EX-4.5(b)





 Exhibit 4.5(b) 

Compass Group Diversified Holdings LLC 

61 Wilton Road, 2nd Floor 

Westport, Connecticut 06880 

March 30, 2017 
 5.11, Inc. 

5.11 TA, Inc. 
 1360 Reynolds Ave. 

Irvine CA 
 92614 

Attention: David Unter 
 Re: First Amendment
to Credit Agreement 
 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of August 31, 2016 (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 Section 7.14.4 of the Credit Agreement such that Section 7.14.4 shall read in its entirety as follows:

 7.14.4 Capital Expenditures. 

Not permit the aggregate amount of all Capital Expenditures (i) for Fiscal Year 2017 to exceed $20.3 million, or
(ii) for any Fiscal Year thereafter to exceed $4 million for such Fiscal Year. 
 If Borrower, Co-Borrower and the Subsidiaries do not utilize the entire amount of Capital Expenditures permitted in any Fiscal Year, so long as no Default or Event of Default exists or would be caused thereby, Borrower may carry
forward to the immediately succeeding Fiscal Year only, 50% of such unutilized amount (with Capital Expenditures in such succeeding Fiscal Year applied last to such carried forward unutilized amount); provided, however, that any amount of the
Capital Expenditures permitted for Fiscal Year 2017 not utilized may not be carried forward. 












 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. 

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} 

  
 - 2 - 













 
			
	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 5.11 Credit Agreement Amendment]