<PAGE>   1
                         AMENDMENT NUMBER ONE TO THIRD
                      AMENDED AND RESTATED LOAN AGREEMENT
                                        

        THIS AMENDMENT NUMBER ONE TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
(herein this "Amendment"), dated as of August 31, 1996, is entered into among
CENTRAL INSTALLMENT CREDIT CORPORATION, a California corporation ("Borrower")
and BANNER'S CENTRAL ELECTRIC, INC., a California corporation ("BCE"), on the
one hand, and, on the other hand, the financial institutions that are
signatories hereto (collectively referred to as the "Banks" and individually as
a "Bank"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent
(hereinafter, in such capacity, together with any successors thereto in such
capacity, referred to as the "Agent") for the Banks hereunder. This Amendment
is made with reference to that certain Third Amended and Restated Loan
Agreement dated as of June 24, 1996 among the Borrower, BCE, the Agent, and the
Banks (the "Loan Agreement"). This Amendment amends the Loan Agreement in the
manner and to the extent expressly set forth herein.

        1.      DEFINITIONS OF TERMS USED HEREIN. All terms defined in the Loan
Agreement, as amended hereby, and not otherwise defined herein, shall have the
meaning defined in the Loan Agreement, as amended hereby, when used herein.

        2.      AMENDMENTS.

                (a)     The definition of "Maturity Date" in Section 1.1 is 
        amended in full to read as follows:

                        "'MATURITY DATE' shall mean the earlier of (a) December
                31, 1996, and (b) such earlier date of termination if the entire
                Commitment is terminated pursuant to the terms of SECTION 2.11
                hereof."

        3.      CONDITIONS. This Amendment shall become effective (the
"Effective Date") when the following condition is satisfied or waived by the
parties to whose benefit such condition runs:

                a.      Each party hereto shall have signed and delivered to the
        Agent six original counterpart signatures (which may be provided by
        facsimile followed promptly by the executed original) to this Amendment.

        4.      REPRESENTATIONS AND WARRANTIES. In order to induce the Agent
and each Bank to enter into this Amendment, the Borrower and BCE each make the
following representations and warranties, which shall be true, correct, and
complete in all respects as of the Effective Date:

                a.      The Borrower and BCE each have all requisite corporate
        power to execute and deliver this Amendment.



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                (b)     This Amendment has been executed and delivered by the
        Borrower and BCE and constitutes the legal, valid, and binding
        obligations of the Borrower and BCE, enforceable against the Borrower
        and BCE in accordance with its terms, except as the enforceability
        hereof or thereof may be affected by: (i) bankruptcy, insolvency,
        reorganization, moratorium, or other similar laws affecting the
        enforcement of creditors' rights generally; (ii) the limitation of
        certain remedies by certain equitable principles of general
        applicability; and (iii) the fact that the rights to indemnification and
        thereunder or hereunder may be limited by federal or state securities
        laws.

                (c)     The execution, delivery, and performance by the Borrower
        and BCE of this Amendment does not and will not: (i) violate (A) any
        provision of any material federal (including the Exchange Act), state,
        or local law, rule, or regulation (including Regulations G, T, U, and X
        of the Federal Reserve Board) binding on Borrower or BCE, or (B) any
        order of any domestic governmental authority, court, arbitration board,
        or tribunal binding on the Borrower or BCE, or (C) the articles of
        incorporation or bylaws of the Borrower or BCE; or (ii) contravene any
        provisions of, result in a breach of, constitute (with the giving of
        notice or the lapse of time) a material default under, or result in the
        creation of any Lien (other than a Permitted Lien) upon any of the
        Assets of the Borrower or BCE pursuant to any Contractual Obligation of
        Borrower or BCE; or (iii) require termination of any Contractual
        Obligation of the Borrower or BCE.

                d.      No Event of Default or Unmatured Event of Default
        exists.

        5.      COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an
original. All of such counterparts, taken together, shall constitute but one
and the same Amendment.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first set forth above.


                                CENTRAL INSTALLMENT CREDIT CORPORATION


                                By: /s/  Gary Cypres
                                    ------------------------------------

                                Title: Chairman of the Board
                                       ---------------------------------


(signatures continue)

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                                        BANNER'S CENTRAL ELECTRIC, INC.
                                        a California corporation

                                        By:     /s/ GARY CYPRES
                                            ---------------------------------
                                        Title:  President & CEO
                                               ------------------------------


                                        BANK OF AMERICAN NATIONAL TRUST AND
                                        SAVINGS ASSOCIATION, as Agent

                                        By:     /s/ LAURA KNIGHT
                                            ---------------------------------
                                        Title:  Vice President
                                               ------------------------------


                                        BANK OF AMERICA NATIONAL TRUST AND
                                        SAVINGS ASSOCIATION, in its
                                        individual capacity as a Bank

                                        By:     /s/ DONALD C. FAR
                                            ---------------------------------
                                        Title:  Vice President
                                               ------------------------------


                                        SUMITOMO BANK OF CALIFORNIA,
                                        as a Bank

                                        By:     /s/ STEVEN SMITH
                                            ---------------------------------
                                        Title:  Vice President
                                               ------------------------------


                                        SANWA BANK CALIFORNIA, as a Bank

                                        By:     /s/ JOSEPH C. ARES
                                            ---------------------------------
                                        Title:  Vice President
                                               ------------------------------


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