EXHIBIT 10.35
FIRST SUPPLEMENTAL INDENTURE
BY AND AMONG
GUITAR CENTER MANAGEMENT COMPANY, INC.
GUITAR CENTER, INC.
AND
U.S. TRUST COMPANY OF CALIFORNIA, N.A.
AS TRUSTEE
$100,000,000
DATED: AS OF NOVEMBER 1, 1996
11% SENIOR NOTES DUE 2006
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 1996, is
made and entered into by and between GUITAR CENTER MANAGEMENT COMPANY, INC., a
California corporation ("GC-California"), GUITAR CENTER, INC., Delaware
corporation ("GC-Delaware"), and U.S. TRUST COMPANY OF CALIFORNIA, N.A. (the
"Trustee").
RECITALS:
WHEREAS, GC-California and the Trustee have heretofore entered into an
Indenture, dated as of July 2, 1996 (the "Indenture"), relating to the issuance
of $100,000,000 11% senior notes due 2006 (the "Securities");
WHEREAS, GC-California proposes to merge with and into GC-Delaware in
order to reincorporate from California to Delaware pursuant to the terms and
conditions set forth in the Merger Agreement between GC-California and
GC-Delaware, dated as of November 1, 1996;
WHEREAS, the respective Boards of Directors and stockholders of GC-
California and GC-Delaware have approved such merger;
WHEREAS, Section 5.1 of Article Five of the Indenture provides in
pertinent part that GC-California shall not merge with or into any other
corporation unless the person (if other than GC-California) into which
GC-California is merged shall be a corporation organized and existing under the
laws of any state of the United States and shall expressly assume, by an
indenture supplemental to the Indenture, executed and delivered to the Trustee,
in a form satisfactory to the Trustee, all the obligations of GC-California
under the Securities and the Indenture;
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WHEREAS, GC-California and GC-Delaware are providing this First
Supplemental Indenture in satisfaction of the requirements of Section 5.1 of
Article Five of the Indenture;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
SECTION 1. ASSUMPTION OF OBLIGATIONS. GC-Delaware hereby assumes
each and all of the obligations of GC-California, whether presently existing or
hereafter arising, under the Securities and the Indenture pursuant to Section
5.1 of Article Five of the Indenture and agrees to be bound by each and all of
the terms and conditions of the Indenture.
SECTION 2. AMENDMENT TO INDENTURE. All references in the
Indenture to "the Company" are hereby amended to refer to GC-Delaware whenever
and wherever used in the Indenture. Except for such amendments, the Indenture
remains in full force and effect.
SECTION 3. COUNTERPARTS. This First Supplemental Indenture may
be executed in several counterparts, each of which shall be an original and all
of which shall constitute but one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed.
Dated: October 28, 1996 GUITAR CENTER MANAGEMENT COMPANY, INC.,
a California corporation
Attest: /s/ XXXXX X. XXXX By: /s/ XXXXX XXXXXXXXX
------------------ -----------------------------------------
Title: Chief Operating Officer
--------------------------------------
Dated: October 28, 1996 GUITAR CENTER, INC.,
a Delaware corporation
Attest: /s/ XXXXX X. XXXX By: /s/ XXXXX XXXXXXXXX
------------------ -----------------------------------------
Title: Chief Operating Officer
--------------------------------------
Dated: October 28, 1996 U.S. TRUST COMPANY OF CALIFORNIA,
N.A., as Trustee
Attest: /s/ XXXXX X. XXXXXX By: /s/ XXXXXX XXXXX
------------------ -----------------------------------------
Title: Vice President
--------------------------------------
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STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On October 28, 1996, before me, the undersigned, a Notary Public in
and for said State, personally appeared Xxxxx Xxxxxxxxx, known to me to be the
C.O.O. of GUITAR CENTER MANAGEMENT COMPANY, INC. the corporation that executed
the within instrument, known to me to be the person who executed the within
instrument on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument pursuant to its bylaws or a
resolution of its board of Directors.
WITNESS my hand and official seal.
[SEAL] /s/ XXXXXX XXXXXX
---------------------------------
Notary Public in and for said
County and State
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On October 28, 1996, before me, the undersigned, a Notary Public in
and for said State, personally appeared Xxxxx Xxxxxxxxx known to me to be the
C.O.O. of GUITAR CENTER, INC. the corporation that executed the within
instrument, known to me to be the person who executed the within instrument on
behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument pursuant to its bylaws or a resolution of its
board of Directors.
WITNESS my hand and official seal.
[SEAL] /s/ XXXXXX GEDDREY
--------------------------------
Notary Public in and for said
County and State
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STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On November 8, 1996, before me, the undersigned, a Notary Public in
and for said State, personally appeared Xxxxxx Xxxxx, known to me to be the
___________ of U.S. TRUST COMPANY OF CALIFORNIA, N.A. the corporation that
executed the within instrument, known to me to be the person who executed the
within instrument on behalf of such corporation, and acknowledged to me that
such corporation executed the within instrument pursuant to its bylaws or a
resolution of its board of Directors.
WITNESS my hand and official seal.
[SEAL] /s/ XXXXX X. XXXXXXXX
--------------------------------
Notary Public in and for said
County and State
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