Monitoring Fee Agreement Sample Contracts

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MONITORING FEE AGREEMENT
Monitoring Fee Agreement • January 29th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York

This MONITORING FEE AGREEMENT (this “Agreement”) is dated as of January 29, 2018, and is among Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Gates Corporation, a Delaware corporation (“Gates Corporation” and, together with the Company, the “New Gates Parties”), Blackstone Management Partners L.L.C., a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group L.P. (“Blackstone”), and Blackstone Tactical Opportunities Advisors L.L.C., a Delaware limited liability company affiliated with Blackstone (“BTOA” and, together with BMP, the “Managers”).

MONITORING FEE AGREEMENT
Monitoring Fee Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York

This Monitoring Fee Agreement (this “Agreement”) is made and entered into as of July 31, 2002, by and among Herbalife International, Inc., a Nevada corporation, on behalf of itself and each of its subsidiaries (collectively, the “Company”), and GGC Administration, L.L.C., a Delaware limited liability company (“Sponsor”).

Contract
Monitoring Fee Agreement • April 2nd, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • New York

THIS SECOND AMENDMENT TO THE MONITORING FEE AGREEMENT (as hereinafter defined) is dated as of April , 2013 (this “Amendment”) and is by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme (“Intelsat S.A.”), Intelsat (Luxembourg) S.A. (f/k/a Intelsat (Bermuda), Ltd.), a Luxembourg société anonyme (“Intelsat Luxembourg”), BC Partners Limited (“BC Partners”) and Silver Lake Management Company III, L.L.C. (“Silver Lake”) (each of Silver Lake and BC Partners, a “Sponsor” and, collectively, the “Sponsors”).

MONITORING FEE AGREEMENT
Monitoring Fee Agreement • February 5th, 2018 • Goff John C • Crude petroleum & natural gas

This MONITORING FEE AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2018, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), and Goff Focused Strategies, LLC, a Texas limited liability company (“Goff”), and, solely for purposes of Sections 3 and 4 hereof, each of the Purchasers (as defined herein). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Class B Convertible Preferred Unit Purchase Agreement, dated as of January 23, 2018 (the “Purchase Agreement”), by and among the Partnership and each of the Purchasers named therein (collectively, the “Purchasers”).

Contract
Monitoring Fee Agreement • July 31st, 2006 • Intelsat Intermediate Holding Company, Ltd. • Communications services, nec • New York

THIS MONITORING FEE AGREEMENT is dated as of July 3, 2006 (this “Agreement”) and is between Intelsat (Bermuda), Ltd., a Bermuda company (“Intelsat Bermuda”), Apax Europe V GP Co. Limited and Apax Partners, L.P. (collectively, “Apax”), Apollo Management V, L.P. (“Apollo”), MDP Global Investors Limited (“MDP”) and Permira Advisers, LLC (“Permira”) (each of Apax, Apollo, MDP and Permira, a “Sponsor”).

Contract
Monitoring Fee Agreement • February 8th, 2008 • Intelsat LTD • Communications services, nec • New York

THIS MONITORING FEE AGREEMENT is dated as of February 4, 2008 (this “Agreement”) and is by and among Intelsat (Bermuda), Ltd., a Bermuda exempted company (“Intelsat Bermuda”), BC Partners Limited (“BC Partners”) and Silver Lake Management Company III, L.L.C. (“Silver Lake”) (each of Silver Lake and BC Partners, a “Sponsor” and, collectively, the “Sponsors”).

LETTER AGREEMENT
Monitoring Fee Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services

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.

BACKGROUND
Monitoring Fee Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
Contract
Monitoring Fee Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York

THIS THIRD AMENDMENT TO THE MONITORING FEE AGREEMENT (as hereinafter defined) is dated as of April 23, 2013 (this “Amendment”) and is by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme (“Intelsat S.A.”), BC Partners Limited (“BC Partners”) and Silver Lake Management Company III, L.L.C. (“Silver Lake”) (each of Silver Lake and BC Partners, a “Sponsor” and, collectively, the “Sponsors”). Unless expressly stated otherwise herein, all capitalized terms shall have the meanings set forth in the Monitoring Fee Agreement.

MONITORING FEE AGREEMENT
Monitoring Fee Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • New York

THIS MONITORING FEE AGREEMENT is dated as of July 14, 2008 (this “Agreement”) and is between ExamWorks, Inc., a Delaware corporation (the “Company”), and Compass Partners, L.L.C., a New York limited liability company (“Compass”).

Contract
Monitoring Fee Agreement • March 19th, 2009 • Intelsat LTD • Communications services, nec

THIS AMENDMENT TO THE MONITORING FEE AGREEMENT (as hereinafter defined) is dated as of April 10, 2008 (this “Amendment”) and is by and among Intelsat (Bermuda), Ltd., a Bermuda exempted company (“Intelsat Bermuda”), BC Partners Limited (“BC Partners”) and Silver Lake Management Company III, L.L.C. (“Silver Lake”) (each of Silver Lake and BC Partners, a “Sponsor” and, collectively, the “Sponsors”). Unless expressly stated otherwise herein, all capitalized terms shall have the meanings set forth in the Monitoring Fee Agreement.

Contract
Monitoring Fee Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York

THIS SECOND AMENDMENT TO THE MONITORING FEE AGREEMENT (as hereinafter defined) is dated as of April 23, 2013 (this “Amendment”) and is by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme (“Intelsat S.A.”), Intelsat (Luxembourg) S.A. (f/k/a Intelsat (Bermuda), Ltd.), a Luxembourg société anonyme (“Intelsat Luxembourg”), BC Partners Limited (“BC Partners”) and Silver Lake Management Company III, L.L.C. (“Silver Lake”) (each of Silver Lake and BC Partners, a “Sponsor” and, collectively, the “Sponsors”).

AGREEMENT
Monitoring Fee Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
Contract
Monitoring Fee Agreement • April 2nd, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • New York

THIS THIRD AMENDMENT TO THE MONITORING FEE AGREEMENT (as hereinafter defined) is dated as of April , 2013 (this “Amendment”) and is by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme (“Intelsat S.A.”), BC Partners Limited (“BC Partners”) and Silver Lake Management Company III, L.L.C. (“Silver Lake”) (each of Silver Lake and BC Partners, a “Sponsor” and, collectively, the “Sponsors”). Unless expressly stated otherwise herein, all capitalized terms shall have the meanings set forth in the Monitoring Fee Agreement.

Contract
Monitoring Fee Agreement • March 15th, 2005 • Intelsat LTD • Communications services, nec • New York

THIS MONITORING FEE AGREEMENT is dated as of January 28, 2005 (this “Agreement”) and is among Zeus Merger Two Limited, a Bermuda company (the “Company”), Apax Europe V GP Co. Limited and Apax Partners, Inc. (collectively, “Apax”), Apollo Management V, L.P. (“Apollo”), MDP Global Investors Limited (“MDP”), and Permira Advisers, LLC (“Permira”) (each of Apax, Apollo, MDP and Permira, a “Sponsor”).

AMENDMENT TO MONITORING FEE AGREEMENT
Monitoring Fee Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • New York

This Amendment to Monitoring Fee Agreement (this “Amendment”) is dated as of January 7, 2010 (the “Amendment Date”), by and between ExamWorks, Inc., a Delaware corporation (the “Company”), and Compass Partners, L.L.C., a New York limited liability company (“Compass”).

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