0001104659-12-036840 Sample Contracts

CONVERSION NOTICE March 29, 2012

Guitar Center Holdings, Inc. • May 14th, 2012 • Retail-radio, tv & consumer electronics stores

• Company
  Guitar Center Holdings, Inc.
• Filed
  May 14th, 2012
• Industry
  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 AGREEMENT

Lender Joinder Agreement • May 14th, 2012 • Guitar Center Holdings, Inc. • Retail-radio, tv & consumer electronics stores • New York

• Contract Type
  Lender Joinder Agreement
• Filed
  May 14th, 2012
• Company
  Guitar Center Holdings, Inc.
• Industry
  Retail-radio, tv & consumer electronics stores
• Jurisdiction
  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 INDENTURE

First Supplemental Indenture • May 14th, 2012 • Guitar Center Holdings, Inc. • Retail-radio, tv & consumer electronics stores • New York

• Contract Type
  First Supplemental Indenture
• Filed
  May 14th, 2012
• Company
  Guitar Center Holdings, Inc.
• Industry
  Retail-radio, tv & consumer electronics stores
• Jurisdiction
  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.