EX-10.134 2 a10134_vintagestock-firstm.htm EX-10.134

Docusign Envelope ID: 58E5B20C-89F2-43E4-A507-56B9DBD4B7D3

FIRST MODIFICATION AGREEMENT
THIS FIRST MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2024, by and between VINTAGE STOCK, INC., a Missouri corporation (“Borrower”), and BANK MIDWEST, a division of NBH Bank (together with its successors and assigns, “Bank”).
RECITALS
A.Borrower and Bank are parties to a Credit Agreement dated as of October 17, 2023, by and between Borrower and Bank (the “Credit Agreement”), pursuant to which Bank agreed to make certain loans and other financial accommodations available to Borrower as more particularly set forth therein.
B.Borrower and Bank desire to enter into this Agreement to amend the Credit Agreement to
(i) extend the Termination Date of the Revolving Credit Loan, (ii) Reduce the Revolving Credit Commitment, and (iii) make certain modifications to the Loan Documents as more particularly set forth below.
AGREEMENTS
In consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Bank agree as follows:
1.Definitions. The Recitals to this Agreement are by this reference incorporated herein and made part of hereof. Capitalized terms used but not otherwise defined herein shall have the meaning given in the Credit Agreement.
2.Modification of the Credit Agreement. The Credit Agreement is hereby amended as follows:
(a)The reference to “$15,000,000.00 Revolving Credit Loan” appearing on the cover page to the Credit Agreement is hereby deleted and replaced with a reference to “$10,000,000.00 Revolving Credit Loan”.
(b)The definition of the term “Adjusted Term SOFR Rate” appearing in Section 1.1 of the Credit Agreement is hereby deleted and replaced with the following:
“Adjusted Term SOFR Rate” means the greater of (a) the Term SOFR Rate, plus 2.36% per annum, or (b) 5.00% per annum.
(c)The definition of the term “Eligible Inventory Advance Amount” appearing in Section 1.1 of the Credit Agreement is hereby deleted and replaced with the following:
“Eligible Inventory Advance Amount” means an amount equal to 60% of the amount of the Eligible Inventory, calculated on the lower of cost or market.
(d)The following definition of the term “Inventory” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:
“Inventory” and “inventory” each has the meaning assigned to it under the
UCC.
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(e)The definition of the term “Revolving Credit Commitment” appearing in Section
1.1 of the Credit Agreement is hereby deleted and replaced with the following: “Revolving Credit Commitment” means $10,000,000.00.
(f)The definition of the term “Termination Date” appearing in Section 1.1 of the Credit Agreement is hereby deleted and replaced with the following:
“Termination Date” means October 17, 2025.
(g)Exhibit B attached to the Credit Agreement is hereby deleted and replaced with Exhibit B attached to this Agreement.
(h)Schedule 5.18 attached to the Credit Agreement is hereby deleted and replaced with Schedule 5.18 attached to this Agreement.
3.Modification of Loan Documents. The Loan Documents are hereby amended to incorporate the terms of this Agreement. Any reference to the “Loan Documents” either collectively or to any individual “Loan Document” as contained in the Credit Agreement or any other Loan Document shall hereafter refer to such Loan Document or Loan Documents as modified by this Agreement and any future amendment, modification, renewal, extension or replacement thereof.
4.No Other Modifications. Except as expressly set forth herein, or necessary to incorporate the modifications and amendments herein, all the terms and conditions of the Loan Documents shall remain unmodified and in full force and effect, and Borrower confirms and ratifies all such documents and agrees to perform and comply with the terms and conditions of the Loan Documents, as modified herein.
5.Representations and Warranties. Borrower represents and warrants to Bank as follows:
(a)the representations and warranties of Borrower contained in the Credit Agreement and the other Loan Documents are true and correct as of the date hereof (as if such representations and warranties were made as of the date hereof);
(b)the organizational documents described in Section 4.1(j) of the Credit Agreement are and remain in full force and effect and are unchanged since delivered to Bank as of the Closing Date, and Borrower has the power under such organizational documents to enter into this Agreement and to perform its obligations hereunder;
(c)the execution, delivery and performance by the Borrower of this Agreement have each been duly authorized by all necessary action, and does not contravene (i) any provision of the organizational documents of the Borrower, (ii) any law, rule, or regulation applicable to the Borrower or its properties, or (iii) any agreement or instrument to which the Borrower is a party or by which the Borrower is bound or to which it is subject;
(d)This Agreement is the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its terms;
(e)no registration with, or consent or approval of, or notice to, or other action by any other person for the execution, delivery and performance of this Agreement by Borrower is required or, if required, such registration has been made, such consent, approval or notice given, or such other appropriate action taken;

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(f)Borrower has no defenses, counterclaims or rights of setoff against Bank, and no events have occurred which, with the giving of notice or passage of time, or both, would entitle Borrower to any such defenses, counterclaims or rights of setoff; and
(g)no Default or Event of Default exists and Bank is not in default under the Loan Documents or any instrument executed in connection with the Loans, and no condition exists which, with the giving of notice or lapse of time, or both, would constitute a default by Bank thereunder.
6.Conditions Precedent. It shall be a condition precedent to the effectiveness of this Agreement that: (a) no Default or Event of Default shall exist under the Credit Agreement or any other Loan Document; (b) the Borrower has delivered evidence of its authority to enter into this Agreement as well as the capacity of the individuals executing this Agreement on its behalf; (c) Guarantor has executed and delivered the Consent of Guarantor attached hereto to Bank; (d) Borrower has paid to Bank a non- refundable renewal fee in the amount of $15,000, which fee shall be deemed fully-earned upon receipt; (e) upon the request of the Bank, the Borrower shall have provided to the Bank, and the Bank shall be satisfied with, the documentation and other information so requested in connection with the applicable "know your customer" and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act; (f) if the Borrower qualifies as a "legal entity customer" under 31 C.F.R. § 1010.230, it shall deliver a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230 to the Bank if so requested; and (g) the Bank shall have received such other items as it may reasonably request.
7.Costs and Expenses. Borrower will promptly pay, upon demand by Bank, all costs and expenses of Bank in connection with the execution and delivery of this Agreement and the other documents referenced herein and the consummation of the transactions contemplated hereby, including the reasonable fees and expenses of counsel to Bank.
8.No Impairment. Nothing in this Agreement shall be deemed to or shall in any manner prejudice or impair the Loan Documents. This Agreement shall not be deemed to be nor shall it constitute any alteration, waiver, annulment or variation of the liens and encumbrances of the Security Agreement or the other Loan Documents, or the terms and conditions of or any rights, powers, or remedies under the Loan Documents, except as expressly set forth herein.
9.Waiver of Claims and Defenses. Borrower and Guarantor hereby release, remise, acquit and forever discharge Bank and its employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to this Agreement, the Credit Agreement or the other Loan Documents (all of the foregoing hereinafter called the “Released Matters”). Borrower and Guarantor acknowledge that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters, may be pleaded as a full and complete defense to any action by Borrower or Guarantor against any or all of the Released Parties, and may be used as the basis for a permanent injunction against any action by Borrower or Guarantor against any or all of the Released Parties. Borrower and Guarantor represent and warrant to Bank that it has not purported to transfer, assign or otherwise convey any right, title or interest of Borrower or Guarantor in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters.

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10.Time of the Essence. Time shall be of the essence of each and every provision of this Agreement of which time is an element.
11.Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice of law rules thereof.
12.Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
13.Counterparts. This Agreement may be executed in separate counterparts and all such counterparts when combined shall constitute one agreement. Delivery of an executed counterpart of this Agreement by electronic transmission shall constitute effective delivery thereof.
14.Waiver of Jury Trial. This Agreement and the other Loan Documents are subject to the waiver of jury set forth in Section 9.15 of the Credit Agreement.
15.Mo. Rev. Stat. § 432.047 Statement. The following statement is given pursuant to Mo. Rev. Stat. § 432.047: “Oral or unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable, regardless of the legal theory upon which it is based that is in any way related to the credit agreement. To protect you (borrower(s)) and us (creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.” For purposes of this Section 15 and the foregoing Missouri statute, all of the terms of the other Loan Documents are incorporated in and made part of this Agreement by reference; provided, however, that to the extent of any direct conflict between the terms of this Agreement and those of the other Loan Documents, the terms of this Agreement shall prevail and govern.
[signature page follows]

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Docusign Envelope ID: 58E5B20C-89F2-43E4-A507-56B9DBD4B7D3

IN WITNESS WHEREOF, Bank and Borrower have executed this Agreement as of the date first written above.
BORROWER:
VINTAGE STOCK, INC.
By:
Seth Bayless, Chief Operating Officer and Vice President
BANK:
BANK MIDWEST, A DIVISION OF NBH BANK
By: Lathem A. Scott, Vice President

Docusign Envelope ID: 58E5B20C-89F2-43E4-A507-56B9DBD4B7D3

Signature Page – First Modification Agreement

Docusign Envelope ID: 58E5B20C-89F2-43E4-A507-56B9DBD4B7D3

CONSENT OF GUARANTOR
The undersigned (the “Guarantor”) is a party to a Guaranty dated as of October 17, 2023 (the “Guaranty”) in favor of Bank. Guarantor represents and warrants to Bank as follows: (i) Guarantor has read and understands the foregoing Agreement, agrees to its terms and consents to its execution and delivery by the Borrower; (ii) Guarantor’s Guaranty remains in full force and effect in accordance with its terms and remains applicable to the guaranteed obligations, including, without limitation, the indebtedness and obligations of Borrower under the Credit Agreement and the other Loan Documents, as amended by the foregoing Agreement; (iii) Guarantor has no defenses, set-offs, counterclaims or other claims to or against Bank’s enforcement of its rights and remedies under the Guaranty to which Guarantor is a party, and Guarantor hereby joins in the waiver of claims and defenses set forth in Section 9 of the foregoing Agreement; and (iv) Guarantor has had an opportunity to consult with legal counsel of its choice in connection with the execution of this Consent of Guarantor and has either done so or has elected, in his sole discretion, not to do so. Capitalized terms used and not otherwise defined in this Consent of Guarantor shall have the meanings assigned thereto in the foregoing Agreement.
Dated as October 17, 2024.
GUARANTOR:
VINTAGE STOCK AFFILIATED HOLDINGS LLC
By: Jon Isaac, President and Chief Executive Officer

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Exhibit B
[Form of Borrowing Base Certificate] BORROWING BASE CERTIFICATE
(for the month ended )
This Borrowing Base Certificate (the “Certificate”) is delivered pursuant to Section 6.2(e) of the Credit Agreement dated as of October 17, 2023, between Vintage Stock, Inc., a Missouri corporation (the “Borrower”) and Bank Midwest, a division of NBH Bank (the “Bank”) (the “Credit Agreement”). Capitalized terms used and not defined in this Certificate have the meanings given to them in the Credit Agreement.
The undersigned hereby certifies (solely in his or her capacity as an officer of Borrower and not in any personal capacity) that he or she is the of the Borrower and, as such, is authorized to execute and deliver this Certificate on behalf of the Borrower, and that:
1.The Borrowing Base for the Borrower [and its Subsidiaries], at the month-end indicated above, is as follows:
A.Eligible Credit Card Receivables
1.total amount of Credit Card Receivables $
2.less ineligible Credit Card Receivables $
3.total Eligible CCR (line A1, minus A2) $
4.85% of Eligible CCR: $
B.Eligible Inventory

1. New Inventory | $
2. Used Inventory | $
3. In-Transit Inventory | $
4. Total Inventory | $
5. Less ineligible Inventory: | $
6. total Eligible Inventory (line B4, minus B5) | $
7. 60% of Eligible Inventory | $

C.Borrowing Base

1. sum of lines A4 and B7 | $
2. Revolving Credit Commitment | $
3. lesser of line C1 or C2 | $
4. L/C Obligations | $
5. Borrowing Base Reserves | $
6. Line C3, less lines C4 and C5 | $
7. Outstanding principal balance of Revolving Credit Loans | $
8. Availability | $

2.This Certificate is delivered to and may be conclusively relied upon by the Bank.

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IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of the Borrower on .
VINTAGE STOCK, INC.
By: Name: Title:

Docusign Envelope ID: 58E5B20C-89F2-43E4-A507-56B9DBD4B7D3

SCHEDULE 5.18

| Real Property and Collateral Locations |
Store # | Address
101 | 3120 S. Main St., Ste. 7 Joplin | MO | 64804
104 | 3040 S. Glenstone Ave. Springfield | MO | 65804
107 | 2856 S. Glenstone Ave. Springfield | MO | 65804
110 | 2611 N. Kansas Expressway Springfield | MO | 65803
124 | 101 N. Range Line Rd., Ste. 118 Joplin | MO | 64801
129 | 1320 Mid Rivers Mall St. Peters | MO | 63376
130 | 25 South County Centerway St. Louis | MO | 63129
134 | 651 N. Academy Blvd Colorado Springs | CO | 80909
136 | 101 St Clair Square Fairview Heights | IL | 62208
137 | 12120 15th Street Grandview | MO | 64030
139 | 2300 Bernadatte Dr Columbia | MO | 65203
147 | 1201 North Field Road Layton | UT | 84041
153 | 74 West County Center Des Peres | MO | 63131
157 | 14200 E. Alameda Ave Aurora | CO | 80012
162 | 2424 US-6 Grand Junction | CO | 81505
165 | 3020 E 20th Street Farmington | NM | 87402
172 | 8501 Bowles Ave Space #2215 Littleton | CO | 80123
203 | 6808 S. Memorial, Ste. 320 Tulsa | OK | 74133
205 | 2409 W. Kenosha, Ste. 129 Broken Arrow | OK | 74012
206 | 4505 W. Walnut, Ste. 5 Rogers | AR | 72756
208 | 5353 E. 41st Tulsa | OK | 74135
211 | 9045 N. 121 E. Ave., Ste. 200 Owasso | OK | 74055
214 | 745 E. Joyce Blvd., Ste. 120 Fayetteville | AR | 72703
215 | 7201 S.E. 29th. St., Ste. 208 Midwest City | OK | 73110
218 | 1700 24th Ave., N.W. Norman | OK | 73069
221 | 7257 S. Olympia Ave., W. Tulsa | OK | 74132
222 | 7407 N. May Ave. Oklahoma City | OK | 73116
227 | 30 E. 33rd. St. Edmond | OK | 73013
232 | 5111 Rogers Ave, Suite 188 Fort Smith | AR | 72903
233 | 7700 E Kellogg Dr, Ste G03B Wichita | KS | 67207
235 | 4600 W. KELLOGG DR. SPACE Q06B Wichita | KS | 67209
238 | 6317 SW 3rd St Oklahoma City | OK | 73128
241 | 4901 N. Kickapoo St, Suite 5000 Shawnee | OK | 74804
246 | 7301 B S. Pennsylvania Ave Oklahoma City | OK | 73159
261 | 1155 Garth Brooks Blvd Yukon | OK | 73099
309 | 1500 Harvey Road College Station | TX | 77840
340 | 5809 Greenville Ave. Dallas | TX | 75206
342 | 4601 S Broadway Ave Tyler | TX | 75703
343 | 2620 N. Belt Line Rd. Irving | TX | 75062

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344 | 2811 Southwest Parkway | Wichita Falls | TX | 76308
348 | 6001 West Waco Drive | Waco | TX | 76681
349 | 4604 Southwest Loop, Ste. 820 | Fort Worth | TX | 76109
351 | 4280 Lavon Dr., Ste. 210 | Dallas | TX | 75040
354 | 1327 W. Pipeline Rd. | Hurst | TX | 76053
355 | 4115 S. Cooper St., Ste. 201 | Arlington | TX | 76015
356 | 2311 Colorado Blvd., Ste. 111 | Denton | TX | 76205
358 | 2595 Preston Rd., Ste. 400 | Frisco | TX | 75034
359 | 4310 Buffalo Gap Road | Abilene | TX | 79606
360 | 3500 McCann Rd, Space N01B | Longview | TX | 75605
363 | 501 Main Street | Kerrville | TX | 78028
364 | 3111 W Cuthbert Avenue | Midland | TX | 79701
382 | 2100 Hamilton Place | Chattanooga | TN | 37421
383 | 2801 Memorial Parkway South | Huntsville | AL | 35801
384 | 2397 S. Stemmons Frwy., Ste. C | Lewisville | TX | 75067
402 | 9200 Metcalf Ave., Ste. 2 | Overland Park | KS | 64804
412 | 902 E. North Ave. | Belton | MO | 64012
413 | 1918 Star Dr., Ste. A | Liberty | MO | 64068
416 | 4163 Sterling Ave. | Kansas City | MO | 64133
417 | 3600 Country Club Dr, Space 230 | Jefferson City | MO | 65109
419 | 12280 Shawnee Mission Pkwy. | Shawnee | KS | 66218
420 | 625 N.E. Coronado Dr. | Blue Springs | MO | 64014
423 | 626 N.E. 291 Hwy. | Lee's Summit | MO | 64086
425 | 8500 N.W. Prairie View Rd. | Kansas City | MO | 64153
426 | 1930 S.W. Wanamaker Rd., Ste. B | Topeka | KS | 66604
431 | 5351 N. Antioch Road | Kansas City | MO | 64119
466 | 340 East 525 North | Harrisville | UT | 84404
467 | 101 Best Avenue | Coeur d'Alene | ID | 83814
468 | 605 N. Belt Highway | St. Joseph | MO | 64506
469 | 2300 E 17th Street, Space 01232 | Idaho Falls | ID | 83404
470 | 6100 O Street Space 220 | Lincoln | NE | 68505
471 | 11717 W 95th Street | Overland Park | KS | 66214
473 | 350 N. Milwaukee St Space #02323 | Boise | ID | 83704
474 | 2901 Brooks Street, Suite B-3 | Missoula | MT | 59801
910 | 202 E 32nd Street | Joplin | MO | 64804