Guitar Center Inc Sample Contracts

RECITALS
Stock Purchase Agreement • April 29th, 1997 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Georgia
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BY AND AMONG
Loan and Security Agreement • March 29th, 2000 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California
GUITAR CENTER, INC. UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • June 4th, 1998 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores
RECITALS:
Registration Rights Agreement • June 4th, 1999 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • October 18th, 1996 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California
INVESTMENT AGREEMENT
Investment Agreement • January 31st, 1997 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware
RECITALS:
Agreement and Plan of Merger • June 4th, 1999 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware
11% SENIOR NOTES DUE 2006
Indenture • April 23rd, 1997 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores
DRAFT]
Guitar Center Inc • February 20th, 1997 • Retail-radio, tv & consumer electronics stores • New York
CREDIT AGREEMENT
Credit Agreement • August 16th, 1999 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California
RECITALS:
Employment Agreement • August 16th, 1999 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Oregon
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Purchase Agreement and Escrow Instructions • January 31st, 1997 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California
DRAFT]
Guitar Center Inc • January 31st, 1997 • Retail-radio, tv & consumer electronics stores • New York
GUITAR CENTER, INC., as Issuer and BNY Western Trust Company as Trustee INDENTURE dated as of June 10, 2003
Indenture • March 10th, 2004 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • New York

INDENTURE dated as of June 10, 2003 between Guitar Center, Inc., a Delaware corporation (the "Company"), and BNY Western Trust Company, a banking corporation under the laws of the State of California, as Trustee (the "Trustee").

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among GUITAR CENTER, INC., and GUITAR CENTER STORES, INC., and MUSICIAN'S FRIEND, INC. and THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO RETAIL FINANCE, LLC as...
Loan and Security Agreement • March 27th, 2002 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement"), is entered into as of December 21, 2001, between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as arranger and administrative agent for the Lenders (in such capacity, together with its successors, if any, "Agent"), and FLEET RETAIL FINANCE INC., a Delaware corporation, formerly known as BankBoston Retail Finance Inc., as documentation agent for the Lenders (in such capacity, together with its successors, if any, "Documentation Agent"), with a place of business at 40 Broad Street, 10th Floor, Boston, Massachusetts 02110, and, on the other hand, GUITAR CENTER, INC., a Delaware corporation ("GCI"), GUITAR CENTER STORES, INC., a Delaware corpo

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CREDIT AGREEMENT
Credit Agreement • November 14th, 1997 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California
EXHIBIT 10.22 OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
Offer, Agreement and Escrow Instructions • January 31st, 1997 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Illinois
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2003 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California

This Agreement amends and restates that certain Second Amended and Restated Employment Agreement, dated as of July 1, 2001, between the Executive and the Company, which agreement amended and restated that certain Amended and Restated Employment Agreement, dated as of July 1, 1998, between the Executive and the Company, which agreement amended and restated that certain Employment Agreement, dated as of June 5, 1996, between the Executive and the Company’s predecessor, Guitar Center Management, Inc., as amended by Amendment No. 1 dated October 15, 1996 and Amendment No. 2 dated as of January 30, 1997 (as so amended, the “Original Agreement”). The Original Agreement was executed and delivered in connection with the closing of the Stock Purchase Agreement (the “Purchase Agreement”) dated June 5, 1996 (the “Commencement Date”) by and among the Company, Chase Venture Capital Associates, L.P., Wells Fargo Small Business Investment Company, Inc., Weston Presidio Capital II, L.P., and the secur

AMENDMENT NO. 3 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 3rd, 2004 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores

This AMENDMENT NO. 3 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of this 1st day of January, 2004, by and between Larry Thomas (“Executive”) and GUITAR CENTER, INC., a Delaware corporation (the “Company”).

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 3rd, 2005 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware

pursuant to the Agreement and not forfeited pursuant to the Forfeiture Restriction set forth in Section 3 of the Agreement.

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2003 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores

This AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Amendment") is entered into as of this 24th day of March, 2003, by and between Marty Albertson ("Executive") and GUITAR CENTER, INC. a Delaware corporation (the "Company").

EMPLOYMENT AGREEMENT
Employment Agreement • April 21st, 2005 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 15, 2005, between Music & Arts Center, Inc., a Maryland corporation (the “Company”), and Kenneth O’Brien (the “Executive”). This Agreement shall become effective as of the Effective Time as such term is defined in that certain Agreement and Plan of Merger, dated as of February 8, 2005, by and among Guitar Center Stores, Inc., a Delaware corporation (“GCSI”), GCSI Acquisition Corp., a Maryland corporation, the Company, the Executive and the other parties thereto (the “Merger Agreement”). Unless otherwise capitalized herein, defined terms used in this Agreement shall have the meanings ascribed to them in the Merger Agreement.

AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2003 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores

This AMENDMENT No. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of this 1st day of July, 2003, by and between Larry Thomas (“Executive”) and GUITAR CENTER, INC., a Delaware corporation (the “Company”).

AMENDMENT NO. 1 EMPLOYMENT AGREEMENT
Employment Agreement • October 18th, 1996 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores
EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • August 9th, 2006 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California

This EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is made and entered into effective as of April 29, 2006 (the “Commencement Date”), between [Guitar Center, Inc.][Musician’s Friend, Inc.][Guitar Center Stores, Inc.], a Delaware corporation (the “Company”), and (the “Executive”).

AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT
Stock Option Agreement • October 18th, 1996 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2002 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California

This Agreement amends and restates that certain Amended and Restated Employment Agreement, dated as of June 5, 1996 (the "Commencement Date"), between the Executive and the Company's predecessor, Guitar Center Management, Inc. (the "Original Agreement"). The Original Agreement was executed and delivered in connection with the closing of the Stock Purchase Agreement (the "Purchase Agreement") dated June 5, 1996, by and among the Company, Chase Venture Capital Associates, L.P., Wells Fargo Small Business Investment Company, Inc., Weston Presidio Capital II, L.P., and the security holder of the Company.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 10th, 2006 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware

This Agreement is made as of the day of 2004, by and between Guitar Center, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”), with reference to the following facts:

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