Second Amended And Restated Credit Agreement Sample Contracts

Southern California Edison Co – Second Amended and Restated Credit Agreement (May 18th, 2018)
Southern California Edison Co – Second Amended and Restated Credit Agreement (May 18th, 2018)
Hospitality Properites Trust – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 10, 2018 by and Among HOSPITALITY PROPERTIES TRUST, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.5., as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, PNC CAPITAL MARKETS, LLC and RBC CAPITAL MARKETS1, as Joint Lead Arrangers and Joint Lead Bookrunners, BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, as Syndication Agents and CITIBANK, N.A., COMPASS BA (May 15th, 2018)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of May 10, 2018, by and among Hospitality Properties Trust, a real estate investment trust formed under the laws of the State of Maryland (the "Borrower"), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the "Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"), with each of WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (or its Affiliate), PNC CAPITAL MARKETS, LLC and RBC CAPITAL MARKETS, as Joint Lead Arrangers and Joint Bookrunners (each a "Lead Arranger"), each of BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, as Syndication Agents (each a "Syndication Agent"), and each of CITIBANK, N.A., COMPASS BANK, MIZUHO BANK, LTD., REGIONS BANK, SUMITOMO MITSUI BANKING CORPORATION, and U.S. BANK NATIONAL ASSOCIATION,

Amendment No. 4 to Second Amended and Restated Credit Agreement (May 14th, 2018)

AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT Agreement, dated as of April 19, 2018 (this "Amendment No. 4"), is by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, "Agent"), the parties to the Credit Agreement as lenders (individually, each a "Lender" and collectively, "Lenders"), VOXX ACCESSORIES CORP., a Delaware corporation ("ACC"), VOXX ELECTRONICS CORP., a Delaware corporation ("AEC"), CODE SYSTEMS, INC., a Delaware corporation ("CSI"), INVISION AUTOMOTIVE SYSTEMS INC., a Delaware corporation ("IAS") and KLIPSCH GROUP, INC., an Indiana corporation ("Klipsch", together with ACC, AEC, CSI and IAS, are referred to hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as the "Borrowers"), VOXX INTERNATIONAL CORPORATION, Delaware corpor

Sunrun Inc. – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Among SUNRUN HERA PORTFOLIO 2015-A, LLC, as Borrower, INVESTEC BANK PLC, as Administrative Agent, INVESTEC BANK PLC, as Issuing Bank, and the Lenders From Time to Time Party Hereto Dated as of January 15, 2016, Amended and Restated as of June 23, 2017, and Further Amended and Restated as of March 27, 2018 INVESTEC INC. Sole Bookrunner (May 9th, 2018)

WHEREAS, Sunrun Inc., a Delaware corporation (the "Sponsor"), owns 100% of the membership interests in Sunrun Hera Holdco 2015, LLC, a Delaware limited liability company ("Intermediate Holdco");

Silver Run Acquisition Corp – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 4, 2018 Among CENTENNIAL RESOURCE PRODUCTION, LLC, as Borrower, Any Parent Guarantor Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders Party Hereto JPMORGAN CHASE BANK, N.A. As Lead Arranger, WELLS FARGO BANK, N.A., ROYAL BANK OF CANADA AND COMERICA BANK, as Co-Syndication Agents, BMO HARRIS BANK, N.A., CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, AND U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, and JPMORGAN CHASE BANK, N.A., as Sole Bookrunner US 5625732v.13 (May 8th, 2018)
Second Amended and Restated Credit Agreement (May 8th, 2018)

This Second Amended and Restated Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Credit Agreement") is entered into as of March 31, 2018 (the "Effective Date"), by and among AMERICAN AWS-3 WIRELESS II L.L.C., a Colorado limited liability company (solely in its capacity as lender hereunder, "Lender"), NORTHSTAR WIRELESS, LLC, a Delaware limited liability company ("Borrower"), as borrower, and NORTHSTAR SPECTRUM, LLC, a Delaware limited liability company ("Guarantor"), as guarantor.

Second Amended and Restated Credit Agreement by and Among (May 8th, 2018)

This Second Amended and Restated Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Credit Agreement") is effective as of March 31, 2018 (the "Effective Date"), by and among AMERICAN AWS-3 WIRELESS III L.L.C., a Colorado limited liability company (solely in its capacity as lender hereunder, "Lender"), SNR WIRELESS LICENSECO, LLC, a Delaware limited liability company ("Borrower"), as borrower, and SNR WIRELESS HOLDCO, LLC, a Delaware limited liability company ("Guarantor"), as guarantor.

Aceto Corporation – Second Amendment and Waiver to Second Amended and Restated Credit Agreement (May 7th, 2018)

This SECOND AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of May 3, 2018, by and among ACETO CORPORATION, a New York corporation (the "Borrower"), certain other Loan Parties party hereto (the "Guarantors"), the Lenders party hereto (the "Consenting Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders party to the Credit Agreement (in such capacity, the "Administrative Agent").

SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 30, 2018 AMONG SALESFORCE.COM, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an Issuing Lender MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, CITIBANK, N.A., and BNP PARIBAS, as Joint Lead Arrangers and Joint Book Managers MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent DEUTSCHE BANK SEC (April 30th, 2018)
Orchids Paper Products Company – AMENDMENT No. 8 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (April 25th, 2018)

THIS AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of April 19, 2018, among ORCHIDS PAPER PRODUCTS COMPANY, a Delaware corporation ("Borrower"), the Guarantors party hereto, the lenders party hereto ("Lenders") and U.S. BANK NATIONAL ASSOCIATION, as a Lender and as LC Issuer, Swing Line Lender and Administrative Agent for the Lenders (in such capacity, "Administrative Agent").

Second Amendment to Second Amended and Restated Credit Agreement and First Amendment to Guaranty and Collateral Agreement (April 20th, 2018)

This Second Amended and Restated Credit Agreement, dated as of March 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Agreement), is among WPX ENERGY, INC., a Delaware corporation (the Borrower), the LENDERS party hereto, and WELLS FARGO BANK, National Association, as Administrative Agent and Swingline Lender.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 3, 2018 Among OSHKOSH CORPORATION, as the Company, CERTAIN SUBSIDIARIES OF OSHKOSH CORPORATION, as Subsidiary Borrowers, VARIOUS FINANCIAL INSTITUTIONS, BANK OF AMERICA, N.A., as Agent, as an Issuer and as a Swing Line Lender, JPMORGAN CHASE BANK, N.A., as an Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Issuer, U.S. BANK NATIONAL ASSOCIATION, as an Issuer and a Swing Line Lender, JPMORGAN CHASE BANK, N.A. WELLS FARGO BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, BRANCH BANKING AND (April 9th, 2018)

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 3, 2018 among Oshkosh Corporation, a Wisconsin corporation (the "Company"), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.19, the Lenders from time to time party hereto, Bank of America, N.A., as administrative agent for the Lenders, an Issuer, and a Swing Line Lender, JPMorgan Chase Bank, N.A., as an Issuer, Wells Fargo Bank, National Association, as an Issuer, and U.S. Bank National Association, as an Issuer and a Swing Line Lender.

Second Amended and Restated Credit Agreement (April 6th, 2018)

CREDIT AGREEMENT (this "Amendment") is entered into as of February 12, 2018, by and among TITAN MACHINERY INC., a Delaware corporation ("Borrower"), the Lender parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the "Agent").

Delek Holdco, Inc. – Second Amended and Restated Credit Agreement (April 5th, 2018)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), is entered into as of March 30, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), DELEK US HOLDINGS, INC., a Delaware corporation ("Delek US Holdings"), those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (together with Delek US Holdings, each, a "Borrower", and individually and collectively, jointly and severally, "Borrowers", as such terms are hereinafter further defined), the Subsidiaries of Administr

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Among (April 3rd, 2018)

This Second Amended and Restated Credit Agreement, dated as of April 2, 2018, is made and entered into by and among SRC Energy Inc., a Colorado corporation (the "Borrower"), each of the Lenders from time to time party hereto, and SunTrust Bank, individually, as Swing Line Lender, Issuing Bank and as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").

Amendment No. 1 to Second Amended and Restated Credit Agreement (April 3rd, 2018)

This Amendment No. 1 to Second Amended and Restated Credit Agreement (this "Amendment") is entered into as of February 1, 2016 by and among Vera Bradley Designs, Inc., an Indiana corporation (the "Borrower"), the Lenders party hereto and JPMorgan Chase Bank, N.A, individually and as administrative agent (the "Administrative Agent").

Preferred Voice – Amendment No. 4 to Second Amended and Restated Credit Agreement (April 2nd, 2018)

This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of January 22, 2018, by and between Pelican Permian, LLC, a Texas limited liability company ("Lender"), and Aly Energy Services, Inc., a Delaware corporation ("Borrower").

SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and ASURE SOFTWARE, INC. (April 2nd, 2018)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), is entered into as of March 29, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), and ASURE SOFTWARE, INC., a Delaware corporation ("Borrower").

Hanover Capital Mortgage Holdings, Inc. – Amendment No. 1 to Second Amended and Restated Credit Agreement (March 29th, 2018)

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment), dated as of March 29, 2018, is entered into by and among DITECH HOLDING CORPORATION, a Maryland corporation (the Borrower) and the Lenders listed on the signature pages hereto constituting the Required Lenders.

Consent, Sixth Amendment and Waiver to Second Amended and Restated Credit Agreement (March 29th, 2018)

THIS CONSENT, SIXTH AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) is entered into as of March 29, 2018 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a Lender and collectively as Lenders), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, Agent), POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (Parent), PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation (PPPI), POWERTRAIN INTEGRATION ACQUISITION, LLC, an Illinois limited liability company (PIA), BI-PHASE TECHNOLOGIES, LLC, a Minnesota limited liability company (Bi-Phase; Parent, PPPI, PIA and Bi-Phase are referred to hereinafter each individual

American Water Works – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 21, 2018 by and Among (March 21st, 2018)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 21, 2018 (this "Agreement"), is by and among AMERICAN WATER CAPITAL CORP., a Delaware corporation (the "Borrower"), the Lenders from time to time party hereto (collectively, the "Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (in such capacity, together with its successors and assigns, the "Administrative Agent").

Amendment No. 4 to Second Amended and Restated Credit Agreement (March 15th, 2018)

This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of March 9, 2018 among Kona Grill, Inc., a Delaware corporation (the "Borrower"), the Lenders (as defined below) party hereto, and KeyBank National Association, a national banking association, as the administrative agent (the "Administrative Agent").

Amendment No. 2 to Second Amended and Restated Credit Agreement (March 14th, 2018)

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Agreement) is entered into as of February 3, 2015, among Stein Mart, Inc., a Florida corporation (Stein Mart or the Lead Borrower), and Stein Mart Buying Corp., a Florida corporation (Buying Corp., and together with Stein Mart, each individually a Borrower and collectively, Borrowers), the Guarantors from time to time party hereto, each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and Wells Fargo Bank, National Association, as the Administrative Agent, Collateral Agent, Swing Line Lender and LC Issuer.

Second Amended and Restated Credit Agreement Dated as of October 27, 2017 (March 13th, 2018)
REVOLVING CREDIT FACILITY SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 8, 2018 by and Among CNX RESOURCES CORPORATION (Formerly Known as CONSOL ENERGY INC.) and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and THE LENDERS PARTY HERETO FROM TIME TO TIME and PNC BANK, NATIONAL ASSOCIATION, as the Administrative Agent and the Collateral Agent and JPMORGAN CHASE BANK, N.A., as the Syndication Agent CREDIT SUISSE AG and THE BANK OF TOKYO- MITSUBISHI UFJ, LTD., as Co-Documentation Agents and PNC CAPITAL MARKETS LLC, JPMORGAN CHASE BANK, N.A., CREDIT SUISSE SECURITIES (USA) LLC and (March 12th, 2018)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the Agreement) is dated as of March 8, 2018, and is made by and among CNX RESOURCES CORPORATION (formerly known as CONSOL ENERGY INC.), a Delaware corporation (the Borrower), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the Syndication Agent), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders under this Agreement (in such capacity, the Administrative Agent) and as collateral agent for the Lenders and the other Secured Parties (in such capacity, the Collateral Agent).

Brookfield Business Partners L.P. – Second Amended and Restated Credit Agreement (March 9th, 2018)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of October 19, 2017 and is entered into between Brookfield Business L.P., Brookfield BBP Canada Holdings Inc., Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings LLC, and each other person who becomes a party hereto as a Borrower in accordance with this Agreement, as Borrowers, Brookfield Business Partners L.P., as Guarantor, and BPEG US Inc., as Lender.

Orchids Paper Products Company – AMENDMENT No. 7 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (March 6th, 2018)

THIS AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of February 28, 2018, among ORCHIDS PAPER PRODUCTS COMPANY, a Delaware corporation ("Borrower"), the Guarantors party hereto, the lenders party hereto ("Lenders") and U.S. BANK NATIONAL ASSOCIATION, as a Lender and as LC Issuer, Swing Line Lender and Administrative Agent for the Lenders (in such capacity, "Administrative Agent").

Fourth Amendment to Second Amended and Restated Credit Agreement (February 28th, 2018)

This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 26, 2018 (this "Fourth Amendment") is made by and among NOVANTA CORPORATION, a Michigan corporation (the "Lead Borrower"), NOVANTA UK INVESTMENTS HOLDING LIMITED, a private limited company incorporated in England and Wales (the "U.K. Borrower"), Novanta Europe GmbH, a limited liability company (Gesellschaft mit beschrankter Haftung) formed and existing under the laws of Germany (the "German Borrower" and jointly and severally together with the Lead Borrower, collectively the "Borrowers"), NOVANTA INC., a company continued and existing under the laws of the Province of New Brunswick, Canada ("Holdings"), each of the Subsidiaries of Holdings listed under the caption "GUARANTORS" on the signature pages hereto (each a "Guarantor" and collectively the "Guarantors"), each lender party hereto (collectively, the "Lenders" and individually, a "Lender") and BANK OF AMERICA, N.A., as Administrative Agent (i

REFINANCING FACILITY AGREEMENT Dated as of February 22, 2018 Relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 4, 2014, Among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY THERETO, THE LENDERS PARTY THERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent CREDIT SUISSE SECURITIES (USA) LLC, as Sole Lead Arranger and CREDIT SUISSE SECURITIES (USA) LLC, Barclays Bank PLC, Citigroup Global Markets Inc., Credit Agricole Corporate and Investment Bank, Goldman Sachs Lending Partners LLC, JPMorgan (February 22nd, 2018)

REFINANCING FACILITY AGREEMENT dated as of February 22, 2018 (this Agreement), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014, as amended by Amendment No. 1 dated as of June 9, 2016, Amendment No. 2 dated as of March 6, 2017, Amendment No. 3 and Incremental Term Loan Assumption Agreement dated as of August 22, 2017, and Amendment No. 4 and Refinancing Facility Agreement dated as of November 30, 2017 (as further amended, supplemented or otherwise modified from time to time prior to the date hereof, the Credit Agreement), among TRANSDIGM INC., a Delaware corporation (the Borrower), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (Holdings), each subsidiary of the Borrower from time to time party thereto, the lenders party thereto, and CREDIT SUISSE AG, as administrative agent and collateral agent for the Lenders (in such capacities, the Agent).

Amendment No. 1 to Second Amended and Restated Credit Agreement (February 21st, 2018)

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 19, 2018 (this Amendment or sometimes referred to herein as Amendment No. 1), is entered into by and among Wells Fargo Bank, National Association, a national banking association, in its capacity as agent (in such capacity, together with its successors and assigns, Administrative Agent) pursuant to the Credit Agreement (as defined below) for the Lenders (as defined below), the parties to the Credit Agreement as lenders (individually, each a Lender and collectively, Lenders) party hereto, Stein Mart, Inc., a Florida corporation (Stein Mart or the Lead Borrower), and Stein Mart Buying Corp., a Florida corporation (Buying Corp., and together with Stein Mart, each individually a Borrower and collectively, Borrowers), and the obligors party thereto as guarantors (each individually a Guarantor and collectively, Guarantors).

Potlatch – Second Amended and Restated Credit Agreement (February 15th, 2018)
Potlatch – Second Amended and Restated Credit Agreement (February 15th, 2018)
Hanover Capital Mortgage Holdings, Inc. – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 9, 2018 Among DITECH HOLDING CORPORATION, as Borrower, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent (February 9th, 2018)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 9, 2018, among DITECH HOLDING CORPORATION (formerly known as Walter Investment Management Corp.), a Maryland corporation (the Borrower), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in ARTICLE I), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacity, including any successor thereto, the Collateral Agent) for the Lenders. This Agreement amends and restates the Pre-Petition Credit Agreement (as defined below) in its entirety.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 29, 2018 by and Among (January 30th, 2018)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 29, 2018, by and among FOSSIL GROUP, INC., a Delaware corporation (the US Borrower), FOSSIL GROUP EUROPE GMBH, a limited liability company organized under the law of Switzerland (Fossil Group Europe) and certain other Foreign Subsidiaries of US Borrower listed on Schedule 1.1E joined from time to time as a Borrower pursuant to Section 5.15(a) (collectively, the Non-US Borrowers and each a Non-US Borrower, together with the US Borrower, collectively, the Borrowers), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the Lenders) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the Administrative Agent for the Lenders.