LETTER AGREEMENT
LETTER AGREEMENT
May 28, 2009
ExamWorks, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx xx Xxxxxx
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Re: |
Monitoring Fee Agreement, dated July 14, 2008, between Compass Partners, L.L.C. and ExamWorks, Inc. (the “Monitoring Agreement”) |
Dear Xxxxxx:
The purpose of this letter is to correct a recently discovered mutual mistake in the definition of EBITDA in the Monitoring Agreement. Effective July 14, 2008, as originally intended, the Monitoring Fee shall be equal to five percent (5%) of the Company’s “Adjusted EBITDA” as that term is defined from time to time in that certain Credit Agreement dated as of July 14, 2008 between the Company and Bank of America, N.A., as amended from time to time.
Except as amended above, the Monitoring Agreement shall continue to be in full force and effect.
Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this Letter Agreement.
| Very truly yours, | ||
| Compass Partners, L.L.C. | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx President |
| Agreed and Accepted: |
| ExamWorks, Inc. |
| By: | /s/ Xxxxxx Xxxxxxxxx xx Xxxxxx |
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| Xxxxxx Xxxxxxxxx xx Xxxxxx | |
| Chief Financial Officer | |
| Date: | May 29, 2009 |
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