0001193125-04-053863 Sample Contracts

FIRST AMENDMENT AND WAIVER
First Amendment and Waiver • March 30th, 2004 • Muzak Holdings Finance Corp • Services-business services, nec • New York

FIRST AMENDMENT AND WAIVER, dated as of March 9, 2004 (“First Amendment”), to the Credit Agreement dated as of May 20, 2003 (the “Credit Agreement”), among MUZAK HOLDINGS LLC (“Holdings”), MUZAK LLC as Borrower (the “Borrower”), the lenders from time to time parties thereto (the “Lenders”), BEAR, STEARNS & CO. INC. and LEHMAN BROTHERS INC., as Joint Lead Arrangers, LEHMAN COMMERCIAL PAPER INC. and FLEET NATIONAL BANK, as Co-Syndication Agents, GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent and BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent (“Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

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AMENDMENT No. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 30th, 2004 • Muzak Holdings Finance Corp • Services-business services, nec

This Amendment No. 1 to Amended and Restated Executive Employment Agreement (“Amendment”) is made as of this 5th day of March 2004, by and among Muzak Holdings LLC, a Delaware limited liability company (“Holdings LLC”), Muzak LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings LLC (the “Company”), and William A. Boyd (“Executive”).

WAIVER AND CONSENT
Waiver and Consent • March 30th, 2004 • Muzak Holdings Finance Corp • Services-business services, nec

WAIVER AND CONSENT, dated as of February 25, 2004 (“Waiver and Consent”), to the Credit Agreement dated as of May 20, 2003 (the “Credit Agreement”), among MUZAK HOLDINGS LLC (“Holdings”), MUZAK LLC as Borrower (the “Borrower”), the lenders from time to time parties thereto (the “Lenders”), BEAR, STEARNS & CO. INC. and LEHMAN BROTHERS INC., as Joint Lead Arrangers, LEHMAN COMMERCIAL PAPER INC. and FLEET NATIONAL BANK, as Co-Syndication Agents, GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent and BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent (“Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

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