Exhibit 10.1


 


FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
FIRST LIEN CREDIT AGREEMENT 


 


FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Amendment”), dated as of December 4, 2015 between


 


SEQUENTIAL BRANDS GROUP, INC., a
Delaware corporation (formerly known as Singer Madeline Holdings, Inc., the “Borrower” or “Sequential”),


 


SQBG, INC., a Delaware corporation
(formerly known as Sequential Brands Group, Inc., “SQBG”),


 


the Guarantors party hereto,


 


the Lenders party hereto, and


 


BANK OF AMERICA, N.A., as administrative
agent and collateral agent (the “Agent”).


 


WITNESSETH:


 


WHEREAS, SQBG, which on
the First Amendment Effective Date (as defined below) shall become a subsidiary of Sequential, the Guarantors, the Lenders and
the Agent are party to that certain Second Amended and Restated First Lien Credit Agreement dated as of April 8, 2015 (as modified
by the Limited Consent and Waiver related to the Second Amended and Restated First Lien Credit Agreement, dated as of September
11, 2015, and as further amended or otherwise modified in accordance with its terms and in effect on and prior to the date hereof,
the “Credit Agreement”);


 


WHEREAS, as of the date
hereof, Heeling Management Corp., a Texas corporation, Heeling Holding Corporation, a Nevada corporation, Heelys, Inc., a Delaware
corporation, Bella Rose, LLC, a California limited liability company, and William Rast Sourcing, LLC, a California limited liability
company (collectively, the “Specified Guarantors”) have been designated as Immaterial Subsidiaries, and the
Borrower has requested that the Agent and the Lenders release the Specified Guarantors from their Obligations under the Loan Documents,
including but not limited to (i) any guarantees pursuant to Facility Guaranty and (ii) any Liens or other security interests of
the Agent on the Collateral owned by the Specified Guarantors; and


 




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WHEREAS, SQBG has entered
into (i) an Agreement and Plan of Merger, dated as of June 22, 2015 (the “MSLO Acquisition Agreement”), by and
among Martha Stewart Living Omnimedia, Inc. (“MSLO”), Madeline Merger Sub, Inc., a Delaware corporation, the
Borrower, SQBG, and Singer Merger Sub, Inc. (the transactions contemplated by the MSLO Acquisition Agreement, the “MSLO
Acquisition Transactions”), and (ii) that certain Senior Secured Term Loan Agreement, dated as of the date hereof (the
“Amended and Restated Second Lien Credit Agreement”), by and among the Borrower, SQBG, the guarantors party
thereto, the lenders party thereto (the “Second Lien Lenders”) and Wilmington Trust, National Association, as
administrative agent and collateral agent (the “Second Lien Agent”), pursuant to which the Second Lien Lenders
will (a) continue to extend credit in an aggregate amount of $215,500,000 in the form of outstanding term loans under that certain
Amended and Restated Second Lien Credit Agreement, dated as of April 8, 2015, among SQBG, the guarantors party thereto, the lenders
party thereto and the Second Lien Agent (the “Existing Second Lien Credit Agreement”) and (b) extend credit
in an aggregate amount of $152,500,000 in the form of new term loans (collectively, the “Financing” and, together
with the MSLO Acquisition Transactions, the “Transactions”), the proceeds of which are intended to be used (w)
to refinance all outstanding indebtedness under the Existing Second Lien Credit Agreement, (x) to fund a portion of the consideration
payable by the Borrower pursuant to the MSLO Acquisition Agreement, (y) to pay related costs and expenses related to the Transactions
and (z) for general corporate purposes; and


 


WHEREAS, in connection
with the Transactions, the Borrower has requested that the Tranche A-1 Term Lenders make an additional Tranche A-1 Term Loan on
the First Amendment Effective Date (as defined below); and


 


WHEREAS, in connection
with the Transactions, the Borrower, SQBG, the Guarantors, the Lenders and the Agent have agreed to amend the Credit Agreement
as set forth herein.


 


NOW THEREFORE, in consideration
of the mutual promises and agreements herein contained, each of the parties hereto hereby agrees as follows:


 


		1.	Incorporation of Terms. All capitalized terms used and not otherwise defined herein shall
have the same meaning as in the Credit Agreement.



 


		2.	Representations and Warranties. The Borrower hereby represents and warrants that as of the
date hereof after giving effect to this Amendment, (i) no Default or Event of Default exists and is continuing under the Credit
Agreement or under any other Loan Document, and (ii) all representations and warranties contained in the Credit Agreement and the
other Loan Documents are true and correct in all material respects, except (a) to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (b) in the case
of any representation and warranty qualified by materiality, they shall be true and correct in all respects.



 


		3.	Amendments to Credit Agreement. The provisions of the Credit Agreement are hereby amended
as follows:



 


		a.	The introductory paragraph of the Credit Agreement is hereby amended by deleting the words “(the
“Borrower”)” set forth therein.



 




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		b.	Section 1.01 of the Credit Agreement is hereby amended by adding the following new definitions
in appropriate alphabetical order:



 


“Consolidated
First Lien Leverage Ratio” means, as of any date of determination, the ratio of (a) Indebtedness of the Borrower and its
Subsidiaries on a Consolidated basis under this Agreement as of such date to (b) Consolidated EBITDA for the trailing four quarters
most recently ended.


 


“First Amendment”
means that certain First Amendment to Second Amended and Restated First Lien Credit Agreement dated as of December 4, 2015.


 


“First Amendment
Effective Date” means the earliest date that all conditions precedent as set forth in Section 7 of the First Amendment have
been satisfied or waived by the Agent and the Lenders.


 


“Joe’s
Holdings” means Joe’s Holdings LLC, a Delaware limited liability company.


 


“Joe’s
Jeans Acquired Brands” means certain intellectual property assets used or held prior to September 11, 2015 for use in the
business of Joe’s Jeans, Inc., a Delaware corporation, and certain of its subsidiaries and affiliates operated under the
brand names “Joe’s Jeans” and certain other brands and certain other assets as more fully described in the Joe’s
Jeans Acquisition Agreement, to be owned on and after September 11, 2015 by Joe’s Holdings, pursuant to the terms of the
Joe’s Jeans Acquisition Agreement.


 


“Joe’s
Jeans Acquisition” means the acquisition of the Joe’s Jeans Acquired Brands pursuant to the Joe’s Jeans Acquisition
Agreement.


 


“Joe’s
Jeans Acquisition Agreement” means that certain Asset Purchase Agreement, dated as of September 8, 2015 by and among Joe’s
Jeans Inc., Joe’s Holdings and the Borrower.


 


“Limited Condition
Acquisition” means a Permitted Acquisition by the Borrower or one or more of its Subsidiaries whose consummation is not conditioned,
in the applicable Limited Condition Acquisition Agreement, on the availability of, or on obtaining, third party financing.


 


“Limited Condition
Acquisition Agreement” has the meaning provided in Section 2.14(g).


 


“MSLO”
means Martha Stewart Living Omnimedia, Inc., a Delaware corporation.


 


“MSLO Acquisition”
means the acquisition, by the Borrower, of MSLO, pursuant to, and in accordance with, the terms of the MSLO Acquisition Agreement.


 




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“MSLO Acquisition
Agreement” means the Agreement and Plan of Merger, dated as of June 22, 2015, by and among MSLO, Madeline Merger Sub, Inc.,
SQBG, the Borrower, and Singer Madeline Holdings, Inc.


 


“MSLO Acquisition
Transactions” means the transactions contemplated by the MSLO Acquisition Agreement.


 


“Pro Forma
Transaction” means any (a) Investment that results in a Person becoming a Subsidiary or constituting an acquisition of assets
constituting a business unit, line of business or division of another Person, (b) Acquisition, (c) Disposition that results in
a Subsidiary ceasing to be a Subsidiary or of a business unit, line of business or division of the Borrower or any Subsidiary,
in each case whether by merger, consolidation, amalgamation or otherwise and (d) other transaction that by the terms of this Agreement
requires a financial ratio or test to be determined on a “pro forma basis” or to be given “pro forma effect”.


 


“Regulation
S-X” means Regulation S-X of the General Rules and Regulations promulgated by the SEC pursuant to the Securities Laws.


 


“Sequential”
means Sequential Brands Group, Inc., a Delaware corporation (formerly known as Singer Madeline Holdings, Inc.), and the direct
parent of SQBG.


 


“SQBG”
means SQBG, Inc., a Delaware corporation (formerly known as Sequential Brands Group, Inc.) and a direct and wholly-owned subsidiary
of Sequential.


 


“Tranche A-1
Term Loan First Amendment Commitment” means, as to each Tranche A-1 Term Lender, its obligation to make the additional Tranche
A-1 Term Loan on the First Amendment Effective Date in an aggregate principal amount equal to the amount set forth opposite such
Tranche A-1 Term Lender’s name on Schedule A to the First Amendment. As of the First Amendment Effective Date, the aggregate
Tranche A-1 Term Loan First Amendment Commitments total $8,000,000.


 


		c.	Section 1.01 of the Credit Agreement is hereby amended by deleting the definitions of “Amended
and Restated Second Lien Credit Agreement” and “Second Lien Credit Agreement” set forth therein in their entirety
and by substituting the following in appropriate alphabetical order in their stead:



 


“Second Lien
Credit Agreement” shall mean that certain Second Amended and Restated Credit Agreement dated as of December 4, 2015 by and
among the Borrower, the Guarantors party thereto, Wilmington Trust, National Association, as administrative agent and collateral
agent thereunder, and the lenders party thereto, as the same may be amended, restated, supplemented or otherwise modified, and
any refinancings, refundings, renewals or extensions thereof permitted hereunder.”


 




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		d.	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Borrower”
set forth therein in its entirety and the following substituted in its stead:



 


“Borrower” means (a) prior
to the First Amendment Effective Date, SQBG, and (b) on and following the First Amendment Effective Date, Sequential.


 


		e.	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Consolidated
EBITDA” set forth therein in its entirety and the following substituted in its stead:



 


“Consolidated
EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries
on a Consolidated basis for the applicable measurement period, plus (a) the following to the extent deducted in calculating such
Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for Federal, state, local and foreign income Taxes,
(iii) depreciation and amortization expense, (iv) fees, expenses and charges (including restructuring charges, integration costs,
net cost savings and transaction expenses) incurred in connection with (A) any Permitted Acquisition (of the type referred to in
clause (ii) of the definition thereof) or fees in connection with any Permitted Indebtedness in an amount not to exceed $5,000,000
in any Fiscal Year of the Borrower, (B) the Simpson Acquisition in an amount not to exceed $4,000,000 in the aggregate for the
twelve-month period ending on the one year anniversary of the Effective Date, (C) the Galaxy Transactions in an amount not to exceed
$7,500,000 in the aggregate for the twelve-month period ending August 15, 2016, (D) the Joe’s Jeans Acquisition in an amount
not to exceed $2,500,000 in the aggregate for the twelve month period ending September 11, 2016, and (E) the MSLO Acquisition in
an amount not to exceed $20,000,000 in the aggregate for the twelve-month period ending on the one year anniversary of the First
Amendment Effective Date (v) non-cash compensation, (vi) other unusual or non-recurring expenses reducing such Consolidated Net
Income which do not represent a cash item in such period or any future period, and (vii) management fees and expenses incurred
or paid to Tengram Capital Management L.P. to the extent permitted to be paid hereunder (in each case of or by the Borrower and
its Subsidiaries for such period), minus (b) the following to the extent included in calculating such Consolidated Net Income:
(i) Federal, state, local and foreign income tax credits and (ii) all non-cash items increasing Consolidated Net Income (in each
case of or by the Borrower and its Subsidiaries for such period), all as determined on a Consolidated basis in accordance with
GAAP.


 




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Notwithstanding anything
to the contrary contained above, for purposes of determining Consolidated EBITDA for the purposes of calculating the Consolidated
First Lien Leverage Ratio (a) with respect to any Fiscal Quarter which ends prior to August 15, 2016, Consolidated EBITDA with
respect to GBH for each applicable Fiscal Quarter occurring prior to August 15, 2015 shall be calculated as the greater of (i)
$6,250,000 and (ii) Consolidated EBITDA for GBH for such Fiscal Quarter (on a standalone basis without giving effect to the Galaxy
Brands Merger), (b) with respect to any Fiscal Quarter which ends prior to April 8, 2017, Consolidated EBITDA with respect to With
You for each applicable Fiscal Quarter occurring prior to April 8, 2016 shall be calculated as the greater of (i) $3,500,000 and
(ii) Consolidated EBITDA for With You for such Fiscal Quarter (on a standalone basis without giving effect to the Simpson Acquisition),
(c) with respect to any Fiscal Quarter which ends on or prior to September 30, 2017, Consolidated EBITDA with respect to Joe’s
Holdings for each applicable Fiscal Quarter occurring on or prior to September 30, 2016 shall be calculated as the greater of (i)
$2,000,000 and (ii) Consolidated EBITDA for Joe’s Holdings for such Fiscal Quarter (on a standalone basis without giving
effect to the Joe’s Jeans Acquisition) and (d) with respect to any Fiscal Quarter which ends on or prior to December 31,
2017, Consolidated EBITDA with respect to MSLO for each applicable Fiscal Quarter occurring on or prior to December 31, 2016 shall
be calculated as the greater of (i) $7,500,000 and (ii) Consolidated EBITDA for MSLO for such Fiscal Quarter (on a standalone basis
without giving effect to the MSLO Acquisition). For purposes of determining Consolidated EBITDA as a whole for each applicable
Fiscal Quarter identified in clauses (a), (b), (c) and (d) above, such amounts determined for GBH, With You, Joe’s Holdings
and MSLO in clauses (a), (b), (c) and (d), as applicable, shall then be added to the calculation of Consolidated EBITDA for such
applicable Fiscal Quarter for the Borrower (on a standalone basis without giving effect to the Galaxy Brands Merger, the Simpson
Acquisition, the Joe’s Jeans Acquisition and/or MSLO Acquisition, as applicable).


 


		f.	Section 1.01 of the Credit Agreement is hereby amended by amending the definition of “Immaterial
Subsidiary” set forth therein by deleting the reference to the “Effective Date” in the first line of clause (x)
thereof and by substituting the words “First Amendment Effective Date” in its stead.



 


		g.	Section 1.01 of the Credit Agreement is hereby amended by amending the definition of “Change
of Control” set forth therein by deleting “(excluding, in the case of both clause (ii) and clause (iii), any individual
whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result
of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person
or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors)”
at the end of clause (b) thereof.



 




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		h.	Section 1.01 of the Credit Agreement is hereby amended by amending the definition of “Permitted
Acquisition” set forth therein by adding “(a) the MSLO Acquisition or (b)” immediately at the beginning of clause
(ii) thereto.



 


		i.	Section 1.01 of the Credit Agreement is hereby amended by amending the definition of “Permitted
Indebtedness” set forth therein by deleting clause (a) thereof in its entirety and by substituting the following in its stead:



 


“(a)(i)
Indebtedness in respect of the Second Lien Credit Agreement and any Permitted Refinancing thereof (collectively, the “Second
Lien Facility); provided that (A) the aggregate outstanding principal amount of any Indebtedness in respect of the Second Lien
Facility shall not exceed the sum of (x) $368,000,000 plus (y) such additional amounts that would not, after giving pro forma effect
to the incurrence thereof, cause the Consolidated Total Leverage Ratio (as defined in the Second Lien Credit Agreement as in effect
on the First Amendment Effective Date) to exceed 6.00:1.00 and (B) any Indebtedness in respect of the Second Lien Facility shall
not have an earlier maturity date than the Maturity Date or a decreased weighted average life than the Second Lien Facility in
effect on the First Amendment Effective Date and (ii) any other Indebtedness outstanding on the Effective Date and listed on Schedule
7.03 hereto and, in the case of the foregoing clause (ii), any Permitted Refinancing thereof;”


 


		j.	The following shall be added as a new Section 1.06 of the Credit Agreement:



 


1.06       Pro Forma Calculations.


 


(a)           Notwithstanding
anything to the contrary herein, the Consolidated First Lien Leverage Ratio shall be calculated in the manner prescribed by this
Section 1.06.


 


(b)           For purposes
of calculating the Consolidated First Lien Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness
in connection therewith) that have been consummated (i) during the most recent Fiscal Quarter of the Borrower or (ii) subsequent
to such Fiscal Quarter and prior to, or simultaneously with, the event for which the calculation of any such ratio is made shall
be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated
EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first
day of such Fiscal Quarter.


 


(c)  If pro forma
effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a financial or accounting
Responsible Officer of the Borrower and include only those adjustments that would be permitted or required by Regulation S-X together
with those adjustments that (i) have been certified by such Responsible Officer of the Borrower as having been prepared in good
faith based upon reasonable assumptions and (ii) are (x) directly attributable to the Pro Forma Transactions with respect to which
such adjustments are to be made, (y) expected to have a continuing impact on the Loan Parties and (z) factually supportable and
reasonably identifiable.


 




    	 	-7-	 



     


    

 


(d) In the event
that the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment,
retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated First Lien Leverage Ratio (other
than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital
purposes) subsequent to the end of the most recent Fiscal Quarter of the Borrower and prior to, or simultaneously with, the event
for which the calculation of any such ratio is made, then such ratio shall be calculated after giving pro forma effect to such
incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of such Fiscal Quarter.


 


		k.	Section 2.01 of the Credit Agreement is hereby amended by adding the following clause (d) at the
end thereof:



 


“(d)           Subject
to the terms and conditions set forth herein, each Tranche A-1 Term Lender severally agrees to make an additional Tranche A-1 Term
Loan to the Borrower on the First Amendment Effective Date in an aggregate principal amount equal to such Tranche A-1 Term Lender’s
Tranche A-1 Term Loan First Amendment Commitment in immediately available funds in accordance with instructions provided by the
Borrower. The aggregate amount of the additional Tranche A-1 Term Loan made on the First Amendment Effective Date shall not exceed
the aggregate Tranche A-1 Term Loan First Amendment Commitments. The additional Tranche A-1 Term Loan made on the First Amendment
Effective Date shall be a LIBOR Rate Loan with an initial Interest Period of one month. Once made, the additional Tranche A-1 Term
Loan shall become part of the outstanding Tranche A-1 Term Loan and shall be subject to all provisions herein regarding the Tranche
A-1 Term Loan.”


 


		l.	Section 2.02 of the Credit Agreement is hereby amended by deleting the words “or a whole
multiple of $1,000,000 in excess thereof” in the eighth line of clause (b) thereof.



 


		m.	Section 2.14 of the Credit Agreement is hereby amended as follows:



 


		i.	by deleting “$60,000,000” in the fourth line of clause (a) thereof and by substituting the following in its stead:



 




    	 	-8-	 



     


    

 


“such amount
that would, after giving pro forma effect to the incurrence thereof, cause the Consolidated First Lien Leverage Ratio, as of the
last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements are required to have been delivered
to the Agent, to exceed 2.00:1.00”; and


 


		ii.	by adding the following as a new clause (g) thereof:



 


(g)           Limited
Condition Acquisition. Notwithstanding anything in this Section 2.14 to the contrary to the extent the proceeds of any
increase requested pursuant to this Section 2.14 will be used to finance a Limited Condition Acquisition, upon the Borrower’s
request, the lenders providing such increase may agree to “funds certain provision” that (i) provides for the testing
of the Consolidated First Lien Leverage Ratio set forth in Section 2.14(a) as of the date on which the acquisition agreement
for such Limited Condition Acquisition (a “Limited Condition Acquisition Agreement”) is executed and effective
and (ii) does not impose as a condition to funding thereof that no Default or Event of Default (other than a Default under Section
8.01(a) or 8.01(f) or 8.01(g)) exist at the time such Limited Condition Acquisition is consummated, in which
case the condition set forth in Section 2.14(e)(i)(B)(2) shall be required to be satisfied on the date the Limited Condition
Acquisition Agreement is executed.


 


		n.	Section 6.02 of the Credit Agreement is hereby amended by deleting the words “and Section
7.15(b) of the Amended and Restated Second Lien Credit Agreement” in clause (g) thereof.



 


		o.	Section 6.05 of the Credit Agreement is hereby amended by deleting the last sentence thereof and
by substituting the following in its stead:



 


“Notwithstanding
the foregoing, no provision herein or in any other Loan Document shall be deemed to restrict the dissolution of any Immaterial
Subsidiary (including, without limitation, William Rast Europe Holdings, LLC, a Delaware limited liability company, Heeling Management
Corp., a Texas corporation, Heeling Holding Corporation, a Nevada Corporation, Heelys, Inc., a Delaware corporation, Bella Rose,
LLC, a California limited liability company, and William Rast Sourcing, LLC, a California limited liability company), and such
dissolution is expressly permitted hereunder.


 


		p.	Section 6.15 of the Credit Agreement is hereby amended by adding the following new clause (c) at
the end thereof:



 




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“(c)         Notwithstanding
the foregoing provisions of this Section 6.15, with respect to any Collateral acquired by the Borrower or any other Loan Party
pursuant to the MSLO Acquisition Agreement, to the extent any security interest in such Collateral is not granted or perfected
on the First Amendment Effective Date (other than (x) grants with respect to the Collateral subject to the UCC and the delivery
of UCC financing statements and (y) the delivery of stock certificates and stock powers (but with respect to the stock certificates
of any entity acquired pursuant to the MSLO Acquisition Agreement, solely to the extent such stock certificates have been timely
received by the Borrower on or prior to the First Amendment Effective Date)) after the Loan Parties’ commercially reasonable
efforts to do so without undue burden or expenses, then the grant or perfection of such security interest shall be granted or perfected,
as the case may be, within 60 days after the First Amendment Effective Date (or such longer period as Agent may agree in its sole
discretion); provided further, that the obligation to deliver such stock certificates and stock powers shall be deemed
to have been satisfied, to the extent such stock certificates and stock powers are delivered to, or are in the possession of, the
Second Lien Agent, if and only to the extent the Second Lien Agent holds such stock certificates for the benefit of the Credit
Parties.”


 


		q.	Section 6.17 of the Credit Agreement is hereby amended by adding the following sentence at the
end thereof: 



 


“Notwithstanding
the foregoing, each of the Agent and the Lenders acknowledge and agree that the right of first refusal set forth in this Section
6.17 is hereby waived with respect to the financing of the MSLO Acquisition.”


 


		r.	Section 7.04 of the Credit Agreement is hereby amended by deleting “and” at the end
of clause (d) thereof, by re-lettering clause (e) as clause (f), and by adding the following new clause (e) thereto:



 


“(e)the
Loan Parties may consummate the MSLO Acquisition Transactions; and”


 


		s.	Section 7.12(a)(ii) of the Credit Agreement is hereby amended by deleting “Amended and Restated Second Lien Credit Agreement”
and by substituting “Second Lien Credit Agreement” in its stead.



 


		4.	Amendments to Exhibits and Schedules. The Schedules to the Credit Agreement are hereby amended
by amending and restating in its entirety each Schedule thereto in the form of such Schedule annexed hereto as Annex A.
Exhibit D (Compliance Certificate) to the Credit Agreement is hereby amended and restated in its entirety in the form of such Exhibit
annexed hereto as Annex B.



 




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		5.	Release of Specified Guarantors.



 


		a.	In connection with the designation of the Specified Guarantors as Immaterial Subsidiaries as of
the date hereof, the Borrower and the Existing Guarantors have requested that the Agent release (i) the Specified Guarantors from
their obligations under the Loan Documents, and (ii) the Lien of the Agent on the Collateral owned by the Specified Guarantors.
Accordingly, the Agent hereby releases as of the date hereof (i) the Specified Guarantors from their obligations under the Loan
Documents (except to the extent such obligations survive such release by their terms), and (ii) all Liens on the Collateral owned
by the Specified Guarantors.



 


		b.	Nothing herein shall be deemed a release by the Agent of (i) any Loan Party (other the Specified
Guarantors) from any of its obligations under the Loan Documents, or (ii) any Liens securing the Obligations (other than Liens
on the Collateral owned by the Specified Guarantors). Each of the Loan Parties (other the Specified Guarantors) acknowledges and
agrees that the Credit Agreement and the other Loan Documents and the Liens granted thereunder remain in full force and effect
as of the date hereof.



 


		c.	Each of the Specified Guarantors hereby acknowledges and agrees that it has no offsets, defenses,
claims, or counterclaims against any Credit Party or any parents, affiliates, predecessors, successors, or assigns thereof, or
their respective officers, directors, employees, attorneys, or representatives, with respect to the Obligations, and that if any
of the Specified Guarantors now has, or ever did have, any offsets, defenses, claims, or counterclaims against such Persons, whether
known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this
Amendment, all of them are hereby expressly WAIVED, and each of the Specified Guarantors hereby RELEASES such Persons from any
liability therefor.



 


		6.	Consent to Intercreditor Amendment. By their execution below, each of the Lenders hereby
acknowledges that it has received and reviewed a copy of the Intercreditor Amendment (as defined in Section 7(b) below), and hereby
consents to the terms and provisions set forth in the Intercreditor Amendment, including, without limitation, the subordination
by the Administrative Agent of its Lien on and security interest in certain Collateral as set forth in the Intercreditor Amendment.



 


		7.	Conditions to Effectiveness. This Amendment shall become effective on the earliest date
on which each of the following conditions precedent has been fulfilled to the satisfaction of the Agent:



 


		a.	This Amendment shall have been duly executed and delivered by the Borrower, the Guarantors and
the Required Lenders.



 


		b.	The Agent and the Second Lien Agent shall have entered into an amendment to the Second Lien Intercreditor
Agreement (the “Intercreditor Amendment”) in form and substance reasonably satisfactory to the Agent.



 


		c.	All action on the part of the Borrower and the Guarantors reasonably necessary for the valid execution
and delivery of, and the performance under, this Amendment, by the Borrower and the Guarantors shall have been duly and effectively
taken.



 




    	 	-11-	 



     


    

 


		d.	(i) Sequential shall have entered into a joinder and assumption agreement in form and substance
reasonably satisfactory to the Agent, pursuant to which such agreement Sequential shall become the Borrower under the Loan Documents
and (ii) Sequential, SQBG, MSLO, and each of the Subsidiaries listed on Annex C hereto (collectively, the “New
Guarantors”) shall have entered into a joinder agreement in form and substance reasonably satisfactory to the Agent,
pursuant to which such agreement each of the New Guarantors shall become a Guarantor under the Loan Documents and each such Person
shall grant the Agent a Lien on, and security interest in, all Collateral owned by each such Person.



 


		e.	Since the date of the MSLO Acquisition Agreement, no change, state of facts, circumstance, occurrence,
development, event or effect that, individually or in the aggregate, has had or would reasonably be expected to have a “MSLO
Material Adverse Effect” (as defined in the MSLO Acquisition Agreement, without giving effect to any amendment or modification
of such definition after the date of the MSLO Acquisition Agreement unless approved by the Agent in its reasonable discretion)
shall have occurred.



 


		f.	Prior to, or contemporaneously with, the effectiveness of this Amendment, the Borrower shall consummate
MSLO Acquisition substantially in accordance with the terms and conditions set forth in each of the MSLO Acquisition Agreement
and the Amended and Restated Second Lien Credit Agreement, as applicable, in each case without any amendment, modification or waiver
of any of the terms or conditions thereof that would be materially adverse to the Agent and the Lenders without the consent of
the Agent (such consent not to be unreasonably withheld, delayed or conditioned).



 


		g.	Immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred
and be continuing.



 


		8.	Binding Effect. The terms and provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their heirs, representatives, successors and assigns.



 


		9.	Expenses. The Borrower shall reimburse the Agent for all expenses incurred in connection
herewith, including, without limitation, reasonable and documented attorneys’ fees to the extent such expenses and fees are
required, under the Credit Agreement, to be paid by the Borrower.



 


		10.	Multiple Counterparts. This Amendment may be executed in multiple counterparts, each of
which shall constitute an original and together which shall constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile or in electronic (i.e. “pdf” or “tif”) format
shall be effective as delivery of a manually executed counterpart of this Amendment.



  


		11.	Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.



 




    	 	-12-	 



     


    

 


IN WITNESS WHEREOF, this
Amendment has been duly executed and delivered by each of the parties hereto as of the date first above written.


 


BORROWER:


 


	 	SEQUENTIAL BRANDS GROUP, INC.
	 	 	 
	 	By:	  /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 	 
	 	SQBG, INC.
	 	 	 
	 	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
	 	 
	 	WILLIAM RAST LICENSING, LLC
	 	 
	 	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


 


[Signature Page to First Amendment to Second
Amended and Restated First Lien Credit 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
	 	 
	 	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
	 	 
	 	JOE’S HOLDINGS LLC
	 	 
	 	By:	 /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer


 


[Signature Page to First Amendment to Second
Amended and Restated First Lien Credit Agreement]


 




     


     


    

 


	 	MARTHA STEWART LIVING OMNIMEDIA, INC.
	 	 
	 	By:	 /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MSO IP HOLDINGS, INC.
	 	 
	 	By:	  /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	martha stewart, inc.
	 	 
	 	By:	  /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	body & soul omnimedia, inc.
	 	 
	 	By:	  /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MSLO PRODUCTIONS, INC.
	 	 
	 	By:	 /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MSLO PRODUCTIONS – HOME, INC. 
	 	 
	 	By:	  /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MSLO PRODUCTIONS – EDF, INC.
	 	 
	 	By:	 /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	FLOUR PRODUCTIONS, INC. 
	 	 
	 	By:	  /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer


 


[Signature Page to First Amendment to Second
Amended and Restated First Lien Credit Agreement]


 




     


     


    

 


	 	EMERIL PRIMETIME MUSIC, INC.
	 	 
	 	By:	 /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	EMERIL PRIMETIME PRODUCTIONS, INC. 
	 	 
	 	By:	  /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	GOOD THING PRODUCTIONS, INC. 
	 	 
	 	By:	 /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MSLO SHARED IP SUB, LLC 
	 	 
	 	By:	 /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer
	 	 
	 	MSLO EMERIL ACQUISITION SUB, LLC
	 	 
	 	By:	  /s/ Gary Klein
	 	Name:  Gary Klein
	 	Title:  Chief Financial Officer


 


[Signature Page to First Amendment to Second
Amended and Restated First Lien Credit Agreement]


 




     


     


    

 


	 	bank of america, n.a., as Agent and as a Lender
	 	 
	 	By:	  /s/ Andrew Curussi
	 	Name:  Andrew Cerussi
	 	Title:  Director


 


[Signature Page to First Amendment to Second
Amended and Restated First Lien Credit Agreement]


 




     


     


    

 


	 	ISRAEL DISCOUNT BANK OF NEW YORK, as a Lender
	 	 
	 	By:	  /s/ James M. Morton
	 	Name:  James M. Morton
	 	Title:  Senior Vice President
	 	 
	 	By:	  /s/ Michael Paul
	 	Name:  Michael Paul
	 	Title:  Senior Vice President


 


[Signature Page to First Amendment to Second
Amended and Restated First Lien Credit Agreement]


 




     


     


    

 


	 	BANK HAPOALIM B.M., as a Lender
	 	 
	 	By:	  /s/ Howard Applebaum
	 	Name:  Howard Applebaum
	 	Title:  Executive Vice President
	 	 
	 	By:	  /s/ Amanda Milazzo
	 	Name:  Amanda Milazzo
	 	Title:  Vice President




 


[Signature Page to First Amendment to Second
Amended and Restated First Lien Credit Agreement]


 




     


     


    

 


	 	FIFTH THIRD BANK, as a Lender
	 	 
	 	By:	 /s/ Todd S. Robinson
	 	Name:  Todd S. Robinson
	 	Title:  Vice President


 


[Signature Page to First Amendment to Second
Amended and Restated First Lien Credit Agreement]


 




     


     


    

 


SCHEDULE
A


 


Tranche
a-1 term lenders and tranche a-1 term loan first amendment commitments


 


	Lender	 	Tranche A-1 Term Loan
 First Amendment
 Commitment	 	 	Applicable Percentage
 with respect to Tranche
 A-1 Term Loan
 Commitment	 	 	Applicable Percentage	 
	Bank of America, N.A.	 	$	4,210,526.00	 	 	 	52.631578947	%	 	 	52.631578947	%
	Israel Discount Bank of New York	 	$	1,684,210.00	 	 	 	21.052631579	%	 	 	21.052631579	%
	Fifth Third Bank	 	$	1,052,632.00	 	 	 	13.157894737	%	 	 	13.157894737	%
	Bank Hapoalim B.M.	 	$	1,052,632.00	 	 	 	13.157894737	%	 	 	13.157894737	%
	TOTAL:	 	$	8,000,000.00	 	 	 	100.000000000	%	 	 	100.000000000	%





 


[Annex A to First Amendment to Second Amended
and Restated First Lien Credit Agreement]


 




     


     


    

 


Annex
A


 


Amended and Restated Schedules to Credit
Agreement 


 


[see attached]


 


[Annex A to First Amendment to Second Amended
and Restated First Lien Credit Agreement] 


 




     


     


    

 


Annex
B


 


Amended and Restated Exhibit D (Compliance
Certificate) to Credit Agreement 


 


[see attached]


 


[Annex B to First Amendment to Second Amended and Restated First Lien Credit Agreement]


 




     


     


    

 


Annex
C


 


New Subsidiary Guarantors


 


MSO IP Holdings, Inc., a California corporation.


Martha Stewart, Inc., a Connecticut corporation.


Body & Soul Omnimedia, Inc., a Delaware corporation.


MSLO Productions, Inc., a Delaware corporation.


MSLO Productions – Home, Inc., a Delaware corporation.


MSLO Productions – EDF, Inc., a Delaware corporation.


Flour Productions, Inc., a Delaware corporation.


Emeril Primetime Music, Inc., a Delaware corporation.


Emeril Primetime Productions, Inc., a Delaware corporation.


Good Thing Productions, Inc., a Delaware corporation.


MSLO Shared IP Sub, LLC, a Delaware limited liability company.


MSLO Emeril Acquisition Sub, LLC, a Delaware limited liability.


  


[Annex B to First Amendment to Second Amended and Restated First Lien Credit Agreement]