Compass Group Diversified Holdings LLC Westport, Connecticut 06880

Exhibit 4.5(d)

Compass Group Diversified Holdings LLC

00 Xxxxxx Xxxx, 0xx Xxxxx

Xxxxxxxx, Xxxxxxxxxxx 00000

December 22, 2017

5.11, Inc.

5.11 TA, Inc.

0000 Xxxxxxxx Xxx.

Xxxxxx, XX

00000

Attention: Xxxxx Unter

Re: Third Amendment to Credit Agreement

Ladies and Gentlemen:

Reference is made hereby to that certain Credit Agreement, dated as of August 31, 2016, as amended prior to the date hereof (the “Credit Agreement”), by and among Compass Group Diversified Holdings LLC, a Delaware limited liability company, as lender (together with its successors and assigns, the “Lender”), 5.11, Inc., a California corporation, as borrower (“Borrower”), and 5.11 TA, Inc. a Delaware corporation, as co-borrower (“Co-Borrower”). Capitalized terms used but not defined in this letter agreement (this “Amendment”) have the meanings ascribed to them in the Credit Agreement.

Borrower and Co-Borrower have requested that Lender amend, and Lender desires to amend, the Credit Agreement in accordance with the terms and conditions set forth herein. Accordingly, effective as of the date of this Amendment, Borrower, Co-Borrower and Lender hereby agree to, and do hereby, amend:

1. Section 1.1 of the Credit Agreement is hereby amended by adding the following defined term:

Third Amendment Date means December 22, 2017.

2. Section 1.1 of the Credit Agreement is further amended by deleting the existing definition of “Revolving Loan Commitment” and replacing it in its entirety with the following:

Revolving Loan Commitment means, for the period of time from the Third Amendment Date through the Termination Date, $38,000,000 (as reduced from time to time pursuant to the terms hereof), plus such additional amounts, if any, that Lender may, in its sole discretion, from time to time commit to advance as Revolving Loans in connection with one or more Acquisitions; provided, however, that no advance in respect of any such additional Revolving Loan Commitment shall exceed that amount that would result in: (i) the Senior Debt to EBITDA Ratio exceeding 4.5 to 1.0; or (ii) the Total Debt to EBITDA Ratio exceeding 6.5 to 1.0, with both such ratios calculated as of

the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such additional amount is to be advanced and on a pro forma basis based on EBITDA for the Computation Period as if the applicable Acquisition had been consummated on the calculation date, with such adjustments thereto as may be determined necessary or appropriate by Lender.

3. Section 7.14.2 of the Credit Agreement such that Section 7.14.2 shall read in its entirety as follows:

7.14.2 Senior Debt to EBITDA Ratio.

Not permit the Senior Debt to EBITDA Ratio as of the last day of any Computation Period ending on or after December 31, 2016 to exceed the applicable ratio set forth opposite such date:

Date		Senior Debt to EBITDA Ratio
For the Computation Period ending December 31, 2016			4.50:1.00
For each Computation Period thereafter through and including the Computation Period ending June 30, 2018			4.50:1.00
For each Computation Period thereafter through and including the Computation Period ending December 31, 2018			4.25:1.00
For each Computation Period thereafter through and including the Computation Period ending December 31, 2019			4.00:1.00
For each Computation Period thereafter through			3.75:1.00

Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.    

On or prior to the date hereof, each of the following conditions precedent shall have been satisfied and thereafter this letter agreement shall be binding upon and inure to the benefit of the Borrower, Co-Borrower and the Lender and their respective successors and assigns:

a) Lender shall have received each of the following:

i. this Third Amendment, duly authorized and executed by Borrower and Co-Borrower;

ii. an amended and restated Note, dated the date hereof and otherwise in the form attached hereto as Exhibit A, duly executed by Borrower and Co-Borrower;

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iii. an Acknowledgment and Confirmation of Grantors, dated the date hereof and otherwise in the form attached hereto as Exhibit B, duly executed by each Loan Party;

iv. in connection with the increase in the Revolving Loan Commitment, a commitment fee, payable in cash, in the amount of $65,000; and

v. such other agreements, documents, instruments and certificates as Lender may reasonably request.

b) Each of Borrower and Co-Borrower shall have duly and properly performed, complied with and observed each of its covenants, agreements and obligations contained in this Third Amendment.

Each of Borrower and Co-Borrower hereby agrees that the failure to satisfy any of the conditions set forth in this letter agreement shall in no way affect or impair the obligations of Borrower and Co-Borrower or be construed as a waiver by the Lender of any of the Lender’s rights under the Credit Agreement.

Each of Borrower and Co-Borrower hereby represents and warrants that (a) the representations and warranties in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent such representations or warranties relate solely to an earlier date), and (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.    

This Amendment is a “Loan Document” under the Credit Agreement and reflects the entire understanding of the parties with respect to the matters covered hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart hereof. Any party delivering an executed counterpart of this Amendment by facsimile or electronic mail also shall deliver an original executed counterpart hereof, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Amendment.

This Amendment shall be construed under and governed by the laws of the State of New York.

{Signature page follows}

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Cordially,
LENDER:
COMPASS GROUP DIVERSIFIED HOLDINGS LLC,
a Delaware limited liability company
By:		/s/ Xxxx X. Xxxxxxxxxxx
		Name: Xxxx X. Xxxxxxxxxxx
		Title: Chief Financial Officer

BORROWER:
5.11, INC.
By:		/s/ Xxxxx X. Unter
		Name: Xxxxx X. Unter
		Title: Chief Financial Officer

CO-BORROWER:
5.11 TA, INC.
By:		/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: Secretary

Signature Page to Third Amendment to Credit Agreement

Exhibit A

Form of

Amended and Restated Promissory Note

$206,750,000.00 December 22, 2017 Westport, Connecticut

The undersigned, for value received, promise to pay, jointly and severally, to the order of Compass Group Diversified Holdings LLC (“Lender”) at its principal office of 000 Xxxxxxxxx Xxx., Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, the aggregate unpaid amount of all Loans made to the undersigned by Lender pursuant to the Credit Agreement referred to below, such principal amount to be payable on the dates set forth in the Credit Agreement.

The undersigned further promise to pay, jointly and severally, interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is Paid in Full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America.

This amended and restated promissory note (“Note”) evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of August 31, 2016 (as amended or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned and Lender, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.

This Note evidences, in part, indebtedness of the undersigned previously evidenced by (i) that certain Promissory Note dated August 31, 2016 in the original principal amount of $200,000,000 (the “Prior Note”), which Prior Note is replaced by this Note; provided, however, that this Note shall not be construed as evidence of repayment or readvance of the indebtedness evidenced by the Prior Note, it being the intention of the undersigned, and, by its acceptance, Lender, that the indebtedness evidenced by this Note includes the indebtedness evidenced by the Prior Note. This Note shall not be construed as a novation or be construed in any manner as an extinguishment of the obligations arising under the Prior Note or to affect the priority of the security interests, liens or mortgages granted in connection with the Prior Note.

[Remainder of page intentionally left blank; signature page follows]

This Amended and Restated Note is made under and governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

5.11, INC.

By:

Name:		Xxxxxxx X. Xxxxxxxxxxx
Title:		Assistant Secretary
5.11 TA, INC.

By:

Name:		Xxxxxxx X. Xxxxxxxxxxx
Title:		President

Signature Page to Amended and Restated Promissory Note

Exhibit B

Acknowledgment and Confirmation of Grantors

Each of the undersigned hereby acknowledges and confirms the terms of that certain Third Amendment to the Credit Agreement, dated as of the date hereof (the “Amendment”), among 5.11, Inc., 5.11 TA, Inc. and Compass Group Diversified Holdings LLC. The undersigned further acknowledge and agree that (i) the execution and delivery of the Amendment by Borrower and Co-Borrower to Lender will not adversely affect or impair any of its obligations to Lender under that certain Guarantee and Collateral Agreement dated as of August 31, 2016 among the Grantor parties thereto and Lender (the “Guaranty”), and (ii) the Guaranty is in full force and effect as of the date hereof and the same is hereby ratified and confirmed.

Dated as of: December 22, 2017

5.11 ABR CORP.

as a Grantor

By:

Name:		Xxxxxxx X. Xxxxxxxxxxx
Title:		President
5.11 ACQUISITION CORP.,
as a Grantor

By:

Name:		Xxxxxxx X. Xxxxxxxxxxx
Title:		President
5.11 TA, INC.,
as a Grantor

By:

Name:		Xxxxxxx X. Xxxxxxxxxxx
Title:		President
5.11, INC.,
as a Grantor

By:

Name:		Xxxxxxx X. Xxxxxxxxxxx
Title:		Assistant Secretary
BEYOND CLOTHING, LLC,
as a Grantor

By:

Name:		Xxxx X. Xxxxx
Title:		Secretary

Signature Page to Acknowledgement and Confirmation of Grantors