FOURTEENTH AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.2
FOURTEENTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 15, 2021, is entered into by and among XXXXXXXX.XXX, INC., a Delaware corporation (formerly known as U.S. AUTO PARTS NETWORK, INC.) (“Company”), PARTSBIN, INC., a Delaware corporation (“PartsBin”), LOCAL BODY SHOPS, INC., a Delaware corporation (“Local Body Shops”), PRIVATE LABEL PARTS, INC., a Delaware corporation (“Private Label Parts”), WHITNEY AUTOMOTIVE GROUP, INC., a Delaware corporation (“Whitney Auto”, and together with the Company, PartsBin, Local Body Shops and Private Label Parts, collectively, “Borrowers” and each individually a “Borrower”), the other Loan Parties party hereto, the Lenders (as defined below) party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”).
RECITALS
| A. | Borrowers, the other parties signatory thereto as “Loan Parties” (each individually, a “Loan Party” and collectively, the “Loan Parties”), Administrative Agent, and the financial institutions party thereto as lenders (each individually, a “Lender” and collectively, the “Lenders”) have previously entered into that certain Credit Agreement, dated as of April 26, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain loans and financial accommodations available to Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement (as amended by this Amendment). |
| B. | Borrowers and the other Loan Parties have further requested that Administrative Agent and the Lenders amend the Credit Agreement, and Administrative Agent and the Lenders are willing to amend the Credit Agreement pursuant and subject to the terms and conditions set forth herein. |
| C. | Each Borrower and each other Loan Party is entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Administrative Agent’s or any Lender’s rights or remedies as set forth in the Credit Agreement and the other Loan Documents are being waived or modified by the terms of this Amendment. |
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| a. | In Section 6.01(m) of the Credit Agreement, the text” $2,000,000” is hereby deleted and replaced with the text “$4,000,000”. |
| b. | In Section 6.01 of the Credit Agreement, (i) the text “; and” is hereby inserted at the end of clause (q) thereof, (ii) the text “and” is hereby deleted from the end of clause (r) thereof and replaced with the text “.”, and (iii) clause (s) thereof is hereby deleted in its entirety. |
| c. | In Section 6.02(h) of the Credit Agreement, the text “clause (i) or (s)” is hereby deleted and replaced with the text “clause (i)”. |
| a. | Amendment. Administrative Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. |
| b. | Representations and Warranties. The representations and warranties set forth herein, and in the Credit Agreement and the Security Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof), must be true and correct in all material respects without duplication of any materiality qualifier contained therein. |
| a. | Authority. Each Borrower and each other Loan Party has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party. The execution, delivery, and performance by each Borrower and each other Loan Party of this Amendment have been duly approved by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restriction binding on such Borrower or such Loan Party. |
| b. | Enforceability. This Amendment has been duly executed and delivered by each Borrower and each other Loan Party. This Amendment and each other Loan Document (as amended or modified hereby) is the legal, valid, and binding obligation of each Borrower and each other Loan Party, enforceable against each Borrower and each other Loan Party in accordance with its terms, and is in full force and effect. |
| c. | Representations and Warranties. The representations and warranties contained in the Credit Agreement and the Security Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof in all material respects without duplication of any materiality qualifier contained therein as though made on and as of the date hereof. |
| d. | No Default. No event has occurred and is continuing that constitutes a Default or Event of Default. |
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| a. | Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby. |
| b. | Except as specifically set forth in this Amendment, the Credit Agreement and all other Loan Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified, and confirmed and shall constitute the legal, valid, binding, and enforceable obligations of each Borrower and the other Loan Parties to Administrative Agent and the Lenders without defense, offset, claim, or contribution. |
| c. | The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of Administrative Agent or any Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
BORROWERS:
XXXXXXXX.XXX, INC.,
a Delaware corporation
By
Name: Xxx Xxxxx
Title: Chief Executive Officer
PARTSBIN, INC.,
a Delaware corporation
By
Name: Xxx Xxxxx
Title: Chief Executive Officer
LOCAL BODY SHOPS, INC.,
a Delaware corporation
By
Name: Xxx Xxxxx
Title: Chief Executive Officer
PRIVATE LABEL PARTS, INC.,
a Delaware corporation
By
Name: Xxx Xxxxx
Title: Chief Executive Officer
WHITNEY AUTOMOTIVE GROUP, INC.,
a Delaware corporation
By
Name: Xxx Xxxxx
Title: Chief Executive Officer
[Signature Page to Fourteenth Amendment to Credit Agreement]
OTHER LOAN PARTIES:
LOBO MARKETING, INC.,
a Texas corporation
By
Name: Xxx Xxxxx
Title: Chief Executive Officer
PACIFIC 3PL, INC.,
a Delaware corporation
By
Name: Xxx Xxxxx
Title: Chief Executive Officer
GO FIDO, INC.,
a Delaware corporation
By
Name: Xxx Xxxxx
Title: Chief Executive Officer
AUTOMOTIVE SPECIALTY ACCESSORIES AND PARTS, INC.,
a Delaware corporation
By
Name: Xxx Xxxxx
Title: Chief Executive Officer
[Signature Page to Fourteenth Amendment to Credit Agreement]
ADMINISTRATIVE AGENT AND LENDER
JPMORGAN CHASE BANK, N.A.,
individually as a Lender and as Administrative Agent
By
Name:
Title: Authorized Officer
[Signature Page to Fourteenth Amendment to Credit Agreement]
