Incremental Joinder Agreement, First Amendment to Amended and Restated Second Lien Credit Agreement and Waiver Sample Contracts

Incremental Joinder Agreement, First Amendment to Amended and Restated Second Lien Credit Agreement and Waiver
Incremental Joinder Agreement, First Amendment to Amended and Restated Second Lien Credit Agreement and Waiver • November 9th, 2015 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

THIS INCREMENTAL JOINDER AGREEMENT, FIRST AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT AND WAIVER, dated as of September 11, 2015 (this “Agreement”), by and among DARBY CREEK LLC, LEHIGH RIVER LLC, LOCUST STREET FUNDING LLC and FS INVESTMENT CORPORATION III (each, an “Additional Commitment Lender”), the other Lenders party hereto, SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), and the Required Lenders under the Credit Agreement referenced below and acknowledged by Wilmington Trust, National Association, in its capacity as Administrative Agent and Collateral Agent (the “Agent”), under that certain Amended and Restated Second Lien Credit Agreement, dated as of April 8, 2015 (as amended hereby and as may be further amended, modified, restated, supplemented or extended from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and the Agent. Capitalized terms used herein but not otherwise defined sh