FORM OF
THE MUSICLAND GROUP, INC.
OFFER TO EXCHANGE ITS REGISTERED
9 7/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2008
FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED
9 7/8% SERIES A SENIOR SUBORDINATED NOTES DUE 2008
To: Our Clients
Enclosed for your consideration is a Prospectus, dated , 1998 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of The Musicland
Group, Inc. (the "Company") to exchange its registered 9 7/8% Series B Senior
Subordinated Notes Due 2008 (the "New Notes") for any and all of its outstanding
9 7/8% Series A Senior Subordinated Notes Due 2008 (the "Old Notes"), upon the
terms and subject to the conditions described in the Prospectus. The Exchange
Offer is being made in order to satisfy certain obligations of the Company
contained in the Registration Rights Agreement dated as of April 6, 1998,
between the Company and the Initial Purchasers thereto.
This material is being forwarded to you as the beneficial owner of the Old
Notes carried by us in your account but not registered in your name. A tender of
such Old Notes may only be made by us as the holder of record and pursuant to
your instructions.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in order
to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
Eastern Standard Time, on , 1998 (the "Expiration Date") (30 business
days following the commencement of the Exchange Offer) unless extended by the
Company. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn
at any time before 5:00 p.m., Eastern Standard Time, on the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer--Conditions."
3. Any transfer taxes incident to the transfer of Old Notes from the holder
to the Company will be paid by the Company, except as otherwise provided
in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., Eastern Standard Time, on the
Expiration Date, unless extended by the Company.
If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. The Letter of Transmittal is furnished to you for your information
only and may not be used directly by you to tender Old Notes.
INSTRUCTIONS WITH RESPECT TO
EXCHANGE OFFER
The undersigned acknowledges receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by the Company
with respect to the Old Notes.
This will instruct you to tender the Old Notes held by you for the account
of the undersigned, upon and subject to the terms and conditions set forth in
the Prospectus and the related Letter of Transmittal.
Aggregate Principal Amount of Old Notes
9 7/8% Series A Senior Notes Due 2008
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Please do not tender any Old Notes held by
you for my account
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Dated: --------------, 1998 -------------------------------------------------------------
--------------------------------Signature(s)
- - ----------------------------------------------------------------------------------------
- - -------------------------------------------
Please print name(s) here
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--------------------------------Address(es)
---------------------------Area Code(s) and
Telephone Number(s)
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Tax Identification or Social Security No(s).
None of the Old Notes held by us for your account will be tendered unless we
receive written instructions from you to do so. Unless a specific contrary
instruction is given in the space provided, your signatures) hereon shall
constitute an instruction to us to tender all the Old Notes held by us for your
account.
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