EXHIBIT
10(jj)
Handleman UK Limited
27 Leacroft Road
Birchwood
Warrington WA3 6PJ
For the attention of: Martin McCormick, Finance
Director
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Department
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Credit
Administration
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Reference:
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M.Taplin/Handleman.
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Fax: + 44 20 7678 8604
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Phone:
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+ 44 20 7678 5233
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Date: 24
November, 2003
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Dear Sirs,
We write to advise you that we ABN AMRO Bank
N.V., London Branch, (the “Bank”, which expression
shall include its successors and assigns), are prepared to make
available to Handleman UK Limited (the “Borrower”), an
uncommitted facility (the “Facility”) in a total
principal amount of up to GBP12,000,000 (twelve million pounds
sterling) subject to the terms and conditions set out
below.
Utilisation of the Facility may be by way
of:
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(a)
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Money market
advances in sterling (“Advances”) for periods of up to
3 (three) months, interest rates to be agree upon utilisation;
and/or
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(b)
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Overdraft on
the Borrower’s current account in sterling.
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The Facility is to be utilised by the Borrower
for its general working capital purposes.
Overdrafts shall carry interest payable monthly
in arrears at the rate of 1.5% (one point five per cent) per annum
above the Bank’s Base Rate (as determined by the Bank from
time to time) and such interest shall be debited to the
Borrower’s current account at the end of each
month.
The Facility will be available for utilisation
when the Bank has received the following documents in form and
substance satisfactory to it:-
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a)
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the enclosed
duplicate of this letter with the Memorandum of Acceptance thereon
duly signed on the Borrower’s behalf; and
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b)
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a certified
copy of a resolution of the Borrower’s Board of Directors
approving the Facility and authorising a person or persons to (i)
sign the Memorandum of Acceptance and any other documents required
hereunder and; (ii) operate the Facility; and
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c)
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authenticated
specimen signatures of the person(s) specified in the above
mentioned board resolution; and
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d)
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copies,
certified as true and up to date by the Secretary of the Borrower,
of the Borrower’s Memorandum and Articles of Association and
Certificate of Incorporation; and
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e)
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a duly
completed bank m
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