0000950133-07-002479 Sample Contracts

INCREASE NOTICE, CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 29th, 2007 • Compass Group Diversified Holdings LLC • Services-help supply services

This Increase Notice, Consent and Second Amendment to Credit Agreement (this “Amendment”) is entered into as of May ___, 2007, among Madison Capital Funding LLC, as Agent for the Lenders, the undersigned Lenders, and Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”).

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FIRST AMENDMENT
Trust Agreement • May 29th, 2007 • Compass Group Diversified Holdings LLC • Services-help supply services

THIS FIRST AMENDMENT (“First Amendment”) dated May ___, 2007, to Amended and Restated Trust Agreement (“Agreement”) of Compass Diversified Trust, a Delaware statutory trust (the “Trust”), is made effective as of April 25, 2006, the effective date of the Agreement, by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Sponsor”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and MR. ALAN B. OFFENBERG and MR. JAMES J. BOTTIGLIERI, as the regular trustees (each a “Regular Trustee”, together “Regular Trustees” and, collectively with the Delaware Trustee, the “Trustees”).

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