Exhibit 10.2


 


Execution Version


 

FIRST AMENDMENT AND
WAIYER TO 

AMENDED AND RESTATED
CREDIT AGREEMENT

 

THIS
FIRST AMENDMENT AND WAIYER TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is dated
to be effective as of              the day of                        ,
2017, 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”
(as defined below); (c) GBP 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 TY HOLDINGS, LLC, AUTOMILE HOLDINGS,
LLC, AMR REAL ESTATE HOLDINGS, LLC, each a Delaware limited liability company, and their undersigned Subsidiaries signing this Amendment
as a “Borrower” (collectively, the “Borrowers”). The Guarantors and the Borrowers are collectively referred to
in this Amendment as the “Obligors.” 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 Obligors have entered into an Amended and Restated Credit Agreement dated as
of October 4, 2017, and the various other “Credit Documents,” as such term is defined in the Credit Agreement. All terms
used in this Amendment without definition shall have the respective meanings given such terms in the Credit Agreement.

 

The Obligors
have informed the Credit Parties of a shortfall in the required Swap coverage pursuant to Section 5.18
of the Credit Agreement (captioned, “Interest Rate Protection”) having given effect to multiple advances under the Delayed
Draw Facility (“Existing Covenant Violation”), and have requested (a) a waiver of the Existing Covenant Violation, (b) additional
time to enter into an additional or amended Swap Agreement to cover the required percentage of the Delayed Draw Facility. In order to
facilitate the Swap and to create more efficiency in borrowing mechanics under the Delayed Draw Facility, the Obligors have agreed to
issue amended and restated Delayed Draw Notes in the full amount of each Lender’s Delayed Draw Facility Commitment which would
amend, restate and replace each Lender’s then-outstanding Delayed Draw Notes and further evidence all existing and future advances.
It is also requested that the $1,000,000 minimum amount applicable to a request for Delayed Draw Loans be amended to provide for the
Administrative Agent’s discretion to accommodate Borrowing requests that do not meet the minimum.

 

The Administrative
Agent and the Required Lenders have agreed to enter into this Amendment with the Obligors in order to amend and modify the Credit Agreement
and the Delayed Draw Notes to accomplish the requested amendments and amend the Credit Agreement in certain respects in connection therewith,
and to provide a waiver of the Existing Covenant Violation.

 

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

 

AGREEMENT

 

Section
1.             Acknowledgment And Reaffirmation Of Obligations. Each of the Obligors acknowledges
and affirms that: (a) the Credit Documents are the valid and binding obligation of each of them that is a signatory thereto; (b) 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.           Waiver of Existing Covenant Violation. The Required Lenders hereby waive the Existing
Covenant Violation and any Event of Default arising exclusively from the Existing Covenant Violation.

 

Section
3.          Extension of Time for Compliance with Section 5.18. Within sixty
(60) days from the date of this Amendment, the Borrower Representative shall enter into, and thereafter maintain at all times, Swap Agreements
with one or more Swap Providers to the extent necessary to provide that at least fifty percent (50)% of(a) the aggregate original principal
amount of the Term Loans and Mortgage Loans made to date, plus (b) the presently undrawn amount of the Delayed Draw Dollar Cap
with respect to the Delayed Draw Facility, is subject to either a fixed rate of interest or interest rate protection, which Swap Agreements
shall be on an ISDA standard form and have terms and conditions reasonably satisfactory to the Administrative Agent.


    1


     

    
Section
4.                  Amendment And Modification of Credit Agreement.   The Credit Agreement
  is hereby amended and modified as follows:

 

Section
4.1.             Section 1.02 (captioned “Certain Definitions”)is hereby amended
(a) to replace the definition of “Delayed Draw Notes” with the following new definition:

 

“Delayed
Draw Notes” means, collectively, the promissory notes of the applicable Borrowers evidencing the Delayed Draw Mortgage Loans
and the Delayed Draw Term Loans under the Delayed Draw Facility substantially in the form of Exhibit E attached hereto, together
with all amendments and replacements thereof.

 

and (b) to
amend the definition of “Restricted Companies” to replace the reference to “GPB Prime” with a reference
to “Parent Holdings Guarantor.” All Restricted Companies designated prior the date hereof by GPB Prime or Parent Holdings
Guarantor are hereby confirmed.

 

Section
4.2.             Section 2.04 (captioned “Delayed Draw Facility”)
is hereby amended (a) to replace clause “(c)” thereof with the following:

 

(c) any Delayed
Draw Borrowing requested by the Borrower Representative shall be in a principal amount of at least One Million Dollars ($1,000,000),
or such lesser amount as may be approved by the Administrative Agent(provided that, (i) with respect to a Delayed Draw Borrowing
of Delayed Draw Mortgage Loans subject to a Project Budget (as defined in the Delayed Draw Disbursement Procedures), the foregoing minimum
Delayed Draw Borrowing amount shall be measured solely with respect to the total amount reserved for Delayed Draw Loans in the Project
Budget submitted to the Administrative Agent in accordance with the Delayed Draw Disbursement Procedures (and, for the avoidance of doubt,
shall not be measured with respect to each component disbursement of Delayed Draw Mortgage Loans in connection with such Project under
the Delayed Draw Disbursement Procedures) and (ii) contemporaneous Borrowings of Delayed Draw Mortgage Loans and Delayed Draw Term Loans
for the same Acquisition may be counted in aggregate amount toward the foregoing minimum borrowing amount).

 

and (b) to replace the last
three sentences of such Section with the following two sentences:

 

The Delayed Draw
Loans shall be designated by the Borrower Representative as either Delayed Draw Mortgage Loans or Delayed Draw Term Loans. The Delayed
Draw Loans may be either Base Rate Borrowings, or LIBOR Borrowings, or a combination of each Type.

 

       
                   Section 4.3.              Exhibits
and Schedules. Exhibits E-1 and E-2 to the Credit Agreement are hereby replaced with Exhibit E hereto. Schedules 2.03(a) and 2.03.2(b)(2)
are replaced with the respective Schedules 2.03(a) and 2.03.2(b)(2).




2



 


Section
5.             Amended and Restated Delayed Draw Notes. The Borrowers agree to execute and
deliver to each Lender an Amended and Restated Delayed Draw Note in the form attached hereto as Exhibit J, which shall, inter alia,
amend and restate in its entirety the Delayed Draw Notes issued to each Lender on the following dates:


 


Delayed Draw
Note (Delayed Draw Term Loan) dated February 24, 2017;


Delayed Draw
Note (Delayed Draw Mortgage Loan) dated May 18, 2017;


Delayed Draw
Note (Delayed Draw Term Loan) dated October 12, 2017;


Delayed Draw
Note (Delayed Draw Mortgage Loan) dated November 13, 2017;


Delayed Draw
Note (Delayed Draw Term Loan) dated November 13, 2017; and


Delayed Draw
Note (Delayed Draw Mortgage Loan) dated November 20, 2017.

 

Section
6.           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, and to the Lenders to grant the waiver provided herein,
each of the Obligors makes the following representations and warranties to the Credit Parties:

 

Section
6.1. 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 Obligors: (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
6.2. Accuracy Oflnformation. All information and data submitted by or on behalf of the Obligors in connection with this Amendment
and the amendments and other transactions contemplated herein is true, accurate and complete in all material respects as of the date
made and contains no knowingly false, incomplete or misleading statements.

 

Section
6.3. Pending Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of any of the
Obligors threatened, against any Obligor or any assets of any Obligor, the adverse determination of which would be reasonably expected
to have a Material Adverse Effect. No judgments have been entered against any of the Obligors which would result in an Event of Default
under Section 7.01.5 of the Credit Agreement.

 

Section
6.4. Events of Default. As of the Effective Date and upon giving effect to the waiver of the Existing Covenant Violation,
no Defaults or Events of Default exist.

 

Section
7.            Further Assurances. Each of the Obligors 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
8.           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 Obligors 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
9.           Limited Amendment, Consent, and Waiver. Except
to the extent amended  pursuant to Sections 3, 4 and 5 of this Amendment, all of the terms, covenants, conditions, and provisions
of the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed by
each of the Obligors which is a party thereto. Except to the extent of the waiver expressly provided in Section 2 of this Amendment,
nothing herein shall constitute a waiver of any provision of the Credit Agreement or any of the other Credit Documents, and each of the
Obligors hereby ratifies and confirms all of the Credit Documents to which it is a party, after giving effect to such waiver. 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 waiver must be specific
and in writing to be binding upon the Credit Parties and no such waiver (including the waiver of the Existing Covenant Violation provided
for in this Amendment) shall constitute, unless specifically so expressed in writing by the Administrative Agent, a future waiver of
performance or exact performance by the Obligors. No amendment, waiver, or consent shall constitute a course of dealing. 



3



 


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

 

Section
11.            Reimbursement of Administrative Agent’s Expenses.
The Borrower Representative agrees to reimburse to the Administrative Agent promptly upon receipt of an invoice therefor, all 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
12.            Choice OfLaw; 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
13.             RELEASE. IN ORDER TO INDUCE THE ADMINISTRATIVE
AGENT AND THE LENDERS TO ENTER INTO THIS AMENDMENT, EACH OF THE BORROWERS AND GUARANTORS 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 BORROWERS, 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.

 

Section
14.          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
15.           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]



4



 




Signature Page To First Amendment to Amended and Restated Credit
Agreement:


 


IN WITNESS WHEREOF, the Parties have executed
this Agreement 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/ David Gentile
	 	 	David Gentile,
Manager


 


	 	PARENT HOLDINGS GUARANTOR:
	 	 
	 	AUTOMILE PARENT HOLDINGS, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ David Rosenberg
	 	 	David Rosenberg,
President






     


     


    



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


 

BORROWERS:


 


AUTOMILE TY HOLDINGS, LLC,


AMR AUTO HOLDINGS - TY, LLC,


AMR AUTO HOLDINGS - TH, LLC,


AMR AUTO HOLDINGS - TO, LLC,


AMR AUTO HOLDINGS - LN, LLC,


LUPO LLC,


AUTOMILE HOLDINGS, LLC,


AMR AUTO HOLDINGS - MW, LLC,


AMR AUTO HOLDINGS - PA, LLC,


AMR AUTO HOLDINGS - AC, LLC,


AMR AUTO HOLDINGS - AC II, LLC,


AMR AUTO HOLDINGS - HN, LLC,


AMR AUTO HOLDINGS - MH, LLC,


AMR AUTO HOLDINGS - SB, LLC,


AMR AUTO HOLDINGS - HD, LLC,


AMR AUTO HOLDINGS - FA, LLC,


AMR AUTO HOLDINGS - VH, LLC,


AMR AUTO HOLDINGS - MM, LLC,


AMR AUTO HOLDINGS - SN, LLC,


AMR AUTO HOLDINGS - BG, LLC,


SACO AUTO HOLDINGS - FLMM, LLC,


SACO AUTO HOLDINGS - HN, LLC,


SACO AUTO HOLDINGS - VW, LLC,


SAWDRAN, LLC,


STARETZ, LLC,


Each a Delaware limited liability company


 


AMR AUTO DISTRIBUTORS INC.,


A Massachusetts corporation


 


	By:	/s/ David Rosenberg
	 	David Rosenberg,
President




 


 


HANOVER AUTOMOTIVE HOLDINGS, LLC,


AMR AUTO HOLDINGS - SM, LLC,

AMR AUTO HOLDINGS - VS, LLC,

AMR AUTO HOLDINGS - NC, LLC,


Each
a Delaware limited liability company


 


	By:	/s/ David Rosenberg
	 	David Rosenberg,
Manager.


 


AMR REAL ESTATE HOLDINGS, LLC,


A Delaware limited
liability company


 


	By:	/s/ David Gentile
	 	David Gentile,
Manager










     


     


    

Signature
Page To First Amendment to Amended and Restated Credit 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,
	 	As A Lender
	 	 
	 	By:	/s/ John E. Brissette
	 	 	John E. Brissette,
Vice President






     


     


    

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


 





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






     


     


    

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


 


	 	LENDER:
	 	 
	 	MERCEDES-BENZ FINANCIAL SERVICES USA LLC,
	 	As a Lender
	 	 
	 	By:	 
	 	Name: 

	Michele Nowak

        

	 	Title:	Credit Director, National Accounts







     


     


    

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


 


	 	LENDER:
	 	 
	 	[*****] MOTOR CREDIT CORPORATION,
	 	As a Lender
	 	 
	 	By:	/s/ Thomas F. Miller
	 	 	Name:

                                                
	Thomas F. Miller
	 	 	Title:	National Accounts Manager






     


     


    

Signature
Page To First Amendment to Amended and Restated Credit 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:   Senior Vice President






     


     


    

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


 


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

                                    Title: [ILLEGIBLE]







     


     


    

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


 


	 	 	LENDER:
	 	 	 
	 	 	TD BANK, N.A.,
	 	 	As a Lender
	 	 	 
	 	By:	/s/ Bruce Tuckey
	 	 	Name:   	Bruce Tuckey
	 	 	Title:	Director of Credit Management






     


     


    

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


 


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




     


     


    

SCHEDULE 2.03(a)

CLOSING DATE MORTGAGE LOANS


 


	As of October 3, 2017	 	 	 
	 	 	 	 
	Aggregate principal balance outstanding:	 	 	 
	 	 	 	 
	Mortgage Loans dated 2/24/2017:	 	$	171,367,875.00	 
	Delayed Draw Mortgage Loans dated 5/18/2017:	 	$	1,375,497.35	 
	TOTAL:	 	$	172,743,372.35	 





     


     


    

SCHEDULE 2.03(b)(2)


 


TERM LOANS


(Closing Date)


 


	As of October 3, 2017	 	 	 
	 	 	 	 
	Aggregate principal balance outstanding:	 	 	 	 
	 	 	 	 	 
	Closing Date Term Loans dated 2/24/17:	 	$	74,587,500.00	 
	Closing Date Delayed Draw Term Loan dated 2/24/17:	 	$	2,298,398.68	 
	TOTAL:	 	$	76,885,898.68