EXHIBIT 10.2







 





THIRD AMENDED AND
RESTATED GUARANTY


 


FOR GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE ACKNOWLEDGED, each of Great American Group, Inc., a Delaware corporation
(“GAG Inc.”), and Great American Group, LLC, a California limited liability company (“Great American”),
as of July 15, 2013 (the “Effective Date”), jointly and severally unconditionally guaranties to Wells Fargo
Bank, National Association, successor by merger to Wells Fargo Retail Finance, LLC, (together with any of its successors-in-interest,
the “Lender”), with an address at One Boston Place, 18th Floor, Boston, Massachusetts 02108, in its
capacity as Lender under the Credit Agreement (as defined below), in accordance with the terms and conditions hereof, the payment
of the Guaranteed Amount (as defined below).


 


1.DEFINITIONS.
All initially capitalized terms used here shall have the same meaning as set forth in the Credit Agreement, unless otherwise defined
herein. As used herein, the following terms have the following meanings:


 


“Borrower”
means each of Great American Group WF, LLC, a California limited liability company (“Original Borrower”), and
any other Person who may be joined from time to time as a borrower under the Credit Agreement, as hereinafter defined. “Borrowers”
refers to each Borrower collectively.


 


“Costs of
Collection” means, all reasonable and documented attorneys’ fees and reasonable and documented out-of-pocket expenses
incurred by the Lender’s attorneys, and all reasonable and documented costs and expenses incurred by the Lender (including,
without limitation, reasonable and documented costs and expenses associated with travel), which fees, costs and expenses arise
out of enforcement against Guarantor of this Guaranty.


 


“Credit Agreement”
means that certain Second Amended & Restated Credit Agreement of even date herewith by and among Original Borrower, any other
affiliate of Original Borrower that becomes a party thereto from time to time, and the Lender, as such agreement may be amended,
supplemented, modified or restated from and after the date hereof.


 


“Guaranteed
Amount” means as of any date of determination thereof (i) the aggregate amount of all Liabilities outstanding as of such
date plus, (ii) interest which may accrue on such Liabilities from and after the date demand for payment is made or deemed
to be made hereunder at the rate applicable under the Credit Agreement following the occurrence and during the continuance of an
Event of Default, and (iii) any Costs of Collection.


 


“Guarantor”
means, individually and collectively, GAG Inc. and Great American, and their respective successors and assigns, subject to the
terms and conditions of this Guaranty.


 


“Guaranty”
means this Third Amended and Restated Guaranty, as hereafter amended or amended and restated, supplemented, or replaced.


 


“ICA”
means any intercreditor agreement between the Lender and Burdale Financial Limited which may be entered into after the Effective
Date.


 


“Key Date”
means the earliest to occur of any of the following events:


 






    	 



    	 



    

 


(a)Guarantor, any
Borrower, any Affiliate thereof, or any of their employees, Authorized Persons, agents, or principals engages in, or causes or
induces any other Person to engage in, any fraud or bad faith in connection with, or any intentional or grossly negligent breach
of, the terms of the Credit Agreement, any other Loan Document, any Liquidator Joint Venture Agreement, or any Liquidation Sales
Agreement, or any of the transactions contemplated in any of the foregoing;


 


(b)(i) Guarantor
(or any member of senior management of Guarantor) consents to, votes in favor of, fails to contest, acquiesces or otherwise causes
any Borrower or, with respect to GAG Inc., Great American, to become the subject of any Insolvency Proceeding constituting an Event
of Default described at Sections 9.1(g) or (h) of the Credit Agreement; (ii) Guarantor becomes the subject of an Insolvency Proceeding
described in either of such Sections; or (iii) an Event of Default under Section 9.1(p) or (q) of the Credit Agreement occurs;


 


(c)Any Guarantor,
any Borrower, or any Person acting on any Borrower’s or Guarantor’s behalf, diverts, misappropriates or misapplies
any funds received by such Borrower or such Person or otherwise fails to cause the Proceeds to be applied in a manner consistent
with Sections 2.6 and 2.8 of the Credit Agreement;


 


(d)Except as may
be permitted under the ICA, any Guarantor pledges, or causes any other member of the Great American Group to pledge, any asset
or Capital Stock of any Borrower, or any right of any Borrower under any Liquidation Sales Agreement or Liquidator Joint Venture
Agreement in respect to which any Borrower has incurred any Obligations, to any Person other than the Lender;


 


(e)In respect to
any Liquidation Sale in respect to which any Borrower has incurred any Obligations, any Borrower voluntarily ceases, or intentionally
fails, to perform its obligation to conduct such Liquidation Sale pursuant to the applicable Liquidation Sales Agreement prior
to the completion of such Liquidation Sale;


 


(f)Any payment
of Expenses made to any Person which is a member of the Great American Group in connection with any Liquidation Sale in respect
to which any Borrower has incurred any Obligations which includes a mark up for profit above such Person’s actual out-of-pocket
cost therefor; or


 


(g)Any Default
or Event of Default occurs with respect to any Borrower other than the Original Borrower, except, with respect to the Original
Borrower, as otherwise provided in the immediately preceding clauses “a” through “f’.


 


“Liabilities”
means all Obligations, whether now existing or hereafter arising, of any Borrower to the Lender under the Credit Agreement and
other Loan Documents including, but not limited to, any interest arising after the commencement of any case with respect to any
Borrower under any Debtor Relief Laws against any Borrower as debtor (including the payment of interest and other amounts, which
would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole
or in part in any such case and including loans, interest, fees, charges and expenses related thereto and all other Liabilities
of the Borrowers to the Lender under the Credit Agreement or other Loan Documents) due in connection with the Credit Agreement
and the other Loan Documents.


 






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2.GUARANTY.
If after the Effective Date Great American and/or any Affiliate or Subsidiary thereof obtains a Parent Working Capital Facility,
each Guarantor absolutely and unconditionally, jointly and severally, as a primary guarantor and not merely as a surety guarantees,
agrees to be liable for, the due and punctual payment and performance (whether at the stated maturity, by required prepayment,
by acceleration or otherwise) by each of the Borrowers of the Guaranteed Amount (the “PWCF Guaranty Obligation”). 
However, at all times during which such Parent Working Capital Facility is not in place, either because it has not yet been obtained
or because it has expired or is terminated for any reason, each Guarantor absolutely and unconditionally, jointly and severally,
as a primary guarantor and not merely as a surety guarantees, agrees to be liable for, the due and punctual payment and performance
(whether at the stated maturity, by required prepayment, by acceleration or otherwise) by each of the Borrowers of the Guaranteed
Amount on or after the occurrence of the Key Date (the “Non-PWCF Guaranty Obligation”).  Notwithstanding
anything to the contrary set forth in Section 2, and for the sake of clarity, if, after Great American and/or any Affiliate or
Subsidiary thereof obtains a Parent Working Capital Facility, such Parent Working Capital Facility expires or is terminated for
any reason, (A) any then-existing PWCF Guaranty Obligations will remain in effect and shall not become Non-PWCF Guaranty Obligations
as a result of such Expiration or termination of the Parent Working Capital Facility, but (B) any new obligations which arise under
the Guaranty after such expiration or termination will be Non-PWCF Guaranty Obligations.  Each Guarantor further agrees that
the Obligations and other Liabilities may be extended or reviewed, in whole or in part, without notice to or further assent from
it, and that it will remain bound upon this Guaranty notwithstanding any extension or renewal of any such obligations or other
Liabilities.  This is a guaranty of payment and not of collection.


 


3.OBLIGATIONS
NOT AFFECTED. The obligations of any Guarantor shall not be affected by: any fraudulent, illegal, or improper act by any Borrower,
any Guarantor or any other Person liable or obligated to the Lender for or on the Liabilities; any release, discharge, or invalidation,
by operation of law or otherwise, of the Liabilities; or the legal incapacity of any Borrower, the Guarantor, or any other Person
liable or obligated to the Lender for or on account of the Liabilities. Interest and Lender Expenses included in the Liabilities
shall continue to accrue and shall continue to be deemed Liabilities guarantied hereby notwithstanding any stay to the enforcement
thereof against any Borrower, or any other guarantor of the Liabilities, or the disallowance of any claim therefor against any
Borrower.


 


4.INCORPORATION
OF ALL DISCUSSIONS. This Guarantee and the Credit Agreement incorporate all discussions and negotiations between the Guarantors
and the Lender, concerning the guaranty provided by the Guarantors hereby. No such discussions or negotiations shall limit, modify,
or otherwise affect the provisions hereof. No provision hereof may be altered, amended, waived cancelled or modified, except by
a written instrument executed, and acknowledged by a duly authorized officer of the Lender and the Guarantors.


 


5.GENERAL WAIVERS.
The Guarantors waive: presentment, demand, notice, and protest with respect to the Liabilities and this Guaranty (except as provided
herein); any delay on the part of the Lender; any claim which a Guarantor may have or to which a Guarantor may become entitled
to the extent that such claim might otherwise cause any transfer to the Lender by or on behalf of any Borrower to be avoided as
having been, or in the nature of, a preference (or any corresponding provision of any other Debtor Relief Law); and notice of acceptance
of this Guaranty.


 






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6.WAIVER OF
SURETYSHIP, The Guarantors hereby expressly waive all suretyship defenses, including, without limitation: (i) surrender, release,
exchange, substitution, dealing with or taking any additional Collateral, and (ii) any impairment of Collateral, including but
not limited to failure to perfect a security interest in the Collateral.


 


7.WAIVER OF
SUBROGATION. The Guarantors shall not undertake any of the following unless and until the Obligations have been indefeasibly
repaid in full in cash and the Revolving Credit Termination Date has occurred:


 


·Exercise
of any right against any Borrower, by way of subrogation, reimbursement, indemnity, contribution, or the like; and


 


·The
claiming of any set-off or counterclaim against any Borrower in respect of any liability of a Guarantor to any Borrower.


 


8.SUBORDINATION.
The payment of any amounts due with respect to any indebtedness of any Borrower now or hereafter owed to the Guarantor is hereby
subordinated to the prior payment in full of the Liabilities. Any amounts which are collected, enforced and received by the undersigned
in violation of this Section 8 shall be held by the Guarantors as trustee for the Lender and shall be paid over to the Lender on
account of the Liabilities without affecting in any manner the liability of the Guarantors under this Guaranty.


 


9.LENDER’S
BOOKS AND RECORDS. The books and records of the Lender showing the account between the Lender and the Borrowers shall be admissible
in any action or proceeding and constitute prima facie evidence and proof of the items contained therein.


 


10.CHANGES IN
LIABILITIES. The Guarantors assent to any indulgence or waiver which the Lender might grant or give any Borrower and/or any
other Person liable or obligated to the Lender for or on the Liabilities. The Guarantors authorize the Lender, subject to the terms
and conditions of the Loan Documents, to alter, amend, cancel, waive, or modify any term or condition of the Liabilities and of
the obligations of any other Person liable or obligated to the Lender for or on the Liabilities, without notice to, or consent
from, the Guarantors. No compromise, settlement, or release by the Lender of the Liabilities or of the obligations of any such
other Person (whether or not jointly liable with the Guarantors) and no release of any Collateral securing the Liabilities or securing
the obligations of any such other Person shall affect the obligations of the Guarantors hereunder. No action by the Lender which
has been assented to herein shall affect the obligations of the Guarantors to the Lender.


 


11.COSTS OF
ENFORCEMENT. The Guarantors will pay on demand, without limitation, all reasonable and documented Costs of Collection.


 


12.BINDING EFFECT.
This instrument shall inure to the benefit of the Lender, its successors and assigns; shall be binding upon the respective successors
and assigns of the Guarantors; and shall apply to all Liabilities of any Borrower and any successor to any such Borrower, including
any successor by operation of law. No Guarantor may assign any of its rights or obligations under this Guaranty to any other Person
without the prior written consent of the Lender in the Lender’s sole discretion. The Lender may assign its right, title,
and interest in this Guaranty subject to Section 10.3 of the Credit Agreement.


 






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13.LENDER’S
RIGHTS AND REMEDIES. The rights, powers, privileges, and discretions of the Lender hereunder (herein, the “Lender’s
Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have.
No delay or omission by the Lender in exercising or enforcing any of the Lender’s Rights and Remedies shall operate as, or
constitute a waiver thereof. No waiver by the Lender of any of the Lender’s Rights and Remedies or of any default or remedies
under any other agreement with the Guarantors, or of any default under any agreement with any Borrower, or any other Person liable
or obligated for or on the Liabilities, shall operate as a waiver of any other of the Lender’s Rights and Remedies or of
any default or remedy hereunder or thereunder. No exercise of any of the Lender’s Rights and Remedies and no other agreement
or transaction of any nature entered into between the Lender, the Guarantors, any Borrower and/or any other Person at any time
shall preclude any exercise of the Lender’s Rights and Remedies, without prejudice to the definition of Key Date. No waiver
by the Lender of any of the Lender’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion,
nor shall it be deemed a continuing waiver. All of the Lender’s Rights and Remedies, and all of the Lender’s rights,
remedies, powers, privileges, and discretions under any other agreement or transaction with any Guarantor, any Borrower, or any
such other Person, shall be cumulative and not alternative or exclusive, and may be exercised by the Lender at such time or times
and in such order of preference as the Lender in its sole discretion may determine.


 


14.COPIES AND
FACSIMILES. This instrument and all documents which have been or may be hereinafter furnished by the Guarantors to the Lender
may be reproduced by the Lender by any photographic, microfilm, xerographic, digital imaging, or other process. Any such reproduction
shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original
is in existence and whether or not such reproduction was made in the regular course of business). Any facsimile which bears proof
of transmission shall be binding on the party which or on whose behalf such transmission was initiated and likewise so admissible
in evidence as if the original of such facsimile had been delivered to the party which or on whose behalf such transmission was
received.


 


15.CHOICE OF
LAWS. This instrument shall be governed, construed, and interpreted in accordance with the laws of the Commonwealth of Massachusetts.


 


16.CONSENT TO
JURISDICTION.


 


(a)The Guarantors
agree that any legal action, proceeding, case, or controversy brought against or by the undersigned with respect to this Guaranty,
may be brought in the Superior Court of Suffolk County Massachusetts or in the United States District Court, District of Massachusetts,
sitting in Boston, Massachusetts. By execution and delivery of this Guaranty, the Guarantors accept, submit, and consent generally
and unconditionally, to the jurisdiction of the aforesaid courts.


 






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(b)The Guarantors
WAIVE personal service of any and all process and irrevocably consents to the service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, to the Guarantors
at the address listed underneath their signatures or such other address of the Guarantors of which the Lender then has been provided
with written notice by Guarantors, such service to become effective five (5) business days after such mailing.


 


(c)The Guarantors
WAIVE any objection based on forum non conveniens and any objection to venue of any action or proceeding instituted
hereunder in the aforementioned courts.


 


(d)Nothing herein
shall affect the right of the Lender to bring legal actions or proceedings in any other competent jurisdiction in the United States
or in any other nation.


 


17.BROAD SCOPE
OF GUARANTY. Subject to the limitations set forth herein in Section 2 of this Guaranty and elsewhere herein, it is the intention
of the Guarantors that the provisions of this Guaranty be liberally construed to the end that the Lender may be put in as good
a position as if the Borrowers had promptly, punctually, and faithfully performed all Liabilities and that the Guarantors had promptly,
punctually, and faithfully performed hereunder.


 


18.SEVERABILITY.
Any determination that any provision herein is invalid, illegal, or unenforceable in any respect in any instance shall not affect
the validity, legality, or enforceability of such provision in any other instance and shall not affect the validity, legality,
or enforceability of any other provision contained herein.


 


19.RIGHT OF
SET-OFF. Any and all deposits or other sums at any time credited by or due to the Guarantors from the Lender or from any participant
with the Lender in the Liabilities (a “Participant”), and any cash, securities, instruments or other property
of the Guarantors in the possession of the Lender or any Participant, may be applied or set off against the obligations of the
Guarantors to the Lender hereunder.


 


20.TERMINATION.
The obligations of the Guarantors hereunder shall remain in full force and effect as to all Liabilities, without regard to any
reduction of the Liabilities (other than on account of payments to the Lender by Guarantors made pursuant to this Guaranty) until
the date on which the Obligations have been indefeasibly repaid in full in cash and the Revolving Credit Termination Date has occurred.
This Guaranty shall continue to be effective or, if previously terminated, shall be automatically reinstated, without any further
action, if at any time payment made or value received with respect to a Liability is rescinded or must otherwise be returned by
the Lender upon the insolvency, bankruptcy or reorganization of the Guarantor, or otherwise, all as though such payment had not
been made or value received.


 


21.MISCELLANEOUS.
The Guarantors represent and warrant that, prior to the execution of this Guaranty, the Guarantor carefully read and reviewed all
of the provisions of this Guaranty and were afforded an opportunity to consult with counsel independently selected by the Guarantors.
The Guarantors further represent and warrant that the Guarantors have freely and willingly executed this Guaranty with full appreciation
of the legal effect of this Guaranty. The Guarantors recognize that the titles to the paragraphs within this Guaranty are for ease
of reference; are not part of this Guaranty; and do not alter or affect substantive provisions hereof.


 






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22.WAIVER OF
JURY TRIAL. The Guarantors makes the following waiver knowingly, voluntarily, and intentionally, and understand that the Lender,
in the establishment and maintenance of its relationship with the Borrowers and the Guarantor, is relying thereon. THE GUARANTORS
HEREBY IRREVOCABLY WAIVE ANY PRESENT OR FUTURE RIGHT OF THE GUARANTORS TO A TRIAL BY JURY OF ANY CASE OR CONTROVERSY IN
WHICH THE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER OR IN WHICH THE
LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT OF THIS GUARANTY , OR THE OTHER
LOAN DOCUMENTS


 


23.AUTHORIZATION.
Great American is a limited liability company duly organized and in good standing under the laws of the State of California. The
execution, delivery and performance of this Guaranty is within the limited liability company powers of Great American. GAG Inc.
is a corporation duly organized and in good standing under the laws of the State of Delaware. The execution, delivery and performance
of this Guaranty is within the corporate powers of GAG Inc. The execution, delivery and performance of this Guaranty by Guarantors
has been duly authorized and is not in contravention of (i) law or (ii) the terms of the organizational documentation of any Guarantor,
or (iii) any indenture, agreement or undertaking to which any Guarantor is a party or by which any Guarantor or its property are
bound. This Guaranty constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium, any Debtor Relief Law or similar laws relating
to or limiting creditors’ rights generally or by equitable principles relating to enforceability. GAG Inc. is the sole holder
of Great American’s Capital Stock and Great American is the sole holder of the Original Borrower’s Capital Stock, and
in their respective capacities as such, will derive material financial benefit from the extensions of credit to the Borrowers which
may be made under the Credit Agreement.


 


24.AMENDMENT
AND RESTATEMENT. This Guaranty amends and restates in its entirety that certain Second Amended and Restated Guaranty, dated
as of December 8, 2010, from Great American Group LLC and Great American Group, Inc. to the Lender (the “Original Guaranty”).
By execution of this Guaranty, no obligations of Guarantors under the Original Guaranty are released or discharged but shall continue
and constitute obligations of the Guarantor under this Guaranty.


 


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	 	GREAT AMERICAN GROUP, INC.
	 	a Delaware corporation
	 	 	 
	 	 	 
	 	By:	/s/ Philip J. Ahn
	 	 	 
	 	Name:  	Philip J. Ahn
	 	 	 
	 	Title:	Chief Financial Officer
	 	 	 
	 	 	 
	 	GREAT AMERICAN GROUP, LLC
	 	a California limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Philip J. Ahn
	 	 	 
	 	Name:	Philip J. Ahn
	 	 	 
	 	Title:	Chief Financial Officer