AMENDMENT NO.1 TO
LEASE AGREEMENT
AMENDMENT NO. 1 TO LEASE AGREEMENT dated as of June 16, 1997
(the "Amendment"), between FLEET NATIONAL BANK, formerly known as SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity, but solely as Owner Trustee, as Lessor, and MUSICLAND
RETAIL, INC., a Delaware corporation, as Lessee.
W I T N E S S E T H:
WHEREAS, Lessor and Lessee are parties to a certain Lease Agreement, dated
as of March 31, 1994 (the "Lease Agreement");
WHEREAS, the parties hereto desire to consummate the transactions
contemplated hereby;
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows;
Section 1. Definitions. Capitalized terms used herein, but not otherwise
defined herein, shall have the meanings assigned thereto in Appendix A to the
Lease Agreement for all purposes hereof.
Section 2. Amendment to Lease Agreement. Subject to the terms and
conditions set forth in Section 5 of this Amendment, Section 4.1 of the Lease
Agreement is hereby amended by inserting the following text at the end of such
Section:
"In addition, Lessee shall make the following prepayments of final
Supplemental Rent payable under this Lease in amounts equal to: (a)
$3,214,290 not later than 91 days after the earlier of (i) the
"Effective Date," as such term is defined in Amendment No. 1 and Waiver
to Participation Agreement, dated as of June 16, 1997, and (ii) the
effective date of the amendment to the Credit Agreement referred in
Section 6 (j) of such Amendment No. 1 and Waiver to Participation
Agreement, (b) $1,714,290 on December 16, 1997, and (c) $857,130 on
February 16, 1998. Lessee shall make additional prepayments of final
Supplemental Rent under this Lease at the time of, and in percentage
amounts equal to, any percentage reductions of the revolver commitment
or under the Credit Agreement, other than scheduled commitment
reductions for the revolver pursuant to the Credit Agreement as in
effect on the Effective Date, as such term is defined in that certain
Amendment No. 1 and Waiver to the Participation Agreement, or any
identical reductions under a replacement senior Credit
Agreement. Each such prepayment shall be accompanied by a prepayment of any
accrued and unpaid Basic Rent attributable to the amount of such prepayment of
Supplemental Rent."
Section 3. Ratification. This Amendment is limited as
specified and shall not constitute a modification, amendment, acceptance or
waiver of any other provision of the Lease Agreement or any other Operative
Document. The Lease Agreement as modified and amended by this Amendment is
hereby ratified and confirmed in all respects.
Section 4. Notices. Unless otherwise specifically provided
herein, all notices, consents, directions, approvals, instructions, requests and
other communications required or permitted by the terms hereof to be given to
any Person shall be given in writing by certified or registered mail, by
nationally recognized courier service or by hand, or by facsimile communication
followed by such courier service delivery and any such notice shall become
effective when received or when delivery is refused, and shall be directed to
the Address of such Person. From time to time any party may designate a new
Address for purposes of notice hereunder by notice to each of the other parties
hereto.
Section 5. Effective Date. This Amendment shall become effective on the
Effective Date, as such term is defined in that certain Amendment No. 1 and
Waiver to Participation Agreement, dated as of June 16, 1997.
Section 6. Counterparts. This Amendment may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.
Section 7. Headings, etc. The headings of the various Sections of this
Amendment are for convenience of reference only and shall not modify, define,
expand or limit any of the terms or provisions hereof.
Section 8. Parties in Interest. Except as expressly provided herein, none
of the provisions of this Amendment are intended for the benefit of any Person
except the parties hereto, their successors and permitted assigns.
Section 9. Governing Law. The terms and provisions of Section 19.8 of the
Lease Agreement are incorporated herein by reference as though fully set forth
herein.
Section 10. Lease Agreement. From and after the date hereof, all references
in the Lease Agreement and each of the other Operative Documents shall
(2)
be deemed to be references to the Lease Agreement after giving effect to
this Amendment.
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed
by their respective officers thereunto duly
authorized as of the day and year first above
written.
FLEET NATIONAL BANK, not in its individual
capacity, but solely as Owner Trustee, as
Lessor
By:
Title:
MUSICLAND RETAIL, INC., as Lessee
By: Xxxx X. Xxxxxxx
Title: Chairman, President & CEO
(3)
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed
by their respective officers thereunto duly
authorized as of the day and year first above
written.
FLEET NATIONAL BANK, not in its individual
capacity, but solely as Owner Trustee, as
Lessor
By:
Title: Vice President
MUSICLAND RETAIL, INC., as Lessee
By:
Title:
