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                                                                   EXHIBIT 10.29


                               SECOND AMENDMENT TO
                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

        THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this "Amendment"), dated as of May 14, 1999, is entered into between
CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation ("Lender"),
on the one hand, and WHEREHOUSE ENTERTAINMENT, INC., a Delaware corporation,
WHEREHOUSE.COM, INC., a California corporation, WHEREHOUSE SUBSIDIARY I CO.,
INC., a Delaware corporation, WHEREHOUSE SUBSIDIARY II CO., INC., a California
corporation, and WHEREHOUSE SUBSIDIARY III CO., INC., a Delaware corporation
(collectively, "Borrower"), on the other.

                                     RECITAL

        A.      Borrower and Lender have previously entered into an Amended and
Restated Loan and Security Agreement dated as of October 26, 1998, as amended by
a First Amendment dated as of November 30, 1998 (the "Loan Agreement"), pursuant
to which Lender has made certain loans and financial accommodations available to
Borrower. Terms used herein without definition shall have the meanings ascribed
to them in the Loan Agreement.

        B.      Borrower and Lender wish to amend the Loan Agreement on the
terms and conditions set forth in this Amendment. Borrower is entering into this
Amendment with the understanding and agreement that, except as specifically
provided herein, none of Lender's rights or remedies as set forth in the Loan
Agreement is being waived or modified by the terms of this Amendment.

        NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

        1.      Amendment to Covenant Regarding Encumbrances. Section 9.8 of the
Loan Agreement is amended by renumbering clause (7) as clause (8) and adding,
immediately after the semi-colon at the end of clause (6), a new clause (7) to
read in its entirety as follows:

                "(7) liens on purchase money indebtedness (including capital
        leases) in an amount not to exceed $25,000,000 of aggregate original
        indebtedness or obligations;".

        2.      Amendment to Covenant Regarding Indebtedness. Section 9.9 of the
Loan Agreement is amended by deleting the word "and" at the end of clause (e),
replacing the period at the end of clause (f) with "; and" and adding a new
clause (g) to 


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read in its entirety as follows:

                "(g) capitalized leases in an amount not to exceed $31,900,000
        for retail store locations, as reflected on Borrower's consolidated
        balance sheet as of October 31, 1998."

        3.      Amendment Regarding Annual Financial Statements. Clause (iii) of
Section 9.6(a) of the Loan Agreement is amended to read in its entirety as
follows:

                "(iii)  simultaneously with the delivery of the same to the
        Securities and Exchange Commission, audited consolidated financial
        statements and, if Borrower has any subsidiaries, audited consolidating
        financial statements of Borrower and its subsidiaries (including in each
        case balance sheets, statements of income and loss, statements of cash
        flow and statements of shareholders' equity), and the accompanying notes
        thereto, all in reasonable detail, fairly presenting the financial
        position and the results of the operations of Borrower and its
        subsidiaries as of the end of and for such fiscal year, together with
        the opinion of independent certified public accountants, which
        accountants shall be an independent accounting firm selected by Borrower
        and reasonably acceptable to Lender, that such financial statements have
        been prepared in accordance with GAAP, and present fairly the financial
        condition and results of operations of Borrower and its subsidiaries as
        of the end of and for the fiscal year then ended, provided that if
        Borrower is not required to file such financial statements and opinions
        with the Securities and Exchange Commission, Borrower shall provide all
        such financial statements and opinions within ninety (90) days after the
        end of the fiscal year."

        4.      Effectiveness of this Amendment. Lender must have received the
following items, in form and content acceptable to Lender, before this Amendment
is effective and before Lender is required to extend any credit to Borrower as
provided for by this Amendment:

                (a)     Amendment. This Amendment fully executed in a sufficient
number of counterparts for distribution to Lender and Borrower;

                (b)     Authorizations. Evidence that the execution, delivery
and performance by Borrower and each guarantor or subordinating creditor of this
Amendment and any instrument or agreement required under this Amendment have
been duly authorized;

                (c)     Representations and Warranties. The representations and
warranties set forth in the Loan Agreement must be true and correct; and

                (d)     Consents. Counterparts of the Consent appended hereto
(the "Consent") executed on behalf of each of Wherehouse Holding I Co., Inc., a
Delaware 


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corporation and Wherehouse Holding II Co., Inc., a Delaware corporation
("Guarantors", and together with Borrower, each a "Loan Party" and collectively
the "Loan Parties").

        5.      Representations and Warranties. Borrower represents and warrants
as follows:

                (a)     Authority. Each Loan Party has the requisite corporate
power and authority to execute and deliver this Amendment or the Consent, as
applicable, and to perform its obligations hereunder and under the Financing
Agreements (as amended or modified hereby) to which it is a party. The
execution, delivery and performance by Borrower of this Amendment and by each
other Loan Party of the Consent, and the performance by each Loan Party of each
Financing Agreement (as amended or modified hereby) to which it is a party have
been duly approved by all necessary corporate action of such Loan Party and no
other corporate proceedings on the part of such Loan Party are necessary to
consummate such transactions.

                (b)     Enforceability. This Amendment has been duly executed
and delivered by Borrower. The Consent has been duly executed and delivered by
each Guarantor. This Amendment and each Financing Agreement (as amended or
modified hereby) is the legal, valid and binding obligation of each Loan Party
hereto or thereto, enforceable against such Loan Party in accordance with its
terms, and is in full force and effect.

                (c)     Representations and Warranties. The representations and
warranties contained in each Financing Agreement (other than any such
representations or warranties that, by their terms, are specifically made as of
a date other than the date hereof) are correct on and as of the date hereof as
though made on and as of the date hereof.

                (d)     No Default. Except as set forth on Schedule 1 attached
to and incorporated into this Amendment, no event has occurred and is continuing
that constitutes an Event of Default.

        6.      Choice of Law. The validity of this Amendment, its construction,
interpretation and enforcement, the rights of the parties hereunder, shall be
determined under, governed by, and construed in accordance with the internal
laws of the State of California governing contracts only to be performed in that
State.

        7.      Counterparts. This Amendment may be executed in any number of
counterparts and by different parties and separate counterparts, each of which
when so executed and delivered, shall be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. Delivery of
an executed counterpart of a signature page to this Amendment or the Consent by
telefacsimile shall be effective as delivery of a manually executed counterpart
of this Amendment or the Consent.

        8.      Reference to and Effect on the Financing Agreements.

                (a)     Upon and after the effectiveness of this Amendment, each


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reference in the Loan Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Loan Agreement, and each reference in the
other Financing Agreements to "the Loan Agreement", "thereof" or words of like
import referring to the Loan Agreement, shall mean and be a reference to the
Loan Agreement as modified and amended hereby.

                (b)     Except as specifically amended above, the Loan Agreement
and all other Financing Agreements, are and shall continue to be in full force
and effect and are hereby in all respects ratified and confirmed and shall
constitute the legal, valid, binding and enforceable obligations of Borrower to
Lender.

                (c)     The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of Lender under any of the Financing Agreements, nor
constitute a waiver of any provision of any of the Financing Agreements.

        IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the date first above written.

                                  CONGRESS FINANCIAL CORPORATION     
                                  (WESTERN)


                                  By: /s/ D.B. Laughton
                                  Name: D.B. Laughton
                                  Title: SVP


                                  WHEREHOUSE ENTERTAINMENT, INC.


                                  By: /s/ R.S. Kelleher
                                  Name: R.S. Kelleher
                                  Title: Executive VP, Chief Financial Officer


                                  WHEREHOUSE.COM, INC.


                                  By: /s/ R.S. Kelleher
                                  Name: R.S. Kelleher
                                  Title:





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                                  WHEREHOUSE SUBSIDIARY I CO., INC.


                                  By: /s/ R.S. Kelleher
                                  Name: R.S. Kelleher
                                  Title: Exec. V.P., Chief Financial Officer


                                  WHEREHOUSE SUBSIDIARY II CO., INC.


                                  By: /s/ R.S. Kelleher
                                  Name: R.S. Kelleher
                                  Title: Exec. V.P., Chief Financial Officer


                                  WHEREHOUSE SUBSIDIARY III CO., INC.


                                  By: /s/ R.S. Kelleher
                                  Name: R.S. Kelleher
                                  Title: Exec. V.P., Chief Financial Officer


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