J. Webb.                 0.1

4/28/2011     J.F.     Analyzed historical financials.                                2.2

4/28/2011     J.F.     Analyzed historical market data.                               0.7

4/28/2011     M.T.     Analyzed documents added to the docket.                        0.6




                                            65
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name     Description                                                      Time

4/28/2011     R.H.     Reviewed emails re: outstanding Debtors motion.                    0.2

4/28/2011     R.H.     Reviewed email re: minutes of 4/27/11 meeting.                     0.2

4/28/2011     K. Mc.   Analyzed GOB store sales and expense reconciliations               0.4
                       received from J. Webb.

4/28/2011     K. Mc.   Requested GOB information from J. Webb.                            0.2

4/29/2011     J.F.     Analyzed historical financials.                                    0.7

4/29/2011     J.F.     Analyzed historical market data.                                   0.9

4/29/2011     J.F.     Analyzed 10-K for Fiscal Year 2010.                                0.2

4/29/2011     J.F.     Discussion with K. Matson regarding analysis of historical         0.3
                       financials.

4/29/2011     J.F.     Discussion with M. Tebesceff regarding professional fee            0.2
                       applications.

4/29/2011     J.F.     Updated professional fee tracker.                                  0.2

4/29/2011     J.V.     Reviewed/revised BDO Cap report to UCC on sales                    0.3
                       process.

4/29/2011     K.M.     Discussed historical financial analysis with J. Friedman.          0.4

4/29/2011     K.M.     Discussed case issues with K. Kaden.                               0.3




                                            66
                                                                                       EXHIBIT C


                               BORDERS GROUP, INC.

                        RECAP OF PROFESSIONAL SERVICES
                            April 1, 2011 to April 30, 2011


J.     BUSINESS ANALYSIS

Date          Name      Description                                                        Time

4/29/2011     M.T.      Analyzed documents added to the docket.                              0.7

4/29/2011     W.L.      Reviewed prior financials regarding valuation issues at time         0.5
                        of potential transfer litigation.
                                                                          TOTAL:            74.7


INDIVIDUAL TOTALS

Name                                             Hour         Rate      Compensation
W. LENHART (W.L.)                                  2.6      725.00          1,885.00
R. KLEIN (R.K.)                                    0.4      600.00            240.00
K. KADEN (K.K.)                                    2.0      550.00          1,100.00
J. VARSALONE (J.V.)                                0.3      550.00            165.00
R. HAUER (R.H.)                                    5.1      525.00          2,677.50
M. GOODENOW (M.G.)                                 9.1      475.00          4,322.50
K. MCCOLGAN (K. Mc.)                               3.2      475.00          1,520.00
K. MATSON (K.M.)                                  14.7      375.00          5,512.50
B. MALONEY (B.M.)                                  4.1      325.00          1,332.50
J. D'AMATO III (J.D.)                              5.6      240.00          1,344.00
R. NACHMANI (R.N.)                                 0.8      225.00            180.00
M. TEBESCEFF (M.T.)                               13.0      225.00          2,925.00
J. FRIEDMAN (J.F.)                                13.8      200.00          2,760.00
TOTAL:                                            74.7                     25,964.00




                                            67
                                                                                      EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


K.     LIQUIDATION ANALYSIS

Date          Name     Description                                                        Time

4/1/2011      J.F.     Discussion with R. Nachmani regarding payroll for the                0.2
                       liquidation analysis.

4/1/2011      R.N.     Revised liquidation analysis per discussions with K.                 1.9
                       McColgan.

4/1/2011      R.N.     Discussions with K. McColgan regarding liquidation                   0.4
                       analysis assumptions.

4/1/2011      R.N.     Revised and updated hypothetical liquidation analysis per            2.6
                       K. McColgan comments.

4/1/2011      R.N.     Revised and updated hypothetical liquidation analysis per            1.3
                       K. McColgan comments.

4/1/2011      K. Mc.   Correspondence with K. Kaden re: draft slides for                    0.1
                       Liquidation analysis.

4/1/2011      K. Mc.   Analyzed liquidation analysis prepared by R. Nachmani.               1.2

4/1/2011      K. Mc.   Directed R. Nachmani in revising liquidation analysis.               0.7

4/1/2011      K. Mc.   Reviewed draft liquidation analysis slides prepared by R.            0.6
                       Nachmani for larger report to UCC.

4/1/2011      K. Mc.   Directed R. Nachmani in revising liquidation analysis slides         0.4
                       for UCC report.

4/3/2011      B.M.     Developed comments to working version of liquidation                 1.2
                       analysis.




                                           68
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


K.     LIQUIDATION ANALYSIS

Date          Name    Description                                                        Time

4/3/2011      B.M.    Met with R. Nachmani to provide overview of comments                 0.2
                      and proposed changes to liquidation analysis.

4/3/2011      B.M.    Performed follow-up with K. Matson regarding scope and               0.3
                      nature of comments provided to R. Nachmani.

4/3/2011      K.M.    Reviewed liquidation analysis.                                       0.6

4/3/2011      K.M.    Discussed liquidation analysis with B. Maloney.                      0.3

4/3/2011      K.M.    Discussed liquidation analysis with R. Nachmani.                     0.3

4/3/2011      R.N.    Discussions with K. Kaden regarding liquidation analysis             0.8
                      revisions.

4/3/2011      R.N.    Discussion with B. Maloney regarding liquidation analysis.           0.3

4/3/2011      R.N.    Performed analysis on fair values of current assets.                 2.5

4/3/2011      R.N.    Performed analysis        on potential wind down costs               1.3
                      associated with liquidation analysis.

4/3/2011      R.N.    Performed analysis on potential administrative claims in the         2.4
                      event of a liquidation analysis.

4/4/2011      R.N.    Performed revisions to liquidation analysis per W. Lenhart           1.3
                      comments.

4/4/2011      R.N.    Discussions with WL regarding liquidation analysis.                  0.3




                                           69
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


K.     LIQUIDATION ANALYSIS

Date          Name     Description                                                      Time

4/4/2011      R.N.     Discussions with KM regarding liquidation analysis.                0.4

4/4/2011      R.N.     Performed analysis on unsecured claim amounts.                     2.3

4/4/2011      R.N.     Performed analysis on accruals and merchandise payables.           1.5

4/4/2011      R.N.     Performed analysis on priority claims.                             1.3

4/4/2011      R.N.     Discussions with KMG regarding liquidation analysis.               0.5

4/4/2011      R.N.     Revised all notes and tables per discussions with                  1.7
                       management.

4/4/2011      K. Mc.   Reviewed edited slides for Liquidation analysis section of         0.4
                       UCC report.

4/4/2011      K. Mc.   Reviewed revised liquidation analysis spreadsheet.                 0.8

4/4/2011      K. Mc.   Discussed liquidation analysis assumptions with W.                 0.2
                       Lenhart and K. Kaden.

4/4/2011      K. Mc.   Reviewed revised professional fees forecast received from          0.2
                       K. Kaden.

4/4/2011      K. Mc.   Reviewed 502 b 6 lease rejection claim analysis received           0.3
                       from K. Kaden for impact on liquidation analysis.

4/4/2011      K. Mc.   Directed R. Nachmani in preparation of liquidation                 0.6
                       analysis.




                                           70
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


K.     LIQUIDATION ANALYSIS

Date          Name     Description                                                       Time

4/5/2011      R.N.     Discussion with W. Lenhart regarding changes to                     0.4
                       liquidation analysis.

4/5/2011      R.N.     Performed analysis per W. Lenhart request related to assets         1.1
                       in liquidation analysis.

4/5/2011      R.N.     Performed analysis per W. Lenhart request related to                1.4
                       administrative claims in liquidation analysis.

4/5/2011      R.N.     Performed analysis per W. Lenhart request related to                1.6
                       unsecured claims in liquidation analysis.

4/5/2011      R.N.     Performed revisions on liquidation analysis.                        1.4

4/5/2011      K. Mc.   Conference with W. Lenhart and R. Nachmani re:                      0.6
                       liquidation analysis revisions and assumptions.

4/5/2011      K. Mc.   Discussed revisions to liquidation analysis with K. Kaden           0.2
                       and W. Lenhart and R. Nachmani.

4/5/2011      K. Mc.   Commented on revisions needed to liquidation analysis to            0.8
                       R. Nachmani.

4/5/2011      K. Mc.   Directed R. Nachmani in preparation of liquidation                  0.8
                       analysis.

4/6/2011      R.N.     Performed analysis on asset valuations from SOAL filings.           1.7

4/6/2011      R.N.     Performed analysis on claims valuation from SOAL filings.           1.4




                                           71
                                                                                       EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


K.     LIQUIDATION ANALYSIS

Date          Name     Description                                                         Time

4/6/2011      R.N.     Discussion with McColgan related to SOAL adjustment                   0.2
                       notes.

4/6/2011      R.N.     Discussions with McColgan regarding liquidation analysis              0.4
                       notes.

4/6/2011      K. Mc.   Reviewed revised liquidation       analysis    prepared   for         0.3
                       distribution to committee.

4/6/2011      K. Mc.   Discussed additional revisions to liquidation analysis with           0.2
                       W. Lenhart, K. Kaden and R. Nachmani.

4/6/2011      K. Mc.   Directed R. Nachmani in finalizing liquidation analysis               0.4
                       report for delivery to committee.

4/6/2011      K. Mc.   Directed R. Nachmani in further editing presentation of               0.2
                       liquidation analysis source information for report to
                       committee.

4/7/2011      R.N.     Review notes and tables for partner review of liquidation             2.8
                       analysis.

4/7/2011      R.N.     Prepared write up related to adjustments from SOAL to                 1.6
                       Book Value at 06.30.11 assets.

4/7/2011      R.N.     Discussion with K. McColgan regarding liquidation                     0.3
                       analysis.

4/7/2011      R.N.     Performed revisions on liquidation analysis.                          1.4




                                           72
                                                                                       EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


K.     LIQUIDATION ANALYSIS

Date          Name     Description                                                         Time

4/7/2011      W.L.     Update on balance sheet analysis.                                     0.3

4/8/2011      R.N.     Discussion with KJK regarding lease rejection figures.                0.6

4/8/2011      R.N.     Discussion with KJK regarding liquidation analysis notes.             0.9

4/8/2011      R.N.     Revised notes and tables per request of revised analysis.             2.6

4/8/2011      R.N.     Performed revisions on liquidation analysis.                          1.7

4/8/2011      R.N.     Discussions   with    management     regarding    liquidation         0.8
                       analysis.

4/8/2011      K. Mc.   Correspondence with K. Kaden re: draft liquidation report.            0.2

4/8/2011      K. Mc.   Correspondence with R. Nachmani re: Liquidation report.               0.3

4/8/2011      K. Mc.   Telephone calls with K. Kaden re: weekly cash (.1) and                0.3
                       draft liquidation report (.2).

4/8/2011      K. Mc.   Telephone call with K. Kaden and R. Nachmani re:                      0.4
                       Liquidation report.

4/11/2011     R.N.     Performed analysis on outstanding administrative                      2.6
                       professional fees in the event of a liquidation using various
                       source documents and profession fee schedules found in
                       the data room..

4/11/2011     R.N.     Revised liquidation analysis per KJK edits.                           1.7




                                            73
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


K.     LIQUIDATION ANALYSIS

Date          Name     Description                                                      Time

4/11/2011     R.N.     Performed analysis on potential company wind down cost             1.2
                       given 6 month wind down period.

4/11/2011     R.N.     Discussion with K. McColgan regarding liquidation                  0.9
                       analysis.

4/11/2011     K. Mc.   Correspondence with R. Nachmani re: partner review of              0.1
                       draft liquidation report.

4/11/2011     K. Mc.   Reviewed revised liquidation analysis slides received from         0.8
                       R. Nachmani.

4/11/2011     K. Mc.   Directed R. Nachmani on updates needed to liquidation              0.2
                       analysis slide deck as a result of Debtors issuing revised
                       cash forecast last night.

4/11/2011     K. Mc.   Discussed draft liquidation analysis report with K. Kaden.         0.3

4/11/2011     K. Mc.   Correspondence with K. Kaden and W. Lenhart re: draft              0.2
                       liquidation analysis.

4/12/2011     K.K.     Reviewed liquidation analysis to UCC.                              2.1

4/12/2011     K.M.     Reviewed updated liquidation analysis.                             0.3

4/12/2011     K.M.     Discussed finalization of liquidation analysis with K.             0.6
                       McColgan and K. Kaden.

4/12/2011     R.N.     Performed revisions on liquidation analysis.                       1.7




                                           74
                                                                                      EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


K.     LIQUIDATION ANALYSIS

Date          Name     Description                                                        Time

4/12/2011     R.N.     Discussion with WL and KM regarding liquidation                      0.3
                       analysis.

4/12/2011     R.N.     Prepared methodology and sources documents.                          0.8

4/12/2011     K. Mc.   Reviewed correspondence among Kaden, Lenhart and                     0.2
                       Matson re: liquidation analysis report requested by Nathan
                       and Buechler.

4/12/2011     K. Mc.   Directed R. Nachmani in revising liquidation analysis                0.3
                       workpapers for Lenhart comments.

4/12/2011     K. Mc.   Discussed Lenhart revisions to liquidation analysis with             0.2
                       Lenhart.

4/12/2011     K. Mc.   Discussed liquidation analysis with Kaden.                           0.3

4/12/2011     K. Mc.   Revised liquidation analysis workpapers for additional               0.6
                       Lenhart and Kaden comments.

4/12/2011     K. Mc.   Revised liquidation analysis report for results of revisions         1.8
                       to workpapers based on Lenhart and Kaden comments.

4/12/2011     K. Mc.   Conferred with Lenhart, Kaden and Matson re: finalizing              0.6
                       liquidation analysis report to UCC.

4/12/2011     K. Mc.   Participated in conference call with H. Etlin, W. Lenhart            0.7
                       and K. Kaden re: liquidation analysis.

4/12/2011     K. Mc.   Reviewed comments on draft liquidation analysis report               0.2
                       received from Buechler and Nathan.




                                           75
                                                                                      EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


K.     LIQUIDATION ANALYSIS

Date          Name     Description                                                        Time

4/13/2011     R.N.     Discussion with Kevin McColgan             regarding   final         0.3
                       liquidation analysis work product.

4/13/2011     W.L.     Reviewed liquidation analysis.                                       0.9

4/13/2011     K. Mc.   Discussed liquidation analysis report with Lenhart.                  0.2

4/13/2011     K. Mc.   Reviewed final liquidation analysis report issued to                 0.3
                       committee with R. Nachmani.

4/13/2011     K. Mc.   Analyzed impact of cash forecast revisions on liquidation            0.9
                       analysis report issued to UCC previously.

4/14/2011     K. Mc.   Reviewed weekly fixtures and equipment liquidation                   0.1
                       summary received from J. Webb.

4/21/2011     K. Mc.   Directed R. Nachmani in revisions to liquidation analysis.           0.4

4/21/2011     K. Mc.   Analyzed actual asset and liability balances vs. revised             0.7
                       forecast and business plan balances to determine
                       appropriate amounts to utilize in the revised liquidation
                       analysis.

4/21/2011     K. Mc.   Reviewed liquidation analysis revisions made by R.                   0.7
                       Nachmani.

4/22/2011     K. Mc.   Reviewed liquidation analysis report prepared by R.                  0.4
                       Nachmani.

4/25/2011     K.M.     Corresponded with K. McColgan regarding liquidation                  0.1
                       analysis.




                                           76
                                                                                       EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


K.     LIQUIDATION ANALYSIS

Date          Name     Description                                                         Time

4/25/2011     K.M.     Reviewed date comparison of analysis prepared by J.                   0.9
                       D'Amato.

4/25/2011     K.M.     Discussed liquidation analysis with J. D'Amato.                       0.4

4/25/2011     K.M.     Discussed revised analysis with W. Lenhart.                           0.2

4/25/2011     K.M.     Discussed revised analysis with K. Kaden.                             0.2

4/25/2011     K. Mc.   Reviewed liquidation analysis prepared by R. Nachmani.                0.6

4/25/2011     K. Mc.   Correspondence with K. Matson re: liquidation analysis.               0.1

4/26/2011     J.D.     Discussion with K.       Matson    regarding      comparative         0.4
                       liquidation analysis.

4/26/2011     J.D.     Prepared variance schedule of the liquidation analysis                1.6
                       prepared based on the original budget provided by the
                       debtors with the revised budget received 4/26.

4/26/2011     W.L.     Reviewed revised liquidation analysis.                                0.6

4/26/2011     K. Mc.   Discussed liquidation analysis with W. Lenhart.                       0.2

4/26/2011     K. Mc.   Reviewed liquidation analysis forwarded to W. Lenhart and             0.1
                       K. Kaden.

4/26/2011     K. Mc.   Analyzed liquidation analysis for impact of various                   1.1
                       alternative scenarios including cut-off date, additional DIP
                       Borrowings, professional fee payments and inventory
                       recovery.




                                           77
                                                                              EXHIBIT C


                               BORDERS GROUP, INC.

                        RECAP OF PROFESSIONAL SERVICES
                            April 1, 2011 to April 30, 2011


K.     LIQUIDATION ANALYSIS

Date          Name      Description                                                Time

4/27/2011     W.L.      Reviewed updated liquidation analysis.                      0.3

4/29/2011     K.M.      Reviewed 10-K for 2010.                                     0.6
                                                                     TOTAL:        89.7


INDIVIDUAL TOTALS

Name                                             Hour        Rate   Compensation
W. LENHART (W.L.)                                  2.1     725.00       1,522.50
K. KADEN (K.K.)                                    2.1     550.00       1,155.00
K. MCCOLGAN (K. Mc.)                              22.5     475.00      10,687.50
K. MATSON (K.M.)                                   4.5     375.00       1,687.50
B. MALONEY (B.M.)                                  1.7     325.00         552.50
J. D'AMATO III (J.D.)                              2.0     240.00         480.00
R. NACHMANI (R.N.)                                54.6     225.00      12,285.00
J. FRIEDMAN (J.F.)                                 0.2     200.00          40.00
TOTAL:                                            89.7                 28,410.00




                                            78
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                        Time

4/1/2011      J.F.    Analyzed SG&A initiatives.                                           3.6

4/1/2011      J.F.    Discussion with K. Matson regarding SG&A initiatives.                0.3

4/1/2011      J.F.    Analyzed inclusion of SG&A initiatives in the Business               0.3
                      Plan.

4/1/2011      J.F.    Discussion with R. Nachmani regarding working capital.               0.2

4/1/2011      J.F.    Work session with K. Matson regarding SG&A initiatives.              1.7

4/1/2011      J.F.    Discussion with E. Anderson of AlixPartners regarding                0.1
                      SG&A initiatives.

4/1/2011      J.F.    Discussion    with   M.   Tebesceff   regarding   historical         0.2
                      financials.

4/1/2011      K.M.    Further discussed SG&A with J. Friedman.                             0.6

4/1/2011      K.M.    Prepared questions regarding supply chain plan for J.                0.8
                      Frering.

4/1/2011      K.M.    Discussed SG&A plan with J. Friedman.                                1.9

4/1/2011      M.G.    Analyzed business plan document for Bricks and Mortar                2.3
                      stores.

4/1/2011      M.G.    Analyzed eBusiness merchandising business plan and                   2.8
                      supporting assumptions.




                                           79
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                       Time

4/1/2011      M.T.    Consolidated the 2010 level 3 financial statements into the         1.8
                      financial model.

4/1/2011      M.T.    Conducted ratio analysis based on the 2011-2015                     1.1
                      projections from the business plan.

4/1/2011      W.L.    Followed up with team regarding business plan analysis              0.9
                      and counsel.

4/1/2011      W.L.    Reviewed analysis of business plan.                                 2.1

4/2/2011      B.M.    Performed analysis regarding Borders expectations of go-            2.2
                      forward store comp performance by store format.

4/2/2011      J.F.    Reviewed Debtors explanation of SG&A initiatives.                   2.1

4/2/2011      J.F.    Reconciled SG&A initiative detail and assumptions to the            2.8
                      projected 2011-2015 P&Ls.

4/2/2011      J.F.    Discussion with K. Matson regarding SG&A initiatives.               0.3

4/2/2011      M.G.    Call with K. Kaden regarding merchandising plan summary             1.1
                      document.

4/2/2011      M.T.    Worked on the income statement assumptions section of the           1.0
                      financial model.

4/2/2011      M.T.    Created charts to assess the financial projections provided         0.9
                      by the Debtors.

4/2/2011      R.H.    Call with K. Kaden re: potential administrative claims as a         0.7
                      result of rent relief.




                                          80
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                       Time

4/2/2011      R.H.    Reviewed schedule of rent relief changes for a five year            1.0
                      period.

4/2/2011      R.H.    Call with J. D'Amato re: calculate rent relief expirations.         1.0

4/3/2011      J.F.    Discussion with K. Matson regarding SG&A initiatives.               0.2

4/3/2011      J.F.    Reconciled SG&A initiatives with 2010 actuals and 2011              2.8
                      and 2012 projections.

4/3/2011      J.F.    Analyzed $10 million bridge to SG&A savings.                        1.7

4/3/2011      M.G.    Prepared for merchandising plan document review.                    1.5

4/3/2011      M.G.    Call with K. Kaden and W. Lenhart on merchandising plan             2.5
                      document overview and BCG findings.

4/3/2011      M.G.    Analyzed business plan revenues and integration of                  2.1
                      findings into merchandising overview report.

4/3/2011      M.G.    Call with K. Kaden and W. Lenhart on merchandising plan             3.2
                      document Bricks & Mortar and eBusiness segments.

4/3/2011      M.G.    Analyzed bricks and mortar revenues and eBusiness                   0.9
                      business plans and integration of findings into report.

4/3/2011      M.T.    Worked on the income statement assumptions section of the           1.6
                      financial model.




                                           81
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                      Time

4/4/2011      J.D.    Discussion with J. Friedman regarding items to be included         0.6
                      within the SG&A Bridge from FY 2010 to FY 2013.

4/4/2011      J.F.    Discussion with K. Matson regarding Debtors' responses to          0.2
                      questions regarding SG&A initiatives.

4/4/2011      J.F.    Reviewed documents regarding Borders rewards plus.                 0.3

4/4/2011      J.F.    Reviewed balance sheet and cash flow provided by the               0.2
                      Debtors.

4/4/2011      J.F.    Discussion with K. Matson and M. Tebesceff regarding               0.6
                      EBITDA bridge for 2011-2013.

4/4/2011      J.F.    Analyzed store opex and e-commerce savings initiatives.            0.6

4/4/2011      K.M.    Discussed store opex with J. Friedman.                             0.3

4/4/2011      K.M.    Reviewed list of open items on business plan prepared by           0.6
                      B. Maloney.

4/4/2011      K.M.    Further discussed SG&A with J. Friedman.                           0.3

4/4/2011      K.M.    Met with M. Goodenow, B. Maloney and K. Kaden                      1.3
                      regarding open business plan items.

4/4/2011      K.M.    Reviewed rent relief schedule.                                     0.3




                                          82
                                                                                       EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name     Description                                                         Time

4/4/2011      K.M.     Discussed 4-wall with B. Maloney.                                     0.2

4/4/2011      M.G.     Prepared for and participated in update call with K. Jelineck         1.7
                       from AlixPartners regarding eBusiness assumptions.

4/4/2011      M.T.     Conducted research on the Borders reward program.                     2.1

4/4/2011      R.H.     Reconciled Debtors occupancy cost to real estate model.               0.8

4/4/2011      K. Mc.   Reviewed draft balance sheet analysis under revised                   0.6
                       business plan received from O. Shah.

4/4/2011      K. Mc.   Reviewed assumptions for business plan received from O.               0.3
                       Shah.

4/5/2011      B.M.     Continued refinement of BDO store tracking model to more              3.1
                       precisely match store-level assumptions employed in
                       Borders go-forward business plan.

4/5/2011      J.F.     Updated request list regarding business plan discussions              0.4
                       with the Debtors.

4/5/2011      J.J.     Analyzed projected net working capital for discounted cash            2.0
                       flow analysis.

4/5/2011      J.V.     Reviewed business plan in preparation for meeting with                1.0
                       Debtors.

4/5/2011      K.K.     Reviewed the Business Plan balance sheet.                             0.9




                                            83
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name     Description                                                       Time

4/5/2011      K.M.     Discussed business plan presentation to Committee with W.           0.4
                       Lenhart.

4/5/2011      K.M.     Reviewed presentation received from Debtors to distribute           0.9
                       to UCC.

4/5/2011      K.M.     Reviewed questions prepared by M. Goodenow with                     0.4
                       respect to merchandising.

4/5/2011      K.M.     Drafted open questions with respect to business plan issues         0.9
                       for meeting with Debtors.

4/5/2011      M.G.     Meeting with K. Kaden, W. Lenhart, K. Matson and B.                 1.3
                       Maloney on follow-up on issues.

4/5/2011      M.G.     Prepared list of open questions for merchandising call.             3.1

4/5/2011      M.T.     Conducted research on the SG&A margins of Borders from              0.8
                       2008 through 2010 and compared to public competitors.

4/5/2011      R.H.     Revised rent relief schedule.                                       0.4

4/5/2011      R.H.     Reviewed rent rejection year calculation.                           0.8

4/5/2011      K. Mc.   Discussed timing of conference call with AlixPartners re:           0.1
                       balance sheet forecast received Monday with K. Kaden.

4/6/2011      B.M.     Reviewed working BDO analyses with               supporting         1.4
                       documentation circulated by J. D'Amato.




                                            84
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                      Time

4/6/2011      B.M.    Met with J. D'Amato to review in-process analyses being            0.7
                      developed by BDO.

4/6/2011      B.M.    Participated in teleconference with R. Hauer to discuss            1.3
                      substance and functionality of property model to be
                      developed by BDO.

4/6/2011      B.M.    Participated in follow-up teleconference with R. Hauer to          1.1
                      discuss specific information components to be incorporated
                      into BDO property model.

4/6/2011      B.M.    Addressed questions raised by K. Matson regarding                  0.7
                      profitability of airport information.

4/6/2011      B.M.    Addressed questions raised by K. Matson regarding                  0.2
                      Borders historical capex spending rates.

4/6/2011      B.M.    Developed summary of 2011 airport data provided to BDO             1.4
                      pursuant to K. Kaden email request.

4/6/2011      K.K.    Reviewed 4 wall analysis of Airport Stores.                        0.3

4/6/2011      K.M.    Prepared for meeting with Committee and Debtors.                   2.6

4/6/2011      K.M.    Reviewed business plan presentation from Debtors.                  1.8

4/6/2011      M.G.    Reviewed balance sheet submitted by Debtors' advisors.             2.0

4/6/2011      M.G.    Follow-up review of balance sheet information.                     0.8




                                          85
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name     Description                                                      Time

4/6/2011      M.T.     Reviewed the Debtors business plan.                                0.6

4/6/2011      W.L.     Reviewed memo to Debtor on business plan.                          0.4

4/6/2011      K. Mc.   Reviewed business plan presentation received from H. Etlin         0.6
                       through K. Matson, to be presented to the committee by the
                       Debtors.

4/6/2011      K. Mc.   Reviewed WSJ article on Borders business plan.                     0.1

4/7/2011      B.M.     Addressed question raised by M. Goodenow regarding                 0.2
                       Borders Rewards revenues contemplated in store-level
                       income statements.

4/7/2011      J.D.     Reviewed occupancy costs for all BSS locations based on            0.4
                       the information provided by DJM.

4/7/2011      J.D.     Reviewed occupancy costs for all BSS locations based on            0.3
                       the Debtors' Business Plan.

4/7/2011      J.D.     Email correspondence with K. Kaden regarding occupancy             0.2
                       costs for all BSS locations.

4/7/2011      K.K.     Reviewed the Business Plan balance sheet.                          0.8

4/7/2011      K.M.     Prepared for meeting with Debtors on balance sheet and             0.6
                       working capital issues.

4/7/2011      K.M.     Met with M. Goodenow and K. Kaden regarding go-                    2.3
                       forward strategy.




                                           86
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name     Description                                                       Time

4/7/2011      K.M.     Reviewed committee concerns list prepared by Counsel and            0.4
                       provided comments.

4/7/2011      K.M.     Reviewed analysis of 4-wall contribution of airport stores          0.5
                       to discuss with Debtors.

4/7/2011      K.M.     Analyzed business plan balance sheet and liquidity and              0.9
                       corresponded with K. Kaden regarding same.

4/7/2011      M.G.     Analyzed balance sheet issues in preparation for call with          2.3
                       AlixPartners and Debtors' advisors.

4/7/2011      M.G.     Scenario analysis on modified            assumptions    for         1.4
                       merchandising and business plan.

4/7/2011      M.G.     Met with K. Matson and K. Kaden regarding strategic                 2.2
                       options.

4/7/2011      R.H.     Call with B. Maloney re: contract cash flow.                        1.0

4/7/2011      R.H.     Call with K. Matson re: status.                                     0.4

4/7/2011      K. Mc.   Reviewed summary business plan assumptions received                 0.2
                       from O. Shah.

4/7/2011      K. Mc.   Attended meeting with K. Matson, M. Goodenow and O.                 1.5
                       Shah re: details support for 5-year business plan presented
                       by Debtors to UCC.

4/7/2011      K. Mc.   Reviewed M. Goodenow summary of meeting with O. Shah                0.1
                       re: 5-year business plan assumptions.




                                            87
                                                                                       EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                          Time

4/8/2011      B.M.    Coordinated with K. Kaden regarding discrepancies                      0.2
                      between Debtors' position regarding airport store
                      profitability and information circulated to BDO regarding
                      future airport store performance.

4/8/2011      K.K.    Reviewed the Business Plan balance sheet.                              1.6

4/8/2011      K.M.    Corresponded with O. Shah regarding lease concession                   0.3
                      drop off.

4/8/2011      K.M.    Reviewed support for balance sheet provided by O. Shah.                1.2

4/8/2011      M.G.    Met with W. Lenhart and K. Kaden on balance sheet issues.              2.7

4/8/2011      M.G.    Prepared listing of open issues on Balance Sheet and                   1.4
                      liquidity forecasts.

4/8/2011      R.H.    Discussion with K. Kaden re: 2013 & 2014 rent relief                   0.4
                      expiring.

4/11/2011     B.M.    Coordinated with K. Matson regarding quantification of                 1.2
                      expected rent relief expirations projected through FY 2015.

4/11/2011     J.D.    Prepared analysis of rent relief balances, year over year, for         1.3
                      the fiscal years from 2011 - 2015.

4/11/2011     J.F.    Provided K. Matson with additional requests regarding the              0.4
                      business plan.




                                           88
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name     Description                                                      Time

4/11/2011     K.M.     Discussed rent relief issues and expiration with B.                1.2
                       Maloney.

4/11/2011     K.M.     Reviewed business plan analysis from J. Friedman.                  0.8

4/11/2011     K.M.     Discussed business plan issues with W. Lenhart.                    0.3

4/11/2011     K.M.     Discussed business plan issues with K. Kaden.                      0.6

4/11/2011     W.L.     Reviewed open items regarding business plan.                       0.5

4/11/2011     K. Mc.   Reviewed supporting schedules for 5-year business plan             0.3
                       received from O. Shah.

4/12/2011     B.M.     Met with R. Hauer and M. Goodenow to discuss need for              0.2
                       incorporation of fair market data into BDO property model.

4/12/2011     B.M.     Continued development of 60 month rent expense analysis            1.2
                       pursuant to guidance provided by R. Hauer on 4/11/2011,
                       focusing on capture of appropriate rent relief.

4/12/2011     B.M.     Performed detailed review of updated store-by-store                2.8
                       income statement circulated by O. Shah.

4/12/2011     B.M.     Developed questions for Debtors regarding variances                0.7
                       existing between updated store-by-store income statement
                       and previously developed "brick and mortar" income
                       statement circulated with business plan.

4/12/2011     B.M.     Developed questions for Debtors regarding revision of              0.5
                       EBITDA adjustments not incorporated into previously
                       circulated "brick and mortar" income statement.




                                           89
                                                                                      EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                         Time

4/12/2011     B.M.    Met with R. Nachmani to discuss procedures required to                0.4
                      update store quadrant analysis using newly provided four-
                      wall data from O. Shah.

4/12/2011     B.M.    Compiled demonstrative requested by Alix Partners                     0.6
                      demonstrating variances in cost of goods sold existing
                      between "brick and mortar" income statement set forth in
                      business plan and updated four-wall data circulated by O.
                      Shah.

4/12/2011     J.D.    Email correspondence with B. Maloney regarding master                 0.2
                      property analysis.

4/12/2011     J.D.    Discussion with B. Maloney regarding updates to the                   0.9
                      master property file to include additional fields for review.

4/12/2011     K.M.    Prepared for conference call with Debtors relating to store           0.8
                      by store profitability.

4/12/2011     K.M.    Updated open item list for Debtors regarding business plan.           0.6

4/12/2011     M.G.    Follow-up with K. Matson and B. Maloney regarding                     0.8
                      Debtors 4-wall EBITDA forecast.

4/12/2011     M.G.    Analyzed Debtors 4-Walll EBITDA forecast.                             2.9

4/12/2011     R.H.    Reviewed rent relief transaction and impact to EBITDA                 0.6
                      when the relief ends.




                                           90
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name     Description                                                     Time

4/12/2011     R.N.     Discussion with BDO team regarding EBITDA adjustment              0.6
                       determinations.

4/12/2011     R.N.     Analyze store by store EBITDA projections.                        1.6

4/12/2011     R.N.     Prepared BDO EBITDA calculation adjustments.                      0.5

4/12/2011     K. Mc.   Reviewed store EBITDA schedule received from O. Shah.             0.3

4/13/2011     B.M.     Coordinated with R. Nachmani regarding progress made to           0.3
                       updated BDO quadrant analysis.

4/13/2011     B.M.     Made updates to working version of BDO quadrant analysis          1.7
                       circulated by R. Nachmani.

4/13/2011     B.M.     Provided guidance to R. Nachmani regarding additional             0.5
                       required updates based on review of working version of
                       BDO quadrant analysis.

4/13/2011     J.D.     Email correspondence with R. Hauer and B. Maloney                 0.2
                       regarding lease modifications and agreements.

4/13/2011     J.F.     Analyzed store opex, G&A and utilities to historical rate         1.2
                       and previous forecasts.

4/13/2011     K.M.     Analyzed business plan support received from O. Shah.             1.3

4/13/2011     K.M.     Reviewed Borders Rewards Plus detail received from O.             0.7
                       Shah.




                                          91
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name     Description                                                       Time

4/13/2011     K.M.     Corresponded with Debtors regarding further business plan           0.4
                       support.

4/13/2011     R.N.     Discussions with B. Maloney regarding next steps for store          0.6
                       by store profitability analysis.

4/13/2011     R.N.     Performed sensitivity analysis on 2012 projections.                 2.4

4/13/2011     W.L.     Reviewed business plan balance sheet analysis.                      0.4

4/14/2011     J.D.     Reviewed Business Plan details provided by the Debtors.             0.6

4/14/2011     M.T.     Working session with Mark Goodenow regarding the                    2.5
                       integrated model.

4/14/2011     R.N.     Performed sensitivity analysis on 2012 projections.                 2.2

4/14/2011     K. Mc.   Reviewed detail supporting schedules for Borders rewards            0.2
                       plus plan received from O. Shah.

4/14/2011     K. Mc.   Reviewed detail supporting schedules for business plan              0.3
                       received from O. Shah.

4/15/2011     B.M.     Participated in telephonic discussion with K. Matson and R.         0.6
                       Nachmani regarding go-forward steps to be addressed in
                       four-wall financial statement analysis.

4/15/2011     B.M.     Participated in telephonic discussion with R. Nachmani to           0.2
                       address questions regarding procedures for allocation of
                       Borders Rewards revenue.




                                           92
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name     Description                                                      Time

4/15/2011     K.M.     Reviewed information received from J. Cline regarding              0.8
                       open business plan questions.

4/15/2011     K.M.     Corresponded with J. Cline regarding information requested         0.2
                       on business plan.

4/15/2011     K.M.     Drafted email to S. Henry regarding airport stores.                0.2

4/15/2011     K.M.     Discussed Borders Rewards revenue with R. Nachmani.                0.4

4/15/2011     K.M.     Met with M. Goodenow regarding work to be performed.               0.6

4/15/2011     K.M.     Discussed EBITDA / 4-wall with R. Nachmani.                        0.3

4/15/2011     R.N.     Performed analysis on rewards plus sales data.                     1.1

4/15/2011     R.N.     Performed analysis on rewards plus EBITDA add back in              1.5
                       business plan projections.

4/15/2011     R.N.     Reviewed Borders rewards plus document received via                1.1
                       email from AlixPartners.

4/15/2011     R.N.     Discussion with K. Matson regarding Borders rewards plus           0.4
                       analysis to be performed.

4/15/2011     R.N.     Performed analysis on Borders rewards plus membership              2.3
                       figures (historical).

4/15/2011     K. Mc.   Reviewed updated comparable store sales information                0.1
                       received from O. Shah.




                                            93
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                      Time

4/18/2011     B.M.    Coordinated with K. Matson and R. Nachmani to identify             1.1
                      four-wall store analyses required in advance of call with
                      Debtors and AlixPartners on 4/19/2011.

4/18/2011     J.F.    Reviewed Business Plan open items request.                         0.4

4/18/2011     K.M.    Corresponded with J. Cline regarding information requested         0.3
                      on business plan.

4/18/2011     K.M.    Discussed business plan issues with members of team                0.3
                      including Other Revenue breakdown.

4/18/2011     K.M.    Met with B. Maloney regarding 4-wall analysis.                     1.1

4/18/2011     K.M.    Discussed business plan issues with R. Nachmani.                   0.3

4/18/2011     R.N.    Reviewed EBITDA four wall analysis.                                0.3

4/18/2011     R.N.    Correspondence with B. Maloney regarding EBITDA four               0.2
                      wall discussion.

4/18/2011     R.N.    Analyzed Borders business plan schedules related to Café           1.4
                      and Borders rewards income.

4/18/2011     R.N.    Discussion with K. Matson regarding Borders rewards plus           0.3
                      and café income analysis.

4/18/2011     R.N.    Performed analysis on Borders rewards projected figures in         1.2
                      business plan.

4/18/2011     R.N.    Performed analysis on Borders rewards projected figures in         1.3
                      business plan.




                                          94
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                       Time

4/19/2011     B.M.    Met with K. Matson to prepare for call with J. Cline, J.            0.9
                      Frering and O. Shah regarding working version of four-wall
                      analysis.

4/19/2011     B.M.    Made updates to analysis developed by R. Nachmani                   1.2
                      comparing underperforming stores identified using Debtor
                      analyses with underperforming stores identified using
                      reallocation of Borders Rewards revenues.

4/19/2011     B.M.    Circulated updated analysis of underperforming stores for           0.1
                      use as exhibit during call with J. Cline, J. Frering and O.
                      Shah regarding working version of four-wall analysis.

4/19/2011     K.K.    Reviewed Debtors' responses to UCC Business Plan                    1.2
                      questions.

4/19/2011     K.M.    Prepared for call with Debtors regarding four-wall.                 0.4

4/19/2011     K.M.    Reviewed Debtors' information on business plan issues.              0.6

4/19/2011     K.M.    Reviewed updated 4-wall analysis from B. Maloney.                   1.4

4/19/2011     K.M.    Met with B. Maloney to prepare for call with Debtors.               0.9

4/19/2011     M.G.    Met on next steps with K. Kaden and K. Matson.                      1.2

4/19/2011     M.G.    Prepared valuation sensitivity model.                               1.1




                                          95
                                                                                        EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name     Description                                                          Time

4/19/2011     R.H.     Met with M. Goodenow re: Borders go-forward plan and                   0.3
                       possible future store-layout.

4/19/2011     W.L.     Reviewed work to be performed on business plan.                        0.7

4/20/2011     B.M.     Coordinated with K. Matson regarding high-priority store               0.2
                       analysis components to be addressed on 4/21/2011.

4/20/2011     J.D.     Review lease modification agreement for property 237                   0.4
                       (Warrington, PA).

4/20/2011     J.F.     Discussion with B. Maloney regarding stores with projected             0.2
                       EBITDA less than $50,000 in 2012.

4/20/2011     K.M.     Reviewed business plan timelines for IT and cost                       1.1
                       reductions forwarded by E. Anderson.

4/20/2011     K.M.     Reviewed memo from J. Friedman regarding 4-wall call                   0.8
                       update and provided comments.

4/20/2011     K.M.     Reviewed returns assumptions provided by Debtors.                      0.5

4/20/2011     M.T.     Worked on the revenue impact section of the sensitivity                2.9
                       analysis model based on the Debtors projections.

4/20/2011     K. Mc.   Reviewed returns assumptions information received from                 0.2
                       K. Matson.

4/21/2011     B.M.     Coordinated with K. Matson and R. Nachmani regarding                   0.4
                       incorporation of out-year financial projection data into store
                       quadrant analysis.




                                            96
                                                                                       EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                          Time

4/21/2011     B.M.    Coordinated with K. Matson and R. Nachmani regarding                   0.3
                      incorporation of assumption sensitivity testing into store
                      quadrant analysis.

4/21/2011     J.D.    Conference call with R. Hauer and B. Maloney to discuss                0.3
                      lease modification analysis of 3 properties prior to call with
                      L. Plotkin of Lowenstein.

4/21/2011     J.F.    Discussion with M. Tebesceff regarding the Borders                     0.3
                      Workplan and Savings report.

4/21/2011     J.F.    Analyzed Borders workplan and Savings report.                          0.6

4/21/2011     J.F.    Analyzed supply chain initiatives.                                     0.3

4/21/2011     J.F.    Compared Borders workplan and Savings report to                        0.4
                      previously provided SG&A support.

4/21/2011     J.F.    Updated SG&A analysis.                                                 0.4

4/21/2011     K.M.    Met with M Goodenow and K. Kaden to discuss business                   0.7
                      plan analysis.

4/21/2011     K.M.    Reviewed memo prepared by J. Friedman regarding 4-wall                 0.7
                      call and provided comments.

4/21/2011     K.M.    Met with R. Nachmani to discuss work to be performed.                  0.2

4/21/2011     K.M.    Corresponded with Debtors (E. Anderson, H. Etlin)                      0.5
                      regarding timeline of business plan implementation.




                                           97
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                        Time

4/21/2011     K.M.    Discussed open business plan items with W. Lenhart.                  0.4

4/21/2011     K.M.    Reviewed merchandising timeline received from K. Jelinek.            0.4

4/21/2011     K.M.    Reviewed correspondence to Debtors regarding business                0.2
                      plan update.

4/21/2011     K.M.    Analyzed inventory assumptions in business plan.                     0.9

4/21/2011     M.G.    Prepared valuation sensitivity model.                                0.8

4/21/2011     M.G.    Met with K. Kaden and K. Matson on next steps for the                0.7
                      analysis of the Debtors' business plan.

4/21/2011     M.T.    Worked on the margin impact section of the sensitivity               2.2
                      analysis model based on the Debtors projections.

4/21/2011     R.N.    Review emails related to call regarding four wall that took          0.2
                      place on 04.19.11.

4/21/2011     R.N.    Reviewed J Friedman memo related to four wall EBITDA                 0.9
                      discussion with Alix Partners, management and BDO on
                      4.19.11.

4/21/2011     R.N.    Discussion with K. Matson regarding case update and four             0.1
                      wall discussion.

4/21/2011     R.N.    Performed analysis related to go forward chain profitability         1.3
                      EBITDAs.




                                          98
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                        Time

4/21/2011     R.N.    Performed additional sensitivity analyses on four wall file.         2.4

4/21/2011     R.N.    Performed analysis on updated EBITDA projections                     2.6
                      received from Borders.

4/21/2011     W.L.    Reviewed additional analysis on business plan and 13-week            0.9
                      forecast - additional credit issues and DIP.

4/21/2011     W.L.    Reviewed additional information received from the Debtor             0.7
                      regarding business plan.

4/22/2011     B.M.    Coordinated with R. Nachmani regarding addition of high-             0.4
                      level assumption sensitivity testing into four-wall store
                      quadrant analysis.

4/22/2011     B.M.    Performed analysis based on stipulation between Debtors              1.1
                      and Simon Properties to identify store locations with
                      potential Q4 administrative claim exposure.

4/22/2011     J.F.    Analyzed SG&A initiatives.                                           0.4

4/22/2011     R.N.    Performed analysis on 2011 and 2012 store by store                   2.6
                      projections.

4/22/2011     R.N.    Performed analysis on 2013 and 2014 store by store                   2.4
                      projections.

4/22/2011     R.N.    Performed analysis on store by store add backs and                   3.1
                      EBITDA calculations in business plan projections.




                                           99
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                        Time

4/22/2011     R.N.    Discussion    with   B.    Maloney   regarding   projections         0.5
                      modeling.

4/25/2011     J.F.    Updated SG&A analysis.                                               0.4

4/25/2011     J.F.    Discussion with M. Tebesceff regarding the savings                   0.2
                      initiatives update.

4/25/2011     K.M.    Reviewed occupancy cost model from M. Tebesceff.                     0.6

4/25/2011     K.M.    Discussed projections model sensitivity with M. Tebesceff.           0.2

4/25/2011     K.M.    Addressed questions from M. Goodenow on SG&A                         1.1
                      savings.

4/25/2011     M.G.    Reviewed status of valuation sensitivity model with M.               0.4
                      Tebesceff.

4/25/2011     M.T.    Analyzed the FY 2011 estimated occupancy costs for the               0.3
                      go-forward stores.

4/25/2011     M.T.    Worked on the SG&A impact section of the sensitivity                 0.7
                      analysis model based on the Debtors projections.

4/25/2011     M.T.    Worked on the supply chain impact section of the                     0.8
                      sensitivity analysis model based on the Debtors projections.

4/25/2011     W.L.    Reviewed status of business plan - updates to be provided            0.4
                      to Committee.




                                           100
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                       Time

4/26/2011     B.M.    Performed review of R. Nachmani's incorporation of                  0.4
                      sensitivity testing into four-wall quadrant analysis.

4/26/2011     B.M.    Made updates to four-wall quadrant analysis to allow for            1.2
                      flow-through of updated four-wall data into four-quadrant
                      presentation exhibits.

4/26/2011     B.M.    Made updates to four-wall quadrant analysis to incorporate          1.1
                      most up-to-date 2011 four-wall projection data.

4/26/2011     B.M.    Made presentation updates to four-wall quadrant analysis to         0.8
                      improve function of model.

4/26/2011     J.F.    Meeting with K. Matson regarding EBITDA memorandum.                 0.3

4/26/2011     J.F.    Meeting with K. Matson regarding savings initiatives.               0.8

4/26/2011     J.F.    Updated savings initiatives analysis.                               0.4

4/26/2011     J.F.    Updated FY 2012 EBITDA projection memorandum.                       0.3

4/26/2011     K.M.    Met with J. Freidman regarding EBITDA analysis.                     0.3

4/26/2011     K.M.    Met with J. Friedman regarding SG&A analysis.                       0.8

4/26/2011     K.M.    Reviewed SG&A work performed by J. Friedman.                        0.8

4/26/2011     K.M.    Reviewed updated model sensitivity from M. Goodenow.                0.4




                                          101
                                                                                      EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                         Time

4/26/2011     W.L.    Followed up on business plan issues.                                  0.3

4/27/2011     J.F.    Discussion with K. Matson regarding SG&A initiatives.                 0.1

4/27/2011     J.F.    Discussion with M. Tebesceff regarding SG&A initiatives.              0.2

4/27/2011     K.M.    Reviewed summarized merchandising timeline received                   0.3
                      from K. Jelinek.

4/27/2011     K.M.    Met with J. Friedman regarding SG&A analysis.                         0.2

4/27/2011     R.N.    Reviewed emails related to projection modeling and case               0.4
                      updates.

4/27/2011     R.N.    Reviewed projections model and EBITDA add back                        1.8
                      modeling.

4/27/2011     W.L.    Followed up on alternate plans / business plan.                       0.5

4/28/2011     B.M.    Updated working version of four-wall quadrant analysis to             1.7
                      reflect impact of closure of store locations unwilling to
                      stipulate to extensions of time to assume or reject leases on
                      five-year income statement projection.

4/28/2011     B.M.    Coordinated with K. Matson to identify further follow-up              0.6
                      required with regard to four-wall quadrant analysis.

4/28/2011     K.M.    Met with B. Maloney regarding 4-wall analysis.                        0.7




                                          102
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name    Description                                                       Time

4/28/2011     K.M.    Prepared memorandum to Committee to update on list of               3.0
                      business plan concerns.

4/28/2011     M.T.    Modified the supply chain impact section of the sensitivity         0.8
                      analysis model based on the Debtors projections.

4/28/2011     R.H.    Reviewed DJM schedule of rent reductions.                           0.2

4/29/2011     B.M.    Met with M. Tebesceff to review working version of                  0.6
                      business plan analysis model.

4/29/2011     B.M.    Coordinated with M. Tebesceff regarding analysis required           0.5
                      to determine appropriate rewards program retention rates.

4/29/2011     B.M.    Analyzed competitors filings to locate information                  0.8
                      regarding customer rewards program renewal rates.

4/29/2011     B.M.    Analyzed competitors filings to locate information                  0.3
                      regarding customer rewards program direct revenues.

4/29/2011     B.M.    Analyzed trade publications to locate information regarding         0.4
                      customer rewards program renewal rates.

4/29/2011     B.M.    Analyzed trade publications to locate information regarding         0.2
                      customer rewards program direct revenues.

4/29/2011     J.D.    Prepared analysis based on lease modification agreements            2.2
                      with the landlord Kimco.




                                         103
                                                                                    EXHIBIT C


                               BORDERS GROUP, INC.

                        RECAP OF PROFESSIONAL SERVICES
                            April 1, 2011 to April 30, 2011


L.     BUSINESS PLAN ANALYSIS

Date          Name      Description                                                     Time

4/29/2011     J.F.      Discussion with M. Tebesceff regarding BGI historical             0.2
                        market data.

4/29/2011     M.T.      Discussed the sensitivity model with B. Maloney.                  0.5
                                                                           TOTAL:       249.4


INDIVIDUAL TOTALS

Name                                             Hour        Rate      Compensation
W. LENHART (W.L.)                                  7.8     725.00          5,655.00
K. KADEN (K.K.)                                    4.8     550.00          2,640.00
J. VARSALONE (J.V.)                                1.0     550.00            550.00
R. HAUER (R.H.)                                    7.6     525.00          3,990.00
M. GOODENOW (M.G.)                                43.2     475.00         20,520.00
K. MCCOLGAN (K. Mc.)                               4.9     475.00          2,327.50
K. MATSON (K.M.)                                  48.8     375.00         18,300.00
B. MALONEY (B.M.)                                 37.7     325.00         12,252.50
J. D'AMATO III (J.D.)                              7.6     240.00          1,824.00
R. NACHMANI (R.N.)                                37.3     225.00          8,392.50
M. TEBESCEFF (M.T.)                               20.6     225.00          4,635.00
J. FRIEDMAN (J.F.)                                26.1     200.00          5,220.00
J. JOSEPHS (J.J.)                                  2.0     150.00            300.00
TOTAL:                                           249.4                    86,606.50




                                           104
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                      Time

4/1/2011      M.T.     Researched for the original and amended DIP agreements.            0.9

4/1/2011      K. Mc.   Phone call with K. Kaden re: draft weekly cash report              0.2
                       inquiries and revisions.

4/1/2011      K. Mc.   Reviewed DIP loan agreement with regard to financial               0.4
                       statement covenants.

4/1/2011      K. Mc.   Reported to K. Kaden and W. Lenhart re: issue of audited           0.2
                       financial statements covenant and need to obtain waiver.

4/1/2011      K. Mc.   Correspondence with K. Kaden re: draft weekly cash                 0.2
                       report.

4/1/2011      K. Mc.   Follow correspondence with O. Shah re: information                 0.2
                       needed on actual uses of cash.

4/1/2011      K. Mc.   Reviewed comments and edits to weekly cash report                  0.3
                       received from K. Kaden.

4/1/2011      K. Mc.   Directed J. Friedman in revising weekly cash report to             0.3
                       UCC.

4/4/2011      K. Mc.   Responded to counsel inquiries in order to finalize weekly         0.4
                       cash report.

4/4/2011      K. Mc.   Finalized weekly cash report.                                      0.6




                                          105
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                       Time

4/5/2011      K. Mc.   Discussed revised forecast timing with J. Friedman.                 0.1

4/6/2011      J.F.     Analyzed week 7 variance report.                                    0.6

4/6/2011      J.F.     Analyzed week ended April 6 borrowing base report.                  0.4

4/6/2011      K. Mc.   Analyzed weekly actual cash results received from J.                0.3
                       Webb.

4/6/2011      K. Mc.   Analyzed weekly borrowing base report received from J.              0.3
                       Webb.

4/6/2011      K. Mc.   Discussed weekly cash report to UCC with J. Friedman.               0.2

4/7/2011      K. Mc.   Directed J. Friedman in preparation of supporting schedules         0.2
                       for weekly cash report.

4/7/2011      K. Mc.   Correspondence with O. Shah re: inquiries related to actual         0.2
                       cash results.

4/7/2011      K. Mc.   Discussed weekly cash report to UCC with K. Kaden.                  0.2

4/7/2011      K. Mc.   Prepared weekly cash report to UCC.                                 0.9

4/7/2011      K. Mc.   Revised weekly cash report based on K. Kaden comments.              0.3

4/8/2011      J.F.     Analyzed comp store sales for the week ended April 2.               0.4




                                          106
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                     Time

4/8/2011      J.F.     Discussion with K. Kaden regarding flash report for the           0.2
                       week ended April 2.

4/8/2011      J.F.     Discussion with K. McColgan regarding update to flash             0.1
                       report for the week ended April 2.

4/8/2011      K. Mc.   Reviewed K. Kaden edits to weekly cash report.                    0.2

4/8/2011      K. Mc.   Reviewed comp store sales received from O. Shah.                  0.1

4/8/2011      K. Mc.   Correspondence with J. Friedman re: weekly cash report to         0.2
                       UCC.

4/8/2011      K. Mc.   Correspondence with K. Kaden re: weekly cash report to            0.1
                       UCC.

4/11/2011     J.F.     Discussion with K. McColgan regarding revised 16-week             0.3
                       forecast changes.

4/11/2011     J.F.     Discussion with K. McColgan regarding Counsel's                   0.2
                       questions regarding the Flash Report for the week ended
                       April 2.

4/11/2011     J.F.     Reviewed updated cash flow forecast.                              0.2

4/11/2011     K.M.     Reviewed revised DIP Budget.                                      0.9

4/11/2011     W.L.     Reviewed new cash budget.                                         0.4

4/11/2011     K. Mc.   Discussed revised cash forecast with J. Friedman.                 0.2




                                          107
                                                                                      EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                        Time

4/11/2011     K. Mc.   Analyzed revised cash forecast received from O. Shah.                1.2

4/11/2011     K. Mc.   Reviewed revised weekly cash report to be distributed to             0.1
                       UCC.

4/12/2011     J.F.     Analyzed revised cash flow forecast as of April 8, 2011.             3.2

4/12/2011     J.F.     Prepared charts and tables for the Revised 16-Week                   2.2
                       Forecast report for the UCC.

4/12/2011     W.L.     Reviewed revised DIP budget and credit term issues.                  0.8

4/12/2011     K. Mc.   Drafted slides for report to UCC on revised cash forecast.           0.4

4/12/2011     K. Mc.   Drafted open items re: revised cash forecast to be discussed         0.3
                       with O. Shah.

4/12/2011     K. Mc.   Discussed revised cash forecast with Kaden.                          0.2

4/12/2011     K. Mc.   Correspondence with Kaden re: draft slides for report to             0.1
                       UCC on revised cash forecast.

4/12/2011     K. Mc.   Analyzed revised cash forecast.                                      0.6

4/13/2011     J.F.     Analyzed cash flows for the week ended April 9.                      0.8

4/13/2011     J.F.     Analyzed borrowing base for the week ended April 13.                 0.7




                                           108
                                                                                  EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                    Time

4/13/2011     J.F.     Discussion with K. McColgan regarding 16-week forecast           0.3
                       follow-up items.

4/13/2011     J.F.     Compared revised 16-week forecast to the Business Plan.          0.8

4/13/2011     K.M.     Reviewed revised DIP Budget.                                     0.8

4/13/2011     W.L.     Reviewed revised DIP budget.                                     0.6

4/13/2011     W.L.     Reviewed GOB reconciliation.                                     0.3

4/13/2011     K. Mc.   Revised summary report to UCC on cash forecast revisions         1.1
                       based on O. Shah responses and additional analysis.

4/13/2011     K. Mc.   Discussed cash forecast revisions with J. Friedman.              0.3

4/13/2011     K. Mc.   Reviewed Friedman open items/discussion topics for cash          0.2
                       forecast revisions call with O. Shah.

4/13/2011     K. Mc.   Participated in conference call with J. Friedman and O.          0.7
                       Shah re: cash forecast revisions.

4/13/2011     K. Mc.   Discussed cash forecast revisions and O. Shah responses          0.3
                       with K. Kaden and W. Lenhart.

4/13/2011     K. Mc.   Prepared analysis of working capital forecast changes in         0.6
                       inventory and accounts payable assumptions to validate
                       change in debt balance.

4/14/2011     J.F.     Analysis of availability in revised 16-week forecast.            0.2




                                           109
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                       Time

4/14/2011     J.F.     Discussions with K. McColgan regarding revised 16-week              0.2
                       cash flow report.

4/14/2011     K. Mc.   Discussed cash forecast revisions report to UCC with W.             0.1
                       Lenhart.

4/14/2011     K. Mc.   Discussed timing of release of information to UCC with K.           0.1
                       Kaden.

4/14/2011     K. Mc.   Reviewed weekly borrowing base certificate received from            0.2
                       O. Shah.

4/14/2011     K. Mc.   Reviewed weekly actual vs. forecasted cash results received         0.2
                       from O. Shah.

4/14/2011     K. Mc.   Revised weekly actual cash report to UCC.                           0.7

4/14/2011     K. Mc.   Directed J. Friedman on additional edits to weekly cash             0.2
                       report to UCC.

4/15/2011     J.F.     Analyzed cash burn per the revised forecast.                        0.8

4/15/2011     J.F.     Prepared revised 16- week cash flow report.                         1.4

4/15/2011     J.F.     Compared cash burn per the revised forecast to cash burn            0.4
                       per the March 8, 2011 forecast.

4/15/2011     J.F.     Reviewed revised comp store sales per the revised 16-week           0.4
                       forecast.

4/15/2011     J.F.     Analyzed impact of trade terms on net availability per the          1.1
                       revised 16-week forecast.




                                           110
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                      Time

4/15/2011     J.F.     Analyzed impact of returns on the net availability per the         0.7
                       revised 16-week forecast.

4/15/2011     J.F.     Work session with K. Matson and K. Kaden regarding the             0.6
                       revised 16-week forecast.

4/15/2011     J.F.     Analyzed impact of NOLV rate on the revised 16-week                0.4
                       forecast.

4/15/2011     J.F.     Compared 16-week forecast to the business plan.                    0.4

4/15/2011     J.F.     Analyzed revised cash flow forecasts vs. the March 8, 2011         0.6
                       forecast.

4/15/2011     J.F.     Discussion with K. McColgan regarding cash flow forecast.          0.2

4/15/2011     K.K.     Reviewed revised 16-week cash flow forecast.                       1.4

4/15/2011     K.M.     Met with K. Kaden and J. Friedman on 16-week forecast.             0.6

4/15/2011     W.L.     Reviewed revised forecast, liquidity issues and comp store         2.2
                       performance.

4/15/2011     K. Mc.   Discussed cash forecast revisions report with J. Freidman.         0.4

4/15/2011     K. Mc.   Discussed cash forecast revisions report with K. Kaden.            0.2




                                           111
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                      Time

4/15/2011     K. Mc.   Reviewed K. Kaden edits to cash forecast revisions report.         0.1

4/15/2011     K. Mc.   Drafted additional commentary to insert into cash forecast         0.4
                       revisions report.

4/15/2011     K. Mc.   Analyzed cash forecast to determine impacts of                     0.7
                       assumptions re: inventory returns, a/p terms, and NOLV
                       rate increase on overall borrowing base.

4/15/2011     K. Mc.   Directed J. Friedman in further analysis of borrowing base         0.3
                       requested by K. Kaden

4/15/2011     K. Mc.   Reviewed correspondence between K. Kaden and B.                    0.1
                       Nathan and B. Buechler re: cash forecast report.

4/15/2011     K. Mc.   Reviewed comments and inquiries on cash forecast report            0.2
                       received from B. Nathan.

4/15/2011     K. Mc.   Participated in conference call with K. Kaden and O. Shah          0.6
                       re: inquiries on revised cash forecast.

4/15/2011     K. Mc.   Responded to K. Kaden inquiries and comments on draft              0.3
                       report to committee re: revised cash forecast.

4/17/2011     J.F.     Reviewed comp store detail received to date.                       0.3

4/17/2011     J.F.     Updated cash burn forecast.                                        0.6

4/17/2011     J.F.     E-mailed K. McColgan regarding requests from counsel               0.2
                       with respect to the revised 16-week forecast report.




                                           112
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                      RECAP OF PROFESSIONAL SERVICES
                          April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name    Description                                                        Time

4/17/2011     K.K.    UCC Report - Revisions to updated 16 week cash forecast              1.9
                      report.

4/17/2011     W.L.    Reviewed revised analysis of cash forecast.                          0.3

4/18/2011     J.F.    Analyzed covenant compliance per the revised forecast.               1.4

4/18/2011     J.F.    Discussion with K. Matson regarding            the   returns         0.2
                      assumptions in the revised 16-week forecast.

4/18/2011     J.F.    Analyzed cash burn per the revised 16-week forecast.                 0.3

4/18/2011     J.F.    Analyzed variance report for the week ended April 9.                 0.7

4/18/2011     J.F.    Discussion with K. McColgan regarding cash burn analysis.            0.2

4/18/2011     K.K.    Prepared sensitivity analysis of the updated 16 week cash            1.1
                      forecast.

4/19/2011     J.F.    Discussion with K. Kaden regarding the flash report for the          0.3
                      week ended April 9.

4/19/2011     J.F.    Discussion with K. Kaden regarding covenant compliance               0.2
                      analysis.

4/19/2011     J.F.    Analyzed covenant compliance per the revised 16 week                 0.3
                      cash forecast.

4/19/2011     J.F.    Analyzed final DIP agreement and covenants.                          0.4




                                         113
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                       Time

4/19/2011     K.K.     Reviewed weekly cash flow for W/E March 16.                         0.8

4/20/2011     J.F.     Analyzed projected cash covenant compliance for the                 0.8
                       revised 16-week forecast for the month of May.

4/20/2011     J.F.     Updated comp store sales with explanations provided by              0.5
                       the Debtors.

4/20/2011     J.F.     Discussion with     K.   McColgan     regarding    covenant         0.3
                       compliance.

4/20/2011     J.M.     Various emails on status of DIP budget approval.                    0.5

4/20/2011     K.M.     Corresponded with Debtors, Counsel and W. Lenhart                   0.9
                       regarding status of lender approval of budget.

4/20/2011     K.M.     Discussed DIP covenant breaches with J. Friedman.                   0.3

4/20/2011     K. Mc.   Discussed weekly cash report with J. Friedman.                      0.2

4/20/2011     K. Mc.   Reviewed weekly cash report as revised with K. Kaden                0.2
                       edits.

4/20/2011     K. Mc.   Discussed edits with B. Nathan.                                     0.2

4/20/2011     K. Mc.   Finalized and sent weekly cash report to B. Nathan for              0.2
                       distribution to UCC.

4/20/2011     K. Mc.   Discussed covenant violation calculations with J. Friedman.         0.2




                                          114
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                      Time

4/20/2011     K. Mc.   Discussed covenant violation calculations with W. Lenhart.         0.2

4/20/2011     K. Mc.   Drafted email to B. Nathan re: covenant violations                 0.2
                       calculations prepared by BDO.

4/20/2011     K. Mc.   Reviewed detail calculations of       potential   covenant         0.3
                       violations prepared by J. Friedman.

4/20/2011     K. Mc.   Reviewed comp store sales information received from O.             0.1
                       Shah.

4/20/2011     K. Mc.   Drafted additional wording for weekly cash report based on         0.2
                       O.Shah provided comp store sales information.

4/20/2011     K. Mc.   Reviewed relevant sections of final DIP credit agreement           0.4
                       pertaining to covenant calculations.

4/20/2011     K. Mc.   Reviewed correspondence among K. Kaden, B.Nathan, B.               0.3
                       Buechler and T. Wheeler re: revised cash forecast report.

4/20/2011     K. Mc.   Reviewed finalized revised cash forecast report sent to            0.3
                       UCC members.

4/21/2011     J.F.     Discussions with K. McColgan regarding the variance                0.4
                       report for the week ended April 16.

4/21/2011     J.F.     Analyzed variance report for the week ended April 16.              0.7




                                          115
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                     Time

4/21/2011     J.F.     Revised and analyzed covenant compliance projections per          0.9
                       the actuals for the week ended April 16.

4/21/2011     J.F.     E-mail K. McColgan and K. Kaden regarding the variance            0.2
                       report for the week ended April 16.

4/21/2011     J.F.     Discussion with K. McColgan regarding the weekly flash            0.3
                       report.

4/21/2011     J.F.     Compared term loan debt per the business plan to the              0.3
                       current term loan balance.

4/21/2011     J.F.     Analyzed borrowing base report as of April 23.                    0.7

4/21/2011     W.L.     Reviewed update on revised DIP forecast.                          0.6

4/21/2011     K. Mc.   Reviewed weekly actual cash results received from O.              0.3
                       Shah.

4/21/2011     K. Mc.   Reviewed weekly borrowing base report received from O.            0.2
                       Shah.

4/21/2011     K. Mc.   Directed J. Friedman in preparation of weekly cash report         0.3
                       to UCC.

4/21/2011     K. Mc.   Reviewed J. Friedman covenant compliance analysis.                0.2

4/21/2011     K. Mc.   Analyzed weekly cash reports and business plan to confirm         0.3
                       positive variance in term debt as reported to K. Kaden by
                       H. Etlin.




                                          116
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                      Time

4/21/2011     K. Mc.   Reviewed correspondence from K. Kaden re: weekly cash              0.1
                       report.

4/21/2011     K. Mc.   Revised draft weekly cash report prepared by J. Friedman.          1.2

4/21/2011     K. Mc.   Requested additional information from O. Shah re: weekly           0.1
                       cash results.

4/21/2011     K. Mc.   Analyzed bank covenant compliance and impact of actual             0.4
                       and forecasted results on same.

4/21/2011     K. Mc.   Analyzed current week's actual cash results as compared to         0.7
                       the revised forecast not yet accepted by the lenders to
                       determine reasons for cash disbursement variances.

4/22/2011     J.F.     Updated covenant compliance analysis.                              0.4

4/22/2011     J.F.     Analyzed cumulative cash flows per the first 9 week of             0.9
                       bankruptcy.

4/22/2011     K.K.     Review of Debtors' revised cash flow forecast.                     0.3

4/22/2011     K. Mc.   Reviewed K. Kaden comments and edits to weekly cash                0.2
                       report.

4/22/2011     K. Mc.   Correspondence with K. Kaden re: weekly cash report.               0.2

4/22/2011     K. Mc.   Directed J. Friedman in preparation of weekly cash report.         0.3




                                           117
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                     Time

4/22/2011     K. Mc.   Finalized weekly cash report for delivery to UCC.                 0.7

4/22/2011     K. Mc.   Discussions with B. Nathan re: comments on weekly cash            0.3
                       report.

4/22/2011     K. Mc.   Correspondence with B. Nathan re: weekly cash report.             0.2

4/24/2011     W.L.     Reviewed cash flow in light of need for additional credit         0.4
                       and purchasing.

4/25/2011     K.M.     Discussions regarding updated approval of DIP budget with         0.5
                       K. Kaden.

4/25/2011     K.M.     Corresponded with Debtors regarding approval of DIP               0.2
                       budget.

4/25/2011     K. Mc.   Discussed timing of weekly cash results and next revised          0.2
                       forecast with J. Friedman.

4/25/2011     K. Mc.   Reviewed actual cash results and forecasted results in            0.7
                       connection with potential covenant violation date
                       calculation.

4/27/2011     J.F.     Analyzed comp store sales for the week ended April 23.            0.4

4/27/2011     J.F.     Analyzed variance report for the week ended April 23.             0.9

4/27/2011     J.F.     Discussion with K. McColgan regarding variance report             0.2
                       updates.




                                          118
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                     Time

4/27/2011     J.F.     Analyzed borrowing base report for the week ended April           0.8
                       23.

4/27/2011     J.F.     Analyzed cumulative cash flow as of the week ended April          0.6
                       23.

4/27/2011     J.F.     Analyzed covenant compliance for the week ended April             0.7
                       23.

4/27/2011     J.F.     Discussion with K. McColgan regarding L/C draw per the            0.3
                       variance report.

4/27/2011     J.F.     E-mail correspondence with K. Kaden and K. McColgan               0.2
                       regarding operating receipts for the week ended April 23.

4/27/2011     K.K.     Reviewed cash flow analysis for WE April 22.                      0.6

4/27/2011     K.K.     Reviewed final DIP agreement for compliance with cash             0.5
                       forecast.

4/27/2011     K. Mc.   Analyzed DIP Financing agreement to determine                     0.4
                       appropriate answer to question posed by UCC on budget
                       preparation.

4/27/2011     K. Mc.   Reviewed borrowing base report received from O. Shah.             0.3

4/27/2011     K. Mc.   Reviewed weekly cash results received from O. Shah.               0.3




                                          119
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                      Time

4/27/2011     K. Mc.   Directed J. Friedman in preparation of draft weekly cash           0.4
                       report to UCC.

4/27/2011     K. Mc.   Responded to K. Kaden emails re: cash receipts variances.          0.2

4/27/2011     K. Mc.   Responded to Kaden and Lenhart emails re: comp store               0.2
                       results trend.

4/27/2011     K. Mc.   Analyzed Comp store results trend.                                 0.4

4/27/2011     K. Mc.   Requested weekly cash information from O. Shah.                    0.1

4/27/2011     K. Mc.   Forwarded information received from O. Shah to Kaden               0.1
                       and Lenhart.

4/27/2011     K. Mc.   Analyzed segment information in previously filed SEC               0.4
                       reports to determine concentrations of sales between
                       superstores as opposed to airport, mall and web based.

4/28/2011     J.F.     E-mail O. Shah additional questions regarding the variance         0.2
                       report for the week ended April 23.

4/28/2011     J.F.     Call with O. Shah regarding variance report questions for          0.2
                       the week ended April 23.

4/28/2011     J.F.     Discussion with K. McColgan regarding the variance report          0.4
                       for the week ended April 23.

4/28/2011     J.F.     Call with K. McColgan and K. Kaden regarding the                   0.9
                       variance report and borrowing bases for the week ended
                       April 23.




                                          120
                                                                                      EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                        Time

4/28/2011     J.F.     Work session with K. McColgan regarding the variance                 0.3
                       report for the week ended April 23.

4/28/2011     J.F.     Discussion with K. McColgan regarding the L/C draw in                0.2
                       the week ended April 23.

4/28/2011     J.F.     E-mail J. Cline regarding the variance report for the week           0.3
                       ended April 23.

4/28/2011     J.F.     Analyzed Put Store reconciliation for the week ended April           0.4
                       23.

4/28/2011     K.M.     Followed up with Debtors on cash flows and other case                0.3
                       issues.

4/28/2011     W.L.     Reviewed weekly cash flow update and reconcile cash                  0.4
                       receipts and company store sales increases.

4/28/2011     K. Mc.   Revised weekly cash report to UCC prepared by J.                     1.1
                       Freidman.

4/28/2011     K. Mc.   Requested additional information from O. Shah to support             0.2
                       cash variances.

4/28/2011     K. Mc.   Directed J. Freidman in revisions to cash report.                    0.2

4/28/2011     K. Mc.   Analyzed weekly cash results as compared to revised                  0.6
                       forecast not yet accepted by banks to determine true impact
                       of variances on Debtors' expected financial position.

4/28/2011     K. Mc.   Discussed cash forecast to actual            variances   and         1.1
                       explanations of same with K. Kaden.




                                           121
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011

M.     16 WEEK CASH FORECAST/DIP ANALYSIS

Date          Name     Description                                                      Time

4/29/2011     J.F.     Correspondence with the Debtors regarding the variance             0.4
                       report for the week ended April 23.

4/29/2011     J.F.     Correspondence with the Debtors regarding the variance             0.4
                       report for the week ended April 23.

4/29/2011     J.F.     Discussion with K. McColgan regarding the variance report          0.2
                       for the week ended April 23.

4/29/2011     W.L.     Reviewed weekly cash forecast.                                     0.3

4/29/2011     K. Mc.   Analyzed borrowing base report and cash forecast to actual         0.7
                       results with regard to inventory and inventory returns.

4/29/2011     K. Mc.   Discussed open items for cash forecast report with J.              0.2
                       Friedman.

4/29/2011     K. Mc.   Correspondence with K. Kaden re: cash forecast report.             0.3

4/29/2011     K. Mc.   Directed J. Friedman with regard to revisions needed cash          0.2
                       forecast report.

4/29/2011     K. Mc.   Reviewed revised cash forecast report.                             0.9

4/29/2011     K. Mc.   Reviewed responses to inquiries from J. Cline re: cash             0.2
                       forecast variances.
                                                                    TOTAL:               91.4

INDIVIDUAL TOTALS

Name                                            Hour         Rate     Compensation
W. LENHART (W.L.)                                 6.3      725.00         4,567.50
J. MANNING (J.M.)                                 0.5      700.00           350.00
K. KADEN (K.K.)                                   6.6      550.00         3,630.00
K. MCCOLGAN (K. Mc.)                             35.3      475.00        16,767.50
K. MATSON (K.M.)                                  4.5      375.00         1,687.50
M. TEBESCEFF (M.T.)                               0.9      225.00           202.50
J. FRIEDMAN (J.F.)                               37.3      200.00         7,460.00
TOTAL:                                           91.4                    34,665.00

                                          122
                                                                                      EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


N.     COUNSEL DISCUSSIONS & COURT HEARINGS

Date          Name     Description                                                        Time

4/1/2011      K.K.     Conference call w/Counsel (BB) re: Debtor Professionals.             0.5

4/1/2011      W.L.     Discussed issues with counsel regarding business plan.               1.1

4/2/2011      W.L.     Discussed business plan issues with counsel.                         0.5

4/3/2011      K.M.     Corresponded with Counsel regarding report to Committee.             0.2

4/4/2011      K.K.     Reviewed comments from Counsel for report to UCC re:                 1.4
                       Merchandise element of the Business Plan.

4/4/2011      K.K.     Reviewed comments from Counsel for report to UCC re:                 0.9
                       Store performance element of the Business Plan.

4/4/2011      K.K.     Reviewed comments from Counsel for report to UCC re:                 1.1
                       Supply chain element of the Business Plan

4/4/2011      M.G.     Participation in call with counsel regarding preparation for         0.6
                       Tuesday UCC call.

4/5/2011      K.M.     Call with B. Buechler regarding distribution of business             0.2
                       plan presentation.

4/5/2011      K.M.     Corresponded with Counsel (B. Buechler, B. Nathan)                   0.4
                       regarding report on business plan.

4/5/2011      K. Mc.   Reviewed correspondence among K. Kaden and P. Kizel re:              0.1
                       professional retention limitation of liability clauses.




                                           123
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


N.     COUNSEL DISCUSSIONS & COURT HEARINGS

Date          Name    Description                                                      Time

4/6/2011      K.K.    Meeting with Counsel (BB & BN) re: Case planning.                  0.3

4/6/2011      K.K.    Meeting with Counsel (BB & BN) re: Draft response to               0.4
                      Debtors.

4/6/2011      K.M.    Met with Counsel (B. Nathan, B. Buechler) to discuss               1.2
                      concerns with business plan.

4/6/2011      M.G.    Work session with Committee counsel to discuss issues              1.6
                      with merchandising strategy.

4/6/2011      W.L.    Reviewed court filing on KEIP plan.                                0.2

4/6/2011      W.L.    Discussed issues regarding Committee meeting with                  0.3
                      counsel.

4/6/2011      W.L.    Followed up with counsel regarding business plan requests.         1.0

4/7/2011      W.L.    Reviewed various correspondence from counsel.                      0.3

4/8/2011      B.M.    Participated in telephonic discussion with R. Hauer, B.            0.5
                      Buechler, B. Nathan and T. Wheeler regarding high priority
                      real estate concerns requiring short-term follow-up.

4/8/2011      K.M.    Reviewed update from Counsel regarding court hearing (B.           0.1
                      Buechler).

4/8/2011      K.M.    Reviewed email from Counsel (B. Nathan) regarding                  0.1
                      meeting with Debtors.




                                         124
                                                                                 EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


N.     COUNSEL DISCUSSIONS & COURT HEARINGS

Date          Name     Description                                                   Time

4/8/2011      K.M.     Reviewed email from Counsel (B. Buechler) regarding             0.1
                       leases.

4/8/2011      R.R.     Discussed KEIP proposal email to Committee with B.              0.4
                       Buechler.

4/8/2011      R.R.     Follow-up discussion to KEIP proposal with B. Buechler.         0.2

4/8/2011      W.L.     Discussed various issues with counsel.                          0.6

4/11/2011     K.K.     Conference call w/Counsel (BB) re: Counter proposal to          0.6
                       Debtors' proposed KEIP.

4/11/2011     K.M.     Corresponded with Counsel regarding open items.                 0.2

4/11/2011     K.M.     Call with Counsel (B. Nathan, B. Buechler) regarding            0.5
                       KEIP.

4/11/2011     R.R.     Discussed revised version of KEIP with B. Buechler, B.          0.5
                       Nathan, K. Matson, W. Lenhart, K. Kaden, A. Gibson and
                       B. Head.

4/11/2011     W.L.     Had discussion with counsel regarding KEIP/KERP.                0.3

4/11/2011     W.L.     Discussed liquidity issues with counsel.                        0.3

4/11/2011     K. Mc.   Reviewed correspondence among Kaden, Lenhart, Nathan            0.2
                       and Buechler re: agenda items for UCC meeting.

4/12/2011     K.K.     Discussion with UCC Counsel (BN) re: Sale Process.              0.4




                                           125
                                                                                    EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


N.     COUNSEL DISCUSSIONS & COURT HEARINGS

Date          Name    Description                                                       Time

4/12/2011     K.M.    Corresponded with Counsel regarding liquidation analysis.           0.3

4/12/2011     W.L.    Had various discussions with counsel regarding Committee            0.9
                      call and analysis to be provided.

4/13/2011     K.K.    Conference call with Counsel (BB, BN & PK) re: Debtors'             0.8
                      counter proposal to the KEIP.

4/13/2011     K.M.    Call with Counsel (B. Nathan, B. Buechler) to prepare for           0.5
                      call with Committee.

4/13/2011     W.L.    Participated on conference call with counsel to prepare for         0.5
                      Committee call.

4/13/2011     W.L.    Participated on conference call with counsel to review              0.7
                      Committee proposal on KEIP/KERP for Committee
                      approval.

4/14/2011     J.M.    Call with B. Nathan on sales process and vendor credit.             0.3

4/14/2011     K.M.    Call with Counsel (B. Nathan, B. Buechler) regarding                0.5
                      KEIP.

4/14/2011     K.M.    Attended hearing regarding KEIP.                                    2.5

4/14/2011     K.M.    Met with B. Buechler to discuss case issues.                        0.9

4/14/2011     R.R.    KEIP conference call with B. Buechler, K. Matson, B.                0.5
                      Nathan and UCC.




                                          126
                                                                                        EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


N.     COUNSEL DISCUSSIONS & COURT HEARINGS

Date          Name    Description                                                           Time

4/14/2011     W.L.    Followed up with counsel re: KEIP.                                      0.4

4/15/2011     K.K.    Conference call with UCC Counsel re: KEIP and Cash                      0.6
                      Flow.

4/15/2011     K.M.    Call with Counsel (B. Nathan, B. Buechler) regarding                    0.3
                      KEIP.

4/15/2011     M.G.    Follow-up call with counsel re: Business plan.                          0.4

4/15/2011     R.H.    Conference call with B. Buechler, A. Graiser and L. Plotkin             0.4
                      re: real estate.

4/15/2011     R.H.    Conference call with L. Plotkin           (Lowenstein)      re:         0.3
                      modification and cure amounts.

4/15/2011     W.L.    Participated on call with professionals regarding update.               0.9

4/15/2011     W.L.    Had various discussions       with   Committee     members              0.6
                      regarding liquidity issues.

4/15/2011     W.L.    Discussed issues with counsel regarding DIP, lender                     0.7
                      concerns and appraisal.

4/17/2011     W.L.    Reviewed various correspondence from counsel on asset                   0.5
                      sales and Jefferies sales process.

4/18/2011     K.K.    Conference call with UCC Counsel (BB & BN) re: Sale                     0.7
                      Process.




                                          127
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


N.     COUNSEL DISCUSSIONS & COURT HEARINGS

Date          Name    Description                                                        Time

4/18/2011     W.L.    Had various discussions with Committee members on cash               0.4
                      flow and liquidity.

4/18/2011     W.L.    Prepared for conference call with counsel regarding budget.          0.3

4/19/2011     W.L.    Coordinated meeting with Debtor and counsel.                         0.3

4/20/2011     K.M.    Participated in call with Counsel (B. Nathan, B. Buechler)           0.7
                      regarding open case issues.

4/20/2011     W.L.    Participated on conference call with B. Nathan and B.                0.7
                      Buechler regarding short-term liquidity issues.

4/20/2011     W.L.    Reviewed various e-mails from Bruce Nathan and Bruce                 0.4
                      Buechler regarding DIP and short-term liquidity.

4/21/2011     B.M.    Addressed L. Plotkin questions regarding go-forward status           0.7
                      of stores subject to lease modification agreements.

4/21/2011     B.M.    Participated in phone discussion with L. Plotkin and R.              0.5
                      Hauer regarding status of Borders lease modifications
                      requiring additional follow-up with Debtors' professionals.

4/21/2011     J.D.    Conference call with R. Hauer, B. Maloney and L. Plotkin             0.3
                      of Lowenstein to discuss lease modification analysis
                      performed relating to cure amounts noted in the 3 properties
                      prior to call with L. Plotkin of Lowenstein.

4/21/2011     K.K.    Conference call w/UCC Counsel re: cash flow & case                   0.6
                      status.




                                          128
                                                                                 EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


N.     COUNSEL DISCUSSIONS & COURT HEARINGS

Date          Name    Description                                                    Time

4/21/2011     K.M.    Call with Counsel regarding case update, including DIP           0.7
                      Budget.

4/21/2011     K.M.    Call with Counsel (B. Buechler) regarding committee              0.2
                      concerns on business plan.

4/21/2011     R.H.    Call with B. Maloney and representative from Lowenstein          0.5
                      re: cure costs.

4/21/2011     W.L.    Participated on conference call with Bruce Nathan and            0.7
                      Bruce Buechler and others regarding liquidity issues,
                      business plan issues and returns.

4/22/2011     K.K.    Conference call w/UCC Counsel (BB, BN,PK) re: Cash               0.9
                      flow/credit terms.

4/22/2011     K.M.    Call with Counsel and K. Kaden to discuss go-forward             0.6
                      strategy.

4/22/2011     K.M.    Attended hearing regarding KEIP.                                 0.7

4/25/2011     K.K.    Conference call w/UCC Counsel (BB & BN) re: Cash flow            0.6
                      & credit terms.

4/25/2011     K.K.    Conference call w/UCC Counsel (BB & BN) re: Potential            0.6
                      causes of action.

4/25/2011     K.M.    Call with Counsel to discuss approach to vendor trade            0.7
                      credit discussions.

4/25/2011     W.L.    Participated on conference call with counsel to discuss          0.8
                      various ways to assist Debtor in improving post-petition
                      credit.




                                        129
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


N.     COUNSEL DISCUSSIONS & COURT HEARINGS

Date          Name    Description                                                        Time

4/25/2011     W.L.    Participated on call with counsel regarding potential causes         0.7
                      of action and analysis that need to be performed.

4/26/2011     W.L.    Received update on vendor discussions.                               0.4

4/27/2011     K.K.    Conference call with UCC Counsel (BB & BN) re: Case                  0.6
                      status.

4/27/2011     K.M.    Call with Counsel (B. Nathan, B. Buechler) to prepare for            0.4
                      Committee call.

4/27/2011     K.M.    Reviewed memoranda from Counsel to Committee                         0.4
                      regarding listed claims and 90-day payments.

4/28/2011     B.M.    Participated in real estate pre-call with R. Hauer, B.               0.3
                      Buechler, P. Kizel, J. Stolz and D. Skezer.

4/28/2011     B.M.    Sent email to L. Plotkin to confirm approval of financial            0.1
                      terms of lease modification for stores 217 and 257.

4/28/2011     B.M.    Developed email to B. Williams to confirm approval of                0.2
                      financial terms of assume and assign agreement relating to
                      properties 16 and 150.

4/28/2011     R.H.    Conference call with representatives of Lowenstein to                0.3
                      prepare for call with Debtors and Debtors' professionals.

4/29/2011     B.M.    Coordinated with B. Buechler and L. Plotkin regarding                0.2
                      subject matter to be discussed on 5/2/2011 call with
                      Debtors' counsel.




                                          130
                                                                                EXHIBIT C


                              BORDERS GROUP, INC.

                        RECAP OF PROFESSIONAL SERVICES
                            April 1, 2011 to April 30, 2011


N.     COUNSEL DISCUSSIONS & COURT HEARINGS

Date          Name      Description                                                 Time

4/29/2011     K.K.      Conference call w/UCC Counsel (BB, BN & PK)re:                0.7
                        Potential causes of action.

4/29/2011     W.L.      Discussed alternative plan - ideas and valuation with         0.6
                        counsel.

4/29/2011     W.L.      Participated on conference call to discuss potential          0.6
                        litigation issues with counsel.
                                                                   TOTAL:            48.9


INDIVIDUAL TOTALS

Name                                           Hour       Rate     Compensation
W. LENHART (W.L.)                               15.7    725.00        11,382.50
J. MANNING (J.M.)                                0.3    700.00           210.00
K. KADEN (K.K.)                                 11.7    550.00         6,435.00
R. RAMIREZ (R.R.)                                1.6    550.00           880.00
R. HAUER (R.H.)                                  1.5    525.00           787.50
M. GOODENOW (M.G.)                               2.6    475.00         1,235.00
K. MCCOLGAN (K. Mc.)                             0.3    475.00           142.50
K. MATSON (K.M.)                                12.4    375.00         4,650.00
B. MALONEY (B.M.)                                2.5    325.00           812.50
J. D'AMATO III (J.D.)                            0.3    240.00            72.00
TOTAL:                                          48.9                  26,607.00




                                         131
                                                                               EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


O.     FEE APPLICATIONS / MONTHLY STATEMENTS

Date          Name    Description                                                  Time

4/1/2011      M.G.    Prepared March monthly data.                                   1.7

4/4/2011      M.G.    Prepared March monthly data.                                   2.9

4/11/2011     M.G.    Prepared March monthly data                                    1.4

4/11/2011     N.V.    Reviewed details for February monthly fee statement;           0.3
                      updated project categories.

4/12/2011     M.G.    Prepared March monthly details in anticipation of fee          2.4
                      statement.

4/12/2011     N.V.    Reviewed docket for compensation procedures to prepare         0.1
                      first monthly fee statement.

4/13/2011     M.G.    Prepared March monthly data.                                   2.3

4/13/2011     M.G.    Revised monthly data.                                          1.8

4/13/2011     N.V.    Prepared draft of first monthly fee statement.                 0.4

4/14/2011     M.G.    Prepared March monthly data.                                   3.3

4/14/2011     N.V.    Discussed project category requirements with K. Matson         0.4
                      for first fee monthly statement.

4/18/2011     M.G.    Prepared March monthly data.                                   2.3

4/18/2011     M.G.    Revised March monthly data.                                    1.4




                                          132
                                                                                     EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


O.     FEE APPLICATIONS / MONTHLY STATEMENTS

Date          Name    Description                                                        Time

4/18/2011     N.V.    Updated project categories for details for first monthly fee         3.0
                      statement.

4/18/2011     N.V.    Updated project categories for details for first monthly fee         2.3
                      statement.

4/19/2011     K.M.    Reviewed fee application.                                            0.9

4/19/2011     M.G.    Updated March data.                                                  3.2

4/19/2011     M.G.    Revised March categories per K. Matson's comments.                   3.1

4/19/2011     M.G.    Reviewed updates per N. Vanderhoop's comments.                       2.8

4/22/2011     M.G.    Revised February monthly data in anticipation of 1st                 1.7
                      monthly application.

4/25/2011     K.M.    Reviewed fee application.                                            0.4

4/25/2011     M.G.    Prepared Border's first monthly statement and presented to           0.4
                      K. Kaden and W. Lenhart for their review.

4/26/2011     R.H.    Reviewed notes in preparation of monthly statement.                  0.2

4/27/2011     K.K.    Reviewed monthly fee app - March/Feb 2011.                           3.6

4/27/2011     K.M.    Reviewed fee application.                                            0.6

4/27/2011     K.M.    Discussed fee applications issues with K. Kaden.                     0.4




                                          133
                                                                                   EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


O.     FEE APPLICATIONS / MONTHLY STATEMENTS

Date          Name    Description                                                      Time

4/27/2011     M.G.    Revised categories per K. Kaden's comments.                        2.4

4/27/2011     M.G.    Revised categories per K. Matson's comments.                       2.6

4/27/2011     M.G.    Updated Monthly Fee Statement.                                     1.1

4/27/2011     R.H.    Reviewed notes in preparation of monthly statement.                0.5

4/28/2011     K.K.    Reviewed monthly fee app - March/Feb 2011.                         2.6

4/28/2011     K.M.    Reviewed fee application.                                          0.6

4/28/2011     M.G.    Revised categories per K. Kaden's comments.                        2.3

4/28/2011     M.G.    Continued revisions to Borders first monthly fee statement         3.1
                      per court guidelines.

4/28/2011     W.L.    Reviewed fee application.                                          0.5

4/29/2011     K.K.    Reviewed BDO Monthly fee application - March/Feb 2011.             0.6

4/29/2011     K.K.    Reviewed fee apps filed by the Debtors' professionals.             0.7

4/29/2011     K.M.    Reviewed fee application.                                          0.4

4/29/2011     M.G.    Revised first monthly statement.                                   2.4

4/29/2011     N.V.    Reviewed expense details for first monthly statement.              0.4




                                          134
                                                                               EXHIBIT C


                              BORDERS GROUP, INC.

                       RECAP OF PROFESSIONAL SERVICES
                           April 1, 2011 to April 30, 2011


O.     FEE APPLICATIONS / MONTHLY STATEMENTS

Date          Name     Description                                                  Time

4/29/2011     N.V.     Finalized first monthly statement.                            0.3

4/29/2011     N.V.     Updated first monthly statement.                              2.3

4/29/2011     W.L.     Finalized fee application.                                    0.2
                                                                      TOTAL:        66.3


INDIVIDUAL TOTALS

Name                                                Hour      Rate   Compensation
W. LENHART (W.L.)                                     0.7   725.00         507.50
K. KADEN (K.K.)                                       7.5   550.00       4,125.00
R. HAUER (R.H.)                                       0.7   525.00         367.50
K. MATSON (K.M.)                                      3.3   375.00       1,237.50
N. VANDERHOOP (N.V.)                                  9.5   200.00       1,900.00
M. GOMEZ (M.G.)                                      44.6   150.00       6,690.00
TOTAL:                                               66.3               14,827.50




                                           135
                                                                                          EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                             Time

4/1/2011      B.M.    Reviewed updated DJM property report circulated by J.                     0.2
                      D'Amato.

4/1/2011      J.D.    Prepared schedule of lease expirations based on year of                   2.3
                      termination and projected EBITDA for 2011 and 2012
                      fiscal years.

4/1/2011      J.D.    Email correspondence with R. Hauer regarding annual lease                 0.6
                      expirations and terminations as a function of cost savings.

4/1/2011      J.D.    Review of files received from the Debtor which included                   0.4
                      lease details (i.e. start date, term date, store square foot, and
                      landlord).

4/1/2011      J.D.    Prepared schedule of deferred rent balances based on the                  1.8
                      Debtors period of rent relief and the monthly occupancy
                      costs.

4/1/2011      J.V.    Reviewed financials        for preparation     of preliminary             0.8
                      valuation analysis

4/1/2011      R.H.    Reviewed expiration schedule re: real estate.                             0.5

4/1/2011      R.H.    Call with J. D'Amato re: review of outstanding real estate                0.7
                      items.

4/2/2011      K.M.    Analyzed real estate model with J. D'Amato.                               2.4

4/4/2011      J.D.    Email correspondence with R. Hauer regarding the property                 0.3
                      master file.




                                           136
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                       Time

4/4/2011      J.D.    Working session with R. Hauer regarding terminated leases           2.1
                      and expired leases.

4/4/2011      M.T.    Researched for lease information from the DJM Realty                0.9
                      database.

4/4/2011      R.H.    Worked with J. D'Amato and M. Tebesceff re: changes to              1.2
                      real estate data.

4/5/2011      B.M.    Commenced preliminary discussions with J. D'Amato                   0.3
                      regarding scope of real estate information available to
                      BDO.

4/5/2011      B.M.    Commenced preliminary discussions with R. Hauer                     0.4
                      regarding highest priority real estate issues requiring
                      immediate attention.

4/5/2011      M.T.    Conducted research for R. Hauer           regarding   lease         1.3
                      termination agreements and rent relief.

4/5/2011      R.H.    Reviewed rejection notice for Dillon Ridge Way.                     0.6

4/5/2011      R.H.    Reviewed airport leases.                                            0.2

4/6/2011      B.M.    Met with J. D'Amato to obtain overview of real estate               0.5
                      information received to date.

4/6/2011      B.M.    Reviewed completed deal term sheets circulated by R.                0.6
                      Hauer.

4/6/2011      B.M.    Reviewed proposed lease termination agreement circulated            0.3
                      by R. Hauer for Borders' 100 Broadway location.




                                         137
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                        Time

4/6/2011      J.D.    Discussion with R. Hauer regarding the details within the            0.2
                      Master Property Database.

4/6/2011      J.D.    Email correspondence with B. Maloney regarding the                   0.4
                      details within the Master Property Database and additional
                      items to be included.

4/6/2011      J.D.    Discussion with M. Tebesceff regarding the analysis to be            0.3
                      performed based on the conversation with R. Hauer.

4/6/2011      R.H.    Met with B. Maloney re: real estate database.                        1.7

4/6/2011      R.H.    Reviewed actual lease concession values.                             0.3

4/6/2011      R.H.    Prepared for and met (telephonically) with B. Maloney re:            0.7
                      various rental expenses.

4/6/2011      R.H.    Analyzed real estate database noting wholes,                         1.0
                      inconsistencies and structure prior to planning meeting with
                      B. Maloney.

4/7/2011      B.M.    Commenced development of BDO stratified property                     3.3
                      model pursuant to discussions with R. Hauer and J.
                      D'Amato on 4/6/2011.

4/7/2011      B.M.    Circulated working version of BDO stratified property                0.1
                      model to R. Hauer for review. Addressed first round of
                      comments circulated by R. Hauer regarding content of
                      stratified property analysis.

4/7/2011      B.M.    Commenced incorporation of rent step details into BDO                2.3
                      stratified property model.




                                          138
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                      Time

4/7/2011      B.M.    Circulated revised version of BDO stratified property              0.1
                      model pursuant to R. Hauer request.

4/7/2011      J.D.    Discussion with M. Tebesceff regarding real estate model.          0.6

4/7/2011      J.D.    Reviewed DJM website for changes in deal negotiation               0.4
                      status.

4/7/2011      R.H.    Reviewed emails re: lease modifications.                           0.5

4/8/2011      J.D.    Email correspondence with R. Hauer regarding the status of         0.3
                      the updated property master file.

4/8/2011      J.D.    Reviewed lease modifications provided by Counsel for               1.1
                      terms and conditions.

4/8/2011      J.D.    Reviewed lease abstracts for properties 1 - 184.                   1.8

4/8/2011      J.D.    Reviewed DJM website for changes in deal negotiation               0.6
                      status.

4/8/2011      J.D.    Analyzed updated property details from DJM to prepare              1.3
                      summary of updates.

4/8/2011      K.M.    Reviewed email from Counsel (B. Buechler) regarding                0.1
                      leases.

4/8/2011      R.H.    Reviewed lease termination re: 100 Broadway.                       0.7




                                          139
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                        Time

4/8/2011      R.H.    Reviewed property analysis workbook, specifically rent               0.3
                      relief terms.

4/8/2011      R.H.    Read through various lease modifications.                            0.5

4/11/2011     B.M.    Met telephonically with R. Hauer to discuss working                  0.3
                      version of BDO property model.

4/11/2011     B.M.    Met telephonically with R. Hauer to identify high-priority           0.7
                      matters to address.

4/11/2011     B.M.    Continued development of BDO property model pursuant                 2.1
                      to discussion with R. Hauer.

4/11/2011     B.M.    Coordinated with K. Matson to perform preliminary review             1.3
                      of revised store four-wall analysis circulated by
                      AlixPartners.

4/11/2011     J.D.    Discussion with R. Hauer regarding the review of                     0.3
                      properties which lease rejections were filed.

4/11/2011     J.D.    Discussion with R. Hauer regarding analysis to be                    0.4
                      performed based on the go-forward store locations.

4/11/2011     J.F.    Researched market rent for 100 Broadway property.                    1.4

4/11/2011     R.H.    Reviewed Airport lease.                                              0.3

4/12/2011     B.M.    Commenced development of 60 month rent expense                       1.8
                      projection pursuant to guidance provided by R. Hauer on
                      4/11/2011, focusing on capture of appropriate contract rent.




                                          140
                                                                                  EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                     Time

4/12/2011     B.M.    Coordinated with J. D'Amato regarding scope of additional         0.2
                      information required for BDO property model.

4/12/2011     J.D.    Discussion with M. Tebesceff regarding details to be              0.4
                      included within updated property analysis schedule.

4/12/2011     J.F.    Discussion with J. Friedman regarding rental rates in the         0.2
                      Manhattan market.

4/12/2011     M.T.    Discussed the real estate model with J. D'Amato.                  0.6

4/12/2011     M.T.    Modified the real estate template to assess individual            3.8
                      properties.

4/12/2011     M.T.    Discussed Manhattan market rental rates with J. Friedman.         0.2

4/12/2011     R.H.    Call with L. Plotkin re: timing of real estate filings.           0.7

4/12/2011     R.H.    Data management, reviewed and consolidated lease                  0.5
                      modification and rejection notices.

4/12/2011     R.H.    Manipulated and analyzed real estate property database.           0.5

4/12/2011     R.H.    Call with B. Maloney and J. D'Amato re: real estate               0.9
                      database.

4/13/2011     B.M.    Met telephonically with R. Hauer to address BDO property          0.6
                      model issues identified on 4/12/2011.




                                           141
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                      Time

4/13/2011     B.M.    Continued development of 60 month rent expense analysis            3.6
                      pursuant to guidance provided by R. Hauer, focusing on
                      capture of appropriate rent relief.

4/13/2011     B.M.    Coordinated with M. Tebesceff to review updates made to            1.3
                      tear sheet portion of BDO property model.

4/13/2011     B.M.    Met with R. Hauer and J. D'Amato to discuss steps required         0.4
                      to develop lease modification analysis for UCC counsel.

4/13/2011     B.M.    Coordinated with J. D'Amato to commence development of             0.8
                      lease modification analysis for UCC counsel.

4/13/2011     J.D.    Reviewed lease summaries provided by the Debtors for               2.3
                      locations 186 - 421.

4/13/2011     J.D.    Analyzed terms included within the lease abstracts to the          2.9
                      detailed property information provided by DJM.

4/13/2011     K.M.    Reviewed email from Counsel (B. Williams) regarding                0.2
                      leases.

4/13/2011     M.T.    Modified the real estate template to assess individual             2.4
                      properties.

4/13/2011     R.H.    Conference call with B. Maloney re: real estate model cash         0.9
                      flow - contract.

4/13/2011     R.H.    Worked on real estate database.                                    0.5




                                         142
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                      Time

4/13/2011     R.H.    Call with J. D'Amato and B. Maloney re: tying out leasing          0.5
                      modification.

4/13/2011     R.H.    Reviewed modification for store 66.                                0.6

4/14/2011     B.M.    Reviewed updates to property model circulated by J.                0.5
                      D'Amato.

4/14/2011     B.M.    Coordinated with J. D'Amato regarding market rent data             0.3
                      circulated by AlixPartners.

4/14/2011     B.M.    Reviewed working version of lease modification term                0.6
                      analysis circulated by J. D'Amato.

4/14/2011     B.M.    Made changes to lease modification term analysis                   2.3
                      developed by J. D'Amato.

4/14/2011     B.M.    Developed guidance for J. D'Amato regarding required               0.4
                      adjustments to lease modification terms analysis.

4/14/2011     J.D.    Discussion with B. Maloney and R. Hauer regarding                  0.9
                      preparation of analysis for properties which BDO has
                      received papered lease modifications for 40 properties.

4/14/2011     J.D.    Reviewed lease modification agreements for 40 property             3.6
                      locations.

4/14/2011     J.D.    Analyzed terms of the 40 property locations noted above to         2.7
                      the terms of the lease prior to rent relief.




                                         143
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                        Time

4/14/2011     K.M.    Corresponded with J. D'Amato regarding lease rejections.             0.2

4/14/2011     R.H.    Reviewed list of properties where we have signed lease               0.4
                      modification.

4/14/2011     R.H.    Reviewed Order to Modify Lease Terms.                                0.4

4/15/2011     B.M.    Participated in teleconference with R. Hauer to discuss high         0.5
                      priority property issues to address.

4/15/2011     B.M.    Developed memorandum to Lowenstein Sandler discussing                3.7
                      BDO analysis of lease modifications.

4/15/2011     B.M.    Coordinated telephonically with J. D'Amato to coordinate             1.3
                      development of exhibits to lease modification
                      memorandum.

4/15/2011     J.D.    Reviewed lease modification agreements for 40 property               3.6
                      locations.

4/15/2011     J.D.    Analyzed terms of the 40 property locations noted above to           2.8
                      the terms of the lease prior to rent relief.

4/15/2011     J.D.    Discussion with B. Maloney regarding Occupancy costs                 0.9
                      associated with each property where lease modifications
                      have been papered.

4/15/2011     J.D.    Reviewed write-up of lease modifications in order to send            0.3
                      to Counsel.




                                          144
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                       Time

4/15/2011     R.H.    Reviewed rent modification schedule noting differences              0.2
                      between lease modification and DJM status reports.

4/15/2011     R.H.    Conference call with J. D'Amato re: lease modification,             0.8
                      pre-petition cure and schedule for costs.

4/15/2011     R.H.    Reviewed lease modification for property #405.                      0.3

4/15/2011     R.H.    Reviewed order on lease modification procedures.                    0.5

4/15/2011     R.H.    Read email re: termination agreements.                              0.3

4/18/2011     B.M.    Coordinated with J. D'Amato to confirm receipt of all lease         0.6
                      modifications prepared to date.

4/18/2011     B.M.    Coordinated with M. Tebesceff to attempt to quantify                0.3
                      market rents for downtown Manhattan retail space.

4/18/2011     B.M.    Coordinated with J. D'Amato to develop analysis                     0.6
                      quantifying 2012 lease savings papered to date.

4/18/2011     B.M.    Coordinated with J. Friedman to attempt to quantify market          0.4
                      rents for downtown Manhattan retail space.

4/18/2011     B.M.    Developed flash valuation for 100 Broadway lease pursuant           0.9
                      to earlier discussion with K. Matson.

4/18/2011     B.M.    Participated in telephonic discussion with W. Lenhart, K.           0.4
                      Matson and R. Hauer regarding ongoing real estate issues
                      to be discussed on afternoon call with UCC.




                                         145
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                        Time

4/18/2011     B.M.    Participated in telephonic discussion with L. Plotkin and R.         0.5
                      Hauer regarding further input required from BDO regarding
                      lease modification approvals.

4/18/2011     B.M.    Participated in telephonic discussion with R. Hauer, A.              0.4
                      Glazier and B. Gould regarding potential discrepancies
                      between papered lease modification documents and
                      information set forth in DJM database.

4/18/2011     B.M.    Compiled request to L. Plotkin for 15 property lease                 0.4
                      modifications not yet provided to BDO based on analysis
                      performed by J. D'Amato.

4/18/2011     B.M.    Analyzed B. Gould explanations for variances between                 0.8
                      papered lease modification documents and information set
                      forth in DJM database.

4/18/2011     B.M.    Participated in follow-up discussion with B. Gould                   0.2
                      regarding explanations for variances between papered lease
                      modification documents and information set forth in DJM
                      database.

4/18/2011     B.M.    Commenced development of updated property analysis                   3.2
                      memo for Lowenstein Sandler providing additional input
                      regarding approval of lease modifications.

4/18/2011     J.D.    Discussion with B. Maloney regarding the papered lease               0.9
                      modifications received from Counsel relating to 40 store
                      locations with additional detailed information to be
                      included.




                                          146
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                      Time

4/18/2011     J.D.    Reviewed DJM website for updated property listing based            0.9
                      on new deals made with landlords.

4/18/2011     J.D.    Reviewed schedule received from Counsel relating to leases         1.1
                      & stipulations received for 53 property locations.

4/18/2011     J.D.    Analyzed terms of the 53 property locations noted above to         3.3
                      the terms of the lease prior to rent relief.

4/18/2011     J.D.    Conference call with R. Hauer and B. Maloney regarding             0.9
                      analysis sent to Counsel detailing the papered lease
                      modifications received.

4/18/2011     J.D.    Email correspondence with B. Maloney regarding updates             0.4
                      to the analysis of the 53 lease modification schedule
                      prepared.

4/18/2011     J.D.    Reviewed lease abstracts for BSR locations provided by the         1.7
                      Debtors.

4/18/2011     J.F.    Researched Manhattan retail market.                                0.9

4/18/2011     J.F.    Discussion with M. Tebesceff regarding retail real estate          0.2
                      market research.

4/18/2011     K.M.    Reviewed updated real estate research and provided to R.           0.5
                      Hauer and J. D'Amato.

4/18/2011     K.M.    Discussed real estate update with B. Maloney.                      0.2




                                         147
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                        Time

4/18/2011     K.M.    Followed up with R. Hauer regarding real estate update.              0.3

4/18/2011     K.M.    Discussed 100 Broadway lease valuation with B. Maloney.              0.4

4/18/2011     K.M.    Call with B. Maloney, R. Hauer and W. Lenhart regarding              0.5
                      real estate issues.

4/18/2011     M.T.    Discussed retail properties in New York's financial district         0.4
                      with a representative at Cushman & Wakefield.

4/18/2011     M.T.    Discussed retail properties in New York's financial district         0.4
                      with a representative at CB Richard Ellis.

4/18/2011     M.T.    Discussed retail properties in New York's financial district         0.5
                      with a representative at Reis, Inc.

4/18/2011     M.T.    Conducted research on retail properties in the financial             0.7
                      district of Manhattan.

4/18/2011     R.H.    Conference call with B. Maloney and J. D'Amato re:                   0.9
                      analysis of modified and rejected leases.

4/18/2011     W.L.    Followed up on various analyses - real estate issues and             0.5
                      business plan.

4/19/2011     B.M.    Coordinated with J. D'Amato to arrange for comparison of             0.8
                      lease modifications circulated overnight with content set
                      forth in DJM database.

4/19/2011     B.M.    Added content to BDO update memorandum discussing                    2.7
                      additional input regarding lease modifications.




                                          148
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                       Time

4/19/2011     B.M.    Circulated update memorandum discussing BDO input                   0.2
                      regarding lease modifications to L. Plotkin.

4/19/2011     B.M.    Participated in teleconference with L. Plotkin and R. Hauer         0.5
                      to discuss final BDO comments regarding lease
                      modification documents.

4/19/2011     B.M.    Made updates to working version of BDO property model               0.7
                      pursuant to R. Hauer request.

4/19/2011     B.M.    Circulated working version of BDO property model                    0.2
                      pursuant to R. Hauer request.

4/19/2011     B.M.    Circulated email to B. Gould requesting update regarding            0.3
                      signed agreements for properties 226 and 334.

4/19/2011     J.D.    Reviewed lease modification agreements for 13 property              1.4
                      locations.

4/19/2011     J.D.    Analyzed terms of the 13 property locations whose lease             1.3
                      modifications were noted above to the terms of the lease
                      prior to rent relief.

4/19/2011     J.D.    Discussion with B. Maloney regarding outcome of the                 0.3
                      analysis performed on the 13 properties who have papered
                      lease modifications.

4/19/2011     J.D.    Reviewed DJM website for updated property details.                  0.3




                                         149
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                       Time

4/19/2011     J.D.    Reviewed property abstracts for property numbers 434 -              1.3
                      567.

4/19/2011     R.H.    Met with B. Maloney re: numerous lease modifications.               1.0

4/19/2011     R.H.    Conference call with L. Plotkin (Lowenstein) re: lease              0.5
                      modifications.

4/19/2011     R.H.    Read various emails from Lowenstein Sandler, Kasowitz               0.5
                      re: outstanding stipulations - lease amendments.

4/20/2011     B.M.    Drafted email to R. Hauer regarding need for call with DJM          0.3
                      to discuss due diligence performed on properties subject to
                      possible lease surrender agreements.

4/20/2011     B.M.    Reviewed estimated cure amounts for specific property               0.4
                      locations provided by Clayton Gring.

4/20/2011     B.M.    Coordinated with J. D'Amato to address UCC counsel                  0.7
                      request regarding lease modification analysis for Borders
                      location in Warrington, PA.

4/20/2011     B.M.    Drafted response to D. Szeker regarding lease modification          0.2
                      agreement for Borders location in Warrington, PA.

4/20/2011     B.M.    Compiled summary for L. Plotkin and D. Szeker outlining             1.4
                      information received by BDO to date regarding lease
                      modifications requiring additional follow-up with Debtors'
                      professionals.




                                         150
                                                                                      EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                         Time

4/20/2011     B.M.    Coordinated with L. Plotkin to schedule follow-up call                0.2
                      regarding status of lease modifications requiring additional
                      follow-up with Debtors' professionals.

4/20/2011     J.D.    Reviewed lease abstracts and noted the for terms (lease               1.3
                      expiration & costs) of the lease agreements prior to any rent
                      relief for properties 568 - 987.

4/20/2011     J.D.    Updated master property file to include dates which store             0.9
                      properties were rejected.

4/21/2011     B.M.    Developed email to B. Gould requesting follow-up                      0.4
                      information regarding variances between Debtors' stated
                      cure amounts and cure amounts set forth in certain lease
                      modifications.

4/21/2011     B.M.    Coordinated with J. D'Amato regarding market rent data                0.3
                      provided by DJM for certain Borders markets.

4/21/2011     B.M.    Coordinated with J. Friedman to understand extent of                  0.5
                      market rent data available for downtown Manhattan retail
                      market.

4/21/2011     B.M.    Coordinated with M. Tebesceff to understand extent of                 0.4
                      market rent data available for Hyannis, MA retail market.

4/21/2011     B.M.    Performed research regarding market rents for downtown                1.7
                      Manhattan retail market in preparation for call with DJM on
                      4/22.

4/21/2011     B.M.    Performed research regarding market rents for Hyannis,                1.2
                      MA retail market in preparation for call with DJM on 4/22.




                                          151
                                                                                  EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                     Time

4/21/2011     J.D.    Reviewed property details for Hyannis locations based on          0.6
                      information received from the Debtor and DJM.

4/21/2011     J.D.    Reviewed lease termination agreement for Hyannis                  0.9
                      property location.

4/21/2011     J.D.    Prepared summary of lease termination agreement between           0.4
                      the Debtors and OCW Retail-Hyannis LLC.

4/21/2011     J.D.    Discussion with M. Tebesceff regarding market rents for           0.4
                      Hyannis, MA to be requested from REIS.

4/21/2011     J.F.    Assisted B. Maloney with market rate research for the NY,         0.9
                      NY and Hyannis, MA properties.

4/21/2011     J.F.    Researched market rent for Hyannis, MA property.                  0.4

4/21/2011     M.T.    Discussed market rents for Hyannis, MA with Jerry                 0.4
                      D'Amato.

4/21/2011     R.H.    Conference call with B. Maloney to discuss open items and         0.5
                      DJM's response to various discrepancies in lease
                      modification terms.

4/22/2011     B.M.    Coordinated with J. D'Amato regarding high priority               0.3
                      property analysis to be addressed on 4/25/2011 and
                      4/26/2011.

4/22/2011     B.M.    Compiled summary of all available 100 Broadway and                1.2
                      Hyannis property information for use by R. Hauer in
                      upcoming call with Andy Graiser and B. Gould.




                                         152
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                        Time

4/22/2011     B.M.    Coordinated with L. Plotkin to discuss analysis required             0.2
                      with respect to 24 properties subject to stipulation between
                      Debtors and Simon Properties.

4/22/2011     R.H.    Reviewed market data for Broadway and Hyannis                        0.4
                      properties.

4/25/2011     B.M.    Coordinated with R. Hauer to schedule meeting with DJM               0.2
                      representatives with direct involvement in lease marketing
                      process.

4/25/2011     B.M.    Participated in telephonic discussion with R. Hauer, Emilio          0.6
                      Amendola and Jim Avallone regarding marketing process
                      performed in connection with 100 Broadway, Hyannis and
                      TIAA properties for which lease termination agreements
                      are pending.

4/25/2011     B.M.    Compiled notes based on 4/22/2011 and 4/25/2011                      1.1
                      discussions with DJM representatives regarding marketing
                      process performed in connection with 100 Broadway and
                      Hyannis properties.

4/25/2011     B.M.    Analyzed terms of lease modification for store #589.                 0.4

4/25/2011     B.M.    Circulated email to L. Plotkin confirming review of lease            0.1
                      modification for store #589.

4/25/2011     B.M.    Compiled analysis of potential administrative rent exposure          3.6
                      arising in connection with stipulation between the Debtors
                      and Simon Properties.

4/26/2011     B.M.    Compiled list of stores with landlords not stipulating to an         0.5
                      extension of time to assume or reject pursuant to K. Matson
                      request.




                                          153
                                                                                     EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                        Time

4/26/2011     B.M.    Coordinated with K. Matson regarding implications of                 0.3
                      landlords not stipulating to extensions of time to assume or
                      reject.

4/26/2011     B.M.    Coordinated with J. D'Amato regarding possible variances             0.3
                      identified during analysis of lease modification agreement
                      for store #454 (Athens, GA).

4/26/2011     B.M.    Performed follow-up with D. Szeker regarding lease                   0.1
                      modification agreement for store #98.

4/26/2011     B.M.    Met with J. D'Amato to review proposed assumption /                  0.6
                      assignment agreement for stores #16 and #150.

4/26/2011     B.M.    Provided overview to J. D'Amato regarding recently filed             0.4
                      stipulation creating possible administrative liability for
                      Borders estate.

4/26/2011     B.M.    Met with J. D'Amato to discuss procedures required with              0.4
                      regard to review of lease modification agreement for store
                      #98.

4/26/2011     J.D.    Discussion with B. Maloney regarding the Debtors plan to             0.6
                      assume properties 16 and 150.

4/26/2011     J.D.    Analysis of lease modification agreement for property #454           0.8
                      (Athens, GA).

4/26/2011     J.D.    Email correspondence with B. Maloney regarding variance              0.3
                      between lease modification agreement and information
                      provided by DJM relating to property location #454.




                                          154
                                                                                      EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                         Time

4/26/2011     J.D.    Reviewed lease stipulations received to date.                         0.9

4/26/2011     J.D.    Reviewed potential lease exposure for certain leased                  0.7
                      properties based on assumption of lease.

4/26/2011     J.D.    Reviewed DJM website for changes in deal negotiation                  0.5
                      status.

4/26/2011     R.H.    Reviewed and followed up on various emails re:                        0.5
                      stipulations, termination and modifications.

4/26/2011     R.H.    Discussed status with B. Maloney re: termination and                  0.3
                      modifications.

4/27/2011     B.M.    Drafted email to L. Plotkin summarizing discussions with              0.4
                      B. Gould regarding possible discrepancy in financial terms
                      of lease modification agreement for Borders location #454.

4/27/2011     B.M.    Coordinated with J. D'Amato to identify properties for                0.6
                      which Agree Realty is proposing to provide rent relief to
                      Debtors.

4/27/2011     B.M.    Quantified cash rent relief resulting from Debtors' tentative         0.9
                      lease modifications with Agree Realty.

4/27/2011     B.M.    Analyzed net cash impact of Debtors' motion assuming and              1.6
                      assigning stores 16 and 150 to Agree Realty.

4/27/2011     B.M.    Compiled analysis summarizing net cash impact of totality             0.8
                      of Debtors proposed arrangements with Agree Realty.




                                          155
                                                                                    EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                       Time

4/27/2011     B.M.    Circulated working analysis of cash impact of Debtors'              0.2
                      arrangements with Agree Realty to R. Hauer for review.

4/27/2011     B.M.    Coordinated with J. D'Amato to address K. Matson                    1.1
                      question regarding impact of closures of stores not
                      stipulating to extensions of time to assume / reject on go-
                      forward business viability.

4/27/2011     J.D.    Discussion with B. Maloney regarding the review of                  0.2
                      property locations associated with the Agree Deal.

4/27/2011     J.D.    Reviewed the updated DJM property details from the DJM              0.2
                      website.

4/27/2011     J.D.    Analyzed the updated DJM property reports exported from             0.4
                      the DJM website.

4/27/2011     K.M.    Reviewed information from B. Maloney regarding landlord             0.6
                      stipulations.

4/27/2011     R.H.    Reviewed plan and schedule emails re: real estate call with         0.3
                      representative from Kasowitz, DJM and Lowenstein.

4/27/2011     R.H.    Reviewed memo from B. Maloney re: Agree Deal.                       0.4

4/27/2011     R.H.    Reviewed lease modification - #454.                                 0.2

4/27/2011     R.H.    Reviewed real estate database and prepared for meeting              0.8
                      with B. Maloney re: same.




                                         156
                                                                                      EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                         Time

4/27/2011     R.H.    Reviewed lease modifications.                                         0.4

4/27/2011     R.H.    Confirmed all lease modifications were saved and moved to             0.3
                      server.

4/27/2011     R.H.    Reviewed lease modification ##217, 76, 257.                           0.2

4/28/2011     B.M.    Coordinated with R. Hauer to confirm BDO approval of                  0.3
                      financial terms of assume and assign agreement relating to
                      properties 16 and 150.

4/28/2011     B.M.    Coordinated with J. D'Amato to address questions arising              0.9
                      from review of lease modification agreements for stores
                      217 and 257.

4/28/2011     B.M.    Met with R. Hauer to prepare for real estate pre-call with B.         0.7
                      Buechler, P. Kizel, J. Stolz and D. Szeker.

4/28/2011     B.M.    Coordinated with R. Hauer to identify further analysis                0.3
                      required in connection with follow-up issues arising from
                      real estate update call.

4/28/2011     J.D.    Reviewed lease modifications for properties 76, 217, and              1.4
                      257 for terms or rent relief and reduction.

4/28/2011     J.D.    Prepared analysis based on lease modifications for                    0.7
                      properties, 76, 217, and 257 based on files received from
                      Counsel and DJM website.

4/28/2011     J.D.    Discussion with B. Maloney regarding lease modifications              0.4
                      received.




                                          157
                                                                                   EXHIBIT C


                              BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date          Name    Description                                                      Time

4/28/2011     J.D.    Reviewed the updated DJM property details from the DJM             0.7
                      website.

4/28/2011     J.D.    Analyzed the updated DJM property reports exported from            1.2
                      the DJM website.

4/28/2011     J.D.    Updated master property report based to include lease              1.4
                      rejection details and calculations.

4/28/2011     R.H.    Reviewed lease modification.                                       0.6

4/28/2011     R.H.    Reviewed issues with lease modification property #454.             0.3

4/28/2011     R.H.    Evaluated Debtors' motion to assume properties 16 and 50.          0.6

4/28/2011     R.H.    Met with B. Maloney to review lease modification.                  0.4

4/28/2011     R.H.    Prepared for real estate call.                                     0.2

4/29/2011     J.D.    Discussion with R. Hauer regarding analysis to be prepared         0.8
                      based on lease terminations.

4/29/2011     J.D.    Discussion with B. Maloney regarding the review of Kimco           0.6
                      Properties.

4/29/2011     J.D.    Discussion with B. Maloney regarding analysis to be                0.7
                      performed based on updated property information.

4/29/2011     R.H.    Reviewed file management confirm leases to sever - 236,            0.4
                      295, 48, 85.




                                           158
                                                                                      EXHIBIT C


                               BORDERS GROUP, INC.

                        RECAP OF PROFESSIONAL SERVICES
                            April 1, 2011 to April 30, 2011


P.     REAL ESTATE SERVICES

Date            Name    Description                                                       Time

4/29/2011       R.H.    Reviewed objection to lease modification for #454.                  0.2

4/29/2011       R.H.    Reviewed schedule and planning of call to discuss                   0.2
                        365(d)(4) stipulations for small store and Airport formats.

4/29/2011       R.H.    Reviewed Simon stipulation for 24 properties.                       0.4

4/29/2011       R.H.    Reviewed Kimco lease modifications.                                 0.3

4/29/2011       R.H.    Prepared stipulation for BRS and Airport Stores.                    0.3
                                                                            TOTAL:        187.7


INDIVIDUAL TOTALS

Name                                             Hour         Rate         Compensation
W. LENHART (W.L.)                                  0.5      725.00               362.50
J. VARSALONE (J.V.)                                0.8      550.00               440.00
R. HAUER (R.H.)                                   28.3      525.00            14,857.50
K. MATSON (K.M.)                                   5.4      375.00             2,025.00
B. MALONEY (B.M.)                                 70.7      325.00            22,977.50
J. D'AMATO III (J.D.)                             66.4      240.00            15,936.00
M. TEBESCEFF (M.T.)                               11.6      225.00             2,610.00
J. FRIEDMAN (J.F.)                                 4.0      200.00               800.00
TOTAL:                                           187.7                        60,008.50




                                           159
                                                                            EXHIBIT C


                             BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


Q.     CASE ADMINISTRATION

Date          Name    Description                                                Time

4/5/2011      W.L.    Coordinated team on work going forward.                     1.1

4/15/2011     M.G.    Met with K. Kaden regarding next steps.                     0.4

4/15/2011     M.G.    Met with K. Matson regarding next steps.                    0.6
                                                                   TOTAL:         2.1


INDIVIDUAL TOTALS

Name                                           Hour        Rate   Compensation
W. LENHART (W.L.)                               1.1      725.00         797.50
M. GOODENOW (M.G.)                              1.0      475.00         475.00
TOTAL:                                          2.1                   1,272.50




                                         160
                                                                                 EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


R.     EMPLOYEE COMPENSATION PLANS

Date         Name    Description                                                     Time

4/8/2011     K.M.    Reviewed draft email from Counsel regarding KEIP and              0.3
                     provided comments.

4/8/2011     R.R.    Prepared draft KEIP proposal email to Committee                   0.5
                     forwarded to B. Buechler.

4/9/2011     R.R.    Analyzed proposal from B. Buechler on KEIP.                       0.2

4/9/2011     R.R.    Prepared proposed KEIP/KERP cost schedule.                        0.9

4/10/2011    W.L.    Reviewed proposal on KEIP/KERP, provide comments                  0.5
                     based upon analysis for Committee.

4/11/2011    B.H.    Discussed revised version of KEIP with B. Buechler, B.            0.5
                     Nathan, K. Matson, W. Lenhart, K. Kaden, A. Gibson and
                     R. Ramirez

4/11/2011    K.M.    Reviewed correspondence regarding KEIP - proposed                 0.7
                     thresholds.

4/11/2011    K.M.    Reviewed draft objection to KEIP.                                 0.6

4/11/2011    K.M.    Reviewed draft email to Counsel regarding KEIP.                   0.3

4/11/2011    K.M.    Discussed KEIP issues with K. Kaden.                              0.2

4/11/2011    R.R.    Discussed incentive targets for KEIP with K. Kaden and K.         0.5
                     Matson.

4/11/2011    R.R.    Analyzed draft email from B. Buechler.                            0.3




                                        161
                                                                                EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


R.     EMPLOYEE COMPENSATION PLANS

Date         Name    Description                                                    Time

4/11/2011    R.R.    Analyzed draft motion objection to KEIP.                         1.0

4/11/2011    R.R.    Analyzed draft B. Buechler email to Committee.                   0.2

4/11/2011    W.L.    Reviewed KEIP/KERP counterproposal.                              0.7

4/12/2011    K.M.    Reviewed Trustee's objection to KEIP and Debtors'                0.4
                     response.

4/12/2011    K.M.    Revised KEIP analysis - new proposal.                            1.7

4/13/2011    K.K.    Reviewed summary of Debtors' counter proposal to the             0.3
                     KEIP.

4/13/2011    K.M.    Provided comments to revised KEIP proposal.                      0.5

4/13/2011    K.M.    Reviewed correspondence from Counsel (B. Buechler) to            0.3
                     Debtors regarding KEIP proposal.

4/13/2011    W.L.    Reviewed revised KEIP/KERP proposal to provide                   0.4
                     comments.

4/13/2011    W.L.    Reviewed Debtor's counter proposal on KEIP/KERP plan.            0.3

4/14/2011    K.M.    Various calls with B. Buechler regarding KEIP and                0.5
                     attendance at hearing.

4/14/2011    K.M.    Prepared schedules outlining suggested KEIP alternative.         1.9




                                        162
                                                                                 EXHIBIT C


                            BORDERS GROUP, INC.

                    RECAP OF PROFESSIONAL SERVICES
                        April 1, 2011 to April 30, 2011


R.     EMPLOYEE COMPENSATION PLANS

Date         Name    Description                                                     Time

4/14/2011    K.M.    Corresponded with Counsel (B. Buechler) regarding KEIP            0.4
                     alternative.

4/14/2011    K.M.    Discussed KEIP with W. Lenhart.                                   0.4

4/14/2011    K.M.    Updated analysis regarding comparison of KEIP proposals.          1.3

4/15/2011    K.M.    Drafted benchmarks for revised KEIP proposal as requested         0.5
                     by UST/Counsel.

4/15/2011    K.M.    Reviewed correspondence from Counsel (B. Buechler) to             0.3
                     Committee regarding KEIP hearing.

4/15/2011    K.M.    Provided comments regarding draft KEIP proposal email             0.4
                     from B. Buechler.

4/15/2011    K.M.    Discussed KEIP issues with P. Kizel.                              0.2

4/18/2011    R.R.    Analyzed proposal email from A. Glenn.                            0.1

4/18/2011    R.R.    Analyzed proposal email from B. Buechler.                         0.1

4/20/2011    K.M.    Reviewed email from Counsel (B. Nathan) regarding                 0.3
                     resolution of KEIP.

4/20/2011    K.M.    Reviewed KEIP summary forwarded by P. Kizel and                   1.3
                     provided comments.

4/22/2011    K.M.    Prepared for KEIP hearing.                                        0.7




                                        163
                                                                          EXHIBIT C


                            BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


R.     EMPLOYEE COMPENSATION PLANS

Date          Name   Description                                                Time

4/22/2011     K.M.   Call with K. Kaden to update on hearing.                    0.3

4/27/2011     K.M.   Reviewed Memorandum of Opinion regarding KEIP.              0.5
                                                                TOTAL:          20.5


INDIVIDUAL TOTALS

Name                                          Hour        Rate   Compensation
W. LENHART (W.L.)                               1.9     725.00       1,377.50
K. KADEN (K.K.)                                 0.3     550.00         165.00
R. RAMIREZ (R.R.)                               3.8     550.00       2,090.00
K. MATSON (K.M.)                               14.0     375.00       5,250.00
B. HEAD (B.H.)                                  0.5     250.00         125.00
TOTAL:                                         20.5                  9,007.50




                                        164
                                                                               EXHIBIT C


                            BORDERS GROUP, INC.

                     RECAP OF PROFESSIONAL SERVICES
                         April 1, 2011 to April 30, 2011


S.     TRAVEL TIME

Date          Name   Description                                                    Time

4/1/2011      B.M.   Travel time from Ann Arbor, MI to Nanuet, NY.                   3.3

4/1/2011      J.F.   Travel time from Ann Arbor, MI to North Woodmere, NY.           3.0

4/1/2011      K.M.   Travel Ann Arbor - New York City.                               4.5
                                                                      TOTAL:        10.8


INDIVIDUAL TOTALS

Name                                         Hour          Rate      Compensation
K. MATSON (K.M.)                               4.5       187.50            843.75
B. MALONEY (B.M.)                              3.3       162.50            536.25
J. FRIEDMAN (J.F.)                             3.0       100.00            300.00
TOTAL:                                        10.8                       1,680.00




                                       165

				
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