AND WAIVER AND CONSENT AGREEMENT
Exhibit 10.12
Execution Version
ELEVENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AND WAIVER AND CONSENT AGREEMENT
THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AND CONSENT AGREEMENT (“Amendment”) is dated to be effective as of the 23rd day of June, 2021 (“Effective Date”), by and between: (a) MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent (“Administrative Agent”); (b) the undersigned lenders (collectively, the “Lenders”) which are parties to the Credit Agreement; (c) GPB PRIME HOLDINGS, LLC (“GPB Prime”) and AUTOMILE PARENT HOLDINGS, LLC (“Parent Holdings Guarantor”), each a Delaware limited liability company (collectively, the “Guarantors”); and (d) AUTOMILE HOLDINGS, LLC (“Automile Holdings”), AUTOMILE TY HOLDINGS, LLC (“Toyota Holdings”), and AMR REAL ESTATE HOLDINGS, LLC (“AMR RE”), each a Delaware limited liability company, and their undersigned Subsidiaries signing this Amendment as a “Borrower” (together with Automile Holdings, Toyota Holdings, and AMR RE, collectively, the “Borrowers”). The Guarantors and the Borrowers are collectively referred to in this Amendment as the “Loan Parties.” The Administrative Agent and the Lenders are collectively referred to in this Amendment as the “Credit Parties.” The Borrowers, the Guarantors, and the Credit Parties are collectively referred to as the “Parties.”
The Administrative Agent, the Lenders party thereto, and the Loan Parties have entered into an Amended and Restated Credit Agreement dated as of October 4, 2017, as amended pursuant to a First Amendment and Waiver to Amended and Restated Credit Agreement dated as of December 15, 2017 (“First Amendment”), a Second Amendment to Amended and Restated Credit Agreement dated as of May 1, 2018 (“Second Amendment”), a Third Amendment to Amended and Restated Credit Agreement dated as of June 29, 2018 (“Third Amendment”), a Fourth Amendment to Amended and Restated Credit Agreement dated as of September 21, 2018 (“Fourth Amendment”), a Fifth Amendment to Amended and Restated Credit Agreement dated as of February 5, 2019 (“Fifth Amendment”), a Sixth Amendment to Amended and Restated Credit Agreement and Replacement of Equity Offset Agreement dated as of June 14, 2019 (“Sixth Amendment”), a Seventh Amendment to Amended and Restated Credit Agreement dated as of October 18, 2019 (“Seventh Amendment”), an Eighth Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement dated as of March 19, 2020 (“Eighth Amendment”), a Ninth Amendment to Amended and Restated Credit Agreement dated as of April 30, 2020 (“Ninth Amendment”), and a Tenth Amendment to Amended and Restated Credit Agreement dated as of September 4, 2020 (“Tenth Amendment,” and the aforesaid Amended and Restated Credit Agreement, as amended pursuant to the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, Ninth Amendment, and Tenth Amendment, collectively, the “Credit Agreement”).
The Credit Agreement and the various other “Credit Documents,” as such term is defined in the Credit Agreement, are referred to herein, collectively, as the “Credit Documents.” All terms used in this Amendment without definition shall have the respective meanings given such terms in the Credit Agreement. Terms added or amended pursuant to Section 2 of this Amendment shall have the same meanings when used elsewhere in this Amendment.
The Loan Parties have requested certain amendments and consents under the Credit Agreement. The Administrative Agent and the undersigned Lenders have agreed to enter into this Amendment to provide the requested amendments and consents, in each case on terms and subject to the conditions as set forth herein.
“Eleventh Amendment” means the Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement dated as of the Eleventh Amendment Effective Date by and among the Loan Parties, the Administrative Agent and the Lenders party thereto.
“Eleventh Amendment Effective Date” means June 22, 2021.
“GPB AP” means GPB Automotive Portfolio, LP.
“XXX X0” means GPB Holdings, II, LP.
[*****]
[*****]
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“Monitor” means the independent Monitor, Xxxxxx X. Xxxxxxxx III, appointed by order (the “Monitor Order”) of Judge Xxxxx X. Xxxxxx of the United States District Court for the Eastern District of New York, in the litigation before the United States District Court, Eastern District of New York, captioned Securities and Exchange Commission v. GPB Capital Holdings, LLC, et al. (Case Number 21-cv-00583-MKB-VMS), having the power and authority set forth in the Monitor Order including the authority to approve or disapprove any proposed material corporate transactions by GPB Capital and/or Highline Management, Inc., and their respective funds, portfolio companies (including GP AP and GP H2), or subsidiaries, or any other proposed material corporate transactions.
“Monitor Order” has the meaning given such term in the definition of “Monitor.”
“Xxxxxxxxx Claims” shall have the meaning assigned thereto in Section 6.05 of the Eleventh Amendment.
“Xxxxxxxxx Litigation” means (i) that certain Superior Court Civil Action No 1982-CV-0925 filed in the County of Norfolk, Commonwealth of Massachusetts by Xxxxx Xxxxxxxxx & others vs. GPB Prime Holdings, LLC & others; and (ii) that certain JAMS Arbitration, Case No. 1400018385 styled Xxxxx Xxxxxxxxx, Claimant versus Automile Holdings, LLC, Respondent.
“Xxxxxxxxx Obligations” means the Xxxxxxxxx Repurchase Agreement Obligations and the Xxxxxxxxx Other Obligations.
“Xxxxxxxxx Other Obligations” means all sums (other than the Xxxxxxxxx Repurchase Agreement Obligations) agreed in the Xxxxxxxxx Settlement Agreement (if entered into) to be payable to one or more members of the Xxxxxxxxx Group from the Loan Parties.
“Xxxxxxxxx Repurchase Agreement Obligations” means all sums agreed in the Xxxxxxxxx Settlement Agreement (if entered into) to be payable to one or more members of the Xxxxxxxxx Group under the Xxxxxxxxx Repurchase Agreement.
“Xxxxxxxxx Payment” means the payment to one or more members of the Xxxxxxxxx Group of the full amounts agreed to in the Xxxxxxxxx Settlement Agreement (if entered into) in consideration of the consummation of a settlement of all Xxxxxxxxx Claims which includes payment, settlement, and satisfaction (or deemed satisfaction) in full of the Xxxxxxxxx Obligations pursuant to the Xxxxxxxxx Settlement Agreement.
“Xxxxxxxxx Repurchase Agreement” means the Amended and Restated Repurchase Agreement effective as of March 1, 2019 among GPB Prime, Parent Holdings Guarantor, Xxxxx Xxxxxxxxx, Xxxxxxxxx Family Nominee Trust, and Xxxxxxxxx Family Nominee Trust/Sawdran, as amended, restated, or otherwise modified.
“Xxxxxxxxx Settlement Agreement” has the meaning assigned thereto in Section 6.07 of this Agreement.
“Specified Distribution Conditions Precedent” has the meaning given such term in Section 6.07 of this Agreement.
a. The definition of “Maturity Date” is hereby amended to extend the Original Maturity Date from “February 24, 2022” to “December 31, 2022”.
b. The definition of “Floor Plan Dollar Cap” is hereby amended and restated as set forth below:
“Floor Plan Dollar Cap” means Three Hundred Million Dollars ($300,000,000), as such amount may be decreased in accordance with Section 2.01.12(a) or temporarily increased pursuant to Section 2.01.5 or Section 2.01.6 of this Agreement.
For clarity, the reduction effected pursuant to the above amendment shall applied pro rata to the Floor Plan Commitments of all of the Lenders in accordance with their respective Floor Plan Commitment Percentages.
Section 2.03 Amendment to Section 6.07 (Restricted Payments). Section 6.07 of the Credit Agreement is hereby amended to delete the last paragraph thereof, and to replace clauses “(d)” and “(e)” thereof with the following:
(d) The Loan Parties may declare and make cash distributions of up to an aggregate amount of $15,000,000 to GPB AP and XXX X0, such distributions to occur not more than quarterly at the end of a Fiscal Quarter; provided that in each case and with respect to each such payment all applicable Specified Distribution Conditions Precedent shall have been satisfied.
(e) The Loan Parties may declare and make Restricted Payments to one or more members of the Xxxxxxxxx Group for the purpose of full and final settlement of the Xxxxxxxxx Litigation and satisfaction of amounts agreed in the Xxxxxxxxx Settlement Agreement (if entered into) to be payable to one or more members of the Xxxxxxxxx Group; provided that (i) the amount of such Restricted Payments, together with any other payments made to any member of the Xxxxxxxxx Group in connection with the Xxxxxxxxx Settlement Agreement (if entered into) shall not exceed the amount set forth on Schedule 6.07(e) attached hereto, and (ii) with respect to such Restricted Payments all applicable Specified Distribution Conditions Precedent shall have been satisfied.
As used in this Section, “Specified Distribution Conditions Precedent” means: (i) the Administrative Agent shall have received appropriate documentation and consent of the Monitor to each such Restricted Payment, (ii) the first $15,000,000 of aggregate Restricted Payments made pursuant to clauses (d) and (e) above shall be matched dollar for dollar with a mandatory prepayment of the Mortgage Loans to be applied in the inverse order of scheduled maturities, (iii) no Default or Event of Default shall have occurred and be continuing or would result from giving effect to such Restricted Payment, and GPB Prime and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 6.15 of this Agreement as of the most recently ended Fiscal Quarter prior to and upon giving effect to such Restricted Payment; (iv) the amounts of the all Restricted Payments permitted pursuant to clauses (d) and (e) above, including the Xxxxxxxxx Payment in respect of the Xxxxxxxxx Obligations shall be included in the calculation of the Fixed Charge Coverage Ratio (All Cash Dividends) set forth in Section 6.15.3 hereof, (v) as evidence of compliance with clauses (iii) and (iv), the Loan Parties shall have delivered to the Administrative Agent and the Lenders a pro forma Compliance Certificate for such Fiscal Quarter demonstrating the absence of any Default or Event of Default and including full pro forma compliance with all financial covenants set forth in Section 6.15 hereof, upon giving effect to such Restricted Payment, and (vi) with respect to the Restricted Payment pursuant to clause (e) of this Section, (A) a certificate of a Responsible Officer of the Borrower Representative (x) certifying on behalf of all Loan Parties that any and all of the Xxxxxxxxx Claims and Xxxxxxxxx Obligations have been fully settled and shall be considered satisfied upon receipt of the Xxxxxxxxx Payment, and all Xxxxxxxxx Litigation shall immediately thereafter be dismissed of record with prejudice, and (y) attaching thereto a copy of a fully executed settlement agreement between the applicable Loan Parties, their relevant Affiliates, and the applicable members of the Xxxxxxxxx Group covering all of the Xxxxxxxxx Claims and Xxxxxxxxx Obligations and including a release and covenant not to xxx from Xxxxx Xxxxxxxxx and the members of the Xxxxxxxxx Group identified in Schedule 6.05 hereof for the benefit of all of the Loan Parties and their officers, directors, agents, shareholders and Affiliates (“Xxxxxxxxx Settlement Agreement”) and (B) a release and covenant not to xxx from Xxxxx Xxxxxxxxx and the members of the Xxxxxxxxx Group identified in Schedule 6.05 hereof, for the benefit of all Credit Parties and each of their respective officers, directors, employees, attorneys, and agents, and in each case with respect to the certificates, agreements (including the Xxxxxxxxx Settlement Agreement), releases and other documents referenced this definition of Specified Distribution Conditions Precedent in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, execution and delivery of the Xxxxxxxxx Settlement Agreement shall be a condition precedent to any Restricted Payment pursuant to Section 6.07(e).
(g) any requests for distributions and other Restricted Payments other than the distributions and other Restricted Payments permitted under Section 6.07 (including but not limited to any request for any increase in the distribution or other Restricted Payments limits set forth in Section 6.07(d) and (e)) as in effect on the Eleventh Amendment Effective Date shall require the consent of all Lenders, and
Section 5. Certain Consents and Waivers.
Section 6.04 Events of Default. No Defaults or Events of Default exist.
(a) Closing Submissions. The Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals), unless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan Party, each dated either the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
(i) this Amendment executed by Administrative Agent, the Lenders, and each of the Loan Parties, and the fee letter executed between the Administrative Agent, the Arrangers, and the Loan Parties;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Credit Documents to which such Loan Party is a party;
(iii) certificates of good standing evidencing for each Loan Party from its jurisdiction of incorporation or formation and for each jurisdiction in which the conduct of its business requires qualification to do business (as determined by the Loan Parties in accordance with the Credit Agreement);
(iv) (x) “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard determinations, (y) notices, in the form required under Flood Laws, about special flood hazard area status and flood disaster assistance duly executed by each Loan Party, to the extent applicable, and (z) if any building on an improved Real Property encumbered by any Mortgage is located in a Special Flood Hazard Area, a flood insurance policy on terms reasonably satisfactory to the Administrative Agent and each Lender.
(b) Prepayment of Term Loans. Prepayment in full of the principal amount outstanding under the Term Loans.
(c) Payment of Floor Plan Committed Loans. Payment in full of such principal amount of outstanding Floor Plan Committed Loans required to effectuate the permanent reduction in Floor Plan Commitments resulting from the reduction in the Floor Plan Dollar Cap pursuant to Section 2.02.b. of this Amendment.
(d) Fees. The Eleventh Amendment Fee and all other fees required to be paid on or before the Effective Date to the Administrative Agent, the Lenders, or the Arrangers pursuant to Section 9 below and pursuant to the Fee Letter between the Administrative Agent, the Arrangers, and Borrower Representative shall have been paid by, or on behalf of, the Loan Parties.
(e) Credit Party Expenses. The Borrower Representative shall have paid, or caused to be paid, all Credit Party Expenses (including, in the case of attorneys’ fees, directly to counsel to the Administrative Agent, if requested by the Administrative Agent).
Section 8. Additional Terms, Conditions, and Covenants.
(b) [*****]
(d) [*****] In the event the Loan Parties fail timely to do so, on such date (i) the rates of interest applicable to all Credit Facilities shall, without any requirement of prior notice, be increased by fifty (50) Basis Points above the rates otherwise in effect, and (ii) a fee shall be payable to each Lender in an amount equal to twenty-five (25) Basis Points times the Total Credit Exposure of such Lender.
(e) [*****]In the event the Loan Parties fail timely to do so, on such date (i) the rates of interest applicable to all Credit Facilities shall, without any requirement of prior notice, be increased by twenty-five (25) Basis Points above the rates otherwise in effect, and (ii) a fee shall be payable to each Lender in an amount equal to twenty-five (25) Basis Points times the Total Credit Exposure of such Lender.
Section 15. Choice Of Law; Consent To Jurisdiction; Agreement As To Venue. This Amendment shall be construed, performed and enforced and its validity and enforceability determined in accordance with the Laws of the State of New York (“Governing State”). Each of the Parties irrevocably consents to the non-exclusive jurisdiction of the courts of the Governing State sitting in New York County and the United States District Court for the Southern District of New York, and any appellate court from any thereof. Each of the Parties agrees that venue shall be proper in any State court of the Governing State sitting in New York County or in any United States District Court for the Southern District of New York and waives any right to object to the maintenance of a suit in any of such state or federal courts of the Governing State on the basis of improper venue or of inconvenience of forum.
Section 16. RELEASE. IN ORDER TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS AMENDMENT, EACH OF THE LOAN PARTIES FOREVER RELEASES AND DISCHARGES THE ADMINISTRATIVE AGENT AND THE LENDERS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, SUITS AND DAMAGES (INCLUDING CLAIMS FOR ATTORNEYS’ FEES AND COSTS), ARISING OUT OF A COMMISSION OR OMISSION OF THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS EXISTING OR OCCURRING ON OR PRIOR TO THE EFFECTIVE DATE, WHICH ANY OF THE LOAN PARTIES, JOINTLY OR SEVERALLY, EVER HAD OR MAY NOW HAVE AGAINST ANY OF THE RELEASED PARTIES FOR ANY SUCH CLAIMS ARISING OUT OF OR RELATED IN ANY WAY TO THE OBLIGATIONS, THE CREDIT DOCUMENTS, THIS AMENDMENT OR THE ADMINISTRATION THEREOF, WHETHER KNOWN OR UNKNOWN, INCLUDING BUT NOT LIMITED TO ANY AND ALL SUCH CLAIMS BASED UPON OR RELYING ON ANY ALLEGATIONS OR ASSERTIONS OF DURESS, ILLEGALITY, UNCONSCIONABILITY, BAD FAITH, BREACH OF CONTRACT, REGULATORY VIOLATIONS, NEGLIGENCE, MISCONDUCT, OR ANY OTHER TORT, CONTRACT OR REGULATORY CLAIM OF ANY KIND OR NATURE. THIS RELEASE IS INTENDED TO BE FINAL AND IRREVOCABLE AND IS NOT SUBJECT TO THE SATISFACTION OF ANY CONDITIONS OF ANY KIND.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
Signature Page to Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement:
GPB PRIME: | ||
GPB PRIME HOLDING, LLC. | ||
a Delware Limited Liability Company | ||
By: | /s/ Xxxx X. Xxxxxxx | |
Xxxx X. Xxxxxxx, | ||
Chief Executive Officer |
PARENT HOLDINGS GUARANTOR: | ||
AUTOMILE PARENT HOLDINGS , LLC, | ||
a Delaware limited liability company | ||
By: | /s/ Xxxx X. Xxxxxxx | |
Xxxx X. Xxxxxxx, | ||
Chief Executive Officer |
Signature Page to Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement - Continued:
BORROWERS: | ||||
AUTOMILE TY HOLDINGS, LLC. | ||||
AMR AUTO HOLDINGS - PA, LLC, | AMR AUTO HOLDINGS- LN, LLC, | |||
AMR AUTO HOLDINGS - VH, LLC, | XXXX LLC, | |||
SACO AUTO HOLDINGS - VW, LLC, | AMR AUTO HOLDINGS - BG, LLC, | |||
HANOVER AUTOMOTIVE HOLDINGS, LLC, | AMR AUTO HOLDINGS - NC, LLC, | |||
AMR AUTO HOLDINGS - SM, LLC, | AM R AUTO HOLDINGS - MW, LLC, | |||
AMR AUTO HOLDINGS - VWN, LLC, | AUTOMILE HOLDINGS, - AC, LLC, | |||
Each a Delaware limited liability company | AMR AUTO HOLDINGS - HN, LLC, | |||
AMR AUTO HOLDINGS - MH, LLC, | ||||
By: | /s/ Xxxxx X. Xxxxxxxx | AMR AUTO HOLDINGS - FA, LLC, | ||
Xxxxx X. Xxxxxxxx, | AMR AUTO HOLDINGS - MM, LLC, | |||
Interim CEO | AMR AUTO HOLDINGS - FLMM, LLC, | |||
AMR AUTO HOLDINGS - HN, LLC, | ||||
AMR REAL ESTATE HOLDINGS, LLC, | SAWDRAN, LLC, | |||
A Delaware limited liability company | AMR AUTO HOLDINGS - PO, LLC, | |||
AMR AUTO HOLDINGS - LC, LLC, | ||||
By: | /s/ Xxxx X. Xxxxxxx | AMR AUTO HOLDINGS - JS, LLC, | ||
Xxxx X. Xxxxxxx | AMR AUTO HOLDINGS - MINR, LLC, | |||
Chief Executive Officer | AMR AUTO HOLDINGS - LH, LLC, | |||
AMR AUTO HOLDINGS - MN, LLC, | ||||
AMR AUTO HOLDINGS - BN, LLC, | ||||
SACO AUTO HOLDINGS - BR, LLC, | ||||
SACO AUTO HOLDINGS - HNR, LLC, | ||||
Each a Delaware limited liability company | ||||
By: | /s/ Xxxx X. Xxxxxxx | |||
Xxxx X. Xxxxxxx, | ||||
Chief Executive Officer | ||||
AUTOMILE HOLDINGS, LLC, | ||||
A Delaware limited liability company | ||||
By: | /s/ Xxxx X. Xxxxxxx | |||
Xxxx X. Xxxxxxx | ||||
Chief Executive Officer |
Signature Page to Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement - Continued:
BORROWER REPRESENTATIVE: | ||
AUTOMILE HOLDINGS, LLC, | ||
A Delaware limited liability company | ||
By: | /s/ Xxxx X. Xxxxxxx | |
Xxxx X. Xxxxxxx, | ||
Chief Executive Officer |
Signature Page to Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement - Continued:
ADMINISTRATIVE AGENT: | ||
MANUFACTURERS AND TRADERS TRUST COMPANY, A New York Banking Corporation, In Its Capacity as Administrative Agent | ||
By: | /s/ Xxxx X. Xxxxxxxxx, | |
Xxxx X. Xxxxxxxxx, | ||
Vice President | ||
LENDER: | ||
MANUFACTURERS AND TRADERS TRUST COMPANY, A New York Banking Corporation, As a Lender | ||
By: | /s/ Xxxx X. Xxxxxxxxx, | |
Xxxx X. Xxxxxxxxx, | ||
Vice President |
Signature Page to Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement - Continued:
LENDER: | |||
TRUIST BANK, | |||
As a Lender, | |||
By: | /s/ XXXXXXX XXXXX | ||
Name: | XXXXXXX XXXXX | ||
Xxxxxx: | SENIOR VICE PRESIDENT |
Signature Page to Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement - Continued:
LENDER: | |
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, | |
As a Lender |
By: | /s/ Xxxxxx Xxxxxxx |
Name: | Xxxxxx Xxxxxxx |
Title: | Credit Manager- National Accounts |
Signature Page to Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement - Continued:
LENDER: | |
TOYOTA MOTOR CREDIT CORPORATION, | |
As a Lender |
By: | /s/ Xxxxxx Xxxxx | |
Xxxxxx Xxxxx, | ||
National Manager, National Accounts |
Signature Page to Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement - Continued:
LENDER: | |
NYCB SPECIALTY FINANCE COMPANY, LLC, a wholly owned subsidiary of New York Community | |
As a Lender |
By: | /s/ Xxxx X. Xxxxxxxxx | |
Xxxx X. Xxxxxxxxx, | ||
First Senior Vice President |
Signature Page to Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement - Continued:
LENDER: | |
KEYBANK NATIONAL ASSOCIATION, | |
As a Lender |
By: | /s/ Xxxxxx Xxxxx |
Name: | Xxxxxx Xxxxx |
Title: | SVP |
Signature Page to Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement - Continued:
LENDER: | |
TD BANK, N.A., | |
As a Lender |
By: | /s/ Xxxxxxxxx Brutelle |
Name: | Xxxxxxxxx Brutelle |
Title: | VP |
Signature Page to Eleventh Amendment to Amended and Restated Credit Agreement and Waiver and Consent Agreement - Continued:
LENDER: | |
VW CREDIT, INC., | |
As a Lender |
By: | /s/ Xxxxxxx J Zozokar |
Name: | Xxxxxxx J Zozokar |
Title: | SMCC |
SCHEDULE 1.03
UNRESTRICTED SUBSIDIARIES
1. | AMR AUTO HOLDINGS – IN, LLC |
2. | AMR AUTO HOLDINGS – KH, LLC |
3. | AMR Automotive Reinsurance Limited |
4. | AMR AUTO HOLDINGS – TY, LLC |
5. | AMR AUTO HOLDINGS – TH, LLC |
6. | AMR AUTO HOLDINGS – TO, LLC |
7. | AMR AUTO HOLDINGS – ACII, LLC |
8. | AMR AUTO HOLDINGS – SB, LLC |
9. | AMR AUTO HOLDINGS – HD, LLC |
10. | AMR AUTO HOLDINGS – SN, LLC |
11. | STARETZ, LLC |
12. | AMR AUTO HOLDINGS – VS, LLC |
13. | AMR AUTO HOLDINGS – SH, LLC |
14. | AMR AUTO HOLDINGS – CH, LLC |
15. | PRIME FLIP, LLC |
16. | AMR AUTO HOLDINGS – WPWN, LLC |
Schedule 4
Additional Unrestricted Subsidiaries
Entity | Dealership |
AMR Auto Holdings – ACII, LLC | Prime Acura North |
AMR Auto Holdings – SB, LLC | Prime Subaru Xxxxxx |
AMR Auto Holdings – HD, LLC | Prime Hyundai South |
Staretz, LLC | Prime Hyundai |
Prime Flip, LLC |
N/A (Prime Flip Subscription Program) |
AMR Auto Holdings – TY, LLC | Prime Toyota – Boston |
AMR Auto Holdings – TO, LLC | Orleans Toyota |
AMR Auto Holdings – TH, LLC | Hyannis Toyota |
AMR Auto Holdings – SN, LLC | White River Subaru |
AMR Auto Holdings – SH, LLC | Subaru Hyannis |
AMR Auto Holdings – CH, LLC | Prime Chevrolet |
AMR Auto Holdings – WPWN, LLC |
N/A |
AMR Auto Holdings – VS, LLC | Volvo Southborough |
Schedule 6.03
Pending Proceedings
None.
Schedule 6.05
Xxxxxxxxx Claims
Matter | Action Type | Commencement |
Xxxxx Xxxxxxxxx; The Xxxxxxxxx Family Nominee Trust; and the Xxxxxxxxx Family Nominee Trust/Sawdran, Plaintiffs, v. GPB Prime Holdings, LLC and Automile Parent Holdings, LLC., Defendants, Norfolk, Massachusetts Superior Court Civil Action No: 1982-CV-0925 | Civil Action |
7/19/19; Amended 11/26/19 |
Xxxxx Xxxxxxxxx, Claimant, v. Automile Holdings, LLC, Respondent, JAMS Boston, JAMS Arbitration, Case No. 1400018385 | Arbitration proceeding for disputes under Xxxxxxxxx employment agreement. | Amended Demand for Arbitration filed 6/8/2020 |