Guitar Center Signs Agreement to Acquire Substantially All the Assets of The Woodwind & The Brasswind

  
    
  
  
    
      Guitar Center today announced that it has signed an asset purchase 
      agreement to acquire substantially all the assets of The Woodwind & The 
      Brasswind under section 363 of the United States Bankruptcy Code. Under 
      the terms of the agreement, Guitar Center will acquire The Woodwind & 
      The Brasswind’s inventory of band and 
      orchestra and combo instruments, accounts receivable, trade names and 
      certain other intangible assets. The transaction is subject to a number 
      of conditions, including bankruptcy court approval, and is also subject 
      to overbid at a bankruptcy auction expected to be held in January 2007.
    
    
      Marty Albertson, Chairman and Chief Executive Officer of Guitar Center, 
      said, “The acquisition of assets of The 
      Woodwind & The Brasswind, including the Woodwind and Brasswind and 
      Music123 websites, will enable us to further expand the already strong 
      combo instrument business at Musician’s Friend 
      as well as build out our direct response band and orchestra business. We 
      are excited about the opportunity to broaden our customer base and 
      continue the growth of our direct response business.”
    
    
      The Woodwind & The Brasswind filed for bankruptcy protection in Indiana 
      on November 21, 2006. The proposed asset acquisition agreement was 
      entered into by the Musician’s Friend 
      subsidiary of Guitar Center. Under the agreement, only very limited 
      trade obligations and other pre-petition liabilities of The Woodwind & 
      The Brasswind are being assumed.
    
    
      About Guitar Center
    
    
      Guitar Center is the leading United States retailer of guitars, 
      amplifiers, percussion instruments, keyboards and pro-audio and 
      recording equipment. Our retail store subsidiary presently operates more 
      than 195 Guitar Center stores across the United States. In addition, our 
      Music & Arts division operates more than 90 stores specializing in band 
      instruments for sale and rental, serving teachers, band directors, 
      college professors and students. We are also the largest direct response 
      retailer of musical instruments in the United States through our wholly 
      owned subsidiary, Musician’s Friend, Inc., and 
      its catalog and website, www.musiciansfriend.com. 
      More information on Guitar Center can be found by visiting the Company’s 
      web site at www.guitarcenter.com.
    
    
      Business Risks and Forward Looking Statements
    
    
      This press release contains forward-looking statements relating to, 
      among other things, the acquisition of substantially all of the assets 
      of The Woodwind & The Brasswind. The forward-looking statements 
      contained in this press release are not guarantees of future performance 
      and in fact may not be realized. Actual results could differ materially 
      and adversely from those expressed in this press release. Further, the 
      statements made by us above represent our views only as of the date of 
      this press release, and it should not be assumed that the statements 
      made herein remain accurate as of any future date. We do not presently 
      intend to update these statements prior to our next quarterly earnings 
      release and undertake no duty to any person to effect any such update 
      under any circumstances.
    
    
      Investors are also urged to review carefully the discussion under the 
      caption “Risk Factors” 
      in our Annual Report on Form 10-K for the year ended December 31, 2005 
      and our Quarterly Reports on Form 10-Q for subsequent quarters, which 
      have been filed with the Securities and Exchange Commission and may be 
      accessed through the EDGAR database maintained by the SEC at www.sec.gov.
    
  
Guitar Center today announced that it has signed an asset purchase
agreement to acquire substantially all the assets of The Woodwind &
The Brasswind under section 363 of the United States Bankruptcy Code.
Under the terms of the agreement, Guitar Center will acquire The
Woodwind & The Brasswind's inventory of band and orchestra and combo
instruments, accounts receivable, trade names and certain other
intangible assets. The transaction is subject to a number of
conditions, including bankruptcy court approval, and is also subject
to overbid at a bankruptcy auction expected to be held in January
2007.

   Marty Albertson, Chairman and Chief Executive Officer of Guitar
Center, said, "The acquisition of assets of The Woodwind & The
Brasswind, including the Woodwind and Brasswind and Music123 websites,
will enable us to further expand the already strong combo instrument
business at Musician's Friend as well as build out our direct response
band and orchestra business. We are excited about the opportunity to
broaden our customer base and continue the growth of our direct
response business."

   The Woodwind & The Brasswind filed for bankruptcy protection in
Indiana on November 21, 2006. The proposed asset acquisition agreement
was entered into by the Musician's Friend subsidiary of Guitar Center.
Under the agreement, only very limited trade obligations and other
pre-petition liabilities of The Woodwind & The Brasswind are being
assumed.

   About Guitar Center

   Guitar Center is the leading United States retailer of guitars,
amplifiers, percussion instruments, keyboards and pro-audio and
recording equipment. Our retail store subsidiary presently operates
more than 195 Guitar Center stores across the United States. In
addition, our Music & Arts division operates more than 90 stores
specializing in band instruments for sale and rental, serving
teachers, band directors, college professors and students. We are also
the largest direct response retailer of musical instruments in the
United States through our wholly owned subsidiary, Musician's Friend,
Inc., and its catalog and website, www.musiciansfriend.com. More
information on Guitar Center can be found by visiting the Company's
web site at www.guitarcenter.com.

   Business Risks and Forward Looking Statements

   This press release contains forward-looking statements relating
to, among other things, the acquisition of substantially all of the
assets of The Woodwind & The Brasswind. The forward-looking statements
contained in this press release are not guarantees of future
performance and in fact may not be realized. Actual results could
differ materially and adversely from those expressed in this press
release. Further, the statements made by us above represent our views
only as of the date of this press release, and it should not be
assumed that the statements made herein remain accurate as of any
future date. We do not presently intend to update these statements
prior to our next quarterly earnings release and undertake no duty to
any person to effect any such update under any circumstances.

   Investors are also urged to review carefully the discussion under
the caption "Risk Factors" in our Annual Report on Form 10-K for the
year ended December 31, 2005 and our Quarterly Reports on Form 10-Q
for subsequent quarters, which have been filed with the Securities and
Exchange Commission and may be accessed through the EDGAR database
maintained by the SEC at www.sec.gov.