EX-4.5(d)





 Exhibit 4.5(d) 

Compass Group Diversified Holdings LLC 

61 Wilton Road, 2nd Floor 

Westport, Connecticut 06880 

December 22, 2017 
 5.11, Inc. 

5.11 TA, Inc. 
 1360 Reynolds Ave. 

Irvine, CA 
 92614 

Attention: David 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/ Ryan J. Faulkingham
		 	Name: Ryan J. Faulkingham
		 	Title: Chief Financial Officer


  

			
	BORROWER:
	
	5.11, INC.
		
	By:	 	/s/ David A. Unter
		 	Name: David A. Unter
		 	Title: Chief Financial Officer

  

			
	CO-BORROWER:
	
	5.11 TA, INC.
		
	By:	 	/s/ Zach Sawtelle
		 	Name: Zach Sawtelle
		 	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 301 Riverside Ave., Second Floor, Westport, CT 06880, 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:	 	Patrick A. Maciariello
	Title:	 	Assistant Secretary
	
	5.11 TA, INC.


 
			
		
	By:	 	 


 
			
	Name:	 	Patrick A. Maciariello
	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:	 	Patrick A. Maciariello
	Title:	 	President
	
	5.11 ACQUISITION CORP.,
	as a Grantor


 
			
		
	By:	 	 


 
			
	Name:	 	Patrick A. Maciariello
	Title:	 	President
	
	5.11 TA, INC.,
	as a Grantor


 
			
		
	By:	 	 


 
			
	Name:	 	Patrick A. Maciariello
	Title:	 	President
	
	5.11, INC.,
	as a Grantor


 
			
		
	By:	 	 


 
			
	Name:	 	Patrick A. Maciariello
	Title:	 	Assistant Secretary
	
	BEYOND CLOTHING, LLC,
	as a Grantor


 
			
		
	By:	 	 


 
			
	Name:	 	John F. Wicks
	Title:	 	Secretary


 Signature Page to Acknowledgement and Confirmation of Grantors