Exhibit 10.1





  







	
        BANK OF AMERICA,

        N.A.

        MERRILL LYNCH,

        PIERCE, FENNER &

        SMITH

        INCORPORATED

        One Bryant Park

        New York, New York

        10036
	
        BARCLAYS

        745 Seventh Avenue

        New York, New York 10019
	
        CREDIT SUISSE AG

        CREDIT SUISSE LOAN FUNDING LLC

        Eleven Madison Avenue

        New York, NY 10010
	
        DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH

        DEUTSCHE BANK AG NEW YORK BRANCH

        DEUTSCHE BANK SECURITIES INC.

        60 Wall Street

        New York, New York 10005

         






 


March 6, 2019


 


 


Topaz Holdings LLC


2121 Avenue of the Stars, Suite 2300


Los Angeles, CA 90067


Attention: Eli Baker


 


Project Sparrow

Amendment to Commitment Letter


 


Ladies and Gentlemen:


 


Reference is made to
the Commitment Letter dated November 13, 2018 (including the exhibits and other attachments thereto, the “Commitment
Letter”) among Bank of America, N.A. (together with its designated affiliates, “Bank of America”),
Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its designated affiliates, “MLPFS”),
Barclays Bank PLC (“Barclays”), Credit Suisse AG (acting through such of its affiliates and branches
as it deems appropriate, “CS”), Credit Suisse Loan Funding LLC (“CSLF”; CS
and CSLF, collectively, “Credit Suisse”), Deutsche Bank AG Cayman Islands Branch (“DBCI”),
Deutsche Bank AG New York Branch (“DBNY”) and Deutsche Bank Securities Inc. (“DBSI”,
and together with Bank of America, MLPFS, Barclays, Credit Suisse, DBNY and DBCI, collectively, “we”,
 “us” or the “Commitment Parties”) and you. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Commitment Letter.


 


You have advised the
Commitment Parties that you desire to amend the Commitment Letter as set forth below.


 


1.                  
Amendments to the Commitment Letter.


 


The parties hereto
agree that the Commitment Letter is hereby amended as follows:


 


(a) 
the reference to “$50.0 million” contained in the first sentence appearing under the heading “Availability”
set forth in the ABL Facility Term Sheet is hereby deleted and replaced with the text “the greater of (x) $80.0 million,
less the amount by which the Financing Amount (as defined in the Fee Letter) (other than the ABL Facility and ABL loans drawn thereunder)
exceeds $300.0 million and (y) $50.0 million”; and


 





     


     


    




(b) 
all references to Topaz Holdings Corp. in the Commitment Letter are hereby deemed to be references to Topaz Holdings
LLC.


 


2.                  
Miscellaneous.


 


As of the date hereof,
each reference in the Commitment Letter to “this Commitment Letter,” “hereunder,” “hereof,”
 “herein,” or words of like import, and each reference in the Fee Letter to the Commitment Letter (including, without
limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be
a reference to the Commitment Letter, as amended by this amendment letter (this “Amendment Letter”).
Except as specifically amended herein, the Commitment Letter shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment Letter shall not operate as a waiver
under the Commitment Letter, and nor shall it constitute an amendment of any provision of the Commitment Letter, except as expressly
contemplated hereby.


 


This Amendment Letter
may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the parties
hereto. This Amendment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all
of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this
Amendment Letter by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall
be effective as delivery of a manually executed counterpart hereof.


 


This Amendment Letter
is binding and enforceable as of the date hereof against each party hereto and its successors and permitted assigns. Section headings
used in this Amendment Letter are for convenience of reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.


 


Each of the parties
hereto hereby agrees that provisions with respect to jurisdiction, governing law, venue and waiver of jury trial of the Commitment
Letter are incorporated by reference herein, mutatis mutandis, and shall have the same force and effect with respect to
this Amendment Letter as if originally set forth herein.


 


 


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If the foregoing comports
with our understanding of our agreements, please execute this Amendment Letter in the space provided below.


 





	 	Very truly yours,
	 	 
	 	BANK OF AMERICA, N.A.
	 	 
	 	 
	 	By:  	/s/ Justin Neubauer
	 	 	Name: Justin Neubauer
	 	 	Title: Director
	 	 	 
	 	 	 
	 	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
	 	 	 
	 	 	 
	 	By: 	 /s/ Justin Neubauer
	 	 	Name: Justin Neubauer
	 	 	Title: Director







 


 




    [Amendment to Commitment Letter]


     


    




 


 


If the foregoing comports
with our understanding of our agreements, please execute this Amendment Letter in the space provided below.


 


 





	 	BARCLAYS BANK PLC
	 	 	 
	 	 	 
	 	By: 	 /s/ Thomas Blouin
	 	 	Name: Thomas Blouin
	 	 	Title: Managing Director


 







 




    [Amendment to Commitment Letter]


     


    


 


 


If the foregoing comports
with our understanding of our agreements, please execute this Amendment Letter in the space provided below.


 





	 	Very truly yours,
	 	 	 
	 	CREDIT SUISSE LOAN FUNDING LLC
	 	 
	 	 
	 	By: 	 /s/ Adam Forchheimer
	 	 	Name: Adam Forchheimer
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	 	 
	 	 
	 	By: 	/s/ Mikhail Faybusovich
	 	 	Name: Mikhail Faybusovich
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	By:	 /s/ Komal Shah
	 	 	Name: Komal Shah
	 	 	Title: Authorized Signatory


 







 


 




    
[Amendment to Commitment Letter]


     


    


 


If the foregoing comports
with our understanding of our agreements, please execute this Amendment Letter in the space provided below.


 





 


	 	Very truly yours,
	 	 	 
	 	DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
	 	 
	 	 
	 	By: 	/s/ Edwin E. Roland
	 	 	Name: Edwin E. Roland
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By: 	/s/ Alvin Varughese
	 	 	Name: Alvin Varughese
	 	 	Title: Director
	 	 	 
	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	 
	 	 
	 	By: 	/s/ Edwin E Roland
	 	 	Name: Edwin E. Roland
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By: 	/s/ Alvin Varughese
	 	 	Name: Alvin Varughese
	 	 	Title: Director
	 	 	 
	 	 	 
	 	DEUTSCHE BANK SECURITIES INC.
	 	 
	 	 	 
	 	By:	 /s/ Edwin E. Roland
	 	 	Name: Edwin E. Roland
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By:	 /s/ Alvin Varughese
	 	 	Name: Alvin Varughese
	 	 	Title: Director


 







 




     [Amendment to Commitment Letter]


     


    


 


 








	Accepted and agreed to as of

the date first above written:
	 
	TOPAZ HOLDINGS LLC 
	 
	By:	 /s/ Jeff Sagansky
	Name: Jeff Sagansky
	Title: President


 







 



    [Amendment to Commitment Letter]