0001193125-04-118854 Sample Contracts

A G R E E M E N T
Agreement • July 15th, 2004 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan

THIS AGREEMENT is entered into this 8th day of August, 2003, between HANDLEMAN COMPANY, a Michigan corporation (the “Company”), and THOMAS C. BRAUM, JR. (the “Executive”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit 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”).

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