Exhibit
10.35


 


AMENDMENT
NO. 1 TO LOAN DOCUMENTS


 


Quality
Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”),
Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky
limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”, and each
individually, a “Borrower”), and PNC Bank, National Association (“Lender”) agree as follows
effective as of October 1, 2019 (the “Effective Date”):


 


	1.	Recitals.



 


		1.1	As
                                            of December 20, 2018, Borrowers and Lender entered into a Revolving Credit, Term Loan and
                                            Security Agreement (as amended, extended, modified, or restated, the “Credit Agreement”)
                                            pursuant to which Borrowers executed and delivered to Lender certain Other Documents, including
                                            a Revolving Credit Note dated as of even date with the Credit Agreement (the “Revolving
                                            Credit Note”). Capitalized terms used herein and not otherwise defined will have
                                            the meanings given such terms in the Credit Agreement, as amended. The Credit Agreement,
                                            the Other Documents, and all related loan and/or security documents related thereto are referred
                                            to herein as the “Loan Documents”.



 


		1.2	The
                                            Loan Documents are amended as set forth in this Amendment No. 1 to Loan Documents (this “Amendment”).



 


	2.	Amendments.



 


		2.1	The
                                            definition of Maximum Revolving Advance Amount set forth in Section 1.2 of the Credit Agreement
                                            is hereby amended and restated by the following:



 


“Maximum
Revolving Advance Amount” shall mean $50,000,000 through and including February 28, 2020, and $40,000,000 at all times thereafter.


 


		2.2	The
                                            definition of Revolving Note Maturity Date set forth in Section 1.2 of the Credit Agreement
                                            is hereby amended and restated by the following:



 


“Revolving
Note Maturity Date” shall mean September 30, 2020.


 


		2.3	The
                                            maximum principal amount set forth in the third paragraph of the Revolving Credit Note is
                                            hereby amended from FORTY MILLION DOLLARS ($40,000,000) to FIFTY MILLION DOLLARS ($50,000,000).
                                            The reference to the $40,000,000 principal amount of the Revolving Credit Note on the top
                                            of the first page thereof is hereby amended from $40,000,000 to $50,000,000.



 


	3.	Representations,
                                            Warranties and Covenants. To induce Lender to enter into this Amendment, each Borrower
                                            represents, warrants, and covenants, as applicable, as follows:



 


		3.1	Representations
                                            and Warranties. The representations and warranties of Borrowers contained in the Loan
                                            Documents are deemed to have been made again on and as of the Effective Date, except to the
                                            extent that such representations and warranties were expressly limited to an earlier date.



 


		3.2	No
                                            Defaults. No Event of Default or Default exists on the Effective Date.



 








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		3.3	No
                                            Claims. Each Borrower represents and warrants that it has no claims, counterclaims, setoffs,
                                            actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether
                                            at law or in equity, in contract or in tort, existing as of the Effective Date (collectively,
                                            “Claims”) against Lender, its direct or indirect parent corporations or
                                            any direct or indirect Affiliates of such parent corporations, or any of the foregoing's
                                            respective directors, officers, employees, agents, attorneys and legal representatives, or
                                            the heirs, administrators, successors or assigns of any of them (collectively, “Lender
                                            Parties”) that directly or indirectly arise out of, are based upon or are in any
                                            manner connected with any Prior Related Event. As an inducement to Lender to enter into this
                                            Amendment, each Borrower on behalf of itself, and all of its respective successors and assigns
                                            hereby knowingly and voluntarily releases and discharges all Lender Parties from any and
                                            all Claims, whether known or unknown in existence as of the Effective Date, that directly
                                            or indirectly arise out of, are based upon or are in any manner connected with any Prior
                                            Related Event. As used herein, the term “Prior Related Event” means any
                                            transaction, event, circumstance, action, failure to act, occurrence of any sort or type,
                                            whether known or unknown, which occurred, existed, was taken, permitted or begun at any time
                                            prior to the Effective Date or occurred, existed, was taken, was permitted or begun in accordance
                                            with, pursuant to or by virtue of any of the terms of the Loan Documents or any documents
                                            executed in connection with the Loan Documents or which was related to or connected in any
                                            manner, directly or indirectly to the extension of credit represented by the Loan Documents
                                            or the relationship between Borrowers and Lender.




 


		3.4	Authorization.
                                            The Person executing this Amendment for each Borrower is a duly elected officer or member
                                            of each Borrower or its sole member and is duly authorized by the board of directors or other
                                            governing authority of such Borrower to execute and deliver this Amendment on behalf of it.
                                            Each Borrower has the full right, power and authority to enter into this Amendment and the
                                            related documents and to perform its respective obligations hereunder.



 


		3.5	No
                                            Misrepresentations. No information or material submitted to Lender in connection with
                                            this Amendment contains any material misstatement or misrepresentation nor omits to state
                                            any material fact or circumstance.



 


		3.6	No
                                            Conflicts. The execution and delivery of this Amendment and the related documents, and
                                            the performance by each Borrower of its respective obligations do not and will not conflict
                                            with any provision of law or the Organizational Documents of Borrowers or of any agreement
                                            binding upon Borrowers.



 


		3.7	Enforceability.
                                            This Amendment and each of the related documents is a valid and binding obligation of Borrowers,
                                            enforceable against Borrowers in accordance with its terms.



 


		3.8	Ratification.
                                            Except as expressly modified herein, the Loan Documents, as amended, are and remain in full
                                            force and effect. The Loan Documents are hereby ratified and confirmed as the continuing
                                            obligation of Borrowers. Each Borrower hereby reaffirms and re-grants to Lender a security
                                            interest in and lien upon all of the Collateral.



 


		3.9	Intercreditor
                                            Agreement. The Intercreditor Agreement is and remains in full force and effect. No notice
                                            to or consent of any party to the Intercreditor Agreement is required in connection with
                                            this Amendment.



 






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		3.10	Fees
                                            and Expenses. Borrowers will pay to Lender all reasonable attorneys’ fees and expenses
                                            of Lender incurred in connection with this Amendment, and all related documentation. Such
                                            fees and expenses may be charged by Lender to Borrowers as a Revolving Advance or to any
                                            account of a Borrower with Lender.



 


	4.	Conditions
                                            Precedent. The closing and effectiveness of this Amendment is subject to the following
                                            conditions precedent:



 


		4.1	Amendment.
                                            Lender shall have received this Amendment and related Ratification executed by Borrowers
                                            and Guarantors, respectively.



 


		4.2	Incumbency
                                            Certificates. Lender shall have received a certificate of an officer of each Borrower
                                            certifying to the incumbency of the Person executing this Amendment on behalf of each such
                                            Borrower.



 


		4.3	Representations
                                            and Warranties. The representations and warranties of Borrowers herein will be true.



 


		4.4	Other.
                                            All corporate and other proceedings, and all documents, instruments and other legal matters
                                            in connection with this Amendment all the related documentation shall be satisfactory in
                                            form and substance to Lender and its counsel.



 


	5.	General.



 


		5.1	This
                                            Amendment is an “Other Document” as defined in the Credit Agreement.



 


		5.2	Nothing
                                            contained herein will be construed as waiving any Default or Event of Default under the Loan
                                            Documents or will affect or impair any right, power or remedy of Lender under or with respect
                                            to the Loan Documents, as amended, or any agreement or instrument guaranteeing, securing
                                            or otherwise relating to any of the Advances.



 


		5.3	All
                                            representations and warranties made by Borrowers herein will survive the execution and delivery
                                            of this Amendment.



 


		5.4	This
                                            Amendment will be binding upon and inure to the benefit of Borrowers and Lender and their
                                            respective successors and assigns.



 


		5.5	This
                                            Amendment will in all respects be governed and construed in accordance with the laws of the
                                            State of Ohio.



 


		5.6	A
                                            copy of this Amendment may be attached to the Revolving Credit Note as an allonge.



 


		5.7	This
                                            Amendment and the documents and instruments to be executed hereunder constitute the entire
                                            agreement among the parties with respect to the subject matter hereof and shall not be amended,
                                            modified or terminated except by a writing signed by the party to be charged therewith.



 


		5.8	Each
                                            Borrower agrees to execute such other instruments and documents and provide Lender with such
                                            further assurances as Lender may reasonably request to more fully carry out the intent of
                                            this Amendment.



 


		5.9	This
                                            Amendment may be executed in a number of identical counterparts. If so, each such counterpart
                                            shall collectively constitute one agreement. Any signature delivered by a party by facsimile
                                            transmission or other electronic means shall be deemed to be an original signature hereto.



 






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		5.10	No
                                            provision of this Amendment is intended or shall be construed to be for the benefit of any
                                            third party.



 


		5.11	THE
                                            PARTIES EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
                                            OF ACTION ARISING UNDER THIS AMENDMENT.



 


		5.12	EACH
                                            BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT SUCH BORROWER MAY
                                            HAVE TO CLAIM OR RECOVER FROM LENDER IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY,
                                            PUNITIVE OR CONSEQUENTIAL DAMAGES.



 


Signature
Pages Follow


 






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Signature
Page to Amendment No. 1 to Loan Documents (QG)


 


	 	Quality
    Gold, Inc.
	 	 
	 	By:
    	 /s/
    Michael Langhammer
	 	 	 	Michael
    Langhammer
	 	 	 	Chief
    Executive Officer
	 	 
	 	MTM,
    Inc.
	 	 
	 	By:
    	 /s/
    Michael Langhammer
	 	 	 	Michael
    Langhammer
	 	 	 	Vice
    President
	 	 
	 	Gold
    Limited Liability Company
	 	 
	 	By:	 /s/
    Michael Langhammer
	 	 	 	Michael
    Langhammer
	 	 	 	Chief
    Financial Officer
	 	 
	 	LogoArt
    LLC
	 	 
	 	By:
    	 /s/
    Michael Langhammer
	 	 	 	Michael
    Langhammer
	 	 	 	Manager







 






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Signature
Page to Amendment No. 1 to Loan Documents (QG)


 


	 	PNC
    Bank, National Association
	 	 
	 	By:	 /s/
    J. Kevin Brown
	 	 	 	J.
    Kevin Brown
	 	 	 	Senior
    Vice President




 






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Ratification
of Guaranty


 


Each
of the undersigned guarantors (jointly and severally if more than one, the “Guarantor”) consents to the provisions
of the foregoing Amendment No. 1 to Loan Documents (the “Amendment”) and all prior amendments (if any) and confirms
and agrees that: (a) the Guarantor’s obligations under its Guaranty in favor of PNC Bank, National Association dated as of December
20, 2018 (collectively if more than one, the “Guaranty”) shall be unimpaired by the Amendment; (b) the Guarantor has
no claims, defenses, set offs, counterclaims, discounts or charges of any kind against Lender, its officers, directors, employees, agents
or attorneys with respect to the Guaranty and all claims, defenses, set offs, counterclaims, discounts or charges, if any, are hereby
released; and (c) all of the terms, conditions and covenants in the Guaranty remain unaltered and in full force and effect and are hereby
ratified and confirmed and apply to the Obligations, as modified by the Amendment. The Guarantor certifies that all representations and
warranties made in the Guaranty are true and correct. Capitalized terms used herein and not defined have the meanings set forth in the
Amendment. The Guarantor hereby confirms that all Collateral for the Obligations, including liens, security interests, mortgages, and
pledges granted by the Guarantor or third parties (if applicable) to Lender, shall continue unimpaired and in full force and effect,
shall cover and secure all of the Guarantor’s existing and future Obligations to Lender, as modified by the Amendment.


 


	 	Gold/Gold/Gold,
    Inc.
	 	 
	 	By:	 /s/
    Michael Langhammer
	 	 	 	Michael
    Langhammer
	 	 	 	Chief
    Financial Officer
	 	 
	 	QGM,
    LLC
	 	 
	 	By:	 /s/
    Michael Langhammer
	 	 	 	Michael
    Langhammer
	 	 	 	Manager
	 	 
	 	QG
    Refining, LLC
	 	 
	 	By:	 /s/
    Michael Langhammer
	 	 	 	Michael
    Langhammer
	 	 	 	President/Treasurer
	 	 
	 	J&M
    Group Holdings Inc.
	 	 
	 	By:	 /s/
    Michael Langhammer
	 	 	 	Michael
    Langhammer
	 	 	 	President/Secretary
	 	 
	 	J&M
    Group Holdings Italy, LLC
	 	 
	 	By:	 /s/
    Michael Langhammer
	 	 	 	Michael
    Langhammer
	 	 	 	President/Treasurer




 






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