SUPPLEMENTAL PUT AGREEMENT

Exhibit 10.4

FORM OF
SUPPLEMENTAL PUT AGREEMENT
BY AND BETWEEN
COMPASS GROUP MANAGEMENT LLC
AND
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
Dated as of l , 2006

TABLE OF CONTENTS

      SUPPLEMENTAL PUT AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “ Agreement ”), dated as of ___, 2006 is made by and between COMPASS GROUP MANAGEMENT LLC, a Delaware limited liability company (the “ Holder ”) and COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “ Issuer ”). Each party hereto shall be referred to as, individually, a “ Party ” and, collectively, the “ Parties ”.

      WHEREAS , the Issuer was formed for the purpose of engaging in an initial public offering of shares of Compass Diversified Trust (the “ IPO ”), a Delaware statutory trust (the “ Trust ”), and the other transactions relating thereto (together with the IPO, the “ IPO Transactions ”), all as described in the Trust’s and Issuer’s prospectus, dated as of ___, 2006 (the " Prospectus ”);

      WHEREAS , in connection with the formation of the Issuer, Holder acquired 100% of the Allocation Interests of the Issuer for a capital investment of $100,000 (the “ Capital Investment ”); provided , that the receipt of liquidity rights with respect to the Allocation Interests pursuant to this Agreement was a condition to the Holder’s making of such Capital Investment and acquiring of such Allocation Interests;

      WHEREAS , Holder made such Capital Investment for the purpose of providing funds to the Issuer to engage in the IPO Transactions, and Issuer believes that it was in Issuer’s best interest to receive such Capital Investment and to use such Capital Investment to fund its activities relating to the IPO Transactions;

      WHEREAS , Issuer has determined that it would be unable to engage in and consummate the IPO Transactions without the Capital Investment from the Holder; and

      WHEREAS , Issuer agrees that in consideration of Holder having made such Capital Investment and Holder’s participation in the consummation of the IPO Transactions for the benefit of the Issuer, Issuer desires to, and Issuer hereby does, grant the liquidity rights specified herein to the Holder with respect to the Allocation Interests.

      NOW THEREFORE , in consideration of the mutual covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions .

     Except as otherwise noted, for all purposes of this Agreement, the following terms shall have the respective meanings set forth in this Section 1.1, which meanings shall apply equally to the singular and plural forms of the terms so defined and the words “herein,” “hereof” and

“hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision:

      “Agreement” has the meaning set forth in the preamble of this Agreement.

      “Allocation Interests” has the meaning set forth in the LLC Agreement.

      “Board of Directors” means the Board of Directors of the Issuer, or any committee thereof that has been duly authorized by the Board of Directors to make a decision on the matter in question or bind the Issuer as to the matter in question.

     " Business Day ” means any day other than a Saturday, a Sunday or a day on which banks in The City of New York are required, permitted or authorized, by applicable law or executive order, to be closed for regular banking business.

      “Capital Investment” has the meaning set forth in the recitals of this Agreement.

      “Code” means the United States Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section of the Code shall be deemed to include a reference to any corresponding provision of law in effect in the future.

      “Engagement Date” has the meaning set forth in Section 2.1(b) hereof.

      “Fiscal Quarter” means the Issuer’s fiscal quarter for purposes of its reporting obligations under the Exchange Act.

      “GAAP” means generally accepted accounting principles in effect in the United States, consistently applied.

      “Holder” has the meaning set forth in the preamble of this Agreement.

      " Holder Approved Investment Banks ” has the meaning set forth in Section 2.1(a) hereof.

      “Incur ” means, with respect to any Indebtedness or other obligation of a Person, to create, issue, acquire (by conversion, exchange or otherwise), assume, suffer, guarantee or otherwise become liable in respect of such Indebtedness or other obligation.

      “Indebtedness” means, with respect to any Person, (i) any liability for borrowed money, or under any reimbursement obligation relating to a letter of credit, (ii) all indebtedness (including bond, note, debenture, purchase money obligation or similar instrument) for the acquisition of any businesses, properties or assets of any kind (other than property, including inventory, and services purchased, trade payables, other expenses accruals and deferred compensation items arising in the Ordinary Course of Business), (iii) all obligations under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (iv) any liabilities of others described in the preceding clauses (i) to (iii) (inclusive) that such Person has guaranteed or that is otherwise its legal liability, and (v) (without duplication) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (i) through (iv) above.

      “Indemnified Parties” has the meaning set forth in Article V hereof.

      “IPO” has the meaning set forth in the recitals of this Agreement.

      “IPO Transactions” has the meaning set forth in the recitals of this Agreement.

      “Issuer” has the meaning set forth in the preamble of this Agreement.

     " LLC Agreement ” means the Amended and Restated Operating Agreement of Compass Group Diversified Holdings LLC, dated as of the date hereof, including all exhibits and schedules attached thereto, as may be amended, revised, supplemented or otherwise modified from time to time.

      “Managed Subsidiary’ means any Subsidiary of the Issuer.

     " Management Services Agreement ” means the Management Services Agreement entered into by and among the Holder, the Issuer and the other parties thereto, dated as of the date hereof, as amended or otherwise modified from time to time.

      " Manager ” means the Holder in its capacity as manager of the Issuer under the Management Services Agreement.

      “Maturity Amount” has the meaning set forth in Section 2.1(d) hereof.

      “Maturity Date” has the meaning set forth in Section 2.1(d) hereof.

      “Ordinary Course of Business” means, with respect to any Person, an action taken by such Person if such action is (i) consistent with the past practices of such Person and is taken in the normal day-to-day business or operations of such Person and (ii) which is not required to be specifically authorized or approved by the board of directors of such Person.

      “Over-Paid Profit Distributions” has the meaning set forth in the LLC Agreement.

      “Party” and “Parties” have the meaning set forth in the preamble of this Agreement.

     " Person ” means any individual, company (whether general or limited), limited liability company, corporation, trust, estate, association, nominee or other entity.

      " Profit Distribution Amount ” has the meaning set forth in the LLC Agreement.

      “Prospectus” has the meaning set forth in the recitals of this Agreement.

      " Put Closing ” means the consummation of the purchase of the Put Securities for the Put Price on the Put Right Closing Date.

      “Put Note” has the meaning set forth in Section 2.1(d) hereof.

      “Put Notice” has the meaning set forth in Section 2.1(a) hereof.

      “Put Price” has the meaning set forth in Section 2.1(b) hereof.

      “Put Right” has the meaning set forth in Section 2.1(a) hereof.

      “Put Right Closing Date ” means the date that is the twentieth (20 ^th ) Business Day immediately following the day on which the second of the Holder Approved Investment Banks delivers its calculation of the Profit Distribution Amount to the Holder and Issuer in accordance with Section 2.1(b) hereof, or such other day as may be agreed upon by the Parties.

      “Put Right Event” means the earlier of (i) the termination of the Management Services Agreement other than as a result of the Holder’s resignation as Manager therefrom, and (ii) the Holder’s resignation as Manager under the Management Services Agreement on any date that is at least three (3) years after the date hereof.

      “Put Right Event Date” means the date upon which the Put Right Event occurs.

      “Put Right Exercise Date” means the date upon which the Holder provides written notice to the Issuer exercising its Put Right in accordance with Section 2.1(a) hereof.

      “Put Securities” has the meaning set forth in Section 2.1(a) hereof.

     " Subsidiary ” means, with respect to any Person, any corporation, company, joint venture, limited liability company, association or other entity in which such Person owns, directly or indirectly, more than 50% of the outstanding voting equity securities or interests, the holders of which are generally entitled to vote for the election of the Board of Directors or other governing body of such entity.

      “Trust” has the meaning set forth in the recitals of this Agreement.

      “Under-Paid Profit Distributions” has the meaning set forth in the LLC Agreement.

ARTICLE II
PUT RIGHT

Section 2.1 Put Right.

     (a)  Obligation; Exercise. Subject to the other terms and conditions set forth in this Section 2.1 hereof, upon the occurrence of the Put Right Event, the Holder shall have the right, but not the obligation (the “ Put Right ”), which right is exercisable by providing written notice to the Issuer in accordance with this Section 2.1(a) hereof (the “ Put Notice ”), to elect to cause the Issuer to purchase all, but not less than all, of the Allocation Interests then held by the Holder (the “ Put Securities ”) for the Put Price, as of the Put Right Exercise Date, on the Put Right Closing Date; provided, however , that Holder must exercise its Put Right by providing the Put Notice during the one (1) year period immediately following the Put Right Event Date. The Put Notice shall specify (i) the Holder’s intention to exercise the Put Right granted hereunder, (ii) the Put Right Event giving rise to the Put Right, (iii) the Put Right Event Date, (iv) the names of four independent, nationally recognized investment banks, as well as specific contact persons thereof, acceptable to the Holder for purposes of the calculations required by Section 2.1(b) hereof (each

a “ Holder Approved Investment Bank ”) , (v) the location of the Put Closing, (vi) wire instructions for payment of the Put Price on the Put Right Closing Date, and (vii) whether or not the Holder will be electing to receive a Put Note in accordance with Section 2.1(d) hereof.

     (b)  Calculation of Put Price. The “Put Price” shall be equal to, as of the Put Right Exercise Date:

     (i) if the Management Services Agreement is terminated other than as a result of the Holder’s resignation as Manager of the Issuer therefrom, the sum of two separate, independently made calculations of the Profit Distribution Amount as of the Put Right Exercise Date; or

     (ii) if the Holder resigns from serving as Manager of the Issuer under the Management Services Agreement and terminates the Management Services Agreement, the average of two separate, independently made calculations of the Profit Distribution Amount as of the Put Right Exercise Date;

      provided, that, except as set forth herein, the Profit Distribution Amount shall be calculated in accordance with the applicable terms of the LLC Agreement; provided, further, that, in each case, the Put Price shall be calculated assuming that (x) all of the Managed Subsidiaries owned by the Issuer as of the Put Right Exercise Date are sold in an orderly fashion for fair market value as of the Put Right Exercise Date in the order in which the controlling interest in each Managed Subsidiary was acquired by the Issuer and (y) the last day of the Fiscal Quarter ending immediately prior to the Put Right Exercise Date is the relevant calculation date for purposes of calculating the Profit Distribution Amount as of the Put Right Exercise Date; provided, further, that each of the two separate, independently made calculations of the Profit Distribution Amount for purposes of calculating the Put Price shall be performed by a different Holder Approved Investment Bank that shall be engaged by the Issuer within fifteen (15) Business Days of the Put Right Exercise Date (the “ Engagement Date ”); provided, further, that the Put Price shall be, on a dollar-for-dollar basis (A) reduced by the aggregate amount of any Over-Paid Profit Distributions, if any, existing as of the relevant calculation date or (B) increased by the aggregate amount of any Under-Paid Profit Distributions, if any, existing as of the relevant calculation date, in each case, as determined in the manner set forth in the LLC Agreement or, if disputed, as determined finally and conclusively for all purposes hereunder by either one of the Holder Approved Investment Banks. The Issuer shall be responsible for paying any fees, costs and expenses associated with the engagement of the Holder Approved Investment Banks. The Issuer sha