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{FILENAME}c80670exv4w2.txt

{DESCRIPTION}WARRANT ISSUED PURSUANT TO A LOAN AGREEMENT

{TEXT}

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                                                                     EXHIBIT 4.2



THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES

LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF

EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND

APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE

REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH

SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN

COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT AND IN THE LOAN

AGREEMENT, DATED AS OF OCTOBER 30, 2003, BETWEEN SOURCE INTERLINK COMPANIES,

INC., AND EACH OF ITS SUBSIDIARIES PARTY THERETO AND HILCO CAPITAL LP OR ITS

AFFILIATE, COPIES OF WHICH WILL BE MADE AVAILABLE UPON REQUEST.



                        SOURCE INTERLINK COMPANIES, INC.



                          COMMON STOCK PURCHASE WARRANT



No. __                                                         October 30, 2003



                                                     Warrant to Purchase 400,000

                                                          Shares of Common Stock



                  SOURCE INTERLINK COMPANIES, INC., a Missouri corporation (the

"Company"), for value received, hereby certifies that Hilco Capital LP, or its

registered assigns (the "Holder"), is entitled to purchase from the Company Four

Hundred Thousand (400,000) duly authorized, validly issued, fully paid and

nonassessable shares of Common Stock, par value $.01 per share, of the Company

(the "Common Stock"), at a purchase price per share equal to $8.04 (the

"Purchase Price"), at any time or from time to time but prior to 5:00 P.M., New

York City time, on the fifth anniversary of the date hereof (the "Expiration

Date"), all subject to the terms, conditions and adjustments set forth below in

this warrant (this "Warrant").



                  This Warrant (the "Warrant", such term to include any warrant

or warrants issued in substitution therefor) is issued pursuant to the terms of

a certain Loan Agreement, dated as of the date hereof (as amended or otherwise

modified from time to time, the "Loan Agreement"), between the Company and

certain of its subsidiaries, as Borrowers, the Holder and certain other lenders

from time to time named therein. Capitalized terms used herein and not otherwise

defined herein shall have the meanings assigned such terms in the Loan

Agreement.



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                  1.       Definitions. As used herein, unless the context

otherwise requires, the following terms shall have the meanings indicated:



                  "Additional Shares of Common Stock" shall mean all shares

(including treasury shares) of Common Stock issued or sold or, pursuant to

Section 3.3 or 3.4, deemed to be issued by the Company after the date hereof,

whether or not subsequently reacquired or retired by the Company, other than:



                  (a)      (i) shares issued upon the exercise of this Warrant,

or (ii) such number of additional shares as may become issuable upon the

exercise of this Warrant by reason of adjustments required pursuant to the

anti-dilution provisions applicable to this Warrant as in effect on the date

hereof,



                  (b)      (i) shares issued upon the exercise of options

granted or to be granted under the Company's stock option plans as in effect on

the date hereof or under any other employee stock option or purchase plan or

plans adopted or assumed after such date by the Company's Board of Directors and

approved by its stockholders; provided in each such case that the exercise or

purchase price for any such share shall not be less than 95% of the fair market

value (determined in good faith by the Company's Board of Directors) of the

Common Stock on the date of grant, and (ii) such additional number of shares as

may become issuable pursuant to the terms of any such plans by reason of

adjustments required pursuant to anti-dilution provisions applicable to such

securities in order to reflect any subdivision or combination of Common Stock,

by reclassification or otherwise, or any dividend on Common Stock payable in

Common Stock, and



                  (c)      (i) shares issued upon the exercise or conversion of

options or any other securities convertible into or exchangeable for shares of

Common Stock outstanding as of the date hereof, including without limitation

shares issuable upon exercise of those securities on or prior to the date

hereof, (ii) such additional number of shares as may become issuable upon the

exercise of any such securities by reason of adjustments required pursuant to

anti-dilution provisions applicable to such securities as in effect on the date

hereof, but only if and to the extent that such adjustments are required as the

result of the original issuance of the Warrant, and (iii) such additional number

of shares as may become issuable upon the exercise of any such securities by

reason of adjustments required pursuant to anti-dilution provisions applicable

to such securities as in effect on the date hereof, in order to reflect any

subdivision or combination of Common Stock, by reclassification or otherwise, or

any dividend on Common Stock payable in Common Stock.



                  (d)      (i) up to 150,000 shares of Common Stock issuable

upon the exercise or conversion of options which may be issued to Melvyn

Phillips and (ii) up to 75,000 shares of Common Stock issuable upon the exercise

or conversion of options which may be issued in connection with the transactions

described in the DEYCO Letter of Intent in favor of an entity to be formed to

manage and/or acquire DEYCO as described in the DEYCO Letter of Intent.



                  "Appraised Fair Value" shall mean, with respect to any

security or other property, the fair value (as of a date which is within 20 days

of the date as of which the determination is to be made) determined in good

faith, by an independent investment banking firm selected jointly



                                       2

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by the Company and the Holder or, if that selection cannot be made within ten

days, by an independent investment banking firm selected by the American

Arbitration Association in accordance with its rules, and provided further, that

the Company shall pay all of the fees and expenses of any third parties incurred

in connection with determining the Appraised Fair Value. Such independent

banking firm shall determine Appraised Fair Value assuming a sale between a

willing buyer and a willing seller, both of whom have full knowledge of all

relevant facts bearing on such decision, and neither of whom is under any

compulsion to sell or to buy. Such Appraised Fair Value determination, in the

case of any security issued or issuable by the Company, shall not be discounted

by virtue of the illiquid nature of such securities or the fact that such

securities do not constitute a majority of the Common Stock outstanding but

instead shall be deemed to have been sold as part of a transaction in which 100%

of the Common Stock outstanding on a Fully Diluted Basis has been sold to a

single purchaser.



                  "Business Day" shall mean any day other than a Saturday or a

Sunday or any day on which national banks are authorized or required by law to

close in Illinois. Any reference to "days" (unless Business Days are specified)

shall mean calendar days.



                  "Commission" shall mean the Securities and Exchange Commission

or any successor agency having jurisdiction to enforce the Securities Act.

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