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Exhibit 10.1 AMENDMENT AGREEMENT 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. WHEREAS:
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A.
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The parties entered into an Asset Purchase Agreement dated
July 25, 2008 (the " Purchase Agreement ").
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B.
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The parties wish to make certain amendments to the terms of the
Purchase Agreement as more particularly set out herein.
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WITNESSES that for good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties
covenant and agree as follows:
Unless otherwise defined herein, all capitalized words used in
this Agreement shall have the meanings ascribed thereto in the
Purchase Agreement.
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2.
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Amendments to the Purchase Agreement
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The Purchase Agreement is hereby amended by:
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(a)
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deleting Section 1.1(f) of the Purchase Agreement, and
replacing it with the following:
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"all telephone numbers, post office boxes, customer records,
vendor records, such warranties on the Equipment as exist as of the
Closing Date, all licenses, permits and other governmental
authorizations necessary or desirable for the conduct of the
Business to the extent the same are transferable, and the Seller
Parent’s Universal Product Code, being 049656 (the "
Intangibles ")."
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(b)
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adding the following as Section 3.1(e) of the Purchase
Agreement:
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The parties agree that, from and after the Closing Date, the
Transferred Employees shall be entitled to use and obtain their
unused and accrued vacation and vacation pay entitlements under
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the Seller’s vacation arrangements, determined as of the
Closing Date, and the Purchaser shall assume responsibility for all
Transferred Employee vacation and vacation pay entitlements. The
accrued liability reflected on Seller’s books and records for
this vacation and vacation pay entitlements shall be an Assumed
Liability as herein defined and taken into account in the
calculation of the Purchase Price.
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(c)
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adding the following at the end of Section 1.2 of
Exhibit 3.3 (Transition Services):
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Seller shall or shall cause an Alternate Provider to continue,
on behalf of Anderson, the participation of the Transferred
Employees in the following Benefit Plans in which they were
participating immediately prior to the Closing Date:
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Manulife — Medical, Short Term Disability, Vision
Alberta – Medical
British Columbia – Medical
Cigna – Dental
Minnesota Life – Life Insurance
Unum – Long Term Disability
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from the
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