Exhibit 10.1


 


FIRST AMENDMENT TO LEASE


 


THIS FIRST AMENDMENT TO LEASE (the “First
Amendment”) is made and entered into as of this              
day of                             ,
2005, by and between BROWNSBURG MUSIC LLC, an Ohio limited liability company (“Landlord”),
and GUITAR CENTER STORES, INC., a Delaware corporation (“Tenant”).


 


R E C I T A L
S:


 


A.                                   Landlord and Tenant
are parties to that certain Lease Agreement dated as of August 15, 2001,
originally entered into by and between Eaglepoint Partners Two, LLC, as
landlord, and Tenant, as tenant (the “Lease”), pursuant to which Landlord (as
successor in interest to Eaglepoint Partners Two, LLC) leases to Tenant the
Premises (this and all other capitalized terms used in this First Amendment and
not otherwise defined in this First Amendment shall have the meanings ascribed
to such terms in the Lease).


 


B.                                     By letter dated March 8,
2005, Tenant exercised its Expansion Right.


 


C.                                     In connection with the Expansion, Landlord and
Tenant have agreed to amend the Lease in certain respects as set forth in this
First Amendment.


 


A G R E E M E
N T S:


 


In consideration of the foregoing Recitals
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant agree as follows:


 


1.                                       AMENDMENTS.  Landlord acknowledges that Tenant has
exercised its Expansion Right and that the Premises shall be expanded as
provided in Section 33 of the Lease, subject, however, to the following
amendments to said Section:


 


(a)                                  The Expansion shall
be comprised of an approximately 267,900 square foot expansion of the
Improvements and will require the acquisition by Landlord of additional land as
part of the Project Costs consisting of approximately 3.63 acres (the “Additional
Land”).


 


(b)                                 Landlord and Tenant
acknowledge that they have agreed upon the Expansion Preliminary Plans, a copy
of which is attached hereto as Exhibit A, and that Landlord shall cause
the Expansion Plans and Specifications to be completed and submitted to Tenant
for approval as promptly as practicable, it being acknowledged that Landlord
and Tenant are currently working with Lauth Construction to complete the
Expansion Plans and Specifications.


 


(c)                                  The Expansion Initial
Annual Basic Rent shall be the product of the Project Costs times the interest
rate on 10-year United States Treasury Notes at the time of Substantial
Completion of the Expansion plus five hundred eighty-five (585) basis points.


 





















 


(d)                                 The initial Project
Costs shall not include any land acquisition costs except in connection with
the Additional Land, nor any prepayment fees in respect of Landlord’s existing
mortgage loan on the Premises (the “Existing Mortgage”), but shall include the
reasonable and customary financing costs (as defined in clause (iii) of
the definition of Project Costs) associated with Landlord’s construction loan
for the Expansion.  At any time from and
after January 1, 2008, Landlord shall have the right in its sole
discretion to refinance the construction loan (which shall have no prepayment
fee) and the Existing Mortgage (the “Refinancing”).  Upon closing of the Refinancing, Landlord and
Tenant agree that the Expansion Initial Annual Basic Rent shall be recalculated
based upon the formula set forth in Paragraph (c), above, to include actual
financing costs (as defined in clause (iii) of the definition of Project
Costs), including, without limitation, the actual prepayment premium in respect
of the Existing Mortgage.


 


(e)                                  The Expansion Initial
Annual Basic Rent shall be fixed for the first sixty (60) months following
Substantial Completion of the Expansion and shall then increase by twelve
percent (12%) for the remaining eighty-four (84) months of the initial Term of
the Lease.


 


(f)                                    The initial Term of
the Lease shall be extended for twelve (12) years beginning with Substantial
Completion of the Expansion so that the term of the Expansion and the initial
Term of the Lease are coterminous.  Basic
Rent attributable to the original 505,250 square feet shall increase as
provided in Exhibit C of the Lease on July 1, 2007, and shall
increase by an additional twelve percent (12%) on July 1, 2012.  The Basic Rent shall remain fixed after July 1,
2012 through the end of the initial Term (as extended hereby).


 


(g)                                 The Extension Term
provided in Section 32 of the Lease shall commence immediately following
the twelve (12) year period following Substantial Completion of the Expansion,
provided that the Extension Option is exercised by Tenant in accordance with Section 32
of the Lease.


 


2.                                       NO FURTHER
MODIFICATIONS.  Landlord and Tenant
agree that except as modified by this First Amendment, the Lease remains
unmodified and in full force and effect.


 


3.                                       BINDING
EFFECT.  This First Amendment shall
be binding upon and inure to the benefit of the parties hereto and their
successors and permitted assigns.


 


4.                                       COUNTERPARTS.  This First Amendment may be executed in one
or more counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same instrument.


 


(signatures on following page)


 


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IN WITNESS WHEREOF, the parties have executed
this First Amendment on the day and year first above written.


 


	
   

  	
  BROWNSBURG MUSIC LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Mid-America Management Corporation,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Mark S. Misencik, President

  
	
   

  	
   

  
	
   

  	
  “LANDLORD”

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUITAR CENTER STORES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “TENANT”

  	
   

  
							



 


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