entered into as of December 4, 2015 among (a) BANK OF
AMERICA, N.A., in its capacity as administrative agent and collateral agent
(together with its successors and assigns in such capacity, the "BofA Facility
Agent") for (i) the financial institutions party from time to time to the BofA
Credit Agreement referred to below (such financial institutions, together with
their respective successors, assigns and transferees, the "BofA Facility
Lenders") and (ii) any BofA Facility Bank Products Affiliates and BofA Facility
Cash Management Affiliates (each as defined below) (such BofA Facility Bank
Products Affiliates and BofA Facility Cash Management Affiliates, together with
the BofA Facility Agent and the BofA Facility Lenders, the "BofA Facility
Secured Parties"), and (b) WILMINGTON TRUST, NATIONAL ASSOCIATION, in its
capacity as administrative agent and collateral agent (together with its
successors and assigns in such capacity, the "GSO Agent") for the financial
institutions party from time to time to the GSO Credit Agreement referred to
below (such financial institutions, together with their respective successors,
assigns and transferees, the "GSO Lenders" and together with the GSO Agent and
the GSO Lenders, the "GSO Secured Parties"), and acknowledged by (c) SEQUENTIAL
BRANDS GROUP, INC. ("New Sequential", or the "Borrower"), a Delaware
corporation, and (d) each of the Guarantors (as defined below) which are
signatories to this Agreement.
RECITALS
A.
Pursuant to that certain Second Amended and Restated First Lien
Credit Agreement, dated as of April 8, 2015, by and among SQBG, Inc. (formerly
known as Sequential Brands Group, Inc.), a Delaware corporation ("Old
Sequential"), as Borrower, the Guarantors party thereto, the BofA Facility Agent
and the BofA Facility Lenders (as amended and as in effect immediately prior to
the date hereof, the "Existing BofA Credit Agreement"), the BofA Facility
Lenders have agreed to make certain loans and provide other financial
accommodations to or for the benefit of Old Sequential, as Borrower.
B.
Pursuant to the Guaranty (as the same may be amended, supplemented,
restated and/or otherwise modified in accordance with the terms hereof, the
"BofA Facility Guaranty") by certain subsidiaries of Old Sequential (the "BofA
Facility Guarantors") in favor of the BofA Facility Secured Parties, the BofA
Facility Guarantors have guaranteed the payment and performance of the
obligations of Old Sequential under the BofA Facility Loan Documents (as
hereinafter defined) as provided in the BofA Facility Guaranty.
C.
As a condition to the effectiveness of the Existing BofA Credit
Agreement and to secure the obligations of Old Sequential, as Borrower, and the
BofA Facility Guarantors (Old Sequential, the BofA Facility Guarantors and each
other direct or indirect subsidiary of the Borrower that is now or hereafter
becomes a party to any BofA Facility Loan Document, collectively, the "Existing
BofA Facility Loan Parties") under and in connection with the BofA Facility Loan
Documents, the Existing BofA Facility Loan Parties have granted to the BofA
Facility Agent (for the benefit of the BofA Facility Secured Parties) Liens on
the Collateral (as hereinafter defined).
D.
Pursuant to that certain Amended and Restated Second