Exhibit 10.30

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SECOND AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

by and among

GUITAR CENTER, INC.,

and

GUITAR CENTER STORES, INC.,

and

MUSICIAN'S FRIEND, INC.

and

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,

and

WELLS FARGO RETAIL FINANCE, LLC

as Arranger and Administrative Agent,

and

FLEET RETAIL FINANCE, INC.

as Documentation Agent

Dated as of December 21, 2001

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TABLE OF CONTENTS

|1. |  | DEFINITIONS AND CONSTRUCTION   |                                                                        | 2 
|-- |  | ------------------------------ | ---------------------------------------------------------------------- | --
|   |  | 1.1                            | Definitions                                                            |   
|   |  | 1.2                            | Accounting Terms                                                       |   
|   |  | 1.3                            | Code                                                                   |   
|   |  | 1.4                            | Construction                                                           |   
|   |  | 1.5                            | Schedules and Exhibits                                                 |   
|2. |  | LOAN AND TERMS OF PAYMENT      |                                                                        | 24
|   |  | 2.1                            | Revolver Advances                                                      |   
|   |  | 2.2                            | Reduction in Facility Amount and Commitments                           |   
|   |  | 2.3                            | Borrowing Procedures and Settlements                                   |   
|   |  | 2.4                            | Payments                                                               |   
|   |  | 2.5                            | Overadvances                                                           |   
|   |  | 2.6                            | Interest and Letter of Credit Fees: Rates, Payments, and Calculations  |   
|   |  | 2.7                            | Cash Management                                                        |   
|   |  | 2.8                            | Crediting Payments                                                     |   
|   |  | 2.9                            | Designated Account                                                     |   
|   |  | 2.10                           | Maintenance of Loan Account; Statements of Obligations                 |   
|   |  | 2.11                           | Fees                                                                   |   
|   |  | 2.12                           | Letters of Credit                                                      |   
|   |  | 2.13                           | LIBOR Option                                                           |   
|   |  | 2.14                           | Capital Requirements                                                   |   
|   |  | 2.15                           | Joint and Several Liability of the Obligors                            |   
|   |  | 2.16                           | Prior Loan Agreement; First Amendment                                  |   
|3. |  | CONDITIONS; TERM OF AGREEMENT  |                                                                        | 43
|   |  | 3.1                            | Conditions Precedent to the Initial Extension of Credit                |   
|   |  | 3.2                            | Conditions Subsequent to the Initial Extension of Credit               |   
|   |  | 3.3                            | Conditions Precedent to all Extensions of Credit                       |   
|   |  | 3.4                            | Term                                                                   |   
|   |  | 3.5                            | Effect of Termination                                                  |   
|   |  | 3.6                            | Early Termination by Borrowers                                         |   
|4. |  | CREATION OF SECURITY INTEREST  |                                                                        | 46
|   |  | 4.1                            | Grant of Security Interest                                             |   
|   |  | 4.2                            | Negotiable Collateral                                                  |   
|   |  | 4.3                            | Collection of Accounts, General Intangibles, and Negotiable Collateral |   
|   |  | 4.4                            | Delivery of Additional Documentation Required                          |   
|   |  | 4.5                            | Power of Attorney                                                      |   
|   |  | 4.6                            | Right to Inspect                                                       |   
|   |  | 4.7                            | Control Agreements                                                     |   
|5. |  | REPRESENTATIONS AND WARRANTIES |                                                                        | 48
|   |  | 5.1                            | No Encumbrances                                                        |   
|   |  | 5.2                            | Eligible Accounts                                                      |   
|   |  | 5.3                            | Eligible Inventory                                                     |   
|   |  | 5.4                            | Equipment                                                              |   
|   |  | 5.5                            | Location of Inventory and Equipment                                    |   
|   |  | 5.6                            | Inventory Records                                                      |   
|   |  | 5.7                            | Location of Chief Executive Office; FEIN; Organization I.D. Number     |   

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|   |  | 5.8                   | Due Organization and Qualification; Subsidiaries |    | 49
|-- |  | --------------------- | ------------------------------------------------ | -- | --
|   |  | 5.9                   | Due Authorization; No Conflict                   |    | 49
|   |  | 5.10                  | Litigation                                       |    | 50
|   |  | 5.11                  | No Material Adverse Change                       |    | 50
|   |  | 5.12                  | Fraudulent Transfer                              |    | 50
|   |  | 5.13                  | Employee Benefits                                |    | 50
|   |  | 5.14                  | Environmental Condition                          |    | 51
|   |  | 5.15                  | Brokerage Fees                                   |    | 51
|   |  | 5.16                  | Intentionally Omitted                            |    | 51
|   |  | 5.17                  | Intellectual Property                            |    | 51
|   |  | 5.18                  | Leases                                           |    | 51
|   |  | 5.19                  | DDAs                                             |    | 51
|   |  | 5.20                  | Offsite Storage Locations                        |    | 51
|6. |  | AFFIRMATIVE COVENANTS |                                                  | 51
|   |  | 6.1                   | Accounting System                                |    | 51
|   |  | 6.2                   | Collateral Reporting                             |    | 51
|   |  | 6.3                   | Financial Statements, Reports, Certificates      |    | 53
|   |  | 6.4                   | Guarantor Reports                                |    | 55
|   |  | 6.5                   | Return                                           |    | 55
|   |  | 6.6                   | Title to Equipment                               |    | 55
|   |  | 6.7                   | Maintenance of Equipment                         |    | 55
|   |  | 6.8                   | Taxes                                            |    | 55
|   |  | 6.9                   | Insurance                                        |    | 56
|   |  | 6.10                  | No Setoffs or Counterclaims                      |    | 57
|   |  | 6.11                  | Location of Inventory and Equipment              |    | 57
|   |  | 6.12                  | Compliance with Laws                             |    | 57
|   |  | 6.13                  | Employee Benefits                                |    | 57
|   |  | 6.14                  | Leases                                           |    | 58
|   |  | 6.15                  | [Intentionally Omitted]                          |    | 58
|   |  | 6.16                  | Projections                                      |    | 58
|   |  | 6.17                  | Corporate Existence, etc                         |    | 58
|   |  | 6.18                  | Disclosure Updates                               |    | 58
|   |  | 6.19                  | Mailing Lists                                    |    | 58
|   |  | 6.20                  | Inventory Cycle Counts                           |    | 58
|   |  | 6.21                  | Distribution Centers                             |    | 58
|   |  | 6.22                  | Permitted Acquisitions                           |    | 58
|   |  | 6.23                  | [Intentionally Omitted]                          |    | 59
|   |  | 6.24                  | American Music Acquisition Documents             |    | 59
|7. |  | NEGATIVE COVENANTS    |                                                  | 59
|   |  | 7.1                   | Indebtedness                                     |    | 59
|   |  | 7.2                   | Liens                                            |    | 60
|   |  | 7.3                   | Restrictions on Fundamental Changes              |    | 60
|   |  | 7.4                   | Disposal of Assets                               |    | 60
|   |  | 7.5                   | Change Name                                      |    | 60
|   |  | 7.6                   | Guarantee                                        |    | 60
|   |  | 7.7                   | Nature of Business                               |    | 60
|   |  | 7.8                   | Prepayments and Amendments                       |    | 61
|   |  | 7.9                   | Change of Control                                |    | 61
|   |  | 7.10                  | Consignments                                     |    | 61
|   |  | 7.11                  | Distributions                                    |    | 61

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|    |  | 7.12                                       | Accounting Methods                                                                                                  |    | 62
|--- |  | ------------------------------------------ | ------------------------------------------------------------------------------------------------------------------- | -- | --
|    |  | 7.13                                       | Investments                                                                                                         |    | 62
|    |  | 7.14                                       | Transactions with Affiliates                                                                                        |    | 62
|    |  | 7.15                                       | Suspension                                                                                                          |    | 62
|    |  | 7.16                                       | [Intentionally Omitted]                                                                                             |    | 62
|    |  | 7.17                                       | Use of Proceeds                                                                                                     |    | 62
|    |  | 7.18                                       | Change in Location of Chief Executive Office and Jurisdiction of Organization; Inventory and Equipment with Bailees |    | 62
|    |  | 7.19                                       | No Prohibited Transactions Under ERISA                                                                              |    | 62
|    |  | 7.20                                       | Financial Covenants. Fail to maintain                                                                               |    | 63
|    |  | 7.21                                       | Credit Card Receipts                                                                                                |    | 63
|    |  | 7.22                                       | Capital Expenditures                                                                                                |    | 63
|    |  | 7.23                                       | Securities Accounts                                                                                                 |    | 64
|    |  | 7.24                                       | American Music Division                                                                                             |    | 64
|8.  |  | EVENTS OF DEFAULT                          |                                                                                                                     | 64
|9.  |  | THE LENDER GROUP'S RIGHTS AND REMEDIES     |                                                                                                                     | 66
|    |  | 9.1                                        | Rights and Remedies                                                                                                 |    | 66
|    |  | 9.2                                        | Remedies Cumulative                                                                                                 |    | 68
|10. |  | TAXES AND EXPENSES                         |                                                                                                                     | 68
|11. |  | WAIVERS; INDEMNIFICATION                   |                                                                                                                     | 69
|    |  | 11.1                                       | Demand; Protest; etc                                                                                                |    | 69
|    |  | 11.2                                       | The Lender Group's Liability for Collateral                                                                         |    | 69
|    |  | 11.3                                       | Indemnification                                                                                                     |    | 69
|12. |  | NOTICES                                    |                                                                                                                     | 69
|13. |  | CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER |                                                                                                                     | 70
|14. |  | ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS |                                                                                                                     | 71
|    |  | 14.1                                       | Assignments and Participations                                                                                      |    | 71
|    |  | 14.2                                       | Successors                                                                                                          |    | 73
|15. |  | AMENDMENTS; WAIVERS                        |                                                                                                                     | 73
|    |  | 15.1                                       | Amendments and Waivers                                                                                              |    | 73
|    |  | 15.2                                       | Replacement of Holdout Lender                                                                                       |    | 74
|    |  | 15.3                                       | No Waivers; Cumulative Remedies                                                                                     |    | 75
|16. |  | AGENT; THE LENDER GROUP                    |                                                                                                                     | 75
|    |  | 16.1                                       | Appointment and Authorization of Agent                                                                              |    | 75
|    |  | 16.2                                       | Delegation of Duties                                                                                                |    | 76
|    |  | 16.3                                       | Liability of Agent                                                                                                  |    | 76
|    |  | 16.4                                       | Reliance by Agent                                                                                                   |    | 76
|    |  | 16.5                                       | Notice of Default or Event of Default                                                                               |    | 76
|    |  | 16.6                                       | Credit Decision                                                                                                     |    | 77
|    |  | 16.7                                       | Costs and Expenses; Indemnification                                                                                 |    | 77
|    |  | 16.8                                       | Agent in Individual Capacity                                                                                        |    | 78
|    |  | 16.9                                       | Successor Agent                                                                                                     |    | 78
|    |  | 16.10                                      | Lender in Individual Capacity                                                                                       |    | 78
|    |  | 16.11                                      | Withholding Tax                                                                                                     |    | 78
|    |  | 16.12                                      | Collateral Matters                                                                                                  |    | 79
|    |  | 16.13                                      | Restrictions on Actions by Lenders; Sharing of Payments                                                             |    | 80

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|    |  | 16.14              | Agency for Perfection                                                                                        |    | 81
|--- |  | ------------------ | ------------------------------------------------------------------------------------------------------------ | -- | --
|    |  | 16.15              | Payments by Agent to the Lenders                                                                             |    | 81
|    |  | 16.16              | Concerning the Collateral and Related Loan Documents                                                         |    | 81
|    |  | 16.17              | Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information |    | 81
|    |  | 16.18              | Several Obligations; No Liability                                                                            |    | 82
|    |  | 16.19              | Legal Representation of Agent                                                                                |    | 83
|    |  | 16.20              | Documentation Agent                                                                                          |    | 83
|17. |  | GENERAL PROVISIONS |                                                                                                              | 83
|    |  | 17.1               | Effectiveness                                                                                                |    | 83
|    |  | 17.2               | Section Headings                                                                                             |    | 83
|    |  | 17.3               | Interpretation                                                                                               |    | 83
|    |  | 17.4               | Severability of Provisions                                                                                   |    | 83
|    |  | 17.5               | Amendments in Writing                                                                                        |    | 83
|    |  | 17.6               | Counterparts; Telefacsimile Execution                                                                        |    | 83
|    |  | 17.7               | Revival and Reinstatement of Obligations                                                                     |    | 84
|    |  | 17.8               | Integration                                                                                                  |    | 84
|    |  | 17.9               | GCI as Agent for Borrowers                                                                                   |    | 84
|    |  | 17.10              | Lenders' Consent                                                                                             |    | 84

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Exhibits and Schedules

|Exhibit A-1     |  | Form of Assignment and Acceptance  
|--------------- |  | -----------------------------------
|Exhibit B-1     |  | Form of Borrowing Base Certificate 
|Exhibit C-2     |  | Form of Compliance Certificate     
|Exhibit L-1     |  | Form of LIBOR Notice               
|Schedule C-1    |  | Revolving Credit Commitments       
|Schedule E-1    |  | Warehouse Locations                
|Schedule E-2    |  | Retail Stores                      
|Schedule E-3    |  | Offsite Storage Locations          
|Schedule P-1    |  | Permitted Liens                    
|Schedule R-1    |  | Real Property Collateral           
|Schedule 2.7(a) |  | GCI Cash Management                
|Schedule 2.7(b) |  | GCS Cash Management                
|Schedule 2.7(c) |  | MFI Cash Management                
|Schedule 5.7    |  | Chief Executive Office; FEIN       
|Schedule 5.8    |  | Organization and Qualification     
|Schedule 5.10   |  | Litigation                         
|Schedule 5.19   |  | Demand Deposit Accounts            
|Schedule 6.11   |  | Location of Inventory and Equipment
|Schedule 7.1    |  | Permitted Indebtedness             

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SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT(this
"Agreement"), is entered into as of December 21, 2001, between 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 arranger and
administrative agent for the Lenders (in such capacity, together with its successors, if any, "Agent"), andFLEET RETAIL
FINANCE INC., a Delaware corporation, formerly known as BankBoston Retail Finance Inc., as documentation agent for the Lenders (in such capacity, together with
its successors, if any, "Documentation Agent"), with a place of business at 40 Broad Street, 10th Floor, Boston, Massachusetts 02110, 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").

R E C I T A L S

WHEREAS, Initial Lender Group, Documentation Agent, GCI and MFI are parties to that certain Loan and Security
Agreement, dated as of the Initial Closing Date (the "Prior Loan Agreement");

WHEREAS,Initial Lender Group, Documentation Agent, GCI, GCS and MFI are parties to that certain Amended and Restated Loan and Security
Agreement, dated as of April 16, 2001 (the "First Amendment"), pursuant to which the Prior Loan Agreement was amended and restated in accordance
with the amendment provisions thereof;

WHEREAS, Borrowers have requested that Lender Group further amend and restate the First Amendment in its entirety to, among other things,
(a) provide for an increase in the Facility Amount to the Maximum Facility Amount, (b) provide for a one-year extension of the Maturity Date, (c) provide for the
payment of certain additional fees by Borrowers, and (d) modify certain other terms and conditions set forth therein;

WHEREAS, Borrowers hereby reaffirm, among other things (a) that the Obligations under the Prior Loan Agreement and the First
Amendment remain outstanding, and (b) that each of the Guarantor Security Agreement, Inventory Security Agreement, and Trademark Security Agreement, as well as the other Loan Documents, as
amended on the First Amendment Date, entered into for the benefit of the Lender Group in connection with the Prior Loan Agreement, to the extent that such documents were not amended and restated on
the First Amendment Date and are not being amended and restated herewith, are incorporated into this Agreement by reference herein, and shall remain in full force and effect and are deemed to be
entered into for the benefit of Lender Group under this Agreement; and

WHEREAS, subject to the foregoing, Lender Group is willing to further amend and restate the Prior Loan Agreement and the First Amendment,
respectively, in accordance with the terms and conditions hereof; it being understood that no repayment of the outstanding amounts payable under the Prior Loan Agreement and the First Amendment,
respectively, as of the Closing Date is being effected hereby but merely an amendment and restatement in accordance with the terms hereof.

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NOW, THEREFORE, in consideration of the above recitals, mutual premises and the agreements, provisions and covenants herein contained,
Lender Group and Borrowers hereby agree as follows:

1.    DEFINITIONS AND CONSTRUCTION.

1.1Definitions.

As
used in this Agreement, the following terms shall have the following definitions:



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Availability

Applicable Base Rate Marginequal to or greater than $35,000,000

0.25 percentage pointsequal to or greater than $15,000,000, but less than $35,000,000

0.50 percentage pointsless than $15,000,000

1.00 percentage points




Availability

Applicable LIBOR Rate Marginequal to or greater than $35,000,000

1.75 percentage pointsequal to or greater than $15,000,000, but less than $35,000,000

2.00 percentage pointsless than $15,000,000

2.25 percentage points


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1.2Accounting Terms.All accounting terms not specifically defined herein
shall be
construed in accordance with GAAP. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Borrower" is used in respect of a financial
covenant or a related definition, it shall be understood to mean GCI on a consolidated basis unless the context clearly

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requires otherwise. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied
on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant hereto (or, prior to the delivery of the first financial statements hereunder, consistent with
the financial statements as at December 31, 2000);provided however, that if Administrative Borrower or Agent shall object to determining such
compliance or such basis due to any change in GAAP or the rules promulgated with respect thereto, then such calculations shall be made on a basis consistent with the most recent financial statements
delivered by GCI hereunder as to which no such objection shall have been made.

1.3Code.Any terms used in this Agreement that are defined in the Code shall
be
construed and defined as set forth in the Code unless otherwise defined herein.

1.4Construction.Unless the context of this Agreement or any other Loan
Document
clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term "including" is not limiting, and the term "or" has, except where
otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement or any other Loan Document refer
to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular
provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any
reference in this Agreement or in the Loan Documents to this Agreement or any of the Loan Documents shall include all alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable.

1.5Schedules and Exhibits.All of the schedules and exhibits attached to this
Agreement
shall be deemed incorporated herein by reference.

2.    LOAN AND TERMS OF PAYMENT.

2.1Revolver Advances.







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2.2Reduction in Facility Amount and Commitments.

Provided
that no Event of Default has occurred and is continuing, and, provided further, that after giving effect to any such reduction, the Facility Amount shall not be less than
$75,000,000, Borrowers shall have the right to elect from time to time to permanently reduce the Maximum Facility Amount in

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an amount not to exceed the sum of (i) the difference between the Maximum Facility Amount and the Facility Amount then in effect, and (ii) the unfunded portion of the Revolving Credit
Commitments of all Lenders, with a corresponding permanent reduction in the Revolving Credit Commitments of the Lenders. Administrative Borrower shall give Agent not less than 15 Business Days prior
written notice designating the date (which shall be a Business Day) as of which such reduction is to be effective and the amount of the proposed reduction. Such reduction shall be effective on the
date specified in Administrative Borrower's notice given in compliance hereunder, and shall be in a minimum amount of $10,000,000, and integral multiples of $5,000,000 in excess thereof. Any reduction
of the Maximum Facility Amount pursuant to thisSection 2.2shall be without premium or penalty. Any reduction of the Lenders' Revolving Credit
Commitments pursuant to thisSection 2.2shall reduce the Revolving Credit Commitment of each Lender by the amount of its Pro Rata Share of the
incremental reduction in the Facility Amount andSchedule C-1shall automatically be amended to reflect such reduction.

2.3Borrowing Procedures and Settlements

(a)Procedure for Borrowing.Each Borrowing shall be made by an irrevocable written request by an Authorized
Person delivered to Agent (which notice must be received by Agent no later than 11:00 a.m. (California time) on the Business Day immediately preceding the requested Funding Date) specifying
(i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day;provided, however, that in the case
of a request for Swing Loan in an amount of $15,000,000, or less, such notice will be timely received if it is received by Agent no later than 11:00 a.m. (California time) on the Business Day
that is the requested Funding Date. At Agent's election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the
required time, with such telephonic notice to be confirmed in writing within 24 hours of the giving of such notice.

(b)Agent's Election.Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall elect,
in its discretion, (i) to have the terms of Section 2.3(c)apply to such requested Borrowing, or (ii) to request Swing Lender to make a Swing Loan pursuant to the terms ofSection 2.3(d)in the amount of the requested Borrowing; provided, however, that if Swing Lender declines in its sole discretion to make a Swing
Loan pursuant toSection 2.3(d), Agent shall elect to have the terms ofSection 2.3(c)apply to such requested Borrowing.

(c)Making of Advances.



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(d)Making of Swing Loans.



(e)Agent Advances.



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(f)Settlement.It is agreed that each Lender's funded portion of the Advances is intended by the Lenders to
equal, at all times, such Lender's Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the
benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Advances, the Swing Loans, and
the Agent Advances shall take place on a periodic basis in accordance with the following provisions:



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(g)Notation.Agent shall record on its books the principal amount of the Advances owing to each Lender,
including the Swing Loans owing to Swing Lender, and Agent Advances owing to Agent, and the interests therein of each Lender, from time to time. In addition, each Lender is authorized, at such
Lender's option, to note the date and amount of each payment or prepayment of principal of such Lender's Advances in its books and records, including computer records, such books and records
constituting rebuttably presumptive evidence, absent manifest error, of the accuracy of the information contained therein.

(h)Lenders' Failure to Perform.All Advances (other than Swing Loans and Agent Advances) shall be made by the
Lenders simultaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to
make any Advances hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligation to make any Advances hereunder,
and (ii) no failure by any Lender to perform its obligation to make any Advances hereunder shall excuse any other Lender from its obligation to make any Advances hereunder.

(i)Optional Overadvances.Any contrary provision of this Agreement notwithstanding, if the condition for
borrowing underSection 3.3(d)cannot be fulfilled, the Lenders nonetheless hereby authorize Agent or Swing Lender, as applicable, and Agent or
Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally continue to make Advances (including Swing Loans) to Borrowers such failure of condition notwithstanding, so long
as, at any time, (i) the outstanding Revolver Usage does not exceed the Borrowing Base by more than the lesser of (A) $10,000,000 and (B) 10% of the Borrowing Base then in effect,
(ii) the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Facility Amount, and
(iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more
than 90 days. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers in any way. The Advances and
Swing Loans, as applicable, that are made pursuant to thisSection 2.3(i)shall be subject to the same terms and conditions as any other
Advance or Swing Loan, as applicable, except that the
rate of interest applicable thereto shall be the rates set forth inSection 2.6(c)hereof without regard to the presence or absence of a Default
or Event of Default.

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2.4Payments.

(a)Payments by Borrowers.



(b)Apportionment, Application, and Reversal of Payments.Except as otherwise provided with respect to
Defaulting Lenders, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by
each individual Lender) and payments of fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders having a Pro Rata Share
of the type of credit facility as to which the particular fee is applicable. All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Obligations
or

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not constituting payment of specific fees, and all proceeds of Collateral received by Agent, shall be applied as in the following order:



2.5Overadvances.Subject to Section 2.3(i), if, at any time or for any reason, the amount of Obligations owed by Borrowers to the Lender Group pursuant to Sections 2.1, 2.12, or 2.13is greater than either the Dollar or
percentage limitations set forth inSections 2.1, 2.12, or
2.13, (an "Overadvance"), Borrowers immediately shall pay to Agent, in cash, the amount of such excess, which amount shall be
used by Agent to reduce the Obligations in accordance with the priority set forth inSection 2.4(b). In addition, each Borrower hereby promises
to pay the Obligations (including principal, interest, fees, costs, and expenses) in Dollars in full to the Lender Group as and when due and payable under the terms of this Agreement and the other
Loan Documents.

2.6Interest and Letter of Credit Fees: Rates, Payments, and Calculations.

(a)Interest Rates.Except as provided in clause (c) below, all Obligations (except for undrawn Letters
of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows (y) if a LIBOR Rate Advance, at a per annum rate
equal to the LIBOR Rate plus the Applicable LIBOR Margin, and (z) otherwise, at a per annum rate equal to the Base Rate plus the Applicable Base Rate Margin.

The
foregoing notwithstanding, at no time shall any portion of the Obligations bear interest on the Daily Balance thereof at a per annum rate that is less than 4.00% (the
"Minimum Rate"). To the extent that interest accrued hereunder at the rate set forth herein would be less than the foregoing minimum daily rate, the
interest rate chargeable hereunder for such day automatically shall be deemed increased to the Minimum Rate.

(b)Letter of Credit Fee.Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolving
Credit Commitment based upon their Pro Rata Share of the Revolving Credit Commitment), a fee (in addition to the charges, commissions, fees, and costs set forth in

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Section 2.12(e)) equal to 1.50% per annum times the aggregate undrawn amount of all outstanding Letters of Credit.

(c)Default Rate.Upon the occurrence and during the continuation of an Event of Default, and at Agent's
discretion (or as the Agent is directed by the Required Lenders),



(d)Payments.Interest, Letter of Credit fees, and all other fees payable hereunder shall be due and payable, in
arrears, on the first day of each month during the term hereof. Each Borrower hereby authorizes Agent, without prior notice to such Borrower, to charge such interest and fees, all Lender Group
Expenses (as and when incurred), the charges, commissions, fees, and costs provided for inSection 2.12(e)(as and when accrued or incurred), the
charges, commissions, fees, and costs provided for inSection 2.13(as and when accrued or incurred), the fees and charges provided for in Section 2.11(as and when accrued or incurred), and all other payments due under any Loan Document to Borrowers' Loan Account, in each case to
the extent not otherwise paid by Borrowers, which amounts thereafter shall accrue interest at the rate then applicable to Advances hereunder. Any interest not paid when due shall be compounded and
shall thereafter accrue interest at the rate then applicable to Advances hereunder.

(e)Computation.All interest and fees chargeable under the Loan Documents shall be computed on the basis of a
360 day year for the actual number of days elapsed. In the event the Base Rate is changed from time to time hereafter, the applicable rates of interest hereunder based upon the Base Rate
automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

(f)Intent to Limit Charges to Maximum Lawful Rate.In no event shall the interest rate or rates payable under
this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any applicable law. Borrowers and the Lender Group, in executing and delivering this
Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if
said
rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto as of the date of this Agreement, each Borrower is and shall be liable only for the
payment of such maximum as allowed by law, and payment received from such Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the
Obligations to the extent of such excess.

2.7Cash Management.

(a)  GCI
shall (i) establish and maintain a concentration account in the name of Agent (the "GCI Concentration
Account") at the bank which shall be designated as the concentration account bank for GCI and GCS onSchedule 2.7(a)(the
"GCI Concentration Account Bank"), and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day
after the date of receipt thereof, all Collections, including cash, credit card sales drafts, credit card sales or change slips or receipts, checks, drafts and all forms of daily store receipts or
other similar items of payment into the GCI Concentration Account. The GCI Concentration Account Bank shall be satisfactory to the Agent in the exercise of its Permitted Discretion.

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(b)  GCS
shall deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections, including
cash, credit card sales drafts, credit card sales or change slips or receipts, checks, drafts and all forms of daily store receipts or other similar items of payment into either the GCI Concentration
Account or other bank accounts in GCS's name (each a "GCS Collection Account" and, collectively, the "GCS Collection
Accounts") at banks other than the GCI Concentration Account Bank as set forth onSchedule 2.7(b)(each a
"GCS Collection Account Bank" and, collectively, the "GCS Collection Account Banks"). GCS further agrees
that with respect to each bank at which a GCS Collection Account is located, GCS shall require each such bank to forward immediately by daily sweep all amounts in each GCS Collection Account into the
GCI Concentration Account,provided, however, up to $30,000 may be retained and not swept daily in each GCS Collection Account which is established and
maintained at a GCS Collection Account Bank. All GCS Collection Account Banks shall be satisfactory to the Agent in the exercise of its Permitted Discretion.

(c)  MFI
shall (i) establish and maintain an account in the name of Agent (the "MFI Concentration Account") at the bank
which shall be designated as the deposit account bank for MFI onSchedule 2.7(c)(the"MFI Concentration Account
Bank"), which bank shall be satisfactory to the Agent in the exercise of its Permitted Discretion, and (ii) deposit or cause to be deposited promptly, and in any event
no later than the first Business Day after the date of receipt thereof, all Collections, including cash, credit card sales drafts, credit card sales or change slips or receipts, checks, drafts and all
forms of daily store receipts or other similar items of payment into the MFI Concentration Account.

(d)  Each
of the Concentration Account Banks and the Designated Account Bank shall establish and maintain tri-party blocked account agreements with the Agent and
the applicable Borrower, in form and substance acceptable to the Agent in the exercise of its Permitted Discretion. Each such blocked account agreement shall provide, among other things, that
(i) all items of payment deposited in such accounts and proceeds thereof are held by such banks as agent or bailee-in-possession for the Agent, (ii) the bank
executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fee and other charges directly related
to the administration of such account and for returned checks or other items of payment, and (iii) each such bank agrees to immediately forward all amounts received in the applicable GCI
Concentration Account or MFI Concentration Account to the Agent's Account;provided, however, that Agent reserves the right, in its sole discretion, to
require that collections representing amounts attributable to trust fund taxes be segregated by the GCI Concentration Account or the MFI Concentration Account Bank and held in a separate account, (it
being the intent of the Agent, to the extent it has sufficient information to do so, to so segregate trust fund taxes, and avoid the deposit of such funds into the Agent's Account). No Borrower shall,
or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in disbursement or payroll accounts as of any date of determination in excess of checks outstanding against such
accounts as of that date and amounts necessary to meet minimum balance requirements.

(e)  So
long as no Default or Event of Default has occurred and is continuing, the Borrowers may amendSchedules 2.7(a),
(b)or(c)to add or replace a GCS Collection Account Bank or a GCS Collection Account, or to replace the GCI
Concentration Account, the MFI Concentration Account or the Designated Account;provided, however, that (i) Agent shall have consented in writing
in advance to the opening of such account with the relevant bank and (ii) prior to the time of the opening of an account to replace the GCI Concentration Account, the MFI Concentration Account,
or the Designated Account, the applicable Obligor or the Subsidiaries thereof, as applicable, and such bank shall have executed and delivered to Agent a tri-party blocked account
agreement, in form and substance satisfactory to Agent in the exercise of its Permitted Discretion. The Obligors shall close any of their accounts (and establish replacement accounts in accordance
with the foregoing sentence) promptly and in any event within 45 days of notice from Agent that the creditworthiness of any bank

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holding an account is no longer acceptable to Agent in the exercise of its Permitted Discretion, or as promptly as practicable and in any event within 60 days of notice from Agent that the
operating performance, funds transfer or availability procedures or performance with respect to accounts of the bank holding such accounts or Agent's liability under any tri-party blocked
account agreement with such bank is no longer acceptable to Agent in the exercise of its Permitted Discretion.

(f)    The
GCS Collection Accounts, the Designated Account, and the Concentration Accounts shall all be cash collateral accounts, with all cash, checks and similar items of
payment in such accounts securing payment of the Advances and all other Obligations, and in which each Obligor and each Subsidiary Guarantor shall have granted a Lien to Agent pursuant to this
Agreement.

(g)  Each
Obligor shall and shall cause its Affiliates, officers, employees, agents, directors or other Persons acting for or in concert with such Obligor (each a
"Related Person") to (i) hold in trust for Agent all checks, cash and other items of payment received by Obligor or any such Related Person, and
(ii) within one (1) Business day after receipt by such Obligor or any Related Person of any checks, cash
or other items of payment, deposit the same into a GCS Collection Account, the GCI Concentration Account, or the MFI Concentration Account, as applicable. Each Obligor and each Related Person thereof
acknowledges and agrees that all Collections are the property of Agent for the benefit of the Lenders. All proceeds of the sale or other disposition of any Collateral shall be deposited directly into
a GCS Collection Account, the GCI Concentration Account, or the MFI Concentration Account, as applicable.

2.8Crediting Payments.The receipt of any payment by Agent (whether from
transfers to
Agent by the Concentration Account Banks or otherwise) shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to the Agent
Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made
such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Lender only if it is received into
the Agent Account on a Business Day on or before 11:00 a.m. (California time). If any Collection item is received into the Agent Account on or after 11:00 a.m. (California time) on a
Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

2.9Designated Account.Agent is authorized to make the Advances, and issue the
Letters
of Credit under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person, or without instructions if pursuant to Section 2.6(d).
Administrative Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose
of receiving the proceeds of the Advances requested by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrowers, any Advance, Agent Advance, or Swing Loan
requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.10Maintenance of Loan Account; Statements of Obligations.Agent shall
maintain an
account on its books in the name of Borrowers (the "Loan Account") on which Borrowers will be charged with all Advances made by Agent or the Lenders to
Borrowers or for Borrowers' account, including, accrued interest, Lender Group Expenses, and any other payment Obligations of Borrowers. In accordance with Section 2.8, the Loan Account will be
credited with all payments received by Agent from Borrowers or for Borrowers' account, including all
amounts received in the Agent Account from any the Concentration Accounts. Agent shall render statements regarding the Loan Account to Administrative Borrower, including principal, interest, fees, and
including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements shall be conclusively presumed to be correct and accurate and constitute an account
stated between each Borrower and the Lender Group

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unless, within 60 days after receipt thereof by Administrative Borrower, Administrative Borrower shall deliver to Agent written objection thereto describing the error or errors contained in
any such statements.

2.11Fees.Borrowers shall pay to Agent the following fees, which fees shall be
non-refundable when paid (irrespective of whether this Agreement is terminated thereafter):

(a)Second Amended Fee Letter Fees.Borrowers shall pay to the Agent the fees set forth in the Second Amended
Fee Letter in accordance with the terms thereof, and such fees constitute Indebtedness hereunder.

(b)Unused Line Fee.To the Agent, for the ratable benefit of each Lender with a Revolving Credit Commitment, on
the first day of each month during the term of this Agreement, an unused line fee in an amount equal to 0.375% per annumtimesthe result of
(a) the average Maximum Facility Amount (as the same may be reduced from time to time in accordance withSection 2.2) during the
immediately preceding month,less(b) the sum of (i) the average Daily Balance of Advances that were outstanding during the immediately
preceding month,plus(ii) the average Daily Balance of the Letter of Credit Usage during the immediately preceding month.

(c)Financial Examination, Valuation, and Appraisal Fees.(i) For the sole and separate account of Agent,
a separate fee of $850 pay day, per examiner, plus out-of-pocket expenses for each financial analysis and examination (i.e., audits) of Borrowers performed by personnel
employed by Agent;provided, however, that if no Event of Default is continuing, there shall be no more than 4 such audits during any 12 month
period and Borrower shall be required to pay no more that $65,000 plus out-of-pocket expenses to reimburse Agent for audits conducted during any 12 month period;
(ii) a one-time charge of $3,000 plus reasonable out-of-pocket expenses for the establishment of electronic collateral reporting systems; (iii) for
the sole and separate accounts of Agent and each Lender that exercises its rights underSection 4.6, the actual charges paid or incurred by Agent
or any Lender if it elects to employ the services of one or more third Persons to perform such audits of Borrowers or their Books, to appraise the Collateral, or to assess a Borrower's business
valuation; and (iv) subject to the limitations set forth inSection 2.1(b), for the sole and separate account of Agent, the
out-of-pocket costs and expenses incurred by Agent for the engagement of appraisal, accounting, auction, or other professional firms to conduct Inventory Appraisals or Physical
Counts.

2.12Letters of Credit.

(a)  Subject
to the terms and conditions of this Agreement, Agent agrees to issue letters of credit for the account of a Borrower (each, an
"L/C") or to purchase participations, or execute indemnities or reimbursement obligations (each such undertaking, an "L/C
Undertaking") with respect to letters of credit issued by an issuing bank for the account of a Borrower. Agent shall have no obligation to issue a Letter of Credit if any of
the following would result:



Borrowers
and Agent acknowledge and agree that certain of the letters of credit that are to be the subject of L/C Undertakings may be outstanding on the Closing Date. Each Letter of Credit shall have
an expiry date no later than the Maturity Date (without regard to any potential renewal term) and all such Letters of Credit shall be in form and substance acceptable to Agent (in the exercise of its
Permitted Discretion). If Agent is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such amount to Agent and, in the absence of such reimbursement, the

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amount so advanced immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Base Rate Advances under
Section 2.6.

(b)  Each
Lender agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had
requested such Advance. Each Lender with a Pro Rata Share of the Letters of Credit shall be deemed to have purchased a participation in each Letter of Credit, in an amount equal to its Pro Rata Share
of the Risk Participation Liability of such Letter of Credit, and each Lender agrees to pay to Agent such Lender's Pro Rata Share of any payments made by Agent under such Letter of Credit. The
obligation of each Lender to deliver to Agent an amount equal to its respective Pro Rata Share pursuant to the preceding two sentences shall be absolute and unconditional and such remittance shall be
made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3hereof. If any Lender fails to make available to
Agent the amount of such Lender's Pro Rata Share of any payments made by Agent in
respect of such Letter of Credit as provided in this Section, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Base Rate until paid in
full.

(c)  Each
Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, expenses, and reasonable attorneys
fees incurred by the Lender Group arising out of or in connection with any Letter of Credit unless arising as a result of the gross negligence or willful misconduct of the Lender Group, any
Lender-Related Person, the issuing bank, or any of their Affiliates. Each Borrower agrees to be bound by the issuing bank's regulations and interpretations of any letter of credit that is the subject
of an L/C Undertaking and opened to or for such Borrower's account or by Agent's interpretations of any L/C issued by Agent to or for such Borrower's account, even though this interpretation may be
different from such Borrower's own, and each Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in
following a Borrower's instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require
Agent to indemnify the issuing bank for certain costs or liabilities arising out of claims by a Borrower against such issuing bank. Each Borrower hereby agrees to indemnify, save, defend, and hold the
Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender
Group under any L/C Undertaking as a result of the Lender Group's indemnification of any such issuing bank unless such indemnification results from the gross negligence or willful misconduct of the
Lender Group or any Lender-Related Person.

(d)  Each
Borrower hereby authorizes and directs any bank that issues a letter of credit that is the subject of an L/C Undertaking to deliver to Agent all instruments,
documents, and other writings and property received by the issuing bank pursuant to such letter of credit, and to accept and rely upon Agent's instructions with respect to all matters arising in
connection with such letter of credit and the related application.

(e)  Any
and all charges, commissions, fees, and costs incurred by Agent relating to the letters of credit that are the subject of an L/C Undertaking but not in excess of the
issuing bank's standard schedule for such charges, commissions, fees, and costs then in effect, shall be considered Lender Group Expenses for purposes of this Agreement and immediately shall be
reimbursable by Borrowers to Agent.

(f)    If
by reason of (i) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental
Authority, or (ii) compliance by the issuing bank or the Lender Group with any direction, request, or requirement (irrespective of whether

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having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):



and
the result of the foregoing is to increase, directly or indirectly, the cost to the Lender Group of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce
the amount receivable in respect thereof by the Lender Group, then, and in any such case, Agent may, at any time within a reasonable period, and in any event within 180 days, after the
additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay on demand such amounts Agent may specify to be necessary to compensate the Lender
Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Advances hereunder; provided,
however, that (x) before making any such demand, the Agent agrees to use reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic, or regulatory manner) to avoid the need for, or
materially reduce the amount of, such increased cost, and (y) Borrowers shall not be obligated to pay any such
increased cost which relates to a period ending more than 180 days prior to the date of receipt by Administrative Borrower of such notice. The determination by Agent of any amount due pursuant
to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding
on all of the parties hereto.

2.13LIBOR Option.

(a)Interest and Interest Payment Dates.In lieu of having interest charged at the rate based upon the Base
Rate, Borrowers shall have the option (the "LIBOR Option") to have interest on a portion (whether upon the making of such Advance or at any time
subsequent thereto that such portion is outstanding) of the Advances be charged at the LIBOR Rate. Interest on LIBOR Rate Advances shall be payable on the first day of each month and on the last day
of each Interest Period applicable thereto. On the last day of each applicable Interest Period, unless Administrative Borrower has properly exercised the LIBOR Option with respect thereto, the
interest rate applicable to such LIBOR Rate Advances automatically shall convert to the rate of interest then applicable to non-LIBOR Rate Advances under Section 2.6hereof. At any time that an
Event of Default has occurred and is continuing, Agent shall have the right to convert the interest rate
on all outstanding LIBOR Rate Advances to the rate then applicable to Base Rate Advances underSection 2.6hereof; provided, however, that, unless the
Lender Group shall declare all Obligations immediately due and payable pursuant to Section 9hereof, any outstanding LIBOR Rate Advances shall continue to bear interest at the rate applicable
thereto that is based upon the LIBOR
Rate (subject to the ability of the Lender Group to applySection 2.6(c)(i)thereto) until the last day of each such Interest Period, at
which time the interest rate applicable thereto automatically shall convert to the rate of interest then applicable to non-LIBOR Rate Advances under Section 2.6hereof.

(b)  LIBOR
Election.



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(c)Prepayments.Borrowers may prepay LIBOR Rate Advances at any time;provided,
however, that in the event that LIBOR Rate Advances are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any
automatic prepayment through the required application by Agent of proceeds of Collections or for any other reason, including early termination of the term of this Agreement or acceleration of the
Obligations pursuant to the terms hereof, Borrowers shall indemnify, defend, and hold Agent and the Lenders and their participants harmless against any and all Funding Losses that arise in connection
with such prepayment other than Funding Losses which are the result of the gross negligence or willful misconduct of Agent, any Agent-Related Person, any Lender, or any Lender-Related Person.

(d)Special Provisions Applicable to LIBOR Rate.



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(e)No Requirement of Matched Funding.Anything to the contrary contained herein notwithstanding, neither Agent,
nor any Lender, nor any participant is required actually to acquire eurodollar deposits to fund or otherwise match fund any Advances as to which interest accrues at the LIBOR Rate. The provisions of
this Section shall apply as if each Lender or its participants had match funded any Advances as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest
Period in the amount of the LIBOR Rate Advances.

2.14Capital Requirements.If after the date hereof any Lender determines that
(i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application
thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of
any such entity regarding capital adequacy (whether or not having the force of law), the effect of reducing the return on such Lender's or such holding company's capital as a consequence of such
Lender's Commitment to make Advances hereunder or its obligations in respect of any Letter of Credit to a level below that which such Lender
or such holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such holding company's then existing policies with respect to
capital adequacy and assuming the full utilization of such entity's capital) by any amount deemed by such Lender to be material, than such Lender may, by written notice given to Agent and
Administrative Borrower, require Borrowers to pay, on demand, an amount equal to such Lender's additional costs incurred during the ninety (90) days preceding the date on which such notice is
given and during each

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fiscal quarter thereafter;provided, however, that in the event that payments to any Lender are required to be made hereunder as a result of such
additional costs, Borrowers shall be entitled to substitute for such Lender any other bank or financial institution reasonably acceptable to the Agent and the Required Lenders. Each such Lender shall
state in the notice required by thisSection 2.14, in reasonable detail, the cause and amount of such additional cost. Within 30 days
after receipt of such notice, Borrowers may, at their option, elect to terminate that portion of the Revolving Credit Commitment that is held by such Lender.

2.15Joint and Several Liability of the Obligors.

(a)  Each
of the Obligors (with the exception of MCI) is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Agent and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of
the other Obligors (with the exception of MCI) to accept joint and several liability for the Obligations.

(b)  Each
of the Obligors (with the exception of MCI), jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a
co-debtor, joint and several liability with the other Obligors (with the exception of MCI), with respect to the payment and performance of all of the Obligations (including, without
limitation, any Obligations arising under thisSection 2.15), it being the intention of the parties hereto that all the Obligations shall be the
joint and several obligations of each Person comprising the Obligors (with the exception of MCI) without preferences or distinction among them.

(c)  If
and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations
in accordance with the terms thereof, then in each such event the other Persons comprising the Obligors (with the exception of MCI) will make such payment with respect to, or perform, such Obligation.

(d)  The
Obligations of each Person comprising the Obligors (with the exception of MCI) under the provisions of this Section 2.15constitute the absolute and unconditional, full recourse Obligations of each
Person comprising the Obligors (with the exception of
MCI) enforceable against each such Obligor to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances
whatsoever.

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(e)  Except as otherwise expressly provided in this Agreement, each Person comprising the Obligors (with the exception of MCI) hereby waives notice of acceptance of its joint
and several liability, notice of any Advances issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this
Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to
the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Except as otherwise
expressly provided in this Agreement, each Person comprising the Obligors (with the exception of MCI) hereby assents to, and waives notice of, any extension or postponement of the time for the payment
of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or
Lenders at any time or times in respect of any default by any Person comprising the Obligors (with the exception of MCI) in the performance or satisfaction of any term, covenant, condition or
provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part,
at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Person comprising the Obligors (with the exception of MCI).
Without limiting the generality of the foregoing except as otherwise expressly provided in this Agreement, each of the Obligors (with the exception of MCI) assents to any other action or delay in
acting or failure to act on the part of Agent or any Lender with respect to the failure by any Person comprising the Obligors (with the exception of MCI) to comply with any of its respective
Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which
might, but for the provisions of thisSection 2.15afford grounds for terminating, discharging or relieving any Person comprising the Obligors
(with the exception of MCI), in whole or in part, from any of its Obligations under thisSection 2.15, it being the intention of each Person
comprising the Obligors (with the exception of MCI) that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of such Person comprising the Obligors (with the exception of
MCI) under thisSection 2.15shall not be discharged except by performance and then only to the extent of such performance. The Obligations of
each Person comprising the Obligors (with the exception of MCI) under thisSection 2.15shall not be diminished or rendered unenforceable by any
winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Person comprising the Obligors (with the exception of MCI) or any Agent or Lender. The
joint and several liability of the Persons comprising the Obligors (with the exception of MCI) hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or
any other change whatsoever in the name, constitution or place of formation of any of the Persons comprising the Obligors (with the exception of MCI) or Agent or any Lender.

(f)    The
provisions of thisSection 2.15are made for the benefit of the Agent, the Lenders and their respective
successors and assigns, and may be enforced by it or them from time to time against any or all of the Persons comprising the Obligors (with the exception of MCI) as often as occasion therefor may
arise and without requirement on the part of the Agent, any such Lender, successor or assign first
to marshall any of its or their claims or to exercise any of its or their rights against any of the other Persons comprising the Obligors (with the exception of MCI) or to exhaust any remedies
available to it or them against any of the other Persons comprising the Obligors (with the exception of MCI) or to resort to any other source or means of obtaining payment of any of the Obligations
hereunder or to elect any other remedy. The provisions of thisSection 2.15shall remain in effect until all of the Obligations, other than
contingent indemnity obligations, shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded
or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any of the Persons comprising the Borrowers, or otherwise,

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the provisions of thisSection 2.15will forthwith be reinstated in effect, as though such payment had not been made.

(g)  Each
of the Persons comprising the Obligors (with the exception of MCI) hereby agrees that it will not enforce any of its rights of contribution or subrogation against
the other Person comprising the Obligors (with the exception of MCI) with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the
Agent or the Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations, other than contingent indemnity obligations, have been paid
in full in cash. Any claim which any Obligor (with the exception of MCI) may have against any other Obligor (with the exception of MCI) with respect to any payments to Agent or any Lender hereunder or
under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the
prior payment in full in cash of the Obligations.

(h)  Each
Obligor (with the exception of MCI) hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Obligor (with the
exception of MCI) will not demand, sue for or otherwise attempt to collect any indebtedness of any other Obligor (with the exception of MCI) owing to such Obligor until the Obligations, other than
contingent indemnity obligations, shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Obligor shall collect, enforce or receive any amounts in respect of such
indebtedness, such amounts shall be collected, enforced and received by such Obligor as trustee for the Lender Group, and shall deliver any such amounts to the Agent for application to the Obligations
in accordance withSection 2.4(b).

2.16Prior Loan Agreement; First Amendment.Anything herein to the contrary
notwithstanding, it is the express intent of the parties hereto to preserve the outstanding nature of all loans and other financial accommodations made or issued under the Prior Loan Agreement and
First Amendment and outstanding prior to the Closing Date. To that end, all such outstanding loans or other financial accommodations shall be converted on the Closing Date to the loans or other
financial accommodations made or issued hereunder, and shall not be deemed to have been repaid or cancelled and reloaned or reissued, but rather, at all times, continuously to have remained
outstanding, and all repayment obligations of the Obligors under or related to the Prior Loan Agreement and First Amendment, whether evidenced by notes or otherwise, shall be deemed restated by the
promise of the Obligors to pay the Obligations hereunder.

3.    CONDITIONS; TERM OF AGREEMENT.

3.1Conditions Precedent to the Initial Extension of Credit.The obligation of
the
Lender Group (or any member thereof) to make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the reasonable satisfaction of Agent, of
each of conditions precedent set forth below:



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(d)  Agent
shall have received copies of each Borrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each
Borrower;

(e)  Agent
shall have received a certificate of status with respect to each Borrower, dated within 14 days of the Closing Date, such certificate to be issued by the
appropriate officer of the jurisdiction of organization of each Borrower, which certificate shall indicate that each Borrower is in good standing in such jurisdiction;

(f)    Agent
shall have received certificates of status with respect to each Borrower, each dated within 21 days of the Closing Date, such certificates to be issued by
the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that each Borrower is
in good standing in such jurisdictions;

(g)  Agent
shall have received a certificate from the Secretary of Guarantor attesting to the resolutions of Guarantor's Board of Directors authorizing Guarantor's execution,
delivery, and performance of the Loan Documents to which Guarantor is a party and authorizing specific officers of Guarantor to execute the same;

(h)  Agent
shall have received copies of Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of Guarantor;

(i)    Agent
shall have received an opinion of Obligors' counsel in form and substance satisfactory to Agent in its Permitted Discretion;

(i)    Agent
shall have received satisfactory evidence (including a certificate of the chief financial officer of Administrative Borrower) that all tax returns required to be
filed and all taxes upon Borrowers or their respective properties, assets, income and franchises (including Real Property taxes and payroll taxes) have been paid, whether prior to delinquency or
subsequent to delinquency, except such taxes that are the subject of a Permitted Protest;

(j)    Borrowers
shall pay all Lender Group Expenses incurred by Agent or any other Lender in connection with the entry of Agent and the Lenders into this Agreement; and

(k)  all
other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in
form and substance reasonably satisfactory to Agent and its counsel.

3.2Conditions Subsequent to the Initial Extension of Credit.The obligations
of the
Lender Group (or any member thereof) to continue to make Advances or to issue Letters of Credit is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions
subsequent set forth

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below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):

(a)  within
5 Business Days of the Closing Date, Agent shall have received a mortgagee title insurance policy (or marked commitments to issue the same) for MFI's Medford,
Oregon facility issued by a title insurance company satisfactory to Agent in amounts satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable
first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the mortgagee title insurance policy otherwise shall be in form
and substance satisfactory to Agent;

(b)  within
5 Business Days of the Closing Date, a mortgagee title insurance policy (or marked commitments to issue the same) for GCI's Hollywood, California Retail Store
issued by a title insurance company satisfactory to Agent in amounts satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority
mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the mortgagee title insurance policy otherwise shall be in form and substance
satisfactory to Agent; and

(c)  within
30 days of the Closing Date, Agent shall have received searches from the appropriate governmental agencies reflecting the filing of all such financing
statements and the first priority position, with the exception of Permitted Liens, of the security interest of Agent in the Personal Property Collateral.

3.3Conditions Precedent to all Extensions of Credit.The obligation of the
Lender Group
(or any member thereof) to make all Advances, Swing Loans, or to issue Letters of Credit (and to make any other extensions of credit provided for hereunder) shall be subject to the following
conditions precedent:

(a)  the
representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of
such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),

(b)  no
Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,

(c)  no
injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain
in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, and

(d)  the
amount of the Revolver Usage, after giving effect to the requested Advances or Letter of Credit, shall not exceed the Availability.

The
foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of
Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided herein.

3.4Term.This Agreement shall become effective upon the execution and delivery
hereof
by Borrowers and the Lender Group and shall continue in full force and effect for a term ending on December 16, 2005 (the "Maturity Date"). The
foregoing notwithstanding, the Lender Group shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an
Event of Default.

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3.5Effect of Termination.On the date of termination of this Agreement, all
Obligations
(including contingent reimbursement obligations of Borrowers with respect to any outstanding Letters of Credit) immediately shall become due and payable without notice or demand. No termination of
this Agreement, however, shall relieve or discharge Borrowers of Borrowers' duties, Obligations, or covenants hereunder, continuing security interests in the Collateral, for the benefit of the Lender
Group, shall remain in effect until all Obligations have been fully and finally discharged and the Lender Group's obligations to provide additional credit hereunder have been terminated. Upon
termination of this Agreement and after all Obligations (other than contingent indemnification obligations) have been fully and finally discharged and the Lender Group's obligations to provide
additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrowers' sole expense, execute and deliver any Uniform Commercial Code termination statements, lien
releases, mortgage releases, re-assignments of trademarks, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as
are reasonably necessary to release, as of record, the security interests, financing statements, and all other notices of security interests and liens previously filed by Agent for the benefit of the
Lender Group with respect to the Obligations.

3.6Early Termination by Borrowers.Borrowers have the option, at any time upon
90 days prior written notice by Administrative Borrower to Agent, to terminate this Agreement by paying to Agent, for the benefit of the Lender Group, in cash, the Obligations (including either
(i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolving Credit Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or
(ii) causing the original Letters of Credit to be returned to the Agent), in full, together with the Applicable Prepayment Premium (for the ratable benefit of the Lenders with a Revolving
Credit Commitment based upon their Pro Rata Share of the Revolving Credit Commitment). If Administrative Borrower has sent a notice of termination pursuant to the provisions of this Section, then the
Commitments shall terminate and Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a
Revolving Credit Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Agent), in full, together
with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the
Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of the Required Lenders to terminate after the occurrence of an Event of
Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (iv) restructure, reorganization or compromise of the Obligations by
the confirmation of a plan of reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of
ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable
estimation and calculation of the lost profits or damages of the Lender Group, Borrowers shall pay the Applicable Prepayment Premium to Agent (for the ratable benefit of the Lenders with a Revolving
Credit Commitment based upon their Pro Rata Share of the Revolving Credit Commitment), measured as of the date of such termination.

4.    CREATION OF SECURITY INTEREST.

4.1Grant of Security Interest.Each Borrower hereby grants to Agent, for the
benefit of
the Lender Group a continuing security interest in all currently existing and hereafter acquired or arising Personal Property Collateral in order to secure prompt repayment of any and all Obligations
and in order to secure prompt performance by Borrowers of each of their covenants and duties under the Loan Documents ("Agent's Liens"). The Agent's
Liens in and to the Personal Property Collateral shall

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attach to all Personal Property Collateral without further act on the part of the Lender Group or Borrowers. Anything contained in this Agreement or any other Loan Document to the contrary
notwithstanding, except for Permitted Dispositions, no Borrower has authority, express or implied, to dispose of any item or portion of the Collateral.

4.2Negotiable Collateral.In the event that any Collateral, including proceeds,
 is
evidenced by or consists of Negotiable Collateral, and if and to the extent that perfection of priority of Agent's security interest is dependent on possession, each Borrower, immediately upon the
request of Agent, shall endorse and deliver physical possession of such Negotiable Collateral to Agent.

4.3Collection of Accounts, General Intangibles, and Negotiable Collateral.At
any time
after the occurrence and during the continuation of an Event of Default, Agent or Agent's designee may (a) notify customers or Account Debtors of Borrowers that the Accounts, General
Intangibles, or Negotiable Collateral have been assigned to Agent for the benefit of the Lender Group or that Agent for the benefit of the Lender Group or that Agent for the benefit of the Lender
Group has a security interest therein, or (b) collect the Accounts, General Intangibles, and Negotiable Collateral directly and charge the collection costs and expenses to the Loan Account.
Each Borrower agrees that it will hold in trust for the Lender Group, as the Lender Group's trustee, any Collections that it receives and promptly will deliver said Collections to Agent in their
original form as received by Borrowers.

4.4Delivery of Additional Documentation Required.At any time upon the
reasonable
request of Agent, each Borrower shall execute and deliver to Agent, all financing statements, fixture filings, security agreements, Control Agreements, pledges, assignments, endorsements of
certificates of title, and all other documents that Agent reasonably may request, in form and substance reasonably satisfactory to Agent, to perfect and continue perfected Agent's Liens in the
Collateral (whether now owned or hereafter arising or acquired), and in order to fully consummate all of the transactions contemplated hereby and under the other the Loan Documents.

4.5Power of Attorney.Each Borrower hereby irrevocably makes, constitutes, and
appoints
Agent (and any of Agent's officers, employees, or agents designated by Agent) as such Borrower's true and lawful attorney, with power to (a) if such Borrower refuses to, or fails timely to
execute and deliver any of the documents described inSection 4.4, sign the name of such Borrower on any of the documents described in Section 4.4, (b) at any time that an Event of Default has occurred and is continuing, sign such Borrower's name on any invoice or bill of
lading relating to any Account, drafts against Account Debtors, and notices to Account Debtors, (c) send requests for verification of Accounts, providedthat if no Event of Default is continuing,
Agent shall send out such requests no more often that 2 times
during any 12 month period, (d) endorse such Borrower's name on any Collection item that may come into the Lender Group's possession and deposit into Agent's Account, (e) at any
time that an Event of Default has occurred and is continuing, notify the post office authorities to change the address for delivery of such Borrower's mail to an address designated by Agent, to
receive and open all mail addressed to such Borrower, and to retain all mail relating to the Collateral and forward all other mail to such Borrower, (f) at any time that an Event of Default has
occurred and is continuing, make, settle, and adjust all claims under such Borrower's policies of insurance and make all determinations and decisions with respect to such policies of insurance, and
(g) at any time that an Event of Default has occurred and is continuing, settle and adjust disputes and claims respecting the Accounts directly with Account Debtors, for amounts and upon terms
that Agent determines to be reasonable, and Agent may cause to be executed and delivered any documents and releases that Agent determines, in the exercise of its Permitted Discretion, to be necessary.
The appointment of Agent as each Borrower's attorney, and each and every one of its rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully and
finally repaid and performed and the Lender Group's obligations to extend credit hereunder are terminated.

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4.6Right to Inspect.Agent and each Lender (through any of their respective
officers,
employees, or agents) shall have the right, from time to time hereafter to inspect the Books and to check, test, and appraise the Collateral in order to verify each Borrower's financial condition or
the amount, quality, value, condition of, or any other matter relating to, the Collateral, provided that prior to the occurrence and continuance of an Event of Default, such inspections, checks,
tests, and appraisals shall occur only during a Borrower's normal business hours upon at least one Business Day's prior notice. Without in any way limiting the foregoing, each Borrower will, upon the
request of Agent and the Required Lenders, (i) during any period when no Event of Default has occurred and is continuing, participate in a meeting of the Agent and Lenders twice during each
calendar year to be held at GCI' corporate offices (or such other location as may be agreed upon between Agent and Administrative Borrower) at such time as may be agreed to by Administrative Borrower
and Agent, and (ii) following the occurrence and during the continuance of an Event of Default, participate in meetings of the Agent and Lenders at such frequency as the Agent shall request in
the exercise of its Permitted Discretion to be held at GCI' corporate offices (or such other location as may be agreed upon between Agent and Administrative Borrower) at such time as may be agreed to
by Administrative Borrower and Agent.

4.7Control Agreements.Each Obligor agrees that it will not transfer assets
out of any
Securities Accounts other than as permitted underSection 7.24and, if to another securities intermediary, unless each of such Obligor, Agent,
and the substitute securities intermediary have entered into a Control Agreement. No arrangement contemplated hereby or by any Control Agreement in respect of any Securities Accounts or other
investment property shall be modified by an Obligor without the prior written consent of Agent. Upon the occurrence and during the continuance of a Default or Event of Default, Agent may notify any
securities intermediary to liquidate or transfer the applicable Securities Account or any related investment property maintained or held thereby and remit the proceeds thereof to the Agent Account.

5.    REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, GCI and each of its Subsidiaries, as applicable, makes the following representations and
warranties to the Lender Group which shall be true, correct, and complete, in all material respects, as of the date hereof, and shall be true, correct, and complete in all material respects as of the
Closing Date, and at and as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of
credit) (except to the extent that such representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this
Agreement:

5.1No Encumbrances.Each Borrower has good and indefeasible title to the
Collateral,
free and clear of Liens except for Permitted Liens.

5.2Eligible Accounts.The Eligible Accounts are bona fide existing payment
obligations
of Account Debtors created by the sale and delivery of Inventory or the rendition of services to Borrowers' customers in the ordinary course of Borrowers' business, owed to a Borrower without
defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Eligible Account is in compliance with the criteria for eligibility set forth under
the definition of "Eligible Accounts" inSection 1.1.

5.3Eligible Inventory.All Eligible Inventory is of good and merchantable
quality, free
from defects. As to each item of Eligible Inventory, such Inventory is in compliance with the criteria for eligibility set forth under the definition of "Eligible Inventory" in Section 1.1.

5.4Equipment.All of the Equipment is used or held for use in the Obligors'
business
and substantially all of such Equipment is fit for such purposes.

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5.5Location of Inventory and Equipment.The Inventory and Equipment are not
stored with
a bailee, warehouseman, or similar party and are located only at the locations identified onSchedule 6.11permitted by Section 6.11.

5.6Inventory Records.Each Obligor keeps correct and accurate records, with
the
exception of insignificant errors, itemizing and describing the type, quality, and quantity of the Inventory and its cost therefor.

5.7Location of Chief Executive Office; FEIN; Organization I.D. Number.The
chief
executive office of the Obligors is located at the address indicated inSchedule 5.7and each Obligor's FEIN and organizational identification
Number is identified inSchedule 5.7.

5.8Due Organization and Qualification; Subsidiaries.

(a)  Each
Obligor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization and qualified to do business in any state where
the failure to be so qualified would reasonably be expected to cause a Material Adverse Change.

(b)  Set
forth onSchedule 5.8, is a complete and accurate description of the authorized capital Stock of each Obligor
(other than GCI) as of the Closing Date, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 5.8, there are no subscriptions, options, warrants, or calls relating to any shares of the capital Stock of any Obligor (other than GCI)
as of the Closing Date, including any right of conversion or exchange under any outstanding security or other instrument. No Obligor is subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock.

(c)  Set
forth onSchedule 5.8, is a complete and accurate list of GCI's direct and indirect Subsidiaries, showing:
(i) the jurisdiction of their incorporation; (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries; and (iii) the number
and the percentage of the outstanding shares of each such class owned directly or indirectly by GCI. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully
paid and non-assessable.

(d)  Except
(i) as set forth onSchedule 5.8and (ii) issuance to management or employees of the Obligors
of up to 20% of the outstanding Stock of MCI, no capital Stock (or any securities, instruments, warrants, options, purchase rights, conversion or exchange rights, calls, commitments or claims of any
character convertible into or exercisable for Stock) of any direct or indirect Subsidiary of GCI is subject to the issuance of any security, instrument, warrant, option, purchase right, conversion or
exchange right, call, commitment or claim of any right, title, or interest therein or thereto.

5.9Due Authorization; No Conflict.

(a)  The
execution, delivery, and performance by each Obligor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of
such Obligor.

(b)  The
execution, delivery, and performance by each Obligor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal,
state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board), applicable to such Obligor, the Governing Documents of such Obligor, or any order, judgment, or
decree of any court or other Governmental Authority binding on such Obligor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under
any material contractual obligation of such Obligor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Obligor,
other than Permitted Liens, or (iv) except to the extent previously obtained, require any approval of stockholders or any approval or consent of any Person under any material contractual
obligation of such Obligor.

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(c)  Other
than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Obligor of the Loan Documents to which
such Obligor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.

(d)  The
Loan Documents to which each Obligor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Obligor will be the
legally valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.

(e)  The
Agent's Liens granted by Obligors to Agent, for the benefit of the Lender Group, in and to its assets pursuant to this Agreement and the other Loan Documents are
validly created, perfected (except where the lack of perfection is the result of the Agent's failure to file a financing statement, or to continue a financing statement once filed, or to
continue possession of Collateral where the security interest therein is perfected through possession), and first priority Liens, subject only to Permitted Liens.

5.10Litigation.Other than those matters disclosed on Schedule 5.10, there are no actions, suits, or proceedings pending or, to the best knowledge of the Obligors, threatened against an Obligor, or
any of its Subsidiaries, as applicable, except for matters arising after the Closing Date that, if decided adversely to an Obligor, or any of its Subsidiaries, as applicable, would not reasonably be
expected to cause in a Material Adverse Change.

5.11No Material Adverse Change.All financial statements relating to Borrowers
or any
guarantor of the Obligations that have been delivered by GCI to the Lender Group have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of
footnotes and being subject to year-end audit adjustments) and fairly present Borrowers' (or such guarantor's, as applicable) financial condition as of the date thereof and results of
operations for the period then ended. There
has not been a Material Adverse Change with respect to any Borrower (or such guarantor, as applicable) since the date of the latest financial statements submitted to the Lender Group on or before the
Closing Date.

5.12Fraudulent Transfer.

(a)  Each
Obligor is Solvent.

(b)  No
transfer of property is being made by an Obligor and no obligation is being incurred by an Obligor in connection with the transactions contemplated by this Agreement
or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Obligor.

5.13Employee Benefits.(a) no ERISA Event has occurred or is reasonably
expected
to occur with respect to any Plan of an Obligor or any of its ERISA Affiliates; (b) no Obligor nor any of its ERISA Affiliates has incurred or is reasonably expected to incur any Withdrawal
Liability to any Multiemployer Plan; and (c) no Obligor nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of an Obligor or any of its ERISA Affiliates
that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to
be terminated, within the meaning of Title IV of ERISA, and any such event, either individually or in the aggregate could reasonably be expected to result in a liability of the Obligors and their
Subsidiaries in excess of $250,000. As of the Closing Date, none of Obligors, any of their Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Benefit Plan.

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5.14Environmental Condition.None of Obligors' properties or assets has ever
been used
to produce, treat, release, or transport, any Hazardous Materials. None of Obligors' properties or assets has ever been designated or identified in any manner pursuant to any environmental protection
statute as a Hazardous Materials disposal site, or a candidate for closure pursuant to any environmental protection statute. No Lien arising under any environmental protection statute has attached to
any revenues or to any real or personal property owned or operated by an Obligor. No Obligor has received a summons, citation, notice, or directive from the Environmental Protection Agency or any
other federal or state governmental agency concerning any action or omission by such Obligor resulting in the releasing or disposing of Hazardous Materials into the environment.

5.15Brokerage Fees.No Obligor has utilized the services of any broker or
finder in
connection with Borrowers' obtaining financing from the Lender Group under this Agreement and no brokerage commission or finders fee is payable in connection herewith.

5.16Intentionally Omitted.

5.17Intellectual Property.Each Obligor owns, or holds licenses in, all
trademarks,
trade names, copyrights, patents, patent rights, and licenses that are necessary to the conduct of its business as currently conducted.

5.18Leases.Each Obligor enjoys peaceful and undisturbed possession under all
leases
material to the business of such Obligor and to which it is a party or under which it is operating. All of such leases are valid and subsisting and no material default by such Obligor exists under any
of them.

5.19DDAs.Set forth on Schedule 5.19are all of Obligors' current DDAs, including, with respect to each depository (i) the name and address of that depository;
and (ii) the account number(s) of the account(s) maintained with such depository.

5.20Offsite Storage Locations.With respect to each Offsite Storage Location,
(i) no more than $500,000 in Inventory is stored at each such location and no more than $1,500,000 in the aggregate is stored at all Offsite Storage Locations, and (ii) GCS has complete
and unrestricted access to each such location and the Inventory located thereat.

6.    AFFIRMATIVE COVENANTS.

Each Borrower covenants and agrees that, so long as any credit hereunder shall be available and until full and final payment of the Obligations (other than
contingent indemnification obligations), each Obligor or its Subsidiaries, as applicable, shall do all of the following:

6.1Accounting System.Maintain a system of accounting that enables Borrowers
to produce
financial statements in accordance with GAAP and maintain records pertaining to the Collateral that contain information as from time to time reasonably may be requested by Agent. Each Borrower also
shall keep an inventory reporting system that shows all additions, sales, claims, returns, and allowances with respect to the Inventory.

6.2Collateral Reporting.Provide Agent with the following documents at the
following
times in form reasonably satisfactory to Agent:

(a)  on
a daily basis, from and after the Receivables Activation Date and during any period after the occurrence and during the continuance of an Event of Default, a sales
journal, collection journal, and credit register since the last such schedule,

(b)  on
a weekly basis and, in any event, by no later than the third Business Day of the immediately following week

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(c)  on
a monthly basis and, in any event, by no later than the 15th day of each month during the term of this Agreement,



52

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(d)  on a monthly basis and, in any event, by no later than the 16th day of each month during the term of this Agreement, a detailed aging, by total, of the Eligible
Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Agent, together with a calculation of Accounts or rights to payment that are not
Eligible Accounts, gift certificates, and merchandise credits,

(e)  promptly
upon request of Agent in the exercise of its Permitted Discretion,



(f)    on
the Receivables Activation Date, a roll-forward to the Business day immediately preceding the Receivables Activation Date of the sales journal, collection
journal, and credit register delivered by Borrower to Agent for the immediately preceding month pursuant toSection 6.2(c)(i).

6.3Financial Statements, Reports, Certificates.Deliver to Agent, with copies
to each
Lender:



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Each
Borrower agrees to deliver financial statements prepared on a consolidated basis and that no Obligor will have a fiscal year different from that of GCI.

6.4Guarantor Reports.Cause each Guarantor of any of the Obligations to
deliver its
annual financial statements at the time when GCI provides its audited financial statements to Agent and, upon the request of Agent following and during the continuation of an Event of Default, copies
of all federal income tax returns as soon as the same are available and in any event no later than 30 days after the same are required to be filed by law.

6.5Return.Cause returns and allowances, if any, as between a Borrower and its
Account
Debtors to be on the same basis and in accordance with the usual customary practices of such Borrower, as they exist at the time of the execution and delivery of this Agreement. If, at a time when an
Event of Default has occurred and is continuing, any Account Debtor returns any Inventory to a Borrower that exceeds $100,000 for any particular sale transaction, such Borrower promptly shall
determine the reason for such return and, if Agent consents (which consent shall not be unreasonably withheld), issue a credit memorandum (with a copy to be sent to Agent) in the appropriate amount to
such Account Debtor.

6.6Title to Equipment.Upon Agent's request in the exercise of its Permitted
Discretion, immediately deliver to Agent, properly endorsed, any and all certificates or documents of title to any items of Equipment which, individually, have a value in excess of $100,000, or in the
aggregate have a value in excess of $750,000.

6.7Maintenance of Equipment.Maintain the Equipment in good operating
condition and
repair (ordinary wear and tear excepted), and to the extent necessary to the continued operations of an Obligor make all necessary replacements thereto so that the value and operating efficiency
thereof shall at all times be maintained and preserved. Other than those items of Equipment that constitute fixtures on the Closing Date or Equipment with an aggregate book value to Borrowers in an
amount not to exceed $1,000,000 during any fiscal year, no Borrower shall permit any item of Equipment to become a fixture to real estate or an accession to other property, other than Real Property
Collateral, and such Equipment shall at all times remain personal property unless a part of Real Property Collateral.

6.8Taxes.Cause all assessments and taxes, whether real, personal, or
otherwise, due or
payable by, or imposed, levied, or assessed against any Obligor or any of its property to be paid in full, before delinquency or before the expiration of any extension period, except to the extent
that the validity of such assessment or tax shall be the subject of a Permitted Protest. The Obligors will make timely payment or deposit of all tax payments and withholding taxes required of it by
applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Agent with proof satisfactory to
Agent indicating that each Obligor has made such payments or deposits. Upon the request of Agent in the exercise of its Permitted Discretion, Administrative Borrower shall deliver satisfactory
evidence of payment of applicable excise taxes in each jurisdictions in which (a) such Obligor conducts business or is required to pay any such excise tax, or (b) where such Obligor's
failure to pay any such applicable excise tax would result in a Lien on the properties or assets of such Obligor, in each case, where such Obligor's failure to pay any such applicable excise tax would
constitute a Material Adverse Change.

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6.9Insurance.



Name

AmountMr. Marty Albertson

$
3,500,000Mr. Larry Thomas

$
5,000,000




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6.10No Setoffs or Counterclaims.Make payments hereunder and under the other
Loan
Documents by or on behalf of the Obligors without setoff or counterclaim and free and clear of, and without deduction or withholding for or on account of, any federal, state, or local taxes.

6.11Location of Inventory and Equipment.Keep the Inventory and Equipment only
at the
locations identified onSchedule 6.11; provided, however, that Borrowers may amendSchedule 6.11so long as such amendment occurs by written
notice to Agent not less than 30 days prior to the date on which the Inventory or Equipment is moved to such new location, so
long as such new location is within the continental United States, and so long as, not less than 30 days prior to the effectiveness of such amendment, Borrowers provide any financing statements
or fixture filings necessary to perfect and continue perfected the Agent's Liens on such assets and, if requested by Agent in the exercise of its Permitted Discretion, also provides to Agent a
Collateral Access Agreement.

6.12Compliance with Laws.Comply with the requirements of all applicable laws,
rules,
regulations, and orders of any governmental authority, including the Fair Labor Standards Act and the Americans With Disabilities Act, other than laws, rules, regulations, and orders the
non-compliance with which, individually or in the aggregate, would not result in and would reasonably not be expected to result in a Material Adverse Change.

6.13Employee Benefits.



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6.14Leases.Pay when due (after giving effect to all cure periods under such
leases)
all rents and other amounts payable under any leases to which any Borrower is a party or by which a Borrower's properties and assets are bound, unless such payments are the subject of a Permitted
Protest or where the failure to make such payment would have only ade minimiseffect on the business, operations, results of operations, assets,
liabilities or condition (financial or otherwise) of the Borrowers taken as a whole. To the extent that any Borrower fails timely to make payment of such rents and other amounts payable when due under
its leases, Agent shall be entitled, in its discretion, to reserve an amount equal to such unpaid amounts against the Borrowing Base.

6.15[Intentionally Omitted].

6.16Projections.Not later than 30 days prior to the end of each fiscal
year of
GCI, deliver to Agent Projections of GCI, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent in its Permitted Discretion, for the forthcoming fiscal year,
month by month, certified by the chief financial officer of Administrative Borrower as being such officer's good faith best estimate of the financial performance of the Obligors during the period
covered thereby.

6.17Corporate Existence, etc.Except as otherwise permitted hereunder, at all
time
preserve and keep in full force and effect each Obligor's valid corporate existence and good standing and any rights and franchises material to such Obligor's businesses.

6.18Disclosure Updates.Promptly and in no event later than 5 Business Days
after
obtaining knowledge thereof, (i) notify Agent if any written information, exhibit, or report furnished to the Lender Group contained any untrue statement of a material fact or omitted to state
any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made, and (ii) correct any defect or error that may be discovered
therein or in any Loan Document or in the execution, acknowledgement, filing, or recordation thereof.

6.19Mailing Lists.Add Agent as an addressee on all mailing lists maintained
by or for
the Obligors.

6.20Inventory Cycle Counts.Perform Inventory cycle counts in the manner and
at the
times described in GCS's Cycle Count Manual as in effect on the Closing Date.

6.21Distribution Centers.From and after the Closing Date, Inventory located
at the
Medford, Oregon and Knoxville, Tennessee distribution centers of MFI shall be used solely to support direct response sales fulfillment,provided, however,
Borrowers may from time to time transfer Inventory from MFI to GCS in order to correct overstock situations and to use repackaged, slow moving,
or discontinued items for promotional purposes or as GCS may otherwise reasonably deem appropriate.

6.22Permitted Acquisitions.In connection with any Permitted Acquisition
involving the
acquisition of the Stock of another Person by any Borrower, Borrowers shall execute and deliver to Agent such amendments, modifications, or supplements to the Loan Documents as Agent may request in
the exercise of its Permitted Discretion, including an amendment to the Stock Pledge Agreement to pledge all of the issued and outstanding Stock of such acquired Person thereunder together with the
delivery of certificates (if any) representing such shares of Stock with attached stock powers endorsed in blank, and shall cause the Person that is the subject of the Permitted Acquisition to execute
and deliver to Agent all appropriate joinder documents to make it an Obligor party to the Loan Documents

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and appropriate UCC-1 financing statements, fixture filings, Collateral Access Agreements, mortgages or deeds of trust, and any other documents, instruments, or Agreements that Agent may
request in the exercise of its Permitted Discretion.

6.23[Intentionally Omitted].

6.24American Music Acquisition Documents.

No
Borrower shall, without the prior written consent of Agent, directly or indirectly, amend, modify, cancel or terminate, or permit the amendment, modification, cancellation or
termination of any American Music Acquisition Document if the effect thereof would or reasonably could be expected to result in a Material Adverse Change.

7.    NEGATIVE COVENANTS.

GCI and each Borrower covenants and agrees that, so long as any credit hereunder shall be available and until full and final payment of the Obligations (other
than contingent indemnification obligations), no Obligor nor any of its Subsidiaries will do any of the following:

7.1Indebtedness.Create, incur, assume, permit, guarantee, or otherwise become
or
remain, directly or indirectly, liable with respect to any Indebtedness, except:



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7.2Liens.Create, incur, assume, or permit to exist, directly or indirectly,
any Lien
on or with respect to any of its property or assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens (including Liens that are
replacements of Permitted Liens to the extent that the original Indebtedness is refinanced underSection 7.1(l)and so long as the replacement
Liens only encumber those assets or property that secured the original Indebtedness).

7.3Restrictions on Fundamental Changes.



provided,however, that nothing contained in thisSection 7.3shall be construed to restrict or limit
(i) any offering, issuance, or sale by GCI, in one or more transactions, public or private, of its common Stock or other Stock
that does not require any cash payment until after the second anniversary of the Maturity Date (including any concomitant increase in the number of authorized shares of Stock of GCI or in the
authorized share capital of GCI), so long as such offerings, issuances, and sales are made in compliance with all applicable laws and regulations and would not, individually or collectively, result in
a Change of Control, (ii) Permitted Acquisitions, (iii) the merger or consolidation of a wholly owned Solvent Subsidiary into another wholly owned Solvent Subsidiary or a wholly owned
Solvent Subsidiary with and into a Borrower, (iv) Permitted Dispositions, (v) the merger or consolidation of MCI with any other Person provided that such merger or consolidation would
not result in a Change of Control, or (vi) Permitted Investments.

7.4Disposal of Assets.Sell, lease, assign, transfer, or otherwise dispose of
any of
Obligors' properties or assets, other than pursuant to Permitted Dispositions.

7.5Change Name.Change any Obligor's name, FEIN, corporate structure (within
the
meaning of the Code), or identity, or add any new fictitious name, except that any Obligor may do so upon at least 30 days prior written notice to Agent of such change and so long as, at the
time of such written notification, Administrative Borrower provides any financing statements or fixture filings necessary to perfect and continue perfected Agent's or any other member of the Lender
Group's security interests in the Collateral.

7.6Guarantee.Guarantee or otherwise become in any way liable with respect to
the
obligations of any third Person (other than a Borrower) except by endorsement of instruments or items of payment for deposit to the account of an Obligor or which are transmitted or turned over to
Agent or guarantees of the Obligations or trade guarantees made in the ordinary course of business in an aggregate contingent amount not to exceed $250,000 outstanding at any one time.

7.7Nature of Business.Make any change in the principal nature of a Obligor's
business
to include activities other than the Business.

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7.8Prepayments and Amendments.



7.9Change of Control.Cause, permit, or suffer, directly or indirectly, any
Change of
Control without the prior written consent of Agent and the Required Lenders.

7.10Consignments.Consign any Inventory or sell any Inventory on bill and hold,
 sale or
return, sale on approval, or other conditional terms of sale (except for (a) Borrowers' customary return policy applicable to the return of inventory purchased by Borrowers' retail customers in
the ordinary course of Borrowers' business and (b) rent-to-purchase programs and satellite arrangements with third parties for rent-to-purchase
programs for musical instruments, both in the ordinary course of business), or have possession of any property on consignment to an Obligor.

7.11Distributions.Make any distribution or declare or pay any dividends (in
cash or
other property, other than Stock) on, or purchase, acquire, redeem, or retire any of any Obligor's Stock, of any class, whether now or hereafter outstanding; provided,however, that the foregoing shall not restrict the ability of:



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7.12Accounting Methods.Modify or change its method of accounting (other than
as may be
required to conform to GAAP) or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered into with any third party accounting firm or service bureau for the
preparation or storage of Obligors' accounting records without said accounting firm or service bureau agreeing to provide Agent information regarding the Collateral or the Obligors' financial
condition.

7.13Investments.Except for Permitted Investments, directly or indirectly make,

acquire, or incur any liabilities (including contingent obligations) for or in connection with any Investment;provided, however, that no Obligor shall
have Permitted Investments consisting of Investment Property or Cash Equivalents (other than in the GCS Collection
Accounts, the Concentration Accounts, or the Designated Account) in excess of $100,000 outstanding at any one time without the prior written consent of Agent, which consent may be conditioned, at
Agent's election, on such Obligor entering into Control Agreements or similar arrangements governing such Permitted Investments, as Agent shall determine in its Permitted Discretion, to perfect (and
further establish) Agent's Liens in such Permitted Investments.

7.14Transactions with Affiliates.Except as otherwise permitted by this
Agreement and
except for management, accounting, or other business services to be provided by GCI to the other Obligors and the license of intellectual property rights by GCI to the other Obligors, directly or
indirectly enter into or permit to exist any material transaction with any Affiliate of any Obligor except for transactions that are in the ordinary course of such Obligor's business, upon fair and
reasonable terms, that are fully disclosed to Agent, and that are no less favorable to such Obligor than would be obtained in an arm's length transaction with a non-Affiliate.

7.15Suspension.Suspend or go out of a substantial portion of its business.

7.16[Intentionally Omitted].

7.17Use of Proceeds.Use the proceeds of the Advances for any purpose other
than
(a) on the Closing Date, (i) to repay in full the outstanding principal, accrued interest, and accrued fees and expenses owing to Existing Lender, and (ii) to pay transactional
fees, costs, and expenses incurred in connection with this Agreement, and (b) thereafter, consistent with the terms and conditions hereof, for its lawful and permitted corporate purposes
including the financing of working capital, store expansion via development or purchase, and capital expenditures.

7.18Change in Location of Chief Executive Office and Jurisdiction of Organization; Inventory and Equipment with
Bailees.Relocate its chief executive office to a new location or change the jurisdiction of its organization without providing 30 days prior written
notification thereof to Agent and so long as, within 10 days prior to such relocation or change, Administrative Borrower provides any financing statements or fixture filings necessary to
perfect and continue perfected the Agent's Liens and also provides to Agent a Collateral Access Agreement with respect to such new location or jurisdiction of organization. The Inventory and Equipment
shall not at any time now or hereafter be stored with a bailee, warehouseman, or similar party without Agent's prior written consent. Agent hereby acknowledges that the Borrowers have given proper
notice of their move of their chief executive office to Westlake Village, California as indicated in the Schedules to this Agreement.

7.19No Prohibited Transactions Under ERISA.Directly or indirectly:



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which,
individually or in the aggregate with all other events under clauses (a) through (h), results in or reasonably would be expected to result in a claim against or liability of Borrowers,
any of their Subsidiaries or any ERISA Affiliate in excess of $250,000.

7.20Financial Covenants.Fail to maintain:



Period Ending

Minimum
Tangible
Net Worth12/31/01

$
93,100,00003/31/02

$
94,700,00006/30/02

$
97,700,00009/30/02

$
101,000,00012/31/02

$
112,000,00003/31/03

$
115,000,00006/30/03

$
118,000,00009/30/03

$
122,000,00012/31/03

$
134,000,00003/31/04 and each fiscal quarter thereafter

$
155,000,000




7.21Credit Card Receipts.Amend, modify, supplement or restate the Credit Card
Agreements in any material respect without the prior written consent of Agent, which shall not be unreasonably withheld.

7.22Capital Expenditures.Make consolidated capital expenditures (other than
Permitted
Acquisitions) in any fiscal year in excess of the amount set forth in the following table for the

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applicable period (the "Maximum Consolidated Capital Expenditures Amount");providedthat the Maximum
Consolidated Capital Expenditures Amount for any fiscal year as set forth below shall be increased by an amount equal to that portion, if any, of the Maximum Consolidated Expenditures Amount set forth
for the previous fiscal year that was not utilized for actual capital expenditures during such fiscal year:

Applicable Period

Maximum Consolidated
Capital Expenditures
AmountFiscal Year 2002

$
32,900,000Fiscal Year 2003

$
37,000,000Fiscal Year 2004

$
40,000,000Fiscal Year 2005

$
43,000,000


7.23Securities Accounts.No Obligor shall establish
or maintain
any Securities Account unless Agent shall have received a Control Agreement, duly executed and in full force and effect, in respect of such Securities Account. Each Obligor agrees that it will not
transfer assets out of any Securities Accounts;provided,however, that, so long as no Event of Default
has occurred and is continuing or would result therefrom, such Obligor may use such assets to the extent permitted by this Agreement.

7.24American Music Division.

From
and after the effective date of the American Music Acquisition, GCS shall not (i) integrate the operations of the American Music Division with and into the operations of GCS
that were conducted prior to the American Music Acquisition or (ii) commingle the assets acquired pursuant to the American Music Acquisition with any other assets of GCS (or with the assets of
any of the other Obligors) unless GCS provides Agent with 60 days written notice prior to the effectiveness of any such integration or commingling of GCS' intent to integrate operations or
commingle assets. Upon any such notice, Agent shall have the right pursuant toSection 2.1(b)(vi)to establish reserves with respect to
such integration or commingling in such amounts as Agent in its Permitted Discretion shall deem necessary or appropriate.

8.    EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an "Event of Default") under
this Agreement:



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providedthat, during any period of time that any such failure or neglect of any such Obligor referred to in this paragraph exists, even if such failure
or neglect is not yet an Event of Default by virtue of the
existence of a grace or cure period or the pre-condition of the giving of a notice, the Lender Group shall be relieved of its obligation to extend credit hereunder;



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9.    THE LENDER GROUP'S RIGHTS AND REMEDIES.

9.1Rights and Remedies.Upon the occurrence, and during the continuation, of
an Event
of Default, the Required Lenders (at their election but without notice of their election and without demand) may, except to the extent otherwise expressly provided or required below, authorize and
instruct Agent to do any one or more of the following on behalf of the Lender Group (and Agent, acting upon the instructions of the Required Lenders, shall do the same on behalf of the Lender Group),
all of which are authorized by Borrowers;provided,however, that upon an Event of Default as

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set forth inSection 8.5orSection 8.6, all Obligations shall automatically become
immediately due and payable:



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9.2Remedies Cumulative.The rights and remedies of the Lender Group under this
Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by
law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No
delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

10.  TAXES AND EXPENSES.

If any Obligor fails to pay any monies (whether taxes, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts
payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, to the
extent that Agent determines that such failure by such Obligor would reasonably be expected to result in a Material Adverse Change, in its discretion and without prior notice to the Obligors, Agent
may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in Borrowers' Loan Account as Agent deems necessary, in its Permitted
Discretion, to protect the Lender Group from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type described in Section 6.9and take any action with
respect to such policies as Agent deems prudent, in its Permitted Discretion. Any such amounts paid by Agent
shall constitute Lender Group Expenses. Any such payments made by Agent shall not constitute an agreement by the Lender Group to make similar payments in the future or a

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waiver by the Lender Group of any Event of Default under this Agreement. Agent need not inquire as to, or contest the validity of, any such expense, tax, or Lien and the receipt of the usual official
notice for the payment thereof shall be conclusive evidence that the same was validly due and owing.

11.  WAIVERS; INDEMNIFICATION.

11.1Demand; Protest; etc.Except as set forth in this Agreement and the other
Loan
Documents, each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension,
or renewal of accounts, documents, instruments, chattel paper, and guarantees relating to the Obligations or the Collateral at any time held by the Lender Group on which such Borrower may in any way
be liable.

11.2The Lender Group's Liability for Collateral.Each Borrower hereby agrees
that:
(a) so long as the Lender Group complies with its obligations, if any, under the Code and as otherwise required by law, the Lender Group shall not in any way or manner be liable or responsible
for: (i) the safekeeping of the Collateral; (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause other than as a result of the gross negligence or
willful misconduct of Agent, any other member of the Lender Group, or any Lender-Related Persons; (iii) any diminution in the value thereof; or (iv) any act or default of any carrier,
warehouseman, bailee, forwarding agency, or other third party; and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by the Obligors.

11.3Indemnification.Each Obligor shall pay, indemnify, defend, and hold the
Agent-Related Persons, the Lender-Related Persons with respect to each Lender, each Participant, and each of their respective officers, directors, employees, counsel, agents, and
attorneys-in-fact (each, an "Indemnified Person") harmless (to the fullest extent permitted by law) from and against any and all
claims, demands, suits, actions, investigations, proceedings, and damages, and all reasonable attorneys fees and disbursements and other costs and expenses actually incurred in connection therewith
(as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them in connection with or as a result of or related to
the execution, delivery, enforcement, performance, and administration of this Agreement and any other Loan Documents or the transactions contemplated herein, and with respect to any investigation,
litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party
thereto), or any act, omission, event or circumstance in any manner related thereto (all the foregoing, collectively, the "Indemnified Liabilities").
The Obligors shall have no obligation to any Indemnified Person under thisSection 11.3with respect to any Indemnified Liability that a court of
competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination of this Agreement
and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability for which the Obligors were required to
indemnify the Indemnified Person
receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by the Obligors with respect thereto.

12.  NOTICES.

Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other Loan Document shall be in writing and
(except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail
(postage prepaid, return receipt requested),

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overnight courier, or telefacsimile to the Administrative Borrower or the Agent, as the case may be, at its address set forth below:

If to Administrative
Borrower or
to an Obligor:

GUITAR CENTER, INC.5795 Lindero Canyon Road
Westlake Village, California 91326
Attn: Chief Financial Officer
Fax No. 818.735.4923with copies to:

LATHAM & WATKINS135 Commonwealth Drive
Menlo Park, California 94025
Attn: Anthony J. Richmond, Esq.
Fax No. 650.463.2600to Agent:

WELLS FARGO RETAIL FINANCE, LLC1 Boston Place
Boston, Massachusetts 02108
Attn: Robert Castine
Fax No. 617.523.4027with copies to:

BROBECK, PHLEGER & HARRISON LLP550 South Hope Street
Los Angeles, California 90071
Attn: John Francis Hilson, Esq.
Fax No. 213.745.3345


The
parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to all other parties. All notices or demands sent in
accordance with thisSection 12, other than notices by Agent in connection with enforcement rights against the Collateral under the provisions of
the Code, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail. Each Borrower acknowledges and agrees that notices sent by the
Lender Group in connection with the exercise of enforcement rights against Collateral under the provisions of the Code shall be deemed sent when deposited in the mail or personally delivered, or,
where permitted by law, transmitted by telefacsimile or any other method set forth above.

13.  CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN
DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED
HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS
LOCATED IN THE

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COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,PROVIDED,HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE REQUIRED LENDERS' OPTION, IN THE COURTS OF ANY JURISDICTION WHERE THE REQUIRED LENDERS ELECT TO BRING SUCH ACTION OR WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENSOR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THISSECTION
13.

EACH
BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN
DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY
CLAIMS. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

14.  ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

14.1Assignments and Participations.



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14.2Successors.This Agreement shall bind and inure to the benefit of the
respective
successors and assigns of each of the parties;provided,however, no Borrower may assign this Agreement
or any rights or duties hereunder without the Lenders' prior written consent and any prohibited assignment shall be absolutely voidab initio. No
consent to assignment by the Lenders shall release Borrowers from their Obligations prior to the date of such assignment. A Lender may assign this Agreement and the other Loan Documents and its rights
and duties hereunder and thereunder pursuant toSection 14.1hereof and, except as expressly required pursuant to Section 14.1hereof, no consent
or approval by any Borrower is required in connection with any such assignment.

15.  AMENDMENTS; WAIVERS.

15.1Amendments and Waivers.No amendment or waiver of any provision of this
Agreement
or any other Loan Document, and no consent with respect to any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by
Agent at the written request of the Required Lenders) and Borrowers and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided,however,
that no such waiver, amendment, or consent shall, unless in writing and signed by all the Lenders and Borrowers and acknowledged by Agent, do any of the following:



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and,
provided further, however, that no amendment, waiver or consent shall, unless in writing and signed by Agent, affect the rights or duties of Agent under this Agreement or any other Loan Document.
The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or release of or with respect to any provision of this Agreement or any other Loan Document that relates only
to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Borrowers, shall not require consent by or the agreement of Borrowers.

15.2Replacement of Holdout Lender.

(a)  If
any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders ("Subject Action"), and a
Lender ("Holdout Lender") fails to give its consent, authorization, or agreement, then Agent or Administrative Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender,
may permanently replace the Holdout Lender with one or more substitute Lenders who are also Eligible Transferees (each, a "Replacement Lender"), and the Holdout Lender shall have no right to refuse to
be replaced hereunder;provided, however,in the case of any Holdout Lender replaced by Administrative Borrower, Subject Action must (i) have
been requested in good faith and not for the purpose of avoiding any premium or penalty of any kind whatsoever, and (ii) have been approved by the Required Lenders; and, provided, further,that
Administrative Borrower may not permanently replace WFRF as a Lender so long as WFRF is also Agent. Such notice to replace the
Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Notwithstanding the foregoing,
Administrative Borrower shall have the right to permanently replace any Holdout Lender at any time (including WFRF) so long as any and all applicable premiums or penalties are paid by Borrowers to
such Holdout Lender in connection therewith.

(b)  Prior
to the effective date of any replacement made in accordance with the preceding paragraph (a), the Holdout Lender and each Replacement Lender shall execute
and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk
Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to
the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made
in accordance with the terms ofSection 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the
Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to

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make the Holdout Lender's Pro Rata Share of Advances and to purchased a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such
Letter of Credit.

15.3No Waivers; Cumulative Remedies.No failure by Agent or any Lender to
exercise any
right, remedy, or option under this Agreement, any other Loan Document, or any present or future supplement hereto or thereto, or in any other agreement between or among any Borrower and Agent or any
Lender, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the
extent specifically stated. No waiver by Agent or the Lenders on any occasion shall affect or diminish Agent's and each Lender's rights thereafter to require strict performance by Borrowers of any
provision of this Agreement. Agent's and each Lender's rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy which Agent or any
Lender may have.

16.  AGENT; THE LENDER GROUP.

16.1Appointment and Authorization of Agent.Each Lender hereby designates and
appoints
WFRF as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and
each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as
are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in thisSection 16.The provisions of this Section 16are solely for the benefit of Agent, and the Lenders and Borrowers shall have no rights as a third party beneficiary of any of the
provisions contained herein;provided, however,that certain of the provisions ofSection 16.10,
16.11and16.17(d)hereof also shall be for the benefit of Borrowers. Any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any
fiduciary relationship with each other or any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only, that WFRF is merely the representatives of the Lenders,
and has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or
refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the
other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the
right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status
of the Advances, the Collateral, the Collections, and related matters; (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents,
instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents; (c) make Advances, for itself or on behalf of Lenders as provided in the Loan Documents;
(d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and
appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any and all other rights and
remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents; and (g) incur
and pay such Lender Group Expenses as Agent may

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deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

16.2Delegation of Duties.Except as otherwise provided in this section, Agent
may
execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects as long as such selection was made in compliance with this section and without gross negligence or willful misconduct.

16.3Liability of Agent.None of the Agent-Related Persons shall (i) be
liable
for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by Borrowers or any Subsidiary or
Affiliate of Borrowers, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or
provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be
under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or
to inspect the Books or properties of Borrowers or the books or records or properties of any of Borrowers' Subsidiaries or Affiliates.

16.4Reliance by Agent.Agent shall be entitled to rely, and shall be fully
protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to
be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Borrower or counsel to any
Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless
Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If
Agent so requests, it shall first be indemnified to its reasonable satisfaction by Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to
take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of
the Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

16.5Notice of Default or Event of Default.Agent shall not be deemed to have
knowledge
or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account
of the Lenders, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrowers referring to this Agreement,
describing such Default or Event of Default, and stating that such notice is a "notice of default." Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default
of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender
shall be solely responsible for giving any notices to its Participants, if any. Subject toSection 16.4, Agent shall take such action with
respect to such Default or Event of Default as may be requested by the Required Lenders in accordance withSection 9; provided, however, that
unless and until Agent has received any

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such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

16.6Credit Decision.Each Lender acknowledges that none of the Agent-Related
Persons
has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their Subsidiaries or Affiliates, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and
creditworthiness of Borrowers and any other Person (other than the Lender Group) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and
made its own decision to enter into this Agreement and to extend credit to Borrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement
and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and
creditworthiness of Borrowers and any other Person (other than the Lender Group) party to a Loan Document. Except for notices, reports and other documents expressly herein required to be furnished to
the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and
other condition or creditworthiness of Borrowers and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

16.7Costs and Expenses; Indemnification.Agent may incur and pay Lender Group
Expenses
to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including without limiting
the generality of the foregoing, court costs, reasonable attorneys fees and expenses, costs of collection by outside collection agencies and auctioneer fees and costs of security guards or insurance
premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to the Loan Agreement or otherwise. Agent is authorized and
directed to deduct and retain sufficient amounts from Collections to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to
Lenders. In the event Agent is not reimbursed for such costs and expenses from Collections, each Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of
such Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not
reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so), according to their Pro Rata Shares, from and against any and all Indemnified Liabilities; provided,
however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender's ratable share of any costs or out-of-pocket expenses (including
attorneys fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the
extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this section shall survive the payment of all Obligations hereunder and the resignation or
replacement of Agent.

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16.8Agent in Individual Capacity.WFRF and its Affiliates may make loans to,
issue
letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any
Borrower and its Subsidiaries and Affiliates and any other Person (other than the Lender Group) party to any Loan Documents as though WFRF were not Agent hereunder, and, in each case, without notice
to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, WFRF or its Affiliates may receive information regarding a Borrower or its Affiliates and any other Person
(other than the Lender Group) party to any Loan Documents that is subject to confidentiality obligations in favor of such Borrower or such other Person and that prohibit the disclosure of such
information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best
efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms "Lender" and "Lenders" include WFRF in its individual capacity.

16.9Successor Agent.Agent may resign as Agent upon 45 days notice to the
Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation
of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law,
the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent
hereunder, such successor Agent shall succeed to all the rights, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment,
powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of thisSection 16shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is
45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of
Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

16.10Lender in Individual Capacity.Any Lender and its respective Affiliates
may make
loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other
business with each Borrower and its Subsidiaries and Affiliates and any other Person (other than the Lender Group) party to any Loan Documents as though such Lender were not the agent of Agent
hereunder without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Borrowers
or their Affiliates and any other Person (other than the Lender Group) party to any Loan Documents that is subject to confidentiality obligations set forth in Section 16.17(d)in favor of Borrowers
or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders
acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender not
shall be under any obligation to provide such information to them. With respect to the Swing Loans and Agent Advances,
Swing Lender shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the sub-agent of the Agent.

16.11Withholding Tax.

(a)  If
any Lender is a "foreign corporation, partnership or trust" within the meaning of the IRC and such Lender claims exemption from, or a reduction of, U.S. withholding
tax under Sections 1441 or

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1442 of the IRC, such Lender agrees with and in favor of Agent and Borrowers, to deliver to Agent and Borrowers:



Such
Lender agrees promptly to notify Agent and Administrative Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(b)  If
any Lender claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form 1001 and such Lender sells, assigns,
grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender, such Lender agrees to notify Agent of the percentage amount in which it is no longer the
beneficial owner of Obligations of Borrowers to such Lender. To the extent of such percentage amount, Agent will treat such Lender's IRS Form 1001 as no longer valid.

(c)  If
any Lender claiming exemption from United States withholding tax by filing IRS Form 4224 with Agent sells, assigns, grants a participation in, or otherwise
transfers all or part of the Obligations of Borrowers to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441
and 1442 of the IRC.

(d)  If
any Lender is entitled to a reduction in the applicable withholding tax, Agent may withhold from any interest payment to such Lender an amount equivalent to the
applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (a) of this Section are not delivered to Agent, then Agent may
withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

(e)  If
the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent did not properly withhold tax from amounts paid to
or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent of a change in circumstances which rendered
the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify Agent fully for all amounts paid, directly or indirectly, by Agent as tax or
otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent under this Section, together with all costs and expenses (including
attorneys fees and expenses). The obligation of the Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.

16.12Collateral Matters.

(a)  The
Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the
Commitments and payment and satisfaction in full by Borrowers of all Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection
therewith and if Administrative Borrower certifies to

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Agent that the sale or disposition is permitted underSection 7.4of this Agreement or the other Loan Documents (and Agent may rely conclusively
on any such certificate, without further inquiry); (iii) constituting property in which Borrowers owned no interest at the time the security interest was granted or at any time thereafter; or
(iv) constituting property leased to Borrowers under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute
and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or
(z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular
types or items of Collateral pursuant to thisSection 16.12; provided, however, that (1) Agent shall not be required to execute any
document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien
without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being
released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

(b)  Agent
shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrowers or is cared for, protected, or insured or
has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at
all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of
the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act
in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability
whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

16.13Restrictions on Actions by Lenders; Sharing of Payments.

(a)  Each
of the Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request
of Agent, set off against the Obligations, any amounts owing by such Lender to Borrowers or any accounts of Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees
that it shall not, unless specifically requested to do so by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, to foreclose any Lien on,
or otherwise enforce any security interest in, any of the Collateral the purpose of which is, or could be, to give such Lender any preference or priority against the other Lenders with respect to the
Collateral.

(b)  If,
at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the
Obligations arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this
Agreement, or (ii) payments from Agent in excess of such Lender's ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in kind,
and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in
accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders
so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by
the purchasing party is thereafter recovered from it, those

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purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but
without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

16.14Agency for Perfection.Agent and each Lender hereby appoints each other
Lender as
agent for the purpose of perfecting the Agent's Liens in assets which, in accordance with Article 9 of the Code can be perfected only by possession. Should any Lender obtain possession of any
such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent's request therefor shall deliver such Collateral to Agent or in accordance with Agent's instructions.

16.15Payments by Agent to the Lenders.All payments to be made by Agent to the
Lenders
shall be made by bank wire transfer or internal transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent.
Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium or interest on Advances or otherwise.

16.16Concerning the Collateral and Related Loan Documents.Each member of the
Lender
Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents relating to the Collateral, for the benefit of the Lender Group. Each member of the Lender Group agrees
that any action taken by Agent or all Lenders, as applicable, in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent or all
Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

16.17Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and
Information.

By
signing this Agreement, Agent (with respect to clause (d) below only) and each Lender:



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16.18Several Obligations; No Liability.Notwithstanding that certain of the
Loan
Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent
(if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to
make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any
interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for
notifying its Participants of any matters relating to

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the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 16.7, no member of the Lender Group shall have any liability for the acts or any other member of the Lender Group. No Lender shall be
responsible to Borrowers or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance for such other Lender or on its behalf in
connection with its Commitment, nor to take any other action on its behalf hereunder or in connection with the financing contemplated herein.

16.19Legal Representation of Agent.In connection with the negotiation,
drafting, and
execution of this Agreement and the other Loan Documents, or in connection with future legal representation relating to loan administration, amendments, modifications, waivers, or enforcement of
remedies, Brobeck, Phleger & Harrison LLP ("Brobeck") only has represented and only shall represent WFRF in its capacity as Agent and as a
Lender. Each other Lender hereby acknowledges that Brobeck does not represent any other Lender in connection with any such matters.

16.20Documentation Agent.

Notwithstanding
the provisions of this Agreement or any of the other Loan Documents, FRF (in its capacity as Documentation Agent as opposed to its capacity as a Lender) shall have no
powers, rights, duties, responsibilities, or liabilities with respect to this Agreement and the other Loan Documents nor shall FRF have or be deemed to have any fiduciary relationship with any Lender.

17.  GENERAL PROVISIONS.

17.1Effectiveness.This Agreement shall be binding and deemed effective when
executed
by each Borrower and each member of the Lender Group whose signature is provided for on the signature pages hereof.

17.2Section Headings.Headings and numbers have been set forth herein for
convenience
only. Unless the contrary is compelled by the context, everything contained in each section applies equally to this entire Agreement.

17.3Interpretation.Neither this Agreement nor any uncertainty or ambiguity
herein
shall be construed or resolved against the Lender Group or Borrowers, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be
construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.

17.4Severability of Provisions.Each provision of this Agreement shall be
severable
from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5Amendments in Writing.Except as set forth in Section 15.1, this
Agreement
can only be amended by a writing signed by Agent, the Required Lenders, and each Borrower.

17.6Counterparts; Telefacsimile Execution.This Agreement may be executed in
any number
of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this
Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original
executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

83

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17.7Revival and Reinstatement of Obligations.If the incurrence or payment of
the
Obligations by Borrowers or any guarantor of the Obligations or the transfer by either or both of such parties to the Lender Group of any property of either or both of such parties should for any
reason subsequently be declared to be void or voidable under any state or federal law relating to creditors' rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances,
preferences, and other voidable or recoverable payments of money or transfers of property (collectively, a "Voidable Transfer"), and if the Lender Group
is required to repay or restore, in whole or in part, any such Voidable Transfer, or
elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects to repay or restore, and as to all
reasonable costs, expenses, and attorneys fees of the Lender Group related thereto, the liability of Borrowers or such guarantor automatically shall be revived, reinstated, and restored and shall
exist as though such Voidable Transfer had never been made.

17.8Integration.This Agreement, together with the other Loan Documents,
reflects the
entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

17.9GCI as Agent for Borrowers.Each Borrower hereby irrevocably appoints GCI
as the
borrowing agent and attorney-in-fact for such Borrower (the "Administrative Borrower") which appointment shall remain in full
force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed
Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide Agent with all notices with respect to Advances and Letters of
Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its
behalf to obtain Advances and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling
of the Loan Account and Collateral of Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing
powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Obligor expects to derive
benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful
performance of the integrated group. To induce Lender Group to do so, and in consideration thereof, each Obligor hereby jointly and severally agrees to indemnify Lender Group and hold Lender Group
harmless against any and all liability, expense, loss or claim of damage or injury, made against Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of
(a) the handling of the Loan Account and Collateral of Borrowers as herein provided, (b) Lender Group's relying on any instructions of the Administrative Borrower, or (c) any
other action taken by Lender Group hereunder or under the other Loan Documents, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 17.9with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the
gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.

17.10Lenders' Consent.

In
connection with the transactions contemplated by this Agreement, each Lender hereby consents to the termination and payout of Foothill and Bank of America as Lenders under the First
Amendment, including, without limitation, to the terms of such payout as set forth in the Bank of America Termination Agreement and the Foothill Termination Agreement, respectively.

[Signature
page to follow.]

84

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

| |  | 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]                       

S-1

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| |  | WELLS FARGO RETAIL FINANCE, LLC,a Delaware limited liability company, as Agent and as a Lender                                                                                                                                 
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                                            
| |  | Name:                                                                                                                                                                                                                          
| |  | Title:                                                                                                                                                                                                                         
| |  | Wiring Instructions:
JP Morgan Chase Bank
4 New York Plaza, 15th Floor
New York, New York 10004
ABA# 021000021
Credit: Wells Fargo Retail Finance, LLC
Account No. 323-266193
Reference: For the benefit of Guitar Center, Inc.
| |  | [signature page continues]                                                                                                                                                                                                     

S-2

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| |  | FLEET RETAIL FINANCE INC,a Delaware corporation, formerly know as BankBoston Retail Finance Inc., as Documentation Agent and as a Lender                                                                 
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                      
| |  | Name:                                                                                                                                                                                                    
| |  | Title:                                                                                                                                                                                                   
| |  | Wiring Instructions:
Fleet Retail Finance Inc.
40 Broad Street, 10th Fl.
Boston, MA 02109
ABA# 011000138
Account No. 53039952
Account Name: BankBoston Retail Finance
Reference: Guitar Center Settlement
| |  | [signature page continues]                                                                                                                                                                               

S-3

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| |  | UNION BANK OF CALIFORNIA, N.A.,as a Lender                                                                                                                                                                                                           
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                                                                  
| |  | Name:                                                                                                                                                                                                                                                
| |  | Title:                                                                                                                                                                                                                                               
| |  | Wiring Instructions:
Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 81754-7417
ABA# 122000496
Office: Commercial Finance Division
Credit To: RC# 95300 196431
Wire Transfer Clearing A/C#196431
Reference: Guitar Center
| |  | [signature page continues]                                                                                                                                                                                                                           

S-4

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| |  | CONGRESS FINANCIAL CORPORATION (WESTERN)as a Lender                                                                                                                                                                      
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                                      
| |  | Name:                                                                                                                                                                                                                    
| |  | Title:                                                                                                                                                                                                                   
| |  | Wiring Instructions:
Chase Manhattan Bank
4 New York Plaza
New York, NY 10004
ABA# 021000021
Credit Account No.: 322-020-530
Credit Account Name: Congress Financial Corporation (Western)
Reference: Guitar Center, Inc.
| |  | [signature page continues]                                                                                                                                                                                               

S-5

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| |  | PNC BANK, NATIONAL ASSOCIATIONas a Lender                                                                                                                                                     
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                           
| |  | Name:                                                                                                                                                                                         
| |  | Title:                                                                                                                                                                                        
| |  | Wiring Instructions:
PNC Bank
ABA# 031207607
Credit Account No. 196039957830
Credit Account Name: PNC Business Credit
Reference: For the Benefit of Guitar Center, Inc.
Attn: Gurdatt Jagnanan
| |  | [signature page continues]                                                                                                                                                                    

S-6

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| |  | LASALLE BUSINESS CREDIT, INC.as a Lender                                                                                                                                                                                                        
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                                                             
| |  | Name:                                                                                                                                                                                                                                           
| |  | Title:                                                                                                                                                                                                                                          
| |  | Wiring Instructions:
LaSalle National Bank
135 South LaSalle Street
Suite 425
Chicago, Illinois 60603
ABA# 071000505
Credit Account No. 2321122
Credit Account Name: Guitar Center, Inc.
Reference:
Attn: Operations Department, Extension 47420

S-7

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Schedule C-1    Revolving Credit Commitments

|Lender                          |  | Commitment
|------------------------------- |  | ----------
|Wells Fargo Retail Finance, LLC |  | $         
|Fleet Retail Finance Inc.       |  | $         
|Union Bank of California, N.A.  |  | $         
|Congress Financial Corporation  |  | $         
|PNC Bank, National Association  |  | $         
|LaSalle Business Credit, Inc.   |  | $         
|Total Commitments               |  | $         

C-1

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