WEI ACQUISITION CO.
00000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000-0000
Cerberus Partners, L.P., as Agent
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
January 31, 1997
Dear Xx. Xxxxxxxxx:
Reference is made to (i) that certain letter agreement
dated as of October 14, 1996 (the "Interim Management Agreement")
between Xxxxxxx & Marsal, Inc. ("A&M") and Cerberus Partners,
L.P., as the agent (the "Agent") under that certain Credit
Agreement dated as of June 11, 1992 among the Agent, the other
lenders party thereto (collectively, the "Senior Lenders") and
Wherehouse Entertainment, Inc., as the borrower (the "Credit
Agreement") and (ii) that certain Management Services Agreement
dated as of the date hereof among WEI Acquisition Co. (the
"Company"), A&M, Xxxxxxx X. Xxxxxxx, A&M Investment Associates #3
LLC, the Agent and certain other employees of A&M (the
"Management Services Agreement"). Capitalized terms used herein
without definition shall have the meanings given thereto in the
Management Services Agreement.
The Company hereby agrees that on the Effective Date or
promptly thereafter, the Company shall reimburse the Agent for
the benefit of the Senior Lenders all amounts paid by or on
behalf of the Senior Lenders in connection with forming and
organizing WEI Acquisition Co. and retaining A&M for A&M's
services under the Interim Management Agreement, including,
without limitation, all amounts paid in respect of the monthly
fees of A&M and the reimbursement of out-of-pocket expenses of
A&M, and the fees and expenses of outside counsel to the Senior
Lenders.
Very truly yours,
WEI ACQUISITION CO.
/s/ Xxxxx Del Xxxxxxxx
By:_______________________
Name: Xxxxx Del Xxxxxxxx
Title: CFO
