0000950137-08-007463 Sample Contracts

SIXTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • May 15th, 2008 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York

This SIXTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER, dated as of May ___, 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”).

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SIXTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • May 15th, 2008 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York

SIXTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of May 14, 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 administrative

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