Exhibit A HANDLEMAN COMPANY AND CERTAIN BORROWING SUBSIDIARIES CREDIT AGREEMENT dated as of August 8, 2001 THE BANKS NAMED HEREIN STANDARD FEDERAL BANK, as Agent KEYBANK NATIONAL ASSOCIATION, as Syndication AgentCredit Agreement • July 18th, 2002 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan
RECITALS --------Credit Agreement • July 28th, 1999 • Handleman Co /Mi/ • Wholesale-durable goods, nec
Exhibit 99.A Handleman Company First Amendment Dated as of September 4, 1998Handleman Co /Mi/ • July 28th, 1999 • Wholesale-durable goods, nec
Exhibit 99.A HANDLEMAN COMPANY AND CERTAIN BORROWING SUBSIDIARIES CREDIT AGREEMENT dated as of September 3, 1997 THE BANKS NAMED HEREINCredit Agreement • July 29th, 1998 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan
RECITALS --------Agreement • July 29th, 1998 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan
RECITALSRegistration Rights Agreement • July 30th, 1998 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan
RECITALS --------Agreement • July 29th, 1997 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan
RECITALSAgreement • July 29th, 1997 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan
CREDIT AND GUARANTY AGREEMENT dated as of April 30, 2007 among HANDLEMAN COMPANY AND CERTAIN OF ITS SUBSIDIARIES, as Guarantors, HANDLEMAN ENTERTAINMENT RESOURCES L.L.C. and CERTAIN OTHER DOMESTIC SUBSIDIARIES OF HANDLEMAN COMPANY, as Borrowers,...Credit and Guaranty Agreement • May 1st, 2007 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of April 30, 2007, is entered into by and among HANDLEMAN COMPANY, a Michigan corporation (“Holdings”), HANDLEMAN ENTERTAINMENT RESOURCES L.L.C., a Michigan limited liability company (“Company”), CERTAIN DOMESTIC SUBSIDIARIES OF HOLDINGS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS “BORROWERS” (such Subsidiaries, together with the Company, are referred to individually as a “Borrower” and collectively, jointly and severally, as “Borrowers”), and CERTAIN SUBSIDIARIES OF HOLDINGS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS “GUARANTORS”, as Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) party hereto from time to time, SILVER POINT FINANCE, LLC (“Silver Point”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”), as collateral agent for the Lenders (in such capacity, “Collateral Agent”) and as co-lead arranger (in such capacity, a “Co-Lead Arranger”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 6th, 2007 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 5, 2007 (this “Amendment”), 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 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”).
AGREEMENTAgreement • September 8th, 2005 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan
THIS AGREEMENT is entered into this 6th day of September, 2005, between HANDLEMAN COMPANY, a Michigan corporation (the “Company”), and RONNIE WAYNE LUND (the “Executive”).
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 30th, 2008 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York
NINTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 24, 2008 (this “Amendment”) 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 (as defined below) party hereto, and General Electric Capital Corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 6th, 2007 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of November 30, 2007 (this “Amendment”), to the Credit 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 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”).
AMENDMENT AGREEMENTAmendment Agreement • September 3rd, 2008 • Handleman Co /Mi/ • Wholesale-durable goods, nec
THIS AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of this 29th day of August, 2008 by and between Handleman Company of Canada Limited (“Seller”), an Ontario corporation, with offices at Unit #1 60 Leek Crescent, Richmond Hill, Ontario, Canada, L4B 1H1; Handleman Company, a Michigan corporation (“Seller Parent”), with offices at 500 Kirts Boulevard, Troy, MI 48084 which indirectly owns all of the issued and outstanding capital stock of Seller; Anderson Merchandisers—Canada, Inc., a Delaware corporation (“Purchaser”), with offices at 421 S.E. 34th Avenue, Amarillo, TX 79103, and Anderson Merchandisers, L.P., a Texas limited partnership (“Merchandisers”), with offices at 421 S.E. 34th Avenue, Amarillo, TX 79103, an affiliate of Purchaser.
November 26, 2007 Board of Directors Handleman Company 500 Kirts Boulevard Troy, MI 48084-5225 Re: Management Services Agreement Ladies and Gentlemen:Handleman Co /Mi/ • November 30th, 2007 • Wholesale-durable goods, nec • Michigan
This letter, together with the attached Schedules, Exhibit and General Terms and Conditions, sets forth the agreement (“Agreement”) between AP Services, LLC, a Michigan limited liability company (“APS”), and Handleman Company (the “Company” or “Handleman”), for the engagement of APS to provide certain temporary employees to the Company to assist it in its management and operations as described below.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 9th, 2004 • Handleman Co /Mi/ • Wholesale-durable goods, nec
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of July 30, 2004 (as amended or modified from time to time, this “Amendment”), is by and among HANDLEMAN COMPANY, a Michigan corporation (the “Company”), each of the Subsidiaries of the Company designated in Section 1.1 as a Borrowing Subsidiary (individually, a “Borrowing Subsidiary” and, collectively, the “Borrowing Subsidiaries”) (the Company and the Borrowing Subsidiaries may each be referred to as a “Borrower” and, collectively, as the “Borrowers”), the lenders party hereto from time to time, (the “Banks” and individually, a “Bank”), STANDARD FEDERAL BANK N.A., as administrative agent for the Banks (in such capacity, the “Agent”), KEYBANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”) and US BANK, N.A., as documentation agent (in such capacity, the “Documentation Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 15th, 2004 • Handleman Co /Mi/ • Wholesale-durable goods, nec
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 18, 2003 (as amended or modified from time to time, this “Amendment”), is by and among HANDLEMAN COMPANY, a Michigan corporation (the “Company”), each of the Subsidiaries of the Company designated in Section 1.1 as a Borrowing Subsidiary (individually, a “Borrowing Subsidiary” and, collectively, the “Borrowing Subsidiaries”) (the Company and the Borrowing Subsidiaries may each be referred to as a “Borrower” and, collectively, as the “Borrowers”), the lenders party hereto from time to time, (the “Banks” and individually, a “Bank”), STANDARD FEDERAL BANK N.A., as administrative agent for the Banks (in such capacity, the “Agent”), KEYBANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”) and US BANK, N.A., formerly Firstar Bank, as documentation agent (in such capacity, the “Documentation Agent”).
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • August 22nd, 2008 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan
The term “DH Parties” shall mean David Handleman, for himself and all his heirs, successors, assigns, including but not limited to his Estate and any of his Trusts as well as anyone claiming any rights under the Advisory Agreement dated August 16, 1989 (a copy of which is attached as Exhibit A), and each of them.
August 1, 2008 Handleman Company 500 Kirts Blvd. Troy, Michigan 48084 Attn: Chief Executive Officer Handleman Company 500 Kirts Blvd. Troy, Michigan 48084 Attn: Chief Financial Officer Re: Payoff Letter Ladies and Gentlemen:Handleman Co /Mi/ • August 6th, 2008 • Wholesale-durable goods, nec • New York
Reference is made to (i) that certain Credit Agreement, dated as of April 30, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Credit Agreement), among Handleman Company, a Michigan corporation (“Holdings”), Handleman Services Company, a Michigan corporation (“Administrative Borrower”), the other Subsidiaries of Holding identified on the signature pages thereto as “Borrowers” (such Subsidiaries, together with Handleman Services, each referred to individually as a “Borrower” and, collectively, as “Borrowers”), the other Credit Parties signatory thereto, General Electric Capital Corporation, for itself, as Lender, and as Agent for Lenders (in such capacity, “Agent”), and the other Lenders signatory thereto from time to time, and (ii) the other Loan Documents (as defined in the Credit Agreement) and all guaranties, security agr
HANDLEMAN COMPANY 500 Kirts Blvd. Troy, Michigan 48084Handleman Co /Mi/ • November 4th, 2008 • Wholesale-durable goods, nec
Reference hereby is made to the Credit and Guaranty Agreement, dated as of April 30, 2007 (as amended, supplemented or otherwise modified to date, 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 i
Handleman Company Form of Handleman Company Key Employee Retention Program AgreementEmployee Retention Program Agreement • June 29th, 2007 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan
SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • June 2nd, 2008 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York
SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of May 30, 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 administrati
HANDLEMAN COMPANY RESTRICTED STOCK AGREEMENT LONG TERM PERFORMANCE INCENTIVE GRANTRestricted Stock Agreement • June 30th, 2005 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan
WHEREAS, Handleman Company (together with its subsidiaries and affiliates, including joint ventures, referred to herein as the “Company”) wishes to grant you, and you wish to receive, certain shares of the common stock of the Company (“Restricted Stock”), subject to restrictions on transfer and subject to forfeiture under certain conditions, in accordance with the Handleman Company 2001 Stock Option and Incentive Plan, as amended (herein referred to as the “Plan”), the Plan being incorporated herein by reference; and
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 30th, 2008 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Ontario
This Asset Purchase Agreement (this “Agreement”) is made effective as of July , 2008 (the “Effective Date”) by and between Handleman Company of Canada Limited (“Seller” or “HDL-CND”), an Ontario corporation, with offices at Unit #1 60 Leek Crescent, Richmond Hill, Ontario, Canada, L4B 1H1; Handleman Company, a Michigan corporation (“HDL” or “Seller Parent”), with offices at 500 Kirts Boulevard, Troy, MI 48084 which indirectly owns all of the issued and outstanding capital stock of Seller; Anderson Merchandisers—Canada, Inc., a Delaware corporation (“Purchaser”), with offices at 421 S.E. 34th Avenue, Amarillo, TX 79103, and Anderson Merchandisers, L.P., a Texas limited partnership (“Merchandisers”), with offices at 421 S.E. 34th Avenue, Amarillo, TX 79103, an affiliate of Purchaser.
WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 31st, 2007 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York
WAIVER AND FIRST AMENDMENT, dated as of June 28, 2007 (this “Amendment”), to the Credit 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 thereto 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 thereto as “Credit Parties”, as Credit Parties (as defined therein), the Lenders (as defined therein) party thereto from time to time, 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”).
CONSULTING AGREEMENTConsulting Agreement • November 30th, 2007 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of November 27, 2007, is entered into by and between Handleman Company, a Michigan corporation (the “Company”) and Stephen Strome (the “Consultant”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 25th, 2008 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York
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”).
PERFORMANCE SHARE AND PERFORMANCE UNIT GRANT AGREEMENTPerformance Share and Performance Unit Grant Agreement • June 30th, 2005 • Handleman Co /Mi/ • Wholesale-durable goods, nec
Pursuant to Handleman Company’s 2004 Stock Plan (the “Plan”) and in consideration for the covenants as stated in Paragraph E of this Performance Share and Performance Unit Agreement (“Agreement”), Handleman Company (the “Corporation”) hereby grants you the right to receive shares (“shares”) of the Corporation’s common stock as well as cash-based performance units (“units”) upon the terms of this Agreement and the Plan, which may be amended from time to time, is made a part of and incorporated by reference into this Agreement and is available upon request.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 11th, 2005 • Handleman Co /Mi/ • Wholesale-durable goods, nec
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 10, 2005 (as amended or modified from time to time, this “Amendment”), is by and among HANDLEMAN COMPANY, a Michigan corporation (the “Company”), each of the Subsidiaries of the Company designated in Section 1.1 as a Borrowing Subsidiary (individually, a “Borrowing Subsidiary” and, collectively, the “Borrowing Subsidiaries”) (the Company and the Borrowing Subsidiaries may each be referred to as a “Borrower” and, collectively, as the “Borrowers”), the lenders party hereto from time to time, (the “Banks” and individually, a “Bank”), STANDARD FEDERAL BANK N.A., as administrative agent for the Banks (in such capacity, the “Agent”), KEYBANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”) and US BANK, N.A., as documentation agent (in such capacity, the “Documentation Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 1st, 2007 • Handleman Co /Mi/ • Wholesale-durable goods, nec
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 26, 2007 (this “Amendment”), is among HANDLEMAN COMPANY, a Michigan corporation (the “Company”), each of the Subsidiaries of the Company designated as a Borrowing Subsidiary (individually, a “Borrowing Subsidiary” and, collectively, the “Borrowing Subsidiaries”) (the Company and the Borrowing Subsidiaries may each be referred to as a “Borrower” and, collectively, as the “Borrowers”), the lenders party hereto (the “Banks” and individually, a “Bank”), LASALLE BANK MIDWEST NATIONAL ASSOCIATION, as administrative agent for the Banks (in such capacity, the “Agent”), KEYBANK NATIONAL ASSOCIATION, as a co-syndication agent (in such capacity, a “Co-Syndication Agent”), COMERICA BANK, as co-syndication agent (in such capacity, a “Co-Syndication Agent”), US BANK, N.A., as a co-syndication agent (in such capacity, a “Co-Syndication Agent”) and NATIONAL CITY BANK OF THE MIDWEST, as documentation agent (in such capa
FIFTH AMENDMENT Dated as of October 17, 2002 to NOTE AGREEMENT Dated as of November 1, 1994Note Agreement • August 18th, 2003 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York
THIS FIFTH AMENDMENT dated as of October 17, 2002 (this “Fifth Amendment”) to the Note Agreement dated as of November 1, 1994 is between HANDLEMAN COMPANY, a Michigan corporation (the “Company”), and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (the “Noteholder”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 8th, 2005 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Delaware
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (“Amendment”) is made as of November 22, 2005 among HANDLEMAN COMPANY, a Michigan corporation (“Buyer”), and THE SHAREHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS OF CRAVE ENTERTAINMENT GROUP, INC., a California corporation (such California corporation being defined in this Amendment as the “Company”), WHOSE NAMES APPEAR ON THE SIGNATURE PAGES OF THIS AMENDMENT (individually, a “Shareholder”, and collectively, the “Shareholders”). Capitalized terms used in this Amendment, but not defined in this Amendment, have the meanings given them in the Securities Purchase Agreement, dated as of October 18, 2005, among Buyer and the Shareholders (the “Agreement”).
ELEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • September 18th, 2008 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York
ELEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of September 17, 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 admin
DATED September 16, 2008 HANDLEMAN UK LIMITED and HANDLEMAN COMPANY INC as Sellers and OAKWOOD DISTRIBUTION LIMITED as Buyer ASSET PURCHASE AGREEMENT for the purchase of part of the business of Handleman UK Limited and certain related assetsAsset Purchase Agreement • September 18th, 2008 • Handleman Co /Mi/ • Wholesale-durable goods, nec
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 2nd, 2006 • Handleman Co /Mi/ • Wholesale-durable goods, nec
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 27, 2006 (this “Amendment”), is among HANDLEMAN COMPANY, a Michigan corporation (the “Company”), each of the Subsidiaries of the Company designated as a Borrowing Subsidiary (individually, a “Borrowing Subsidiary” and, collectively, the “Borrowing Subsidiaries”) (the Company and the Borrowing Subsidiaries may each be referred to as a “Borrower” and, collectively, as the “Borrowers”), the lenders party hereto (the “Banks” and individually, a “Bank”), LASALLE BANK MIDWEST NATIONAL ASSOCIATION, as administrative agent for the Banks (in such capacity, the “Agent”), KEYBANK NATIONAL ASSOCIATION, as a co-syndication agent (in such capacity, a “Co-Syndication Agent”), COMERICA BANK, as co-syndication agent (in such capacity, a “Co-Syndication Agent”), US BANK, N.A., as a co-syndication agent (in such capacity, a “Co-Syndication Agent”) and NATIONAL CITY BANK OF THE MIDWEST, as documentation agent (in such capa
