exv10w1




Exhibit 10.1




EIGHTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT




          EIGHTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of June ___, 2008 (this
“Amendment”), to the Credit and Guaranty Agreement, dated as of April 30, 2007 (as amended,
restated, supplemented or modified from time to time, the “Credit Agreement”), by and among
Handleman Company, a Michigan corporation (“Holdings”), Handleman Services Company, a
Michigan corporation (“Handleman Services”), certain 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
“Guarantors” (such subsidiaries, together with Holdings, are referred to individually as a
“Guarantor” and collectively, jointly and severally, as “Guarantors”), the lenders
party hereto from time to time (“Lenders”), and Silver Point Finance, LLC (“Silver
Point”), as administrative agent for Lenders (in such capacity, together with its successors
and assigns in such capacity, the “Administrative Agent”) and as collateral agent for
Lenders (in such capacity, together with its successors and assigns in such capacity, the
“Collateral Agent” and together with Administrative Agent, each an “Agent” and
collectively the “Agents”).




          WHEREAS, Borrowers and Guarantors have requested that Agents and Lenders agree to amend
certain terms and conditions of the Credit Agreement, in each case, as more fully set forth herein;
and




          WHEREAS, Agents 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 1.1 of the Credit Agreement is hereby amended 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 and
Guaranty Agreement, dated as of June ___, 2008, by and among Credit
Parties, Lenders and Agents.”




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



               (b) Section 1.1 of the Credit Agreement is hereby amended by amending and restating the
definitions of the following terms contained therein to read in their entirety as follows:




“‘Minimum Availability Amount’ means, at any time, the aggregate
principal amount of the Tranche B Term Loan outstanding at such
time.”




““Revolving Commitment Termination Date” means the earliest to occur
of (i) May 1, 2007, if the Term Loans are not made on or before



 









 






that date; (ii) April 30, 2012; (iii) the date the Revolving
Commitments are permanently reduced to zero pursuant to Section
2.12(b) or 2.13; (iv) the date of the termination of the Revolving
Commitments pursuant to Section 8.1; and (v) the date on which the
outstanding principal amount of the Tranche B Term Loan is reduced
to zero.”



               (c) Clause (G) of Section 2.12(c)(i) and clause (G) of Section 2.12(c)(ii) of the Credit
Agreement are each hereby amended and restated to read in their entirety as follows:




“(G) as a result of the occurrence of the Revolving Commitment
Termination Date or as a result of the occurrence of the Term Loan
Maturity Date or under any other circumstance”



               (d) The first sentence of Section 2.13(k) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:




“Concurrently with any prepayment of the Loans and/or reduction of
the Revolving Commitments pursuant to Sections 2.13(a)-(g), Holdings
shall deliver to Administrative 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.”



               (e) Clause (ii) of Section 5.1(c) of the Credit Agreement is hereby amended and restated to
read in its entirety as follows:




“(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 Administrative
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;”



               (f) Section 5.21 of the Credit Agreement is hereby amended by deleting the phrase “August 31,
2008” contained therein and inserting the phrase “September 15, 2008” in its stead.



               (g) Section 6.7(a) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:



 









 






“(a) [Intentionally Omitted].”



               (h) Section 6.7(e) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:




“(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 Working Capital Borrowing Base at such
time (without taking into account the Term Loan Reserve, the Minimum
Availability Amount or any other Reserves (as defined in the Working
Capital Agreement)) and (B) the principal amount of all Indebtedness
outstanding (including without limitation, all undrawn letters of
credit) under the Working Capital 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 Working Capital
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.”



               (i) Section 6.7(f) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:




“(f) [Intentionally Omitted].”



               (j) Section 6.24 of the Credit Agreement is hereby amended by adding a new section to the end
thereof to read in its entirety as follows:




“6.24 Crave Business Plan. Holdings shall not fail to deliver to
Agents (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 Agents, 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 Agents.”



               (k) Article VI of the Credit Agreement is hereby amended by adding the following new section
to the end thereof to read in its entirety as follows:




“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
Collateral Agent, a report, in form and substance satisfactory to
Agents, 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.”



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




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



          4. Credit Parties’ Representations and Warranties. Each Credit Party represents and
warrants to Agents 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 Credit
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 confirms and
agrees that (a) the Credit Agreement and each other Credit 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 Credit Document to
“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) to the extent that any such Credit Document purports to assign or pledge to
Collateral Agent, for the ratable benefit of Lenders, or to grant to Collateral 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 Credit 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 the Administrative
Agent is entitled to take, or that the Credit Parties are required to perform, under the Fifth
Amendment Fee Letter, and (d) no amendment or waiver of any terms or provisions of the Credit
Agreement, or the amendments or waivers granted hereunder, shall relieve any Credit Party from
complying with such terms and provisions other than as expressly amended or waived 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 any Agent or any Lender (or any of
their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and
(b) each 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 Credit Documents. Notwithstanding the foregoing, Credit Parties wish (and Agents and Lenders
agree) to eliminate any possibility that any past conditions, acts, omissions, events or
circumstances would impair or otherwise adversely affect any Agent’s or any Lenders’ rights,
interests, security and/or remedies under the Credit Agreement and the other Credit 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 each 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 Credit Document, or any act, event or
transaction related or attendant thereto, or the agreements of any 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 Agents 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 Agents and Lenders.




          (e) This Amendment is a Credit 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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