Second Amendment to Credit Agreement



 Exhibit 10.1 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 This Second Amendment to Credit
Agreement (this “Amendment”) is entered into as of April 2, 2012, among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”), Toronto Dominion (Texas) LLC, as Agent for the
Lenders, and the undersigned Lenders. 
 W I T N E S S E T H 

WHEREAS, Borrower, Lenders and Agent are parties to that certain Credit Agreement dated as of October 27, 2011 (as amended to date,
the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement); 

WHEREAS, Borrower has requested that the Lenders holding portions of the Term Loan agree to amend the Credit Agreement in certain
respects; 
 NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties
hereto agree as follows: 
 1. Amendments to Credit Agreement. Subject to the terms and conditions contained herein, the
parties hereto hereby agree to amend the Credit Agreement as follows: 
 (a) The first paragraph of the definition of
“Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “With respect to the Term Loan, the Applicable Margin shall mean (i) 4.00%, in the case of the portion of the Term Loan comprised of Base Rate Loans and (ii) 5.00%, in the case of the
portion of the Term Loan comprised of LIBOR Loans.” 
 (b) The proviso to the definition of “LIBOR Rate” in
Section 1.1 of the Credit Agreement is hereby amended by replacing each reference therein to “1.50%” with a reference to “1.25%”. 
 (c) Section 2.10.1 of the Credit Agreement is hereby amended by replacing the reference therein to “October 27, 2012” with a reference to “the first anniversary of the date of
effectiveness of that certain Second Amendment to this Agreement, dated as of April 2, 2012, among Borrower, the Agent and certain Lenders,” 
 2. Representations and Warranties of Borrower. Borrower hereby represents and warrants to Agent and Lenders that, both before and after giving effect to this Amendment: 

(a) The execution, delivery and performance of this Amendment has been duly 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 Credit Agreement, as amended hereby, and in the other Loan Documents,
as amended hereby, are true and correct in all material respects as of the date hereof, with the same effect as though made on the date hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which
case they are true and correct in all material respects as of such earlier date). 







 3. Conditions Precedent to Effectiveness. This Amendment shall become effective on
the date when each of the following conditions shall have been fulfilled to the satisfaction of the Agent: 
 (a) Agent shall
have received a copy of this Amendment executed by Borrower, Agent and each Lender holding a portion of the Term Loan, together with such other documents, agreements and instruments as Agent may reasonably require or request in connection herewith;

 (b) Borrower shall have paid to each Lender a fully earned, non-refundable fee in an amount equal to 1.00% of the outstanding
portion of the Term Loan owed to such Lender; and 
 (c) no Default or Event of Default shall have occurred and be continuing or
shall be caused by the transactions contemplated by this Amendment. 
 4. Miscellaneous. 

(a) Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

 (b) Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same
or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. 

(c) Reference to Credit Agreement. Each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import, and each reference in the Credit Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Credit Agreement,
shall mean and be a reference to the Credit Agreement as amended by this Amendment. 
 (d) Costs and Expenses. Borrower
acknowledges that Section 10.4 of the Credit Agreement applies to this Amendment and the transactions, agreements and documents contemplated hereunder. 
 [Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their duly authorized officers as of the day and year first above written. 
  

			
	COMPASS GROUP DIVERSIFIED HOLDINGS LLC
		
	By:	 	 /s/ James J. Bottiglieri

	Title:	 	 Chief Financial Officer










 
			
	 TORONTO DOMINION (TEXAS) LLC,
 as Agent

		
	By:	 	 /s/ Bebi Yasin

	Title:	 	 Authorized Signatory



  

			
	TD BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Todd Antico

	Title:	 	 Senior Vice President











			
	 TORONTO DOMINION (TEXAS) LLC,
 as a Lender

		
	By:	 	 /s/ Bebi Yasin

	Title:	 	 Authorized Signatory


 AMMC VII, LIMITED 
 AMMC CLO IX, LIMITED 
 AMMC CLO X, LIMITED 

 

							
		 		 	By:	 	American Money Management Corp.,
		 		 		 	as Collateral Manager
		 	as a Lender

  

			
	By:	 	 /s/ David P. Meyer

	Name:	 	 David P. Meyer

	 Title:
	 	 Senior Vice President


  

			
	ASF1 LOAN FUNDING LLC,
	as a Lender
	
	 /s/ Lynette Thompson

	By:	 	 Lynette Thompson

	Title:	 	 Director


  

			
	 AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD.,

	 as a Lender

	
	 /s/ Michael P. McGonigle

	 By:
	 	 Michael P. McGonigle

	 Title:
	 	 Authorized Signatory


  

			
	AUDAX CREDIT OPPORTUNITIES (SBA), LLC,
	as a Lender
		 	
	 /s/ Michael P. McGonigle

	By:	 	 Michael P. McGonigle

	Title:	 	 Authorized Signatory










			
	BMO HARRIS FINANCING, INC.,
	as a Lender
	
	 /s/ Katherine K. Robinson

	By:	 	 Katherine K. Robinson

	Title:	 	 Vice President


  

			
	BRANCH BANKING AND TRUST COMPANY,
	as a Lender
		
	By:	 	 /s/ Steve W. Whitcomb

	Title:	 	 Senior Vice President


  

			
	
	 /s/ Joe Morin

	as a Lender
		
	By:	 	 Joe Morin

	Title:	 	
Vice President – Canso Investment Counsel Ltd.

		
	For:	 	 Conso Bank Loan Fund


 BRIDGEPORT CLO LTD. 
 SCHILLER PARK CLO LTD. 
 BURR RIDGE CLO PLUS LTD. 

BRIDGEPORT CLO II LTD. 
  

			
	By:	  	Deerfield Capital Management LLC, their
	Collateral Manager

  

			
	By:	 	 /s/ Stephen J. Vaccaro

	Name:	 	 Stephen J. Vaccaro

	Title:	 	 Authorized Signatory


 HEWETT’S ISLAND CLO V, LTD. 
 HEWETT’S ISLAND CLO VI, LTD. 
 PRIMUS CLO I, LTD. 

PRIMUS CLO II, LTD. 
  

			
	By:	  	CypressTree Investment Management, LLC, their
	Collateral Manager

  

			
	By:	 	 /s/ Stephen J. Vaccaro

	Name:	 	 Stephen J. Vaccaro

	Title:	 	 Authorized Signatory









 COLUMBUSNOVA CLO LTD. 2006-I 
 COLUMBUSNOVA CLO LTD. 2006-II 
 COLUMBUSNOVA CLO LTD. 2007-I 

COLUMBUSNOVA CLO IV LTD. 2007 
  

			
	 By:
	  	Columbus Nova Credit Investments
	 Management, LLC, its Collateral Manager


  

			
	By:	 	 /s/ Stephen J. Vaccaro

	Name:	 	 Stephen J. Vaccaro

	Title:	 	 Authorized Signatory


 CIFC FUNDING 2006-I, LTD. 
 CIFC FUNDING 2006-IB, LTD. 
 CIFC FUNDING 2006-II, LTD. 

CIFC FUNDING 2007-I, LTD. 
 CIFC FUNDING 2007-II,
LTD. 
 CIFC FUNDING 2007-III, LTD. 

CIFC FUNDING 2007-IV, LTD. 
 CIFC FUNDING 2011-I,
LTD. 
  

			
	 By:
	  	CIFC Investment Management LLC,
	 its Collateral Manager


  

			
	By:	 	 /s/ Stephen J. Vaccaro

	Name:	 	 Stephen J. Vaccaro

	Title:	 	 Authorized Signatory


  

			
	FIFTH THIRD BANK, an Ohio banking corporation,
	as a Lender
	
	 /s/ Philip Renwick

	By:	 	 Philip Renwick

	Title:	 	 Vice President


 GOLDENTREE LOAN OPPORTUNITIES III, LIMITED 

 

			
	 By:
	 	GoldenTree Asset Management, LP,
	 as a Lender

		
	 By:
	 	 /s/ Karen Weber

	 Title:
	 	 Director – Bank Debt









 GOLDENTREE LOAN OPPORTUNITIES IV, LIMITED 

 

			
	By:	 	GoldenTree Asset Management, LP,
	as a Lender
		
	By:	 	 /s/ Karen Weber

	Title:	 	 Director – Bank Debt


 GOLDENTREE LOAN OPPORTUNITIES V, LIMITED 

 

			
	By:	 	GoldenTree Asset Management, LP,
	as a Lender
		
	By:	 	 /s/ Karen Weber

	Title:	 	 Director – Bank Debt


 THE UNIVERSITY OF CHICAGO 
  

			
	By: GoldenTree Asset Management, LP,
	as a Lender
		
	By:	 	 /s/ Karen Weber

	Title:	 	 Director – Bank Debt


 SC PRO LOAN II LIMITED 
  

			
	By:	 	GoldenTree Asset Management, LP,
	as a Lender
		
	By:	 	 /s/ Karen Weber

	Title:	 	 Director – Bank Debt


 SWISS CAPITAL PRO LOAN III PLC 
  

			
	By:	 	GoldenTree Asset Management, LP,
	as a Lender
		
	By:	 	 /s/ Karen Weber

	Title:	 	 Director – Bank Debt


 GOLUB INTERNATIONAL LOAN LTD. I, 
 as a Lender 
  

			
	By:	 	Golub Capital International Management LLC,
	as a Collateral Manager
	
	 /s/ Christina D. Jamieson

		
	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory


  







 GOLUB CAPITAL MANAGEMENT CLO 2007-1, LTD, 
 as a Lender 
  

			
	By:	 	Golub Capital LLC,
	as a Collateral Manager

  

			
	 /s/ Christina D. Jamieson

	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory


 GOLUB CAPITAL PARTNERS FUNDING 2007-1 LTD., 
 as a Lender 
  

			
	By:	 	Golub Capital Incorporated,
	as Servicer
	
	 /s/ Christina D. Jamieson

	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory


 GOLUB CAPITAL SENIOR LOAN OPPORTUNITY FUND, LTD., 
 as a Lender 
  

			
	By:	 	GC Advisors LLC, as agent
	
	 /s/ Christina D. Jamieson

	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory


 GOLUB CAPITAL FUNDING CLO-8, LTD, 
 as a Lender 
  

			
	By:	 	Golub Capital Partners Management Ltd,
	as Collateral Manager
	
	 /s/ Christina D. Jamieson

	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory









 GC ADVISORS LLC as Agent for United Insurance Company of America, 

as a Lender 
  

			
	 /s/ Christina D. Jamieson

		
	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory


 GOLUB CAPITAL BDC FUNDING LLC, 
 as a Lender 
  

			
	By:	 	GC Advisors LLC, as agent
	
	 /s/ Christina D. Jamieson

		
	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory


 GC ADVISORS LLC as Agent for Federal Insurance Company, 
 as a Lender 
  

			
	 /s/ Christina D. Jamieson

		
	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory


 GOLUB CAPITAL PEARLS DIRECT LENDING PROGRAM, L.P., 
 as a Lender 
  

			
	By:	 	GC Advisors LLC, its Manager
	
	 /s/ Christina D. Jamieson

	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory


 GOLUB CAPITAL PARTNERS CLO 10, LTD., 
 as a Lender 
  

			
	By:	 	GC Advisors LLC, its Agent
	
	 /s/ Christina D. Jamieson

		
	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory


 GC ADVISORS LLC as Agent for Ironshore Specialty 
 Insurance Company, 
 as a Lender 

 

			
	 /s/ Christina D. Jamieson

		
	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory









 GC ADVISORS LLC as Agent for Lincoln Investment 
 Solutions, Inc., 
 as a Lender 

 

			
	 /s/ Christina D. Jamieson

		
	By:	 	 Christina D. Jamieson

	Title:	 	 Authorized Signatory


  

			
	MADISON CAPITAL FUNDING LLC,
	as a Lender
		
	By:	 	 /s/ Kevin Bolash

	Title:	 	 Kevin Bolash, Senior Vice President


 VENTURE V CDO LIMITED, 
 as a Lender 
  

			
	By:	 	its investment advisor, MJX Asset Management, LLC
		
	By:	 	 /s/ Michael Regan

	Title:	 	 Managing Director


 VENTURE VI CDO LIMITED, 
 as a Lender 
  

			
	By:	 	its investment advisor, MJX Asset Management, LLC
		
	By:	 	 /s/ Michael Regan

	Title:	 	 Managing Director


 VENTURE VII CDO LIMITED, 
 as a Lender 
  

			
	By:	 	its investment advisor, MJX Asset Management, LLC
		
	By:	 	 /s/ Michael Regan

	Title:	 	 Managing Director









 VENTURE VIII CDO, LIMITED, 
 as a Lender 
  

			
	By:	 	its investment advisor, MJX Asset Management, LLC
		
	By:	 	 /s/ Michael Regan

	Title:	 	 Managing Director


 VENTURE IX CDO, LIMITED, 
 as a Lender 
  

			
	By:	 	its investment advisor, MJX Asset Management, LLC
		
	By:	 	 /s/ Michael Regan

	Title:	 	 Managing Director


  

			
	MORGAN STANLEY BANK, N.A.,
	as a Lender
	
	 /s/ Harry Comninellis

	By:	 	 Harry Comninellis

	Title:	 	 Authorized Signatory


 NEWSTAR CP FUNDING LLC 
  

			
	By:	 	NewStar Financial, Inc., its Designated Manager
		
	By:	 	 /s/ Michael J. Faherty Jr.

	Name:	 	 Michael J. Faherty Jr.

	Title:	 	 Director


 NEWSTAR CREDIT OPPORTUNITIES FUNDING II LTD. 

 

			
	By:	 	NewStar Financial, Inc., its Manager
		
	By:	 	 /s/ Michael J. Faherty Jr.

	Name:	 	 Michael J. Faherty Jr.

	Title:	 	 Director


 NEWSTAR COMMERCIAL LOAN FUNDING 2012-1 LLC 

 

			
	By:	 	NewStar Financial, Inc., its Designated Manager
		
	By:	 	 /s/ Michael J. Faherty Jr.

	Name:	 	 Michael J. Faherty Jr.

	Title:	 	 Director









 NEWSTAR SHORT-TERM FUNDING LLC 

 

			
	By:	 	NewStar Financial, Inc., its Designated Manager
		
	By:	 	 /s/ Michael J. Faherty Jr.

	Name:	 	 Michael J. Faherty Jr.

	Title:	 	 Director


 DAVIDSON RIVER TRADING, LLC, 
 as a Lender 
  

			
	By:	 	SunTrust Bank, its Manager
		
	By:	 	 /s/ Douglas Weltz

	Title:	 	 Director


  

			
	SUNTRUST BANK,
	as a Lender
		
	By:	 	 /s/ Christopher Fellows

	Title:	 	 Portfolio Manager, Middle Market Banking


 TELOS CLO 2006-1, LTD 
 TELOS CLO 2007-2, LTD 
  

			
	By:	 	Tricadia Loan Management, LLC
		
	By:	 	 /s/ Jonathan Tepper

	Title:	 	 Jonathan Tepper, Director


  

			
	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Jason Nadler

	Title:	 	 Vice President


 WEBSTER BANK, 

as a Lender 
  

			
	By:	 	 /s/ Robert W. Towns

	Title:	 	 Senior Vice President