AND WAIVER AND CONSENT AGREEMENTCredit 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
