Exhibit 10.1
 LIMITED WAIVER AND FIFTH AMENDMENT TO FOURTH AMENDED AND  RESTATED CREDIT AGREEMENT
 Amendment th Borrower Agent
 RECITALS
 Credit Agreement
   SECTION 1. Amendments Section 3
 Section 1.1(a)
 Section 1.5(a)
  Section 1.9(b)
  1




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Average Outstanding Amount
 Section 1.9 (c)
  Annex A
 Average Outstanding Amount Section
1.9(b)
 Fifth Amendment Date
 Annex A
 Applicable Unused Line Fee Margin
 Borrowing Base
   less less provided provided Applicable Sublimit Amount provided
 2




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Commitment Termination Date Section
8.2(b) Annex B
 EBITDA minus plus
 3




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Minimum Excess Availability Reserve provided provided Reserve Tests
  Fiscal Quarter Ending
    
    RatioMarch 31, 2009
    
    1.50:1June 30, 2009
    
    2.10:1September 30, 2009
    
    2.40:1December 31, 2009
    
    2.40:1March 31, 2010 and each Fiscal Quarter ending thereafter; and
    
    2.70:1
 4




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Fiscal Quarter Ending
    
    AmountMarch 31, 2009
    
    $
    400,000June 30, 2009
    
    $
    1,600,000September 30, 2009
    
    $
    3,000,000December 31, 2009
    
    $
    4,700,000March 31, 2010 and each Fiscal Quarter ending thereafter
    
    $
    6,000,000
 Revolving Loan Commitment Annex J
 Vendor Advance Expense provided
 Clause (a) Annex F
  5




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Clause (a) Annex G
 Maximum Capital Expenditures
 Period
    
    Maximum Capital Expenditures per PeriodFiscal Quarter ending on March 31, 2009
    
    $500,000Fiscal Year ending on or about March 31, 2009
    
    $3,500,000 plus an amount equal to
an amount of Capital Expenditures not to exceed $1,000,000 incurred in connection with the installation of the ERP computer system during such Fiscal YearFiscal Year ending on or about March 31, 2010
and each Fiscal Year ending thereafter.
    
    $2,000,000
 Clause (b) Annex G
 Minimum Fixed Charge Coverage Ratio
 6




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Fixed Charge Coverage Ratio plus plus minus minus minus plus plus
 Fiscal Quarter Ending
    
    RatioMarch 31, 2009
    
    
    1.30:1June 30, 2009
    
    
    1.80:1September 30, 2009
    
    
    2.00:1December 31, 2009
    
    
    2.30:1March 31, 2010 and each Fiscal Quarter ending thereafter
    
    
    2.70:1
  Fiscal Quarter Ending
    
    RatioMarch 31, 2009
    
    
    1.20:1June 30, 2009
    
    
    1.40:1September 30, 2009
    
    
    1.60:1December 31, 2009
    
    
    1.70:1March 31, 2010 and each Fiscal Quarter ending thereafter.
    
    
    2.00:1
 Clause (c) Annex G
 7




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Maximum Vendor Advances
 Fiscal Quarter Ending
    
    AmountDecember 31, 2008
    
    $
    3,800,000March 31, 2009
    
    $
    5,000,000June 30, 2009
    
    $
    10,250,000September 30, 2009
    
    $
    16,750,000December 31, 2009
    
    $
    17,750,000March 31, 2010 and each Fiscal Quarter ending thereafter.
    
    $
    17,500,000
 Clause (d) Annex G
 Minimum EBITDA
 Fiscal Quarter Ending
    
    AmountDecember 31, 2008
    
    $
    1,500,000March 31, 2009
    
    $
    2,800,000June 30, 2009
    
    $
    6,400,000September 30, 2009
    
    $
    11,300,000December 31, 2009
    
    $
    16,900,000March 31, 2010 and each Fiscal Quarter ending thereafter.
    
    $
    18,200,000
 8




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Annex J Annex J
 SECTION 2. Limited Waivers . subsection 8.1 (b) clause (b) Annex G clause (d) Annex G
 SECTION 3. Conditions to Effectiveness
  Second Fee Letter
Supplement
 Annex A
 SECTION 4. Representations and Warranties
   9




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SECTION 5. Reference to and Effect Upon the Credit Agreement .
   SECTION 6. GOVERNING LAW
 SECTION 7. Headings
 SECTION 8. Counterparts
  10




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BORROWER:NAVARRE CORPORATIONBy:Name:Title:




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GENERAL ELECTRIC CAPITALCORPORATION, as Agent and LenderBy:Name:Title:




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ENCORE SOFTWARE, INC., as Credit PartyBy:Name:Title:BCI ECLIPSE COMPANY, LLC, as Credit PartyBy:Name:Title:FUNIMATION PRODUCTIONS LTD., as Credit PartyBy:
    
    Navarre CP, LLC, its General PartnerBy:Name:Title:ANIMEONLINE, LTD (F/K/A THE FUNIMATIONSTORE LTD.), as Credit PartyBy:
    
    Navarre CS, LLC, its General PartnerBy:Name:Title:NAVARRE CP, LLC, as Credit PartyBy:Name:Title:




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NAVARRE CLP, LLC, as Credit PartyBy:Name:Title:NAVARRE CS, LLC, as Credit PartyBy:Name:Title:NAVARRE LOGISTICAL SERVICES, INC., as Credit PartyBy:Name:Title:NAVARRE DIGITAL SERVICES, INC., as Credit PartyBy:Name:Title:NAVARRE ONLINE FULFILLMENT SERVICES, INC., as Credit PartyBy:Name:Title:NAVARRE DISTRIBUTION SERVICES, INC., as Credit PartyBy:Name:Title:




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FUNIMATION CHANNEL, INC., as Credit PartyBy:Name:Title:




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Annex A
Closing Checklist
[to be attached]




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ANNEX J (from Annex A  Commitments definition)
to  CREDIT AGREEMENT
 Lenders: