Exhibit 102



		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		
			 
		

		
			﻿
		

		
			﻿
		

			
					
						﻿

					
					
						 

				
	
					
						Date:

					
					
						April 27, 2020

				
	
					
						To:

					
					
						MRC Global Lender Group

				
	
					
						From:

					
					
						Bank of America, N.A., as Agent

				
	
					
						Re:

					
					
						April 2020 Hilco Valuation Services Inventory Appraisal (the “April 2020 Inventory Appraisal”) pursuant to the Third Amended and Restated Loan, Security and Guarantee Agreement (as amended, the “Loan Agreement”); capitalized terms used in this Memorandum without definition shall have the meaning assigned to such terms in the Loan Agreement

				



		
			﻿
		

		
			Posted with this Memorandum is a copy of the April 2020 Inventory Appraisal.  
		

		
			The Net Orderly Liquidation Value percentages (the “NOLV percentages”) set forth in the April 2020 Inventory Appraisal decreased from the NOLV percentages set forth in the Inventory Appraisal conducted during 2019.  Notwithstanding such decrease in the NOLV percentages, Borrowers have requested that, for purposes of determining Net Orderly Liquidation Value in the inventory component of each of the Borrowing Bases, Agent and the requisite Lenders under the  Loan Agreement for the Requisite Jurisdictions (as defined below) consent (the “Requisite Consent”) to implementation of one-half of the relevant percentage decrease in the calculation of each Borrowing Base (as identified by jurisdiction in the table below), which will therefore result in the effective percentage rates for such inventory component of the Borrowing Bases as set forth in the right column of the table below (such proposed percentages, the “Stipulated Percentages”).  For purposes hereof, the term “Requisite Jurisdictions” means the United States and, unless the Borrowers otherwise notify the Agent, each other jurisdiction listed below.
		

			
					
						﻿

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Jurisdiction

					
					
						Proposed NOLV Percentage to be Implemented Promptly Following Memorandum Approval

					
					
						Multiplied by Advance Rate

					
					
						Effective Percentage Rate until next Inventory Appraisal or Adjustment

				
	
					
						Australia

					
					
						33.3%

					
					
						85%

					
					
						28.26%

				
	
					
						Belgium

					
					
						27.7%

					
					
						85%

					
					
						23.55%

				
	
					
						Canada

					
					
						44.9%

					
					
						85%

					
					
						38.12%

				
	
					
						Netherlands

					
					
						27.7%

					
					
						85%

					
					
						23.55%

				
	
					
						Norway

					
					
						30.2%

					
					
						85%

					
					
						25.67%

				
	
					
						U.K.

					
					
						30.9%

					
					
						85%

					
					
						26.27%

				
	
					
						U.S.

					
					
						57.5%

					
					
						85%

					
					
						48.88%

				



		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		﻿
		

		
			Pursuant to this Memorandum, the consenting Lenders agree that the Stipulated Percentages set forth in the table above may be utilized by Agent in the Requisite Jurisdictions for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement until such time as the next Inventory Appraisal is completed and implemented (or as otherwise adjusted as provided in the Loan Agreement), including pursuant to a potential supplemental appraisal in calendar year 2020 if Agent or Borrowers so request. 
		

		
			Please indicate the response of your institution by completing and returning the attached Response Form for your institution (including any branches or affiliates holding Commitments) by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).
		

		
			Upon obtaining the Requisite Consent, Borrowers have agreed to pay each Lender that returns its Response Form marked as consenting by the above deadline a consent fee equal to 10 basis points on such Lender’s Commitment.  In addition, if the Requisite Consent is obtained and Excess Availability falls below $200 million at any time prior to the next annual appraisal, Borrowers will agree to pay for an additional Inventory Appraisal.  Furthermore, Borrowers will agree not to send any Notices of Borrowing (or similar loan request) or request any Letters of Credit under the Loan Agreement if Excess Availability is or would be less than $200 million after giving effect thereto until after the completion and implementation of an additional Inventory Appraisal.
		

		
			For any questions, please contact Terry McKinney (terry.mckinney@bofa.com or 469-294-7110) of Bank of America.
		

		
			Thank you for your prompt attention to this matter. 
		

		
			﻿
		

		
			Sincerely,
		

		
			Bank of America, as Agent
		

		
			﻿
		

		
			[Response Forms Follow this Page]
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		Response Form
		

		
			﻿
		

		
			Please complete and return by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).  Please ensure that each branch or affiliate of your institution holding a Commitment signs and returns the form as appropriate.  
		

		
			﻿
		

		
			﻿
		

		
			Institution Name:  Bank of America
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Stipulated NOLV and Effective Rate Percentages for Inventory:
		

		
			﻿
		

		
			﻿
		

		
			______________Consents to utilization of the Stipulated Percentages for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement as set forth in the Memorandum.
		

		
			﻿
		

		
			﻿
		

		
			______________Does not consent.
		

		
			﻿
		

		
			BANK OF AMERICA, N.A., as a U.S. Lender
		

		
			﻿
		

		
			By: _______________________
		

		
			Name: Terrance O. McKinney
		

		
			Title:Senior Vice President
		

		
			﻿
		

		
			BANK OF AMERICA, N.A. (acting through its Canada Branch), 
as a Canadian Lender
		

		
			﻿
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		By:_______________________
		

		
			Name:
		

		
			Title:
		

		
			
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		
		

		
			BANK OF AMERICA, N.A. (acting through its London Branch), as a Belgian Lender, a Dutch Lender, and a Norwegian Lender 
		

		
			﻿
		

		
			﻿
		

		
			By: ________________________
		

		
			Name:Terrance O. McKinney
		

		
			Title:Senior Vice President
		

		
			﻿
		

		
			BANK OF AMERICA, N.A. (acting through its Australia Branch), as an Australian Lender
		

		
			﻿
		

		
			﻿
		

		
			By:_______________________
		

		
			Name:
		

		
			Title:
		

		
			
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		Response Form
		

		
			﻿
		

		
			Please complete and return by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).  Please ensure that each branch or affiliate of your institution holding a Commitment signs and returns the form as appropriate.  
		

		
			﻿
		

		
			﻿
		

		
			Institution Name:  JPMorgan Chase Bank
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Stipulated NOLV and Effective Rate Percentages for Inventory:
		

		
			﻿
		

		
			﻿
		

		
			______________Consents to utilization of the Stipulated Percentages for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement as set forth in the Memorandum.
		

		
			﻿
		

		
			﻿
		

		
			______________Does not consent.
		

		
			﻿
		

		
			﻿
		

		
			JPMORGAN CHASE BANK, N.A., as a U.S. Lender
		

		
			﻿
		

		
			By:___________________________
		

		
			Name:
		

		
			Title:
		

		
			﻿
		

		
			﻿
		

		
			JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		﻿
		

		
			By:___________________________
		

		
			Name:
		

		
			Title:
		

		
			﻿
		

		
			JPMORGAN CHASE BANK, N.A., SYDNEY BRANCH, as an Australian Lender
		

		
			﻿
		

		
			By:___________________________
		

		
			Name:
		

		
			Title:
		

		
			﻿
		

		
			JP MORGAN SECURIES PLC, as a Belgian Lender and a Norwegian Lender
		

		
			﻿
		

		
			By:___________________________
		

		
			Name:
		

		
			Title:
		

		
			﻿
		

		
			JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Dutch Lender and a UK Lender
		

		
			﻿
		

		
			By:___________________________
		

		
			Name:
		

		
			Title:
		

		
			﻿
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		Response Form
		

		
			﻿
		

		
			Please complete and return by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).  Please ensure that each branch or affiliate of your institution holding a Commitment signs and returns the form as appropriate.  
		

		
			﻿
		

		
			﻿
		

		
			Institution Name:  Wells Fargo Bank
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Stipulated NOLV and Effective Rate Percentages for Inventory:
		

		
			﻿
		

		
			﻿
		

		
			______________Consents to utilization of the Stipulated Percentages for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement as set forth in the Memorandum.
		

		
			﻿
		

		
			﻿
		

		
			______________Does not consent.
		

		
			﻿
		

		
			﻿
		

		
			WELLS FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender
		

		
			﻿
		

		
			By: _______________________
		

		
			Name:
		

		
			Title:
		

		
			 
		

		
			WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Lender
		

		
			﻿
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		By:________________________
		

		
			Name:
		

		
			Title:
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		WELLS FARGO BANK INTERNATIONAL UNLIMITED COMPANY, as a Belgian Lender and as a Norwegian Lender
		

		
			﻿
		

		
			By: _______________________
		

		
			Name:
		

		
			Title:
		

		
			﻿
		

		
			WELLS FARGO BANK, NATIONAL ASSOCIATION, LONDON BRANCH, as an Australian Lender, a Dutch Lender, and a UK Lender
		

		
			﻿
		

		
			﻿
		

		
			By: _______________________
		

		
			Name:
		

		
			Title:
		

		
			﻿
		

		
			﻿
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		Response Form
		

		
			﻿
		

		
			Please complete and return by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).  Please ensure that each branch or affiliate of your institution holding a Commitment signs and returns the form as appropriate.  
		

		
			﻿
		

		
			﻿
		

		
			Institution Name:  Barclays Bank plc
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Stipulated NOLV and Effective Rate Percentages for Inventory:
		

		
			﻿
		

		
			﻿
		

		
			______________Consents to utilization of the Stipulated Percentages for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement as set forth in the Memorandum.
		

		
			﻿
		

		
			﻿
		

		
			______________Does not consent.
		

		
			﻿
		

		
			﻿
		

		
			BARCLAYS BANK PLC, as a U.S. Lender, a Canadian Lender, an Australian Lender, a Norwegian Lender and a UK Lender 
		

		
			﻿
		

		
			By:___________________
		

		
			Name:
		

		
			Title:
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		Response Form
		

		
			﻿
		

		
			Please complete and return by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).  Please ensure that each branch or affiliate of your institution holding a Commitment signs and returns the form as appropriate.  
		

		
			﻿
		

		
			﻿
		

		
			Institution Name:  Goldman Sachs Lending Partners LLC
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Stipulated NOLV and Effective Rate Percentages for Inventory:
		

		
			﻿
		

		
			﻿
		

		
			______________Consents to utilization of the Stipulated Percentages for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement as set forth in the Memorandum.
		

		
			﻿
		

		
			﻿
		

		
			______________Does not consent.
		

		
			﻿
		

		
			﻿
		

		
			GOLDMAN SACHS LENDING PARTNERS LLC, as a U.S. Lender, a Belgian Lender, a Canadian Lender, a Dutch Lender, a Norwegian Lender and a UK Lender
		

		
			﻿
		

		
			By: ________________________
		

		
			Name:
		

		
			Title:
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		Response Form
		

		
			﻿
		

		
			Please complete and return by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).  Please ensure that each branch or affiliate of your institution holding a Commitment signs and returns the form as appropriate.  
		

		
			﻿
		

		
			﻿
		

		
			Institution Name:  U.S. Bank National Association
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Stipulated NOLV and Effective Rate Percentages for Inventory:
		

		
			﻿
		

		
			﻿
		

		
			______________Consents to utilization of the Stipulated Percentages for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement as set forth in the Memorandum.
		

		
			﻿
		

		
			﻿
		

		
			______________Does not consent.
		

		
			﻿
		

		
			﻿
		

		
			U.S. BANK NATIONAL ASSOCIATION, as a U.S. Lender, an Australian Lender, a Belgian Lender, a Dutch Lender, a Norwegian Lender and a UK Lender
		

		
			﻿
		

		
			By: _____________________
		

		
			Name:
		

		
			Title:
		

		
			
		

		
			U.S. BANK NATIONAL ASSOCIATION, CANADA BRANCH, as a Canadian Lender
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		﻿
		

		
			By: ______________________
		

		
			Name:
		

		
			Title:
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		Response Form
		

		
			﻿
		

		
			Please complete and return by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).  Please ensure that each branch or affiliate of your institution holding a Commitment signs and returns the form as appropriate.  
		

		
			﻿
		

		
			﻿
		

		
			Institution Name:  TD Bank
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Stipulated NOLV and Effective Rate Percentages for Inventory:
		

		
			﻿
		

		
			﻿
		

		
			______________Consents to utilization of the Stipulated Percentages for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement as set forth in the Memorandum.
		

		
			﻿
		

		
			﻿
		

		
			______________Does not consent.
		

		
			﻿
		

		
			﻿
		

		
			TD BANK, N.A., as a U.S. Lender
		

		
			﻿
		

		
			By:__________________________
		

		
			Name:
		

		
			Title:
		

		
			﻿
		

		
			THE TORONTO-DOMINION BANK, as a Canadian Lender
		

		
			﻿
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		By:__________________________
		

		
			Name:
		

		
			Title:
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		Response Form
		

		
			﻿
		

		
			Please complete and return by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).  Please ensure that each branch or affiliate of your institution holding a Commitment signs and returns the form as appropriate.  
		

		
			﻿
		

		
			﻿
		

		
			Institution Name:  Citizens Bank, N.A.
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Stipulated NOLV and Effective Rate Percentages for Inventory:
		

		
			﻿
		

		
			﻿
		

		
			______________Consents to utilization of the Stipulated Percentages for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement as set forth in the Memorandum.
		

		
			﻿
		

		
			﻿
		

		
			______________Does not consent.
		

		
			﻿
		

		
			﻿
		

		
			CITIZENS BANK, N.A., as a U.S. Lender
		

		
			﻿
		

		
			By:
Name:
Title:
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		Response Form
		

		
			﻿
		

		
			Please complete and return by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).  Please ensure that each branch or affiliate of your institution holding a Commitment signs and returns the form as appropriate.  
		

		
			﻿
		

		
			﻿
		

		
			Institution Name:  NYCB Specialty Finance Company, LLC
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Stipulated NOLV and Effective Rate Percentages for Inventory:
		

		
			﻿
		

		
			﻿
		

		
			______________Consents to utilization of the Stipulated Percentages for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement as set forth in the Memorandum.
		

		
			﻿
		

		
			﻿
		

		
			______________Does not consent.
		

		
			﻿
		

		
			﻿
		

		
			NYCB SPECIALTY FINANCE COMPANY, LLC, a wholly owned subsidiary of NEW YORK COMMUNITY BANK, as a U.S. Lender
		

		
			﻿
		

		
			By:______________________
		

		
			Name:
		

		
			Title:
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		Response Form
		

		
			﻿
		

		
			Please complete and return by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).  Please ensure that each branch or affiliate of your institution holding a Commitment signs and returns the form as appropriate.  
		

		
			﻿
		

		
			﻿
		

		
			Institution Name:  PNC Bank National Association
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Stipulated NOLV and Effective Rate Percentages for Inventory:
		

		
			﻿
		

		
			﻿
		

		
			______________Consents to utilization of the Stipulated Percentages for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement as set forth in the Memorandum.
		

		
			﻿
		

		
			﻿
		

		
			______________Does not consent.
		

		
			﻿
		

		
			﻿
		

		
			PNC BANK, NATIONAL ASSOCIATION, as a U.S. Lender
		

		
			﻿
		

		
			By: _______________________
		

		
			Name:
		

		
			Title:
		

		
			
		

		
			PNC BANK CANADA BRANCH, as a Canadian Lender
		

		
			﻿
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		By: _________________________
		

		
			Name:
		

		
			Title:
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		
		

		
			Response Form
		

		
			﻿
		

		
			Please complete and return by 5:00 p.m. (central time) on Monday, April 27th via email to Terry McKinney (terry.mckinney@bofa.com).  Please ensure that each branch or affiliate of your institution holding a Commitment signs and returns the form as appropriate.  
		

		
			﻿
		

		
			﻿
		

		
			Institution Name:  KBC Bank N.V.
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Stipulated NOLV and Effective Rate Percentages for Inventory:
		

		
			﻿
		

		
			﻿
		

		
			______________Consents to utilization of the Stipulated Percentages for purposes of determining the inventory component of the Borrowing Bases under the Loan Agreement as set forth in the Memorandum.
		

		
			﻿
		

		
			﻿
		

		
			______________Does not consent.
		

		
			﻿
		

		
			﻿
		

		
			KBC BANK, N.V., as a U.S. Lender, a Dutch Lender and a Belgian Lender
		

		
			﻿
		

		
			By: ____________________
		

		
			Name:
		

		
			Title:
		

		
			﻿
		

		
			By: ___________________
		

		
			Name:
		

		

		

		 

 


		

			Exhibit 10.2

		


		

			 

		


		

			 

		




		Title:
		

		
			﻿