exv10w7



 





Exhibit 10.7




FIRST AMENDMENT TO CREDIT AGREEMENT




          This First Amendment to Credit Agreement (this “Amendment”) is entered into as of December
19, 2006, among Madison Capital Funding LLC, as Agent for the Lenders, the undersigned
Lenders, 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 Credit
Agreement 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 respective
meanings given to them in the Credit Agreement); and



          WHEREAS, Borrower has requested that Agent and Lenders agree to amend the Credit Agreement to
add a new basket to the Restricted Payments covenant set forth therein, subject to the terms and
conditions contained herein;



          NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained
herein, the parties hereto agree as follows:



          1. Amendment to Credit Agreement. In reliance upon the representations and
warranties of Borrower set forth in Section 2 below and subject to the conditions to
effectiveness 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 upon
or in connection with termination of their employment, provided that (x) the amount paid to or as
directed 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 purchase
or redemption shall be made by a Portfolio Company at any time when such Portfolio Company is in
payment default under any Intercompany Debt Document.”



          2. Representations and Warranties. 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. The effectiveness of this
Amendment is subject to the prior or concurrent consummation of each of the following
conditions:



          (a) Agent shall have received a fully executed copy of this Amendment,
together with such other documents, agreements and instruments as Agent may reasonably
require or request;



          (b) all proceedings taken in connection with the transactions contemplated by
this Amendment and all documents, instruments and other legal matters incident thereto shall
be reasonably satisfactory to Agent and its legal counsel; 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 ILLINOIS.



          (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]




 









 








          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/ [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 CLO
LTD. ,	 
	 	 	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: