AGREEMENT TO FILE AMENDMENT NO. 2 TO SCHEDULE 13D JOINTLY (as required by Item 7 of Schedule 13D)

Exhibit 5

AGREEMENT TO FILE AMENDMENT NO. 2 TO SCHEDULE 13D JOINTLY

(as required by Item 7 of Schedule 13D)

The undersigned persons hereby agree that this Amendment No. 2 to the Schedule 13D filed by themselves and Alliance Entertainment Corp. with the Securities and Exchange Commission on Friday, March 3, 2006, and any amendments thereto, may be filed in a single statement on behalf of all such undersigned persons, and further, each such undersigned person designates Xxxxxx X. Xxxxxxxxxx as its agent and attorney-in-fact for the purpose of executing any and all such reports required to be made by it with the Securities and Exchange Commission.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of March 3, 2006.

Dated: March 3, 2006	AEC ASSOCIATES L.L.C. By: Yucaipa One-Stop Partners, L.P. Its: Managing Member
	By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxx Its: Vice President and Secretary
Dated: March 3, 2006	YUCAIPA ONE-STOP PARTNERS, L.P. By: Yucaipa AEC Associates, L.L.C. Its: General Partner
	By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxx Its: Vice President and Secretary
Dated: March 3, 2006	YUCAIPA AEC ASSOCIATES, LLC By: OA3, LLC Its: Managing Member
	By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxx Its: Vice President and Secretary

Dated: March 3, 2006	OA3, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx
	By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxx Its: Vice President and Secretary
Dated: March 3, 0000	XXXXXX X. XXXXXX
	By:	/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx