AMENDED AND RESTATED OPERATING AGREEMENT OF COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of April 25, 2006Operating Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • Delaware
This AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) shall be effective as of the 25th day of April, 2006 and is entered into by Compass Diversified Trust and Compass Group Management LLC, as Members hereunder and pursuant to the provisions of the Act as in effect on the date hereof. Such Members hereby agree to the amendment and restatement of the Operating Agreement, dated as of November 18, 2005 (the “Original Agreement”), as set forth herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 1.9 and, unless otherwise specified, article and section references used herein refer to Articles and Sections of this Agreement.
OPERATING AGREEMENT OF COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of November 18, 2005Operating Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • Delaware
This OPERATING AGREEMENT shall be effective as of the 18th day of November 2005, and is entered into by Compass Group Management LLC (together with its successors and assigns, the “Member”), as the sole member hereunder and pursuant to the provisions of the Act as in effect on the date hereof. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Article II.
FORM OF MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN COMPASS GROUP DIVERSIFIED HOLDINGS LLC, AND COMPASS GROUP MANAGEMENT LLC Dated as of l, 2006Management Services Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • New York
MANAGEMENT SERVICES AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of l, 2006, 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”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties”.
FORM OF SUPPLEMENTAL PUT AGREEMENT BY AND BETWEEN COMPASS GROUP MANAGEMENT LLC AND COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of l, 2006Supplemental Put Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • New York
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”.
AMENDED AND RESTATED TRUST AGREEMENT OF COMPASS DIVERSIFIED TRUST AMONG COMPASS GROUP DIVERSIFIED HOLDINGS LLC as Sponsor, THE BANK OF NEW YORK (DELAWARE) as Delaware Trustee, AND THE REGULAR TRUSTEES NAMED HEREIN Dated as of April 25, 2006Trust Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • Delaware
AMENDED AND RESTATED TRUST AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 25, 2006 is entered into by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Sponsor”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and MR. I. JOSEPH MASSOUD and MR. JAMES J. BOTTIGLIERI, as the initial regular trustees and MR. ALAN B. OFFENBERG, as replacement regular trustee for MR. I. JOSEPH MASSOUD (each a “Regular Trustee”, together “Regular Trustees” and, collectively with the Delaware Trustee, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:
FORM OF CREDIT AGREEMENTCredit Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services
This Credit Agreement dated as of [___, 2006] (as amended, restated or otherwise modified from time to time, this “Agreement”) by and between [___], a [___] corporation (“Borrower”), and Compass Group Diversified Holdings LLC, (together with its successors and assigns, “Lender”), as lender.
