EXCHANGE AGENT AGREEMENT
THIS EXCHANGE AGENT AGREEMENT (this "Agreement") is made and entered into
as of April 21, 1998, by and between Musicland Stores Corporation
("MSC"), a Delaware corporation, and its wholly-owned subsidiary, The Musicland
Group, Inc. ("MGI"), a Delware corporation (as to MSC and MGI, together, the
"Company"), and Bank One, N.A., a national banking association incorporated and
existing under the laws of the United States, as exchange agent ("Exchange
Agent").
RECITALS
The Company is making an offer to exchange (the "Exchange Offer") the
Series A 9 7/8% Senior Subordinated Notes due 2008 of MGI and associated
Guarantee of MSC (the "Outstanding Notes") for an equal principal amount of
Series B 9 7/8% Senior Subordinated Notes of MGI due 2008 and associated
Guarantee of MSC (the "Exchange Notes") upon the terms and subject to the
conditions set forth in the Company's Registration Statement on Form S-4
(Commission File No. 333-_________) and related final prospectus (the
"Prospectus");
The Exchange Offer will commence as soon as practicable after the Company's
Registration Statement on Form S-4 relating to the Exchange Offer is declared
effective under the Securities Act of 1933, as certified in writing to Exchange
Agent by the Company (the "Effective Time"); and
This Agreement shall be deemed to take effect at the Effective Time.
AGREEMENT
NOW, THEREFORE, Exchange Agent is hereby appointed by the Company, and
Exchange Agent hereby accepts such appointment and shall act as Exchange Agent
in connection with the Exchange Offer. In connection therewith, the undersigned
parties hereby agree as follows:
1. MAILING TO HOLDERS OF THE OUTSTANDING NOTES. Immediately upon receipt
of certification from the Company as to the Effective Time and copies of the
Prospectus, Letter of Transmittal and Notice of Guaranteed Delivery, Exchange
Agent will mail to each Holder (as defined in the Indenture) of any Outstanding
Notes (i) a Letter of Transmittal with instructions (including instructions for
completing a substitute Form W-9), substantially in the form attached hereto as
EXHIBIT A (the "Letter of Transmittal"), (ii) a Prospectus, (iii) a return
envelope for use in effecting the surrender of the Outstanding Notes in exchange
for the Exchange Notes and (iv) a Notice of Guaranteed Delivery attached hereto
as EXHIBIT B (the "Notice of Guaranteed Delivery").
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Copies of the Prospectus, Letter of Transmittal and Notice of Guaranteed
Delivery will be furnished to Exchange Agent by the Company in quantities agreed
to between Exchange Agent and the Company.
Exchange Agent, in its capacity as transfer agent and registrar of the
Outstanding Notes, possesses a list (including mailing addresses) of the Holders
of the Outstanding Notes.
2. ATOP REGISTRATION. As of the date hereof, the Exchange Agent shall
have established an account with The Depository Trust Company ("DTC") in its
name to facilitate book-entry tender of Outstanding Notes through DTC's
Automated Tender Offer Program.
3. RECEIPT OF LETTERS OF TRANSMITTAL AND RELATED ITEMS. From and after
the Effective Time, Exchange Agent is hereby authorized and directed to accept
(subject to withdrawal rights described in the Prospectus) (i) Letters of
Transmittal, duly executed in accordance with the instructions thereto (or a
manually signed facsimile thereof), and any requisite collateral documents from
Holders of the Outstanding Notes and (ii) surrendered Outstanding Notes to which
such Letters of Transmittal relate. Exchange Agent is authorized to request
from any person tendering Outstanding Notes such additional documents as
Exchange Agent or the Company deems appropriate.
4. DEFECTIVE OR DEFICIENT OUTSTANDING NOTES AND INSTRUMENTS. As soon as
practicable after receipt, Exchange Agent shall examine the Outstanding Notes,
the Letters of Transmittal and the other documents delivered to Exchange Agent
in connection with tenders of Outstanding Notes to ascertain whether (i) the
Letters of Transmittal are completed and executed in accordance with the
instructions set forth therein, (ii) the Outstanding Notes have otherwise been
properly tendered in accordance with the Prospectus and the Letters of
Transmittal and (iii) if applicable, the other documents (including the Notice
of Guaranteed Delivery) are properly completed and executed. If any Letter of
Transmittal or other document has been improperly completed or executed or the
Outstanding Notes accompanying such Letter of Transmittal are not in proper form
for transfer, or have been improperly tendered, or if some other irregularity in
connection with any tender of any Outstanding Notes exists, Exchange Agent shall
promptly report such information to the Company and, upon consultation with the
Company and its counsel, endeavor, subject to the terms and conditions of the
Exchange Offer, to cause such action to be taken as is necessary to correct such
irregularity. Determination of all questions as to the validity, form,
eligibility (including timeliness of receipt), acceptance and withdrawal of any
Outstanding Notes tendered or delivered shall be determined by the Company, it
its sole discretion. Notwithstanding the above, the Exchange Agent shall not be
under any duty to give notification of defects in such tenders and shall not
incur any liability for failure to give such notification. The Company reserves
the absolute right (i) to reject any or all tenders of any particular
Outstanding Notes determined by the Company not to be in proper form or the
acceptance or exchange of which may, in the opinion of Company counsel, be
unlawful and (ii) to waive any of the conditions of the Exchange Offer or any
defect or irregularity in the tender of any particular Outstanding Notes, and
the Company's interpretation of the terms and conditions of the Exchange Offer
(including the Letter of Transmittal and Notice of Guaranteed Delivery and the
instructions set forth therein) will be final and binding.
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5. REQUIREMENTS OF TENDERS. Tenders of Outstanding Notes shall be made
only as set forth in the Prospectus and the Letter of Transmittal, and
Outstanding Notes shall be considered properly tendered only when the conditions
set forth in subparagraphs:
(a) (i) a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof), with any required signature guarantee and
any other required documents, are received by the Exchange Agent at the address
set forth in the Letter of Transmittal and Outstanding Notes (in any integral
multiple of $1,000) are received by the Exchange Agent at its address or by
book-entry transfer through DTC's Automated Tender Offer Program into its
account at or prior to the Expiration Date or (ii) a properly completed and duly
executed Notice of Guaranteed Delivery substantially in the form provided by the
Company (by facsimile transmission, mail, telegram, or hand delivery), with an
appropriate guarantee of signature and delivery from an Eligible Guarantor
Institution within the meaning of Rule 17 Ad-15 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are received by the Exchange Agent
at or prior to the Expiration Date and the Letter of Transmittal (or a facsimile
thereof), together with the certificate(s) representing the Outstanding Notes in
proper form for transfer or a book-entry confirmation through DTC's Automated
Tender Offer Program, as the case may be, and any other required documents
required by the Letters of Transmittal are received by the Exchange Agent within
five (5) business days after the Expiration Date; and
(b) the adequacy of the items relating to Outstanding Notes, and the
Letters of Transmittal therefor and any Notice of Guaranteed Delivery and any
other required documents has been favorably passed upon by the Company.
Notwithstanding the provisions of the preceding subparagraph, Outstanding Notes
that the Company otherwise shall approve as having been properly tendered shall
be considered to be properly tendered for all purposes of the Exchange Offer.
6. CERTAIN DEFINITIONS. For purposes of this Agreement, an "Eligible
Guarantor Institution" within the meaning of Rule 17 Ad-15 under the Exchange
Act shall mean a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States; "business day"
shall mean a day upon which the New York Stock Exchange is open for trading; and
"Expiration Date" shall mean 5:00 p.m., New York City time, on _______________,
1998, unless the Exchange Offer is extended by the Company in its sole
discretion, in which case, the term "Expiration Date" shall mean the latest date
and time to which the Exchange Offer is extended.
7. EXCHANGE OF THE OUTSTANDING NOTES. Promptly after the Expiration Date,
upon surrender of the Outstanding Notes in accordance with the Letter of
Transmittal and Prospectus, Exchange Agent is hereby directed to deliver or
cause to be delivered as promptly as possible to the Holders of such surrendered
Outstanding Notes, in accordance with this Agreement and the terms of the
Exchange Offer, the amount of the Exchange Notes to which such Holders of the
Outstanding Notes are entitled. The principal amount of the Exchange Notes to
be delivered to a Holder shall equal the principal amount of the Outstanding
Notes surrendered.
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The Exchange Notes shall be mailed by Exchange Agent, in accordance with
the instructions contained in the Letter of Transmittal, by first class or
registered mail, and under coverage of Exchange Agent's blanket surety bond for
first class or registered mail losses protecting the Company from loss or
liability arising out of the non-receipt or non-delivery of such Exchange Notes
or the replacement thereof.
8. APPLICATION OF THE EXCHANGE NOTES. The Exchange Notes and any other
property (the "Property") to be deposited with, or received by Exchange Agent
from the Company as exchange agent constitute a special, segregated account,
held solely for the benefit of the Company and Holders tendering Outstanding
Notes, as their interests may appear, and the Property shall not be commingled
with the securities, money, assets or property of Exchange Agent or any other
person. Exchange Agent hereby waives any and all rights of lien (including
banker's lien), attachment or set-off whatsoever, if any, against the Property,
whether such rights arise by reason of statutory or common law, by contract or
otherwise except to the extent set forth in the Indenture with respect to the
Outstanding Notes and the Exchange Notes.
9. REQUESTS. On each business day after receipt of the first Letter of
Transmittal, and up to and including the Expiration Date, Exchange Agent shall
advise the Company (or such other persons as the Company may direct) by
telephone, not later than 5:00 p.m., Minneapolis, Minnesota time, of the
principal amount of the Outstanding Notes which have been duly tendered on such
day, stating separately (i) the principal amount of the Outstanding Notes
tendered pursuant to DTC's Automated Tender Offer Program, (ii) the principal
amount of the Outstanding Notes tendered about which Exchange Agent has
questions concerning validity, (iii) the number of Outstanding Notes tendered
and not withdrawn that are represented by certificates, (iv) the number of
Outstanding Notes tendered and not withdrawn that are represented by Notices of
Guaranteed Delivery and (v) the aggregate principal amount of the Outstanding
Notes tendered and not withdrawn through the time of such telephone call.
Promptly thereafter (by the next business day), Exchange Agent shall confirm
such advice in writing, to be transmitted by telecopier, overnight courier or
other special form of delivery. In addition, the Exchange Agent shall provide,
and cooperate in making available to the Company, such other information as it
may reasonably request upon written request made from time to time. The
Exchange Agent shall, without limitation, permit the Company, and such other
persons as it may reasonably request, access to those persons on the Exchange
Agent's staff who are responsible for receiving tenders of Outstanding Notes in
order to insure that, immediately prior to the Expiration Date, the Company
shall have received information in sufficient detail to enable it to decide
whether to extend the Expiration Date of the Exchange Offer.
10. RECORD KEEPING. Each Letter of Transmittal, Outstanding Note, Notice
of Guaranteed Delivery and any other documents received by the Exchange Agent in
connection with the Exchange Offer shall be stamped by the Exchange Agent to
show the date of the receipt (or if Outstanding Notes are tendered by book-entry
delivery, such form of record keeping of receipt as is customary for tenders
through DTC's Automated Tender Offer Program) and, if defective, the date and
time the last defect was waived by the Company or was cured. Each Letter of
Transmittal and Outstanding Note that is accepted by the Company shall be
retained in the Exchange Agent's possession until the Expiration Date. As
promptly as practicable
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thereafter, the Exchange Agent will deliver those items, together with all
properly tendered and canceled Outstanding Notes, to the Company, by certified
mail with proper insurance. If after the Expiration Date the Exchange Agent
receives any Letters of Transmittal (or functional equivalent thereof), the
Exchange Agent shall return the same together with all enclosures to the party
from whom such documents were received.
11. DISCREPANCIES IN THE AMOUNT OF THE OUTSTANDING NOTES OWNED. Exchange
Agent shall endeavor to reconcile any discrepancies between the amount of the
Outstanding Notes, claimed to be owned by a surrendering Holder of the
Outstanding Notes and the amount of the Outstanding Notes indicated on the books
of the Transfer Agent as of the "record date" (as defined in the section of the
Prospectus captioned "The Exchange Offer"). If, based upon reliable
documentation, Exchange Agent determines that the Outstanding Notes with respect
to which such discrepancy exists are valid Outstanding Notes, then Exchange
Agent shall deliver the Exchange Notes provided for herein to the holder
surrendering such Outstanding Notes. In case of any questions about whether the
Outstanding Notes are valid Outstanding Notes, Exchange Agent shall be entitled
to receive instructions from the Company and proceed based upon such
instructions.
12. OUTSTANDING NOTES AND OTHER NAMES. If an Exchange Note is to be
registered in a name other than that of the record Holder of surrendered
Outstanding Notes, conditions to the issuance thereof shall be (i) that the
Outstanding Note so surrendered shall be properly endorsed and otherwise in
proper form for transfer and that the person requesting such exchange shall pay
to Exchange Agent any transfer or other taxes required by reason of the
registration of such Exchange Note in any name other than that of the Holder of
the Outstanding Note surrendered, or otherwise required, or shall establish to
Exchange Agent's satisfaction that such tax has been paid or is not payable and
(ii) that the record Holder deliver such other documents and instruments as
Company counsel or Exchange Agent shall require.
If the Letter of Transmittal is signed by a person other than the
registered Holder of the tendered Outstanding Note or the Exchange Note is to be
issued (or any untendered principal amount of the Outstanding Note is to be
reissued) to a person other than the registered Holder of the tendered
Outstanding Note, the registered Holder must either properly endorse the
Outstanding Note tendered or transmit a properly completed separate bond power
guaranteed by an Eligible Guarantor Institution, and such Outstanding Note must
otherwise be in proper form for transfer. In addition, such registered Holder
and/or such other person shall deliver such other documents and instruments as
Company counsel or Exchange Agent shall require, in which case the Exchange Note
shall be mailed to such assignee or transferee at the address so required.
13. PARTIAL TENDERS. If, pursuant to the Exchange Offer, less than all of
the principal amount of any Outstanding Notes submitted to Exchange Agent is to
be tendered, Exchange Agent shall, promptly after the Expiration Date, cause a
new Outstanding Note for the principal amount not being tendered to be returned
to, or in accordance with the instruction of, each Holder who has made a partial
tender of Outstanding Notes.
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14. WITHDRAWALS. A tendering Holder may withdraw tendered Outstanding
Notes as set forth in the Prospectus, in which event Exchange Agent shall, as
promptly as practicable after proper notification of such withdrawal, return
such Outstanding Notes to, or in accordance with the instructions of, such
Holder and such Outstanding Notes shall no longer be considered properly
tendered. All questions as to the form and validity of notices of withdrawal,
including timeliness of receipt, shall be determined by the Company, in its sole
discretion, which determination shall be final and binding. A withdrawal of
tender of Outstanding Notes may not be rescinded and any Outstanding Notes
withdrawn will thereafter be deemed not validly tendered for purposes of the
Exchange Offer, provided, however, that withdrawn Outstanding Notes may be
retendered at any time on or prior to the Expiration Date.
15. REJECTION OF TENDERS. If, pursuant to the Exchange Offer, the Company
does not accept for exchange any of the Outstanding Notes tendered by a Holder
of Outstanding Notes, Exchange Agent shall, promptly after the Expiration Date,
cause the Outstanding Notes not accepted to be returned to, or in accordance
with the instructions of, such Holder of Outstanding Notes.
16. CANCELLATION OF EXCHANGED OUTSTANDING NOTES. Exchange Agent is
authorized and directed to cancel all Outstanding Notes received by Exchange
Agent upon delivering the Exchange Notes to tendering holders of the Outstanding
Notes as provided herein. Exchange Agent shall maintain a record as to which
Outstanding Notes have been exchanged and cancelled and shall deliver the same
to the registrar and transfer agent for the Outstanding Notes and the Exchange
Notes.
17. REQUESTS FOR INFORMATION. Exchange Agent shall accept and comply with
telephone and mail requests from Holders or persons acting on behalf of Holders
for information concerning the proper surrender of the Outstanding Notes. Upon
request, Exchange Agent shall furnish copies of the Prospectus, any supplements
to the Prospectus, the Letter of Transmittal and the other materials referred to
in the Prospectus as being available to holders of Outstanding Notes. The
Company will supply Exchange Agent with copies of such documents upon request by
Exchange Agent. Notwithstanding anything herein to the contrary, the Exchange
Agent is not authorized to offer any concessions or to pay any commissions to
any brokers, dealers, banks or other persons or to engage or to utilize any
persons to solicit tenders.
18. TAX MATTERS. Exchange Agent shall comply with applicable requirements
of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder in connection with the Exchange Offer and shall file with
the Internal Revenue Service all reports and other information required to be
filed with the Internal Revenue Service in connection with the Exchange Offer,
provided, however, that if Exchange Agent has questions with respect to any such
information, it shall so notify, and request direction from, the Company.
19. REPORTS. Within 5 days after the Expiration Date, Exchange Agent
shall furnish the Company a final report detailing the receipt and cancellation
of Outstanding Notes and the issuance of the Exchange Notes.
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20. FEES. For Exchange Agent's services as exchange agent hereunder, the
Company will pay Exchange Agent $100 per Letter of Transmittal mailed by the
Exchange Agent pursuant to Section 1 hereof, plus reasonable out-of-pocket
expenses, including reasonable counsel fees and disbursements.
21. MISCELLANEOUS. As exchange agent hereunder, Exchange Agent:
a. shall have no duties or obligations other than those specifically
set forth in this Agreement;
b. will make no representation and will have no responsibility as to
the validity, value or genuineness of the Exchange Offer and shall not make
any recommendation as to whether a Holder of Outstanding Notes should or
should not tender its Outstanding Notes;
c. shall not be obligated to take any legal action hereunder which
might by Exchange Agent's reasonable judgment involve any expense or
liability unless Exchange Agent shall have been furnished with reasonable
indemnity;
d. may rely on and shall be protected in acting in good faith upon
any certificate, instrument, opinion, notice, instruction, letter, telegram
or other document, or any security, delivered to Exchange Agent and
believed by Exchange Agent to be genuine and to have been signed by the
proper party or parties;
e. may rely on and shall be protected in acting in good faith upon
the written instructions of the Chief Financial Officer, President, or Vice
President/General Counsel of the Company, or such other employees and
representatives as the Company may hereafter designate in writing;
f. shall not be liable for any claim, loss, liability or expense,
incurred without Exchange Agent's negligence or willful misconduct, arising
out of or in connection with the administration of Exchange Agent's duties
hereunder;
g. may consult with counsel reasonably satisfactory to the Company,
and the opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by
Exchange Agent hereunder in good faith and in accordance with the opinion
of such counsel; and
h. shall follow and act upon such instructions in connection with
the Exchange Offer which may be given to Exchange Agent by the Company,
counsel for the Company or such other persons as the Company may authorize.
22. INDEMNIFICATION. THE COMPANY CONVENANTS AND AGREES TO REIMBURSE,
INDEMNIFY AND HOLD EXCHANGE AGENT HARMLESS AGAINST ANY COSTS, EXPENSES
(INCLUDING REASONABLE EXPENSES OF EXCHANGE AGENT'S LEGAL
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COUNSEL), LOSSES OR DAMAGE WHICH, WITHOUT NEGLIGENCE, WILLFUL MISCONDUCT OR BAD
FAITH ON EXCHANGE AGENT'S PART OR ARISING OUT OF OR ATTRIBUTABLE THERETO, MAY BE
PAID, INCURRED OR SUFFERED BY EXCHANGE AGENT, OR TO WHICH EXCHANGE AGENT MAY
BECOME SUBJECT BY REASON OF OR AS A RESULT OF: (I) THE ADMINISTRATION OF
EXCHANGE AGENT'S DUTIES HEREUNDER, INCLUDING ANY CLAIMS AGAINST EXCHANGE AGENT
BY ANY HOLDER TENDERING OUTSTANDING NOTES FOR EXCHANGE, OR (II) BY REASON OF OR
AS A RESULT OF EXCHANGE AGENT'S COMPLIANCE WITH THE INSTRUCTIONS SET FORTH
HEREIN OR WITH ANY WRITTEN OR ORAL INSTRUCTIONS DELIVERED TO EXCHANGE AGENT
PURSUANT HERETO. The Company shall be entitled to participate at its own
expense in the defense, and if the Company so elects at any time after receipt
of such notice, the Company shall assume the defense of any suit brought to
enforce any such claim. In the event that the Company assumes the defense of
any such suit, the Company shall not be liable for the fees and expenses
thereafter accruing of any counsel retained by Exchange Agent, unless in the
reasonable judgment of the Company's counsel it is advisable for Exchange Agent
to be represented by separate counsel. In no case shall the Company be liable
under this indemnity with respect to any claim or action against Exchange Agent
unless the Company shall be promptly notified by Exchange Agent, by letter or by
facsimile confirmed by letter, of the written assertion of a claim or shall have
been served with a summons or other first legal process giving information as to
the nature and basis of an action, but failure so to promptly notify the Company
shall not relieve the Company from any liability which it may have otherwise
than on account of this indemnity, except to the extent the Company is
materially prejudiced or forfeits substantial rights and defenses by reason of
such failure.
23. APPLICABLE LAW. This Agreement and appointment of Exchange Agent as
exchange agent shall be construed and enforced in accordance with the laws of
the State of Minnesota and shall inure to the benefit of, and the obligations
created hereby shall be binding upon, the successor and assigns of the parties
hereto.
24. NOTICES. Notices or demands authorized by this Agreement to be given
or made by Exchange Agent or by a holder of the Outstanding Notes to or on the
Company shall be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with Exchange
Agent) as follows:
Musicland Stores Corporation
10400 Yellow Circle Drive
Minnetonka, MN 55343
Attn: Heidi Hoard, Vice President and
General Counsel
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With copy to:
Moss & Barnett
4800 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
Attn: Janna R. Severance
Any notice or demand authorized by this Agreement to be given or made by
the Company or by a holder of the Outstanding Notes to or in Exchange Agent
shall be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address if filed in writing with the Company)
as follows:
Bank One, N.A.
235 West Schrock Road
Westerville, Ohio 43271-0184
Attention: Ms. Lora Marsch
Corporate Trust Operations
With copy to:
Bank One, N.A.
100 East Broad Street
Columbus, Ohio 43271-0181
Attention: Mr. Joseph C. Ludes
Corporate Trust Administration
Any notice or demand authorized by this Agreement to be given or made by
the Company or Exchange Agent to or on a holder of the Outstanding Notes shall
be sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the Company's
books.
25. CHANGE OF EXCHANGE AGENT. Exchange Agent may resign and be
discharged from its duties under this Agreement by giving to the Company
thirty days prior written notice, by first-class mail, postage prepaid,
specifying a date when such resignation shall take effect. If Exchange Agent
resigns or becomes incapable of acting as exchange agent and the Company
fails to appoint a new exchange agent within a period of 30 days after it has
been notified in writing of such resignation or incapacity by Exchange Agent,
the Company shall become the exchange agent and any Holder of the Outstanding
Notes may apply to any court of competent jurisdiction for the appointment of
a successor to Exchange Agent. Pending the appointment of a successor to
Exchange Agent, either by the Company or by such a court, the duties of the
exchange agent shall be carried out by the Company. After appointment, the
successor exchange agent shall be vested with the same powers, rights, duties
and responsibilities as if it had been originally name as exchange agent
without the further act or deed; but the Exchange Agent shall
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deliver and transfer to the successor exchange agent any property at the time
held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.
26. TERM. This Agreement shall terminate, except for Section 22 hereof,
30 days after the Expiration Date; provided, however, that the term of this
Agreement may be extended at the request of the Company and the agreement of
Exchange Agent. Any portion of the Exchange Notes which remain undistributed to
the holders of the Outstanding Notes after the expiration of this Agreement
shall be marked, canceled and delivered to the Company upon demand, and any
holders of unsurrendered Outstanding Notes shall thereafter have no right to
exchange their Outstanding Notes for Exchange Notes.
27. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, and such counterparts together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and Exchange Agent have caused this Agreement
to be signed by their respective officers thereunto authorized as of the date
first written above.
MUSICLAND STORES CORPORATION
By: /s/
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Name:
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Title:
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THE MUSICLAND GROUP, INC.
By: /s/
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Name:
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Title:
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BANK ONE, N.A.
By: /s/
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Name:
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Title:
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