Exhibit 10.11


 


Execution Version


 


TENTH
AMENDMENT TO


AMENDED
AND RESTATED CREDIT AGREEMENT

AND AMENDMENT TO SECURITY AGREEMENT


 


THIS
TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT ("Amendment") is dated
to be effective as of the 4th day of September, 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 ("[*****] Holdings"),
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, [*****] Holdings, 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"), a Seventh Amendment to Amended and Restated Credit Agreement dated
as of October 18, 2019 ("Seventh Amendment"), an Eighth Amendment to Amended and Restated Credit Agreement and
Amendment to Security Agreement dated as of October 19, 2020 ("Eighth Amendment"), and a Ninth Amendment to Amended
and Restated Credit Agreement dated as of April 30, 2020 ("Ninth 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, Seventh Amendment, Eighth Amendment, and Ninth 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, as amended
pursuant to the Eighth Amendment (as amended, 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 amendments and consents under the Credit Agreement in connection with the Confidential Settlement Agreement
and the related letter agreement each dated to be effective as of August 5, 2020 (collectively, the "                            ")
among [*****]                             , Inc.
("      "), and [*****] Holdings and various
other Loan Parties and their Affiliates. The Administrative Agent and the undersigned Lenders have agreed to enter into this Amendment
to provide the requested amendments and consents, 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.


 


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; (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.     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:


 


  "       "
means [*****]                             , Inc.


 


  "                            
" means the Confidential Settlement Agreement and the related letter agreement each dated to be effective as of August 5,
2020 among         and [*****] Holdings and various other
Loan Parties and their Affiliates.


 


Section 2.02     Amendment
to Certain Definitions. The definitions set forth below are hereby amended as follows:


 


a.        The
definition of "Change of Control" is hereby amended to replace clause "(v)" thereof with the following:


 


   (v) Parent
Holdings Guarantor shall cease to own legally and beneficially, directly or indirectly, 100% of the voting Capital Stock of Automile
Holdings and at least 90% of [*****] Holdings; or


 



    2


     


    




b.        The
definition of "Management Equity" is hereby amended and restated in its entirety as set forth below:


 


   "Management
Equity" means the 10% limited liability company voting membership interest in [*****] Holdings
to be granted to Todd Skelton, in connection with his appointment and approval as Dealer Principal, in compliance with        's
requirements pursuant to the                            ,
to be issued under the Second Amended and Restated Limited Liability Company Agreement of [*****] Holdings, and pursuant to the Contribution
Agreement between Todd Skelton and [*****] Holdings, and the $3,700,000 Promissory Note by Todd Skelton payable to the order of Parent
Holdings Guarantor, by Todd Skelton, as borrower, in favor of Parent Holdings Guarantor, as noteholder, executed in connection therewith
(collectively, "Management Equity Documentation"), each dated September 4, 2020.


 


Section 2.03
Amendment     to     Section     2.03.4     (Mandatory
Prepayments/Extraordinary Receipts. Subsection 2.03.4(b) of the Credit Agreement is hereby amended by inserting after the first
sentence thereof the following sentence:


 


Notwithstanding
the foregoing, the issuance of the Management Equity shall not constitute an Extraordinary Receipt requiring a mandatory prepayment under
this clause (b).


 


Section 2.04
Amendment to Section 6.07 (Restricted Payments). Section 6.07 of the Credit Agreement is hereby amended to replace clause
 "(c)" with the following:


 


(c) [*****]
Holdings may declare and make Tax Distributions to Todd Skelton from cash flow of [*****] Holdings and its Subsidiaries, so long as no
Default or Event of Default has occurred and is continuing and provided that the Loan Parties are in compliance with all covenants (including
financial covenants) set forth in this Agreement prior to and on a pro forma basis upon giving immediate effect to each such Tax
Distribution.


 


Section 2.04.
Amendment to Section 6.09 (Transactions with Affiliates). Section 6.09 of the Credit Agreement is hereby amended to
replace clause "(e)" with the following:


 


(e) issuance
of the Management Equity in accordance with the terms and conditions set forth in the Management Equity Documentation.


 



    3


     


    




Section 3.
Amendment And Modification of Security Agreement. In connection with the amendments set forth above, Section 4.17(c) of
the Security Agreement is hereby amended as set forth below:


 


(c) 
All cash Disposition Proceeds Collateral shall either be applied in accordance with the provisions of Section 2.03.4 of the Credit
Agreement, or reinvested in accordance with the terms of the Credit Agreement; provided, however, the cash Disposition Proceeds
Collateral arising from the issuance of the Management Equity to Todd Skelton, may be used by the Loan Parties for working capital and
general corporate purposes, subject to the terms, covenants, and limitations set forth in the Credit Agreement, including, for the avoidance
of doubt, the negative covenants set forth in Article 6 thereof.


 


Section 4.
Membership Interest Certificate under the Management Equity Documentation. Parent Holdings Guarantor and [*****] Holdings
agree that, promptly upon issuance of the Management Equity, they will issue and deliver, or cause to be issued and delivered, to counsel
to the Administrative Agent, a replacement certificate evidencing the remaining 90% membership interest held by Parent Holdings Guarantor
in [*****] Holdings. In connection therewith, Schedule 1 to the Escrow Agreement shall be amended to reflect the new certificate representing
such 90% membership interest. To facilitate the issuance of the Management Equity in accordance with the terms of the Credit Agreement,
as amended hereby, the undersigned Lenders hereby confirm that the Administrative Agent shall be permitted to join with the relevant
Loan Parties in Release Instructions to the Escrow Agent to obtain and permit the Capital Stock certificate in [*****] Holdings to be
temporarily released for exchange and replacement with the new certificates issued to [*****] Holdings and Todd Skelton set forth herein.
It is understood and agreed that the new certificate representing the 90% membership interest issued to [*****] Holdings shall, thereafter,
be immediately subject to the Escrow Agreement and returned to the Escrow Agent. [*****] Holdings represents that the new certificate
representing the 10% membership interest of Todd Skelton (“Skelton Certificate”) will be subject to a new escrow agreement
(“Skelton Certificate Escrow”) among Automile Parent Guarantor, as lender, Todd Skelton, as borrower, and Wilmington Trust,
N.A., as escrow agent, substantially in the form of the Escrow Agreement. If, prior to payment in full of the Obligations, the promissory
note included in the Management Equity Documentation is repaid in full or the Skelton Certificate otherwise released from the Skelton
Certificate Escrow, unless the Administrative Agent otherwise agrees in writing, the Skelton Certificate shall be promptly delivered
to the Escrow Agent and shall be subject to the Escrow Agreement.


 


Section 5.
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 5.01
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.


 



    4


     


    




Section 5.02
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.


 


Section 5.03
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 5.04  Events
of Default. No Defaults or Events of Default exist.


 


Section 5.05
                           
. Upon execution and delivery of this Amendment and the                            ,
there are no unsatisfied conditions precedent to the approval of Todd Skelton as Dealer Principal for [*****] Holdings and its Subsidiaries,
except as set forth in the                            .
The Loan Parties agree to deliver to the Administrative Agent copies of any correspondence from        
  concerning the satisfaction of such conditions.


 


Section 6. Conditions
Precedent. It shall be a condition precedent to the agreements of the Administrative Agent and the Lenders hereunder that
(a) this Amendment shall have been executed by Administrative Agent, the Required Lenders, and each of the Loan Parties, and
each of such 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) executed copies of the                             shall
have been received, and (c) executed copies of the Management Equity Documentation in the forms delivered prior hereto and
posted on the Platform for review by the Lenders shall have been received.


 


Section 7.
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 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 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.


 



    5


     


    




Section 9. Limited
Amendment and Consent. Except to the extent amended pursuant to Sections 2, 3, and 4 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 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, 3, and 4 hereof. This Amendment shall not extend the terms of the Credit Documents or the Maturity Date of any of the
Loans or other Obligations. 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 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, for 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 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.


 



    6


     


    




Section 13.
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.


 


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. Further, each person executing this letter agrees
that the electronic signatures, whether pdf, scanned, digital, encrypted, captured or otherwise attached or imposed hereto, are intended
to authenticate this Amendment and to have the same force and effect of manual signatures. By signing below, each person, in their individual
capacity, executing this letter represents and warrants to and covenants to the Credit Parties that said signer is executing this Amendment
on behalf of a Borrower or Guarantor and is duly authorized and empowered to do so and to bind such Borrower and/or Guarantor to the
terms hereof.


 


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]


 



    7


     


    




Signature
Page To Tenth 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.


 


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



 






    


     


    

 




 


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


 


BORROWERS:


 


	AUTOMILE TY HOLDINGS, LLC,	 	AMR REAL ESTATE HOLDINGS, LLC,
	AMR AUTO HOLDINGS - TY, LLC,	 	A Delaware limited liability company
	AMR AUTO HOLDINGS - TH, LLC,	 	 
	AMR AUTO HOLDINGS - TO, LLC,	 	By:	/s/ Todd R. Skelton
	AMR AUTO HOLDINGS - LN, LLC, LUPO LLC,	 	 	Todd R. Skelton,
	AMR AUTO HOLDINGS - PA, LLC,	 	 	Chief Executive Officer
	AMR AUTO HOLDINGS - ACII,	 	 
	LLC, AMR AUTO HOLDINGS - SB,	 	AMR AUTO HOLDINGS - MW, LLC,
	LLC, AMR AUTO HOLDINGS - HD,	 	AMR AUTO HOLDINGS -  AC, LLC,
	LLC, AMR AUTO HOLDINGS - VH,	 	AMR AUTO HOLDINGS -  HN, LLC,
	LLC, AMR AUTO HOLDINGS - SN,	 	AMR AUTO HOLDINGS - MH, LLC,
	LLC, AMR AUTO HOLDINGS - BG,	 	AMR AUTO HOLDINGS -  FA, LLC,
	LLC, SACO AUTO HOLDINGS - VW, LLC, STARETZ, LLC,	 	AMR AUTO HOLDINGS - MM, LLC,
	HANOVER   AUTOMOTIVE HOLDINGS, LLC,	 	SACO AUTO HOLDINGS - FLMM, LLC,
	AMR AUTO HOLDINGS - SM, LLC,	 	SACO AUTO HOLDINGS - HN, LLC,
	AMR AUTO HOLDINGS - VS, LLC,	 	SAWDRAN, LLC,
	AMR AUTO HOLDINGS - NC, LLC,	 	AMR AUTO HOLDINGS - PO, LLC,
	AMR AUTO HOLDINGS - SH, LLC,	 	AMR AUTO HOLDINGS - LC, LLC,
	AMR AUTO HOLDINGS - CH, LLC,	 	AMR AUTO HOLDINGS - JS, LLC,
	PRIME  FLIP, LLC,	 	AMR AUTO HOLDINGS - MINR, LLC,
	AMR AUTO HOLDINGS - VWN, LLC, AMR AUTO HOLDINGS -  WPWN,	 	AMR AUTO HOLDINGS - LH, LLC,
	Each a Delaware liability company	 	AMR AUTO HOLDINGS - MN, LLC,
	 	 	AMR AUTO HOLDINGS - BN, LLC,



 


	By:	 /s/ Kevin P. Westfall	 	AMR AUTO HOLDINGS -  BR, LLC,
	 	Kevin P. Westfall,	 	AMR AUTO HOLDINGS - R, LLC,
	 	Interim CEO	 	 



 


	 	 	By:	 /s/ Todd R. Skelton
	AMR AUTO DISTRIBUTORS INC.,	 	 	Todd R. Skelton,
	A Massachusetts corporation	 	 	Chief Executive Officer



 


	 	 	 
	By:	/s/ Kevin P. Westfall	 	AUTOMILE HOLDINGS , LLC,
	 	Kevin P. Westfall,	 	A Delaware limited liability company
	 	Interim CEO	 	 



 


	 	 	By:	 /s/ Todd R. Skelton
	 	 	 	Todd R. Skelton,
	 	 	 	Chief Executive Officer



 







    


    


    

 


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


 


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



 






    


    


    

 


Signature
Page To Tenth 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: 	 
	 	 	Vice President



 






    


    


    

 


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


 


	 	LENDER:
	 	 
	 	TRUIST BANK, As a Lender
	 	 
	 	By:	/s/ Stefanie Cannella
	 	 	Name: Stefanie Cannella
	 	 	Title: First Vice President



 






    


    


    

 


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


 





	 	LENDER:
	 	 
	 	MERCEDES-BENZ FINANCIAL SERVICES USA LLC.
	 	As
a Lender
	 	 
	 	 
	 	By:	
	 	 	Michele Nowak.
	 	 	Credit Director. National Accounts


 






    


    


    

 


Signature
Page To Tenth Amendment to Amendedand Restated Credit Agreement and Amendment to Security Agreement - Continued:


 





	 	LENDER:
	 	 
	 	[*****]                             
      CORPORATION,
	 	As
a Lender
	 	 
	 	 
	 	By:	/s/ Gerald Jules
	 	 	Gerald Jules,
	 	 	National
Manager, National Accounts


 






    


    


    

 


Signature
Page To Tenth 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
	 	As a Lender
	 	 
	 	 
	 	By:	/s/ Mark C. Mazmanian
	 	 	Mark C. Mazmanian,
	 	 	First Senior Vice President


 






    


    


    

 


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


 





	 	LENDER:
	 	 
	 	KEYBANK
NAT ION AL ASSOCIATION,
	 	As a Lender
	 	 
	 	 
	 	By:	/s/ Andrew Scott
	 	 	Andrew Scott
	 	 	SVP


 






    


    


    

 


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


 





	 	LENDER:
	 	 
	 	VW
CREDIT, IN C.,
	 	As a Lender
	 	 
	 	 
	 	By:	/s/ Illegible
	 	 	Title


 






    


    


    

 


Schedule 4.03


 


	Matter	Action
    Type	Commencement
	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: 1982CV00925	Civil
    Action	7/19/19;

    Amended 11/26/19

	David
    Rosenberg, Claimant, v. Automile Holdings, LLC, Respondent, JAMS Boston, JAMS Arbitration Ref. No. 1400018385.	Arbitration
    proceeding for disputes under Rosenberg employment agreement.	Amended
    Demand for Arbitration filed 6/8/2020
	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
	Saco
    Auto Holdings VW, LLC, d/b/a Prime Volkswagen, Petitioner, v. Volkswagen Group of America, Inc., Respondent, Maine
    Motor Vehicle Franchise Board, Case No. M.V.Bd.No. 20-01.	Franchise
    termination protest action with the Maine Motor Vehicle Franchise Board	Original
    Complaint 4/9/20
	GPB
    Capital Holdings, LLC, AMR Auto Holdings - VWN, LLC and Automile Parent Holdings, LLC, Plaintiffs, v. Volkswagen of America, Inc.,
    Defendant, Norfolk County Superior Court, Massachusetts, Civil Action No. 2082CV00368	Franchise
    termination protest action with state court	Original
    Complaint 4/3/20
	AMR
    Auto Holdings – PA, LLC, Plaintiff, v. Audi of America, Inc. an operating unit of Volkswagen Group of America, Inc.,
    Defendant, U.S. District Court for the District of Massachusetts, Civil No. 20-10861	Franchise
    termination protest action, originally filed in state court in Norfolk County, MA, removed by Defendant to federal court	State Action filed 4/3/20 Notice of

    Removal from

    state court to federal court
    5/6/20