LIMITED WAIVER AND FIFTH AMENDMENT TO FOURTH AMENDED AND
RESTATED CREDIT AGREEMENT
This LIMITED WAIVER AND FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT (this “ Amendment ”), is dated as of 5 th day of February, 2009, by NAVARRE
CORPORATION, a Minnesota corporation (“ Borrower ”), the Credit Parties signatory hereto, GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent (the “ Agent ”) for itself and the
Lenders under and as defined in the Credit Agreement (as hereinafter defined), and the Lenders. Unless
otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by
the Credit Agreement.
WHEREAS, the Borrower, the Credit Parties, the Agent and the Lenders have entered into that certain
Fourth Amended and Restated Credit Agreement, dated as of March 22, 2007 (as amended, supplemented,
restated or otherwise modified from time to time, the “ Credit Agreement ”); and
WHEREAS, the Borrower, the Credit Parties, the Agent and the Lenders have agreed to waive and amend
certain provisions of the Credit Agreement as herein set forth.
NOW THEREFORE, in consideration of the foregoing recital, mutual agreements contained herein and for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower,
the Credit Parties, the Agent, and the Lenders hereby agree as follows:
SECTION 1. Amendments . Subject to the satisfaction of each of the conditions to effectiveness set forth in
Section 3 hereof, the Credit Agreement is hereby amended as follows:
(a) The last sentence of Section 1.1(a) of the Credit Agreement is hereby deleted.
(b) Section 1.5(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the Loans
being made by each Lender, in arrears on each applicable Interest Paym