Exhibit 10.36

SECOND AMENDMENT TO  LOAN AND SECURITY AGREEMENT

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Second Amendment") entered into as of this 5th day of
December, 2003, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter
each individually as a "Lender" and collectively as the "Lenders"),WELLS FARGO
RETAIL FINANCE, LLC,a Delaware limited liability company, as the arranger and administrative agent for the Lenders ("Agent"),
and, on the other hand, GUITAR CENTER, INC., a Delaware corporation ("GCI"),GUITAR CENTER
STORES, INC.,a Delaware corporation ("GCS"), andMUSICIAN'S
FRIEND, INC.,a Delaware corporation ("MFI"; together with GCI and GCS, are referred to hereinafter each individually as
a "Borrower", and individually and collectively, jointly and severally, as the "Borrowers"), with
reference to the following:

RECITALS

WHEREAS, Borrowers and the Lender Group are party to that certain Second Amended and Restated Loan and Security Agreement, dated as of
December 21, 2001, as amended by that certain Consent and Amendment dated June 9, 2003 (as the same may be further amended, restated, supplemented, or otherwise modified from time to
time, including hereby, the "Loan Agreement"), pursuant to which the Lenders have made certain loans and financial accommodations to Borrowers;

WHEREAS, Borrowers have requested certain amendments to the Loan Agreement;

WHEREAS, each Lender has agreed, subject to and in accordance with the terms and conditions set forth herein, to amend the Loan Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and upon the terms and
conditions set forth herein, the parties hereby agree as follows:



1.1Relation to Loan Agreement.This Second Amendment constitutes an integral
part of
the Loan Agreement and shall be deemed to be a Loan Document for all purposes. Upon the effectiveness of this Second Amendment, on and after the date hereof each reference in the Loan Agreement to
"this Agreement," "hereunder," "hereof," or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to "the Loan Agreement," "thereunder," "thereof" or
words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as amended hereby.

1.2Capitalized Terms.For all purposes of this Second Amendment, capitalized
terms used
herein without definition shall have the meanings specified in the Loan Agreement.



2.1Amendments to
Section 1.1.Section 1.1of the Loan Agreement is hereby amended by:



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|Excess Availability                                            |  | Applicable Unused Line Multiple
|-------------------------------------------------------------- |  | -------------------------------
|Greater than $20,000,000                                       |  | 0.25 percentage points         
|Less than or equal to $20,000,000 and
greater than $10,000,000 |  | 0.25 percentage points         
|Less than or equal to $10,000,000                              |  | 0.375 percentage points        



(c)   Deleting
the definitions of "Applicable Base Rate Margin", "Applicable LIBOR Rate Margin", "Applicable Prepayment Premium", "Maximum Facility Amount", "Permitted
Acquisition", and "Permitted Investments" in their entirety and replacing them with the following new definitions:



|Excess Availability                                            |  | Applicable Base Rate Margin
|-------------------------------------------------------------- |  | ---------------------------
|Greater than $20,000,000                                       |  | 0.00 percentage points     
|Less than or equal to $20,000,000 and
greater than $10,000,000 |  | 0.00 percentage points     
|Less than or equal to $10,000,000                              |  | 0.25 percentage points     



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|Excess Availability                                            |  | Applicable LIBOR Rate Margin
|-------------------------------------------------------------- |  | ----------------------------
|Greater than $20,000,000                                       |  | 1.50 percentage points      
|Less than or equal to $20,000,000 and
greater than $10,000,000 |  | 1.75 percentage points      
|Less than or equal to $10,000,000                              |  | 2.00 percentage points      



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(d)   Deletingsubsection (c)of the definition of "Eligible Inventory" and replacing it in its entirety with the following:



2.2Amendment to definition of Eligible Inventory.The definition of Eligible
Inventory
is amended by deleting all references to "cost" and replacing each such reference with "Cost".

2.3Amendment to Sections 1.1 and 2.12.Sections 1.1 and
2.12of the Loan Agreement are hereby amended by deleting all references to "issuing bank" and replacing each such reference with "Issuing Bank".

2.4Amendment to
Section 2.1(a).Section 2.1(a)of the Loan Agreement is hereby amended by deleting Section 2.1(a)in its entirety and replacing it with the following:



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2.5Amendment to
Section 2.1(b).Section 2.1(b)of the Loan Agreement is hereby amended by deleting Section 2.1(b)in its entirety and replacing it with the following:



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2.6Amendment to
Section 2.6(a).Section 2.6(a)of the Loan Agreement is hereby amended by deleting Section 2.6(a)in its entirety and replacing it with the following:



2.7Amendment to
Section 2.6(b).Section 2.6(b)of the Loan Agreement is hereby amended by deleting
Section 2.6(b) in its entirety and replacing it with the following:



2.8Amendment to
Section 2.11(b).Section 2.11(b)of the Loan Agreement is hereby amended by deleting Section 2.11(b)in its entirety and replacing it with the following:



2.9Amendment to
Section 2.11(c).Section 2.11(c)of the Loan Agreement is hereby amended by deleting Section 2.11(c)in its entirety and replacing it with the following:



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2.10Amendment to
Section 3.4.Section 3.4of the Loan Agreement is hereby amended by deleting Section 3.4in its entirety and replacing it with the following:



2.11Amendment to
Section 6.2(b).Section 6.2(b)of the Loan Agreement is hereby amended by deleting Section 6.2(b)in its entirety and replacing it with the following:



2.12Amendment to
Section 6.3(a).Section 6.3(a)of the Loan Agreement is hereby amended by deleting Section 6.3(a)in its entirety and replacing it with the following:



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2.13Amendment to
Section 6.3(b)(v).Section 6.3(b)(v)of the Loan Agreement is hereby amended by deleting Section 6.3(b)(v)in its entirety and replacing it with the following:



2.14Amendment to
Section 6.9(b).Section 6.9(b)of the Loan Agreement is hereby amended by deleting Section 6.9(b)in its entirety and replacing it with the following:



2.15Amendment to Section 7.1(d), (e), and (f).Sections
7.1(d), (e), and (f)of the Loan Agreement are hereby amended by deletingSections 7.1(d), (e), and (f)in their entirety and
replacing them with the following:



2.16Amendment to
Section 7.8(c).Section 7.8(c)of the Loan Agreement is hereby amended by deleting Section 7.8(c)in its entirety and replacing it with the following:



2.17Amendment to
Section 7.11.Section 7.11of the Loan Agreement is hereby amended by deleting Section 7.11in its entirety and replacing it with the following:



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2.18Amendment to
Section 7.14.Section 7.14of the Loan Agreement is hereby amended by deleting Section 7.14in its entirety and replacing it with the following:



2.19Amendment to
Section 7.20.Section 7.20of the Loan Agreement is hereby amended by deleting Section 7.20in its entirety and replacing it with the following:



2.20Amendment to
Section 7.22.Section 7.22of the Loan Agreement is hereby amended by deleting Section 7.22in its entirety and replacing it with the following:



2.21Amendment to
Section 14.1(a).Section 14.1(a)of the Loan Agreement is hereby amended by deleting Section 14.1(a)in its entirety and replacing it with the following:



2.22Amendment to
Schedule C-1.Schedule C-1to the Loan Agreement is hereby amended by
deleting it in its entirety and replacing it with the newSchedule C-1attached as Schedule C-1hereto.

2.23Amendment to
Exhibit B-1.Exhibit B-1to the Loan Agreement is hereby amended by deleting
it in its entirety and replacing it with the newExhibit B-1attached as Exhibit B-1hereto.

2.24Amendment to
Exhibit C-2.Exhibit C-2to the Loan Agreement is hereby amended by deleting
it in its entirety and replacing it with the newExhibit C-2attached as Exhibit C-2hereto.

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3.1Representations.



4.1Conditions to Effectiveness.The satisfaction of each of the following
shall
constitute conditions precedent to the effectiveness of this Second Amendment and each and every provision hereof:



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4.2Entire Amendment; Effect of Amendment.This Second Amendment, and terms and
provisions hereof, constitute the entire agreement among the parties pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject
matter hereof. Except as expressly amended hereby, the Loan Agreement and other Loan Documents shall remain unchanged and in full force and effect. The execution, delivery, and performance of this
Second Amendment shall not operate as a waiver of or, except as expressly set forth herein, as an amendment of, any right, power, or remedy of the Lender Group as in effect prior to the date hereof.
The amendments and other agreements set forth herein are limited to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based, shall
not excuse future non-compliance with the Loan Agreement, and shall not operate as a consent to any further or other matter, under the Loan Documents. To the extent any terms or provisions
of this Second Amendment conflict with those of the Loan Agreement or other Loan Documents, the terms and provisions of this Second Amendment shall control.

4.3Counterparts; Telefacsimile.This Second Amendment may be executed in any
number of
counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Second Amendment by signing any such counterpart. Delivery of an
executed counterpart of this Second Amendment by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Second Amendment. Any party delivering an executed
counterpart of this Second Amendment by telefacsimile also shall deliver an original executed counterpart of this
Second Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Second Amendment.

4.4Fees, Costs and Expenses.Each Borrower agrees to pay on demand all
reasonable fees,
costs and expenses incurred by the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Second Amendment and the other instruments and
documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with
respect to advising the Agent as to their rights and responsibilities hereunder and thereunder.

4.5Cross-References.References in this Second Amendment to any Section are,
unless
otherwise specified, to such Section of this Second Amendment.

4.6Successors and Assigns.This Second Amendment shall be binding upon and
inure to the
benefit of the parties hereto and their respective successors and assigns.

4.7GOVERNING LAW.THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES.

[Remainder
of page intentionally left blank.]

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

| |  | GUITAR CENTER, INC.,a Delaware corporation       
| |  | -------------------------------------------------
| |  | By:                                              
| |  | Title:                                           
| |  |                                                  
| |  | GUITAR CENTER STORES, INC.,a Delaware corporation
| |  | By:                                              
| |  | Title:                                           
| |  |                                                  
| |  | MUSICIAN'S FRIEND, INC.,a Delaware corporation   
| |  | By:                                              
| |  | Title:                                           
| |  |                                                  
| |  | [signature page continues]                       

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| |  | WELLS FARGO RETAIL FINANCE, LLC,a Delaware limited liability company, as Agent and as a Lender
| |  | ----------------------------------------------------------------------------------------------
| |  | By:                                                                                           
| |  | Name:                                                                                         
| |  | Title:                                                                                        
| |  |                                                                                               
| |  | [signature page continues]                                                                    

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| |  | FLEET RETAIL FINANCE, INC.,a Delaware corporation,
| |  | --------------------------------------------------
| |  | By:                                               
| |  | Name:                                             
| |  | Title:                                            
| |  |                                                   
| |  | [signature page continues]                        

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| |  | UNION BANK OF CALIFORNIA, N.A.,as a Lender
| |  | ------------------------------------------
| |  | By:                                       
| |  | Name:                                     
| |  | Title:                                    
| |  |                                           
| |  | [signature page continues]                

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| |  | CONGRESS FINANCIAL CORPORATION (WESTERN)as a Lender
| |  | ---------------------------------------------------
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             
| |  |                                                    
| |  | [signature page continues]                         

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| |  | PNC BANK, NATIONAL ASSOCIATIONas a Lender
| |  | -----------------------------------------
| |  | By:                                      
| |  | Name:                                    
| |  | Title:                                   
| |  |                                          
| |  | [signature page continues]               

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| |  | LASALLE BUSINESS CREDIT, LLC,as successor through merger to LaSalle Business Credit, Inc., as a Lender
| |  | ------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                   
| |  | Name:                                                                                                 
| |  | Title:                                                                                                
| |  |                                                                                                       
| |  | [signature page continues]                                                                            

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EXHIBIT A

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REAFFIRMATION AND CONSENT

All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Second Amendment dated as of
December 5, 2003 (the "Second Amendment"). The undersigned each hereby (a) represents and warrants to the Lender Group that the execution,
delivery, and performance of this Reaffirmation and Consent are within its corporate powers, have been duly authorized by all necessary corporate action, and are not in contravention of any law, rule,
or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any material contract or
undertaking to which it is a party or by which any of its properties may be bound or affected; (b) consents to the execution, delivery, and performance of the Second Amendment;
(c) acknowledges and reaffirms its obligations owing to the Lender Group under the Loan Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a
party is and shall remain in full force and effect in accordance with the terms thereof. Although the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to
same, it understands that the Lender Group has no obligations to inform it of such matters in the future or to seek its acknowledgement or agreement to future consents or amendments, and nothing
herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile shall be equally as effective as delivery of an original executed counterpart of
this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile also shall deliver an original executed counterpart of this
Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This
Reaffirmation and Consent shall be governed by the laws of the State of California.

[Signature
page follows.]

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IN WITNESS WHEREOF,the parties hereto have caused this Reaffirmation and Consent Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.

| |  | MUSICIAN'S CHOICE, INC.,a Delaware corporation
| |  | ----------------------------------------------
| |  | By:                                           
| |  | Title:                                        
| |  |                                               
| |  | M&M MUSIC LTD.,a Georgia corporation          
| |  | By:                                           
| |  | Title:                                        
| |  |                                               

[Signature
Page to Reaffirmation and Consent]

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EXHIBIT B-1

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EXHIBIT C-2

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SCHEDULE C-1
Commitments

|Lender                                   |  | Commitment |             | Pro Rata Share |      
|---------------------------------------- |  | ---------- | ----------- | -------------- | -----
|Wells Fargo Retail Finance, LLC          |  | $          | 29,687,500  |                | 23.75
|Congress Financial Corporation (Western) |  | $          | 29,687,5000 |                | 23.75
|Fleet Retail Finance, Inc.               |  | $          | 21,875,000  |                | 17.5 
|PNC Bank, National Association           |  | $          | 15,625,000  |                | 12.5 
|LaSalle Business Credit, LLC             |  | $          | 15,625,000  |                | 12.5 
|Union Bank of California, N.A.           |  | $          | 12,500,000  |                | 10   
|All Lenders                              |  | $          | 125,000,000 |                | 100  

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