HANDLEMAN COMPANY 500 Kirts Blvd. Troy, Michigan 48084

Exhibit 10.2

HANDLEMAN COMPANY
000 Xxxxx Xxxx.
Xxxx, Xxxxxxxx 00000

October 30, 0000

Xxxxxx Xxxxx Finance, LLC
Two Xxxxxxxxx Xxxxx, 0^xx Xxxxx
Xxxxxxxxx, XX 00000

Re: Termination of Revolving Commitments

Ladies and Gentlemen:

     Reference hereby is made to the Credit and Guaranty Agreement, dated as of April 30, 2007 (as amended, supplemented or otherwise modified to date, the “Credit Agreement”), by and among Xxxxxxxxx Company, a Michigan corporation (“Holdings”), Xxxxxxxxx Services Company, a Michigan corporation (“Xxxxxxxxx Services”), certain subsidiaries of Holdings identified on the signature page hereto as “Borrowers” (such Subsidiaries, together with Xxxxxxxxx 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 agent for Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent for Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent” and together with Administrative Agent, each an “Agent” and collectively the “Agents”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Credit Agreement.

     Pursuant to Section 2.12(b) of the Credit Agreement, the Borrowers hereby notify the Administrative Agent that the Borrowers are hereby exercising their right to terminate the Revolving Commitments, in whole, effective on October 31, 2008.

[signature page follows]

Very truly yours,


XXXXXXXXX CATEGORY MANAGEMENT COMPANY
 

By:  

Name:  

Title:  

XXXXXXXXX SERVICES COMPANY
 

By:  

Name:  

Title:  

XXXXXXXXX REAL ESTATE LLC
 

By:  

Name:  

Title:  

ARTIST TO MARKET DISTRIBUTION LLC
 

By:  

Name:  

Title:  

REPS, L.L.C.
 

By:  

Name:  

Title: