ASSIGNS, WHETHER KNOWN
OR UNKNOWN, AT LAW OR IN EQUITY, FROM THE BEGINNING OF THE WORLD THROUGH THIS
DATE AND THROUGH THE TIME OF EXECUTION OF THIS THIRD AMENDMENT, ALL OF THEM ARE
HEREBY EXPRESSLY WAIVED, AND THE BORROWERS HEREBY RELEASE THE AGENTS, THE
LENDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS,
REPRESENTATIVES, PREDECESSORS, SUCCESSORS, AND ASSIGNS FROM ANY LIABILITY
THEREFOR.
PART 3.
MISCELLANEOUS:
1.
CAPITALIZED TERMS USED IN THIS THIRD AMENDMENT WHICH ARE DEFINED
IN THE LOAN AGREEMENT ARE USED AS SO DEFINED.
2.
THIS THIRD AMENDMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AGREEMENT.
3.
THIS THIRD AMENDMENT EXPRESSES THE ENTIRE UNDERSTANDING OF THE
PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY.
NO PRIOR
NEGOTIATIONS OR DISCUSSIONS SHALL LIMIT, MODIFY, OR OTHERWISE AFFECT THE
PROVISIONS HEREOF.
4.
ANY DETERMINATION THAT ANY PROVISION OF THIS THIRD AMENDMENT OR
ANY APPLICATION HEREOF IS INVALID, ILLEGAL, OR UNENFORCEABLE IN ANY RESPECT AND
IN ANY INSTANCE SHALL NOT AFFECT THE VALIDITY, LEGALITY, OR ENFORCEABILITY OF
SUCH PROVISION IN ANY OTHER INSTANCE, OR THE VALIDITY, LEGALITY, OR
ENFORCEABILITY OF ANY OTHER PROVISIONS OF THIS THIRD AMENDMENT.
5.
IN CONNECTION WITH THE INTERPRETATION OF THIS THIRD AMENDMENT AND
ALL OTHER DOCUMENTS, INSTRUMENTS, AND AGREEMENTS INCIDENTAL HERETO:
A.
ALL RIGHTS AND OBLIGATIONS HEREUNDER
AND THEREUNDER, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
CALIFORNIA AND ARE INTENDED TO TAKE EFFECT AS SEALED INSTRUMENTS.
B.
THE CAPTIONS OF THIS THIRD AMENDMENT ARE
FOR CONVENIENCE PURPOSES ONLY, AND SHALL NOT BE USED IN CONSTRUING THE INTENT OF
THE AGENTS, THE LENDERS, AND THE BORROWERS UNDER THIS THIRD AMENDMENT.
C.
IN THE EVENT OF ANY INCONSISTENCY
BETWEEN THE PROVISIONS OF THIS THIRD AMENDMENT AND ANY OF THE OTHER LOAN
DOCUMENTS OR OTHER AGREEMENTS ENTERED INTO BY AND BETWEEN THE AGENTS, THE
LENDERS, AND THE BORROWERS, THE PROVISIONS OF THIS THIRD AMENDMENT SHALL GOVERN
AND CONTROL.
D.
THE AGENTS, THE LENDERS, AND THE
BORROWERS HAVE PREPARED THIS THIRD AMENDMENT AND ALL DOCUMENTS, INSTRUMENTS, AND
AGREEMENTS INCIDENTAL HERETO WITH THE AID AND ASSISTANCE OF THEIR RESPECTIVE
COUNSEL.
ACCORDINGLY, ALL OF THEM SHALL BE DEEMED TO HAVE BEEN DRAFTED MUTUALLY
BY THE AGENTS, THE LENDERS, AND THE BORROWERS AND SHALL NOT BE CONSTRUED AGAINST
ANY PARTY.
E.
UPON THE EXECUTION OF THIS THIRD
AMENDMENT, THE BORROWERS SHALL REIMBURSE THE AGENT AND THE LENDERS FOR ALL
REASONABLE COSTS, EXPENSES, AND ATTORNEYS' FEES INCURRED IN CONNECTION WITH THE
NEGOTIATION AND PREPARATION OF THIS THIRD AMENDMENT, AND ALL DOCUMENTS,
INSTRUMENTS, AND AGREEMENTS INCIDENTAL HERETO.
THE AGENT IS HEREBY AUTHORIZED
TO MAKE AN ADVANCE FOR THE PURPOSE OF EFFECTING THE FOREGOING REIMBURSEMENT.
Signatures
follow
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
executed and delivered as of the date set forth above.
GUITAR CENTER, INC.,
a Delaware corporation
By:
/s/ Bruce L. Ross
Title:
Executive Vice