10.1
UNSECURED PROMISSORY NOTE
$2,500,000.00 April 1, 2024
For value received, Fathom Manufacturing, LLC, a Delaware limited liability company (the “Borrower”), promises to pay to CORE Industrial Partners Fund I, L.P. (the “Lender”) on behalf of CORE Industrial Partners Fund I, L.P., a Delaware limited partnership (“Main Fund”) and CORE Industrial Partners Fund I Parallel, L.P., a Delaware limited partnership (“Parallel Fund” and together with the Main Fund, collectively, the “Lending Parties” and each, a “Lending Party”), on the Maturity Date (as defined herein), the amount of, and to pay interest on, the principal sum outstanding from time to time, as such amount may be increased by PIK Interest (as defined herein) (the “Outstanding Principal Amount”) under this unsecured promissory note, dated as of the Closing Date (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Note”) at the rates set forth in this Note.
The Lending Parties have agreed to make the Term Loan (as defined herein) available to the Borrower in consideration of the Borrower’s covenants and performance hereunder and the guarantee of the Borrower’s payment and performance hereunder by the Guarantors (as defined herein). The Note Parties (as defined herein) will derive substantial direct and indirect benefits from the Term Loan to the Borrower pursuant to this Note and are willing to have Borrower execute and deliver this Note in order to induce the Lending Parties to make the Term Loan.
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“Material Adverse Effect” means any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the business, operations, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Note Parties, taken as a whole, to perform their payment obligations under the Note Documents, or (c) the rights of or benefits available to the Lender or the Lending Parties under the Note Documents.
“Solvent” and “Solvency” mean, immediately after giving effect to the Transactions, (a) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis, respectively; (b) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Borrower and its Subsidiaries on a consolidated basis will not conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.
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“Subsidiary” and “Subsidiaries” have the meanings ascribed to them in the Credit Agreement.
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IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.
FATHOM MANUFACTURING, LLC,
as the Borrower
By: /s/ Mark T. Frost
Name: Mark T. Frost
Title: Chief Financial Officer
[Signature Page to Unsecured Promissory Note]
ACCEPTED AND AGREED:
CORE INDUSTRIAL PARTNERS FUND I, L.P.,
as the Lender and as a Lending Party
By: CORE Industrial Partners GP I, LLC
Its: General Partner
By: /s/ John May
Name: John May
Title: Managing Partner
CORE INDUSTRIAL PARTNERS FUND I PARALLEL, L.P., as a Lending Party
By: CORE Industrial Partners GP I, LLC
Its: General Partner
By: /s/ John May
Name: John May
Title: Managing Partner
[Signature Page to Unsecured Promissory Note]
Schedule 1
Addresses for Notices
Borrower:
Mark Frost Fathom Manufacturing, LLC 1050 Walnut Ridge Drive Hartland, WI 53029 Attention: Mark Frost mark.frost@fathommfg.com 262-563-5541 | Lender:
CORE Industrial Partners, LLC 150 N. Riverside Plaza, Suite 2020 Chicago, Illinois 60606 Attention: John May, Matthew Puglisi john@coreipfund.com, matt@coreipfund.com 312-566-4880 |