Exhibit 10.7


 


Execution
Version


 


SIXTH
AMENDMENT TO 


AMENDED
AND RESTATED CREDIT AGREEMENT 

AND REPLACEMENT OF EQUITY OFFSET AGREEMENT


 


THIS
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND REPLACEMENT OF EQUITY OFFSET AGREEMENT (“Amendment”) is dated
to be effective as of the ______ day of May , 2019 (“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 “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 Waiver dated as of December 15, 2017 (“First Amendment”),
a Second Amendment dated as of May 1, 2018 (“Second Amendment”), a Third Amendment dated as of June 29, 2018 (“Third
Amendment”), a Fourth Amendment dated as of September 21, 2018 (“Fourth Amendment”), and a Fifth Amendment dated as
of February 5, 2019 (“Fifth Amendment,” and the aforesaid Amended and Restated Credit Agreement, as amended pursuant to the
First Amendment, Second Amendment, Third Amendment, Fourth Amendment, and Fifth Amendment, collectively, 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 Sections 5.08.2(c) and (d) of the Credit Agreement, the Obligors are required to deliver audited financial statements and related
financial reporting of GPB Prime and its Subsidiaries no later than one hundred twenty (120)      calendar days
after the end of each Fiscal Year. The Obligors failed to timely provide such financial statements for the Fiscal Year 2018 (“Covenant
Violation”). The Obligors have requested an extension of the time for delivery of such reporting for their 2018 Fiscal Year until
May 31, 2019 (“Audit Extension”). Pursuant to Section 7.01.2(b) of the Credit Agreement, on May 13, 2019, the Administrative
Agent delivered and the Borrower Representative received written notice of the Covenant Violation (“Notice Letter”).


 


In
addition, M&T Bank and the Borrowers desire to terminate their Equity Offset Agreements in their existing form and replace all of
them with a new provision in the Credit Agreement as set forth below in this Amendment (“Equity Offset Amendment”).


 


The
Administrative Agent and the Required Lenders have agreed to enter into this Amendment with the Obligors in order to provide for the
Audit Extension, to amend the Credit Agreement to provide for the Equity Offset Amendment, and to amend the Credit Agreement in certain
other respects in connection therewith, 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.






    1 


     

    


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. The Credit Agreement is hereby amended as set
forth below:


 


a.            
Section 1.02 of the Credit Agreement is hereby amended to add the following


 


additional
definitions:


 


“Floor
Plan Interest Reduction” has the meaning provided to such term in Section 2.22 of this Agreement.


 


“Floor
Plan Interest Reduction Balance” has the meaning provided to such term in Section 2.22 of this Agreement.


 


b.             A
new Section 2.22, as set forth below, is hereby added to Article 2 of the Credit Agreement and any and all Equity Offset Agreements outstanding
prior hereto between M&T Bank and any Borrowers are hereby terminated and replaced.


 


Section
2.22.           Floor Plan Interest Reduction Balance.


 


(a)             Floor
Plan Interest Reduction Balance. The Borrower Representative hereby requests and the Administrative Agent hereby establishes for
the Borrowers a floor plan aggregate interest reduction payment feature (the “Floor Plan Interest Reduction Balance”).
The Floor Plan Interest Reduction Balance does not constitute a deposit account, and the Borrowers shall have no right or interest in
any amounts in such Floor Plan Interest Reduction Balance. The Floor Plan Interest Reduction Balance is intended to permit voluntary
reductions in the Outstanding Amounts of the Floor Plan Committed Loans under the Floor Plan Facility pursuant to this Agreement and
the Floor Plan Notes. Any amounts paid by the Borrowers into the Floor Plan Interest Reduction Balance shall be available for re-advance
to the Borrowers only in accordance with this Section 2.22.


 


(b)            Payments
and Advances. The Borrowers may, at their discretion, make payments to the Floor Plan Interest Reduction Balance, which payments
shall represent and be deemed to be prepayments of the Floor Plan Committed Loans. So long as there is no continuing Default or Event
of Default under this Agreement or the Floor Plan Notes, or any demand for payment of the Floor Plan Committed Loans thereunder, amounts
in the Floor Plan Interest Reduction Balance may be re- advanced to the Borrowers upon submission by the Borrowers of a written or electronic
request pursuant to Section 2.01 hereof and subject to such other procedures established by the Administrative Agent with respect to
the Floor Plan Interest Reduction Balance. Such advances shall be subject to all of the terms, conditions, and limitations set forth
in this Section 2.22. Payments into the Floor Plan Interest Reduction Balance are limited to two (2) per Business Day and advances from
the Floor Plan Interest Reduction Balance are limited to two (2) per Business Day, with each such transaction to be in an amount of at
least $50,000; provided, the Borrowers may request an advance of less than $50,000 if such amount constitutes the entire balance
in the Floor Plan Interest Reduction Balance at the time of such request.






    2 


     

    





(c)             Application
to Reduce Principal. For purposes of computing the interest due with respect to Floor Plan Committed Loans, the principal balance
outstanding on account of the Floor Plan Committed Loans shall be deemed reduced by the average daily amount as of the close of business
on deposit in the Floor Plan Interest Reduction Balance during the period for which interest is being calculated (the “Floor
Plan Interest Reduction”) and interest will be determined as set forth in Section 2.05 of this Agreement after giving effect
to the Floor Plan Interest Reduction; provided, however, notwithstanding the amount on deposit in the Floor Plan Interest Reduction
Balance at any time, the maximum amount of the Floor Plan Interest Reduction under this Section 2.22 shall not exceed an amount equal
to 50% of the outstanding principal balance of the Floor Plan Committed Loans for the relevant period. Notwithstanding anything herein
to the contrary, the Floor Plan Interest Reduction shall not: (i) subject the affected outstanding principal balances of the Floor Plan
Committed Loans to the Floor Plan Commitment Fee, if any, applicable under this Agreement or the Floor Plan Notes; (ii) limit or modify
any principal payment requirements; (iii) reduce the amount of the outstanding principal balance of Floor Plan Committed Loans for purposes
of determining any remaining availability under the Floor Plan Credit Facility; (iv) be used for the satisfaction of any curtailment
requirements; (v) impair the discretion of M&T Bank with respect to M&T Advances (as set forth in Section 2.02 above) or the
Administrative Agent discretion with respect to Floor Plan Committed Loan advances; (vi) impair or alter any rights of the Administrative
Agent or the Required Lenders to make demand for payment on the terms and conditions as set forth in this Agreement or the Floor Plan
Notes; or (vii) modify any other terms set forth elsewhere in this Agreement or the Floor Plan Notes.


 


(d)             Termination
of Floor Plan Interest Reduction Balance. At any time, upon thirty (30) days written notice to the Borrower Representative, the Administrative
Agent may terminate the Floor Plan Interest Reduction Balance, unless sooner terminated pursuant to the following sentence of this paragraph.
The Administrative Agent may terminate the Floor Plan Interest Reduction Balance without prior notice upon the occurrence and during
the continuance of any Default or an Event of Default, or upon demand having been made by the Administrative Agent or the Required Lenders
for immediate payment in full of the Floor Plan Committed Loans on the terms and conditions set forth in this Agreement. Upon any such
termination of the Floor Plan Interest Reduction Balance, the amounts held therein shall be (i) applied to the payment of the Floor Plan
Committed Loans or other Obligations as set forth in Section 8.05 of this Agreement, or (ii) so long as no Default or Event of Default
shall have occurred and be continuing, at the option of the Borrower Representative on behalf of the Borrowers, remitted to the Borrower
Representative.


 


(e)             Administrative
Agent’s Records Conclusive. No failure by the Administrative Agent in accounting for the Floor Plan Interest Reduction Balance
or Floor Plan Interest Reduction shall affect the obligations of the Borrowers’ to pay in full the principal and interest on account
of the Floor Plan Committed Loans and all other Obligations of the Borrowers to the Credit Parties. The records of the Administrative
Agent with respect to the Floor Plan Interest Reduction Balance and calculation of the Floor Plan Interest Reduction shall be conclusive.


 


c.            Section
7.01 of the Credit Agreement is hereby amended to add a new Section 7.01.15, as set forth below:


 


Section
7.01.15. Change in Management. The occurrence (voluntary or involuntary) of any event resulting in David Rosenberg (“Rosenberg”)
ceasing to be the chief executive officer, president or sole manager (as applicable) of all Loan Parties, unless, within 60 days after
such occurrence, a replacement for Rosenberg has been appointed by GPB Prime and approved by all of the respective Manufacturers.





    3 


     

    



Section
3.      Confirmation as to Certain Restricted Payments. For the avoidance of doubt, it is hereby confirmed
and agreed that “Restricted Payments,” as defined in the Credit Agreement, include, without limitation, any put, redemption,
or equity recapture options or agreements (whether or not exercised, and including any cash payments of accrued interest thereon) held
by or for the benefit of David Rosenberg or any other Person included in the Rosenberg Group, and no such Restricted Payments shall be
made by any of the Loan Parties without the prior written consent of the Required Lenders.


 


Section
4.       Contingency and Succession Plan. As soon as available and, in any event, within thirty
(30) days from the Effective Date, GPB Prime shall provide to the Administrative Agent and the Lenders a written contingency and
succession plan, in form and substance reasonably acceptable to the Administrative Agent, including the steps and procedure which the
board of directors of GPB Prime would take to appoint a replacement executive in the event of an occurrence described in Section 7.01.15
of the Credit Agreement.


 


Section
5.      Annual Financial Statements. For the 2018 Fiscal Year only, the Required Lenders hereby agree
to allow the Audit Extension; provided, however, the Notice Letter shall remain in effect unless the annual financial statements
required under Sections 5.08.2(c) and (d) of the Credit Agreement are provided to the Administrative Agent and the Lenders on or before
May 31, 2019.


 


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, each of the Obligors make 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 Of Information. All information and data submitted by or on behalf of the Obligors 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
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. 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.





    4 


     

    



Section
9.      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. 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 all amendments set forth in Section 2 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 Obligors.
No consent, amendment, waiver, or other agreement hereunder shall constitute a course of dealing.


 


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 on or before the Effective Date and as a condition precedent to all agreements of the Credit Parties hereunder,
all outstanding Credit Party Expenses incurred by the Administrative Agent and presently invoiced in an amount equal to $47,750.10, and
promptly upon receipt of an invoice therefor, 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
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.


 


Section
13.  RELEASE. IN ORDER TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS AMENDMENT, EACH OF THE OBLIGORS
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 OBLIGORS, 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.






    5 


     

    



 


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]






    6 


     

    







Signature
Page To Sixth Amendment to Amended and Restated Credit Agreement and Replacement of Equity Offset 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/ David Gentile
	 	 	Name: David Gentile
	 	 	Title: Manager



 





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






     


     

    














Signature
Page To Sixth Amendment to Amended and Restated Credit Agreement and Replacement of Equity Offset Agreement - Continued:


 





	BORROWERS:	 	 
	 	 	 
	AUTOMILE TY 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,
	AUTOMILE HOLDINGS, LLC,	 	AMR AUTO HOLDINGS – LC, LLC,
	AMR AUTO HOLDINGS – MW, LLC,	 	AMR AUTO HOLDINGS –  SH, LLC,
	AMR AUTO HOLDINGS – PA, LLC,	 	AMR AUTO HOLDINGS – CH, LLC,
	AMR AUTO HOLDINGS – AC, LLC,	 	PRIME FLIP, LLC,
	AMR AUTO HOLDINGS – ACII, LLC,	 	AMR AUTO HOLDINGS – JS, LLC,
	AMR AUTO HOLDINGS – HN, LLC,	 	AMR AUTO HOLDINGS – MINR, LLC,
	AMR AUTO HOLDINGS – MH, LLC,	 	AMR AUTO HOLDINGS – MN, LLC,
	AMR AUTO HOLDINGS – SB, LLC,	 	AMR AUTO HOLDINGS – VWN, LLC,
	AMR AUTO HOLDINGS – HD, LLC,	 	AMR AUTO HOLDINGS – BN, LLC,
	AMR AUTO HOLDINGS – FA, LLC,	 	AMR AUTO HOLDINGS – BR, LLC,
	AMR AUTO HOLDINGS – VH, LLC,	 	AMR AUTO HOLDINGS – HNR, LLC,
	AMR AUTO HOLDINGS – MM, LLC,	 	AMR AUTO HOLDINGS – WPWN, LLC,
	AMR AUTO HOLDINGS – SN, LLC,	 	Each a Delaware limited liability company
	AMR AUTO HOLDINGS – BG, LLC,	 	 
	SACO AUTO HOLDINGS – FLMM, LLC,	 	 
	SACO AUTO HOLDINGS – HN, LLC,	 	By:	 
	SACO AUTO HOLDINGS – VW, LLC,	 		David Rosenberg,
	SAWDRAN, LLC,	 		Manager
	STARETZ, LLC,	 	 
	Each a Delaware limited liability company	 	 
	 	 	 
	AMR AUTO DISTRIBUTORS INC.,	 	AMR REAL ESTATE HOLDINGS, LLC,
	A Massachusetts corporation	 	A Delaware limited liability company
	 	 	 
	By:	 	 	By:	 
		David Rosenberg,	 		David Rosenberg,
		President	 		Manager





     


     

    


Signature
Page To Sixth Amendment to Amended and Restated Credit Agreement and Replacement of Equity Offset Agreement: – Continued: 





 





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


 





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





     


     

    



Signature
Page To Sixth Amendment to Amended and Restated Credit Agreement and Replacement of Equity Offset Agreement: – Continued:


 





	 	LENDER:
	 	 	 
	 	SUNTRUST BANK,
	 	As a Lender
	 	 	 
	 	By:	
	 	 	Name:	 
	 	 	Title:	 






     


     

    



Signature
Page To Sixth Amendment to Amended and Restated Credit Agreement and Replacement of Equity Offset Agreement: – Continued:


 





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






     


     

    


Signature
Page To Sixth Amendment to Amended and Restated Credit Agreement and Replacement of Equity Offset Agreement: – Continued:


 





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






     


     

    


Signature
Page To Sixth Amendment to Amended and Restated Credit Agreement and Replacement of Equity Offset Agreement: – Continued:


 





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




     


     

    






Signature
Page To Sixth Amendment to Amended and Restated Credit Agreement and Replacement of Equity Offset Agreement: – Continued:


 





	 	LENDER:
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,
	 	As a Lender
	 	 
	 	By:	 
	 		Name:	     
	 	 	Title:	 





     


     

    






Signature
Page To Sixth Amendment to Amended and Restated Credit Agreement and Replacement of Equity Offset Agreement: – Continued:


 










	 	LENDER:
	 	 	 
	 	TD BANK, N.A.,
	 	As a Lender
	 	 	 
	 	By:	 
	 		Name:	 
	 	 	Title:	 






     


     

    



Signature
Page To Sixth Amendment to Amended and Restated Credit Agreement and Replacement of Equity Offset Agreement: – Continued:


 





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