**Exhibit 10.7****FIRST AMENDMENT TO CREDIT AGREEMENT**          This First Amendment to Credit Agreement (this “Amendment”) is entered into as of December19, 2006, among Madison Capital Funding LLC, as Agent for the Lenders, the undersignedLenders, and Compass Group Diversified Holdings LLC, a Delaware limited liability company(“Borrower”).W I T N E S S E T H          WHEREAS, Borrower, Agent and Lenders are parties to that certain CreditAgreement dated as of November 21, 2006 (as amended to date, the “Credit Agreement”;capitalized terms used herein and not otherwise defined herein shall have the respectivemeanings given to them in the Credit Agreement); and          WHEREAS, Borrower has requested that Agent and Lenders agree to amend the Credit Agreement toadd a new basket to the Restricted Payments covenant set forth therein, subject to the terms andconditions contained herein;          NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants containedherein, the parties hereto agree as follows:          1. Amendment to Credit Agreement. In reliance upon the representations andwarranties of Borrower set forth in Section 2 below and subject to the conditions toeffectiveness set forth in Section 3 below:          (a) Section 7.4 of the Credit Agreement is hereby amended to add a comma and the word “and”at the end of clause (vi) of the second sentence of such Section 7.4 and to add a new clause (vii)at the end of such second sentence, as follows:          “(vii) each Portfolio Company may purchase or redeem shares of its stock from employees uponor in connection with termination of their employment, provided that (x) the amount paid to or asdirected by such employees in respect of all such purchases and redemptions shall not exceed$100,000 in the aggregate for any such Portfolio Company per Fiscal Year, and (y) no such purchaseor redemption shall be made by a Portfolio Company at any time when such Portfolio Company is inpayment default under any Intercompany Debt Document.”          2. Representations and Warranties. Borrower hereby represents and warrantsto Agent and Lenders that, both before and after giving effect to this Amendment:          (a) The execution, delivery and performance of this Amendment has beenduly authorized by all requisite corporate action on the part of Borrower;          (b) No Default or Event of Default has occurred and is continuing; and          (c) The representations and warranties of Borrower set forth in the CreditAgreement, as amended hereby, and in the other Loan Documents, as amended hereby, aretrue and correct in all material respects as of the date hereof, with the same effect asthough
 

 
made on the date hereof (except to the extent such representations and warranties expressly referto an earlier date, in which case they are true and correct in all material respects as of suchearlier date);          3. Conditions Precedent to Effectiveness. The effectiveness of thisAmendment is subject to the prior or concurrent consummation of each of the followingconditions:          (a) Agent shall have received a fully executed copy of this Amendment,together with such other documents, agreements and instruments as Agent may reasonablyrequire or request;          (b) all proceedings taken in connection with the transactions contemplated bythis Amendment and all documents, instruments and other legal matters incident thereto shallbe reasonably satisfactory to Agent and its legal counsel; and          (c) no Default or Event of Default shall have occurred and be continuing orshall be caused by the transactions contemplated by this Amendment.          4. Miscellaneous.          (a) GoverningLaw. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNALLAWS OF THE STATE OF ILLINOIS.          (b) Counterparts. This Amendment may be executed in any number of counterparts, and by theparties hereto on the same or separate counterparts, and each such counterpart, when executed anddelivered, shall be deemed to be an original, but all such counterparts shall together constitutebut one and the same Amendment.          (c) Reference to Credit Agreement. Each reference in the Credit Agreement to “thisAgreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in theCredit Agreement or in any other Loan Document, or other agreements, documents or otherinstruments executed and delivered pursuant to the Credit Agreement, shall mean and be a referenceto the Credit Agreement as amended by this Amendment.          (d)Costs and Expenses. Borrower acknowledges that Section 10.4 of the Credit Agreementapplies to this Amendment and the transactions, agreements and documents contemplated hereunder.**[Signature Page Follows]**
 

 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executedand delivered by their duly authorized officers as of the day and year first above written.         COMPASS GROUP DIVERSIFIED HOLDINGS    LLC             By: /s/ [ILLEGIBLE]           Title: CFO                  MADISON CAPITAL FUNDING, LLC,    as Agent and a Lender           By: /s/ [ILLEGIBLE]           Title: Managing Director                  U.S. BANK NATIONAL ASSOCIATION,    as a Lender         By: /s/ [ILLEGIBLE]         Title: VICE PRESIDENT               THE CIT GROUP/BUSINESS CREDIT, INC.,   as a Lender         By:           Title:                 THE PRUDENTIAL INSURANCE COMPANY OF   AMERICA,   as a Lender         By:           Title:         
 

 
         GOLUB CAPITAL CP FUNDING LLC,   as a Lender         By: /s/ [ILLEGIBLE]         Title:                 GOLUB INTERNATIONAL LOAN LTD. I,   as a Lender         By: Golub Capital International Management LLC,   as Collateral Manager         By: /s/ [ILLEGIBLE]         Title:                 GOLUB CAPITAL 2007 CLOLTD. ,   as a Lender         By: Golub Capital Management LLC, as Collateral   Manager           By: /s/ [ILLEGIBLE]         Title:                 ALLIED CAPITAL CORPORATION,   as a Lender         By: /s/ [ILLEGIBLE]         Title: Investment Officer       
 

 
        NEWSTAR WAREHOUSE FUNDING 2005 LLC,   as a Lender         By: NewStar Financial, Inc., its Manager         By: /s/ [ILLEGIBLE]         Title:                 NEWSTAR CP FUNDING LLC,   as a Lender         By: NewStar Financial, Inc., its Designated Manager         By: /s/ [ILLEGIBLE]         Title:                 NEWSTAR CREDIT OPPORTUNITIES FUNDING   I LTD.,   as a Lender         By: NewStar Financial, Inc., its Manager         By: /s/ [ILLEGIBLE]         Title: