Exhibit 10.3


 


Execution Version


 


SECOND AMENDMENT TO


AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT (“Amendment”)is dated to be effective as of the 1st day of May, 2018, 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) 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 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, as amended
pursuant to a First Amendment and Covenant Waiver Agreement dated as of December 15, 2017 (as amended, the “Credit Agreement”),
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.


 


Pursuant to Section 5.08.2(b)
of the Credit Agreement, the Obligors are required to deliver audited financial statements of GPB Prime and its Subsidiaries no later
than one hundred twenty (120) calendar days after the end of the Second 2017 Audit Period (“Second 2017 Audit Period Financial
Statements”). The Obligors have informed the Credit Parties that, as more fully disclosed in the Amendment Request dated on or
about April 24, 2018 (“Amendment Request”), their auditors will be unable to issue an audit opinion with respect to the Second
2017 Audit Period Financial Statements as result of as a result of the matters discussed in the Amendment Request. Consequently, the
required Second 2017 Audit Period Financial Statements are not expected to be timely delivered. The Obligors have requested a 60-day
extension of the deadline for delivery of the Second 2017 Audit Period Financial Statements (“Audit Extension”).


 


The Administrative Agent and
the Required Lenders have agreed to enter into this Amendment with the Obligors in order to amend the Credit Agreement to provide for
the Audit Extension upon the terms and conditions 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.


 


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.             Amendment
And Modification of Credit Agreement. To give effect to the Audit Extension: (a)   
Section 5.08.2(b) of the Credit Agreement is hereby amended to extend the time period set forth therein from one hundred twenty
(120) calendar days to one hundred eighty (180) calendar days; (b) the related internally prepared consolidating financial statements
required pursuant to 5.08.2(d) of the Credit Agreement for the Fiscal Year ending December 31, 2017 shall be delivered concurrently with
the delivery of the Second 2017 Audit Period Financial Statements; and (c) the time period for the delivery of the Compliance Certificate
required pursuant to Section 5.08.4 of the Credit Agreement for the Fiscal Quarter ending December 31, 2017 shall be extended from one
hundred twenty (120) calendar days to one hundred eighty (180) calendar days after the end of such Fiscal Quarter to allow the Compliance
Certificate to be delivered concurrently with the Second 2017 Audit Period Financial Statements.




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Section 3.              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 Audit Extension provided herein, each of the Obligors makes the following representations
and warranties to the Credit Parties:


 


Section 3.1. 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 3.2. Accuracy Of Information.
All information and data submitted by or on behalf of the Obligors in connection with the Amendment Request, 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 3.3. 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 3.4. Events of Default.
As of the Effective Date and upon giving effect to the Audit Extension, no Defaults or Events of Default exist.


 


Section 4.              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 5.              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 6.              Limited
Amendment and Consent. Except to the extent amended pursuant to Section 2 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 Audit Extension as 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 the
Audit Extension and related amendment. 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 (including the Audit Extension provided for in this Amendment) 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 Obligors. No consent, amendment,
or waiver shall constitute a course of dealing.




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Section 7.              Enforceability.
This Amendment shall inure to the benefit of and be enforceable against each of the Parties and their respective successors and assigns.


 


Section 8.              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 9.              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 10.           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 11.            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 12.            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]




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Signature
Page To Second 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 Second 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,


LUPOLLC,


AUTOMlLE HOLDINGS, LLC,


AMR AUTO HOLDINGS - MW, LLC,


AMR AUTO HOLDINGS - PA, LLC,


AMR AUTO HOLDINGS - AC, LLC,


AMR AUTO HOLDINGS -ACII, 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,


AMR AUTO HOLDINGS - PO, 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 Second 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 Second Amendment to Amended and Restated Credit
Agreement - Continued:


 


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

                                    Title: [ILLEGIBLE]






     


     


    

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


 


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




     


     


    

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


 


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






     


     


    

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


 


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