AMENDMENT OF MANAGEMENT SERVICES AGREEMENT
Exhibit 10.12
AMENDMENT OF MANAGEMENT SERVICES AGREEMENT
This AMENDMENT OF MANAGEMENT SERVICES AGREEMENT (the “Agreement”), is entered into as of March
___, 2008, by and between Compass Group Diversified Holdings LLC, a Delaware limited liability
company (the “Company”) and Compass Group Management LLC, a Delaware limited liability company (the “Manager”).
RECITALS:
WHEREAS, the Company and Manager entered into that certain Management Services Agreement dated
as of May 16, 2006 (the “MSA”);
WHEREAS, the Company and Manager desire to amend certain provisions of the MSA in accordance
with the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual premises and the respective mutual agreements
contained herein, the Company and Manager agree as follows:
1. Remuneration of the Chief Executive Officer and Chief Financial Officer. The
second sentence of Subsection 8.2(b) of the MSA is hereby deleted in its entirety and replaced with
the following sentence:
“For the avoidance of doubt, except as set forth in Section 8.2(c) hereof, the
Company shall have no obligation to reimburse the Manager for the compensation and
other compensation-related expenses of any employees, representatives, delegates and
seconded officers of the Manager and its Affiliates.”
2. Effectiveness of MSA. Except as otherwise provided in this Agreement, the terms
and provisions of the MSA remain in full force and effect.
3. Governing Law. This Agreement shall be construed under and shall be governed by
the laws of the State of New York, without regard to the conflicts of law provisions thereof to the
extent such principles or rules would require or permit the application of the laws of another
jurisdiction.
4. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.
[Signature page immediately follows.]
IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment of Management
Services Agreement as of the date first above written.
COMPANY: | ||||||||
Compass Group Diversified Holdings LLC, | ||||||||
a Delaware limited liability company | ||||||||
By: | ||||||||
Name: | ||||||||
Title: | Chief Financial Officer | |||||||
MANAGER: | ||||||||
Compass Group Management LLC, | ||||||||
a Delaware limited liability company | ||||||||
By: | ||||||||
Name: | I. Xxxxxx Xxxxxxx | |||||||
Title: | Managing Member |
Signature Page
Amendment to Management Services Agreement
Amendment to Management Services Agreement