GOOD GUYS INC
EXHIBIT 10.31
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>14
<FILENAME>f81853exv10w31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>
<PAGE>

                                  EXHIBIT 10.31



                SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

                  THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is entered into as of this 22nd day of May, 2002, among the
financial institutions listed on the signature pages hereof (such financial
institutions, together with their respective successors and assigns, are
referred to hereinafter each individually as a "Lender" and collectively as the
"Lenders"), Bank of America, N.A. (in its individual capacity, the "Bank") with
an office at 55 South Lake Avenue Suite 900, Pasadena, California 91101, as
Administrative Agent for the Lenders (in its capacity as Administrative Agent,
the "Administrative Agent"), General Electric Capital Corporation (in its
individual capacity, "GE Capital") with an office at 350 South Beverly Drive
Suite 200, Beverly Hills, California 90212, as documentation agent for the
Lenders (in its capacity as documentation agent, the "Documentation Agent"), and
Good Guys California, Inc. (formerly known as The Good Guys - California, Inc.),
a California corporation, with offices at 1600 Harbor Bay Parkway, Alameda,
California 94502 (the "Borrower"), with respect to that certain Loan and
Security Agreement, dated as of September 30,1999 among the parties hereto, as
amended by that certain First Amendment to Loan and Security Agreement dated as
of August 16, 2001, and as further amended by those certain letter amendments
dated as of March 27, 2002, and May 15, 2002 (collectively, the "Loan
Agreement"), and with reference to the following facts:


                                    RECITALS

         A. Pursuant to the Loan Agreement, Lenders agreed to make certain
financial accommodations to or for the benefit of Borrower upon the terms and
conditions contained therein. Unless otherwise defined in this Amendment, (i)
capitalized terms used herein shall have the meanings attributed to them in the
Loan Agreement, and (ii) references to sections shall refer to sections of the
Loan Agreement.

         B. Borrower has requested certain changes to the Loan Agreement as
provided herein, including, among others (i) extension of the Stated Termination
Date until May 31, 2006, (ii) provision for certain seasonal and other
adjustments to the Borrowing Base.

         C. Lenders have agreed to make such changes to the Loan Agreement on
the terms and conditions set forth in this Amendment.

            NOW, THEREFORE, in consideration of the continued performance by
Borrower of its promises and obligations under the Loan Agreement and the other
Loan Documents, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lenders hereby agree
as follows:


                                    AGREEMENT

         1. INCORPORATION OF LOAN AGREEMENT AND OTHER LOAN DOCUMENTS. Except as
expressly modified under this Amendment, all of the terms and conditions set
forth in the Loan Agreement and the other Loan Documents are incorporated herein
by this reference,




<PAGE>

and the obligations of Borrower under the Loan Agreement and the other Loan
Documents are hereby acknowledged, confirmed and ratified by Borrower.

         2. DEFINITIONS. Unless otherwise defined in this Amendment, capitalized
terms used herein have the meanings given to them in the Loan Agreement. Unless
otherwise indicated, all references to sections, schedules, or exhibits shall
mean sections, schedules, or exhibits of or to the Loan Agreement.

         3. AMENDMENT TO LOAN AGREEMENT. The Loan Agreement shall be amended as
follows:

            3.1 REVISED DEFINITIONS.

                (1) Clause (a) of the definition of "Borrowing Base" is amended
         and restated as follows:

                    "(a) the lowest of (i) the Maximum Revolver Amount, or (ii)
            the sum of (A) one hundred percent (100%) of the manufacturer's
            invoice price of Eligible Vendor Financed Inventory up to an
            aggregate amount of $30,000,000, plus (B) eighty-five percent (85%)
            of the Recovery Value of Eligible Vendor Financed Inventory for that
            portion of Eligible Vendor Financed Inventory, if any, with a
            manufacturer's invoice price in excess of $30,000,000, plus (C)
            eighty-five percent (85%) of the Recovery Value of Eligible
            Inventory not constituting Eligible Vendor Financed Inventory or
            Committed HDL Inventory, plus (D) the lesser of (1) eighty-five
            percent (85%) of Eligible Credit Card Accounts, and (2) $10,000,000,
            plus (E) the Seasonal Borrowing Base Adjustment, if applicable, or
            (iii) the sum of (A) seventy percent (70%) (or, during any period
            when a Seasonal Borrowing Base Adjustment is in effect, seventy-five
            percent (75%)) of the gross inventory (at the lower of cost
            (determined on a FIFO basis) or market as determined from time to
            time by Administrative Agent, after consultation among Co-Agents, in
            the exercise of their reasonable credit judgment) of all Eligible
            Inventory (including eligible Non-Committed HDL Inventory), plus (B)
            the lesser of (1) eighty-five percent (85%) of Eligible Credit Card
            Accounts, and (2) $10,000,000, minus (C) the General Ledger Variance
            Reserve, and minus (D) the Shrinkage and Obsolescence Reserve;
            minus"

                (2) The definition of "Borrowing Base Certificate" shall be
         construed by reference to the revised form of borrowing base
         certificate attached hereto as Exhibit A, which shall supersede the
         prior form of such certificate.

                (3) The definition of "Eligible Inventory" is amended by
         inserting the following as clause (e) without re-designation of
         subsequent clauses (clause (e) having been previously omitted by prior
         amendment of the Loan Agreement):

                    "(e) if such Inventory is located at an HDL Location of
            Borrower, such Inventory is Non-Committed HDL Inventory;"




                                       2
<PAGE>

                (4) The definition of "HDL Inventory" is amended and restated as
         follows:

                    "HDL Inventory" means Inventory consisting of finished goods
            merchandise that is stored by Borrower at an HDL Location.

                    "HDL Location" shall mean (i) each of the following
            locations at which Borrower holds finished goods merchandise for
            delivery to customers: (v) 6560 Caballero Boulevard, Buena Park,
            California 90620 (# 0089), (w) 7692 Trade Street, Suite D, San Diego
            (# 0087), (x) 1280A Willow Pass Road, Concord, California 94520 (#
            0151), (y) 30750 Wiegman Road, Hayward, California 94544 (# 0088),
            and (z) 19800 44th Avenue West, Lynnwood, Washington 98036 (# 0081),
            and (ii) each additional location at which Borrower holds finished
            goods merchandise for delivery to customers to which Administrative
            Agent may hereafter consent in writing, after consultation among
            Co-Agents, in the exercise of their reasonable credit judgment.

                (5) The definition of "Stated Termination Date" is revised by
         deleting "May 31, 2003" and substituting "May 31, 2006" therefor.

            3.2 NEW DEFINITIONS. New definitions are hereby added in appropriate
alphabetical order to read as follows:

            "Committed HDL Inventory" means Inventory that has been sold by
Borrower, that Borrower has scheduled or designated for delivery to a customer,
or that Borrower has designated as "Committed HDL Inventory" on its books and
records.

            "Credit Card Processor(s)" means any Person that acts as a credit
card clearinghouse or processor of credit card payments accepted by Borrower.

            "Eligible Credit Card Accounts" means Accounts owed to Borrower,
arising from purchases by Borrower's customers on credit cards, that are (i) due
on a non-recourse basis, (ii) owing by major Credit Card Processors and
processors of Borrower's private label credit card programs, in each case, that
are acceptable to Co-Agents in their reasonable credit judgment, and (iii) no
more than five (5) Business Days from invoice date; provided that Co-Agents may
revise the eligibility standards set forth in clauses (i) through (iii) or
otherwise determine any such Accounts to be ineligible in the exercise of their
reasonable credit judgment.

            "Non-Committed HDL Inventory" means HDL Inventory that is not
Committed HDL Inventory.

            "Seasonal Borrowing Base Adjustment" has the meaning specified in
Section 2.6.




                                       3
<PAGE>

            "Seasonal Borrowing Base Adjustment Fee" has the meaning specified
in Section 3.8.

            "Second Amendment" shall mean the Second Amendment to Loan and
Security Agreement dated as of May 22, 2002.

            "Second Amendment Closing Date" shall mean the date of the
effectiveness of the Second Amendment, as provided in paragraph 6 of the Second
Amendment.

            3.3 SEASONAL BORROWING BASE ADJUSTMENT. Article 2 shall be amended
by inserting a new Section 2.6, as follows:

                "2.6 Seasonal Borrowing Base Adjustment. During each calendar
         year, Borrower may elect to implement an increase in the Borrowing
         Base, to be applicable to the Borrowing Base from October 1 through and
         including December 20 of such calendar year (the "Seasonal Borrowing
         Base Adjustment"). To be effective, Borrower's election must be made in
         writing to Administrative Agent by notice to be received by
         Administrative Agent by no later than one Business Day prior to October
         1 of any applicable calendar year. The Seasonal Borrowing Base
         Adjustment shall equal five percent (5%) of the Recovery Value of
         Eligible Inventory. Upon Borrower's election of the Seasonal
         Borrowing Base Adjustment, (i) Borrower shall pay the Seasonal
         Borrowing Base Adjustment Fee under Section 3.8, and (ii) the
         Applicable Margins shall be adjusted as provided in Section 3.1(c)."


            3.4 INTEREST RATE ADJUSTMENTS. Section 3.1 shall be amended by
inserting a new Section 3.1(c), as follows:

            "(c) Interest Rates Applicable to Seasonal Borrowing. Upon any
            election by Borrower of the Seasonal Borrowing Base Adjustment, a
            two percent (2%) increase in the Applicable Margins shall apply to
            that portion of Borrower's Loans equal in amount to the additional
            Availability resulting from the Seasonal Borrowing Base Adjustment
            (as to be determined from time to time from Borrower's Borrowing
            Base Certificates)."

            3.5 SEASONAL BORROWING BASE ADJUSTMENT FEE. Article 3 shall be
amended by inserting a new Section 3.8, as follows:

                "3.8 Seasonal Borrowing Base Adjustment Fee. Upon each election
         by Borrower to implement the Seasonal Borrowing Base Adjustment in
         accordance with Section 2.6, Borrower shall pay to the Administrative
         Agent, for the account of the Lenders in accordance with their
         respective Pro Rata Shares, a fee (the "Seasonal Borrowing Base
         Adjustment Fee") in the amount of $100,000. The Seasonal Borrowing Base
         Adjustment Fee shall be fully earned by Lenders immediately upon each
         election by Borrower to implement the Seasonal Borrowing Base
         Adjustment, and Administrative Agent may receive such fee on behalf of
         Lenders by making a Revolving Credit Advance in the amount thereof."




                                       4
<PAGE>

            3.6 EARLY TERMINATION FEE. The last row in the table set forth in
Section 4.2 (commencing with the text "After the first Anniversary Date ...") is
deleted and the following is substituted therefor:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
PERIOD DURING WHICH EARLY TERMINATION OCCURS    EARLY TERMINATION FEE
----------------------------------------------------------------------------------------
<S>                                             <C>
After the first Anniversary Date but on         one percent (1%) of the Average Facility
or prior to May 31, 2004                        Usage during the 180 days prior to the
                                                date of termination.
----------------------------------------------------------------------------------------
</TABLE>


            3.7 AMENDMENT TO SECTION 6.2. Section 6.2 shall be amended as
follows:

                (1) Section 6.2(a) shall be amended by adding the following
         after the last sentence thereof:

            "Without limiting the generality of the foregoing, Borrower hereby
            irrevocably authorizes the Administrative Agent at any time and from
            time to time to file in any filing office in any UCC jurisdiction
            any initial financing statements and amendments thereto that (a)
            indicate the Collateral (i) as all assets of Borrower or words of
            similar effect, regardless of whether any particular asset comprised
            in the Collateral falls within the scope of Article 9 of the UCC or
            such jurisdiction, or (ii) as being of an equal or lesser scope or
            with greater detail, and (b) contain any other information required
            by part 5 of Article 9 of the UCC for the sufficiency or filing
            office acceptance of any financing statement or amendment, including
            (i) whether Borrower is an organization, the type of organization
            and any organization identification number issued to Borrower, and
            (ii) in the case of a financing statement filed as a fixture filing,
            a sufficient description of real property to which the Collateral
            relates. Borrower agrees to furnish any such information to the
            Administrative Agent promptly upon request. Borrower also ratifies
            its authorization for the Administrative Agent to have filed in any
            UCC jurisdiction any initial financing statements or amendments
            thereto if filed prior to the date hereof."

                (2) The following shall be added as Section 6.2(d) through
         Section 6.2(h), respectively:

            "(d) If Borrower becomes the beneficiary of a letter of credit,
            Borrower shall promptly, and in any event within two (2) Business
            Days after becoming a beneficiary, notify Agent thereof and enter
            into a tri-party agreement with Agent and the issuer and/or
            confirmation bank with respect to Letter of Credit Rights assigning
            such Letter of Credit Rights to Administrative Agent and directing
            all payments thereunder to a collection account of Administrative
            Agent, all in form and substance reasonably satisfactory to
            Co-Agents.




                                       5
<PAGE>

            (e) Borrower shall notify the Administrative Agent within five (5)
            Business Days of Borrower's becoming the obligee in connection with
            any electronic chattel paper and, upon the request of Administrative
            Agent, shall take all steps necessary to grant the Administrative
            Agent control of all electronic chattel paper in accordance with the
            UCC and all "transferable records" as defined in each of the Uniform
            Electronic Transactions Act and the Electronic Signatures in Global
            and National Commerce Act.

            (f) Unless Documentation Agent shall otherwise consent in writing,
            Borrower shall use its best efforts to provide to Documentation
            Agent, not less frequently than once during each calendar quarter, a
            certificate of good standing from its state of incorporation or
            organization. If Borrower fails timely to provide any such
            certificate, Documentation Agent may at its discretion obtain such
            certificate; in any such case, Borrower shall reimburse
            Documentation Agent for administrative and legal expense in
            obtaining such certificates, and Documentation Agent may, at its
            discretion, receive such reimbursement by making a Revolving Credit
            Advance in the amount thereof.

            (g) Without limiting the prohibitions on mergers involving Borrower
            contained in this Agreement, Borrower shall not reincorporate or
            reorganize itself under the laws of any jurisdiction other than the
            jurisdiction in which it is incorporated or organized as of the date
            hereof without the prior written consent of Administrative Agent.

            (h) Borrower acknowledges that it is not authorized to file any
            financing statement or amendment or termination statement with
            respect to any financing statement without the prior written consent
            of Administrative Agent and agrees that it will not do so without
            the prior written consent of Administrative Agent, subject to
            Borrower's rights under Section 9-509(d)(2) of the UCC."

            3.8 [INTENTIONALLY OMITTED]

            3.9 AMENDMENT TO SECTION 8.3. Section 8.3 shall be amended by adding
the following after the last sentence thereof:

            "Borrower's name as it appears in official filings in the state of
its incorporation or other organization, the type of entity of Borrower
(including corporation, partnership, limited partnership or limited liability
company), the organizational identification number issued by Borrower's state of
incorporation or organization or a statement that no such number has been
issued, and Borrower's state of organization or incorporation, are set forth on
Schedule 8.3; provided, that Borrower may, in connection with changes permitted
or not prohibited by this Agreement, amend Schedule 8.3 from time to time by
written notice to the Documentation Agent "




                                       6
<PAGE>

            3.10 MINIMUM EBITDA COVENANT. Article 9 is hereby amended by adding
after Section 9.29 the following new Section 9.30:

            "9.30 Minimum EBITDA.

                  (a) Except as provided in Section 9.30(b), Borrower shall have
         EBITDA at the end of each calendar month or each fiscal quarter, as
         applicable, measured cumulatively for the period of twelve prior
         calendar months through and including such calendar month or fiscal
         quarter, of not less than the following:

<TABLE>
<CAPTION>
                 CALENDAR MONTH ENDING                         EBITDA
                 ---------------------                         ------
                 <S>                                           <C>
                 April 30, 2002                                $   990,000
                 May 31, 2002                                  $ 3,000,000
                 June 30, 2002                                 $ 3,200,000
                 July 31, 2002                                 $ 4,200,000
                 August 31, 2002                               $ 5,200,000
                 September 30, 2002                            $ 6,100,000
                 October 31, 2002                              $ 6,750,000
                 November 30, 2002                             $ 7,750,000
                 December 31, 2002                             $11,700,000
                 January 31, 2003                              $13,500,000
                 February 28, 2003                             $15,000,000

                 FISCAL QUARTER ENDING                         EBITDA
                 ---------------------                         ------

                 May 31, 2003, and each
                 fiscal quarter thereafter                     $15,000,000
</TABLE>

                 (b) The minimum EBITDA requirements of Section 9.30(a) shall
         not apply with respect to any calendar month or fiscal quarter, as
         applicable in Section 9.30(a), during which Borrower's Availability
         remained in excess of $10,000,000 (i.e., $5,000,000 in excess of the
         minimum Availability requirement of Section 9.22) at all times
         throughout such calendar month or fiscal quarter."

            3.11 DEBT (CAPITAL LEASES). Section 9.13 is amended by deleting
"and" immediately before clause (e), and by inserting the following after clause
(e):




                                       7
<PAGE>

                 "; and (f) Debt incurred by Borrower with respect to Capital
         Leases entered into after the Second Amendment Closing Date, provided
         that the aggregate sum of the lease obligations under all such Capital
         Leases shall not at any time exceed $3,000,000 unless Co-Agents consent
         in writing to additional Capital Lease obligations, such consent not to
         be unreasonably withheld but to be subject to Co-Agents' reasonable
         credit judgment."

This Section 3.11 shall supersede Section 5.3 of the First Amendment by which
Co-Agents previously consented to certain Debt for Capital Leases.

            3.12 AMENDMENT TO SECTION 11.2. Section 11.2 shall be amended by
adding the following as Section 11.2(d) through Section 11.2(e), respectively:

                 "(d) To the extent that applicable law imposes duties on the
         Administrative Agent to exercise remedies in a commercially reasonable
         manner, Borrower acknowledges and agrees that it is not commercially
         unreasonable for the Administrative Agent (i) to fail to incur expenses
         reasonably deemed significant by the Administrative Agent to prepare
         Collateral for disposition or otherwise to complete raw material or
         work in process into finished goods or other finished products for
         disposition, (ii) to fail to obtain third party consents for access to
         Collateral to be disposed of, or to obtain or, if not required by other
         law, to fail to obtain governmental or third party consents for the
         collection or disposition of Collateral to be collected or disposed of,
         (iii) to fail to exercise collection remedies against Account Debtors
         or other Persons obligated on Collateral or to remove Liens on or any
         adverse claims against Collateral, (iv) to exercise collection remedies
         against Account Debtors and other Persons obligated on Collateral
         directly or through the use of collection agencies and other collection
         specialists, (v) to advertise dispositions of Collateral through
         publications or media of general circulation, whether or not the
         Collateral is of a specialized nature, (vi) to contact other Persons,
         whether or not in the same business as Borrower, for expressions of
         interest in acquiring all or any portion of such Collateral, (vii) to
         hire one or more professional auctioneers to assist in the disposition
         of Collateral, whether or not the Collateral is of a specialized
         nature, (viii) to dispose of Collateral by utilizing internet sites
         that provide for the auction of assets of the types included in the
         Collateral or that have the reasonable capacity of doing so, or that
         match buyers and sellers of assets, (ix) to dispose of assets in
         wholesale rather than retail markets, (x) to disclaim disposition
         warranties, such as title, possession or quiet enjoyment, (xi) to
         purchase insurance or credit enhancements to insure the Administrative
         Agent against risks of loss, collection or disposition of Collateral or
         to provide to the Administrative Agent a guaranteed return from the
         collection or disposition of Collateral, or (xii) to the extent deemed
         appropriate by the Administrative Agent, to obtain the services of
         other brokers, investment bankers, consultants and other professionals
         to assist the Administrative Agent in the collection or disposition of
         any of the Collateral. Borrower acknowledges that the purpose




                                       8
<PAGE>

         of this Section 11.2(d) is to provide non-exhaustive indications of
         what actions or omissions by the Administrative Agent would not be
         commercially unreasonable in the Administrative Agent's exercise of
         remedies against the Collateral and that other actions or omissions by
         the Administrative Agent shall not be deemed commercially unreasonable
         solely on account of not being indicated in this Section 11.2(d).
         Without limitation upon the foregoing, nothing contained in this
         Section 11.2(d) shall be construed to grant any rights to Borrower or
         to impose any duties on Administrative Agent that would not have been
         granted or imposed by this Agreement or by applicable law in the
         absence of this Section 11.2(d).

                 (e) Neither the Administrative Agent nor the Lenders shall be
         required to make any demand upon, or pursue or exhaust any of their
         rights or remedies against, Borrower, any other obligor, guarantor,
         pledgor or any other Person with respect to the payment of the
         Obligations or to pursue or exhaust any of their rights or remedies
         with respect to any Collateral therefor or any direct or indirect
         guarantee thereof. Neither the Administrative Agent nor the Lenders
         shall be required to marshal the Collateral or any guarantee of the
         Obligations or to resort to the Collateral or any such guarantee in any
         particular order, and all of its and their rights hereunder or under
         any other Loan Document shall be cumulative. To the extent it may
         lawfully do so, Borrower absolutely and irrevocably waives and
         relinquishes the benefit and advantage of, and covenants not to assert
         against the Administrative Agent or any Lender, any valuation, stay,
         appraisement, extension, redemption or similar laws and any and all
         rights or defenses it may have as a surety now or hereafter existing
         which, but for this provision, might be applicable to the sale of any
         Collateral made under the judgment, order or decree of any court, or
         privately under the power of sale conferred by this Agreement, or
         otherwise."

            3.13 AMENDMENT TO SECTION 15.8. Section 15.8 shall be amended by
deleting that portion of Section 15.8 which designates addresses for notice to
Borrower, and substituting the following therefor:

            If to the Borrower:

                     Good Guys California, Inc.
                     1600 Harbor Bay Parkway
                     Alameda, California 94502
                     Attention: Chief Financial Officer
                     Telecopy No.:(510) 747-6290

            with copies to:

                     Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
                              a Professional Corporation




                                       9
<PAGE>

                     Three Embarcadero Center, 7th Floor
                     San Francisco, California 94111-4065
                     Attention:  Richard W. Canady, Esq.
                     Telecopy No.: (415) 217-5910

         4. ACKNOWLEDGMENTS.

            4.1 ACKNOWLEDGMENT OF OBLIGATIONS. Borrower hereby acknowledges,
confirms and agrees that as of the close of business on May 21, 2002, Borrower
was indebted to Lenders in respect of the Revolving Loans in the approximate
principal amount of $34,902,144. The Revolving Loans, together with interest
accrued and accruing thereon, and fees, costs, expenses and other charges now or
hereafter payable by Borrower to Lenders, are unconditionally owing by Borrower
to Lenders, without offset, defense or counterclaim of any kind, nature or
description whatsoever.

            4.2 ACKNOWLEDGMENT OF SECURITY INTERESTS. Borrower hereby
acknowledges, confirms and agrees that Co-Agents and Lenders have and shall
continue to have valid, enforceable and perfected first-priority liens upon and
security interests in the Collateral heretofore granted to Lenders pursuant to
the Loan Documents or otherwise granted to or held by Co-Agents and Lenders,
subject only to Permitted Liens.

            4.3 BINDING EFFECT OF DOCUMENTS. Borrower hereby acknowledges,
confirms and agrees that: (a) each of the Loan Documents to which it is a party
has been duly executed and delivered to Documentation Agent by Borrower, and
each is in full force and effect as of the date hereof, (b) the agreements and
obligations of Borrower contained in such documents and in this Amendment
constitute the legal, valid and binding Obligations of Borrower, enforceable
against it in accordance with their respective terms, and Borrower has no valid
defense to the enforcement of such Obligations, and (c) Co-Agents and Lenders
are and shall be entitled to the rights, remedies and benefits provided for in
the Loan Documents and applicable law.

         5. COMMERCIAL TORT CLAIMS. Borrower represents that, as of the Second
Amendment Closing Date, it does not have any Commercial Tort Claims.

         6. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective
upon satisfaction of each of the following conditions:

                 (a) Documentation Agent shall have received copies of this
Amendment that bear the signatures of Borrower, GE Capital and Bank;

                 (b) Documentation Agent shall have received a copy of the
accompanying Acknowledgment executed by the Guarantor; and

                 (c) Documentation Agent shall have received each of the
documents listed on the Second Addendum to Schedule of Documents attached hereto
as Schedule A (other than those documents addressed in the open items letter
referred to as item 2.24.2 in the Second Addendum to Schedule of Documents).




                                       10
<PAGE>

         7. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants that the representations and warranties contained in the Loan Agreement
were true and correct in all material respects when made and, except to the
extent (a) that a particular representation or warranty by its terms expressly
applies only to an earlier date, (b) Borrower has previously advised Co-Agents
in writing as contemplated under the Loan Agreement, or (c) amended by this
Amendment, are true and correct in all material respects as of the date hereof.
All representations and warranties contained in the Loan Agreement which
expressly applied to the Closing Date remain true and correct in all material
respects as of the Second Amendment Closing Date, (i) except that Section 8.26
of the Loan Agreement is amended by replacing "the quarterly Financial
Statements as of June 30, 1999" with "the annual Financial Statements as of
February 28, 2002" and (ii) except as amended by reference to the following
Schedules which are attached hereto and incorporated herein, and which amend the
Schedules to the Loan Agreement: Schedule 1.1, Schedule 6.3, Schedule 8.3,
Schedule 8.5, Schedule 8.9 , Schedule 8.13, Schedule 8.14, Schedule 8.15,
Schedule 8.17, Schedule 8.18, Schedule 8.29, and Schedule 8.30. The Loan
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof.

         8. ENTIRE AGREEMENT. This Amendment, together with the Loan Agreement
and the other Loan Documents, is the entire agreement between the parties hereto
with respect to the subject matter hereof. This Amendment supersedes all prior
and contemporaneous oral and written agreements and discussions with respect to
the subject matter hereof. Except as otherwise expressly modified herein, the
Loan Documents shall remain in full force and effect.

         9. MISCELLANEOUS.

            9.1 COUNTERPARTS. This Amendment may be executed in identical
counterpart copies, each of which shall be an original, but all of which shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Amendment. Any Person
delivering this Amendment by facsimile shall send the original manually executed
counterpart of this Amendment to Documentation Agent promptly after such
facsimile transmission.

            9.2 HEADINGS. Section headings used herein are for convenience of
reference only, are not part of this Amendment, and are not to be taken into
consideration in interpreting this Amendment.

            9.3 RECITALS. The recitals set forth at the beginning of this
Amendment are true and correct, and such recitals are incorporated into and are
a part of this Amendment.

            9.4 GOVERNING LAW. This Amendment shall be governed by, and
construed and enforced in accordance with, the laws of the State of California
applicable to contracts made and performed in such state, without regard to the
principles thereof regarding conflict of laws.




                                       11
<PAGE>

            9.5 NO WAIVER. Except as specifically set forth in paragraphs 3 and
5of this Amendment, the execution, delivery and effectiveness of this Amendment
shall not (a) limit, impair, constitute a waiver of or otherwise affect any
right, power or remedy by Administrative Agent, Documentation Agent or any
Lender under the Loan Agreement or any other Loan Document, (b) constitute a
waiver of any provision in the Loan Agreement or in any of the other Loan
Documents, or (c) alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Loan
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.

            9.6 CONFLICT OF TERMS. In the event of any inconsistency between the
provisions of this Amendment and any provision of the Loan Agreement, the terms
and provisions of this Amendment shall govern and control.



                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]




                                       12
<PAGE>

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



                                        "Borrower"
                                        GOOD GUYS CALIFORNIA, INC.


                                        By /s/ PETER G. HANELT
                                          --------------------------------------
                                                Peter G. Hanelt
                                                Chief Operating Officer

                                        "Administrative Agent"
                                        BANK OF AMERICA, N.A.,
                                        as the Administrative Agent


                                        By /s/ KEVIN KELLY
                                          --------------------------------------
                                               Kevin Kelly
                                               Senior Vice President

                                        "Documentation Agent"
                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as the Documentation Agent


                                        By /s/ TODD GRONSKI
                                          --------------------------------------
                                                Todd Gronski
                                                Duly Authorized Signatory

                                        "Lenders"
                                        BANK OF AMERICA, N.A., as a Lender


                                        By /s/ KEVIN KELLY
                                          --------------------------------------
                                               Kevin Kelly
                                               Senior Vice President

                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as a Lender


                                        By /s/ TODD GRONSKI
                                          --------------------------------------
                                               Todd Gronski
                                               Duly Authorized Signatory




                                       13


</TEXT>
</DOCUMENT>
