PLEDGE AGREEMENTPledge Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • New York
Contract Type FiledJune 30th, 2011 Company Industry JurisdictionPLEDGE 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
PLEDGE AGREEMENTPledge Agreement • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores • New York
Contract Type FiledJune 30th, 2011 Company Industry JurisdictionPLEDGE 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 “Borrower”), a Delaware corporation, to be merged (the “Merger”) with and into GUITAR CENTER, INC. (“Guitar Center” and, after the Merger, the “Borrower”), a Delaware corporation, in each case for itself and in conjunction with its capacity as Borrower, 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 other Secured Parties (as defined herein),