REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 15, 2014, by and between Sequential Brands Group, Inc., a Delaware corporation (the “Company”), and Carlyle Equity Opportunity GP, L.P. (the “Representative”), a Delaware limited partnership, on behalf of, and for the benefit of, the former stockholders and optionholders and each of their permitted transferees (the “Stockholders”) of Galaxy Brand Holdings, Inc. (“Galaxy”).
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 18th, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
WHEREAS, the Borrower, among others, has entered into that certain First Lien Term Loan Agreement, dated as of March 28, 2013 (as amended and in effect on and prior to the date hereof, the “Existing Credit Agreement”) by, among others, the Borrower, the Guarantors party thereto, the “Lenders” as defined therein, and Bank of America, N.A. as “Administrative Agent” and “Collateral Agent”;
INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N.A., as First Lien Agent, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Agent, dated as of August 15, 2014Intercreditor Agreement • August 18th, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of 15, 2014 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 “First Lien Agent”) for (i) the financial institutions party from time to time to the First Lien Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the “First Lien Lenders”) and (ii) any First Lien Bank Products Affiliates and First Lien Cash Management Affiliates (each as defined below) (such First Lien Bank Products Affiliates and First Lien Cash Management Affiliates, together with the First Lien Agent and the First Lien Lenders, the “First Lien Secured Parties”), and (b) WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral a
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN ARTICLE II OF THIS WARRANTSequential Brands Group, Inc. • August 18th, 2014 • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Warrant is issued in connection with that certain Agreement and Plan of Merger, dated as of June 24, 2014 (the “Merger Agreement”), by and among the Company, SBG Universe Brands, LLC, Universe Galaxy Merger Sub, Inc., Galaxy Brand Holdings, Inc., solely in its capacity as the Stockholder Representative (as defined in the Merger Agreement) Carlyle Equity Opportunity GP, L.P, and, for purposes of Section 6.5(b) only, Carlyle Galaxy Holdings, L.P.
SECOND LIEN CREDIT AGREEMENT Dated as of August 15, 2014 among SEQUENTIAL BRANDS GROUP, INC., as the Borrower The Guarantors Named Herein WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent and The Lenders Party HeretoSecond Lien Credit Agreement • August 18th, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This SECOND LIEN CREDIT AGREEMENT (the “Agreement”) is entered into as of August 15, 2014, among SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors; each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (collectively, with any successor thereto, the “Agent”).
