THIRD AMENDMENT TO SECOND AMENDED AND RESTATEDGuitar Center Inc • February 11th, 2005 • Retail-radio, tv & consumer electronics stores
THIS THIRD AMENDMENT (this “Third Amendment”) is made in consideration of the mutual covenants contained herein and benefits to be derived herefrom to the Second Amended and Restated Loan and Security Agreement (the “Loan Agreement”) dated December 21, 2001 entered into by and among WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors, if any, in such capacity, the “Agent” and together with the Lenders, collectively, the “Lender Group”), and, on the other hand, GUITAR CENTER, INC., a Delaware corporation (“GCI”), GUITAR CENTER STORES, INC., a Delaware corporation (“GCS”), and MUSICIAN’S FRIEND, INC., a Delaware corporation (“MFI”; and together with GCI and GCS, referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG GUITAR CENTER STORES, INC., GCSI ACQUISITION CORP., MUSIC & ARTS CENTER, INC. AND THE STOCKHOLDERS OF MUSIC & ARTS CENTER, INC. DATED AS OF FEBRUARY 8, 2005Agreement and Plan of Merger • February 11th, 2005 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 8, 2005 (this “Agreement”), is by and among Guitar Center Stores, Inc., a Delaware corporation (“Parent”), GCSI Acquisition Corp., a Maryland corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Music & Arts Center, Inc., a Maryland corporation (the “Company”), and the holders of the outstanding common stock of the Company, each of whom is listed on Annex I hereto (the “Stockholders”).
