Exhibit
10.1


 


AMENDMENT
NO. 1 TO CREDIT AGREEMENT


 


AMENDMENT
NO. 1 TO CREDIT AGREEMENT dated as of March 30, 2020 (this “Amendment”) by and among ATLAS TC HOLDINGS LLC,
a Delaware limited liability company (“Holdings”), ATLAS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability
company (the “Borrower”), the Lenders and Issuing Banks party hereto, and Macquarie Capital Funding LLC, as
Administrative Agent and Collateral Agent.


 


The
parties hereto desire to amend that certain Credit Agreement dated as of February 14, 2020 (the “Credit Agreement”)
by and among Holdings, Atlas TC BUYER LLC, as the Initial Borrower, the Borrower,
the Lenders and Issuing Banks party thereto from time to time, and Macquarie Capital Funding LLC, as Administrative Agent and
Collateral Agent as set forth therein.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


Section
1. Defined Terms; References. Unless
otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned
to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and
“hereby” and each other similar reference and each reference to “this Agreement” and each other similar
reference contained in the Credit Agreement shall, after the First Amendment Effective Date (as defined below), refer to the Credit
Agreement as amended by this Amendment (the “Amended Credit Agreement”). This Amendment is a Loan Document.


 


Section
2. Amendment to Credit Agreement. Effective
as of the First Amendment Effective Date, Section 5.19(b) of the Credit Agreement is hereby amended by changing “the
date that is forty-five (45) days after the Closing Date” to “11:59 p.m. (New York City time) on March 31, 2020”.


 


Section
3. Ratification and Reaffirmation. Each
Loan Party party hereto hereby ratifies and reaffirms (a) the Loan Document Obligations under the Amended Credit Agreement and
each of the other Loan Documents to which it is a party and all of the covenants, duties, indebtedness and liabilities under the
Amended Credit Agreement and the other Loan Documents to which it is a party and (b) the Liens and security interests created
in favor of the Collateral Agent and the Lenders pursuant to each Security Document; which Liens and security interests shall
continue in full force and effect during the term of the Amended Credit Agreement, and shall continue to secure the Loan Document
Obligations, in each case, on and subject to the terms and conditions set forth in the Amended Credit Agreement and the other
Loan Documents.


 


Section
4. Representations and Warranties. Each
Loan Party party hereto hereby represents and warrants to the Administrative Agent, the Issuing Banks and the Lenders that:


 


(a) Each
Loan Party party hereto has the requisite corporate (or equivalent) power and authority to enter into this Amendment. The execution,
delivery and performance of this Amendment have been duly authorized by all necessary action on the part of each Loan Party party
hereto. This Amendment has been duly executed and delivered on behalf of each Loan Party party hereto. This Amendment constitutes
a legally valid and binding obligation of each Loan Party party hereto, enforceable against each such Loan Party in accordance
with its terms, except as enforceability may be limited by Debtor Relief Laws, by the principle of good faith and fair dealing,
or limiting creditors’ rights generally or by equitable principles relating to enforceability.


 






     


     


    

 


(b) The
execution, delivery and performance of this Amendment by each Loan Party party hereto do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority, except (a) such as have
been obtained and are in full force and effect, (b) for filings and recordings with respect to the Collateral to be made or otherwise
that have been delivered to the Collateral Agent for filing and/or recordation and (c) those approvals, consents, registrations
or other actions or notices, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


(c) The
execution, delivery and performance of this Amendment by each Loan Party party hereto (i) will not violate any provision of any
Requirements of Law applicable to or otherwise binding on Holdings, the Borrower, or any of the Restricted Subsidiaries, except
to the extent such violation could not be reasonably expected to have a Material Adverse Effect, (ii) will not result in or require
the creation or imposition of any Lien upon any of the properties or assets of Holdings, the Borrower or any of the Restricted
Subsidiaries (other than any Liens created under any of the Loan Documents in favor of the Collateral Agent, on behalf of the
Secured Parties, or Liens created after the date hereof under any secured Junior Financing) or (iii) will not violate any of the
Organizational Documents of such Loan Party or otherwise require any approval of any stockholder, member or partner of such Loan
Party, except for such approvals or consents which have been or will be obtained on or before the First Amendment Effective Date.


 


Section
5. Governing Law. (a) THIS AMENDMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE
STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF
NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND, BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION
OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL
JURISDICTION OVER SUCH PERSON, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AMENDMENT
BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH PERSON.


 


(b)
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT BROUGHT
IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH
COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(c)
EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AMENDMENT or the transactions contemplated hereby.


 






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Section
6. Counterparts. This Amendment may
be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original
but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment
by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Amendment.


 


Section
7. Effectiveness. This Amendment shall
become effective on the date on which the Administrative Agent shall have received from the Borrower, Holdings, the Administrative
Agent, the Collateral Agent, the Issuing Banks and the Lenders sufficient to constitute, collectively, the Required Lenders, a
duly executed counterpart of this Amendment signed on behalf of such party (the “First Amendment Effective Date”).


 


[SIGNATURE
PAGES FOLLOW]








 






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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as
of the day and year first above written.


 


	 	ATLAS
    TC HOLDINGS LLC, as Holdings
	 	 	 
	 	By:  	/s/
    L. Joe Boyer
	 	Name:
    	L.
    Joe Boyer
	 	Title:
    	Chief
    Executive Officer and Director


  


	 	ATLAS
    INTERMEDIATE HOLDINGS LLC, as Borrower
	 	 	 
	 	By:
    	/s/
    L. Joe Boyer
	 	Name:
    	L.
    Joe Boyer
	 	Title:
    	Chief
    Executive Officer


 


[Signature
page to Atlas First Amendment to Credit Agreement]


  



     


     


    




 





	 	MACQUARIE
    CAPITAL FUNDING LLC, as the Administrative Agent, the Collateral Agent, Issuing Bank and a Lender
	 	 
	 	By	/s/
    Michael Barrish
	 	 	Name:
    Michael Barrish
	 	 	Title:  Authorized
    Signatory
	 	 

	 	By	/s/
    Lisa Grushkin
	 	 	Name:
    Lisa Grushkin
	 	 	Title:  Authroized
    Signatory


 


[Signature
page to Atlas First Amendment to Credit Agreement]


 






     


     


    

 


	 	NATIXIS,
    NEW YORK BRANCH, as Issuing Bank and a Lender
	 	 
	 	By	/s/
    Christopher Dorsett
	 	 	Name:
    Christopher Dorsett
	 	 	Title:  Managing
    Director
	 	

	 	By	/s/
    Robin Gruner
	 	 	Name:
    Robin Gruner
	 	 	Title:  Vice
    President


 


[Signature
page to Atlas First Amendment to Credit Agreement]