Transaction and Monitoring Fee Agreement Sample Contracts

BACKGROUND
Transaction and Monitoring Fee Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
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Contract
Transaction and Monitoring Fee Agreement • March 9th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • New York

THIS TRANSACTION AND MONITORING FEE AGREEMENT is dated as of November 2, 2004 (this “Agreement”) and is between New Skies Satellites B.V. (f/k/a Munaro Holding B.V.), a private company with limited liability organized under the laws of The Netherlands (the “Company”), and Blackstone Management Partners IV L.L.C., a Delaware limited liability company (the “Advisor”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED TRANSACTION AND MONITORING FEE AGREEMENT
Transaction and Monitoring Fee Agreement • December 3rd, 2009 • Team Health Holdings LLC • Services-help supply services • Delaware

This Amendment No. 1, dated December 1, 2009 (the “Amendment”), to the Amended and Restated Transaction and Monitoring Fee Agreement, dated as of March 7, 2006 (as the same may be amended, supplemented or otherwise modified from time to time, the “Monitoring Agreement”), between Team Health Holdings, L.L.C., a Delaware limited liability company (the “Company”) and successor-in-interest to Ensemble Acquisition LLC, and Blackstone Management Partners IV L.L.C., a Delaware limited liability company (“BMP”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Monitoring Agreement.

Contract
Transaction and Monitoring Fee Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • New York

THIS TRANSACTION AND MONITORING FEE AGREEMENT (this “Agreement”) is dated as of November 3, 2006 and is between Encore Medical Corporation, a Delaware corporation (the “Company”), and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”).

Contract
Transaction and Monitoring Fee Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec • Delaware

THIS AMENDED AND RESTATED TRANSACTION AND MONITORING FEE AGREEMENT is dated as of March 7, 2006 (this “Agreement”) and is between Team Health Holdings, L.L.C., a Delaware limited liability company (the “Company”) and successor-in-interest to Ensemble Acquisition LLC (“Acquisition”), and Blackstone Management Partners IV L.L.C., a Delaware limited liability company (“BMP”).

Contract
Transaction and Monitoring Fee Agreement • February 24th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • Delaware

This TRANSACTION AND MONITORING FEE AGREEMENT (this “Agreement”) is dated as of December 16, 2011 and is among Go Daddy Operating Company, LLC, a Delaware limited liability company (the “Company”), Kohlberg Kravis Robers & Co L.P., a Delaware limited partnership (“KKR”), Silver Lake Management Company III, L.L.C., a Delaware limited liability company (“Silver Lake”), and TCV VII Management, L.L.C., a Delaware limited liability company (“TCV”, and together with Silver Lake and KKR, the “Managers” and each a “Manager”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Amended and Restated Limited Liability Company Agreement of Desert Newco, LLC (together with its successors, including any IPO Corporation, “Newco”), dated as of December 16, 2011 (as it may be amended, supplemented or modified, the “LLC Agreement”).

Contract
Transaction and Monitoring Fee Agreement • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS AMENDED AND RESTATED TRANSACTION AND MONITORING FEE AGREEMENT (this “Agreement”) is dated as of November 20, 2007, and is by and between ReAble Therapeutics, Inc. (f/k/a, Encore Medical Corporation), a Delaware corporation which, following the consummation of the Transactions (as defined in Paragraph 3 of the Background, below), intends to change its name to “DJO Incorporated” (the “Company”), and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”).

AMENDMENT AND TERMINATION AGREEMENT
Transaction and Monitoring Fee Agreement • June 21st, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans • New York

This TERMINATION AGREEMENT (this “Agreement”) is dated as of June 17, 2011, by and among Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), Blackstone Management Partners IV L.L.C., a Delaware limited liability company (“BMP”), and Metalmark Management LLC (“MSCP Manager”). BMP and MSCP Manager are referred to herein collectively as the “Sponsor Management Entities”.

May 26, 2011
Transaction and Monitoring Fee Agreement • June 6th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans

Reference is made to that certain Transaction and Monitoring Fee Agreement dated as of September 23, 2004 (the “Agreement”) among Blackstone Management Partners IV L.L.C. (“BMP”), Metalmark Management LLC (“MSCP Manager”, and collectively with BMP, the “Sponsor Management Entities”) and Vanguard Health Systems, Inc. (the “Company”).

TRANSACTION AND MONITORING FEE AGREEMENT
Transaction and Monitoring Fee Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • New York

THIS TRANSACTION AND MONITORING FEE AGREEMENT (this “Agreement”) is made as of December 28, 2012, by and among Ancestry.com Inc., a Delaware corporation (the “Company”), Permira IV Limited (“PIV Ltd.”), Permira Advisers LLC (“Permira Advisers” and together with Permira Limited, “Permira”) and Applegate & Collatos, Inc. (“Spectrum”). Certain capitalized terms used herein are defined in Section 10 below.

BACKGROUND
Transaction and Monitoring Fee Agreement • November 12th, 2004 • VHS of Anaheim Inc • Hospital & medical service plans • New York
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