Exhibit 10.9


 


Confidential

 

Execution Version

 

EIGHTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

AND AMENDMENT TO SECURITY AGREEMENT

 

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AND AMENDMENT TO SECURITY AGREEMENT (“Amendment”) is dated to be effective as of
the 19th day of March, 2020 (“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 (“Automile TY”), 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, Automile TY, 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.”

 

RECITALS

 

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”), and a Seventh Amendment to Amended
and Restated Credit Agreement dated as of October 18, 2019 (“Seventh 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,
and Seventh Amendment, collectively, the “Credit Agreement”).

 

The Administrative Agent and the Loan
Parties have also entered into a Security Agreement dated as of February 24, 2017 (the “Security Agreement”). The Credit
Agreement, the Security 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.

 

The Loan Parties have requested an extension
of time to obtain manufacturer approval for the change in the dealer of record from David Rosenberg to Todd Skelton. The Loan Parties,
the Administrative Agent, and the Required Lenders have agreed to enter into this Amendment to allow additional time to obtain such approvals
from the required Manufacturers and to amend the Credit Agreement in certain other respects, in each case on terms and conditions satisfactory
to the Required Lenders as set forth herein.

 

NOW, THEREFORE, in consideration of the
premises, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree
as follows.

 



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AGREEMENT

 

Section 1.             Acknowledgment
And Reaffirmation Of Obligations. Each of the Loan Parties acknowledges and affirms that: (a) the Credit Documents are the valid
and binding obligation of each of them that is a signatory thereto; (a) the Credit Documents are enforceable
in accordance with all stated terms; and (c) none of them has any defenses, claims of offset, or counterclaims against the enforcement
of the Credit Documents in accordance with all stated terms.

 

Section 2.             Amendment
And Modification of Credit Agreement. The Credit Agreement is hereby amended as set forth below:

 

Section 2.01.        Additional
Definitions. Section 1.02 of the Credit Agreement is hereby amended to add the following additional definitions:

 

“Benchmark Replacement”
means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent
in consultation with the Borrower Representative giving due consideration to (i) any selection or recommendation of a replacement rate
or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention
for determining a rate of interest as a replacement to LIBOR for U.S. dollar-denominated syndicated credit facilities, and (b) the Benchmark
Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement
will be deemed to be zero for the purposes of this Agreement.

 

“Benchmark Replacement
Adjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for each applicable Interest
Period, the spread adjustment or method for calculating or determining such spread adjustment (which may be a positive or negative value
or zero), that has been selected by the Administrative Agent, giving due consideration to (a) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted
Benchmark Replacement for U.S. dollar- denominated syndicated credit facilities at such time.

 

“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
(including, without limitation, changes to the definition of “Base Rate,” the definition of “Interest Period,”
timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent
decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides
that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that
no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative
Agent decides is reasonably necessary in connection with the administration of this Agreement).

 

“Benchmark Replacement
Date” means the earlier to occur of the following events with respect to LIBOR:

 

(a)            in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public
statement or publication of information referenced therein, and (ii) the date on which the administrator of LIBOR permanently or indefinitely
ceases to provide LIBOR; or

 


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(b)           in
the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.

 

“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to LIBOR:

 

(a)            a
public statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has ceased
or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide LIBOR;

 

(b)           a
public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve
System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the
administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR, which
states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided that, at
the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or

 

(c)            a
public statement or publication of information by the regulatory supervisor for the administrator of LIBOR announcing that LIBOR is no
longer representative.

 

“Benchmark Transition
Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement
Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 180th
day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such
prospective event is fewer than 180 days after such statement or publication, the date of such statement or publication) and (b) in the
case of an Early Opt-in Election, the date specified by the Administrative Agent, by notice to the Borrower Representative and the Lenders.

 

“Benchmark Unavailability
Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR
and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such
Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for all purposes hereunder in accordance
with this Section and (b) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes hereunder pursuant to this
Section.

 

“Early Opt-in Election” means the
occurrence of:

 

(a)            a
determination by the Administrative Agent, or a notification by the Required Lenders to the Administrative Agent (with a copy to the
Borrower Representative) that the Required Lenders have determined, that other similarly- situated U.S. dollar-denominated syndicated
credit facilities being executed at such time, or that include language similar to that contained in this Section, are being executed
or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and

 

(b)           the
election by the Administrative Agent and t he Required Lenders to declare that an Early Opt-in Election has occurred and the provision,
as applicable, by the Administrative Agent of written notice of such election to the Borrower Representative and the Lenders.




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“Federal Reserve Bank
of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.

 

“Management Equity”
means non-voting, transfer-restricted, equity interests in any Borrower, Parent Guarantor, or GPB Prime, including equity interests
required by any Manufacturer to be issued and held by executive officers of the Borrowers, in each case issued pursuant to a management
equity plan duly adopted by the board of managers of such Borrower, Parent Guarantor, or GPB Prime and in each case on terms and conditions
and pursuant to documentation disclosed to and approved by the Administrative Agent and the Required Lenders (collectively “Management
Equity Documentation”) prior to the execution and implementation of the Management Equity Documentation, and issuance of any
such equity interests.

 

“Relevant Governmental
Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

 

“SOFR” with
respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the
administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

 

“Term SOFR”
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

 

“Unadjusted Benchmark
Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

 

Section 2.02.        Amended
Definitions. Certain definitions set forth in Section 1.02 of the Credit Agreement are hereby amended (or amended and restated) as
set forth below:

 

a.     The
definition of “Applicable Rate” set forth in Section 1.02 of the Credit Agreement is hereby amended (i) to replace the pricing
grid set forth in clause “(a)” thereof with the following:

 

	Pricing 

    Level	 	 	Total Leverage 

    Ratio	 	Applicable
                                            

                                            Rate For 

                                            LIBOR
 Borrowings
	 	 	Applicable Rate 

    For Base Rate 

    Borrowings	 	 	Applicable Rate For 

    Delayed Draw Facility 

    Unused Commitment Fees	 
	1	 	 	> 2.25	 	 	3.00	%	 	 	1.25	%	 	 	0.375	%
	2	 	 	> 1.75 < 2.25	 	 	2.75	%	 	 	1.00	%	 	 	0.250	%
	3	 	 	> 1.25 < 1.75	 	 	2.50	%	 	 	0.75	%	 	 	0.250	%
	4	 	 	> 0.75 < 1.25	 	 	2.25	%	 	 	0.50	%	 	 	0.200	%
	5	 	 	< 0.75	 	 	2.00	%	 	 	0.25	%	 	 	0.200	%



 

and (ii) to replace the pricing grid set
forth in clause “(b)” thereof with the following:

 

	Applicable Rate For 

    LIBOR Borrowings	 	 	Applicable Rate For 

    Base Rate Borrowings	 	 	Applicable Rate For 

    Floor Plan Commitment 

    Fees	 
	 	1.75	%	 	 	0.10	%	 	 	0.15	%






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b.    The definition
of “Excluded Property” is hereby amended to replace subsections “(e)” and “(k),” thereof, respectively,
with following:

 


(e) those assets if and for so
long as the burden or cost (including any adverse tax consequences) of obtaining a security interest therein or perfection thereof exceeds
the practical benefit to the Lenders afforded thereby as reasonably determined by the Required Lenders;

 

(k) [intentionally omitted];
and

 

c.     The
definition of “Excluded Subsidiary” is hereby amended to replace subsection “(h)” thereof with following:

 

(h) [intentionally omitted]
and

 

	 

	d.

	The definition of “Extraordinary Receipts”
is hereby amended and restated in its entirety as follows:




 

“Extraordinary Receipts”
means any and all Net Available Proceeds received by GPB Prime or its Subsidiaries (a) in respect of a Casualty Event, (b) in respect
of a Disposition, except for sales of Inventory in the ordinary course of business, and (c) in respect of Indebtedness not permitted
under this Agreement to the extent received by any Loan Party or its Subsidiaries.

 

e.     The
definition of “Permitted Encumbrances” is hereby amended to replace subsections “(f),” “(g),” and
 “(r),” thereof, respectively, with following:

 

(f) (i) Liens on assets of
a Person which is merged into or acquired by a Loan Party on or after the date of this Agreement and (ii) Liens on assets acquired after
the date of this Agreement; provided, in each case, that (v) such merger or acquisition is made in compliance with this Agreement,
(w) such Liens existed at the time of such merger or acquisition and were not created in anticipation thereof, (x) no such Lien covers
any other property or assets of any Loan Party (other than proceeds of such acquired assets), (y) the principal amount of any Indebtedness
secured thereby is not increased from the amount outstanding immediately before such merger or acquisition, and (z) such merger or acquisition
has been approved by the Required Lenders;

 

(g)   Subordinate
Liens created by or resulting from any litigation or legal proceedings which are currently being contested in good faith by appropriate
and lawful proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required
by GAAP shall have been made and Subordinate Liens arising out of judgments or orders for the payment of money which do not constitute
an Event of Default hereunder;

 

(r) [intentionally omitted].

 

f.    The
definition of “Permitted Real Estate Sales” is hereby amended and restated in its entirety as follows:

 

“Permitted Real Estate
Sales” means a Disposition by any Borrower of any Real Property mortgaged to secure any of the Credit Facilities; provided
that in accordance with Section 2.03.4(b) hereof, the Borrowers prepay the applicable Mortgage Loan and other Obligations in an amount
not less than the greater of (a) 100% of the Net Available Proceeds received from such Disposition and (b) 100% of the latest appraised
value of the subject Real Property. For the avoidance of doubt, the full amount of the Net Available Proceeds of Permitted Real Estate
Sales shall be applied to repayment of the Obligations pursuant to Section 2.03.4(b) hereof.








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g.   The definition
of “Restricted Payment” is hereby amended and restated in its entirety as follows:

 


“Restricted Payment”
means collectively (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital
Stock or other Equity Interests of GPB Prime or its Subsidiaries, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any such Capital Stock or other Equity Interests, or on account of any return of capital to a Loan Party’s stockholders, partners
or members (or the equivalent Person thereof), including without limitation, any put, redemption, or equity recapture options or agreements
(whether or not exercised, and including without limitation, any accrued interest thereon) held by or for the benefit of David Rosenberg,
any Person included in the Rosenberg Group, or any other Person, (b) any forgiveness or release without adequate consideration by a Loan
Party of any Indebtedness or other payment obligation owing to a Loan Party by a shareholder or other equity holder of a Loan Party,
or (c) any payment by any Loan Party of any management, consulting or similar fees (provided that management fees paid pursuant to Management
Services Agreements, otherwise permitted by this Agreement and subject to the terms of a Management Services Subordination Agreement,
may be accrued but not paid).

 

	 

	h.

	The definition of “Threshold Amount”
is hereby amended and restated in its entirety as follows:




 

  “Threshold Amount” means
Two Million Dollars ($2,000,000).

 

	 

	i.

	The definition of “Total Leverage Ratio”
is hereby amended and restated in its entirety as follows:




 

“Total Leverage Ratio”
means, as of any date of determination, the most recently ended Test Period, the ratio of (a) Consolidated Total Funded Indebtedness,
excluding any Vehicle Financing Indebtedness and the aggregate principal amount of the Mortgage Loans, as of the last day of such
Test Period to (b) Consolidated EBITDA, less Consolidated Interest Expense attributable to Vehicle Financing Indebtedness
and the Mortgage Loans.

 

Section 2.03. Mandatory Prepayments.
Section 2.03.4 of the Credit Agreement is hereby amended as follows: (a) subsection “(a)” thereof is hereby amended to replace
each of the references to the ratio of “2.50:1.00” with references to the ratio of “2.00:1.00”; (b) subsection
 “(b)” thereof hereby amended to replace the phrase “within three (3) Business Days” with the phrase “immediately
and in any event within three (3) Business Days”; and (c) the last unnumbered paragraph of such section is hereby replaced with
the following three paragraphs:

 

The mandatory prepayments set forth in this Section
2.03.4 arising from receipt of 100% of Net Available Proceeds of Permitted Real Estate Sales shall be applied as follows:

 

(x) an amount equal to 85% of
the fair market value of the Real Property sold shall be applied to pay down the Mortgage Loans (other than Delayed Draw Mortgage Loans)
or if such Real Property sold was financed with proceeds of Delayed Draw Mortgage Loans, to the applicable Delayed Draw Mortgage Loans;
then,

 

(y) the balance of such Net
Available Proceeds (including any cash amount remaining from said 85% amount referenced in clause “(x)”) shall be applied
first to the Closing Date Term Loans, second to Delayed Draw Term Loans, third to Mortgage Loans (including Delayed
Draw Mortgage Loans) which were not paid pursuant to clause “(x),” and fourth to the Floor Plan Committed Loans with
associated reductions in levels of Floor Plan Commitments. In each case set forth above, payments shall be applied in the inverse order
of scheduled maturities.

 

The mandatory prepayments set forth in this Section
2.03.4 (other than from Net Available Proceeds of Permitted Real Estate Sales as set forth above) shall be applied first to Term
Loans incurred under the Term Loan Facility, second to Delayed Draw Term Loans, third to Mortgage Loans incurred under
the Mortgage Facility, and fourth to Delayed Draw Mortgage Loans, in each case, in the inverse order of scheduled maturities,
and thereafter to the Floor Plan Committed Loans with associated reductions in levels of Floor Plan Commitments.




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Section 2.04. Delayed Draw Disbursements.
The initial paragraph of Section 2.04 of the Credit Agreement is hereby amended and restated as set forth below, and after the Effective
Date, proceeds of the Delayed Draw Loans shall be available only on the terms and conditions set forth in the Credit Agreement as so
amended, including the restrictions to certain identified projects as set forth below:

 

Section 2.04. Delayed Draw Facility.
During the Availability Period, and subject to the terms and conditions set forth herein, each of the Lenders severally agrees to make
senior secured mortgage loans (each such loan, a “Delayed Draw Mortgage Loan” and, collectively, the “Delayed
Draw Mortgage Loans”) or term loans (each such loan, a “Delayed Draw Term Loan” and, collectively, the “Delayed
Draw Term Loans”; the Delayed Draw Mortgage Loans and the Delayed Draw Term Loans, collectively, the “Delayed Draw
Loans”) to the Borrowers; provided that: (a) with respect to each Lender, the maximum amount of principal advanced as
Delayed Draw Loans under the Delayed Draw Facility shall not exceed the amount of such Lender’s respective Delayed Draw Facility
Commitment, (b) the maximum aggregate principal amount of Delayed Draw Borrowings advanced by all Lenders and from time to time shall
not exceed the Delayed Draw Dollar Cap, (c) disbursements of Delayed Draw Loans shall be permitted only for purpose of completing the
projects identified on Schedule 2.04 attached hereto, and for no other purpose, and (d) repayments of Delayed Draw Loans may not
be re-borrowed. Subject to limitations set forth in this Agreement as to [*****] Borrowers, the Borrowers shall be jointly and severally
liable for all Delayed Draw Loans. Delayed Draw Borrowings shall be requested by the Borrower Representative as either Delayed Draw Mortgage
Loans or Delayed Draw Term Loans; provided, however, the determination and designation of any such request as Delayed Draw Mortgage Loans
or Delayed Draw Term Loans shall be made by the Administrative Agent. For the avoidance of doubt, all Delayed Draw Borrowings designated
as Delayed Draw Mortgage Loans shall be made with respect to, and secured by, Real Property which is subject to a mortgage or deed of
trust for the benefit of the Credit Parties, in each case on the terms and subject to the conditions set forth herein.

 

Section 2.05. Benchmark Transition.
A new Section 2.05.4, as set forth below, is hereby added to Article 2, Section 2.05 of the Credit Agreement.

 

2.5.4.    Effect
of Benchmark Transition Event.

 

(a)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace
LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m.
on the fifth (5th) Business Day after the Administrative Agent has posted (or otherwise made available) such proposed amendment to all
Lenders and the Borrowers so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment
from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the
date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders
accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section titled “Effect of Benchmark
Transition Event” (“this Section”) will occur prior to the applicable Benchmark Transition Start Date. Borrowers shall
pay all out- of-pocket costs (including reasonable attorney fees) incurred by the Administrative Agent in connection with any amendment
and related actions contemplated in this Section.




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(b)            Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have
the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or
in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without
any further action or consent of any other party to this Agreement. Administrative Agent shall not be liable to any party hereto for
any Benchmark Replacement Conforming Changes it makes in good faith.

 

(c)            Notices;
Standards for Decisions and Determinations. The Administrative Agent will endeavor to promptly notify the Borrower Representative
and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of
any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section, including, without limitation,
any determination with respect to a tenor, rate or adjustment, or of the occurrence or non-occurrence of an event, circumstance or date,
and any decision to take or refrain from taking any action, will be conclusive and binding on all parties hereto absent manifest error,
and may be made in its or their sole discretion and without consent from any other party hereto (except, in each case, as expressly required
pursuant to this Section) and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims
being hereby waived individually by each party hereto.

 

(d)            Benchmark
Unavailability Period. Upon the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability
Period, the Borrower Representative on behalf of the Borrowers may (as applicable) revoke any request for a LIBOR Borrowing of, conversion
to, or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the
Borrowers will be deemed to have converted any such request (as applicable) into a request for a Borrowing of or conversion to a loan
that shall accrue interest at Base Rate. During any Benchmark Unavailability Period, the component of Base Rate based upon LIBOR will
not be used in any determination of the Base Rate.

 

Section 2.06. Increase in Commitments.
Section 2.11 of the Credit Agreement is hereby deleted in its entirety and such section marked as “Intentionally Omitted.”

 

Section 2.07. Insurance (Captive Insurance
Subsidiary). Section 3.17 of the Credit Agreement is hereby amended to delete the phrase “any insurance with a Captive Insurance
Subsidiary or”. Section 5.02 of the Credit Agreement is hereby amended as follows: (a) to delete the phrase “any insurance
with a Captive Insurance Subsidiary or” in each of the two instances in which it appears in such section; (b) to replace the last
sentence of such section with the following:

 

For the avoidance of doubt, no Captive Insurance
Subsidiary has been or will be formed or funded, so long as any of the Obligations and Commitments remain outstanding and no Captive
Insurance Subsidiary will, in any event, provide insurance coverage to any of the Loan Parties.

 

Section 2.08. Notice of Litigation
or Proceedings. Section 5.04 of the Credit Agreement is amended by adding at the end of such section the following additional sentence:

 

Without limitation to the foregoing, subject to applicable
law, the Loan Parties shall provide to the Credit Parties (a) notification of any material correspondence received from the SEC, the
Federal Bureau of Investigation (FBI) or any other Governmental Authority in connection with any investigations, enforcement proceedings,
or civil or criminal matters concerning any of the Loan Parties or, to the extent any Responsible Officer of the Borrower Representative
obtains knowledge thereof, any of their Affiliates, in each case within five (5) Business Days of receipt or knowledge thereof, as applicable,
(b) delivery of monthly updated status reports (which may be in the form of a status teleconference with the Administrative Agent) regarding
all federal and state investigations of GPB Capital and its Affiliates provided by GPB Capital’s Chief Compliance Officer and/or
Senior Legal Counsel.




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Section 2.09.        Reporting
Requirements. Section 5.08 of the Credit Agreement is hereby amended as follows:

 

a.     Annual
Financial Statements. In connection with Section 5.08.2 of the Credit Agreement, Parent Holdings Guarantor and/or GPB Prime shall
retain Blum & Shapiro, or another CPA firm complying with the requirements in Section 5.08.2 of the Credit Agreement and reasonably
satisfactory to the Administrative Agent (in which case the Borrower Representative shall provide the Administrative Agent with prior
notice of such selection and a reasonable opportunity to respond) in sufficient time to provide timely financial reporting in accordance
with Section 5.08.2. The deadline to deliver audited financial statements, unaudited financial statements
and related financial reporting of GPB Prime and its Subsidiaries for Fiscal Year 2018 under Sections 5.08.2(c) and 5.08.2(d) of the
Credit Agreement shall be extended until April 30, 2020, provided that the Notice Letter (as defined in the Sixth Amendment) shall
remain in effect until the financial statements required by Sections 5.08.2(c) and 5.08.2(d) are delivered.

 

b.    Franchise
Agreements; Vehicle Records. Section 5.08.11 of the Credit Agreement is hereby amended to delete the phrase “in excess of One
Million Dollars ($1,000,000)” appearing in clause “(a)” thereof and to delete the phrase “to the extent such
change could reasonably be expected to result in a Material Adverse Effect” appearing at the end of such section.

 

Section 2.10. Inspection Rights.
In connection Section 5.13 of the Credit Agreement, the moratorium on the Loan Parties’ obligation for reimbursement to the Administrative
Agent for the first six (6) Inventory and Collateral inspections per Fiscal Year as set forth in the first proviso of such section shall
not be applicable to the Inventory and Collateral inspections performed in connection with this Amendment and the Loan Parties shall
be jointly and severally liable for all costs and expenses in connection with same.

 

Section 2.11. Joinder of Additional
Borrowers. Section 5.17 of the Credit Agreement is hereby amended to replace the phrase “in its sole discretion” with
the phrase “in its discretion, but subject to approval by the Administrative Agent,”.

 

Section 2.12. Change in Management.
The following additional Section 5.21 is hereby added to Article 5 of the Credit Agreement:

 

Section 5.21. Change in Management.
The Loan Parties shall use commercially reasonable good faith efforts, diligently pursued, to obtain the consent, approval, or waiver
(as required under the applicable Franchise Agreements or Framework Agreements) of all of the respective Manufacturers to the replacement
of David Rosenberg (“Rosenberg”) as the chief executive officer, president or sole manager (as applicable) of all Loan Parties;
provided that use of such efforts shall not, in any event, impair or constitute a defense to any Event of Default arising under
this Agreement, including (for the avoidance of doubt) Events of Default arising under Sections 7.01.2, 7.01.12, and 7.01.15. The Loan
Parties shall provide the Credit Parties with a written report on at least a bi-monthly basis of their progress in obtaining such Manufacturer
consents, approvals, and waivers, and provide the Administrative Agent with copies of all consents, approvals, waivers, and related correspondence
(including emails) from the Manufacturers to the Loan Parties, promptly upon receipt thereof.






     9


     


    


Section 2.13. Transfer of Depositary
Account Balances to M&T Bank. The following additional Section 5.22 is hereby added to Article 5 of the Credit Agreement:



 


Section 5.22. Transfer of Depository
Account Balances. The Loan Parties shall have completed (a) the establishment and transfer of all Deposit Account balances to depository
operating accounts with the Administrative Agent by not later than January 31, 2020 and (b) migration of all related cash transactions
and related cash vault services through The Brinks Company by not later than March 31, 2020 (or such later date as may be required and
approved by the Administrative Agent to complete the implementation of such cash transaction and vault services). The Loan Parties shall
maintain all depository accounts with the Administrative Agent other than depository accounts with average monthly balances less than
$50,000, individually, and $250,000.00 in the aggregate amount for all such accounts; provided that all depository accounts not
held by M&T Bank shall be subject to control agreements satisfactory to the Administrative Agent (subject only to specific exceptions
for certain restricted accounts which have been disclosed to and approved by the Administrative Agent in its sole discretion).

 

Section 2.12.        Investments
and Loans. Section 6.02 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

Section 6.02. Investments
and Loans. No Borrower and no other Loan Party nor any Subsidiary shall make any Investments in any Persons, except:

 

(a)           loans
to officers and employees of the Borrowers for the purpose of purchasing Management Equity (subject to the limitations set forth in this
Agreement with respect thereto); provided that such loans represent cashless transactions (with no cash impact whatsoever upon
the Loan Parties) pursuant to which such officers or employees invest the proceeds of such loans in the Capital Stock of the Loan Parties
on terms and conditions satisfactory to the Required Lenders;

 

	 

	(b)

	Investments in cash and Cash Equivalents;




 

(c)           advances
to its employees in the ordinary course of business for travel, entertainment, relocation and general ordinary course of business purposes,
not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time outstanding;

 

(d)           extensions
of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business;

 

(e)           Investments
by the Loan Parties in their respective Subsidiaries outstanding on the date hereof and set forth on Schedule 6.02;

 

	 

	(f)

	Investments in Borrowers (but not other Loan
Parties or Affiliates);




 

	 

	(g)

	[Intentionally Omitted];




 

	 

	(h)

	[Intentionally Omitted];




 

	 

	(i)

	[Intentionally Omitted];




 

	 

	(j)

	[Intentionally Omitted];




 

	 

	(k)

	[Intentionally Omitted];




 

	 

	(l)

	[Intentionally Omitted];




 

	 

	(m)

	[Intentionally Omitted]; and




 

	 

	(n)

	[Intentionally Omitted].







     10


     


    

 

The entry of a Loan Party
or any Subsidiary into a Swap Agreement or other hedging arrangement shall not be deemed to be an Investment for purposes of this Section
6.02; provided that such Swap Agreement or other hedging arrangement is (or was) entered into in connection with the Obligations
or in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments,
assets, or property held or reasonably anticipated by such Loan Party or Subsidiary, or changes in the value of securities issued by
such Loan Party or Subsidiary, and not for purposes of speculation or taking a “market view.”

 

Section 2.13.        Indebtedness.
Section 6.03 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

Section 6.03. Indebtedness.
No Loan Party nor any Subsidiary shall create, incur, assume or suffer to exist any Indebtedness, except:

 

(a)          the
Obligations;

 

(b)          Indebtedness
outstanding on the Closing Date and listed on Schedule 6.03(b) attached hereto and any Permitted Refinancing thereof;

 

(c)          Indebtedness
secured by Liens permitted under clause (n) of the definition of “Permitted Encumbrances” (provided that, without
limiting the aggregate amount that may be incurred under this clause (c), all such lines of credit consisting of purchase money financing
of Service Loaner Vehicles and Demonstrators outstanding on the Closing Date are listed on Schedule 6.03(c) attached hereto);

 

(d)          obligations
(contingent or otherwise) of any Loan Party or Subsidiary existing or arising under any Swap Agreements or other hedging arrangement;
provided that such obligations are (or were) entered into in connection with the Obligations or in the ordinary course of business
for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Loan Party or Subsidiary, or changes in the value of securities issued by such Loan Party or Subsidiary, and not
for purposes of speculation or taking a “market view;”

 

	 

	(e)

	[Intentionally Omitted];




 

(f)             Indebtedness
under leases constituting Capitalized Lease Obligations and purchase money obligations for fixed assets; provided that the aggregate
principal amount of all of such Indebtedness at any time outstanding under this clause (f) shall not exceed Fifteen Million Dollars ($15,000,000),
and any Permitted Refinancing thereof;

 

	 

	(g)

	[Intentionally Omitted];




 

	 

	(h)

	[Intentionally Omitted];




 

	 

	(i)

	[Intentionally Omitted];




 

(j)           Indebtedness
arising under Letters of Credit in an aggregate stated face amount not to exceed the maximum aggregate Dollar amount with respect to
Letters of Credit set forth in the definition of Letters of Credit; provided that (i) the Borrowers shall have provided or caused
to be provided to the Administrative Agent satisfactory evidence of the cash equity contribution which is the source of the cash collateral
security for the Letters of Credit set forth in clause (c) of the definition of Letters of Credit, and (ii) none of such Letters of Credit
shall be issued to any Loan Party, GPB Capital, the Rosenberg Group, or any of their respective Affiliates as the beneficiary thereof;




     11


     


    

(k)         the
incurrence of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business or consistent with industry practice;

 

	 

	(l)

	[Intentionally Omitted];




 

(m)        the
incurrence of (a) Indebtedness owed to banks and other financial institutions incurred in the ordinary course of business or consistent
with industry practice in connection with ordinary banking arrangements to manage cash balances of GPB Prime and any of its Subsidiaries
and (b) Indebtedness in respect of Cash Management Products;

 

	 

	(n)

	[Intentionally Omitted];




 

(o)         guarantees
incurred in the ordinary course of business or consistent with industry practice in respect of obligations to suppliers, customers, franchisees,
lessors, licensees, sub-licensees and distribution partners; and

 

(p)         any
other Indebtedness in an aggregate principal amount at any time outstanding under this clause (p) not to exceed One Million Dollars ($1,000,000).

 

For the avoidance of doubt, any transactions outstanding
under the Intercompany Note (Exhibit K) shall be limited to transactions among the existing Borrowers.

 

Section 2.14.       Fundamental
changes. Section 6.04 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

Section 6.04. Fundamental
Changes; Amendments to Organization Documents. No Borrower and no other Loan Party nor any Subsidiary shall merge, liquidate, consolidate
with or into another Person (whether in one transaction or in a series of transactions), except as provided below and, so long as immediately
after giving effect to such transaction or series of transactions, there exists no Event of Default:

 

(a)         any
Subsidiary may merge, liquidate or consolidate with or into the Borrower that is its parent, provided that the Borrower is the
continuing or surviving Person;

 

	 

	(b)

	[Intentionally Omitted];




 

	 

	(c)

	[Intentionally Omitted];




 

	 

	(d)

	[Intentionally Omitted];




 

	 

	(e)

	[Intentionally Omitted];




 

	 

	(f)

	[Intentionally Omitted]; and




 

(g)         any
Borrower may merge or consolidate with, or Dispose of all or substantially all of its assets to, any other Borrower, the purpose of which
is to effect a Disposition permitted pursuant to Section 6.05 (p).

 

While any Event of Default has
occurred and is continuing, no Borrower and no other Loan Party or Subsidiary of a Borrower or other Loan Party shall amend its Organization
Documents in a manner that could reasonably be expect to have a Material Adverse Effect.




     12


     


    

Section 2.15.        Dispositions.
Section 6.05 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

Section 6.05. Dispositions.
GPB Prime and its Subsidiaries shall not make any Dispositions, except:

 

(a)           Dispositions
of (i) assets in the ordinary course of business and (ii) Motor Vehicles (subject, in the case of Motor Vehicles in respect of which
a Floor Plan Committed Loan remains outstanding, to the required pay-down of the Floor Plan Facility);

 

(b)           Dispositions
of property that is obsolete, worn out or no longer used in or useful to such Loan Party’s or such Subsidiary’s business,
whether now owned or hereafter acquired;

 

(c)           Dispositions
of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such Disposition are applied to the purchase price of similar replacement property;

 

(d)           the
sale of residual ownership rights in vehicles (other than Motor Vehicles which are Inventory) and equipment upon the termination of operating
leases;

 

	 

	(e)

	Permitted Real Estate Sales with the prior written
approval of the Required Lenders;




 

(f)           sales
of dealerships, Franchise Agreements or Framework Agreements (whether direct or indirect, as asset sales or sales of equity interests),
with the prior written approval of the Required Lenders other than for sales required or mandated by Manufacturers; provided that,
in any case, the sale price thereof is for fair market value as determined by the applicable Borrower’s board of managers and acceptable
to the Administrative Agent;

 

(g)          Dispositions
of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length
transactions for fair value in the ordinary course of business of the Floor Plan Borrowers;

 

	 

	(h)

	[Intentionally Omitted];




 

	 

	(i)

	[Intentionally Omitted];




 

(j)           Dispositions
of improvements made to leased real property to landlords pursuant to customary terms of leases entered into in the ordinary course of
business;

 

	 

	(k)

	[Intentionally Omitted];




 

(l)           (i)
the lease, assignment or sublease, license or sublicense of any real property by AMR RE Holdings to a Borrower and (ii) the exercise
of termination rights with respect to any lease, sublease, license or sublicense or other agreement except with respect to a lease to
a Borrower from AMR RE Holdings (except in connection with a transaction under clause (e) of this Section or with the prior written consent
of the Required Lenders);

 

(m)         Dispositions
in connection with Casualty Events; provided, that the Net Available Proceeds of such Disposition are applied to pay down the
Credit Facilities in accordance with Section 2.03.4(b);

 

	 

	(n)

	the unwinding of any Swap Agreements or other
hedging arrangements;







     13


     


    

(o)          the
lapse or abandonment of intellectual property rights in the ordinary course of business or consistent with industry practice, which in
the reasonable good faith determination of the Borrower Representative, are not material to the conduct of the business of the Borrowers
and their Subsidiaries taken as a whole;

 

	 

	(p)

	Dispositions of property from a Borrower to another
Borrower;




 

(q)          Dispositions
listed on Schedule 6.05;

 

	 

	(r)

	[Intentionally Omitted]; and




 

(s)          the
issuance of Management Equity on the terms and conditions set forth herein.

 

Section 2.16.        Restricted
Payments. Section 6.07 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

Section 6.07. Restricted Payments.
GPB Prime and its Subsidiaries may not declare or make, directly or indirectly, any Restricted Payments, except that:

 

(a)          [Intentionally
Omitted];

 

(b)         the
Loan Parties and the Subsidiaries may declare and make only non- cash dividend payments or other non-cash distributions payable solely
in their Capital Stock;

 

	 

	(c)

	[Intentionally Omitted];




 

	 

	(d)

	[Intentionally Omitted];




 

	 

	(e)

	[Intentionally Omitted];




 

	 

	(f)

	[Intentionally Omitted];




 

	 

	(g)

	[Intentionally Omitted].




 

For the avoidance of doubt, no payments may be made
by or on account of any of the Loan Parties in connection with any put, redemption, equity recapture options or the like with respect
to their Equity Interests, including interest on or in connection with any of the foregoing, to or for the benefit of David Rosenberg,
any Person included in the Rosenberg Group, or any other Person, in any case without the prior written consent of the Required Lenders.

 

Section 2.17.        Affiliate
Transactions. Section 6.09 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

Section 6.09. Transactions
with Affiliates. GPB Prime and its Subsidiaries shall not enter into any transaction of any kind with any Affiliate, other than transactions
in the ordinary course of business among the Borrowers on terms not materially less favorable to the Borrowers as would be obtainable
at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided, however, that
the foregoing restrictions shall not apply to:

 

(a)            the
consummation of the Original Closing Date Transactions and the Closing Date Transactions;




     14


     


    

(b)           loans
and other transactions among the Borrowers to the extent permitted under Article 6;

 

	 

	(c)

	[Intentionally Omitted];




 

	 

	(d)

	[Intentionally Omitted];




 

	 

	(e)

	[Intentionally Omitted];




 

	 

	(f)

	[Intentionally Omitted];




 

	 

	(g)

	[Intentionally Omitted];and




 

	 

	(h)

	[Intentionally Omitted].




 

Section 2.18. Burdensome Agreements;
Negative Pledges. Section 6.10 of the Credit Agreement is hereby amended to delete proviso “(vii)” thereof.

 

Section 2.19. Acquisitions. Section
6.12 of the Credit Agreement is hereby amended and restated in its entirety as set forth below:

 

Section
6.12. Acquisitions. No Loan Party nor any Subsidiary shall enter into or consummate any Acquisition.

 

Section 2.20. Equal Collateral; Perfection
of Deposit Accounts. Section 6.13 of the Credit Agreement is hereby amended to delete both cross-references to clause “(r)”
of the definition of Permitted Encumbrances.

 

Section 2.21. Payment of Management
Fees. Section 6.16 of the Credit Agreement is hereby amended and restated in its entirety as set forth below:

 

Section 6.16 Payment of
Management Fees. The Loan Parties shall not pay directly or indirectly any management, consulting or similar fees (including any
indemnity or reimbursements or any other sums and charges), to GPB Prime, Parent Holdings Guarantor, or any other Affiliate, pursuant
to the Management Services Agreements or otherwise; provided, however that management fees payable to GPB Prime and Parent Holdings Guarantor,
respectively, under the Management Services Agreement dated September 30, 2017 in their favor may be accrued. The prohibitions set forth
in this Section 6.16 shall be applicable notwithstanding any provision to the contrary set forth in any of the Management Services Agreements
or Management Services Subordination Agreements, which agreements shall be deemed modified by the terms hereof.

 

Section 2.22. Events of
Default. Section 7.01 of the Credit Agreement is hereby amended as follows:

 

a.     Section
7.01.2 of the Credit Agreement is hereby amended and restated as set forth below:

 

7.01.2 Violation of Covenants.
The failure of any Loan Party to (a) perform, observe, and comply with any covenant, agreement, or condition and contained in Sections
5.04, 5.08, 5.13, 5.19, 5.21, or Article 6 of this Agreement (but subject, in the case of the financial covenants set forth in Section
6.15, to the terms and conditions set forth in Section 7.02 below) or (b) perform, observe, and comply with any covenant, agreement,
or condition (to the extent not specified above in Sections 7.01.1 or 7.01.2(a)) and contained in any Credit Document and such failure
continues for a period of thirty (30) consecutive calendar days.

 

b.    Section
7.01.12 of the Credit Agreement is hereby amended to delete the word “material” in the first sentence of such section.




     15


     


    

	 

	c.

	Section 7.01.15 of the Credit Agreement is hereby
amended and restated in its entirety as set forth below:




 

7.01.15 Change in Management.
The failure to obtain, on or before April 30, 2020, consents by or approvals or waivers from all Manufacturers requiring such consents,
approvals, or waivers under the terms of their Franchise Agreements and Framework Agreements and related dealership documents, to the
replacement by the Loan Parties of Rosenberg as the chief executive officer, president or sole manager (as applicable) of all Loan Parties
and (a) the Consolidated EBITDA attributable to the dealerships operating under Franchise Agreements and Framework Agreements
as to which such consents, approvals, or waivers have not been obtained is, in aggregate amount, equal to or greater than ten percent
(10%) of the Consolidated EBITDA of all dealerships which are Borrowers, calculated with reference to the most recently submitted Compliance
Certificate or (b) the failure to obtain such consents, approvals, or waivers, individually or in the aggregate, results in, or
could reasonably be expected to result in, a Material Adverse Effect. For the avoidance of doubt, (x) for purposes of this Section, consents,
approvals, or waivers shall be deemed not obtained from any Manufacturers which have notified the Loan Parties of a denial of same, termination,
suspension, expiration without renewal, demand for sale or divestiture, with respect to any dealerships, stores, or franchises, Franchise
Agreements or Framework Agreements unless such termination, suspension, expiration, or demand is effectively stayed or postponed under
applicable Law upon the filing of a formal protest, pending a final judgment, appeal, arbitration, or mediation, or otherwise by operation
of law or by contract, and any demand for sale, divestiture, or voluntary termination shall be considered effective (for purposes of
the Consolidated EBITDA calculation referenced above) on the date of such closing of sale, completion of divestiture, or effective date
of voluntary termination, and (y) this Section constitutes an independent Event of Default and shall not impair, or be a defense to,
any other Event of Default under Section 7.01, including but not limited to Events of Default arising under Section 7.01.2 from a default
under any financial covenant or under Section 7.01.12. 

 

Section 2.22. Schedules to Credit Agreement.
Schedule 6.02 to the Credit Agreement is hereby amended and restated in its entirety in the form of Schedule 6.02 hereto.
Schedule 2.04 (Delayed Draw Projects) is hereby added to the Credit Agreement.

 

Section 3.             Amendment
And Modification of Security Agreement. Certain definitions set forth in Section 1.1 of the Security Agreement are hereby amended
as set forth below:



 

a.     The
definition of “Excluded Accounts” is hereby amended to delete subsection “(h)” thereof. All Excluded Accounts
shall be subject to the requirements set forth in Section 5.22 of the Credit Agreement.

 

b.    The
definition of “Collateral” is hereby amended to delete the phrase “or Restricted Disposition Proceeds” from the
last sentence of such definition.

 

Section 4.             Representations
And Warranties. As an inducement to the Credit Parties to enter into this Amendment and to agree to the amendments and modifications
set forth herein, each of the Loan Parties make the following representations and warranties to the Credit Parties, as of the Effective
Date and upon giving effect to this Amendment:

 

Section 4.01. Authority And Good Standing.
Each of them has the power to enter into this Amendment and to perform all of its obligations hereunder. Each of the Loan Parties: (a)
has duly authorized the entry into and performance of this Amendment; (b) is in good standing in the jurisdiction of its organization;
and (c) is duly licensed or qualified and in good standing in all jurisdictions where the property owned or leased by it or the nature
of the business transacted by it makes such licensing or qualification necessary.

 

Section 4.02. Accuracy Of Information.
All information and data submitted by or on behalf of the Loan Parties in connection with this Amendment and the transactions contemplated
herein are true, accurate and complete in all material respects as of the date made and contains no knowingly false, incomplete or misleading
statements.




     16


     


    



 

Section 4.03. Pending Proceedings.
There are no actions, suits, proceedings or investigations pending or, to the knowledge of any of the Loan Parties threatened, against
any Loan Party or any assets of any Loan Party, the adverse determination of which would be reasonably expected to have a Material Adverse
Effect except as set forth in Schedule 4.03 attached hereto. No judgments have been entered against any of the Loan Parties which
would result in an Event of Default under Section 7.01.5 of the Credit Agreement.

 

Section 4.04.      Events
of Default. No Defaults or Events of Default exist.

 

Section 4.05. Notices to Manufacturers.
All Manufacturers requiring notice of any change in management under the terms of the Franchise and Framework Agreements have been notified
in writing of all such changes.

 

Section 5.             Additional
Conditions Precedent. The following shall constitute additional Conditions Precedent to the obligations of the Administrative Agent
and the Lenders pursuant to this Amendment:

 

a.             Amendment.
This Amendment shall have been executed by Administrative Agent, the Required Lenders, and each of the Loan Parties, and each of the
Required Lenders and the Loan Parties shall have delivered either (i) a counterpart of this Amendment executed on behalf of each such
party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a
signed signature page of this Amendment) that each such party has executed a counterpart of this Amendment.

 

b.            Authorizing
Resolutions and Incumbency Certificates. The Administrative Agent shall have received a certificate from the Secretary, Assistant
Secretary, or other appropriate Responsible Officer of each Loan Party in all respects satisfactory to the Administrative Agent and its
counsel, (i) certifying as to the incumbency of authorized persons of such Loan Party, executing this Amendment or a certification that
no changes to the incumbency of such persons have occurred since the incumbency certificate previously delivered to the Administrative
Agent, (ii) attaching true, complete and correct copies of the resolutions duly adopted by the board of directors or members of such
Loan Party approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the date hereof,
(iii) certifying that its Organization Documents have not been amended, supplemented or otherwise modified since last delivered to the
Administrative Agent or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification, and (iv)
as to such other matters as the Administrative Agent shall require, all in form and substance satisfactory to the Administrative Agent
and its counsel.

 

c.             Fee
Letter. The Fee Letter of even date herewith shall have been executed by and between the Arrangers and the Borrower Representative,
GPB Prime, and Parent Holdings Guarantor (“Fee Letter”), and all fees required pursuant to the Fee Letter shall have been
paid to the Administrative Agent on or before the Effective Date.

 

d.            Reimbursement
of Administrative Agent’s Expenses. The Administrative Agent shall have received reimbursement for all outstanding Credit Party
Expenses incurred by the Administrative Agent and presently invoiced on or prior to the Effective Date.

 

e.             Organization
Chart. GBP Prime agrees to provide to the Administrative Agent and the Lenders an updated organization chart showing all GPB Prime
direct and indirect Subsidiaries.

 

For purposes of determining compliance with the conditions
specified in this Section 5, each Lender that has signed this Amendment shall be deemed to have consented to, approved, accepted and
to be satisfied with, each document (including schedules) or other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective
Date specifying its objections thereto.




     17


     


    

Section 6.             Further
Assurances. Each of the Loan Parties agrees to execute and deliver to the Administrative Agent such documents as may, from time to
time, be reasonably requested by the Administrative Agent in order to amend and modify the Credit Agreement and the other Credit Documents
as contemplated by this Amendment.

 

Section 7.             No
Novation; No Refinance; No Impairment of Security Interest. It is the intent of each of the Parties hereto that nothing contained
in this Amendment shall be deemed to effect or accomplish or otherwise constitute a novation of any of the Loans or the Credit Documents
or of any of the obligations owed by any of the Loan Parties to the Credit Parties or to be a refinance of any of the Obligations. This
Amendment shall not release, limit or impair in any way the effectiveness and priority of the security interests, mortgages, pledges,
assignments, and other Liens in the Collateral granted, described, and provided in the Credit Agreement and the other Credit Documents
for the benefit of the Secured Parties as security for the Obligations, all of which security interests, mortgages, pledges, assignments,
and other Liens shall continue unimpaired in full force and effect and are hereby ratified and confirmed.

 

Section 8.             Limited
Amendment and Consent. Except to the extent amended pursuant to Sections 2 and 3 of this Amendment, all of the terms, covenants,
conditions, and provisions of the Credit Agreement, Security Agreement, and the other Credit Documents shall remain in full force and
effect and are hereby ratified and confirmed by each of the Loan Parties which is a party thereto. Nothing herein shall constitute a
waiver of any provision of the Credit Agreement, Security Agreement, or any of the other Credit Documents, and each of the Loan Parties
hereby ratifies and confirms all of the Credit Documents to which it is a party, after giving effect to all amendments set forth in Sections
2 and 3 hereof. No failure or delay by any of the Credit Parties in the exercise or enforcement of any of their rights under the Credit
Agreement or any other Credit Document shall be a waiver of such right or remedy nor shall a single or partial exercise or enforcement
thereof preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right or remedy. Any
such consent or waiver must be specific and in writing to be binding upon the Credit Parties and no such consent or waiver shall constitute,
unless specifically so expressed in writing by the Administrative Agent, a future consent to, or waiver of, performance or exact performance
by the Loan Parties. No consent, amendment, waiver, or other agreement hereunder shall constitute a course of dealing. On and after the
Effective Date, this Amendment shall for all purposes constitute a Credit Document.

 

Section 9.             Enforceability.
This Amendment shall inure to the benefit of and be enforceable against each of the Parties and their respective successors and assigns.

 

Section 10.           Reimbursement
of Administrative Agent’s Expenses. The Borrower Representative agrees to reimburse to the Administrative Agent promptly upon
receipt of an invoice therefor, for all other Credit Party Expenses incurred by the Administrative Agent in connection with the negotiation
and preparation of this Amendment, and all other expenses incurred by the Administrative Agent as of that date in connection with the
consummation of the transactions and matters described herein.

 

Section 11.           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 12. 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.




     18


     


    



 

Section 13.           Counterparts
And Delivery. This Amendment may be executed and delivered in counterparts, (and by different Parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page to this Amendment electronically or via facsimile shall be just as effective as the delivery of a manually
executed counterpart of this Amendment.

 

Section 14.           Waiver
of Jury Trial. All Parties to this Amendment waive the right to a trial by jury in any action brought to enforce or construe this
Amendment or which otherwise arises out of or relates to this Amendment or the transactions contemplated herein.

 

[SIGNATURES BEGIN ON
THE FOLLOWING PAGE]




     19


     


    

 


Signature
Page To Eighth Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement:


 


IN
WITNESS WHEREOF, the Parties have executed this Amendment with the specific intention of creating a document under seal to be effective
as of the date first above written.


 





	 	GPB PRIME:
	 	 
	 	GPB PRIME HOLDINGS, LLC,
	 	a Delaware Limited Liability Company
	 	 
	 	By:	/s/
    Todd R. Skelton
	 	 	Name:	Todd
    R. Skelton
	 	 	Title:	Chief Executive
    Officer
	 	 	 
	 	PARENT HOLDINGS GUARANTOR:
	 	 
	 	AUTOMILE PARENT HOLDINGS, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	/s/
    Todd R. Skelton
	 		Name:	Todd R. Skelton
	 	 	Title:	Chief Executive
    Officer




     


     


    


Signature
Page To Eighth Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement - Continued:


 


BORROWERS:


 





	AUTOM1LETY HOLDINGS, LLC, 	HANOVER AUTOMOTIVE HOLDINGS, LLC,
	AMR AUTO HOLDINGS – TY, LLC,	AMR AUTO HOLDINGS – SM, LLC,
	AMR AUTO HOLDINGS - TH, LLC,	AMR AUTO HOLDINGS - VS, LLC,
	AMR AUTO HOLDINGS - TO, LLC,	AMR AUTO HOLDINGS - NC, LLC,
	AMR AUTO HOLDINGS – LN, LLC, 	AMR AUTO HOLDINGS - PO, LLC,
	LUPO LLC,	AMR AUTO HOLDINGS - LH, LLC,
	AMR AUTO HOLDINGS - MW, LLC, 	AMR AUTO HOLDINGS – LC, LLC,
	AMR AUTO HOLDINGS - PA, LLC,	AMR AUTO HOLDINGS – SH, LLC,
	AMR AUTO HOLDINGS - AC, LLC,	AMR AUTO HOLDINGS - CH, LLC,
	AMR AUTO HOLDINGS – ACII, LLC,	PRIME FLIP,LLC, 
	AMR AUTO HOLDINGS – HN, LLC,	AMR AUTO HOLDI GS – JS, LLC,
	AMR AUTO HOLDINGS - MH, LLC,	AMR AUTO HOLDINGS - MINR, LLC,
	AMR AUTO HOLDI GS - SB, LLC,	AMR AUTO HOLDINGS – M, LLC,
	AMR AUTO HOLDINGS - HD, LLC,	AMR AUTO HOLDINGS - VWN, LLC,
	AMR AUTO HOLDI GS - FA, LLC,	AMR AUTO HOLDINGS - B, LLC,
	AMR AUTO HOLDINGS – VH, LLC,	AMR AUTO HOLDINGS - BR, LLC,
	AMR AUTO HOLDINGS - MM, LLC,	AMR AUTO HOLDINGS - HNR, LLC,
	AMR AUTO HOLDINGS - SN, LLC,	AMRAUTOHOLDINGS - WPWN, LLC,
	AMR AUTO HOLDINGS - BG, LLC,	Each a Delaware limited liability company
	SACO AUTO HOLDINGS - FLMM, LLC,	
	SACOAUTOHOLDINGS - HN,LLC,	





	SACO AUTO HOLDINGS - VW, LLC,	By:	/s/ Kevin P. Westfall
	SAWDRA , LLC,	Name: Kevin P. Westfall
	STARETZ, LLC,	 	Title: Interim CEO









	Each a Delaware
    limited liability company 	
	 	 	 
	AMR AUTO DISTRIBUTORS INC.,	AMR REAL ESTATE HOLDINGS, LLC,
	A Massachusetts corporation	A Delaware limited liability company
	 	 	 
	By:	/s/ Kevin P. Westfall 	 	By:	/s/
    Todd R. Skelton 
	 	Name: Kevin P. Westfall	 	 	Name: Todd R. Skelton
	 	Title: Interim CEO	 	 	Title: Chief Executive Officer




  


	 	 	BORROWER REPRESENTATIVE:
	 	 	 
	AUTOMILE HOLDINGS,
    LLC	 	AUTOMILE HOLDINGS, LLC
	A Delaware limited
    liability company	 	A Delaware limited liability company
	 	 	 
	By:	/s/
    Todd R. Skelton	 	By:	/s/
    Todd R. Skelton       
	 	Name: Todd R. Skelton	 	 	Name: Todd R. Skelton
	 	Title: Chief Executive Officer	 	 	Title: Chief Executive Officer




     


     


    



Signature
Page To Eighth Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement - Continued:


 





	 	ADMINISTRATIVE AGENT:
	 	 	 
	 	MANUFACTURERS AND TRADERS TRUST COMPANY,
	 	A New York Banking Corporation,
	 	In Its Capacity as Administrative Agent
	 	 	 
	 	By:	/s/ John E.
    Brissette
	 	 	John E. Brissette,
	 	 	Vice President



 








	 	LENDER:
	 	 	 
	 	MANUFACTURERS AND TRADERS TRUST COMPANY,
	 	A New York Banking Corporation,
	 	As a Lender
	 	 	 
	 	By:.	/s/ John E.
    Brissette
	 	 	John E. Brissette,
	 	 	Vice President




     


     


    


Signature
Page To Eighth Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement - Continued:


 





	 	LENDER:	 
	 	 	 	 
	 	SUNTRUST BANK,
	 	 
	 	By:	/s/ [ILLEGIBLE]
	 		Name:	[ILLEGIBLE]
	 	 	Title:	[ILLEGIBLE]





     


     


    



Signature
Page To Eighth Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement - Continued:


 





	 	LENDER:
	 	 	 
	 	MERCEDES-BENZ FINANCIAL SERVICES USA LLC,
	 	As a Lender
	 	 	 
	 	By:	/s/ Michele
    Nowak
	 	Name:	Michele Nowak
	 	Title:	Credit Director, National Accounts




     


     


    



Signature
Page To Eighth Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement - Continued:


 


	 	LENDER:
	 	 	 
	 	[*****] MOTOR CREDIT CORPORATION,
	 	As a Lender
	 	 	 
	 	By:	/s/ [ILLEGIBLE]
	 		Name:	[ILLEGIBLE]
	 		Title:	[ILLEGIBLE]




     


     


    


Signature
Page To Eighth Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement
- Continued:


 





	 	LENDER:	 
	 	 	 	 
	 	NYCB SPECIALTY FINANCE COMPANY, LLC,
	 	a wholly owned subsidiary of New York Community
    Bank,
	 	As a Lender
	 	 	 	 
	 	By:	/s/ Mark C. Mazmanian
	 		Name:	Mark C. Mazmanian
	 		Title:	First Senior Vice President




     


     


    
Signature
Page To Eighth Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement- Continued:


 





	 	LENDER:
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,
	 	As a Lender
	 	 	 
	 	By:	/s/ [ILLEGIBLE]
	 		Name: [ILLEGIBLE]
	 		Title: [ILLEGIBLE]




     


     


    

Signature
Page To Eighth Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement - Continued:


 





	 	LENDER:	 
	 	 	 	 
	 	TDBANK, N.A.,
	 	As a Lender
	 	 	 	 
	 	By:	/s/ [ILLEGIBLE]
	 		Name:	[ILLEGIBLE]
	 		Title:	[ILLEGIBLE]




     


     


    



Signature
Page To Eighth Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement - Continued:


 





	 	LENDER:	 
	 	 	 	 
	 	VW CREDIT, INC.,
	 	As a Lender
	 	 	 	 
	 	By:	/s/ [ILLEGIBLE]
	 		Name:	[ILLEGIBLE]
	 		Title:	[ILLEGIBLE]




     


     


    

Schedule 4.03f


 





	Matter	Action
    Type	Comme11ceme11t
	Patrick
    Hickey; Melissa Reavill; Jennifer Volo; Stephanie Austin; Corey Walker; William Hunt; on behalf of themselves and
    all others similarly situated, Claimants, v. Automile Holdings, LLC; AMR Auto Holdings - PA, LLC; AMR Auto Holdings -
    AC, LLC; AMR Auto Holdings - TY, LLC;AMR Auto Holdings - HD, LLC; David Rosenberg, Individually; and Matthew McGovern,
    Individually, Respondents, American Arbitration Association Case No. 01-17-0000-0078	Civil; Wage
    and Hour (Equitable Remedies)	1/1/17
	David
    Rosenberg; The Rosenberg Family Nominee Trust; and the Rosenberg Family Nominee Trust/Sawdran, Plaintiffs, v. GPB Prime Holdings,
    LLC and Automile Parent Holdings, LLC., Defendants, Norfolk, Massachusetts Superior Court Civil Action No: l 982CV00925	Civil Action	7/19/19; 

    Amended 11/26/19
	Volkswagen
    Group of America, Inc. v. GPB Capital Holdings, LLC; Case No: 20 CV 1043; U.S. District Court for the Southern District of New York	Civil Action	Amended Complaint
    filed 2/18/20
	MR
    Auto Holdings-SM, LLC, d/b/a Prime Subaru Manchester, and Automile Holdings, LLC v. Subaru of New England, Inc.; New Hampshire Motor
    Vehicle Board	Franchise termination
    protest action with the New Hampshire Motor Vehicle Board	2/5/20
	AMR
    Holdings-SH, LLC. dba Prime Subaru Hyannis v. Subaru of New England, Inc.; Trial Court of Massachusetts, The Superior Court	Franchise termination
    protest action in Massachusetts Superior Court	3/5/20












     


     


    

SCHEDULE 6.02


 


INVESTMENTS (OUTSTANDING
ON THE CLOSING DATE)


 


		1)	Schedule 3.02 is hereby incorporated by reference herein.



 


		2)	Loan to employee Jason Huang of $10,000 made on February 21, 2017.



 


		3)	Loan to employee Desiree Lev of$12,000 made on April 9, 2015.







     


     


    

Capex Summary


2020 Outlook on March
3, 2020


 


	Store	 	PRIORITY	 	Location	 	fil!	 	Lender	 	Mortgage
 Debt?	 	Capex

    Budget	 	Spend to
 Date (est.)	 	M&T
 Delayed

    Draw85”,	 	SJ.t -	 	OEM
 Required?	 	OEM Design
 Meetin,:	 	OEM 

    Deslgn	 	DUE 

    DATE	 	Project

    description
	Prime Ford Auburn	 	1	 	See Below	 	Owned	 	M&T	 	Yes	 	7,000,000	 	8,500,000	 	13,100,000	 	Complete	 	Yes	 	Yes	 	Yes	 	2020	 	Buy landthat we’vealready buil1new facility on1opof - CLOSED NOV
    2019
	Prime Honda	 	 	 	See Below	 	Owned	 	M&T	 	Yes	 	2 ,500 ,000	 	 	 	2,125,000	 	In process	 	Yes	 	Yes	 	No	 	2020	 	Gutting of showroom and new service drive configuration
	Land Rover of Hanover	 	 	 	SeeBelow	 	Owned	 	M&T	 	No	 	5,500,000	 	 	 	2 750,000	 	In process	 	Yes	 	Yes	 	No	 	2020	 	Movingto vacantOWNED facility thatneedsto be guttedentirely in ordertoimageto JLPstandards
	Mazda Norwood	 	4	 	See Below	 	Leased	 	M&T	 	No	 	2,500 ,000	 	 	 	O	 	In process	 	Yes	 	Yes	 	No	 	2020	 	Relocation and renovat ion to leased facility across street; Mazda will cont ribu
    te up to $1,000,000 for Imaging
	Mercedes-Benzof Westwood	 	S	 	See Below	 	Owned	 	M&T	 	Yes	 	3,000,000	 	 	 	2,550,000	 	In process	 	Yes	 	Yes	 	No	 	2020	 	MB requiring us to re-image. Town of Westwood still weighingpermlttlng project
	Honda 128	 	6	 	See Below	 	Leased	 	M&T	 	N o	 	4,000,000	 	 	 	O	 	Notstarted	 	Yes	 	Yes	 	No	 	2020	 	Reskin to OEM standard; new showroom elements
	BMW Norwood	 	7	 	See Below	 	Leased	 	M&T	 	N o	 	2,500 ,000	 	 	 	O	 	In process	 	Yes	 	Yes	 	No	 	2020	 	RemoveMazda(moveto new location) and thenrenovateshowroomperBMW requests
	Prime [*****] Hyannis	 	 	 	See Below	 	Owned	 	M&T	 	Yes	 	500 ,000	 	 	 	425,000	 	In process	 	Yes	 	Yes	 	Yes	 	2020	 	Needto add new servicedriveper OEMrequirement.
	Mercedes-Benzof Scarborough	 	 	 	See Below	 	Owned	 	M&T	 	Yes	 	2,000 ,000	 	 	 	1,700,000	 	In process	 	Yes	 	Yes	 	No	 	2020	 	Simi la r to MB Westwood - project scope is minor expansion as well asinteriorrefinish
	Prime Subaru Manchester	 	10	 	See Below	 	Owned	 	M&T	 	Yes	 	9,000 ,000	 	 	 	 	 	lnprocess	 	Yes	 	Yes	 	Yes	 	TIIO	 	Build new facilityon top of recentlyacquired land- all permits and plans in place
    pendingSubaru New England
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	28,000,000	 	 	 	 	 	 	 	 	 	 	 	 




 


	Ford Aubum	774 & 780 Washington Street, Auburn MA, 01501
	Prime Honda	1575 VFW Parkway, West Ro1<bury MA , 02132
	Land Rover of Hanover	1022 Hingham Stre et, Rockland M A 02370    Movingto closed Hyundai building
	Mazda Norwood	420Provfden ceHl ghway,Westwood M A02090    Movingto closed Porsche/Audi building
	Mercedes-Benzof Westwood	425 Providence Highway, Westwood MA02090
	Honda 128	88-98Walkers Brook Dr, Reading. MA 01867
	BMW Norwood	918 Boston Providence Highway, Norwood MA 02062
	Prime [*****] Hyannis	1020 lyannoughRoad, Hya nnis, MA 02601
	Mercedes-Benz of Scarborough	137 USRoute 1, Scarbo r ough M E 04074
	Prlme Subaru Manchester	766 GoldStreet, Manchester,NH 03103                   New
    location/ land