AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY
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JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.
BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
ILLINOIS. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
10.18. Waiver of Jury Trial.
EACH OF BORROWER, AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER
THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP
EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
[signature pages follow]
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The parties hereto have caused this Agreement to be duly executed and
delivered by their duly authorized officers as of the date first set forth
above.
COMPASS DIVERSIFIED HOLDINGS LLC
By:
/I. Joseph Massoud/
Title:
Chief Executive Officer
MADISON CAPITAL FUNDING LLC,
as Agent and a Lender
By:
/Craig Lacy/
Title:
Managing Director
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:
/Karen D. Myers/
Title:
Senior Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By:
/Susan Williams/
Title:
Vice President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
as a Lender
By:
/Yvonne Guajardo/
Title:
Vice President
ANNEX I
Revolving Loan Commitments and Pro Rata Shares
Revolving Commitment
Lender
Amount
Pro Rata
Share
Madison Capital Funding LLC
$ 165,000,000
66 %
U.S. Bank National Association
$ 25,000,000
10 %
The CIT Group/Business Credit, Inc.
$ 25,000,000
10 %
The Prudential Insurance Company of America
$ 35,000,000
14 %
TOTALS
$ 250,000,000
100 %
I-1
Annex II
Addresses
Compass Diversified Holdings LLC 61 Wilton Road 2nd Floor Westport,
Connecticut 06880
Attention:
Chief Financial Officer
Telephone:
(203) 221-1703
Telecopy:
(203) 221-8253
Madison Capital Funding LLC, as Agent and a Lender
Address for Notices:
30 South Wacker Drive Suite 3700 Chicago, Illinois 60606
Attention:
Account Manager for Compass Group
Telephone:
(312) 596-6900
Telecopy:
(312)