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Wherehouse EntertainmentLetter to Vendors


January 21, 2003



Dear Wherehouse Entertainment Vendor:


We place a high value on our relationship with our suppliers. As a supplier to Wherehouse Entertainment, you are very important to our continued growth and success. For these reasons, I wanted you to hear directly from me about an important step Wherehouse Entertainment has taken to ensure its long-term viability.


As you know, for some time now Wherehouse Entertainment has been operating under extremely challenging conditions and has experienced a significant decline in sales, prompted by the increase in illegal downloading of music and CD burning, coupled with competitive pressure from major discount retailers.  Today Wherehouse Entertainment and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code to facilitate its capital restructuring initiatives and streamline its operations.  Through the Chapter 11 process, we will be able to restructure our debt and streamline our operations, which will provide Wherehouse Entertainment with access to sufficient capital to reinvest in and improve our stores and to fund new growth initiatives.


It is important that you understand that Wherehouse Entertainment is not going out of business.  Chapter 11 gives us the time to reduce overhead and expenses while we continue to do business and operate our stores.  Our goal is to preserve and strengthen our business so that we can compete successfully in the future.


Unfortunately, federal law prohibits payment for goods and services received before the filing date.  Payment on this pre-petition indebtedness is prohibited until after a plan of reorganization is accepted by our creditors and approved by the Court.  We regret the hardship this may present you, but we need to look ahead and do everything possible to continue to work together in the weeks and months to come. 


As you probably know, the Bankruptcy Code provides a priority status for post-petition purchases (goods and services received after the date of the filing).  We can and will pay for such post-petition goods and services in the normal course of business.


We are confident the priority status that the Bankruptcy Code provides for post-petition orders and shipments should give you all the assurance you need that you will be paid on a timely basis going forward.


The petitions were filed in the U.S. Bankruptcy Court for the District of Delaware in Wilmington. The case number is 03-10224.


There are very talented and committed people at every level of this organization who are dedicated to Wherehouse and our future successes. On behalf of our entire management team, I would like to thank you for your continued support.  Be assured that we will do all we can to keep you fully informed of developments relating to our reorganization process.


If you have any further questions, please feel free to speak with your regular contact or me. In addition, the Company has established an information line to answer any questions you may have during our restructuring. The number is 800-943-7346. I look forward to continuing our relationship and doing business in the near future.



Jerry Comstock

President and Chief Executive Officer