Exhibit 10.2


 





EXECUTION VERSION


 


September 11, 2015


 


Sequential Brands Group, Inc.


1065 Avenue of the Americas


Suite 1705


New York, NY 10018


Attention: Gary Klein


 


		Re:	Limited Consent and Waiver



 


Ladies and Gentlemen:


 


Reference is made to that certain Second
Amended and Restated First Lien Credit Agreement, dated as of April 8, 2015, among Sequential Brands Group, Inc., as borrower (the
“Borrower”), the Guarantors party thereto, the lenders from time to time party thereto (the “Lenders”),
and Bank of America, N.A.), as administrative agent and collateral agent (the “Agent”) (as amended, restated,
supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”). Capitalized
terms used herein and not otherwise defined shall have the meaning given to such terms in the First Lien Credit Agreement.


 


The Borrower has requested that, notwithstanding
the limitations set forth in clause (u) of the definition of “Permitted Investments” as set forth in the First Lien
Credit Agreement, the First Lien Agent and the Required Lenders (i) consent to the temporary increase of the basket set forth in
such clause (u) from $10,000,000 to $15,000,000 from the date hereof through and until December 31, 2015 (the “Temporary
Basket Increase”) and permit any Investment made in reliance on such clause to be made in a Person that engages in lines
of business that are substantially the same lines of business as one or more of the principal businesses of the Borrower and its
Subsidiaries in the ordinary course (the “Temporary Basket Expansion”) and (ii) waive the requirement that the
Agent obtain a Lien on and security interest in any Equity Interests obtained by the Borrower pursuant to any Investment made in
reliance on clause (u) of the definition of “Permitted Investments”, but solely to the extent such Equity Interests
would constitute margin stock under the Second Lien Facility (within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System of the United States).


 


Upon effectiveness of this letter agreement,
the Agent and the Required Lenders hereby consent to the Temporary Basket Increase and to the Temporary Basket Expansion and waive
the requirement that the Agent obtain a Lien on and security interest in any Equity Interests obtained by the Borrower pursuant
to any Investment made in reliance on clause (u) of the definition of “Permitted Investments” to the extent such Equity
Interests would constitute margin stock under the Second Lien Facility (within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System of the United States), provided that the following conditions shall have been satisfied in
connection with the Temporary Basket Increase:


 


(i)With respect to any Investment
made pursuant to the provisions of clause (u) of the definition of “Permitted Investments” during the time period that
the Temporary Basket Increase is in effect, an amount of $10,000,000 constituting proceeds of the loans under the Second Lien Credit
Agreement shall be used to pay a portion of the consideration for such Investment, and the remaining portion of such consideration
shall be paid from cash on hand of the Borrower. For the avoidance of doubt, no proceeds of the Loans under the First Lien Credit
Agreement shall be used to pay any portion of the consideration for any Investment made pursuant to the provisions of clause (u)
of the definition of “Permitted Investments” during the time period that the Temporary Basket Increase is in effect.


 






     


     


    

  


(ii)After giving effect to
any Investment made pursuant to the provisions of clause (u) of the definition of “Permitted Investments” during the
time period that the Temporary Basket Increase is in effect, the amount available to be invested by the Borrower pursuant to clause
(u) of the definition of “Permitted Investments” shall be decreased by the amount of such Investment until such time,
as any, as the Borrower has sold all or any portion of any such Investment, at which time the basket set forth in clause (u) of
the definition of “Permitted Investments” shall be increased in proportion to the amount received by the Borrower in
connection with any such sale of such Investment, but in no event shall the amount of such basket exceed $10,000,000 at any time
from and after January 1, 2016.


 


For the avoidance of doubt, any Investment
made in reliance on, and compliance of, clause (u) of the definition of “Permitted Investments” during the time period
that the Temporary Basket Increase is in effect may be maintained and held by the Borrower and its Subsidiaries during the term
of the First Lien Credit Agreement without regard to the amount available under such clause.


 


In addition to the foregoing, notwithstanding
anything to the contrary in the First Lien Credit Agreement and the other Loan Documents, the Agent and the Required Lenders hereby
consent (1) to the incurrence of, and the increase in, the aggregate outstanding principal amount of Indebtedness in respect of
the Second Lien Facility (including the increase of the principal amount pursuant to the incremental provisions therein) to $220,000,000
at any time (it being understood that the outstanding principal amount of the loans under the Second Lien Facility will be $216,000,000
as of the date hereof after giving effect to the funding on such date); provided that, the aggregate outstanding principal
amount of Indebtedness in respect of the Second Lien Facility shall not be increased to an amount greater than $220,000,000 at
any time without further consent of the Required Lenders, and (2) to the incurrence of, and the increase in, the Liens securing
the Second Lien Facility to the extent the outstanding principal amount of such Second Lien Facility does not exceed the maximum
amount permitted pursuant to clause (1) above.


 


The foregoing consent and waiver is a one-time
consent and waiver and shall apply only to the matters set forth in this letter agreement. Without limiting the generality of the
foregoing, the limited consent herein shall not apply to any future circumstances whether or not similar to the foregoing.


 


The Borrower hereby represents and warrants
that the execution and delivery of this letter agreement (a) are within the power of the Borrower and (b) have been duly authorized
by all necessary action on the part of the Borrower. The Borrower confirms that after giving effect to this letter agreement, the
representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of
the date hereof, except (i) to the extent such representations and warranties specifically refer to an earlier date, in which case
they are true and correct as of such earlier date, (ii) in the case of any representation and warranty that is qualified by materiality,
such representation and warranty is true and correct in all respects and (iii) with respect to the representations and warranties
contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement, such representations and warranties shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement.


 


Bank of America, N.A., in its capacity as
the Administrative Agent, hereby certifies that the Lenders signatory to this letter agreement constitute the Required Lenders
under the First Lien Credit Agreement as of the date hereof.


 


The provisions of this letter agreement
shall be effective on the date on which the First Lien Administrative Agent shall have received this letter agreement, duly executed
by the First Lien Administrative Agent, the Required Lenders, the Borrower and the other Loan Parties.


 


Except as specifically modified herein,
the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed by
the Borrower and the other Loan Parties in all respects. This letter agreement may be executed in any number of counterparts and
any party hereto may execute any counterpart, each of which when executed and delivered will be deemed to be an original and all
of which counterparts of this letter agreement when taken together will be deemed to be but one and the same instrument. Transmission
by fax (or an email of a PDF or similar electronic image file) of an executed counterpart of this letter agreement shall be deemed
to constitute due and sufficient delivery of such counterpart. This letter agreement shall be governed by, and construed and enforced
in accordance with, the law of the State of New York.


 






    	 	2	 



     


    

  


This letter agreement is a Loan Document
as defined in the Credit Agreement, and the provisions of the Credit Agreement generally applicable to Credit Documents are applicable
hereto and incorporated herein by this reference.


 


[This Space Intentionally Left Blank]


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	3	 



     


    

 





	 	Very truly yours,
	 	 	 
	 	BANK OF AMERICA, N.A.
	 	 	 
	 	By:	/s/ Andrew Cerussi
	 	Name:	Andrew Cerussi
	 	Title:	Director



 


 





	 	FIFTH THIRD BANK
	 	 	 
	 	By:	/s/ Patrick Lingrosso
	 	Name:	Patrick Lingrosso
	 	Title:	Vice President


 


 





	 	ISRAEL DISCOUNT BANK OF NEW
YORK
	 	 	 
	 	By:	/s/ Michael Paul
	 	Name:	 Michael Paul
	 	Title:	Senior Vice President


 


 





	 	By:	/s/ Li Zhou
	 	Name:	Li Zhou
	 	Title:	Vice President


 


  


	 	BANK HAPOALIM
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 








 






    	 	4	 



     


    

  


Acknowledged and Agreed:


 


BORROWER:


 


SEQUENTIAL BRANDS GROUP, INC.,


a Delaware corporation


 


 


By: /s/ Gary Klein


Name: Gary Klein


Title: Chief Financial Officer


 


 


GUARANTORS:


 


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


 


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


 






    	 	5	 



     


    

 


HEELING MANAGEMENT CORP.


 


By: /s/ Gary Klein

Name: Gary Klein


Title: Chief Financial Officer


 


HEELING HOLDING CORPORATION


 


By: /s/ Gary Klein

Name: Gary Klein


Title: Chief Financial Officer


 


HEELING SPORTS LIMITED


 


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


 


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


 






    	 	6	 



     


    

  


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


 


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


 






    	 	7