0001144204-14-019000 Sample Contracts

JOINDER AGREEMENT
Joinder Agreement • March 31st, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

SBG Revo Holdings, LLC, a Delaware limited liability company (the “New Guarantor”), with its principal executive offices at 1065 Avenue of the Americas, 30th Floor, New York, NY 10018; and

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AMENDMENT TO JC PENNEY/WILLIAM RAST LICENSE AGREEMENT
License Agreement • March 31st, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

This Amendment to License Agreement (this "Amendment") is made and entered into effective as of this 19 day of December 2013 by and between J.C. Penney Corporation, Inc., a Delaware corporation (together with its subsidiaries and affiliates "JCP"), and William Rast Sourcing, LLC, a Delaware Limited Liability Company ("WRS") and William Rast Licensing, LLC, a Delaware Limited Liability Company "WRL").

JOINDER AGREEMENT
Joinder Agreement • March 31st, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

SBG Revo Holdings, LLC, a Delaware limited liability company (the “New Guarantor”), with its principal executive offices at 1065 Avenue of the Americas, 30th Floor, New York, NY 10018; and

ACKNOWLEDGMENT
Acknowledgment • March 31st, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

SBG Revo Holdings, LLC, a Delaware limited liability company (the “New Guarantor”), hereby acknowledges that it has received a copy of the Intercreditor Agreement, dated as of March 28, 2013, by and between Bank of America, N.A., as First Lien Agent, and Pathlight Capital, LLC, as Second Lien Agent (as amended, modified, supplemented or restated and in effect from time to time, the “Intercreditor Agreement”; capitalized terms used in this Acknowledgement and not otherwise defined herein have the meanings specified in the Intercreditor Agreement), and consents thereto, agrees to recognize all rights granted thereby to the First Lien Agent, the First Lien Secured Parties, the Second Lien Agent, and the Second Lien Secured Parties and will not do any act or perform any obligation which is not in accordance with the agreements set forth in the Intercreditor Agreement. The New Guarantor further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under t

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