exv10w1






EXHIBIT 10.1




Asset Purchase Agreement

(WMS Related Assets)




Dated as of June 2, 2008




Between




Handleman Company, as Seller




and




Anderson Merchandisers, L.P., as Purchaser




 









 





5-30-08




ASSET PURCHASE AGREEMENT

(WMS Related Assets)




	 	 	 	 	 
	1. Agreement to Purchase and Sell
	 	 	3	 
	1.1. Initial Purchase
	 	 	3	 
	1.2. Initial Excluded Assets
	 	 	3	 
	1.3. Additional Inventory
	 	 	4	 
	1.4. Value Enhancement
	 	 	4	 
	 
	 	 	 	 
	2. Purchase Price and Closing Payments
	 	 	4	 
	2.1. Purchase Price
	 	 	4	 
	2.2. Allocation of Purchase Price
	 	 	5	 
	2.3. Payment
	 	 	5	 
	2.4. Adjustments
	 	 	5	 
	 
	 	 	 	 
	3. Additional Provisions
	 	 	6	 
	3.1. Employees
	 	 	6	 
	3.2. Assumed Liabilities
	 	 	6	 
	3.3. Accounts Receivable
	 	 	6	 
	3.4. Transition Services
	 	 	7	 
	 
	 	 	 	 
	4. Representations and Warranties of Seller
	 	 	7	 
	4.1. Status of Seller
	 	 	7	 
	4.2. Authority
	 	 	7	 
	4.3. Title to Purchased Inventory
	 	 	7	 
	4.4. Litigation
	 	 	7	 
	4.5. Insolvency Proceedings
	 	 	7	 
	4.6. No Violation or Breach
	 	 	8	 
	4.7. Broker’s or Finder’s Fees
	 	 	8	 
	4.8. Returnability of Initial WMS Inventory
	 	 	8	 
	4.9. Taxes
	 	 	8	 
	4.10. Operation of WMS Business in the Ordinary Course
	 	 	8	 
	 
	 	 	 	 
	5. Representations and Warranties of Purchaser
	 	 	8	 
	5.1. Status of Purchaser
	 	 	9	 
	5.2. Authority
	 	 	9	 
	5.3. Purchaser’s Acknowledgement
	 	 	9	 
	5.4. Litigation
	 	 	9	 






 









 






	 	 	 	 	 
	5.5. Broker’s or Finder’s Fees
	 	 	9	 
	 
	 	 	 	 
	6. Conditions Precedent to Obligations of Purchaser at Closing
	 	 	9	 
	6.1. Accuracy of Representations and Warranties
	 	 	9	 
	6.2. Closing Deliveries
	 	 	9	 
	 
	 	 	 	 
	7. Conditions Precedent to Obligations of Seller at Closing
	 	 	10	 
	7.1. Accuracy of Representations and Warranties
	 	 	10	 
	7.2. Closing Deliveries
	 	 	10	 
	 
	 	 	 	 
	8. Sale of WMS Assets
	 	 	10	 
	8.1. Closing
	 	 	10	 
	8.2. Inventory Delivery and Payment
	 	 	10	 
	 
	 	 	 	 
	9. Confidentiality
	 	 	11	 
	 
	 	 	 	 
	10. Notices
	 	 	11	 
	 
	 	 	 	 
	11. Miscellaneous
	 	 	11	 






 









 





ASSET PURCHASE AGREEMENT

(WMS Related Assets)




          This Asset Purchase Agreement (this “Agreement”) is made effective as of June 2, 2008 (the
“Effective Date”) by and between Handleman Company (“Seller”), a Michigan corporation, with offices
at 500 Kirts Boulevard, Troy, MI 48084, and Anderson Merchandisers, L.P. (“Purchaser”), a Texas
limited partnership, with offices at 421 S.E. 34th Avenue, Amarillo, TX 79103.




RECITALS




          The following is a recital of facts underlying this Agreement:




          A. A portion of Seller’s business (the “WMS Business”) consists of distribution of certain
music product to Wal-Mart stores in the United States (“WMS”).




          B. Seller desires to sell, and Purchaser desires to purchase, certain assets of the Seller
related to the WMS Business, on the terms and conditions set forth herein.




          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:




1. Agreement to Purchase and Sell.




     1.1. Initial Purchase. At the Closing, Purchaser shall purchase and Seller shall sell
certain assets of Seller used in the WMS Business (the “Initial Purchase”) as follows (but
excluding the Initial Excluded Assets, if any):



          1.1.1. The inventory of Seller designated for sale to WMS (the “Initial WMS Inventory”).
Exhibit 1.1.1 provides a preliminary list of inventory, including the Initial WMS Inventory,
prepared based on Seller’s perpetual inventory system. The purchase price for the Initial WMS
Inventory (the “WMS Inventory Value”) shall be equal to the aggregate supplier invoice cost of such
inventory.




          1.1.2. All rights of Seller with respect to the retail display fixtures for WMS locations as
listed in Exhibit 1.1.2 (the “WMS Display Fixture Rights”). The purchase price for the WMS Display
Fixture Rights shall be the “WMS Display Fixture Rights Value” as set forth in Exhibit 1.1.2.




     1.2. Initial Excluded Assets. Notwithstanding Section 1.1, the following assets are
specifically excluded from the Initial Purchase (collectively, the “Initial Excluded Assets”):



          1.2.1. Any returns of inventory by WMS that are in-transit as of the Closing Date;




          1.2.2. Any inventory other than the Initial WMS Inventory, including but not limited to WMS
Inventory Categories retained by Seller for sale to customers other than WMS.




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     1.3. Additional Inventory. On August 29, 2008, or such other date as may be mutually
agreed to by the parties (the “Second Closing Date”), Purchaser shall purchase and Seller shall
sell additional inventory as follows:



          1.3.1. Purchaser shall purchase the following inventory (the “Additional Inventory”):





     (a) All inventory of the type listed as “buckets” 1 through 3 and 11 through 13 (“WMS
Inventory Categories”) in Exhibit 1.1.1.




     (b) All inventory of the type listed in “buckets” 4 through 10 (“Other Inventory
Categories”) in Exhibit 1.1.1 that is mutually agreed to by the parties and authorized as
returnable by the supplier.



          1.3.2. The purchase price for the Additional Inventory (the “Additional Inventory Purchase
Price”) shall be equal to the aggregate supplier invoice cost of the Additional Inventory less, for
each unit of the type listed in the Other Inventory Categories, (i) $0.31/unit and (ii) any
supplier return handling fee. Purchaser shall deliver to Seller an itemized listing of the
Additional Inventory received at Anderson warehouse with supplier invoice costs as a condition of
payment of the Additional Inventory Purchase Price. Upon request, Seller shall provide such
supporting information as may reasonably be required to document such invoice costs.




     1.4. Value Enhancement. Seller and Purchaser acknowledge and agree that portions of the
business retained by Seller and its affiliates after the Closing Date would enhance the value of
the WMS Business acquired by Purchaser pursuant to this Agreement. Accordingly, as an incentive
for consummation of such sales, if on or before the first anniversary of the Effective Date, Seller
or any of its affiliates closes a sale to Purchaser or its affiliates of all or substantially all
of the assets of any business as a going concern or otherwise transitions substantially all of an
identified business to Purchaser (for example, a sale or transition of the A2M business, Crave
Entertainment Group, the Canadian Wal-Mart accounts of Seller’s subsidiary or other businesses of
Seller or its affiliates), then Purchaser shall pay to Seller the sum of four million dollars
($4,000,000.00) (the “Incentive Payment”) in connection with the first such closing to occur (the
“Incentive Closing Date”).



2. Purchase Price and Closing Payments.




     2.1. Purchase Price.
In consideration for acquisition of the WMS Business (the “Purchase Price“), Purchaser shall
pay to Seller the sum of the following




     (a) the WMS Inventory Value;




     (b) the WMS Display Fixture Rights Value;




     (c) the Additional Inventory Purchase Price;




     (d) the Incentive Payment, if applicable.



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Provided however, the aggregate price of the WMS Inventory Value and the Additional Inventory
Purchase Price will not exceed twenty-one million five hundred thousand dollars ($21,500,000.00).




     2.2. Allocation of Purchase Price. The Purchase Price shall be allocated in the manner set
forth on Exhibit 2.2. The parties agree to be bound by such allocation for all federal, state, and
local income tax purposes.



     2.3. Payment.



          2.3.1. Initial Purchase Price Payment. On the Closing Date, Purchaser shall pay to
Seller an amount equal to the WMS Display Fixture Rights Value in immediately available funds (the
“Initial Purchase Price Payment”).




          2.3.2. Additional Closing Payment. On the Closing Date, Purchaser shall pay to Seller
in immediately available funds an amount (the “Additional Closing Payment”) equal to the sum of the
following:





     (a) one hundred seventy-five thousand dollars ($175,000.00), as set forth in Exhibit
3.4 (Transition Services);




     (b) five million dollars ($5,000,000.00) as compensation for the costs incurred by
Seller, including but not limited to handling, packaging, shipping, warehousing, billing and
management costs.



          2.3.3. Inventory Payments. Purchaser shall pay to Seller the WMS Inventory Value upon
delivery of the Initial WMS Inventory FOB Indy, and Purchaser shall pay to Seller the Additional
Inventory Purchase Price upon confirmation of the quantities of such inventory received at Anderson
warehouses after the Closing Date and the Second Closing Date, respectively, as provided in Section
8.2 below.




          2.3.4. Incentive Payment. Purchaser shall pay to Seller the Incentive Payment in
immediately available funds within five (5) business days after the Incentive Closing Date.




     2.4. Adjustments. At the Closing, the following shall be adjusted and, to the extent practicable, all such
adjustments shall be computed and paid at the Closing, and to the extent not practicable, as soon
as practicable after the Closing:



          2.4.1. Personal Property Taxes. Seller shall pay all taxes that may be levied on the
purchased assets that are billed on or before the Closing Date, and Purchaser shall pay all such
taxes (if any) that may be billed after the Closing Date.




          2.4.2. Transfer Fees; Sales Taxes. Purchaser and Seller shall each pay 50% of all
transfer fees and applicable sales taxes, if any, arising under or on account of the Initial
Purchase and the purchase and sale of the Additional Inventory.





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          2.4.3. Timing of Adjustment. Except as otherwise provided in this Agreement, the net
amount of any of the adjustments set forth in this Agreement shall be either an increase or a
decrease of the payments to be made at the Closing to the extent practicable.




3. Additional Provisions.




     3.1. Employees.



          3.1.1. Prior to Closing, Seller and Purchaser will identify up to 200 full-time employees and
up to 40 part-time employees of Seller or one of its subsidiaries whose employment services relate
to the WMS Business.




          3.1.2. Purchaser, in its sole discretion, may offer employment to some or all of the
identified employees at their current levels of seniority with benefits comparable to those offered
to Purchaser’s employees in accordance with the procedures set forth in Exhibit 3.4 (Transition
Services). Purchaser will not, during the (90) ninety day period following the Closing, directly
or indirectly hire any other employee of Seller (or its affiliates) without the prior written
consent of Seller.




          3.1.3. With respect to any Seller employees that accept such an offer of employment by
Purchaser, Seller shall offer to sell to Purchaser any equipment used exclusively by such employees
in performing their duties as field merchandisers at Wal-Mart stores at a mutually agreeable price;
provided that (i) all software and confidential information shall be removed from any such
equipment acquired by Purchaser, and (ii) such offer to sell shall expire to the extent not
accepted by Purchaser within thirty (30) days after the Closing.




          3.1.4. Seller shall be responsible for all actions as may be required by and all obligations
and other liabilities associated with the Worker Adjustment and Retraining Notification Act of
1988, as amended, in the event that Seller elects to terminate employees who were employed in the
operation of the WMS Business, provided that Purchaser shall be responsible for any liability
created by Purchaser’s refusal to hire any such employees (e.g., claims based on Purchaser’s
alleged discrimination).




          3.1.5. Seller will pay health insurance premium costs through June 30, 2008 for any Handleman
employees that Anderson employs.




     3.2. Assumed Liabilities. As of the Closing, Purchaser shall assume Seller’s obligation
with respect to product that is shipped from WMS after the Closing Date arising after the Closing
Date. Purchaser does not assume nor shall Purchaser be obligated for any other liabilities or
responsibilities whatsoever of Seller or the WMS Business as conducted by Seller through the
Closing, including but not limited to any liability of Seller to Seller’s employees hired by
Purchaser for compensation or benefits.



     3.3. Accounts Receivable.
All WMS accounts receivable for transactions occurring on or before the Closing Date shall
remain the property of Seller irrespective of any payment for it to Purchaser. If Purchaser
receives payment for any accounts receivable existing as of the Closing Date, Purchaser shall
forward payment directly to Seller. If Seller receives payment for



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any accounts receivable for
Purchaser transactions after the Closing Date, Seller shall forward payment directly to Purchaser.




     3.4. Transition Services. The parties have agreed to cooperate in transitioning the WMS
Business and consummating the sale of inventory, including but not limited to (i) the methodology
and procedures for handling products returned from stores to Seller or Purchaser, (ii) Seller’s
purchase of product from Purchaser for non-WMS stores after the Closing Date subject to Seller
providing Purchaser a letter of credit in a form reasonably acceptable to both parties, and (iii)
transition of employees servicing the WMS Business, as set forth in Exhibit 3.4 (Transition
Services).



4. Representations and Warranties of Seller.




     Seller represents and warrants the following:



     4.1. Status of Seller. Seller is a Michigan corporation, duly organized, validly existing,
and in good standing under the laws of the State of Michigan.



     4.2. Authority. Seller has the corporate power and authority, and is duly authorized, to
enter into and carry out the transactions contemplated by this Agreement. When executed, this
Agreement will be a legal, valid, and binding obligation of Seller. The execution and delivery of
this Agreement by Seller and the consummation of the transactions described herein do not and will
not (a) contravene the terms of Seller’s charter or bylaws; (b) conflict with or result in any
breach or contravention of, or the creation of any lien under, or require any payment to be made
under (i) any contract, mortgage, indenture or agreement to which Seller is a party or affecting
Seller or its assets (subject to the receipt of necessary consents and waivers and the releases
described in Section 7.2(a)) or (ii) any order, injunction, writ or decree of any governmental
authority or any arbitral award to which Seller or its property is subject; or (c) violate any law.



     4.3. Title to Purchased Inventory. At Closing, Seller will transfer to Purchaser good
title to the Initial WMS Inventory, subject to no mortgage, pledge, lien, encumbrance, security
interest, or charge, except liens that will be released upon payment of the Purchase Price as
described in Section 7.2(a). On the Second Closing Date, Seller will transfer to Purchaser good
title to the Additional Inventory, subject to no mortgage, pledge, lien, encumbrance, security
interest, or charge, except liens that will be released upon payment of the Purchase Price as
described in Section 7.2(a).



     4.4. Litigation.
There are no actions, suits, or proceedings pending or, to Seller’s knowledge, threatened
against Seller, before any court, administrative agency, or other body; and no judgment, order,
writ, injunction, decree, or other similar command of any court or governmental agency has been
entered against or served upon Seller relating to this Agreement and/or the transactions
contemplated by this Agreement.



     4.5. Insolvency Proceedings. Seller is not involved in any proceeding by or against Seller
in any court under the Bankruptcy Code or any other insolvency or debtor’s relief act, whether
state or federal, or for the appointment of a trustee, receiver, liquidator, assignee, or



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other
similar official of Seller or Seller’s property. As of the execution of this agreement, to the
knowledge of Seller, the realizable value of Seller’s assets exceeds its liabilities.




     4.6. No Violation or Breach. The performance of this Agreement will not be in violation of
any laws, statutes, local ordinances, state or federal regulations, court or administrative order,
or ruling, nor is the performance of this Agreement in violation of the conditions or restrictions
in effect for financing pursuant to any loan documents, whether any such loan is secured or
unsecured (subject to the receipt of necessary consents and waivers and the releases described in
Section 7.2(a)), or any other agreement to which Seller is a party or to which either the Initial
WMS Inventory or the Additional Inventory or any part thereof is subject.



     4.7. Broker’s or Finder’s Fees. No agent, broker, investment banker, person, or firm
acting on behalf of Seller is or will be entitled to any broker’s or finder’s fees or any other
commission or similar fee directly or indirectly from Seller in connection with the sale of the WMS
Business contemplated hereby.



     4.8. Returnability of Initial WMS Inventory. Seller has not taken any action, or failed to
take any action, which would have the effect of voiding the obligation of the vendor to accept the
return of any of the Initial WMS Inventory for credit equal to Seller’s invoice cost for such
inventory.



     4.9. Taxes. Seller has no liability for Taxes which is or could become a lien on any of
the purchased assets. Seller has timely filed all Tax Returns with respect to such Taxes that it
was required to file. All such Tax Returns were correct and complete in all respects and were
prepared in substantial compliance with all applicable laws and regulations. For purposes of the
Section 4.9, “Taxes” means any federal, state, local, or foreign income, gross receipts, license,
personal property, sales, use, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever that is or could become a lien on any of the
purchased assets, whether computed on a separate or consolidated, unitary or combined basis or in
any other manner, including any interest, penalty, or addition thereto, whether disputed or not and
including any
obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person,
and “Tax Return” means any return, declaration, report, claim for refund, or information return or
statement relating to Taxes, including any schedule or attachment thereto, and including any
amendment thereof.



     4.10. Operation of WMS Business in the Ordinary Course. The aggregate quantities of music
product in the Wal-Mart store as of the date hereof that were shipped by Seller to Wal-Mart stores
are no more than five percent (5%) in excess of the aggregate target inventory amounts established
by Wal-Mart; and from March 1, 2008 to May 23, 2008, Seller has not caused or encouraged Wal-Mart
to delay shipment of returns to Seller.



5. Representations and Warranties of Purchaser.




     Purchaser represents and warrants the following:



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     5.1. Status of Purchaser. Purchaser is a Texas limited partnership, duly organized and
validly existing, and is in good standing under the laws of the State of Texas.



     5.2. Authority. Purchaser has the partnership power and authority, and is duly authorized,
to enter into and carry out the transactions contemplated by this Agreement. When executed, this
Agreement will be a legal, valid, and binding obligation of Purchaser.



     5.3. Purchaser’s Acknowledgement. Purchaser acknowledges the following:




     (a) Purchaser agrees that the WMS Business and all assets purchased pursuant to this
Agreement, including the Initial WMS Inventory and Additional Inventory, and the rights of
Seller being purchased hereunder, are sold and transferred to Purchaser IN AN “AS IS”
CONDITION AND ON A “WHERE IS” BASIS, WITHOUT ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE
EXPRESSLY STATED IN THIS AGREEMENT.




     (b) Purchaser has sufficient knowledge and expertise to evaluate the merits and risks
of the purchase of the WMS Business.



     5.4. Litigation. There are no actions, suits, or proceedings pending or, to Purchaser’s
knowledge, threatened against Purchaser, before any court, administrative agency, or other body;
and no judgment, order, writ, injunction, decree, or other similar command of any court or
governmental agency
has been entered against or served upon Purchaser relating to this Agreement and/or the
transactions contemplated by this Agreement.



     5.5. Broker’s or Finder’s Fees. No agent, broker, investment banker, person, or firm
acting on behalf of Purchaser is or will be entitled to any broker’s or finder’s fees or any other
commission or similar fee directly or indirectly from Purchaser in connection with the sale of the
WMS Business contemplated by this Agreement.



6. Conditions Precedent to Obligations of Purchaser at Closing.




     Unless waived in writing by Purchaser, Purchaser’s obligation to close the sale of the WMS
Business is subject to the satisfaction at or prior to the Closing of the following conditions:



     6.1. Accuracy of Representations and Warranties. The representations and warranties of
Seller contained in this Agreement shall be true and correct in all material respects at and as of
the Closing.



     6.2. Closing Deliveries. Purchaser shall have received the following:




     (a) An executed Bill of Sale and Assignment in substantially the form attached hereto
as Exhibit 6.2(a).




     (b) Such other documents as Purchaser may reasonably request which are not inconsistent
with the provisions of this Agreement.



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7. Conditions Precedent to Obligations of Seller at Closing.




     Unless waived in writing by Seller, Seller’s obligation to close the sale of the WMS Business
is subject to the satisfaction at or prior to the Closing of the following conditions:



     7.1. Accuracy of Representations and Warranties. The representations and warranties of
Purchaser contained in this Agreement shall be true and correct in all material respects at and as
of the Closing.



     7.2. Closing Deliveries. Seller shall have received the following:




     (a) A release of liens on the purchased assets, including the Initial WMS Inventory and
the Additional Inventory, from all applicable lenders that will be effective on or before
the transfer of such assets to Purchaser and payment of the Purchase Price.




     (b) Payment of the Initial Purchase Price Payment and the Additional Closing Payment.




     (c) An executed Bill of Sale and Assignment in substantially the form attached hereto
as Exhibit 6.2(a).




     (d) Such other documents as Seller may reasonably request which are not inconsistent
with the provisions of this Agreement.



8. Sale of WMS Assets.




     8.1. Closing. The closing (the “Closing”) of the sale of the WMS Assets as set forth
herein shall be held on the Effective Date or such later date as may be mutually agreed to by the
parties (the “Closing Date”) at the offices of Seller’s counsel or at such other location as may be
agreed on by the parties.



     8.2. Inventory Delivery and Payment.



          8.2.1. Delivery. The Initial WMS Inventory and the Additional Inventory (the
“Purchased Inventory”) shall be delivered FOB Seller’s Indianapolis, Indiana Area Distribution
Center (“Indy”) and FOB Anderson’s warehouses at Denton, Texas and Winder, Georgia (“Anderson
warehouses”), respectively, promptly after the Closing Date and the Second Closing Date,
respectively. Accordingly, (i) Purchaser shall make available at Indy, at its expense, sufficient
vehicles to receive the Initial WMS Inventory, and Seller shall prepare for shipping and load the
Initial WMS Inventory on the vehicles provided by Purchaser; and (ii) Seller shall ship to Anderson
warehouses at its expense, and Purchaser shall unload, the Additional Inventory.




          8.2.2. Shipping Procedures. The parties shall comply with the shipping procedures set
forth in Exhibit 3.4 (Transition Services).




          8.2.3. Payment. Upon delivery of Purchased Inventory, Seller shall invoice Purchaser
for the applicable portion of the WMS Inventory Value or Additional Inventory



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Purchase Price in
accordance with the procedures set forth in Exhibit 3.4 (Transition Services) Purchaser shall pay
Seller the invoiced amount in immediately available funds within three (3) business days of receipt
of an invoice by a representative of Purchaser.




9. Confidentiality.




     Purchaser acknowledges that, pursuant to its inspection of Seller’s books, records, and other
documents and materials in contemplation of the acquisition of the WMS Business, Purchaser may have
become privy to confidential information of Seller, and that communication of such confidential
information to third parties (whether or not such communicated information is authorized by
Purchaser) could injure Seller’s continuing business. Purchaser agree to take reasonable steps to
ensure that such information about Seller, obtained by Purchaser, shall remain confidential and
shall not be disclosed or revealed to outside sources, and further agrees not to
solicit any customers of Seller disclosed from such confidential information other than WMS.
As used in this Agreement, “confidential information” includes information ordinarily known only to
Seller’s personnel, and information such as customer lists, supplier lists, trade secrets, channels
of distribution, pricing policy and records, inventory records, and other information normally
understood to be confidential or designated as such by Seller. Seller will maintain the
confidentiality of all confidential information relating to the purchased assets and Seller’s
business with WMS, except as may be required by law (including but not limited to disclosure
required by securities laws) and as may be required by Seller’s lenders. This Section 9 shall
survive Closing.



10. Notices.




     All notices, requests, demands, and other communications under this Agreement (except
Section 8.2) shall be in writing and shall be deemed to have been duly given if delivered in person
or by overnight delivery service or mailed, first-class postage prepaid, to Seller, at Seller’s
address given in this Agreement, or to Purchaser, at Purchaser’s address given in this Agreement,
or to any other address that Purchaser or Seller shall designate in writing.



11. Miscellaneous.





     (a) Amendment. This Agreement shall not be amended, altered, or terminated
except by a writing executed by the parties.




     (b) Choice of Law. This Agreement shall be governed by the internal laws of
the State of Michigan, without regard to its conflict of laws principles.




     (c) Entire Agreement. This Agreement (together with the documents to be
delivered at the Closing) sets forth the entire understanding of the parties, and shall
supersede any oral or written agreements relating to this subject matter entered into by the
parties before the date of this Agreement.




     (d) Waiver. The waiver by any party of any breach or breaches of any provision
of this Agreement shall not operate as or be construed to be a waiver of any subsequent
breach of any provision of this Agreement. No waiver shall be implied. A



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waiver shall be
valid only if in writing and signed by the party against whom the waiver is being asserted




     (e) Binding Effect. This Agreement, inclusive of its terms and provisions,
shall survive the Closing and shall be binding on and inure to the benefit of, and be
enforceable by, the respective heirs, legal representatives, successors, and assigns of the
parties.




     (f) Construction of Agreement. Each party and its respective legal counsel has
reviewed and revised this Agreement and has had equal opportunity for input into this
Agreement. Neither party nor their respective legal counsel shall be construed to be the
drafter or primary drafter of this Agreement. In the event of any dispute regarding the
construction of this Agreement or any of its provisions, ambiguities or questions of
interpretation shall not be construed more in favor of one party than the other;
rather, questions of interpretation shall be construed equally as to each party.




     (g) Execution. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all counterparts, when taken together,
will constitute one and the same agreement. The parties agree that signatures on this
Agreement, as well as any other documents to be executed under this Agreement, may be
delivered by facsimile or other electronic means in lieu of an original signature, and the
parties agree to treat facsimile or other electronic signatures as original signatures and
agree to be bound by this provision.



          The parties have executed this Agreement to be effective as of the Effective Date first set
forth above:



	 	 	 	 	 
	 	 	SELLER:
	 	 	Handleman Company
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:	 	 
	 
	 	 	 	 
	 
	 	 	PURCHASER
	 	 	Anderson Merchandisers, L.P.
	 	 	By: Ander-Merch of Texas, Inc., General Partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:	 	 






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EXHIBITS

to

Asset Purchase Agreement

(WMS Related Assets)




	 	 	 
	Exhibit 1.1.1

	 	Initial WMS Inventory – Preliminary List;
	 

	 	WMS Inventory Categories (“buckets” 1-3 and 11-13);
	 

	 	Other Inventory Categories (“buckets” 4-10)
	 
	 	 
	Exhibit 1.1.2

	 	WMS Display Fixtures
	 
	 	 
	Exhibit 2.2

	 	Purchase Price Allocation
	 
	 	 
	Exhibit 3.4

	 	Transition Services
	 
	 	 
	Exhibit 6.2(a)

	 	Form of Bill of Sale and Assignment






 









 





EXHIBIT 1.1.1




Initial WMS Inventory – Preliminary List

WMS Inventory Categories (“buckets” 1-3 and 11-13)

Other Inventory Categories (“buckets” 4-10)



Electronic file prepared by Seller and delivered to Purchaser is incorporated by reference as
though set forth herein in its entirety.




 









 








EXHIBIT 1.1.2




WMS Display Fixtures



Electronic file with detail of the net book value of Wal-Mart display fixtures prepared by Seller
and delivered to Purchaser is incorporated by reference as though set forth herein in its entirety.
As set forth therein:




WMS Display Fixture Rights Value: $3,628,561.29.




 









 








EXHIBIT 2.2




Purchase Price Allocation




	 	 	 	 	 
	1.

	 	Initial WMS Inventory
	 	Initial WMS Inventory Value
	 
	 	 	 	 
	2.

	 	WMS Display Fixtures
	 	WMS Display Fixture Rights Value
	 
	 	 	 	 
	3.

	 	Additional Inventory
	 	Additional Inventory Purchase Price
	 
	 	 	 	 
	4.

	 	Goodwill
	 	Incentive Payment (if any)






 









 






EXHIBIT 3.4




Transition Services




 









 





EXHIBIT 6.2(A)




Form of Bill of Sale and Assignment




 









 





Bill of Sale and Assignment




          Subject to and in accordance with the terms and conditions of the Asset Purchase Agreement
(WMS Related Assets) dated as of June 2, 2008 (the “Purchase Agreement”) by and between Handleman
Company (“Seller”) and Anderson Merchandisers, L.P. (“Purchaser”), Seller hereby transfers and
assigns to Purchaser all of Seller’s right, title and interest in and to all of the following
(collectively, the “Property”):





	 	1.	 	the Initial WMS Inventory (upon payment of the WMS
Inventory Value);
	 
	 	2.	 	retail display fixtures for WMS locations as listed in
Exhibit 1.1.2 of the Purchase Agreement (upon payment of the WMS Display
Fixture Rights Value); and
	 
	 	3.	 	the Additional Inventory (upon payment of the
Additional Inventory Purchase Price).






As set forth in the Purchase Agreement, the Property, including the Initial WMS
Inventory and the Additional Inventory, is sold and transferred in an “AS IS”
condition, without any warranty of merchantability or fitness for a particular
purpose or any other warranty, express or implied, except as expressly set forth in
the Purchase Agreement.



          Capitalized terms not otherwise defined herein shall have the meanings set forth in the
Purchase Agreement unless the context requires otherwise.




          IN WITNESS WHEREOF, Seller has caused this Bill of Sale and Assignment to be duly executed to
be effective upon payment of the applicable portion of the Purchase Price as set forth above.




	 	 	 	 	 
	 	 	SELLER:
	 	 	Handleman Company
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its: