0000950131-03-003426 Sample Contracts

FIFTH AMENDMENT Dated as of October 17, 2002 to NOTE AGREEMENT Dated as of November 1, 1994
Note 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”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 18th, 2003 • Handleman Co /Mi/ • Wholesale-durable goods, nec

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 17, 2002 (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, as administrative agent for the Banks (in such capacity, the “Agent”), KEYBANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”) and FIRSTAR BANK, as documentation agent (in such capacity, the “Documentation Agent”).

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