Attached files
| file | filename |
|---|---|
| EX-99.1 - ADDITIONAL EXHIBITS - RumbleOn, Inc. | rmbl_ex991.htm |
| EX-10.4 - MATERIAL CONTRACTS - RumbleOn, Inc. | rmbl_ex104.htm |
| EX-10.3 - MATERIAL CONTRACTS - RumbleOn, Inc. | rmbl_ex103.htm |
| EX-10.1 - MATERIAL CONTRACTS - RumbleOn, Inc. | rmbl_ex101.htm |
| 8-K - CURRENT REPORT - RumbleOn, Inc. | rmbl_8k.htm |
Exhibit 10.2
ADDENDUM TO
INVENTORY FINANCING AND SECURITY AGREEMENT
Addendum
Version:
1
Effective as
of:
February 16,
2018
This version of the Addendum replaces any prior version.
This version of the Addendum replaces any prior version.
This
Addendum to Inventory Financing and Security Agreement
(“Addendum”) forms part of the Inventory Financing and
Security Agreement (the “Agreement”) by and among Ally
Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey),
Ally Financial Inc. (collectively, the “Ally Parties”),
and RMBL Missouri, LLC (the “Dealership” or
“RMBL”), dated as of February 16, 2018, and is
subject to the terms of the Agreement.
This
Addendum can be amended or revised by the Ally Parties at any time
by giving RMBL 10 days’ notice of any change, provided,
however, that changes to terms that may otherwise by imposed under
the Agreement without notice or on less than 10 days’
notice may be implemented immediately. Changes made to the Addendum
by the Ally Parties do not constitute an amendment to the
Agreement. In the event the terms of the Addendum differ from the
terms of the Agreement (considered without reference to the
Addendum), the terms contained in the Addendum control. Any term
used in this Addendum but not defined herein has the meaning given
to such term in the Agreement.
RMBL’s
Credit Line is subject to the following terms and
conditions:
USED
MOTORCYLE CREDIT LINE:
|
Credit
Line:
|
● $25,000,000
Note: At all times, the “Minimum Required Balance”
under Credit Balance Agreement must be no less than 10% of Credit
Line available to Dealership.
|
|
Advance
Rate:
|
● Approved Auction:
100%
● Used Vehicles: 85%
of NADA “clean” or Black Book “clean”
wholesale value with no additions for options
● Minimum finance
amount: $3,000 per unit
|
|
Conditions
to Funding:
|
● Unit must be
located at an Ally Approved Location
● Unit must be
clearly tagged (or otherwise identified) as owned by
RMBL
● Title must be
assigned to “RMBL Missouri, LLC”
● Evidence of clear
(lien free) title must be provided prior to funding
● Any units being
re-floored need prior approval from the Ally Parties
|
|
Acquisition
Fees:
|
● $100 per unit for
floorplan amounts ≥ $3,000 and <
$5,000
● $25 per unit for
floorplan amounts ≥ $5,000
|
|
Audit /
Fees:
|
● Ally financed units
must be available for physical inspection and audit on business
days during normal business hours
● $100 audit fee per
day, per location, per audit
|
|
Eligible
Units:
|
● Motorcycles
only
● Model Year: Current
model year plus ten previous model years
● Mileage: Under
50,000 miles
● Engine capacity: at
least 500 cc
● Must be legal for
street use
● Eligible Brands:
All motorcycle inventory brands listed with NADA
● No modified or
conversion motorcycles
|
|
Curtailments
(Principal Reduction Payments):
|
● Auction Units: 10%
monthly principal reduction payments due for auction units on
floorplan longer than 60 days; payment in full due at 180
days
● Non-Auction
Units: 10% monthly principal reduction payments due for used
(non-auction) units “over the counter” on floorplan
longer than 90 days; payment in full at 180 days
● 10% payments are
based on original outstanding balance
|
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2
|
Release
Period:
|
● The full principal
balance is due no later than the next business day
following:
(i) the sale
of any unit; or
(ii) the
transportation or removal (for any reason) of a unit from its
assigned approved floorplan location; or
(iii) the
Dealership no longer being in possession of the unit for any reason
(it being understood that a unit in the possession of a third party
transporter is not in the Dealership’s
possession)
|
|
Titles:
|
● Evidence of clear
(lien free) title must be provided prior to funding
● Title must be
assigned to “RMBL Missouri, LLC”
● Titles must be held
by RumbleOn / RMBL at their main operations location or at approved
auction locations
● Titles for Ally
financed units must be available for audit on business days during
normal business hours (regardless of location)
|
|
Insurance
Requirements:
|
● All outside
insurance carriers must be approved by the Ally
Parties
● Minimum insurance
requirements are as follows:
o Comprehensive
(theft, wind & hail, flood, earthquake etc.) must cover 100% of
the wholesale outstandings; deductibles not to exceed $5,000 per
vehicle/$10,000 aggregate per occurrence (wind & hail
deductibles not to exceed $100,000 aggregate per
occurrence).
o False Pretense
Coverage (theft by prospective purchaser) must be in excess of
$50,000.
o Collision must be
obtained on all vehicles that will be driven (test drives, dealer
trades, special events, demos, etc.) with deductibles not to exceed
$2,500 per vehicle.
o Garage Liability
coverage must be in a minimum amount of $500,000.
● These Insurance
Requirements apply to RMBL regardless of insurance coverage
available through auctions
|
|
Other
Restrictions:
|
● No units may be
used as Demonstrators
● No units may be
used as Shop Rentals or otherwise loaned or leased to retail
customers
● The Delayed Payment
Privilege is not available to Dealership
● The Ally Parties
reserve the right to establish concentration limits for each
Approved Location
|
Agreed
to as of the Effective Date first listed above.
|
Ally Financial Inc.
By: /s/ Christian Kemp
Name:
Christian
Kemp
Title: Authorized
Representative
|
RMBL Missouri, LLC
By: /s/ Marshall
Chesrown
Name: Marshall
Chesrown
Title:
Manager
|
|
Ally Bank
By:
/s/ Christian Kemp
Name:
Christian
Kemp
Title: Authorized
Representative
|
|
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