Exhibit 10.8


Execution Copy


 


FOURTH AMENDMENT
TO CREDIT AGREEMENT


 


FOURTH
AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of February 19, 2015, by and among


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION, successor by merger to WELLS FARGO RETAIL FINANCE, LLC ("Lender"),


 


GREAT
AMERICAN GROUP WF, LLC, a California limited liability company ("Original Borrower"), and


 


GA RETAIL,
INC., a California corporation, together with any other affiliate of Original Borrower party to the Credit Agreement from time
to time as a borrower (such affiliates, together with Original Borrower, each a "Borrower" and collectively "Borrowers",
and, together with Riley Financial (defined below), Great American (defined below), and/or any Subsidiary of any of the foregoing
which is or which becomes a party to any Loan Document from time to time, the "Credit Parties").


 


WHEREAS:


 


A.           Borrowers and Lender are party to that certain Second Amended & Restated Credit Agreement dated as of
July 15, 2013 (as amended by that certain First Amendment to Credit Agreement and Limited Consent and Waiver, dated May 28, 2014,
as further amended by that certain Second Amendment to Credit Agreement, dated as of August 28, 2014, as further amended by that
certain Third Amendment to Credit Agreement and that certain Joinder to Loan Documents each dated as of February 5, 2015, and as
may be further amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the "Credit
Agreement"), pursuant to which Lender agreed, subject to the terms and conditions thereof, to extend credit and make certain
other financial accommodations available to Borrowers;


 


B.           B.
Riley Financial, Inc., a Delaware corporation, f/k/a Great American Group, Inc., a Delaware corporation ("Riley Financial")
and Great American Group, LLC, a California limited liability company ("Great American") are parties to that certain
Third Amended and Restated Guaranty dated as of July 15, 2013 (as may be amended, restated, supplemented or otherwise modified,
renewed or replaced from time to time, the "Guaranty"), pursuant to which Riley Financial and Great American jointly
and severally guaranteed to Lender payment of (among other things) obligations under the Credit Agreement and other Loan Documents
upon the terms set forth the Guaranty;


 


C.           Credit
Parties have requested that Lender agree to effect certain amendments to the Credit Agreement, all as more specifically set forth
herein, and Lender is willing to effect such amendment on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties signatory hereto agree as follows:


 


1.            Definitions.
Capitalized terms not otherwise defined herein shall have the respective meanings given such terms in the Credit Agreement.


 




    	 



    	 



    

 


2.            Amendments
to Credit Agreement. Effective as of the Effective Date, the Credit Agreement is hereby amended as follows:


 


(a)          The
following definition is inserted in the appropriate alphabetical order: "''Fourth Amendment Effective Date" shall
mean February 19, 2015."


 


(b)          The
definition of "Change of Control" is hereby amended by deleting clause (e) thereof and inserting the following in its
stead:


 


"(e)
Andrew Gumaer (i) ceases to be actively engaged in the management and day-to day operations and administration of Great American
or any Borrower, (ii) ceases to be a Continuing Director of B. Riley Financial, Inc., f/k/a Great American Group, Inc., or (iii)
ceases to be a Continuing Director of Great American."


 


(c)          The
definition of "Permitted Holder" is hereby deleted in its entirety and replaced with the following:


 


""Permitted
Holders" shall mean Harvey Yellen, Andrew Gumaer and Bryant Riley; provided, however, that, from and after the Fourth
Amendment Effective Date, the term 'Permitted Holders' shall no longer include Harvey Yellen."


 


3.            Representations
and Warranties. Borrowers represent and warrant to Lender that:


 


(a)          the
representations and warranties set forth in the Credit Agreement and in each of the other Loan Documents are true and correct on
and as of the date hereof, as though made on such date, and as if each reference therein to "this Agreement" or the "Credit
Agreement" or the like includes reference to this Amendment and the Credit Agreement as amended hereby (except to the extent
that such representations and warranties expressly relate to an earlier date, in which case they are true and correct as of such
earlier date);


 


(b)          the
execution, delivery and performance of this Amendment by each Credit Party (i) are all within such Credit Party's corporate
powers, (ii) are not in contravention of any Laws or the terms of such Credit Party's Organization Documents, or any
indenture, agreement or undertaking to which such Credit Party is a party or by which such Credit Party or its property is
bound, and (iii) shall not result in the creation or imposition of any lien, claim, charge or encumbrance upon any of the
Collateral, except in favor of Lender pursuant to the Credit Agreement and the other Loan Documents as amended hereby;


 


(c)          this Amendment and each other agreement or instrument to be executed and delivered
by Credit Parties in connection herewith have been duly authorized, executed and delivered by all necessary action on the part
of such Credit Party and, if necessary, its stockholders, as the case may be, and the agreements and obligations of each Credit
Party contained herein and therein constitute the legal, valid and binding obligations of such Credit Party, enforceable against
it in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, receivership,
moratorium or other laws affecting creditor's rights generally and by general principles of equity;


 


(d)          after
giving effect to this Amendment, no Default or Event of Default exists as of the date hereof; and


 




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(e)          no
action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other party (other than,
in each case, actions, filings or consents that have already been taken, made or obtained) is required to authorize, or is otherwise
required in connection with, the execution, delivery and performance of this Amendment.


 


4.          Conditions
Precedent. The amendments set forth in this Amendment shall not be effective until each of the following conditions precedent
are satisfied in a manner satisfactory to Lender (the "Effective Date"):


 


(a)          receipt
by Lender of this Amendment, duly authorized and executed by each Credit Party;


 


(b)          to
the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including, without limitation, reasonable
fees and expenses of Choate, Hall & Stewart LLP, counsel to the Agent) required to be reimbursed or paid by Credit Parties
pursuant to the terms of the Credit Agreement;


 


(c)          after
giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing, nor shall any Default or
Event of Default result from the consummation of the transactions contemplated herein; and


 


(d)          all
orders, permissions, consents, approvals, licenses, authorizations and validations of, and filings, recordings and registrations
with, and exemptions by, any Governmental Authority, or any other Person required to authorize or otherwise required in connection
with the execution, delivery and performance by each Credit Party of this Amendment and the transactions contemplated, shall have
been obtained and shall be in full force and effect.


 


5.            Effect on Loan Documents. As amended hereby, the Credit Agreement and the other Loan Documents shall
be and remain in full force and effect in accordance with their terms and hereby are ratified and confirmed by each Credit Party
in all respects. The execution, delivery, and performance of this Amendment shall not operate as a waiver of any right, power,
or remedy of Lender under the Credit Agreement or the other Loan Documents. Each Credit Party hereby ratifies and confirms in all
respects all of its obligations and any prior grant of a security interest under the Credit Agreement and the other Loan Documents.


 


6.            Further
Assurances. Each Credit Party shall execute and deliver all agreements, documents and instruments, each in form and substance
satisfactory to Lender, and take all actions as Lender may reasonably request from time to time, to perfect and maintain the perfection
and priority of the security interest in the Collateral held by Lender and to fully consummate the transactions contemplated under
this Amendment and the Credit Agreement, as modified hereby.


 


7.            Release. Each Credit Party hereby remises, releases, acquits, satisfies and forever discharges Lender,
its agents, employees, officers, directors, predecessors, attorneys and all others acting on behalf of or at the direction of Lender,
of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements,
variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had, or now has,
to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date
hereof, against Lender, its agents, employees, officers, directors, attorneys and all persons acting on behalf of or at the direction
of Lender ("Releasees"), for, upon or by reason of any matter, cause or thing whatsoever through the date hereof. Without
limiting the generality of the foregoing, each
Credit Party waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims,
claims, causes of action, setoffs or other rights they have or may have as of the date hereof, including, but not limited to, the
rights to contest any conduct of Lender or other Releasees on or prior to the date hereof.


 




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8.            No
Novation; Entire Agreement. This Amendment is not a novation or discharge of the terms and provisions of the obligations of
Credit Parties under the Credit Agreement and the other Loan Documents. There are no other understandings, express or implied,
among Credit Parties and Lender regarding the subject matter hereof or thereof.


 


9.            Governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.


 


10.          Counterparts;
Electronic Execution. This Amendment may be executed in any number of counterparts and by different parties and separate
counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, when taken
together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart
of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile or other electronic
transmission also shall deliver a manually executed counterpart of this Amendment but the failure to deliver a manually
executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.


 


11.          Construction.
This Amendment and the Credit Agreement shall be construed collectively and in the event that any term, provision or condition
of any of such documents is inconsistent with or contradictory to any term, provision or condition of any other such document,
the terms, provisions and conditions of this Amendment shall supersede and control the terms, provisions and conditions of the
Credit Agreement. Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement",
"hereunder", "herein", "hereof ' or words of like import referring to the Credit Agreement, and each reference
in the other Loan Documents to "the Credit Agreement", "thereunder", "therein", "thereof ' or
words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed as of the date first above written.


 


	 	GREAT AMERICAN GROUP WF, LLC, a California limited liability company
	 	 	 
	 	By:	/s/Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: CFO & COO
	 	 
	 	GA RETAIL, INC, a California corporation
	 	 
	 	By:	/s/Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: CFO & COO


 


[Signature Page to Fourth
Amendment to Credit Agreement]


 




    	 



    	 



    

  


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	/s/Joseph Burt
	 	Name: Joseph Burt
	 	Title: Director


 


[Signature Page to Fourth
Amendment to Credit Agreement]


 




    	 



    	 



    

 


ACKNOWLEDGEMENT
AND AGREEMENT


 


Each of the undersigned hereby
acknowledges and agrees to the provisions of the foregoing Amendment applicable to it, including but not limited to the releases
set forth in Section 7.


 





	 	B. RILEY FINANCIAL, INC., a Delaware corporation (f/k/a Great American Group, Inc.)
	 	 
	 	By:	/s/Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: CFO & COO
	 	 
	 	GREAT AMERICAN GROUP, LLC, a California limited liability company
	 	 
	 	By:	/s/Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: CFO & COO







 


[Signature Page to Fourth
Amendment to Credit Agreement]