GPB Automotive Portfolio, LP Sample Contracts

AND WAIVER AND CONSENT AGREEMENT
Credit Agreement • July 21st, 2021 • GPB Automotive Portfolio, LP • Retail-auto dealers & gasoline stations • New York

THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AND CONSENT AGREEMENT (“Amendment”) is dated to be effective as of the 23rd day of June, 2021 (“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 (“Toyota Holdings”), 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, Toyota Holdings, and AMR RE, collectively, the “Borrowers”). The Guarantors and the B

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”)is dated to be effective as of the 1st day of May, 2018, 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” (as defined below); (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 TY HOLDINGS, LLC, AUTOMILE HOLDINGS, LLC, AMR REAL ESTATE HOLDINGS, LLC, each a Delaware limited liability company, and their undersigned Subsidiaries signing this Amendment as a “Borrower” (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 Am

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FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP • New York

nnsFOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is dated to be effective as of the 21st day of September, 2018 (“Effective Date”), by and between: (a) MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent (“Administrative Agent”) and as “L/C Bank” (as defined in the Credit Agreement, as defined below); (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”); (d) AUTOMILE HOLDINGS, LLC (“Automile Holdings”), AUTOMILE TY HOLDINGS, LLC(“Automile TY”), andAMRREALESTATEHOLDINGS,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”), a

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FIRST AMENDMENT AND WAIYER TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP • New York

THIS FIRST AMENDMENT AND WAIYER TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is dated to be effective as of the day of , 2017, 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” (as defined below); (c) GBP 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 TY HOLDINGS, LLC, AUTOMILE HOLDINGS, LLC, AMR REAL ESTATE HOLDINGS, LLC, each a Delaware limited liability company, and their undersigned Subsidiaries signing this Amendment as a “Borrower” (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 thi

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TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AND CONSENT AGREEMENT
Credit Agreement and Waiver and Consent Agreement • April 14th, 2022 • GPB Automotive Portfolio, LP • Retail-auto dealers & gasoline stations • New York

THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AND CONSENT AGREEMENT (“Amendment”) is dated to be effective as of the 19th day of January, 2022 (“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 (“Toyota Holdings”), each a Delaware limited liability company, and their undersigned Subsidiaries signing this Amendment as a “Borrower” (together with Automile Holdings, and Toyota Holdings, collectively, the “Borrowers”). The Guarantors and the Borrowers are collectively referred to in this Amendm

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AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT
Credit Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP • New York

THIS TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT ("Amendment") is dated to be effective as of the 4th day of September, 2020 ("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 ("[*****] Holdings"), 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, [*****] Holdings, and AMR RE, collectively, the "Borrowers"). The Guarantors and

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MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP • Delaware

This MANAGEMENT SERVICES AGREEMENT (“Agreement”) is effective as of the 1st day of January 2020, by and among GPB Capital Holdings, LLC, a Delaware limited liability company with offices located at 535 West 24th Street, 6th floor, New York, New York 10011 (“Company”) and its wholly-owned subsidiary, Highline Management Inc., a Delaware corporation with offices located at 535 West 24th Street, 6th floor, New York, New York 10011 (“Service Provider”), which has a Board of Directors (“Board”). The Company and the Service Provider are the parties (“Parties” and each is a “Patty”) to this Agreement.

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EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT
Credit Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP • New York

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND AMENDMENT TO SECURITY AGREEMENT (“Amendment”) is dated to be effective as of the 19th day of March, 2020 (“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 col

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SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP • New York

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is dated to be effective as of the___ day of October, 2019 (“Effective Date”), by and between: (a) MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent (“Administrative Agent”) and as LC Bank (“LC Bank”); (b) the undersigned lenders (collectively, the “Lenders”) which are parties to the Credit Agreement; (c) GPB PRIME HOLDINGS, LLC (“GPB Prime”) and AUTO MILE PARENT HOLDINGS, LLC (“Parent Holdings Guarantor”), each a Delaware limited liability company (collectively, the “Guarantors”); and (d) AUTOMILE HOLDINGS, LLC (“Automile Holdings” or “Borrower Representative”), 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 Gua

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 4, 2017 among GPB PRIME HOLDINGS, LLC, as GPB Prime, AUTOMILE PARENT HOLDINGS, LLC, as Parent Holdings Guarantor, AUTOMILE TY HOLDINGS, LLC, as [*****] Holdings, AUTOMILE HOLDINGS, LLC, as a...
Credit Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP

THIS AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is dated as of the 4th day of October, 2017, by and among GPB PRIME HOLDINGS, LLC, a Delaware limited liability company (“GPB Prime”), as a “Guarantor,” AUTOMILE PARENT HOLDINGS, LLC, a Delaware limited liability company (“Parent Holdings Guarantor”), as a “Guarantor,” AUTOMILE TY HOLDINGS, LLC, a Delaware limited liability company (“Toyota Holdings”), as a “Borrower,” AUTOMILE HOLDINGS, LLC, a Delaware limited liability company (“Automile Holdings”), as a “Borrower,” AMR REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company (“AMR RE Holdings”), as a “Borrower,” the other parties identified on the signature pages hereto as a “Borrower” and certain subsidiaries which from time to time become parties hereto as borrowers pursuant to a Joinder Agreement (each of the foregoing, a “Borrower” and collectively, the “Borrowers”), each lender from time to time that is a party hereto (each a “Lender,” and collectively, the “Lender

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SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND REPLACEMENT OF EQUITY OFFSET AGREEMENT
Credit Agreement and Replacement of Equity Offset Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP • New York

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

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NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP • New York

THIS NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is dated to be effective as of the 30‘h day of April, 2020 (“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 PRlME 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”), AUTOM!LE 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 th

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THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP • New York

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is dated to be effective as of the 29th day of June, 2018 (“Effective Date”), by and between: (a) MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent (“Administrative Agent”); (a) the undersigned lenders (collectively, the “Lenders”) which are parties to the “Credit Agreement” (as defined below); (b) 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 TY HOLDINGS, LLC, AUTOMILE HOLDINGS, LLC, AMR REAL ESTATE HOLDINGS, LLC, each a Delaware limited liability company, and their undersigned Subsidiaries signing this Amendment as a “Borrower” (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 r

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FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 14th, 2021 • GPB Automotive Portfolio, LP • New York

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is dated to be effective as of the ____ day of _______________ 2019 (“Effective Date”), by and between: (a) MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent (“Administrative Agent”) and as “L/C Bank” (as defined in the Credit Agreement, as defined below); (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”); (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 “Bm

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FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPB AUTOMOTIVE PORTFOLIO, LP (A Delaware Limited Partnership)
GPB Automotive Portfolio, LP • May 14th, 2021 • Delaware

This FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPB AUTOMOTIVE PORTFOLIO, LP (this “Agreement”) is made and entered into on this 27th day of April, 2018 (the “Effective Date”), among GPB CAPITAL HOLDINGS, LLC, a Delaware limited liability company (the “General Partner”), GPB AUTO SLP, LLC, a Delaware limited liability company, as the special limited partner (the “Special Partner”), and each of the other Persons (defined below) who from time to time have executed Subscription Documents (defined below) that have been accepted by the General Partner as Limited Partners (the “Limited Partners”).

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AND WAIVER AND CONSENT AGREEMENT
Credit Agreement • February 4th, 2022 • GPB Automotive Portfolio, LP • Retail-auto dealers & gasoline stations • New York

THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIYER AND CONSENT AGREEMENT ("Amendment") is dated to be effective as of the 19th day of January, 2022 ("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 ("Toyota Holdings"), each a Delaware limited liability company, and their undersigned Subsidiaries signing this Amendment as a "Borrower" (together with Automile Holdings, and Toyota Holdings, collectively, the "Borrowers"). The Guarantors and the Borrowers are collectively referred to in this Amendm

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