0001193125-04-197468 Sample Contracts

FIRST AMENDMENT
First Amendment • November 15th, 2004 • Muzak Finance Corp • Services-business services, nec • New York

FIRST AMENDMENT, dated as of November 9, 2004 (“First Amendment”), to the Amended and Restated Credit Agreement dated as of May 10, 2004 (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 and Joint Bookrunners, LEHMAN COMMERCIAL PAPER INC., FLEET NATIONAL BANK and GECC CAPITAL MARKETS GROUP, INC., as Co-Syndication Agents, GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Documentation Agent and Collateral 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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