May 19, 1997
The Musicland Group, Inc.
Musicland Stores Corporation
00000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
RE: Waivers and Agreements under Credit Agreement
Ladies/Gentlemen:
Please refer to the Credit Agreement dated as of October 7, 1994 (as
previously amended, the "Credit Agreement") among The Musicland Group, Inc.,
Musicland Stores Corporation, various financial institutions and Xxxxxx Guaranty
Trust Company of New York, as Agent. Terms defined in the Credit Agreement are,
unless otherwise defined herein, used herein as so defined.
Pursuant to the Borrower's request, the Required Banks agree as follows:
The Required Banks hereby waive through June 30, 1997 any Default or Event
of Default which now or hereafter may exist under Section 5.7, 5.8, 5.9 or 5.23
of the Credit Agreement; it being understood that upon the expiration of such
waiver on June 30, 1997, the agent and the Banks may exercise any or all of
their rights with respect to any such Default or Event of Default.
The waivers set forth above shall become effective when the Agent has
received counterparts of this letter executed by the Required Banks (it being
understood that the Agent may rely upon facsimile confirmation of the execution
of a counterpart hereof by any Bank for purposes of determining such
effectiveness).
This letter may be executed in any number of counterparts and by the
different parties on separate counterparts, and each such counterpart shall be
deemed to be an original but all such counterparts shall together constitute one
and the same letter.
This letter shall be a contract made under and governed by the internal
laws of the State of New York applicable to contracts made and to be performed
within such State.
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By
Title:
FIRST BANK NATIONAL ASSOCIATION
By
Title:
THE BANK OF TOKYO - MITSUBISHI,
LTD.
By
Title:
THE BANK OF NOVA SCOTIA
By
Title:
CITIBANK, N.A.
By
Title:
CREDIT AGRICOLE
By
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By
Title:
XXXXX FARGO BANK
By
Title:
THE FUJI BANK, LIMITED
By
Title:
THE HOKKAIDO TAKUSHOKU BANK,
LTD., NEW YORK BRANCH
By
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., CHICAGO BRANCH
By
Title:
NBD BANK, N.A.
By
Title:
PNC BANK, NATIONAL ASSOCIATION
By
Title:
SOCIETE GENERALE
By
Title:
BEAR XXXXXXX GOVERNMENT
SECURITIES, INC.
By
Title:
XXXXXXX LYNCH, XXXXXX, XXXXXX &
XXXXX INCORPORATED
By
Title:
BANK OF AMERICA ILLINOIS
By
Title:
DLJ CAPITAL FUNDING, INC.
By
Title:
MORGENS WATERFALL DOMESTIC
PARTNERS, L.L.C.
By
Title:
NATIONSBANK, N.A.
By
Title:
FERNWOOD RESTRUCTURINGS, LTD.
By
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By
Title:
