Music123, Inc. Sample Contracts

CREDIT AGREEMENT dated as of October 9, 2007 VH MERGERSUB, INC. (to be merged with and into GUITAR CENTER, INC.) The Lead Borrower For THE BORROWERS NAMED HEREIN THE FACILITY GUARANTORS PARTY HERETO JPMORGAN CHASE BANK, N.A. As Administrative Agent...
Credit Agreement • August 9th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • New York

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of October 9, 2007 between JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase Bank”), in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the financial institutions party from time to time to the Original ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “ABL Credit Agreement Lenders” and, together with affiliates thereof and certain other specified hedging parties, in their capacity as ABL Bank Products Affiliates or ABL Hedging Affiliates (in each case, as hereinafter defined), the “ABL Lenders”) and JPMORGAN CHASE BANK, N.A., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, th

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GUITAR CENTER, INC. $375,000,000 11.50% Senior Notes due 2015 Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • New York

Guitar Center, Inc., a Delaware corporation (the “Company”), proposes to issue upon the terms set forth in the Indenture (as defined herein) to ACOF II GC Acquisition, L.P. and ACOF III GC Acquisition, L.P. (collectively, the “Holders”), an aggregate of $375.0 million principal amount of 11.50% Senior Notes due 2015 of the Company (the “Notes”). In connection with the issuance of the Notes, the Company agrees with the Holders for the benefit of Holders and the other holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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INTERCREDITOR AGREEMENT by and between JPMORGAN CHASE BANK, N.A., as ABL Agent, and JPMORGAN CHASE BANK, N.A. as Term Agent Dated as of October 9, 2007
Intercreditor Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • New York

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of October 9, 2007 between JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase Bank”), in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the financial institutions party from time to time to the Original ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “ABL Credit Agreement Lenders” and, together with affiliates thereof and certain other specified hedging parties, in their capacity as ABL Bank Products Affiliates or ABL Hedging Affiliates (in each case, as hereinafter defined), the “ABL Lenders”) and JPMORGAN CHASE BANK, N.A., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, th

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GUARANTY
Guaranty • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • New York

WHEREAS, reference is made to that certain Credit Agreement, dated as of October 9, 2007 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among, among others, (i) VH MergerSub, Inc. (“Merger Sub” and, prior to the Merger (as defined below), the “Borrower”), to be merged (the “Merger”) with and into Guitar Center, Inc. (“Guitar Center” and, after the Merger, the “Borrower”), (ii) the Facility Guarantors, as Loan Parties, (iii) the Administrative Agent, (iv) the Collateral Agent, and (vi) the Lenders party thereto (collectively, the “Lenders”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • Delaware

This EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is made and entered into effective as of April , 2010 (the “Commencement Date”), between Guitar Center, Inc., a Delaware corporation (the “Company”), and Erick Mason (the “Executive”).

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ADVISORY AGREEMENT
Advisory Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • New York

This Advisory Agreement (this “Agreement”) is made and entered into as of October 9, 2007 (the “Effective Date”), by and among Guitar Center Holdings, Inc., a Delaware corporation (“Holdings”), Guitar Center, Inc., a Delaware corporation (the “Company”) and Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 18.

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PLEDGE AGREEMENT
Pledge Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • New York

PLEDGE AGREEMENT (this “Agreement”), dated as of October 9, 2007, by and between GUITAR CENTER HOLDINGS, INC., a Delaware corporation, VH MERGERSUB, INC. (“Merger Sub” and, prior to the Merger (as defined below), the “Lead Borrower”), a Delaware corporation, to be merged (the “Merger”) with and into GUITAR CENTER, INC. (“Guitar Center” and, after the Merger, the “Lead Borrower”), a Delaware corporation, in each case for itself and in conjunction with its capacity as Lead Borrower as agent for the Borrowers, GUITAR CENTER STORES, INC., a Delaware corporation, GUITAR CENTER GIFT CARD COMPANY, LLC, a Virginia limited liability company, HARMONY CENTRAL GROUP, LLC, a Delaware limited liability company, MUSICIAN’S FRIEND, INC., a Delaware corporation (hereinafter, individually, a “Pledgor”, and collectively, the “Pledgors”), and JPMORGAN CHASE BANK, N.A., a national banking association, as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the

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EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • Delaware

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 15, 2005, between Music & Arts Center, Inc., a Maryland corporation (the “Company”), and Kenneth O’Brien (the “Executive”). This Agreement shall become effective as of the Effective Time as such term is defined in that certain Agreement and Plan of Merger, dated as of February 8, 2005, by and among Guitar Center Stores, Inc., a Delaware corporation (“GCSI”), GCSI Acquisition Corp., a Maryland corporation, the Company, the Executive and the other parties thereto (the “Merger Agreement”). Unless otherwise capitalized herein, defined terms used in this Agreement shall have the meanings ascribed to them in the Merger Agreement.

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SECURITY AGREEMENT
Security Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • New York

SECURITY AGREEMENT (this “Agreement”), dated as of October 9, 2007, by and among (a) VH MergerSub, Inc. (prior to the Merger (as defined below), the “Borrower”), to be merged (“Merger”) with and into Guitar Center, Inc. (“Guitar Center” and, after the Merger, the “Borrower”) (b) each of the Persons listed on Schedule I hereto (each such Person, individually, a “Facility Guarantor” and, collectively, the “Facility Guarantors”) (the Borrower and the Facility Guarantors are hereinafter referred to, individually, as a “Grantor” and, collectively, as the “Grantors”), and (c) JPMorgan Chase Bank, N.A., a national banking association, as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Secured Parties, in consideration of the mutual covenants contained herein and benefits to be derived herefrom.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • Delaware

This Agreement is made as of the day of 2004, by and between Guitar Center, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”), with reference to the following facts:

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AGREEMENT NOT TO COMPETE
Non-Compete Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • Delaware

THIS AGREEMENT NOT TO COMPETE (this “Agreement”) is made and entered into as of April 15, 2005, by and between Guitar Center Stores, Inc., a Delaware corporation (“Parent”), and Kenneth M. O’Brien (the “Seller”).

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FIRST AMENDMENT
Credit Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • New York

FIRST AMENDMENT, dated as of November 5, 2007 (this “Amendment”), to the Credit Agreement, dated as of October 9, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GUITAR CENTER, INC. (the “Lead Borrower”), a Delaware corporation, for itself as a Borrower and in conjunction with its capacity as Lead Borrower as agent for the Borrowers, the other Borrowers and the Facility Guarantors from time to time parties thereto, the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders thereunder (in such capacity, the “Administrative Agent”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of October 9, 2007, between MUSIC & ARTS CENTER, INC., a Maryland corporation (the “Company”) and Kenneth O’Brien (the “Executive”). This Amendment amends that certain Employment Agreement, dated as of April 15, 2005 (the “Employment Agreement”), between the Executive and the Company.

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CONSULTING AGREEMENT
Consulting Agreement • August 9th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of October 7, 2007, by and between Tom Stemberg (“Consultant”) and Bain Capital Partners, LLC, a Delaware limited liability company (the “Company”). The Company and Consultant are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.

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AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores

This AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of April 28, 2010, between Guitar Center Stores, Inc., a Delaware corporation (the “Company”), and Kenneth O’Brien (the “Executive”).

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ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores

Assignment and Assumption (the “Assignment and Assumption”), dated as of March 2, 2011, among ACOF II GC Holdings (Direct), L.P. and ACOF III GC Holdings (Direct), L.P. (collectively, and together with their respective transferees the “Assignors”), Guitar Center, Inc. (the “Assignee”) and Guitar Center Holdings, Inc. (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture, dated as of August 6, 2008, between the Issuer and The Bank of New York Mellon Trust Company, N.A. (as amended, restated, supplemented, restructured or otherwise modified from time to time, the “HoldCo Indenture”), governing the 14.09% Senior PIK Notes due 2016 of the Issuer (the “HoldCo Notes”), receipt of a copy of which is hereby acknowledged by the Assignee.

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EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • Delaware

This EMPLOYMENT AGREEMENT is made effective as of August 11, 2010 (the “Agreement”), between GUITAR CENTER, INC., a Delaware corporation (the “Company”), and GREGORY A. TROJAN (the “Executive”).

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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores

This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of December 8, 2008, between Guitar Center Stores, Inc., a Delaware corporation (the “Company”), and Kenneth O’Brien (the “Executive”).

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NON-EXECUTIVE CHAIRMAN AGREEMENT
Non-Executive Chairman Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • Delaware

This Non-Executive Chairman Agreement (this “Agreement”), is made as of August 11, 2010 (the “Effective Date”) by and between Guitar Center, Inc., a Delaware corporation (the “Company”), and Marty Albertson (the “Executive”).

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LIMITED LIABILITY COMPANY AGREEMENT OF HARMONY CENTRAL GROUP, LLC
Limited Liability Company Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Harmony Central Group, LLC (the “Company”) is effective as of April 29, 2005.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF Guitar Center Gift Card Company, LLC A Virginia Limited Liability Company
Operating Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • Virginia

This LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of Guitar Center Gift Card Company, LLC (the “Company”) is effective as of August , 2004.

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GUITAR CENTER HOLDINGS, INC. STOCKHOLDERS AGREEMENT AMONG GUITAR CENTER HOLDINGS, INC. AND THE STOCKHOLDERS NAMED HEREIN DATED AS OF OCTOBER 9, 2007
Stockholders Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • Delaware

Bain Capital Integral Investors 2006, LLC, BCIP TCV, LLC and BCIP Associates - G (together with their Permitted Transferees, the “Investors”);

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CREDIT AGREEMENT dated as of October 9, 2007 VH MERGERSUB, INC. (to be merged with and into GUITAR CENTER, INC.) As Borrower THE FACILITY GUARANTORS NAMED HEREIN JPMORGAN CHASE BANK, N.A. As Administrative Agent and Collateral Agent EACH SYNDICATION...
Credit Agreement • August 9th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • New York

VH MERGERSUB, INC. (“Merger Sub” and, prior to the Merger (as defined below), the “Borrower”), a corporation organized under the laws of the State of Delaware, to be merged (the “Merger”) with and into GUITAR CENTER, INC. (“Guitar Center” and, after the Merger, the “Borrower”), a corporation organized under the laws of the State of Delaware;

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