Fourth Amendment to Credit Agreement



 Exhibit 10.1 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
 This FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of
January 10, 2008 (this “Amendment”), to the Credit Agreement, dated as of April 30, 2007, 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 party hereto from time to time (“Lenders”), 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, the “Agent”). 
 WHEREAS, Holdings, Borrowers, Credit Parties, Lenders and the 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 to
Borrowers; 
 WHEREAS, Borrowers have requested that Agent and Lenders amend certain terms and conditions of the Credit Agreement as more
fully set forth herein; 
 WHEREAS, the Agent and the Lenders have agreed to amend the Credit Agreement, 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. Amendment to Credit Agreement. 
 (a) Section 6.6(a) of the Credit Agreement is hereby amended
and modified by deleting subsection (v) in its entirety and inserting in lieu thereof the following: 
 “(v) maintained in the
United Kingdom, whether or not in Blocked Accounts, but excluding any Blocked Cash, will not exceed (A) from May 17, 2007 until March 31, 2008, $5,000,000 plus an amount sufficient to fund any checks written on such United Kingdom
Blocked Accounts that have not yet cleared, and (B) on and after March 31, 2008, $5,000,000;” 
 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) The Agent shall have received counterparts of this Amendment that bear the signatures
of each of the Credit Parties, the Agent and the Lenders. 
 (c) The Agent shall have received a copy of an amendment (or
similar agreement), in form and substance reasonably satisfactory to the Agent, duly executed by the Credit Parties, the Term Loan Agent, and the Term Loan Lenders amending the corresponding provisions of the Term Loan Agreement. 
 4. Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants to the Agent and the 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 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 performance by such Credit Party of the Credit Agreement, as amended hereby. 

(d) This Amendment and the Credit Agreement, as amended hereby, 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 

  

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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 the Agent, for the ratable benefit of the Lenders, or to grant to the
Agent, for the ratable benefit of the 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, and (c) confirms and agrees that no waiver or amendment of any terms or provisions
of the Credit Agreement, or the waivers and amendments granted hereunder shall relieve any Credit Party from complying with such terms and provisions other than as expressly amended hereby or from complying with any other term or provision thereof
or herein. 
 6. 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 the Agent and the 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 the Agent and the Lenders. 
  

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 (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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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by
their respective officers thereunto duly authorized as of the date first written above. 
  

			
	BORROWERS:
	
	HANDLEMAN CATEGORY MANAGEMENT COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	HANDLEMAN SERVICES COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	HANDLEMAN REAL ESTATE LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	SVG DISTRIBUTION, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CRAVE ENTERTAINMENT, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 FOURTH AMENDMENT TO CREDIT AGREEMENT










			
	ARTIST TO MARKET DISTRIBUTION LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	REPS, L.L.C.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 FOURTH AMENDMENT TO CREDIT AGREEMENT










			
	CREDIT PARTIES:
	
	HANDLEMAN COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CRAVE ENTERTAINMENT GROUP, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	HANLEY ADVERTISING COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	HANDLEMAN COMPANY OF CANADA LIMITED
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	HANDLEMAN UK LIMITED
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 FOURTH AMENDMENT TO CREDIT AGREEMENT










			
	ADMINISTRATIVE AGENT AND LENDERS:
	
	GENERAL ELECTRIC CAPITAL CORPORATION,
	as Agent and Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 FOURTH AMENDMENT TO CREDIT AGREEMENT










			
	WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 FOURTH AMENDMENT TO CREDIT AGREEMENT