AMENDMENT NO. 2 TO
CREDIT AND SECURITY AGREEMENT

THIS AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is entered into as of March 27, 2017 and effective as of December 31, 2016, by and among the lenders identified on the signature pages hereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", and collectively, "Lenders"), TCW ASSET MANAGEMENT COMPANY, as Agent for each of the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), DIFFERENTIAL BRANDS GROUP INC., a Delaware corporation ("Parent"), DBG SUBSIDIARY INC., a Delaware corporation ("DBG"), HUDSON CLOTHING, LLC, a California limited liability company ("Hudson"), RG PARENT LLC, a Delaware limited liability company (the "RG Parent"), ROBERT GRAHAM HOLDINGS, LLC, a New York limited liability company ("RG Holding"), ROBERT GRAHAM DESIGNS, LLC, a New York limited liability company ("RG Designs"), DFBG SWIMS, LLC, a Delaware limited liability company ("Swims"), ROBERT GRAHAM RETAIL LLC, a Delaware limited liability company ("RG Retail" and together with Parent, DBG, Hudson, RG Parent, RG Holding, RG Designs, and Swims, collectively, the "Borrowers", and each a  "Borrower"), and the Guarantors party hereto.

WHEREAS, Borrowers, Parent, Guarantors, Agent and Lenders are party to that certain Credit and Security Agreement, dated as of January 28, 2016 (as amended, supplemented or otherwise modified from time to time and in effect as of the date hereof, the "Credit Agreement");

WHEREAS, the parties hereto have agreed to make certain modifications to the Credit Agreement, as more fully set forth herein;

NOW THEREFORE,  in consideration of the premises and other good and valuable consideration, and subject to the satisfaction of the conditions precedent set forth in herein, Parent, Borrowers, Guarantors, the Lenders and Agent hereby agree as follows:

"Pro Forma EBITDA" means, with respect to any fiscal period, with respect to any target acquired in an Acquisition permitted hereunder, the consolidated net income (or loss) of such target for such period adjusted in a manner consistent with the adjustments to consolidated net income (or loss) of

Parent and its Subsidiaries set forth in the definition of EBITDA, in each case to the extent applicable, as calculated by Borrowers for such period in accordance with GAAP.

"Liquidity" means, as of any date of determination, the sum of (a) Availability (as defined in the ABL Credit Agreement as in effect as of the date hereof) and (b) cash and Cash Equivalents of the Loan Parties that would not appear as "restricted" on a consolidated balance sheet of the Loan Parties, in each case, as of such date.

"Liquidity Testing Period" means (a) the period commencing on the Second Amendment Date and ending on the first date after June 30, 2017 on which a Compliance Certificate and corresponding financial statements are delivered to Agent demonstrating that the Net Senior Leverage Ratio for the most recently ended period of four consecutive Fiscal Quarters of Parent and its Subsidiaries is less than 4.25 to 1.00 (the period defined in this clause (a), the "Initial Liquidity Testing Period") and (b) with respect to any date after the Initial Liquidity Testing Period, the period commencing on the date on which a Compliance Certificate and corresponding financial statements are delivered to Agent demonstrating that the Net Senior Leverage Ratio for the most recently ended period of four consecutive Fiscal Quarters of Parent and its Subsidiaries is equal to or greater than 4.25 to 1.00, and ending on the next date on which a Compliance Certificate and corresponding financial statements are delivered to Agent demonstrating that the Net Senior Leverage Ratio for the most recently ended period of four consecutive Fiscal Quarters of Parent and its Subsidiaries is less than 4.25 to 1.00.

"Second Amendment Date" means March 27, 2017.

"Applicable Margin" means (a) the applicable rate per annum corresponding to the applicable Net Senior Leverage Ratio, all as set forth in the following table:

and (b) with respect to any Incremental Term Loans, a percent per annum set forth in the applicable Incremental Facility Amendment.

The Applicable Margin shall be adjusted quarterly, to the extent applicable, as of the first Business Day following the date on which financial statements are required to be delivered pursuant to Section 6.1 (including with respect to the last Fiscal Quarter of each Fiscal Year) after the end of each related Fiscal Quarter based on the Net Senior Leverage Ratio as of the last day of such Fiscal Quarter; provided that, commencing on the Second Amendment Date and ending on the date on which financial statements are required to be delivered pursuant to Section 6.1 with respect to the Fiscal Quarter ending March 31, 2017, the Applicable Margin shall be the rates corresponding to the Net Senior Leverage Ratio of ≥ 4.00 to 1.00, but < 5.00 to 1.00 in the foregoing table.  Notwithstanding the foregoing, (a) if Borrowers fail to deliver the financial statements and the related Compliance Certificate required by Section 6.1, by the respective date required thereunder after the end of any related Fiscal Quarter, if requested in writing by Agent or Required Lenders, the Applicable Margin, to the extent applicable, shall be the rates corresponding to the Net Senior Leverage Ratio of ≥ 5.00 to 1.00 in the foregoing table until such financial statements and Compliance Certificate are delivered (plus, if requested by Agent or Required Lenders, the default rate of interest as described in Section 2.6(b)), and (b) no reduction to the Applicable Margin shall become effective at any time when an Event of Default has occurred and is continuing; provided, that any such reduction shall occur on the date all such Events of Default have been cured or waived in accordance with the terms of this Agreement.

If, as a result of any restatement of or other adjustment to the financial statements of the Loan Parties or for any other reason, Agent determines that (a) the Net Senior Leverage Ratio as calculated by Borrowers as of any applicable date was inaccurate and (b) a proper calculation of the Net Senior Leverage Ratio would have resulted in a different Applicable Margin for any period, then (i) if the proper calculation of the Net Senior Leverage Ratio would have resulted in a higher Applicable Margin for such period, Borrowers shall automatically and retroactively be obligated to pay to Agent, for the benefit of the applicable Lenders, promptly on demand by Agent (accompanied by back-up calculations relating thereto in accordance with this Agreement), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such

period; and (ii) if the proper calculation of the Net Senior Leverage Ratio would have resulted in a lower Applicable Margin for such period, neither Agent nor any Lender shall have any obligation to repay any interest  to Borrowers; provided, such excess shall be credited in a manner reasonably acceptable to Agent against interest and fees payable hereunder in the next succeeding period, and provided further, that, if as a result of any restatement or other event a proper calculation of the Net Senior Leverage Ratio would have resulted in a higher Applicable Margin for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then (x) the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest  that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods and (y) the amount credited to Borrowers pursuant to clause (ii) above shall be based upon the excess, if any, of the amount of interest  paid by Borrowers for all applicable periods over the amount of interest that should have been paid for all such periods.

"Available Increase Amount" means $0.

"EBITDA" means, with respect to any fiscal period, the consolidated net income (or loss) of Parent and its Subsidiaries, plus (a) without duplication and to the extent deducted in determining net income for such period, the sum of (i) Interest Expense for such period (including, without limitation, fees and expenses payable in respect of the Factoring Agreement and any other factoring arrangement subject to terms reasonably acceptable to Agent), (ii) any provision for taxes based on income or profits or capital (including federal, state and local taxes, franchise taxes, excise taxes and similar taxes, including any penalties or interest with respect thereto) for such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary charges for such period, (v) any other non-cash expenditure, charge or loss for such period (other than any non-cash expenditure, charge or loss (i) relating to write-offs, write-downs or reserves with respect to accounts and Inventory, other than certain one-time Inventory obsolescence charges in the amount of $139,250 for the three month period ending March 31, 2016, $139,250 for the three month period ending June 30, 2016, $794,250 for the three month period ending September 30, 2016, and $139,250 for the three month period ending December 31, 2016, or (ii) in respect of an item that was included in net income in a prior period), (vi) management fees paid in cash during such period to the extent permitted to be paid under the Loan Documents, (vii) expenses incurred during such period related to discontinued operations (which shall in any event include any expenses, charges and costs arising out of or related to the wind-down of retail stores of Parent or any of its Subsidiaries), (viii) noncash foreign exchange translation losses with respect to currency hedges and currency remeasurements of indebtedness, (ix) any fees, expenses, commissions, costs or other charges related to any issuance of Stock or any investment, acquisition,

disposition, recapitalization or the incurrence or repayment of Indebtedness (including with respect to indebtedness, a refinancing thereof), in each case whether or not consummated, and any amendment or modification to the terms of any such transactions, (x) without duplication of fees, expenses and charges incurred pursuant to clause (xi) below, reasonable and documented out of pocket fees, costs and expenses incurred in connection with the administration of the Loans after the Closing Date, (xi) fees, expenses or charges related to the execution, delivery and performance by the Loan Parties of this Agreement, other Loan Documents, Term Loan Documents, the Merger Agreement, the Stock Purchase Agreements, the Rollover Agreement and the Asset Purchase Agreements, the borrowing of Loans and Term Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder (collectively, the "Transaction") and incurred before, on or after (but not later than 90 days after) the Closing Date in aggregate amount not to exceed $7,000,000, (xii) fees, expenses or charges related to any litigation or other adverse proceeding arising directly out of the Transaction, (xiii) solely to be added  for any computation period ending (I) on or before December 31, 2016 in an amount not to exceed $5,600,000, and (II) after December 31, 2016 and on or before December 31, 2017 in an amount not to exceed $1,000,000, the amount of severance expenses and cost savings attributable to (A) wage expense (and associated benefits and taxes) and (B) product sourcing costs as a result of diversifying the vendor base) projected by the Borrowers in good faith to result from actions taken or expected to be taken in connection with the Transaction after the Closing Date (in each case calculated on a pro forma basis as though such cost savings had been realized on the first day of such period and as if such cost savings were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings are (1) reasonably supportable and quantifiable in the good faith judgment of the Borrowers, and (2) reasonably anticipated to be realized within 12 months after the Closing Date, (xiv) the amount of any restructuring charges and related charges, restructuring costs, integration costs, transition costs, consolidation and closing costs for stores and other facilities, project start-up costs, relocation costs, signing, retention and completion bonuses and other restructuring charges, accruals or reserves, (xv) severance expenses and pro forma adjustments, reflecting any synergies, operating expense reductions and other operating improvements expected to be taken in connection with any acquisition and reasonably anticipated to be realized within 12 months after the consummation of the acquisition (in each case calculated on a pro forma basis as though such cost savings had been realized on the first day of such period and as if such cost savings were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings are reasonably supportable and quantifiable in the good faith judgment of the Borrowers; provided that, for purposes of calculating EBITDA for any period, written consent of the Agent shall be required to the extent the sum of all add-backs pursuant clauses (iv), (ix), (xii),

(xiv) and this clause (xv) exceeds 10% of EBITDA (before giving effect to any increases pursuant to this clause (xv)), (xvi) non-cash income reduction adjustments derived from realigning Hudson Clothing Holdings, Inc.'s accounting policies to mirror accounting policies used by Parent, (xvii) expenses incurred in connection with store pre-opening and opening costs to the extent consistent with past practice, (xviii) fees, expenses or charges incurred during such period related to the Key Man Life Insurance Policy in an aggregate amount not to exceed $100,000 in any Fiscal Year, (xix) non-cash income reduction adjustments derived from purchase accounting, and (xx) to the extent an Acquisition permitted hereunder has been consummated during such period, Pro Forma EBITDA attributable to such Acquisition (but only that portion of Pro Forma EBITDA attributable to the portion of such period that occurred prior to the date of consummation of such Acquisition), minus (b) without duplication and to the extent included in net income, (i) any credit for taxes (including federal, state and local taxes, franchise taxes, excise taxes and similar taxes) based on net income tax, and (ii) any extraordinary gains and any non-cash items of income for such period on a consolidated basis in accordance with GAAP. Notwithstanding the foregoing, EBITDA for (i) the three-month period ended March 31, 2015 shall be deemed to be $6,306,000, (ii) the three-month period ended June 30, 2015 shall be deemed to be $3,882,000, (iii) the three-month period ended September 30, 2015 shall be deemed to be $3,143,000 and (iv) the three-month period ended December 31, 2015 shall be deemed to be $5,653,000.

(c)     Section 8 of the Credit Agreement is amended and restated in its entirety as follows:

8.FINANCIAL COVENANTS.

Each Borrower and Guarantor covenants and agrees that, until indefeasible payment in full of the Obligations (other than contingent indemnification obligations not yet accrued and payable), Borrowers shall not:

(a)Net Senior Leverage Ratio.  Permit the Net Senior Leverage Ratio for any period of 4 consecutive Fiscal Quarters of Parent and its Subsidiaries for which the last Fiscal Quarter ends on a date set forth below to be greater than the ratio set forth opposite such date:

(b)Net Senior Rent Adjusted Leverage Ratio.  Permit the Net Senior Rent Adjusted Leverage Ratio for any period of 4 consecutive Fiscal Quarters of Parent and its Subsidiaries for which the last Fiscal Quarter ends on a date set forth below to be greater than the ratio set forth opposite such date:

(c)Fixed Charge Coverage Ratio.  Permit the Fixed Charge Coverage Ratio for any period of 4 consecutive Fiscal Quarters of Parent and its Subsidiaries for which the last Fiscal Quarter ends on a date set forth below to be less than the ratio set forth opposite such date:

(d)Liquidity.During any Liquidity Testing Period, permit Liquidity to be less than $10,000,000 at any time.

3.   Reaffirmation and Confirmation.  Each of Parent, each Borrower and each Guarantor hereby (a) ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents represent the valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally, (b) agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations and (c) ratifies, affirms, acknowledges and agrees to the Liens and rights securing payment of the Obligations in all respects.

4.   Conditions to Effectiveness.  This Amendment shall become effective only upon the satisfaction in full of the following conditions precedent:

in connection with this Amendment, the Credit Agreement, or any of the other Loan Documents or any of the transactions hereunder or thereunder.  Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim released thereby, and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.  Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted shall affect in any manner the final, absolute and unconditional nature of the release set forth above.  Each of the Releasing Parties hereby absolutely, unconditionally and irrevocably, covenants and agrees with, and in favor of, each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim expressly released, remised and discharged by any Releasing Party pursuant to this Section 6(d).  If any Releasing Party violates the foregoing covenant, each Loan Party, for itself and its successors and assigns, and its present and former members, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable attorneys' fees and costs incurred by any Releasee as a result of such violation.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.