Exhibit 10.25
FOURTH AMENDMENT TO
INVENTORY FINANCING AND SECURITY AGREEMENT
I. THE PARTIES TO THIS AGREEMENT
This Fourth Amendment to Inventory Financing and Security Agreement (“Amendment”) is effective as of February 24, 2022, and is made by and among the following parties:
A.Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey) (together with its successors and assigns, “Bank”), a Utah state-chartered bank with a local business office currently located at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxx 00000; and
B.Ally Financial Inc., a Delaware corporation (“Ally”) with a local business office currently located at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxx 00000 (together with Bank, the “Ally Parties” and Bank and Ally each being, an “Ally Party”);
X.Xxxxx Automotive, LLC, a Texas limited liability company, formerly known as Left Gate Property Holding, LLC, doing business as Texas Direct Auto, with its principal executive office currently located at 00000 Xxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxx 00000 (“Dealership”); and
X.Xxxxx, Inc., a Delaware corporation, with its principal executive office currently located at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Vroom”).
II. THE RECITALS
The essential facts relied on by Bank, Ally, Dealership and Vroom as true and complete, and giving rise to this Amendment, are as follows:
B.Left Gate Property Holding, LLC, a Texas limited liability company, changed its name to Vroom Automotive, LLC, effective as of March 1, 2021.
C.The parties to this Amendment desire to amend the IFSA as outlined in this Amendment.
III. THE AGREEMENT
In consideration of the premises and the mutual promises in this Amendment, which are acknowledged to be sufficient, Bank, Ally, Dealership and Vroom agree to the following:
A.Capitalized terms used but not defined herein have the meanings given to them in the IFSA.
Certain information has been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
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B.The “Maturity Date” is amended from September 30, 2022 to March 31, 2023. This amends Section III.C.2(c) of the IFSA.
C.A new Subsection III.B.7(d) is added to the IFSA as follows:
(c) The Fourth Amendment Commitment Fee. On or before February 24, 2022, the Dealership shall pay the Ally Parties a “Fourth Amendment Commitment Fee” of $[***]..
D.Except as provided above, the IFSA and all other agreements between each of the Ally Parties and Dealership and Vroom remain in full force and effect as written. In the event of a conflict between the terms of the IFSA and this Amendment, the terms of this Amendment prevail. The parties hereto ratify all terms of the IFSA as amended by the Amendment.
E.If any provision of this Amendment is held to be invalid or unenforceable by a court of competent jurisdiction, all other provisions remain valid and enforceable.
a.May be modified only by a writing signed by all parties.
b.May be signed in counterparts, each of which is deemed an original, and all of which taken together constitute one and the same agreement. The signatures of the parties, exchanged via fax or e-mail, shall constitute and be deemed original signatures for all purposes.
c.Binds and inures to the benefit of the parties and their respective successors and assigns.
d.Constitutes the entire agreement of the parties with respect to its subject matter.
Agreed to as of February 24, 2022.
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Ally Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Representative Date: 2/24/22 |
Vroom Automotive, LLC By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer Date: 2/24/22 |
Ally Financial Inc. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Representative Date: 2/24/22 |
Vroom, Inc. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer Date: 2/24/22 |
***[Redacted for confidentiality purposes]
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