Conversion Notice under Credit Agreement between UPS Capital Corporation and Guitar Center, Inc.

Summary

This document is a notice from UPS Capital Corporation, a lender, to Guitar Center, Inc., the lead borrower, under an existing Credit Agreement dated October 9, 2007. The notice states that UPS Capital Corporation wishes to convert its $20,000,000 Non-Extended Commitment into an Extended Commitment, as allowed by the terms of the Credit Agreement. The notice is accepted and signed by both parties on March 29, 2012.

EX-10.2 4 a12-8890_1ex10d2.htm EX-10.2

Exhibit 10.2

CONVERSION NOTICE

March 29, 2012

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.

Pursuant to Section 2.28 of the Credit Agreement, the undersigned Lender desires to convert its $20,000,000 Non-Extended Commitment into an Extended Commitment.

[ ] Check if Lender is a Reducing Lender.

		UPS CAPITAL CORPORATION, as
		Lender

		By:	/s/ William H. Talbot
		Name:	William H. Talbot
		Title:	Director of Portfolio

Accepted this 29th day
of March, 2012

GUITAR CENTER, INC., as Lead Borrower

By:	/s/ Michael Pendleton
Name:	Michael Pendleton
Title: VP & General Counsel