exv10w2






Exhibit 10.2




EIGHTH AMENDMENT TO CREDIT AGREEMENT




          This EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 20, 2008 (this
“Amendment”), by and among Handleman Company, a Michigan corporation (“Holdings”),
Handleman Services Company, a Michigan corporation (“Handleman Services”), the other
subsidiaries of Holdings identified on the signature page hereto as “Borrowers” (such Subsidiaries,
together with Handleman Services, are referred to individually as a “Borrower” and
collectively, jointly and severally, as “Borrowers”), certain subsidiaries of Holdings
identified on the signature page hereto as “Credit Parties” (“Credit Parties”), the Lenders
(as defined below) party hereto, and General Electric Capital Corporation (“GE Capital”),
as administrative agent for the Lenders (in such capacity, together with its successors and assigns
in such capacity, “Agent”).




          WHEREAS, Holdings, Borrowers, Credit Parties, the lenders party thereto from time to time
(“Lenders”) and Agent are parties to that certain Credit Agreement, dated April 30, 2007
(as amended, restated, supplemented or modified from time to time, the “Credit Agreement”),
pursuant to which Lenders have agreed to make, and have made, certain loans and other financial
accommodations to Borrowers;




          WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders amend certain terms
and conditions of the Credit Agreement, as more fully set forth herein; and




          WHEREAS, Agent and Lenders have agreed to make such amendments to the Credit Agreement, in
each case, subject to the terms and conditions set forth herein.




          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:




          1. Definitions. All terms used herein which are defined in the Credit Agreement and
not otherwise defined herein are used herein as defined therein.




          2. Amendments to Credit Agreement.




          (a) Section 1.3(b)(viii) of the Credit Agreement, Prepayment Certificate, is hereby
amended and modified by deleting the first sentence of such such clause in its entirety and
inserting the following in lieu thereof:





“Concurrently with any prepayment of the Loans and/or reduction of the
Revolving Loan Commitment pursuant to Section 1.3(b)(ii) through
(vii), Holdings shall deliver to Agent a certificate of an
Authorized Officer demonstrating the calculation of the amount of the
applicable net proceeds, Consolidated Excess Cash Flow or other applicable
financial tests or proceeds giving rise to the prepayment, as the case may
be; provided, that such certificate with respect to the calculation
of Consolidated Excess Cash Flow for the Fiscal Year of the Credit Parties



 









 







ended May 3, 2008 shall not be required to be delivered until September 15,
2008.”



          (b) Section 5.20 of the Credit Agreement, Deposit Accounts” is hereby amended by
deleting the phrase “August 31, 2008” contained therein and inserting the following phrase
“September 15, 2008” in lieu thereof.




          (c) Section 6.24 of the Credit Agreement, Crave Business Plan, is hereby amended and
modified by deleting such section in its entirety and inserting the following in lieu thereof:





“6.24 Crave Business Plan. Holdings shall not fail to deliver to
Agent (a) by not later than May 15, 2008, a business plan for Crave
Entertainment Group, Inc., Crave Entertainment, Inc. and SVG
Distribution, Inc. (collectively, the “Crave Entities”), in
form and substance satisfactory to Agent, and (b) by not later than
September 15, 2008, a historical and projected return on investment
report for each title owned by the Crave Entities, which report
shall be in form and substance satisfactory to Agent.”



          (d) Article 6 of the Credit Agreement, Negative Covenants, is hereby amended and
modified by inserting the following new Section at the end of such Article:





“6.26 Wal-Mart U.S. Music Inventory Returns. By not later than
Monday of each week, the Credit Parties shall not fail to deliver to
Agent, a report, in form and substance satisfactory to Agent,
listing (a) all music-related Inventory in the United States that
Wal-Mart Stores, Inc. or any of its Affiliates has returned, or
indicated that it will return to any Credit Party, and the value of
the Accounts owing to Credit Parties represented thereby, (i) during
the prior week (ending on the last Business Day of the
immediately-preceding week) and (ii) in the aggregate from the
Initial Anderson Closing Date until the last Business Day of the
immediately preceding week, and (b) the Accounts that Wal-Mart
Stores, Inc. and any of its Affiliates were required to pay to the
Credit Parties as of the prior week (ending on the last Business Day
of the immediately-preceding week), compared with the amount of
Accounts actually paid during such week, accompanied by a
reasonably-detailed summary of all past-due Accounts then owing from
Wal-Mart Stores, Inc. and any of its Affiliates to the Credit
Parties.”



          (e) Annex A of the Credit Agreement, Definitions, is hereby amended and modified by
adding the following new definitions thereto, in appropriate alphabetical order, to read in its
entirety as follows:




 









 









““Eighth Amendment” means the Eighth Amendment to Credit Agreement,
dated as of June 20, 2008, by and among the Credit Parties, the Lenders and
Agent.




“Eighth Amendment Effective Date” has the meaning ascribed to the
term “Amendment Effective Date” in the Eighth Amendment.”



          (f) Annex A of the Credit Agreement, Definitions, is hereby further amended and
modified by amending and restating the definitions of “Commitment Termination Date” and “Minimum
Availability Amount” to read in their entirety as follows:





““Commitment Termination Date” means the earliest of (a) April 30,
2012, (b) the date of termination of Lenders’ obligations to make Advances
and to incur Letter of Credit Obligations or permit existing Loans to remain
outstanding pursuant to Section 8.2(b), (c) the date of indefeasible
prepayment in full by Borrowers of the Loans and the cancellation and return
(or stand-by guarantee) of all Letters of Credit or the cash
collateralization of all Letter of Credit Obligations pursuant to Annex
B, and the permanent reduction of all Commitments to zero dollars ($0)
and (d) the Revolving Commitment Termination Date (as defined in the Term
Loan Agreement).”




“Minimum Availability Amount” means, at any time, the aggregate
principal amount of the Tranche B Term Loan (as defined in the Term Loan
Agreement) outstanding at such time.



          (g) Annex E of the Credit Agreement, Financial Statements and Projections — Reporting,
is hereby amended and modified by deleting subsection (c)(ii) in its entirety and inserting the
following in lieu thereof:





“(ii) with respect to such consolidated financial statements an opinion
thereon of PricewaterhouseCoopers LLP or other independent certified public
accountants of recognized national standing selected by Holdings, and
reasonably satisfactory to Agent, which shall state that such consolidated
financial statements fairly present, in all material respects, the financial
position of Holdings and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods indicated
in conformity with GAAP applied on a basis consistent with prior years
(except as otherwise disclosed in such financial statements) and that the
examination by such accountants in connection with such consolidated
financial statements has been made in accordance with the standards of the
Public Company Accounting Oversight Board (United States)) together with, if
Holdings is then subject to Section 404(b) of the Sarbanes Oxley Act of
2002, a report on the effectiveness of Holdings’ internal control over
financial reporting;”



 









 





          (h) Annex G of the Credit Agreement, Financial Covenants, is hereby amended and
modified by deleting subsection (a) in its entirety and inserting the following in lieu thereof:




          “(a) Intentionally Omitted.”




          (i) Annex G of the Credit Agreement, Financial Covenants, is hereby further amended
and modified by deleting subsection (e) in its entirety and inserting the following in lieu
thereof:





“(e) Minimum Asset Coverage. Credit Parties shall not
permit, at any time (i) between the Eighth Amendment Effective Date
through (but not including) September 15, 2008, the positive
difference between (A) the Borrowing Base at such time (without
taking into account the Term Loan Reserve, the Minimum Availability
Amount or any other Reserves) and (B) the principal amount of all
Indebtedness outstanding (including without limitation, all undrawn
letters of credit) under the Term Loan Agreement and this Agreement
at such time (such positive difference, the “Minimum Asset
Coverage”) to be less than an amount equal to the greater of (x) the
principal amount of all Indebtedness outstanding (including without
limitation, all undrawn letters of credit) under the Term Loan
Agreement and this Agreement at such time, and (y) $15,000,000, and
(ii) on and after September 15, 2008, the Minimum Asset Coverage to
be less than $80,000,000.”



          (j) Annex G of the Credit Agreement, Financial Covenants, is hereby further amended
and modified by deleting subsection (f) in its entirety and inserting the following in lieu
thereof:




          “(f) Intentionally Omitted.”




     3. Conditions to Effectiveness. This Amendment shall become effective (the
“Amendment Effective Date”) upon satisfaction in full of the following conditions
precedent:



          (a) Immediately after giving effect to this Amendment, (i) the representations and warranties
contained in this Amendment, the Credit Agreement and the other Loan Documents shall be correct on
and as of the date of this Amendment as though made on and as of such date (except where such
representations and warranties relate to an earlier date in which case such representations and
warranties shall be true and correct as of such earlier date) and (ii) no Default or Event of
Default shall have occurred and be continuing (or would result from this Amendment becoming
effective in accordance with its terms).




          (b) Agent shall have received counterparts of this Amendment that bear the signatures of each
of Credit Parties, Agent and Lenders.




 









 








          (c) Agent, on behalf of the lenders, shall have received a copy of an amendment (or similar
agreement), in form and substance reasonably satisfactory to Agent, duly executed by Credit
Parties, Term Loan Agent, and Term Loan Lenders amending and waiving the corresponding provisions
of the Term Loan Agreement.




     4. Credit Parties’ Representations and Warranties. Each Credit Party represents and
warrants to Agent and Lenders as follows:



          (a) Such Credit Party (i) is duly organized, validly existing and in good standing under the
laws of the state of its organization and (ii) has all requisite power, authority and legal right
to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended
hereby.




          (b) The execution, delivery and performance by such Credit Party of this Amendment and the
Purchase Documents and the performance by such Credit Party of the Credit Agreement, as amended
hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or
create a default under such Credit Party’s organizational documents, any applicable law or any
contractual restriction binding on or otherwise affecting such Credit Party or any of such Credit
Party’s properties, and (iii) except as provided in the Loan Documents, do not and will not result
in or require the creation of any Lien, upon or with respect to such Credit Party’s property.




          (c) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority is required in connection with the due execution, delivery and performance
by such Credit Party of this Amendment or the Purchase Documents or the performance by such Credit
Party of the Credit Agreement, as amended hereby.




          (d) This Amendment and the Credit Agreement, as amended hereby, and the Purchase Documents
constitute the legal, valid and binding obligations of such Credit Party, enforceable against such
Credit Party in accordance with their terms except to the extent the enforceability thereof may be
limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from
time to time in effect affecting generally the enforcement of creditors’ rights and remedies and by
general principles of equity.




          (e) Immediately after giving effect to this Amendment, (i) the representations and warranties
contained in the Credit Agreement are correct on and as of the date of this Amendment as though
made on and as of the date hereof (except where such representations and warranties relate to an
earlier date in which case such representations and warranties shall be true and correct as of such
earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would
result from this Amendment becoming effective in accordance with its terms).




     5. Continued Effectiveness of Credit Agreement. Each Credit Party hereby (a) confirms
and agrees that the Credit Agreement and each other Loan Document to which it is a party is, and
shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects
except that on and after the Amendment Effective Date all references in any such Loan Document to
(i) “the Credit Agreement”, “hereto”, “hereof”, “hereunder”, “thereto”,



 









 




“thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean
the Credit Agreement as amended by this Amendment, (b) confirms and agrees that to the extent that
any such Loan Document purports to assign or pledge to Agent, for the ratable benefit of Lenders,
or to grant to Agent, for the ratable benefit of Lenders a security interest in or Lien on, any
Collateral as security for the Obligations of the Credit Party, or any of their respective
Subsidiaries from time to time existing in respect of the Credit Agreement and the other Loan
Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified
and confirmed in all respects, (c) the execution and delivery of this Amendment does not limit any
other action that Agent is entitled to take, or that the Credit Parties are required to perform,
under the Fifth Amendment Fee Letter, and (d) confirms and agrees that no amendment of any terms or
provisions of the Credit Agreement, or the amendments and consents granted hereunder shall relieve
any Credit Party from complying with such terms and provisions other than as expressly amended or
consented to hereby or from complying with any other term or provision thereof or herein.




     6. Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor
any of its Affiliates has any claim or cause of action against Agent or any Lender (or any of their
respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b)
Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its
obligations to Credit Parties and their Affiliates under the Credit Agreement and the other Loan
Documents. Notwithstanding the foregoing, Credit Parties wish (and Agent and Lenders agree) to
eliminate any possibility that any past conditions, acts, omissions, events or circumstances would
impair or otherwise adversely affect Agent’s or any Lenders’ rights, interests, security and/or
remedies under the Credit Agreement and the other Loan Documents. Accordingly, for and in
consideration of the agreements contained in this Amendment and other good and valuable
consideration, each Credit Party (for itself and its Affiliates and the successors, assigns, heirs
and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby
fully, finally, unconditionally and irrevocably release and forever discharge Agent and each Lender
and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and
agents (collectively, the “Released Parties”) from any and all debts, claims, obligations,
damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of
action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of
whatever nature or description, and whether in law or in equity, under contract, tort, statute or
otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against
any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done,
arising out of, connected with or related in any way to the Credit Agreement or any other Loan
Document, or any act, event or transaction related or attendant thereto, or the agreements of Agent
or any Lender contained therein, or the possession, use, operation or control of any of the assets
of any Credit Party, or the making of any Loans or other advances, or the management of such Loans
or advances or the Collateral.



     7. Miscellaneous.



          (a) This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement. Delivery of an



 









 






executed counterpart of this Amendment by telefacsimile or electronic method shall be equally
as effective as delivery of an original executed counterpart of this Amendment.




          (b) Section and paragraph headings herein are included for convenience of reference only and
shall not constitute a part of this Amendment for any other purpose.




          (c) This Amendment shall be governed by, and construed in accordance with, the laws of the
State of New York. Each of the parties to this Amendment hereby irrevocably waives all rights to
trial by jury in any action, proceeding or counterclaim arising out of or relating to this
Amendment.




          (d) Borrowers will pay on demand all reasonable fees, costs and expenses of Agent and Lenders
in connection with the preparation, execution and delivery of this Amendment or otherwise payable
under the Credit Agreement, including, without limitation, reasonable fees disbursements and other
charges of counsel to Agent and Lenders.




          (e) This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be
construed, administered and interpreted in accordance with the terms thereof. Accordingly, it
shall be an Event of Default under the Credit Agreement if any representation or warranty made or
deemed made by any Credit Party under or in connection with this Amendment shall have been
incorrect when made or deemed made or if any Credit Party fails to perform or comply with any
covenant or agreement contained herein.




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