0001193125-07-260506 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit 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”).

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit 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”).

THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • December 6th, 2007 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York

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 Lende

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 6th, 2007 • Handleman Co /Mi/ • Wholesale-durable goods, nec • New York

SECOND AMENDMENT, dated as of September 5, 2007 (this “Amendment”), to the Credit and Guaranty Agreement, dated as of April 30, 2007 (the “Credit Agreement”), 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 page thereto as “Borrowers” (such Subsidiaries, together with the Company, 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 “Guarantors”, as Guarantors (as defined therein), the Lenders (as defined therein) party thereto from time to time, 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”), as collateral agent for the Lenders (in such

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