0000950133-08-001080 Sample Contracts

AMENDMENT OF MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • March 14th, 2008 • Compass Group Diversified Holdings LLC • Services-help supply services • New York

This AMENDMENT OF MANAGEMENT SERVICES AGREEMENT (the “Agreement”), is entered into as of March ___, 2008, by and between Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”) and Compass Group Management LLC, a Delaware limited liability company (the “Manager”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2008 • Compass Group Diversified Holdings LLC • Services-help supply services
INCREASE NOTICE AND FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2008 • Compass Group Diversified Holdings LLC • Services-help supply services

* Not to exceed the lesser of (x) 15% of Existing Portfolio Company EBITDA of such Existing Portfolio Company after giving effect to the Acquisition of the applicable add-on Target and (y) forty percent (40%) of the Pro Forma EBITDA of the applicable add-on Target ($9,000,000 in the case of the Acquisition of Staffmark Investments LLC by CBS), and only to the extent incurred within the first 24 months (36 months in the case of the Acquisition of Staffmark Investments LLC by CBS) after the Acquisition of applicable Add-On Target and approved by Agent.

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