Third Amendment to Credit Agreement dated November 30, 2007



 EXHIBIT 10.4 
 THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT 
 This THIRD AMENDMENT TO CREDIT AND GUARANTY
AGREEMENT, dated as of November 30, 2007 (this “Amendment”), to the Credit and Guaranty Agreement, dated as of April 30, 2007, by and among Handleman Company, a Michigan corporation (“Holdings”), Handleman
Entertainment Resources L.L.C., a Michigan limited liability company (“Handleman Entertainment”), the other subsidiaries of Holdings identified on the signature page hereto as “Borrowers” (such Subsidiaries, together with
Handleman Entertainment, 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 Silver Point Finance, LLC (“Silver Point”), as administrative agent for the Lenders (in
such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the
“Collateral Agent” and together with the Administrative Agent, each an “Agent” and collectively the “Agents”). 
 WHEREAS, Holdings, Borrowers, Credit Parties, Lenders and Agents are parties to that certain Credit and Guaranty 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, Handleman Entertainment, in its capacity as Borrower Representative, has advised the Agents that (i) Borrower Representative desires to convert its legal status from a Michigan limited liability company to a Michigan
corporation, (ii) Borrowers desire to amend Section 6.6(a) of the Credit Agreement with respect to permitted Canadian and United Kingdom Investments and (iii) certain Events of Default have occurred under (a) Section 8.1(c)
of the Credit Agreement due to the aggregate Cash and Cash Equivalents of Holdings and its Subsidiaries exceeding the amount specified in Section 6.6(a)(iv) of the Credit Agreement on both July 23, 2007 and August 1, 2007 and
(b) Section 5.1(r) of the Credit Agreement due to the failure of Borrowers to deliver to Administrative Agent and Lenders, within 15 days of the filing, each provincial income and corporate tax return of each Canadian Credit Party (each
such Event of Default, the “Specified Events of Default”) 
 WHEREAS, at the request of the Credit Parties, the Agents 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. Amendments to Credit Agreement. 
 (a) Section 6.6(a) of the Credit Agreement is hereby amended and modified by deleting subsections (iv) and (v) in their
entirety and inserting in lieu thereof the following: 
 “(iv) maintained in Canada, whether or not in Blocked Accounts, but excluding
any Blocked Cash, will not exceed (A) from May 17, 2007 until January 10, 2008, $2,500,000 plus an amount sufficient to fund any checks written on such Canadian Blocked Accounts that have not yet cleared, and (B) on and after
January 10, 2008, $2,500,000, and (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 January 10, 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 January 10, 2008, $5,000,000;” 
 (b) Section 1.1 of the Credit Agreement is hereby modified and amended by deleting the definition of “Company” in
its entirety and inserting in lieu thereof the following: 
 “‘Company’ means (i) prior to the merger between
Handleman Entertainment Resources L.L.C. and Handleman Services Company, Handleman Entertainment Resources L.L.C., and (ii) thereafter, Handleman Services Company, a Michigan corporation.” 
 3. Waiver. At the request of the Credit Parties, effective upon the date hereof, the Agents and the Lenders hereby waive the Specified Events of
Default. The waiver set forth herein shall be effective only in this specific instance and for the specific purpose set forth herein, and does not allow for any other or further departure from the terms and conditions of the Credit Agreement
including, without limitation, any further violation of Section 6.6(a) or Section 5.1(r) of the Credit Agreement, as amended hereby. 
 4. 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) The Administrative Agent shall have received counterparts of this Amendment that bear the signatures of each of the Credit Parties,
the Agents and the Lenders. 
  

 2 








 (c) The Administrative Agent shall have received counterparts of the Joinder to the
Credit Agreement executed by Handleman Services, Handleman Company and the Administrative Agent, along with all schedules to such joinder. 
 (d) The Administrative Agent shall have received counterparts of the Supplement to U.S. Security Agreement, along with all exhibits to such supplement. 
 (e) The Collateral Agent shall have received evidence satisfactory to Collateral Agent that (for the benefit of itself and the Lenders)
Collateral Agent has a valid and perfected first priority security interest in the Collateral, including, without limitation, such documents duly executed by Handleman Services as Collateral Agent may request in order to perfect its security
interest in the Collateral. 
 (f) The Collateral Agent shall have received counterparts of the Supplement to the U.S. Pledge
Agreement executed by Handleman Company, along with the original stock certificate of Handleman Services representing 100% of the outstanding Equity Interests of Handleman Services with an accompanying stock power executed in blank. 
 (g) The Administrative Agent shall have received counterparts of the Loan Certificate of Handleman Services, along with all exhibits to
such certificate. 
 (h) The Administrative Agent shall have received a copy of an amendment (or similar agreement), in form
and substance reasonably satisfactory to the Agents, duly executed by the Credit Parties, the Working Capital Agent, and the Working Capital Lenders amending the corresponding provisions of the Working Capital Agreement. 
 5. Conditions Subsequent. Notwithstanding any other provision of this Amendment or the Credit Agreement, it is understood and agreed that Credit
Parties shall deliver the following items and Credit Parties hereby acknowledge that the failure to deliver such items on or before the date set forth herein shall constitute an immediate Event of Default: 
 (a) Within 30 days from the date hereof, the Administrative Agent shall receive an insurance certificate evidencing either (i) the
addition of Handleman Services to the existing insurance policy or (ii) a newly issued policy for Handleman Services, along with an endorsement naming the Collateral Agent as an additional insured and loss payee under such policy. 

(b) Within 30 days from the date hereof, the Administrative Agent shall have receive amendments to the existing control agreements to
which Handleman Resources is a party amending the name on such accounts to Handleman Services. 
 (c) Within 45 days from the
date hereof, the Administrative Agent shall receive good standing certificates for Handleman Services from all jurisdictions in which Handleman Services is authorized to conduct business. 
  

 3 








 6. Credit Parties’ Representations and Warranties. Each Credit Party represents and warrants
to the Agents 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 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 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 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). 
 7. Continued Effectiveness of Credit Agreement. Each
Credit Party hereby (a) confirms and agrees that 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 (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 Credit Document purports to assign or pledge
to the Collateral Agent, for the ratable benefit of the Lenders, or to grant to the Collateral 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 Credit 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 

  

 4 








 
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. 
 8. 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 Agents 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 Agents and the 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. 
 [remainder of this page intentionally left blank] 
  

 5 








 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 ENTERTAINMENT RESOURCES L.L.C.
		
	By:	 	 
		 	Name:
		 	 Title:

	
	HANDLEMAN REAL ESTATE LLC
		
	By:	 	 
		 	Name:
		 	 Title:

	
	ARTIST TO MARKET DISTRIBUTION LLC
		
	By:	 	 
		 	Name:
		 	 Title:

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

	
	HANDLEMAN SERVICES COMPANY
		
	By:	 	 
		 	Name:
		 	 Title:



  

 THIRD AMENDMENT TO CREDIT AND
GUARANTY 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:



  

 THIRD AMENDMENT TO CREDIT AND
GUARANTY AGREEMENT 









			
	 SVG DISTRIBUTION, INC.

		
	By:	 	 
		 	Name:
		 	 Title:

	
	CRAVE ENTERTAINMENT, INC.
		
	By:	 	 
		 	Name:
		 	 Title:



  

 THIRD AMENDMENT TO CREDIT AND
GUARANTY AGREEMENT 









			
	ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
	
	SILVER POINT FINANCE, LLC,
	as Administrative Agent and Collateral Agent
		
	By:	 	 
		 	Name:
		 	 Title:



  

 THIRD AMENDMENT TO CREDIT AND
GUARANTY AGREEMENT 









			
	LENDERS:
	
	SPF CDO I, LTD.
		
	By:	 	 
		 	Name:
		 	 Title:

	
	GRAND CENTRAL ASSET TRUST, SIL SERIES
		
	By:	 	 
		 	Name:
		 	 Title:

	
	THERMOPYLAE FUNDING CORP.
		
	By:	 	 
		 	Name:
		 	 Title:

	
	FIELD POINT I, LTD.
		
	By:	 	 
		 	Name:
		 	 Title:

	
	FIELD POINT III, LTD.
		
	By:	 	 
		 	Name:
		 	 Title:



  

 THIRD AMENDMENT TO CREDIT AND
GUARANTY AGREEMENT