On October 29, 2018 (the "Closing Date"), Centric Brands Inc. (f/k/a Differential Brands Group Inc., the "Company"), completed its acquisition (the "Acquisition") of a significant part of Global Brands Group Holding Limited's ("GBG") and its subsidiaries' North American business, including the wholesale, retail and e-commerce operations, comprising all of their North American kids business, all of their North American accessories business and a majority of their West Coast and Canadian fashion businesses (collectively, the "Business") for approximately $1.21 billion in cash. On the Closing Date, the Company and certain of its subsidiaries entered into a first lien credit agreement with Ares Capital Corporation ("Ares"), as administrative agent, ACF FinCo I LP, as collateral agent, and certain other lenders party thereto (the "First Lien Credit Agreement") and second lien credit agreement with U.S. Bank National Association, as administrative agent and collateral agent, and certain lenders party thereto (the "Second Lien Credit Agreement, and together with the First Lien Credit Agreement, collectively, the "Credit Agreements"). The amount available to be drawn under the Revolving Facility will be based on the borrowing base values attributed to eligible inventory. The First Lien Credit Agreement provides for a senior secured asset based revolving credit facility with commitments in an aggregate principal amount of $150 million, which matures four and a half years from the Closing Date (the "Revolving Facility") and a senior secured term loan credit facility in an aggregate principal amount of $645 million, which matures five years from the Closing Date ("the "First Lien Term Loan Facility", and together with the Revolving Facility, collectively, the "First Lien Facilities"). The Second Lien Credit Agreement provides for a second lien term loan facility in an aggregate principal amount of $668 million, which matures six years from the Closing Date (the "Second Lien Term Loan Facility", and together with the First Lien Term Loan Facility, collectively, the "Term Loan Facilities"). There are no scheduled periodic payments under the Revolving Facility or the Second Lien Term Loan Facility. The First Lien Term Loan Facility will be subject to quarterly payments of principal as follows: 0.25% of the initial principal amount for each of the fiscal quarters ending March 31, 2019 and June 30, 2019; 0.625% of the initial principal amount for each of the fiscal quarters ending September 30, 2019 and December 31, 2019; and 1.25% of the initial principal amount or each fiscal quarter thereafter, with the balance payable at maturity. The Term Facilities include mandatory prepayments customary for credit facilities of their nature, including: (i) 100% of the net cash proceeds from issuances of debt that are not permitted and certain equity issuances; (ii) 100% of the net cash proceeds from certain non-ordinary course asset sales and certain insurance proceeds and condemnation recoveries, subject to customary exceptions and reinvestment rights; (iii) 100% of the net cash proceeds from certain extraordinary receipts; (iv) 100% of the net cash proceeds received pursuant to the Purchase Agreement, subject to customary exceptions and (v) a variable percentage of excess cash flow of 50%, 25% or 0% depending on the Company's first lien leverage ratio. Subject to certain exceptions, prepayments of loans under the First Lien Term Loan Facility and permanent reductions of the commitments under the Revolving Facility, in each case, are subject to a prepayment premium of (i) 3.00% during the first year after the Closing Date, (ii) 2.00% during the second year after the Closing Date and (ii) 1.00% during the third year after the Closing Date, plus, if applicable, customary "breakage" costs with respect to LIBOR rate loans. Subject to certain exceptions, prepayments of loans under the Second Lien Term Loan Facility are subject to a prepayment premium of (i) with respect to the first $175 million of aggregate prepayments (the "Initial Prepayment Amount"), (a) 3.00% during the first year after the Closing Date, (b) 2.00% during the second year after the Closing Date and (c) 1.00% during the third year after the Closing Date and (ii) with respect to any amount in excess of the Initial Prepayment Amount, (a) subject to certain exceptions, a customary make-whole amount during the first or second year after the Closing Date, (b) 4.00% during the third year after the Closing Date, (c) 2.00% during the fourth year after the Closing Date and (d) 1.00% during the fifth year after the Closing Date.

On the Closing Date, Michael Buckley, Andrew Tarshis and Kelly Hoffman resigned from the Board, Mr. Hoffman resigned from the audit committee of the Board (the "Audit Committee"), and Mr. Tarshis resigned from the compensation and stock option committee of the Board. The resignation of Messrs. Buckley, Tarshis and Hoffman from the Board did not result from any disagreement relating to the Company's operations, policies or practices. Additionally, the Board voted to increase the size of the Board from seven to eight directors, effective on the Closing Date. On the Closing Date, the Board appointed Glenn Krevlin, Randall Kessler, Robert Petrini and Jason Rabin as members of the Board. In connection therewith, Mr. Krevlin was also appointed to the Audit Committee. As noted above, Messrs. Kessler and Petrini were appointed to the Board pursuant to the Stockholder Agreement. Also, as noted above, Michael Buckley's position as Chief Executive Officer was terminated pursuant to the Separation Agreement on the Closing Date.