Exhibit 10.5


 





Execution Version


 


FIRST AMENDMENT
To INTERcreditor agreement


 


THIS FIRST AMENDMENT
TO INTERCREDITOR AGREEMENT (this “Amendment”) is entered into this 8th day of April, 2015,
among BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent (together with its successors
and assigns in such capacity, the “First Lien Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION,
in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacities, the
“Second Lien Agent”).


 


Recitals


 


A.Pursuant to that
certain Amended and Restated First Lien Credit Agreement dated as of August 15, 2014, by and among Sequential Brands Group, Inc.,
a Delaware corporation (the “Borrower”), the Guarantors party thereto, the First Lien Agent and the First
Lien Lenders (as amended prior to the date hereof and in effect, the “Existing First Lien Credit Agreement”),
the First Lien Lenders have agreed to make certain loans and provide other financial accommodations to or for the benefit of the
Borrower.


 


B.Pursuant to a
certain Guaranty dated as of March 28, 2013 by the Guarantors in favor of the First Lien Agent for the benefit of the First Lien
Secured Parties, the Guarantors have guaranteed the payment and performance of the Borrower’s Obligations under the First
Lien Loan Documents.


 


C.Pursuant to a
certain Amended and Restated Security Agreement dated as of August 15, 2014 by the Borrower and the Guarantors (collectively, the
“First Lien Loan Parties”) in favor of the First Lien Agent for the benefit of the First Lien Secured
Parties, the First Lien Loan Parties have granted a security interest and lien in substantially all of their assets to secure the
respective obligations of each of the First Lien Loan Parties under the First Lien Loan Documents.


 


D.Pursuant to that
certain Second Lien Credit Agreement dated as of August 15, 2014, by and among the Borrower, the Guarantors party thereto, the
Second Lien Lenders and the Second Lien Agent (as amended prior to the date hereof and in effect, the “Existing Second
Lien Credit Agreement”), the Second Lien Lenders have made certain loans to the Second Lien Loan Parties.


 


E.Pursuant to a
certain Guaranty dated as of August 15, 2014 by the Guarantors in favor of the Second Lien Agent for the benefit of the Second
Lien Secured Parties, the Guarantors have guaranteed the payment and performance of the Borrower’s Obligations under the
Second Lien Loan Documents.


 


F.Pursuant to a
certain Security Agreement dated as of August 15, 2014 by the Borrower and the Guarantors (collectively, the “Second
Lien Loan Parties”) in favor of the Second Lien Agent for the benefit of the Second Lien Secured Parties, the Second
Lien Loan Parties have granted a security interest and lien in substantially all of their assets to secure the respective obligations
of each of the Second Lien Loan Parties under the Second Lien Loan Documents.


 






    	 



    	 



    

  


G.The First Lien
Agent and the Second Lien Agent have entered into that certain Intercreditor Agreement dated as of August 15, 2014 (as amended
and in effect, the “Intercreditor Agreement”), which provides, among other things, the respective rights
and remedies of the First Lien Agent and the Second Lien Agent with respect to the Collateral and certain other matters.


 


H.Contemporaneously
herewith, the Borrower, the Guarantors, the First Lien Lenders and the First Lien Agent are entering into that certain Second Amended
and Restated First Lien Credit Agreement to amend and restate the terms of the Existing First Lien Credit Agreement (the “Restated
First Lien Credit Agreement”).


 


I.Contemporaneously
herewith, the Borrower, the Guarantors, the Second Lien Lenders and the Second Lien Agent are entering into that certain Amended
and Restated Second Lien Credit Agreement to amend and restate the terms of the Existing Second Lien Credit Agreement (the “Restated
Second Lien Credit Agreement”).


 


J.The First Lien
Agent and the Second Lien Agent have agreed to amend certain provisions of the Intercreditor Agreement, but only to the extent,
in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing recitals and other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the
parties hereto agree as follows:


 


1.                 
Definitions. Capitalized terms used
but not defined in this Amendment shall have the meanings given to them in the Intercreditor Agreement.


 


2.                 
Amendments to Intercreditor Agreement.


 


(a)              
Section 1.2 of the Intercreditor Agreement is hereby amended by deleting
the definition of “Maximum First Lien Facility Amount” in its entirety and by substituting the following in its stead:


 


“Maximum
First Lien Facility Amount” shall mean, on any date of determination thereof, a principal amount equal to (a) $210,000,000,
plus (b) the aggregate principal amount of Indebtedness that may be incurred under Section 2.14 of the First Lien Credit Agreement,
plus (c) the aggregate principal amount of Indebtedness that may be incurred under Section 2.16 and Section 2.04(d) of the First
Lien Credit Agreement, plus (d) the aggregate principal amount of all Indebtedness advanced by any First Lien Secured Party pursuant
to the right of first refusal set forth in Section 6.17 of the First Lien Credit Agreement, provided that any such Indebtedness
under this clause (d) that would cause the Loan to Value Ratio (as defined in the First Lien Credit Agreement as in effect on the
First Amendment Effective Date) to be greater than fifty percent (50%) at the time of, and after giving effect to, any such advance
made pursuant to Section 6.17 of the First Lien Credit Agreement and the acquisition of any Intellectual Property by the Borrower
or any of its Subsidiaries shall not be included in the Maximum First Lien Facility Amount; for clarity any Inadvertent Overadvance
shall not be deemed violative of this proviso, plus (e) First Lien Obligations under Bank Product Agreements and Cash Management
Services Agreement, plus (f) any additional principal amount extended pursuant to a DIP Financing permitted pursuant to Section
6.1(a) hereof, minus (g) the amount of any permanent repayment of the First Lien Obligations made after the date hereof or any
commitment reduction of the First Lien Obligations after the date hereof.


 






    	 



    	 



    

  


(b)              
Section 1.2 of the Intercreditor Agreement is hereby amended by deleting
the definition of “Maximum Second Lien Facility Amount” in its entirety and by substituting the following in its stead:


 


“Maximum
Second Lien Facility Amount” shall mean (a) the principal amount of $180,000,000 plus (b) the aggregate principal
amount of Indebtedness that may be incurred under Section 2.14 of the Second Lien Credit Agreement.


 


(c)               
Section 1.2 of the Intercreditor Agreement is hereby amended by adding the
following new defined term in appropriate alphabetical order therein:


 


“First
Amendment Effective Date” shall mean April 8, 2015.


 


(d)              
Section 6.1(a) of the Intercreditor Agreement is hereby amended by deleting
“$10,000,000” where it appears therein and by substituting “the greater of (i) $10,000,000 and (ii) an amount
which would cause the Loan to Value Ratio to be increased by not more than five (5%) percent from the then existing Loan to Value
Ratio”. 


 


(e)               
Section 8.18 of the Intercreditor Agreement is hereby deleted in its entirety
and the following is substituted in its stead:


 


“8.18Initial
Loan to Value. The Parties acknowledge that, as of the First Amendment Effective Date, the Loan to Value Ratio (as defined
in the Restated First Lien Credit Agreement) is greater than fifty percent (50%) and shall remain in excess of fifty percent (50%)
until such date as the scheduled amortization of principal under the Restated First Lien Credit Agreement is received by the First
Lien Agent in such amounts as to reduce the Loan to Value Ratio to or below fifty percent (50%). The foregoing shall not give rise
to any claim by any Party against the other or affect the rights of any Party hereunder.”


 


3.                 
Consent to Restated First Lien Credit Agreement. The
Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, hereby consents to the terms and conditions of
the Restated First Lien Credit Agreement, and acknowledges and agrees that, on and after the First Amendment Effective Date, all
references in the Intercreditor Agreement to the “First Lien Credit Agreement” shall mean and refer to the Restated
First Lien Credit Agreement.


 






    	 



    	 



    

  


4.                 
Consent to Restated Second Lien Credit Agreement. The
First Lien Agent, on behalf of itself and the other First Lien Secured Parties, hereby consents to the terms and conditions of
the Restated Second Lien Credit Agreement, and acknowledges and agrees that, on and after the First Amendment Effective Date, all
references in the Intercreditor Agreement to the “Second Lien Credit Agreement” shall mean and refer to the Restated
Second Lien Credit Agreement.


 


5.                 
Representations and Warranties. Each
of the parties hereto hereby represents and warrants to the other party as follows:


 


5.1             
Each party hereto has the power and authority to execute and deliver this Amendment and perform
its obligations under the Intercreditor Agreement (as amended by this Amendment);


 


5.2             
The execution and delivery by each party hereto of this Amendment and the performance by such
parties of its obligations under the Intercreditor Agreement (as amended by this Amendment) has been duly authorized; and


 


5.3             
This Amendment has been duly executed and delivered by each party hereto and is the binding
obligation of the First Lien Agent and the Second Lien Agent, enforceable against each such party in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar
laws of general application and equitable principles relating to or affecting creditors’ rights.


 


6.                 
Miscellaneous.


 


6.1             
This Amendment may be executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Amendment by telecopy or electronic mail shall be as effective as delivery
of a manually executed counterpart of this Amendment.


 


6.2             
This Amendment expresses the entire understanding of the parties hereto with respect to the
transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions
hereof.


 


6.3             
Any determination that any provision of this Amendment or any application hereof is invalid,
illegal, or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such
provision in any other instance, or the validity, legality, or enforceability of any other provision of this Amendment.


 


6.4             
Except as expressly amended hereby, all terms and provisions of the Intercreditor Agreement
remain in full force and effect.


 


6.5             
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE CHOICE OF LAW AND VENUE PROVISIONS SET FORTH IN THE INTERCREDITOR AGREEMENT, AND SHALL BE
SUBJECT TO THE JURY TRIAL WAIVER AND NOTICE PROVISIONS OF THE INTERCREDITOR AGREEMENT.


  


6.6             
This Amendment shall become effective on and as of the date when the parties hereto execute
and deliver to one another signature pages to this Amendment.


 


[Signature page follows]


 






    	 



    	 



    

  


In
Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date
first written above.


 





	 	BANK OF AMERICA, N.A.,
	 	as First Lien Agent
	 	 	 
	 	 	 
	 	By:	/s/ Andrew Cerussi




	 	Name:	Andrew Cerussi




	 	Title:	Director




	 	 	 
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Second Lien Agent
	 	 	 
	 	 	 
	 	By:	/s/ Cora Holland-Koller




	 	Name:	Cora Holland-Koller
	 	Title:	Banking Officer







 


 











    	 



    	 



    

   


ACKNOWLEDGMENT


 


The Borrower and each
Guarantor hereby acknowledges that it has received a copy of this Amendment and consents thereto, agrees to recognize all rights
granted thereby to the First Lien Agent, the First Lien Secured Parties, the Second Lien Agent, and the Second Lien Secured Parties
and will not do any act or perform any obligation which is not in accordance with the agreements set forth in this Amendment. The
Borrower and each Guarantor further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under
this Amendment and (i) as between the First Lien Secured Parties, the Borrower and the Guarantors, the First Lien Loan Documents
remain in full force and effect as written and are in no way modified hereby, and (ii) as between the Second Lien Secured Parties,
the Borrower and the Guarantors, the Second Lien Loan Documents remain in full force and effect as written and are in no way modified
hereby.


 





	 	SEQUENTIAL BRANDS GROUP, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer




	 	 	 
	 	 	 
	 	Sequential Licensing, Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer




	 	 	 
	 	 	 
	 	BELLA ROSE, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer







 


 





 





Acknowledgement to First Amendment to Intercreditor
Agreement


 






    	 



    	 



    

 





	 	WILLIAM RAST SOURCING, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer




	 	 	 
	 	 	 
	 	WILLIAM RAST LICENSING, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer




	 	 	 
	 	 	 
	 	HEELYS, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer




	 	 	 
	 	 	 
	 	Heeling
Management Corp. 
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer






 


 


 


Acknowledgement to First Amendment to Intercreditor
Agreement


 






    	 



    	 



    

 





	 	Heeling
Holding Corporation 
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer
	 	 	 
	 	 	 
	 	Heeling
Sports Limited 
	 	By:	Heeling Management Corp., as the General Partner
	 	 	 



	 	 	 	 
	 	 	By:	/s/ Gary Klein




	 	 	 	 
	 	 	Name:	Gary Klein




	 	 	 	 
	 	 	Title:	Chief Financial Officer







	 	 	 
	 	 	 
	 	By:	Heeling
Holding Corporation, as the  Limited Partner
	 	 	 
	 	 	 



	 	 	By:	/s/ Gary Klein




	 	 	 	 
	 	 	Name:	Gary Klein




	 	 	 	 
	 	 	Title:	Chief Financial Officer







	 	 	 
	 	 	 
	 	B®AND MATTER, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer









 


 





Acknowledgement to First Amendment to Intercreditor
Agreement


 






    	 



    	 



    

 





	 	SBG Revo
Holdings, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer




	 	 	 
	 	 	 
	 	SBG
FM, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer




	 	 	 
	 	 	 
	 	SBG UNIVERSE BRANDS, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer




	 	 	 
	 	 	 
	 	Galaxy
Brands LLC
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer






 


 


Acknowledgement to First Amendment to Intercreditor
Agreement


 






    	 



    	 



    

 





	 	The
Basketball Marketing Company, Inc. 
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer




	 	 	 
	 	 	 
	 	American
Sporting Goods Corporation
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer




	 	 	 
	 	 	 
	 	LNT
Brands LLC
	 	 	 
	 	 	 
	 	By:	/s/ Gary Klein




	 	 	 
	 	Name:	Gary Klein




	 	 	 
	 	Title:	Chief Financial Officer