Centric Brands 8K Announces Inducement Equity Grants | CTRC 2 Nov 18

EXHIBIT 10.3

FIRST LIEN GUARANTY AGREEMENT

made among

DIFFERENTIAL BRANDS GROUP INC.,

certain of its Subsidiaries

and

ARES CAPITAL CORPORATION

as Administrative Agent

Dated as of October 29, 2018

TABLE OF CONTENTS

		Page
Section 1	defined terms	1

1.1	Definitions	1
1.2	Other Definitional Provisions	4

Section 2	GUARANTEE	4

2.1	Guarantee of Guaranteed Obligations	4
2.2	Limitation on Obligations Guaranteed	4
2.3	Nature of Guarantee; Continuing Guarantee; Waivers of Defenses Etc.	5
2.4	Rights of Reimbursement, Contribution and Subrogation	7
2.5	Payments	9
2.6	Subordination of Other Obligations	9
2.7	Financial Condition of Borrower and other Guarantors	9
2.8	Bankruptcy, Etc	9
2.9	Duration of Guarantee, Discharge of Guarantee Upon Sale of Guarantor	10
2.10	Reinstatement	10
2.11	Keepwell	10

Section 3	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GUARANTORS	11

3.1	Representations and Warranties	11
3.2	Covenants	11

Section 4	POWER OF ATTORNEY AND FURTHER ASSURANCES	11

4.1	First Lien Administrative Agent’s Appointment as Attorney-in-Fact, Etc.	11
4.2	Further Assurances	11

Section 5	MISCELLANEOUS	12

5.1	Amendments in Writing	12
5.2	Notices	12
5.3	No Waiver by Course of Conduct; Cumulative Remedies	12
5.4	Enforcement Expenses; Indemnification.	12
5.5	Successors and Assigns	12
5.6	Set-Off	13
5.7	Counterparts	13
5.8	Severability	13
5.9	Section Headings	13
5.10	Integration, Conflict	13
5.11	GOVERNING LAW	13
5.12	Submission to Jurisdiction; Waivers	14
5.13	Acknowledgments	14
5.14	Additional Guarantors	15
5.15	Releases	15
5.16	WAIVER OF JURY TRIAL	15

Annex I-Joinder Agreement		Annex-I

FIRST LIEN GUARANTY AGREEMENT

FIRST LIEN GUARANTY AGREEMENT dated as ofOctober 29, 2018, among each of the signatories hereto designated as a Guarantor on the signature pages hereto (together with any other entity that may become a party hereto as a Guarantor as provided herein, (each a “Guarantor” and collectively, the “Guarantors”)) and Ares Capital Corporation as Administrative Agent, (in such capacity and together with its permitted successors and assigns in such capacity, the “First Lien AdministrativeAgent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the First Lien Credit Agreement, dated as ofOctober 29, 2018 (as amended, restated, supplemented or otherwise modified or replaced from time to time, the “Credit Agreement”), among DIFFERENTIAL BRANDS GROUP INC., a Delaware corporation (the “Borrower”), the Lenders, the Revolving Agent, the First Lien Administrative Agent and the Collateral Agent, and (ii) the other Guaranteed Parties (as defined below).

WITNESSETH:

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, the Borrower is a member of an affiliated group of companies that includes each other Guarantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Guarantors in connection with the operation of their respective businesses;

WHEREAS, the Borrower and the other Guarantors are engaged in related businesses, and each Guarantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Guarantors shall have executed and delivered this Guaranty to the First Lien Administrative Agent for the benefit of the Guaranteed Parties.

NOW, THEREFORE, in consideration of the premises and to induce the First Lien Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders and Issuing Banks to make their respective extensions of credit to the Borrower thereunder and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor hereby agrees with the First Lien Administrative Agent, for the benefit of the Guaranteed Parties, as follows:

Section 1 defined terms

1.1 Definitions. (a) Unless otherwise defined herein, all terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

(b) The following terms shall have the following meanings:

“Agreement” shall mean this First Lien Guaranty Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Bankruptcy Case” means a case under the Bankruptcy Code or any other bankruptcy Law.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Proceeding” means:

(a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Guarantor;

(b) any other voluntary or involuntary insolvency, reorganization or Bankruptcy Case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Guarantor or with respect to a material portion of their respective assets;

(c) any liquidation, dissolution, reorganization or winding up of any Guarantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Guarantor.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Corresponding Obligations” shall have the meaning set forth in Section 4.3.

“Discharge of the Guaranteed Obligations” shall mean and shall have occurred upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been cash collateralized or as to which other arrangements satisfactory to the Collateral Agent and the Issuing Banks shall have been made).

“Excluded Swap Obligation” means, with respect to any Guarantor, (x) as it relates to all or a portion of the Guarantee of such Guarantor, any Swap Obligation if, and to the extent that, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor becomes effective with respect to such Swap Obligation or (y) as it relates to all or a portion of the grant by such Guarantor of a security interest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security interest in respect thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the security interest of such Guarantor becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Guaranteed Obligations” shall mean (i) the Obligations, (ii) each guarantee of the Obligations and (iii) whether or not constituting Obligations, the unpaid principal of and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower or any other Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other obligations and liabilities of the Borrower or any other Guarantor to any First Lien Administrative Agent, any Lender which arise under or in connection with any Loan Document; provided, however, that Guaranteed Obligations shall not include any Excluded Swap Obligations.

“Guaranteed Parties” shall mean the Secured Parties.

“Guaranty” shall mean this Guaranty as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Obligee Guarantor” shall have the meaning set forth in Section 2.6.

“Parallel Debt” shall have the meaning set forth in Section 4.3.

“Qualified ECP Guarantor” means, in respect of any Swap Obligations, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Restricted Obligations” shall have the meaning set forth in Section 2.12.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Voidable Transfer” shall have the meaning set forth in Section 2.10.

1.2 Other Definitional Provisions. (a) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and Section, Schedule, Exhibit and Annex references, are to this Guaranty unless otherwise specified. References to any Schedule, Exhibit or Annex shall mean such Schedule, Exhibit or Annex as amended, amended and restated or supplemented or otherwise modified from time to time in accordance with this Guaranty.

(b) The meanings given to terms definedhereinshall be equally applicable to both the singular and plural forms of such terms.

(c) The expressions “payment in full,” “paid in full” and any other similar terms or phrases when usedhereinshall mean payment in cash in immediately available funds.

(d) The usehereinof the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

Section 2 GUARANTEE

2.1 Guarantee of Guaranteed Obligations. Subject to Section 2.2, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the First Lien Administrative Agent, for the benefit of the Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each other Guarantor, including the Borrower, when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 2.1, without any limitation as to amount but at all times subject to Section 2.2, for all present and future Guaranteed Obligations, including specifically all future increases in the outstanding amount of the Loans or other Guaranteed Obligations and other future increases in the Guaranteed Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents, on the Closing Date. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Guaranteed Obligations that would be owed by any other obligor on the Guaranteed Obligations but for the fact that they are unenforceable or not allowable due to the existence of a Bankruptcy Proceeding involving such Loan Party.

2.2 Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the Guaranteed Obligations. To effectuate the foregoing, the First Lien Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in Section 2 hereof at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof. To the fullest extent permitted by applicable law, this Section 2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

(b) EachGuarantoragrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of suchGuarantorunder Section 2.2(a)without impairing the guarantee contained in this Section 2or affecting the rights and remedies of anyGuaranteed Party hereunder.

2.3 Nature of Guarantee; Continuing Guarantee; Waivers of Defenses Etc. (a) Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing guarantee of payment and performance and not merely of collectability. Each Guarantor waives diligence, presentment, protest, marshaling, demand for payment, notice of dishonor, notice of default and notice of nonpayment to or upon the Borrower or any of the other Guarantors with respect to the Guaranteed Obligations. Without limiting the generality of the foregoing, this Guaranty and the obligations of each Guarantor hereunder shall be valid and enforceable and shall extend to the ultimate balance of the Guaranteed Obligations, without any reduction, limitation, impairment, set-off, defense, counterclaim, discharge or termination for any reason (other than a Discharge of the Guaranteed Obligations). If any Guarantor is a natural person, it is expressly agreed that this guarantee shall survive the death of such guarantor and shall continue in effect.

(b) EachGuarantoragrees that theGuaranteed Obligationsof eachGuarantor hereunderare independent of theGuaranteed Obligationsof each otherGuarantorand of any other guarantee of theGuaranteed Obligationsand when making anydemand hereunderor otherwise pursuing its rights and remedieshereunderagainst anyGuarantor, anyGuaranteed Partymay, but shall be under no obligation to, make a similardemandon or otherwise pursue such rights and remedies as it may have against theBorrowerand any otherGuarantoror any other Person or against any collateral security or other guarantee for theGuaranteed Obligationsor any right of offset with respect thereto, and any failure by anyGuaranteed Partyto make any suchdemand, to pursue such other rights or remedies or to collect any payments from theBorrowerand any otherGuarantoror any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of theBorrowerand any otherGuarantoror any other Person or any such collateral security, guarantee or right of offset, shall not relieve anyGuarantorof any obligation or liabilityhereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of anyGuaranteed Partyagainst anyGuarantor. For the purposeshereof“demand” shall include the commencement and continuance of any legal proceedings.

(c) Except to the extent the Discharge of the Guaranteed Obligations has occurred no payment made by theBorrower, any of the otherGuarantors, any otherguarantoror any other Person or received or collected by anyGuaranteed Partyfrom theBorrowerand any of the otherGuarantors, any otherguarantoror any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of theGuaranteed Obligationsshall be deemed to modify, reduce, release or otherwise affect the liability of anyGuarantor hereunderwhich shall, notwithstanding any such payment remain liable for theGuaranteed Obligationsuntil theDischarge of the Guaranteed Obligations.

(d) Without limiting the generality of the foregoing, eachGuarantoragrees that until the Discharge of the Guaranteed Obligations, its obligations under and in respect of the guarantee contained in this Section 2and any security interest, if any, securing theGuaranteed Obligations, shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all, rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not suchGuarantorhas knowledge thereof):

(i) the validity or enforceability of theCredit Agreementor any otherLoan Document, any of theGuaranteed Obligationsor any guarantee or right of offset with respect thereto at any time or from time to time held by anyGuaranteed Party;

(ii) any renewal, extension or acceleration of, or any increase in the amount of theGuaranteed Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Loan Documents;

(iii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim ordemandor any right, power or remedy (whether arising under anyLoan Documents, at law, in equity or otherwise) with respect to theGuaranteed Obligationsor any agreement relating thereto, or with respect to any otherguarantyof or security for the payment of theGuaranteed Obligations;

(iv) any change, reorganization or termination of the corporate structure or existence of Borrower or any other Guarantor or any of their Subsidiaries and any corresponding restructuring of the Guaranteed Obligations;

(v) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitutions for, theGuaranteed Obligationsor any subordination of theGuaranteed Obligationsto any other obligations;

(vi) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or lien, the release of any or all collateral securing, or purporting to secure, theGuaranteed Obligationsor any other impairment of such collateral;

(vii) any exercise of remedies with respect to any security for theGuaranteed Obligations(including,without limitation, any collateral, including theCollateralsecuring or purporting to secure any of theGuaranteed Obligations) at such time and in such order and in such manner as theFirst Lien Administrative Agentand theGuaranteed Partiesmay decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that anyGuarantorwould otherwise have and without limiting the generality of the foregoing or any other provisionshereof, eachGuarantorhereby expressly waives any and all benefits which might otherwise be available to suchGuarantorunder applicable law; and

(viii) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of anyGuarantoras an obligor in respect of theGuaranteed Obligationsor which constitutes, or might be construed to constitute, an equitable or legal discharge of theBorroweror any otherGuarantorfor theGuaranteed Obligations, or of suchGuarantorunder the guarantee contained in this Section 2or of any security interest granted by anyGuarantor, whether in aBankruptcy Proceedingor in any other instance.

(e) In addition eachGuarantorfurther waives any and all other defenses, set- offs or counterclaims (other than a defense of payment or performance in full hereunder or the Discharge of the Guaranteed Obligations) which may at any time be available to or be asserted by it, theBorroweror any otherGuarantoror person against anyGuaranteed Party, including,without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury.

2.4 Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any Guarantor or its property:

(a) If such payment is made by aGuarantor(including theBorrower) or from its property in respect of theGuaranteed Obligationsof anotherGuarantor, suchGuarantorshall be entitled, subject to and upon (but not before) aDischarge of the Guaranteed Obligations, (A) todemandand enforce reimbursement for the full amount of such payment from such otherGuarantor, and (B) todemandand enforce contribution in respect of such payment from each otherGuarantorwhich has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) eachGuarantorpays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of eachGuarantoras to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among allGuarantors(other than theGuarantorwhose primary obligations were so guaranteed by the otherGuarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of suchGuarantorother than the guarantee under Section 2 hereofwill be deemed to be enforceable and payable after theguarantyunder Section 2 hereof.

(b) If and whenever any right of reimbursement or contribution becomes enforceable by anyGuarantor(including theBorrower) against any otherGuarantor(including theBorrower) whether under Section 2.4(a)or otherwise, suchGuarantorshall be entitled, subject to and upon (but not before) aDischarge of the Guaranteed Obligations, to be subrogated (equally and ratably with all otherGuarantorsentitled to reimbursement or contribution from any otherGuarantoras set forth in this Section 2.4)to any security interest that may then be held by theFirst Lien Administrative Agentupon any collateral securing or purporting to secure any of theGuaranteed Obligations. Any right of subrogation of anyGuarantor(including theBorrower) shall be enforceable solely after aDischarge of the Guaranteed Obligationsand solely against theGuarantors, and not against theGuaranteed Parties, and neither theFirst Lien Administrative Agentnor any otherGuaranteed Partyshall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of theGuaranteed Obligationsfor any purpose related to any such right of subrogation. If subrogation is demanded by anyGuarantor, then, uponDischarge of the Guaranteed Obligations, theFirst Lien Administrative Agentshall deliver to theGuarantorsmaking suchdemand, or to a representative of suchGuarantorsor of theGuarantorsgenerally,such instruments or documents necessary or desirable to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment.

(c) All rights and claims arising under this Section 2.4or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of anyGuarantor(including theBorrower) as to any payment on account of either (x) theGuaranteed Obligationsor (y) any other obligation that is secured by any collateral that also secures or purports to secure any of theGuaranteed Obligations, in each case made by it or received or collected from its property shall be fully subordinated to theGuaranteed Obligationsin all respects prior to theDischarge of the Guaranteed Obligations. UntilDischarge of the Guaranteed Obligations, noGuarantormaydemandor receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim provided however that except during the continuance of an Event of Default, each Guarantor may receive regularly scheduled payments of principal and interest on the Subordinated Obligations (as defined below) from any other Loan Party. If any such payment or distribution is made or becomes available to anyGuarantorin any Bankruptcy Case, receivership, or Bankruptcy Proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to theFirst Lien Administrative Agent, for application to the payment of theGuaranteed Obligations. If any such payment or distribution is received by anyGuarantor after the occurrence and during the continuance of an Event of Default, it shall be held by suchGuarantor in trust, as trustee of an express trust for the benefit of theGuaranteed Parties, and shall forthwith be transferred and delivered by suchGuarantorto theFirst Lien Administrative Agent, in the exact form received and, if necessary, duly endorsed.

(d) The obligations of theGuarantorsunder thisGuarantyand the other Loan Documents, including their liability for theGuaranteed Obligationsand the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 2.4or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by anyGuaranteed Partyagainst anyGuarantoror its property. TheGuaranteed Partiesmake no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

2.5 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the First Lien Administrative Agent without set-off or counterclaim (other than any amounts required to be withheld or deducted under applicable law) in Dollars in immediately available funds at the office of the First Lien Administrative Agent as specified in the Credit Agreement.

2.6 Subordination of Other Obligations. Any Indebtedness of the Borrower or any other Guarantor now or hereafter held by any other Guarantor (the “Obligee Guarantor”), whether as original creditor, assignee, or by way of subrogation, restitution or otherwise (the “Subordinated Obligations”), is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and while such Event of Default is continuing shall be held in trust for the First Lien Administrative Agent on behalf of the Guaranteed Parties and, following the request of the First Lien Administrative Agent, shall forthwith be paid over to the First Lien Administrative Agent for the benefit of the Guaranteed Parties to be credited and applied against the Guaranteed Obligations but without otherwise affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

2.7 Financial Condition of Borrower and other Guarantors. Any Credit Event may be made to the Borrower or continued from time to time, without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower or any other Guarantor at the time of any such grant or continuation. No Guaranteed Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of the Borrower or any other Guarantor. Each Guarantor has adequate means to obtain information from the Borrower and each other Guarantor on a continuing basis concerning the financial condition of the Borrower and each other Guarantor and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrower and each other Loan Party and each other Guarantor and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Guaranteed Party to disclose any matter, fact or thing relating to the business, operations or condition of the Borrower or any other Guarantor now known or hereafter known by any Guaranteed Party.

2.8 Bankruptcy, Etc. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or Bankruptcy Proceeding, voluntary or involuntary, involving the Borrower or any other Guarantor or by any defense which the Borrower or any Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. To the fullest extent permitted by law, the Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the First Lien Administrative Agent, or allow the claim of the First Lien Administrative Agent in respect of, any interest, fees, costs, expenses or other Guaranteed Obligations accruing or arising after the date on which such case or proceeding is commenced.

2.9 Duration of Guarantee, Discharge of Guarantee Upon Sale of Guarantor. (a) Except as provided in Section 2.9(b) below and Section 9.20 of the Credit Agreement, and subject to Section 2.10 below, the guarantee contained in this Section 2 shall remain in full force and effect until the Discharge of the Guaranteed Obligations.

(b) If(i)all of theEquity Interestsof anyGuarantoror any of its successors in interesthereundershall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions of the Loan Documents to a Person that is not anAffiliateof theBorroweror any otherGuarantoror(ii)aGuarantoris no longer a Subsidiary Loan Party, as applicable,in accordance with the Credit Agreement, then in the case of each of clauses(i)and(ii), theguarantyof suchGuarantoror such successor in interest, as the case may,hereundershall automatically be discharged and released without any further action by anyGuaranteed Partyor other Person effective as of the time of such sale, disposition or other transaction.

2.10 Reinstatement. If at any time payment of any of theGuaranteed Obligationsor any portion thereof is rescinded, disgorged or must otherwise be restored or returned by anyGuaranteed Partyupon the insolvency, bankruptcy, dissolution, liquidation or reorganization of theBorroweror anyGuarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, theBorroweror any otherGuarantoror any substantial part of its property, or otherwise, or if anyGuaranteed Partyrepays, restores, or returns, in whole or in part, any payment or property previously paid or transferred to theGuaranteed Partyin full or partial satisfaction of anyGuaranteed Obligation, because the payment or transfer or the incurrence of the obligation is so satisfied, is declared to be void, voidable, or otherwise recoverable under any state or federal law (collectively a “Voidable Transfer”), or because suchGuaranteed Partyelects to do so on the reasonable advice of its counsel in connection with an assertion that the payment, transfer, or incurrence is aVoidable Transfer, then, as to any suchVoidable Transfer, and as to all reasonable costs, expenses and attorney’s fees of theGuaranteed Partyrelated thereto, the liability of eachGuarantor hereunderwill automatically and immediately be revived, reinstated, and restored and will exist as though theVoidable Transferhad never been made.

2.11 Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.11, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.11 constitute, and this Section 2.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GUARANTORS.

3.1 Representations and Warranties. Each Guarantor represents and warrants to the Guaranteed Parties on the Closing Date and on the date of each Credit Event that the representations and warranties set forth in Section 3 of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which is incorporated herein by reference, are true and correct in all material respects, except for representations and warranties that are qualified as to “materiality”, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct (after giving effect to any such qualification therein) in all respects as of such date, in each case unless expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and the Guaranteed Parties shall be entitled to rely on each of such representations and warranties as if they were fully set forth herein, provided that each such reference in each such representation and warranty to any Borrower’s knowledge shall, for the purposes of this Section 3.1, be deemed to be a reference to such Guarantor’s knowledge.

3.2 Covenants. Each Guarantor covenants and agrees with the Guaranteed Parties that, from and after the date of this Guaranty until the Discharge of the Guaranteed Obligations, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.

Section 4 POWER OF ATTORNEY AND FURTHER ASSURANCES

4.1 First Lien Administrative Agent’s Appointment as Attorney-in-Fact, Etc. Each Guarantor hereby irrevocably constitutes and appoints the First Lien Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Guarantor and in the name of such Guarantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement.

4.2 Further Assurances. Each Guarantor agrees that from time to time, at the expense of such Guarantor, it shall use commercially reasonable efforts to promptly execute and deliver such further instruments and documents and take such further commercially reasonable actions that may be necessary, or that the First Lien Administrative Agent may reasonably request, in order to ensure that the Guaranteed Parties receive the intended benefits hereof or to enable the First Lien Administrative Agent to exercise and enforce its rights and remedies hereunder.

Section 5 MISCELLANEOUS

5.1 Amendments in Writing. None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each affected Guarantor and the First Lien Administrative Agent,provided that any provision of this Guaranty imposing obligations on any Guarantor may be waived by the First Lien Administrative Agent in a written instrument executed by such First Lien Administrative Agent in accordance with Section 9.09 of the Credit Agreement.

5.2 Notices. All notices, requests and demands to or upon the First Lien Administrative Agent or any Guarantor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement.

5.3 No Waiver by Course of Conduct; Cumulative Remedies. No Guaranteed Party shall by any act (except by a written instrument pursuant to Section 5.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Guaranteed Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Guaranteed Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Guaranteed Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

5.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to (i) pay or reimburse each Guaranteed Party for all its costs and expenses incurred under this Agreement and (ii) to indemnify the Guaranteed Parties, in each case solely to the extent such Guarantor is obligated to do so pursuant to Section 9.05 of the Credit Agreement or to the extent that the Borrower is obligated to do so pursuant to Section 9.05 of the Credit Agreement and the Borrower fails to do so.

5.5 Successors and Assigns. This Guaranty shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Guaranteed Parties and their successors and permitted assigns;provided that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Guaranty without the prior written consent of the First Lien Administrative Agent unless permitted by the Credit Agreement and any such assignment, transfer or delegation without such consent shall be null and void.

5.6 Set-Off. Each Guarantor hereby irrevocably authorizes each Guaranteed Party at any time and from time to time while an Event of Default shall have occurred and be continuing, without further notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such party to or for the credit or the account of such Guarantor, or any part thereof in such amounts as such Guaranteed Party may elect, against and on account of the obligations and liabilities of such Guarantor to such Guaranteed Party hereunder and claims of every nature and description of such Guaranteed Party against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as such Guaranteed Party may elect, whether or not any Guaranteed Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured, provided that, if such Guaranteed Party is a Lender, it complies with Section 9.06 of the Credit Agreement. Each Guaranteed Party exercising any right of set-off shall notify such Guarantor promptly of any such set-off and the application made by such Guaranteed Party of the proceeds thereof,provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Guaranteed Party under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Guaranteed Party may have.

5.7 Counterparts. This Guaranty may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract. Delivery of an executed counterpart to this Guaranty by facsimile or other electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof.

5.8 Severability. Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

5.9 Section Headings. The section headings and Table of Contents used in this Guaranty are for convenience of reference only, are not part of this Agreement and are not to affect the construction hereof or be taken in consideration in the interpretation hereof.

5.10 Integration, Conflict. This Guaranty represents the entire agreement of the Guarantors, the First Lien Administrative Agent and the other Guaranteed Parties with respect to the subject matter hereof, and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. There are no promises, undertakings, representations or warranties by the First Lien Administrative Agent or any other Guaranteed Party relative to the subject matter hereof not expressly set forth or referred to herein.

5.11 GOVERNING LAW.THIS GUARANTY AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS GUARANTY (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW.

5.12 Submission to Jurisdiction; Waivers. Each Guarantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to thisGuaranty(whether arising in contract, tort or otherwise) to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, and of the United States of America for the Southern District of New York sitting in the Borough of Manhattan, and appellate courts from any thereof;

(b) agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state court or,to the fullest extent permitted by applicable law, in such federal court;

(c) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and that nothing in thisGuarantyshall affect any right that anyGuaranteed Partymay otherwise have to bring any action or proceeding relating to thisGuarantyagainst theGuarantoror any of its assets in the courts of any jurisdiction;

(d) waivesto the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to thisGuarantyin any court referred to in paragraph (a) of this section (and irrevocably waivesto the fullest extent permitted by applicable lawthe defense of an inconvenient forum to the maintenance of such action or proceeding in any such court);

(e) consents to service of process in the manner provided in Section 9.17 of theCredit Agreement(and agrees that nothing in thisGuarantywill affect the right of any partyheretoto serve process in any other manner permitted by applicable law); and

(f) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or consequential damages.

5.13 Acknowledgments. Each Guarantor hereby acknowledges that:

(a) in connection with all aspects of each transaction contemplated hereby, it has consulted its own legal advisors to the extent it has deemed appropriate;

(b) noGuaranteed Partyhas any fiduciary relationship with or duty to anyGuarantorarising out of or in connection with thisGuarantyor any of the other Loan Documents, and the relationship between theGuarantors, on the one hand, and theGuaranteed Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the parties hereto.

5.14 Additional Guarantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 5.11 of the Credit Agreement shall become a Guarantor as required by the Credit Agreement for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Joinder Agreement in the form ofAnnex 1 hereto.

5.15 Releases. At such time as there has been a Discharge of the Guaranteed Obligations, this Agreement and all obligations (other than those expressly stated to survive such termination) of the First Lien Administrative Agent and each Guarantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party. At the request and sole expense of any Guarantor following any such termination, the First Lien Administrative Agent shall promptly execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such termination.

5.16 WAIVER OF JURY TRIAL.EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, FIRST LIEN ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

[This Space Intentionally Left Blank]

IN WITNESS WHEREOF, each of the undersigned has caused this First Lien Guaranty Agreement to be duly executed and delivered as of the date first above written.

	GUARANTORS:

	DIFFERENTIAL BRANDS GROUP INC.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	DBG HOLDINGS SUBSIDIARY INC.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	DBG SUBSIDIARY INC.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	HUDSON CLOTHING HOLDINGS, INC.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	HUDSON CLOTHING, LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

Signature Page to Guaranty Agreement

	DFBG SWIMS, LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	HC ACQUISITION HOLDINGS, INC.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	RG PARENT LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	ROBERT GRAHAM HOLDINGS, LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	ROBERT GRAHAM DESIGNS, LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	ROBERT GRAHAM RETAIL LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

Signature Page to Guaranty Agreement

	RGH GROUP LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	MARCO BRUNELLI IP, LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	CENTRIC BRANDS HOLDING LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	AMERICAN MARKETING ENTERPRISES INC.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	BRIEFLY STATED HOLDINGS INC.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	BRIEFLY STATED INC.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

Signature Page to Guaranty Agreement

	GBG JEWELRY INC.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	KHQ INVESTMENT LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	KHQ ATHLETICS LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	ROSETTI HANDBAGS AND ACCESSORIES, LTD.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	GBG ACCESSORIES GROUP LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	GBG SOCKS LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

Signature Page to Guaranty Agreement

	VZI INVESTMENT CORP.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	GBG-BCBG LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	GBG-BCBG RETAIL LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	GBG DENIM USA, LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	GBG BEAUTY LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	ADDED EXTRAS LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

Signature Page to Guaranty Agreement

	LOTTA LUV BEAUTY LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	GBG WEST LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	F&T APPAREL LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	GBG DENIM RETAIL LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	INNOVO WEST SALES, INC.

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

	CENTRIC BEBE LLC

	By:	/s/ Lori Nembirkow
	Name:	Lori Nembirkow
	Title:	Secretary

Signature Page to Guaranty Agreement

	ARES CAPITAL CORPORATION,
	as First Lien Administrative Agent

	By:	/s/ Mitchell Goldstein
	Name:	Mitchell Goldstein
	Title:	Authorized Signatory

Signature Page to Guaranty Agreement

Annex 1 to
First Lien Guaranty Agreement

JOINDER AGREEMENT, dated as of ____________, 20____, made by ______________________, a _______________ corporation (the “Additional Guarantor”), in favor of ARES CAPITAL CORPORATION as Administrative Agent (in such capacity, the “First Lien Administrative Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement referred to below, and (ii) the other Guaranteed Parties (as defined in the First Lien Guaranty Agreement (as hereinafter defined)). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

WITNESSETH:

WHEREAS, DIFFERENTIAL BRANDS GROUP INC. (the “Borrower”), the Lenders, and the First Lien Administrative Agent have entered into that certain First Lien Credit Agreement, dated as of October 29, 2018 (as amended, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Guarantor) have entered into the First Lien Guaranty Agreement, dated as of October 29, 2018 (as amended, supplemented replaced or otherwise modified from time to time, the “First Lien Guaranty Agreement”) in favor of the First Lien Administrative Agent for the benefit of the Guaranteed Parties;

WHEREAS, the Credit Agreement requires the Additional Guarantor to become a party to the First Lien Guaranty Agreement; and

WHEREAS, the Additional Guarantor has agreed to execute and deliver this Joinder Agreement in order to become a party to the First Lien Guaranty Agreement;

NOW, THEREFORE, IT IS AGREED:

1. �� First Lien Guaranty Agreement. By executing and delivering this Joinder Agreement, the Additional Guarantor, as provided in Section 5.14 of the First Lien Guaranty Agreement, hereby becomes a party to the First Lien Guaranty Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules [_____________¹] to the Guarantee Agreement. The Additional Guarantor hereby represents and warrants that each of the representations and warranties contained in Section 3 of the Credit Agreement as they relate to such Additional Guarantor or to the Loan Documents to which such Additional Guarantor is a party, each of which is incorporated herein by reference, is true and correct in all material respects on and as of the date hereof (after giving effect to this Joinder Agreement).

¹ Refer to each Schedule which needs to be supplemented where a secured guaranty is involved.

Annex 1-1

2. [Limitations of Guarantee. [●]]

3. GOVERNING LAW.THIS ASSUMPTION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

4. Successors and Assigns. This Joinder Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Additional Guarantor may not assign, transfer or delegate any of its rights or obligations under this Assumption Agreement without the prior written consent of the First Lien Administrative Agent, unless permitted by the Credit Agreement, and any such assignment, transfer or delegation without such consent shall be null and void.

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.

	[ADDITIONAL GUARANTOR]

	By:
		Name:
		Title:

Annex 1-2

Annex 1-A

Centric Brands (CTRC) 8-KCentric Brands Inc. Announces Inducement Equity Grants