SECOND AMENDED AND RESTATED TRUST AGREEMENT OF COMPASS DIVERSIFIED HOLDINGS AMONG COMPASS GROUP DIVERSIFIED HOLDINGS LLC as Sponsor, BNY MELLON TRUST OF DELAWARE as Delaware Trustee, AND THE REGULAR TRUSTEES NAMED HEREIN, Dated as of December 6, 2016Trust Agreement • December 7th, 2016 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • Delaware
SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 6, 2016 (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Sponsor”), BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and MR. ALAN B. OFFENBERG and MR. RYAN J. FAULKINGHAM, as the regular trustees (each a “Regular Trustee”, together “Regular Trustees” and, collectively with the Delaware Trustee, the “Trustees”).
FIFTH AMENDED AND RESTATED OPERATING AGREEMENT OF COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of December 6, 2016Operating Agreement • December 7th, 2016 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • Delaware
This FIFTH AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) shall be effective as of December 6, 2016 and is entered into by Compass Diversified Holdings and Sostratus 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 Fourth Amended and Restated Operating Agreement, effective as of January 1, 2012, which amended and restated the Third Amended and Restated Operating Agreement, effective as of November 1, 2010, which amended and restated the Second Amended and Restated Operating Agreement, effective as of January 9, 2007 which amended and restated the Amended and Restated Operating Agreement, dated as of April 25, 2006, which amended and restated 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
