CONVERSION NOTICE March 29, 2012Credit Agreement • May 14th, 2012 • Guitar Center Holdings, Inc. • Retail-radio, tv & consumer electronics stores
Reference is made to the Credit Agreement dated as of October 9, 2007 (as modified, amended, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among, among others, Guitar Center, Inc. (the “Lead Borrower”), the guarantors party thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity the “Collateral Agent”, and collectively with the Administrative Agent, the “Agents”) for its own benefit and the benefit of the other Secured Parties. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
ABL ADDITIONAL COMMITMENT LENDER JOINDER AGREEMENTAbl Additional Commitment Lender Joinder Agreement • May 14th, 2012 • Guitar Center Holdings, Inc. • Retail-radio, tv & consumer electronics stores • New York
This ABL ADDITIONAL COMMITMENT LENDER JOINDER AGREEMENT (this “Joinder Agreement”) is made as of March 16, 2012, by and among GENERAL ELECTRIC CAPITAL CORPORATION (the “New Lender”), GUITAR CENTER, INC. (the “Lead Borrower”), GUITAR CENTER STORES, INC. and MUSICIAN’S FRIEND, INC. (together with the Lead Borrower, the “Borrowers”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 14th, 2012 • Guitar Center Holdings, Inc. • Retail-radio, tv & consumer electronics stores • New York
This First Supplemental Indenture and Guarantee, dated as of March 30, 2012 (this “Supplemental Indenture” or “Guarantee”), among WOODWIND & BRASSWIND, INC. (the “Guarantor”), Guitar Center, Inc. (together with its successors and assigns, the “Company”), each other then-existing Guarantor under the Indenture referred to below, and The Bank of New York Mellon Trust Company, N.A., as Trustee under such Indenture.
