##### 



Exhibit 10.10
 INCREASE
NOTICE AND FOURTH AMENDMENT TO CREDIT AGREEMENT
 Amendment Madison Borrower
  Credit
Agreement
 Attachment I:
 Section 2.1.3 Specified Term Loan
Increase Section 2.1.3
   Specified Term Loan Increase. Section 2.1.3 Section
2.1.3




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Effective Date
 Allocation of Specified Term Loan Increase.
 Amendments
to Credit Agreement
  Existing
Portfolio Company EBITDA plus Section 7.4
 2




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provided,
 January 2007
    
    February 2007
    
    March 2007
    
    April 2007Anodyne
    
    $
    452,000
    
    
    $
    229,000
    
    
    $
    899,000
    
    
    $
    396,000Advanced Circuits
    
    $
    1,658,000
    
    
    $
    1,777,000
    
    
    $
    1,975,000
    
    
    $
    1,712,000Aeroglide
    
    $
    1,296,000
    
    
    $
    729,000
    
    
    $
    1,135,000
    
    
    $
    972,000American
Furniture
    
    $
    2,088,000
    
    
    $
    2,029,000
    
    
    $
    2,327,000
    
    
    $
    1,390,000CBS
    
    $
    904,000
    
    
    $
    682,000
    
    
    $
    2,722,000
    
    
    $
    1,693,000Halo
    
    $
    (247,000
    )
    
    $
    423,000
    
    
    $
    (222,000
    )
    
    $
    (147,000
    )Silvue
    
    $
    556,000
    
    
    $
    715,000
    
    
    $
    552,000
    
    
    $
    630,000
 August
    
    SeptemberMay 2007
    
    June 2007
    
    July 2007
    
    2007
    
    2007Anodyne
    
    $
    237,000
    
    
    $
    346,000
    
    
    $
    612,000
    
    
    $
    735,000
    
    
    $
    392,000Advanced Circuits
    
    $
    1,890,000
    
    
    $
    1,915,000
    
    
    $
    1,797,000
    
    
    $
    1,936,000
    
    
    $
    1,889,000Aeroglide
    
    $
    804,000
    
    
    $
    957,000
    
    
    $
    415,000
    
    
    $
    595,000
    
    
    $
    460,000American
Furniture
    
    $
    1,261,000
    
    
    $
    979,000
    
    
    $
    870,000
    
    
    $
    1,032,000
    
    
    $
    1,160,000
 3




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##### 



August
    
    SeptemberMay 2007
    
    June 2007
    
    July 2007
    
    2007
    
    2007CBS
    
    $
    1,638,000
    
    
    $
    2,500,000
    
    
    $
    1,495,000
    
    
    $
    2,174,000
    
    
    $
    3,599,000Halo
    
    $
    587,000
    
    
    $
    883,000
    
    
    $
    106,000
    
    
    $
    1,166,000
    
    
    $
    1,447,000Silvue
    
    $
    598,000
    
    
    $
    603,000
    
    
    $
    622,000
    
    
    $
    555,000
    
    
    $
    687,000 "
 
 New Portfolio Company EBITDA plus, Section 7.4
 Attachment II
 4




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Representations and Warranties of Borrower
    Conditions Precedent to Effectiveness.
    Miscellaneous.
 Governing
Law
 Counterparts
 Reference to Credit Agreement
 5




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Costs and Expenses
 [Signature Page Follows]
 6




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COMPASS GROUP DIVERSIFIED HOLDINGSLLCBy:
    
    /s/ [ILLEGIBLE]Title:
    
    CFO




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MADISON CAPITAL FUNDING LLC,as Agent and a LenderBy:
    
    /s/ [ILLEGIBLE]Title:
    
    Managing Director




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U.S. BANK NATIONAL ASSOCIATION,as a LenderBy:
    
    /s/ [ILLEGIBLE]Title:
    
    VICE PRESIDENT




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NEWSTAR CP FUNDING LLC, as a LenderBy: NewStar Financial, Inc., its Designated ManagerBy:
    
    /s/ [ILLEGIBLE]Title:
    
    Managing DirectorNEWSTAR CREDIT OPPORTUNITIES FUNDINGII LTD., as a LenderBy: NewStar Financial, Inc, its ManagerBy:
    
    /s/ [ILLEGIBLE]Title:
    
    Managing Director




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FIFTH THIRD BANK, as a LenderBy:
    
    /s/ [ILLEGIBLE]Title:
    
    Vice President




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ALLIED IRISH BANKS, P.L.C., as a LenderBy:
    
    /s/ Joanne GibsonTitle:
    
    Assistant Vice PresidentBy:
    
    /s/ Shreya ShahTitle:
    
    Vice President




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SUNTRUST BANK, as a LenderBy:
    
    /s/ J. Mathew RowandTitle:
    
    Vice President




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BRANCH BANKING AND TRUST COMPANY,as a LenderBy:
    
    /s/ [ILLEGIBLE]Title:
    
    Vice President




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THE PRIVATEBANK AND TRUST COMPANY,as a LenderBy:
    
    /s/ [ILLEGIBLE]Title:
    
    Managing Director




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CITIBANK, N.A., as a LenderBy:
    
    /s/ Rob ZiemerTitle:
    
    Vice President




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AIB DEBT MANAGEMENT LIMITED, as a LenderBy:
Title:
    
    /s/ Joanne Gibson

Assistant vice PresidentInvestment Advisor toAIB Debt Management Limited
 By:
Title:
    
    /s/ Shreya Shah

Vice PresidentInvestment Advisor toAIB Debt Management Limited




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GOLUB CAPITAL SENIOR LOANOPPORTUNITY FUND, LTD., as a LenderBy: Golub Capital Incorporated, as Collateral ManagerBy:
    
    /s/ [ILLEGIBLE]Title:GOLUB CAPITAL CP FUNDING LLC, as a LenderBy:
    
    /s/ [ILLEGIBLE]Title:GOLUB CAPITAL MASTER FUNDING LLC, as a LenderBy:
    
    /s/ [ILLEGIBLE]Title:GOLUB INTERNATIONAL LOAN LTD. I, as a LenderBy: Golub Capital International Management LLC,as Collateral ManagerBy:
    
    /s/ [ILLEGIBLE]Title:




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AUDAX CREDIT OPPORTUNITIES OFFSHORELTD., as a LenderBy:
Title:
    
    /s/ [ILLEGIBLE]

Michael P. MoGonigleAuthorized Signatory




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ATTACHMENT I TO
INCREASE NOTICE AND FOURTH AMENDMENT
 See attached pages




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##### 



ATTACHMENT II TO
INCREASE NOTICE AND FOURTH AMENDMENT
 Existing Portfolio Company EBITDA for each Existing Portfolio Company
 1.
    
    Consolidated Net Income for such Existing Portfolio Company
    
    
    $2.
    
    Plus:
    
    Interest Expense
    
    
    $income tax expense
    
    
    $depreciation
    
    
    $amortization
    
    
    $Management Fees satisfied by or otherwise allocable to
such Existing Portfolio Company
    
    
    $Non-cash charges
reflecting in-process research
and development
    
    
    $Expense due to
forgiveness of non-cash loans to
management
    
    
    $Other non-cash expenses
(or less gains or income) for
which no cash outlay (or
receipt) is foreseeable
    
    
    $Integration costs
incurred in connection with the
integration of add-on Targets*
    
    
    $For periods prior to the
acquisition of such Portfolio Company:Pro Forma EBITDA for such Portfolio Company
    
    
    $
 
 *
    
    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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New Portfolio Company EBITDA for each New Portfolio Company
 For periods after the acquisition of
such New Portfolio Company:1.
    
    Consolidated Net Income for such New Portfolio Company
    
    
    $2.
    
    Plus:
    
    Interest Expense
    
    
    $income tax expense
    
    
    $depreciation
    
    
    $amortization
    
    
    $Management Fees satisfied by or otherwise allocable to
such New Portfolio Company
    
    
    $Non-cash charges
reflecting in-process research
and development
    
    
    $Expense due to
forgiveness of non-cash loans to
management
    
    
    $Other non-cash expenses
(or less gains or income) for
which no cash outlay (or
receipt) is foreseeable
    
    
    $Integration costs
incurred in connection with the
integration of add-on Targets**
    
    
    $For periods prior to the
acquisition of such Portfolio Company:Pro Forma EBITDA for such Portfolio Company
    
    
    $
 
 **
    
    Not to exceed the lesser of (x) 15%of New Portfolio Company EBITDA of such New 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, and only to the extent incurred within the
first 24 months after the Acquisition of applicable Add-On Target and approved by Agent.




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ATTACHMENT I TO
INCREASE NOTICE AND FOURTH AMENDMENT
 See attached pages




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ATTACHMENT II TO
INCREASE NOTICE AND FOURTH AMENDMENT
 Existing Portfolio Company EBITDA for each Existing Portfolio Company
 1.
    
    Consolidated Net Income for such Existing Portfolio Company
    
    
    $2.
    
    Plus:
    
    Interest Expense
    
    
    $income tax expense
    
    
    $depreciation
    
    
    $amortization
    
    
    $Management Fees satisfied by or otherwise allocable to
such Existing Portfolio Company
    
    
    $Non-cash charges
reflecting in-process research
and development
    
    
    $Expense due to
forgiveness of non-cash loans to
management
    
    
    $Other non-cash expenses
(or less gains or income) for
which no cash outlay (or
receipt) is foreseeable
    
    
    $Integration costs
incurred in connection with the
integration of add-on Targets*
    
    
    $For periods prior to the
acquisition of such Portfolio Company:Pro Forma EBITDA for such Portfolio Company
    
    
    $
 
 *
    
    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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##### 



New Portfolio Company EBITDA for each New Portfolio Company
 For periods after the acquisition of
such New Portfolio Company:1.
    
    Consolidated Net Income for such New Portfolio Company
    
    
    $2.
    
    Plus:
    
    Interest Expense
    
    
    $income tax expense
    
    
    $depreciation
    
    
    $amortization
    
    
    $Management Fees satisfied by or otherwise allocable to
such New Portfolio Company
    
    
    $Non-cash charges
reflecting in-process research
and development
    
    
    $Expense due to
forgiveness of non-cash loans to
management
    
    
    $Other non-cash expenses
(or less gains or income) for
which no cash outlay (or
receipt) is foreseeable
    
    
    $Integration costs
incurred in connection with the
integration of add-on Targets**
    
    
    $For periods prior to the
acquisition of such Portfolio Company:Pro Forma EBITDA for such Portfolio Company
    
    
    $
 
 **
    
    Not to exceed the lesser of (x) 15% of New Portfolio Company EBITDA of such New 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, and only to the extent incurred within the
first 24 months after the Acquisition of applicable Add-On Target and approved by Agent.