SECURITY AGREEMENTSecurity Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc.
THIS AGREEMENT (the “Security Agreement”) made as of December 20, 2018 by and between QUALITY GOLD, INC., an Ohio corporation with a place of business at 500 Quality Boulevard, Fairfield, Ohio 45014 (“Quality Gold”) and MTM, INC., a Delaware corporation with a place of business at 115 West 30th Street, New York, New York 10001-4010 (“MTM”) (Quality Gold and MTM are hereinafter sometimes collectively referred to herein as the “Debtors” and individually as a “Debtor”); and HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States with offices located at 452 Fifth Avenue, New York, New York 10018 (the “Secured Party”).
GUARANTY AGREEMENTGuaranty Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc.
THIS GUARANTY AGREEMENT, dated as of February 24, 2021 by GOLD LIMITED LIABILITY COMPANY, a California limited liability company; GOLD/GOLD/GOLD, INC., a California corporation; LOGOART LLC, a Kentucky limited liability company; QGM, LLC, an Ohio limited liability company; QG REFINING, LLC, an Ohio limited liability company; J&M GROUP HOLDINGS, INC., a Delaware corporation, and J&M GROUP HOLDINGS ITALY, LLC, an Ohio corporation (together, the “Guarantors”) in favor of BANK OF MONTREAL, a Canadian chartered bank with offices located at First Canadian Place, 100 King Street West, 20th Floor, Toronto, ON M5X 1A1 (the “Lender”).
SECURITY AGREEMENTSecurity Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc.
THIS AGREEMENT (the “Security Agreement”) made as of February 24, 2021 by and between GOLD LIMITED LIABILITY COMPANY, a California limited liability company; GOLD/GOLD/GOLD, INC., a California corporation; LOGOART LLC, a Kentucky limited liability company; QGM, LLC, an Ohio limited liability company; QG REFINING, LLC, an Ohio limited liability company; J&M GROUP HOLDINGS, INC., a Delaware corporation, and J&M GROUP HOLDINGS ITALY, LLC, an Ohio corporation (together, the “Debtors” and individually a “Debtor”); and BANK OF MONTREAL, a Canadian chartered bank with offices located at First Canadian Place, 100 King Street West, 20th Floor, Toronto, ON M5X 1A1 (the “Secured Party”).
THIRD AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENTThird Amendment and Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc.
This THIRD AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENT (this “Amendment”), dated as of February 24, 2021, is entered into by and among HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States with offices located at 452 Fifth Avenue, New York, New York 10018 (“HSBC”), QUALITY GOLD, INC., an Ohio corporation with a place of business at 500 Quality Boulevard, Fairfield, Ohio 45014 (“Quality Gold”), and MTM, INC., a Delaware corporation with a place of business at 115 West 30th Street, New York, New York 10001-4010 (“MTM” and, together with Quality Gold, collectively, the “Companies” and each, individually, a “Company”).
AMENDMENT NO. 2 TO LOAN DOCUMENTSQuality Gold Holdings, Inc. • December 23rd, 2022
Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”, and each individually, a “Borrower”), and PNC Bank, National Association (“Lender”) agree as follows effective as of September 29, 2020 (the “Effective Date”):
JOINDER AND AMENDMENT NO. 4 TO LOAN DOCUMENTSQuality Gold Holdings, Inc. • December 23rd, 2022
Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”, and each individually, a “Borrower”), L & L Group Holdings, LLC, an Ohio limited liability company (“New Guarantor”) and PNC Bank, National Association (“Lender”) agree as follows effective as of October 19, 2021 (the “Effective Date”):
JOINDER, WAIVER AND AMENDMENT NO. 1 TO MASTER BULLION CONSIGNMENT AGREEMENTMaster Bullion Consignment Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc. • New York
THIS AMENDMENT NO. 1 TO MASTER BULLION CONSIGNMENT AGREEMENT, dated as of October 19, 2021 (this “Amendment”), is entered into among QUALITY GOLD, INC., a corporation established under the laws of the State of Ohio (“QGI”), and MTM, INC., a corporation established under the laws of the State of Delaware (“MTM”, and together with QG, the “Counterparty”), BANK OF MONTREAL (“BMO”) and L&L GROUP HOLDINGS, LLC, an Ohio limited liability company (“New Guarantor”).
AMENDMENT NO. 1 TO LOAN DOCUMENTSQuality Gold Holdings, Inc. • December 23rd, 2022
Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”, and each individually, a “Borrower”), and PNC Bank, National Association (“Lender”) agree as follows effective as of October 1, 2019 (the “Effective Date”):
CONSIGNMENT AGREEMENTConsignment Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc. • New York
CONSIGNMENT AGREEMENT, dated as of December 20, 2018 (“Agreement”), by and between HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States with offices located at 452 Fifth Avenue, New York, New York 10018 (“HSBC”), and QUALITY GOLD, INC., an Ohio corporation with a place of business at 500 Quality Boulevard, Fairfield, Ohio 45014 (“Quality Gold”) and MTM, INC., a Delaware corporation with a place of business at 115 West 30th Street, New York, New York 10001-4010 (“MTM”) (Quality Gold and MTM are hereinafter sometimes collectively referred to herein as the “Companies” and individually as a “Company”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc. • New York
THIS AGREEMENT made this 20th day of December, 2018, by and between HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States with offices located at 452 Fifth Avenue, New York, New York 10018 (“HSBC”), and QUALITY GOLD, INC., an Ohio corporation with a place of business at 500 Quality Boulevard, Fairfield, Ohio 45014 (“Quality Gold”) and MTM, INC., a Delaware corporation with a place of business at 115 West 30th Street, New York, New York 10001-4010 (“MTM”) (Quality Gold and MTM are hereinafter sometimes collectively referred to herein as the “Sellers” and, singly, as a “Seller”).
GUARANTYQuality Gold Holdings, Inc. • December 23rd, 2022 • Ohio
In consideration of and as an inducement to the financial accommodations made or to be made by PNC Bank, National Association (“Lender”) to Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, and each Person joined to the Credit Agreement described below as a borrower from time to time, individually and collectively, “Borrower”), under the Revolving Credit, Term Loan and Security Agreement of even date herewith by and between Lender and Borrower (as amended, restated, supplemented, or modified from time to time, the “Credit Agreement”), and for other good and valuable consideration the receipt of which is acknowledged, Gold/Gold/Gold, Inc., a California corporation (“GGG”), QGM, LLC, an Ohio limited liability company (“QGM”), QG Refining, LLC, an Ohio limited liability company (“QGR”),
MASTER BULLION CONSIGNMENT AGREEMENTMaster Bullion Consignment Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc. • New York
THIS MASTER BULLION CONSIGNMENT AGREEMENT dated as of February 24, 2021 (this “Agreement”), is made by and between BANK OF MONTREAL, a Canadian chartered bank (“BMO”), QUALITY GOLD, INC., a corporation established under the laws of the State of Ohio, and MTM, INC., a corporation established under the laws of the State of Delaware (together, on a joint and several basis, or individually, as the context may require, the “Counterparty”), pursuant to which BMO will be prepared, from time to time, solely on an uncommitted basis, to consign Bullion (as defined below) to Counterparty, subject to availability and to the terms and conditions outlined herein and further subject to BMO’s absolute discretion not to enter into such transactions if it so decides.
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER) WITH QUALITY GOLD, INC. MTM, INC. GOLD LIMITED LIABILITY COMPANY AND LOGOART LLC (BORROWERS) Dated as of December 20, 2018Security Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc. • Ohio
Revolving Credit, Term Loan, and Security Agreement dated as of December 20, 2018 among Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each individually, a “Borrower”), and PNC Bank, National Association, as lender (“Lender”).
REVOLVING CREDIT NOTEQuality Gold Holdings, Inc. • December 23rd, 2022
This Revolving Credit Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan, and Security Agreement dated as of the date hereof (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) by and among Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, and each Person joined to the Credit Agreement as a borrower from time to time, individually and collectively, “Borrower”), and PNC Bank, National Association (“Lender”). Capitalized terms not defined herein shall have the meanings provided in the Credit Agreement.
AMENDMENT NO. 3 TO LOAN DOCUMENTSQuality Gold Holdings, Inc. • December 23rd, 2022
Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”, and each individually, a “Borrower”). and PNC Bank, National Association (“Lender”) agree as follows effective as of February 24, 2021 (the “Effective Date”):
SECURITY AGREEMENTSecurity Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc. • Ohio
Pursuant to the terms of the Guaranty by Gold/Gold/Gold, Inc., a California corporation (“GGG”), QGM, LLC, an Ohio limited liability company (“QGM”), QG Refining, LLC, an Ohio limited liability company (“QGR”), J&M Group Holdings Inc., a Delaware corporation (“JM Holdings”), and J&M Group Holdings Italy, LLC, an Ohio limited liability company (“JM Italy”) (GGG, QGM, QGR, JM Holdings, and JM Italy, each, individually and collectively, “Guarantor”) in favor of PNC Bank, National Association ("Lender") of even date herewith (as amended, restated or modified from time to time, the “Guaranty”), and in consideration of and as an inducement to the financial accommodations made or to be made by Lender to Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, and each Person joined to the Credit Ag
JOINDER AND FIFTH AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENTJoinder and Fifth Amendment and Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc.
This JOINDER AND FIFTH AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENT (this “Amendment”), dated as of December 30, 2021, is entered into by and among HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States with offices located at 452 Fifth Avenue, New York, New York 10018 (“HSBC”), QUALITY GOLD, INC., an Ohio corporation with a place of business at 500 Quality Boulevard, Fairfield, Ohio 45014 (“Quality Gold”), MTM, INC., a Delaware corporation with a place of business at 115 West 30th Street, New York, New York 10001-4010 (“MTM” and, together with Quality Gold, collectively, the “Companies” and each, individually, a “Company”); and L & L Group Holdings, LLC, an Ohio limited liability company (the “New Guarantor”).
TERM NOTE AQuality Gold Holdings, Inc. • December 23rd, 2022
This Term Note A (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan, and Security Agreement dated as of the date hereof (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) by and among Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, and each Person joined to the Credit Agreement as a borrower from time to time, individually and collectively, “Borrower”), and PNC Bank, National Association (“Lender”). Capitalized terms not defined herein shall have the meanings provided in the Credit Agreement.
WAIVER AND FOURTH AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENTWaiver and Fourth Amendment and Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc.
This WAIVER AND FOURTH AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENT (this “Amendment’), dated as of October 19, 2021, is entered into by and among HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States with offices located at 452 Fifth Avenue, New York, New York 10018 (“HSBC”), QUALITY GOLD, INC., an Ohio corporation with a place of business at 500 Quality Boulevard, Fairfield, Ohio 45014 (“Quality Gold”), and MTM, INC., a Delaware corporation with a place of business at 115 West 30th Street, New York, New York 10001-4010 (“MTM” and, together with Quality Gold, collectively, the “Companies” and each, individually, a “Company”).
AMENDMENT NO. 9 TO LOAN DOCUMENTSQuality Gold Holdings, Inc. • April 27th, 2023 • Wholesale-jewelry, watches, precious stones & metals
Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”, and each individually, a “Borrower”), and PNC Bank, National Association (“Lender”) agree as follows effective as of March 17, 2023 (the “Effective Date”):
AMENDMENT NO. 7 TO LOAN DOCUMENTSQuality Gold Holdings, Inc. • December 23rd, 2022
Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”, and each individually, a “Borrower”), and PNC Bank, National Association (“Lender”) agree as follows effective as of September 29, 2022 (the “Effective Date”):
INTERCOMPANY MASTER LEASE AGREEMENT between QGC Landholdings, LLC, an Ohio limited liability company Landlord and Quality Gold, Inc., an Ohio corporation Tenant Effective Date: April 1, 2022 TABLE OF CONTENTIntercompany Master Lease Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc. • Ohio
Unless the context otherwise requires, capitalized terms used in this Lease shall have the meanings specified as follows:
AMENDMENT NO. 8 TO LOAN DOCUMENTSLoan Documents • April 27th, 2023 • Quality Gold Holdings, Inc. • Wholesale-jewelry, watches, precious stones & metals
Quality Gold, Inc., an Ohio corporation (“OGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”, and each individually, a “Borrower”), and PNC Bank, National Association (“Lender”) agree as follows effective as of February 7, 2023 (the “Effective Date”):
AMENDMENT NO. 5 TO LOAN DOCUMENTSQuality Gold Holdings, Inc. • December 23rd, 2022
Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”, and each individually, a “Borrower”), and PNC Bank, National Association (“Lender”) agree as follows effective as of April 26, 2022 (the “Effective Date”):
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc. • New York
This Warrant Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], by and among Tastemaker Acquisition Corp., a Delaware corporation (the “Company” or “Tastemaker”), Quality Gold Holdings, Inc., a Delaware corporation (“Parentco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
FIRST AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENTFirst Amendment and Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc.
FIRST AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENT (the “First Amendment”), dated as of September 13, 2019, by and between HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States with offices located at 452 Fifth Avenue, New York, New York 10018 (“HSBC”), and QUALITY GOLD, INC., an Ohio corporation with a place of business at 500 Quality Boulevard, Fairfield, Ohio 45014 (“Quality Gold”) and MTM, INC., a Delaware corporation with a place of business at 115 West 30th Street, New York, New York 10001-4010 (“MTM”) (Quality Gold and MTM are hereinafter sometimes collectively referred to herein as the “Companies” and individually as a “Company”).
AMENDMENT NO. 6 TO LOAN DOCUMENTSQuality Gold Holdings, Inc. • December 23rd, 2022
Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”, and each individually, a “Borrower”), and PNC Bank, National Association (“Lender”) agree as follows effective as of June 28, 2022 (the “Effective Date”):
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc.
This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of December 20, 2018, is made by Quality Gold, Inc., an Ohio corporation (the “Grantor”), in favor of PNC Bank, National Association (the “Secured Party”).
Working Cash®, Line of Credit, Investment Sweep Rider (Single Option)Quality Gold Holdings, Inc. • December 23rd, 2022
This Working Cash Sweep Rider is incorporated into and made part of that certain Revolving Credit Note dated as of the date hereof, as amended, restated or renewed from time to time (the “Note”), and also into certain other financing documents and security agreements executed by and between Borrower and Bank (the Note, together with all such documents are collectively referred to as the “Loan Documents”), including that certain Revolving Credit, Term Loan and Security Agreement dated as of the date hereof, between Bank and Borrower, as amended, restated or renewed from time to time (the “Credit Agreement”). Pursuant to the Credit Agreement, Bank has extended a line of credit (the “Line of Credit”) to Borrower, under which Borrower may borrow, repay and reborrow Revolving Advances at any time prior to the Revolving Note Maturity Date. As long as this Working Cash Sweep Rider has not been terminated, the following (i) outlines the terms under which Bank will make Revolving Advances under
CONSENT AND SECOND AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENTConsignment Agreement • December 23rd, 2022 • Quality Gold Holdings, Inc.
This CONSENT AND SECOND AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENT (this “Amendment”), dated as of October 1, 2020, by and between HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States with offices located at 452 Fifth Avenue, New York, New York 10018 (“HSBC”), QUALITY GOLD, INC., an Ohio corporation with a place of business at 500 Quality Boulevard, Fairfield, Ohio 45014 (“Quality Gold”), and MTM, INC., a Delaware corporation with a place of business at 115 West 30th Street, New York, New York 10001-4010 (“MTM” and, together with Quality Gold, collectively, the “Companies” and each, individually, a “Company”).
