Compass Group Diversified Holdings LLC
301 Riverside Avenue, Second Floor
Westport, CT 06880
February 21, 2018
5.11 TA, Inc.
1360 Reynolds Ave.
Attention: David Unter
Re: Fourth Amendment to Credit Agreement
Ladies and Gentlemen:
Reference is made hereby to that certain Credit Agreement, originally 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 (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.
A. Borrower and Co-Borrower have notified the Lender that the Capital Expenditures for the Fiscal Year ended December 31, 2017 exceeded $26 million, which is the maximum permitted under Section 7.14.4 of the Credit Agreement, which covenant violation constitutes an Event of Default under Section 8.1.4 of the Credit Agreement (the Existing Default).
B. Borrower and Co-Borrower have requested that the Lender waive the Existing Default and, in connection therewith, amend the Credit Agreement as set forth herein.
C. The Lender desires to waive the Existing Default and amend the Credit Agreement, in each case, only to the extent and subject to the conditions set forth herein.
In consideration of the foregoing recitals and subject to the conditions, in accordance with the terms and in reliance upon the representations and warranties in each case as set forth in this Amendment, the Lender, Borrower and Co-Borrower hereby agree as follows:
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Waiver. The Lender hereby waives the Existing Default; provided, however, that this waiver shall not be deemed to be a consent or waiver with respect to, and by entering into this Amendment the Lender has not otherwise consented to or waived, any Event of Default, whether past, present, or future, other than the Existing Default, nor shall this waiver create any custom or practice by the Lender from which the Borrower or Co-Borrower should anticipate or expect any consent or waiver in the future with respect to