EX-10.1





 Exhibit 10.1 

Execution Version 

October 6, 2020 
 Montrose Environmental
Group, Inc. 
 1 Park Plaza, Suite 1000 
 Irvine, CA 92614 

Ladies and Gentlemen: 
 Reference is made to
that certain Credit Agreement, dated as of April 13, 2020 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Montrose Environmental Group, Inc., a
Delaware corporation (“Parent Borrower”), the other Loan Parties from time to time party thereto, Unitranche Loan Transaction LLC and each other financial institutions from time to time party thereto and named therein as a Lender
(collectively, the “Lenders” and individually each a “Lender”), Capital One, National Association, as administrative agent (the “Agent”) and joint arranger and for itself as a Lender (including as
Swing Lender) and such other Lenders (including the L/C issuers) and HPS Investment Partners, LLC, as joint arranger thereunder. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement. 
 At the request of Parent Borrower, Agent and the undersigned Lenders constituting all Lenders agree that the definition of
“Applicable Rate” set forth in Section 1.01 of the Credit Agreement is amended as follows: 

“Applicable Rate” means (a) with respect to the Incremental Term Loan, the percentage(s) per annum set forth in the
Incremental Term Loan Lender Joinder Agreement, (b) with respect to Revolving Loans, (1) three and one-half percent (3.50%) per annum for Eurocurrency Rate Loans and (2) two and one-half percent (2.50%) per annum for Base Rate Loans and (c) for Term Loans, (i) from the Closing Date until the day prior to October 6, 2020, (1) five percent (5.00%) per annum for Eurocurrency
Rate Loans and (2) four percent (4.00%) per annum for Base Rate Loans and (ii) on and after October 6, 2020, (1) four and one-half percent (4.50%) per annum for Eurocurrency Rate Loans and
(2) three and one-half percent (3.50%) per annum for Base Rate Loans. 
 Each Loan Party agrees
to the foregoing, and each Guarantor ratifies and reaffirms its guaranty of the Obligations after giving effect to the foregoing. 
 This
letter agreement shall not be effective until the Agent has received a duly executed counterpart hereto from the Parent Borrower, the other Loan Parties and the undersigned Lenders. Nothing in this letter amendment shall be deemed to be an amendment
of any provisions of the Credit Agreement other than as expressly set forth above. This letter amendment shall be governed by, and construed in accordance with, the laws of the State of New York (including
Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York) without regards to conflicts of law principles that would require
application of the laws of another jurisdiction and all applicable laws of the United States of America. 












 
All terms of the Credit Agreement and the other Loan Documents, as amended hereby, remain in full force and effect and constitute the legal, valid, binding obligations of the Loan Parties
enforceable against the Loan Parties in accordance with such terms, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally. This letter amendment shall be
binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns. This letter amendment sets forth the entire
understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect hereto. This letter amendment may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one agreement. Delivery of an executed counterpart of this letter amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a
manually executed counterpart hereof. 
 [Signature Pages Follow] 












 
			
	Very truly yours,
	
	CAPITAL ONE, NATIONAL ASSOCIATION, as Agent and as a Lender
		
	By:	 	 /s/ Alfredo Wang

	 Name:
	 	 Alfredo Wang

	 Title:
	 	 Duly Authorized Signatory

	
	UNITRANCHE LOAN TRANSACTION, as a Lender
		
	By:	 	Capital One, National Association, as Manager
		
	By:	 	 /s/ Earl F. Smith III

	 Name:
	 	 Earl F. Smith III

	 Title:
	 	 Duly Authorized Signatory

		
	By:	 	HPS Investment Partners, LLC, as Manager
		
	By:	 	 /s/ Michael Fenstermacher

	Name:	 	Michael Fenstermacher
	 Title:
	 	 Managing Director




  
 [Montrose Environmental
– Letter Amendment Fall 2020] 













 Acknowledged and Agreed as of the date set forth above: 

 

			
	 PARENT BORROWER:

	
	MONTROSE ENVIRONMENTAL GROUP, INC.
		
	By:	 	 /s/ Allan Dicks

	 Name:
	 	 Allan Dicks

	 Title:
	 	 Chief Financial Officer

	
	 CANADIAN BORROWER:

	
	 1203524 B.C. LTD.

		
	By:	 	 /s/ Allan Dicks

	 Name:
	 	 Allan Dicks

	 Title:
	 	 Treasurer



  
 [Montrose Environmental
– Letter Amendment Fall 2020] 













 GUARANTORS: 

ANALYTICAL ENVIRONMENTAL SERVICES 
 ADVANCED
GEOSERVICES CORP. 
 ENTHALPY ANALYTICAL, LLC 

ENVIRONMENTAL PLANNING SPECIALISTS, INC. 

ENVIROSYSTEMS, INCORPORATED 
 ES ENGINEERING SERVICES,
LLC 
 FRS ENVIRONMENTAL REMEDIATION, INC. 

LEYMASTER ENVIRONMENTAL CONSULTING, LLC 
 MONTROSE AIR
QUALITY SERVICES, LLC 
 MONTROSE WATER AND SUSTAINABILITY SERVICES, INC. 

NAUTILUS ENVIRONMENTAL, INC. 
 PARS ENVIRONMENTAL, INC.

 TARGET EMISSION SERVICES USA, LLC 
 MONTROSE
PLANNING & PERMITTING, LLC 
 MONTROSE WASTE-TO-RESOURCES,
LLC 
 TARGET EMISSION SERVICES INC. 
 AIR, WATER
AND SOIL LABORATORIES, INC. 
 LEHDER ENVIRONMENTAL SERVICES LIMITED 

EMERGING COMPOUNDS TREATMENT TECHNOLOGIES, INC. 

MONTROSE FOREIGN HOLDINGS, INC. 
 THE CENTER FOR
TOXICOLOGY AND ENVIRONMENTAL HEALTH, 
 L.L.C. 

CTEH LEASING, L.L.C. 
 CTEH PROPERTIES, L.L.C. 

CTEH GOVERNMENT SERVICES, LLC 
 CTEH IT SERVICES, LLC

  

			
	By:	 	 /s/ Allan Dicks

	 Name:
	 	 Allan Dicks

	 Title:
	 	 Treasurer


 MONTROSE ENVIRONMENTAL SOLUTIONS, LLC 

MONTROSE MEASUREMENTS AND ANALYTICS, LLC 
 MONTROSE
SERVICES, LLC 
  

			
	By:	 	Montrose Environmental Group, Inc., its Member
		
	By:	 	 /s/ Allan Dicks

	 Name:
	 	 Allan Dicks

	 Title:
	 	 Chief Financial Officer



  
 [Montrose Environmental
– Letter Amendment Fall 2020] 














			
	MONTROSE ENVIRONMENTAL GROUP AB
		
	By:	 	 /s/ Vijay Manthripragada

	 Name:
	 	 Vijay Manthripragada

	 Title:
	 	 Authorized Signatory



  
 [Montrose Environmental
– Letter Amendment Fall 2020]