Exhibit 10.1

WAIVER, CONSENT, AND FIRST AMENDMENT TO CREDIT AGREEMENT

WAIVER, CONSENT, AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) dated as of June 30, 2017, by and among VINCE, LLC, a Delaware limited liability company (“ Vince ”) and Vince Intermediate Holding, LLC, a Delaware limited liability company (“ Vince Intermediate ”, and together with Vince, each a “ Borrower ” and collectively, the “ Borrowers ”), the Guarantors party thereto, BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “ Agent ”), and each lender party hereto (collectively, the “ Lenders ” and individually, each a “ Lender ”).

WHEREAS:

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties signatory hereto agree as follows:

1. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in the Credit Agreement.

2. AMENDMENTS TO CREDIT AGREEMENT .

(a) Original Issue Discount . The cover page of the Credit Agreement is hereby amended by adding the following new legend after the line that reads “Dated as of November 27, 2013”:

“BEGINNING NO LATER THAN 10 DAYS AFTER THE FIRST AMENDMENT EFFECTIVE DATE, IF APPLICABLE, A LENDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE TERM LOANS BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE ADDRESS SET FORTH IN SECTION 10.2.”

(b) Additional Definitions . Section 1.1 of the Credit Agreement is hereby amended to include, in addition and not in limitation, the following definitions in proper alphabetical order:

(i) ““ Accrued Amortization Amount” :  as defined in Section 2.3(b).”

(ii) ““ Amortization Payment Date ”:  as defined in Section 2.3(a).”

(iii) ““ Amortization Payment Deadline ”:  as defined in Section 2.3(b).”

(iv) ““ First Amendment ”: the First Amendment to Credit Agreement dated as of June 30, 2017 and effective as of the First Amendment Effective Date, by and among the Borrowers, the Guarantors, the Agent and the Lenders.”

(v) ““ First Amendment Effective Date ”:  as defined in the First Amendment.”

(vi) ““ Increased Amortization Payment ”:  as defined in Section 2.3(b).”

(vii) ““ Increased Amortization Payment Condition ”:  as defined in Section 2.3(b).”

(viii) ““ Increased Amortization Payment Event of Default ”:  as defined in Section 2.3(b).”

(ix) ““ Unpaid Amortization Indebtedness ”:  as defined in Section 2.3(c).”

(c) Amended Definitions . Section 1.1 of the Credit Agreement is hereby further amended as follows:

(i) The definition of “Applicable Margin”, “FATCA” and “Unrestricted Subsidiary” are hereby deleted in their entirety and the following are substituted in their stead:

“ Applicable Margin ”:  means, with respect to each Type of Term Loan consisting of (a) Eurodollar Loans, 7.00% and (b) ABR Loans, 6.00%.

“ FATCA ”:  Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version to the extent such version is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such sections of the Code, and any fiscal or regulatory legislation, rules, or practices adopted pursuant to such intergovernmental agreement.

“ Unrestricted Subsidiary ”: any Subsidiary of Vince designated as such and listed on Schedule 4.14 on the Closing Date, but only to the extent that such Subsidiary: (a) has no Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement, contract, arrangement or understanding with Holdings, a Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Holdings, such Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrowers; (c) is a Person with respect to which none of Holdings, a Borrower or a Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Capital Stock or warrants, options or other rights to acquire Capital Stock or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (d) has not guaranteed or otherwise provided credit support at the time of such designation for any Indebtedness of Holdings, a Borrower or any Restricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes hereof. Subject to the foregoing, the board of directors of Vince may at any time

designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (i) such designation shall only be permitted if no Default or Event of Default would be in existence following such designation and Holdings would be in compliance with Section 7.1 on the date of such designation after giving pro forma effect to such designation, and (ii) any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary; provided that Vince may subsequently redesignate any such Unrestricted Subsidiary as a Restricted Subsidiary.  For avoidance of doubt, following the First Amendment Effective Date, no Credit Party nor the board of directors of Vince shall be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary.

(d) The definition of “Available Excess Amount” is hereby deleted in its entirety.

(e) Section 2.3 .  Section 2.3 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in its stead:

“(a) Subject to clause (b) below, the Term Loan of each Term Lender shall be payable in equal consecutive quarterly installments, commencing on March 31, 2014, (x) prior to the First Amendment Effective Date, on the last Business Day of each March, June, September and December following the Closing Date (but for the avoidance of doubt, no such payment is due for the June, 2017 or September, 2017 quarters) and (y) from and after the First Amendment Effective Date, on the last Business Day of each fiscal quarter (i.e., July, October, January, and April) (each such date, an “ Amortization Payment Date ”) commencing with the fiscal quarter ending on or around January 31, 2018 (unless required to be paid earlier pursuant to clause (b) below), in an amount equal to one quarter of one percent (0.25%) of the Term Loans funded on the Closing Date, with the remaining balance thereof payable on the Term Maturity Date; provided , (i) prior to the First Amendment Effective Date, such payment shall be adjusted to reflect any prepayments thereof and (ii) on and after the First Amendment Effective Date, such payment shall be adjusted to reflect any prepayments thereof after the First Amendment Effective Date, but disregarding any adjustments thereto due to prepayments made on or prior to the First Amendment Effective Date.

(b) Notwithstanding clause (a) to the contrary and subject to the proviso below, (x) the aggregate amortization payment for the fiscal quarter of the Borrowers ending on or around January 31, 2018 shall equal $3,000,000 and shall be due and payable on the earlier of (1) the last Business Day of such fiscal quarter and (2) five (5) Business Days prior to any Loan Party making a payment under the Tax Receivable Agreement during the period from and including the First Amendment Effective Date through and including the last day of the Borrowers’ fiscal year 2017 and (y) the aggregate amortization payment due on each Amortization Payment Date occurring after January 31, 2018 shall equal $2,000,000  (each such payment, an “ Increased Amortization Payment ”), with the remaining balance of the Term Loan payable on the Term Maturity Date; provided , in each case of the foregoing clauses (x) and (y), (1) that on each such Amortization Payment Date or any other date on which an amortization payment is made, Availability (as defined in and under the ABL Facility as in effect on the date hereof) on a pro forma basis on such date after giving effect to such payment shall not be less than $15,000,000 (the “ Increased Amortization Payment Condition ”)

and (2) if the Borrowers do not satisfy the Increased Amortization Payment Condition on any Amortization Payment Date, the Borrowers shall not be required to make the full amount of an Increased Amortization Payment on such date, but shall instead be required to make an amortization payment in an amount equal to the greater of (A) the amount of such Increased Amortization Payment that may be paid while satisfying the Increased Amortization Payment Condition after giving pro forma effect thereto and (B) the amount of amortization payment set forth in clause (a)(y) above (which amount paid pursuant to clause (A) or clause (B) shall reduce such Increased Amortization Payment).  Notwithstanding the foregoing terms of this clause (b):

(i) If the Borrowers are not permitted to make the full amount of an Increased Amortization Payment on an Amortization Payment Date in accordance with the terms set forth in this clause (b), with respect to the difference between an Increased Amortization Payment and the amortization amount paid pursuant to clause (A) or clause (B) of the immediately preceding sentence (each such amount, an “ Accrued Amortization Amount ”), such Accrued Amortization Amount shall continue to accrue and shall be paid in order of maturity on any subsequent date (including the next subsequent Amortization Payment Date) on which the Increased Amortization Payment Condition is satisfied, but in any event no later than the Amortization Payment Date that is two fiscal quarters after the initial Amortization Payment Date with respect to such Accrued Amortization Amount (the “ Amortization Payment Deadline ”);

(ii) Subject to the Borrowers’ right to cure pursuant to clause (c) below, any Accrued Amortization Amount that is not paid when due in accordance with clause (b)(i) above shall constitute an immediate Event of Default hereunder as of the day after such payment due date (an “ Increased Amortization Payment Event of Default ”); and

(iii) With respect to an amortization payment made at such time when an Accrued Amortization Amount is then-outstanding, such payment shall first be applied to Accrued Amortization Amounts in direct order of maturity before being applied to the amortization payment then or next due.  

(c) at any time subsequent to the applicable Amortization Payment Date and prior to the date that is ten (10) Business Days after the occurrence of an Increased Amortization Payment Event of Default, the Borrowers may repay the Accrued Amortization Amount that is the cause of such Increased Amortization Payment Event of  Default with the proceeds of Indebtedness (such Indebtedness, “ Unpaid Amortization Indebtedness ”) so long as such Indebtedness satisfies the conditions set forth in Section 7.2(w).  At any time prior to and up to ten (10) Business Days following the occurrence of an Increased Amortization Payment Event of Default, Borrowers may elect to incur Unpaid Amortization Indebtedness by delivering written notice of their intent to do so to Administrative Agent.  Upon the delivery by the Borrowers of such written notice, no Event of Default or Default shall be deemed to exist pursuant to this Section 2.3 (and, subject to the next sentence, any such Default or Event of Default shall be retroactively considered not to have existed or occurred).  If the applicable Accrued Amortization Amount is not paid in full and the Increased Amortization Payment

Event of Default is not cured by repayment thereof with the proceeds of Unpaid Amortization Indebtedness within ten (10) Business Days after the earlier of (x) Administrative Agent’s receipt of such written notice specified above and (y) the occurrence of an Increased Amortization Payment Event of Default, such Event of Default shall be deemed reinstated.”

(f) Section 2.25 .  Section 2.25 of the Credit Agreement is hereby amended by deleting the text thereof and replacing it in its entirety with “[reserved]”.

(g) Section 6.1 .  Section 6.1 of the Credit Agreement is hereby amended by (i) deleting the “and” after clause (a) therein, (ii) deleting the period at the end of clause (b) therein and substituting therefor “; and”, and (iii) adding the following new clause:

“(c) as soon as available, but in any event not later than 30 days (or 45 days for each month that is also a fiscal quarter end and 60 days for the last fiscal month of each fiscal year) after the end of each fiscal month of each fiscal year of Holdings commencing with the fiscal month ending on or around June 30, 2017, the unaudited consolidated balance sheet of Holdings and its consolidated Restricted Subsidiaries as at the end of such fiscal month and the related unaudited consolidated statements of income and of cash flows for such fiscal month and the portion of the fiscal year through the end of such fiscal month, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous fiscal year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the lack of notes).”

(h) Section 6.2 .  Section 6.2 of the Credit Agreement shall be amended by (i) deleting the text of clause (b) thereof in its entirety and replacing it with clause “(b)” below, (ii) deleting the “and” after clause (e) therein, (iii) deleting the period at the end of clause (f) therein and substituting therefor “; and”, and (iv) adding the following new clauses:

“(b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer on behalf of Holdings stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) (x) a Compliance Certificate containing all information and calculations necessary to determine the Consolidated Net Total Leverage Ratio for the twelve month period ending on the date of such financial statements and, if applicable for such period, for determining compliance by Holdings, the Borrowers and its Subsidiaries with the provisions of Section 7.1 as of the last day of the fiscal quarter or fiscal year of Holdings, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a description of any new Subsidiary and of any change in the jurisdiction of organization of any other Loan Party and a listing of any new registrations, and applications for registration, of Intellectual Property acquired or made by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date);”

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“(g) commencing with the first full week ending after the  First Amendment Effective Date, a rolling thirteen week cash flow forecast of Holdings and its consolidated Restricted Subsidiaries, which such forecast shall be delivered within three (3) Business Days’ after the end of the immediately preceding week;

(h) promptly after delivery to the agent under the ABL Facility (the “ ABL Agent ”), but in any event no later than the date required to be delivered under the ABL Facility as in effect on the date hereof, a copy of the most recent borrowing base certificate delivered to the ABL Agent pursuant to the requirements of the ABL Facility; provided , that the foregoing obligation shall not obligate the Borrower to provide to Agent a borrowing base certificate that may be published on the “PUBLIC” side of the Platform; and

(i) on each Amortization Payment Date on which an Increased Amortization Payment is due, a certificate of a Responsible Officer on behalf of the Borrowers certifying the Availability (as defined in and under the ABL Facility as in effect on the date hereof) on or immediately prior to such date.”

(i) Section 7.2 . Section 7.2 of the Credit Agreement is hereby amended by (i) deleting the text in Sections 7.2(j), 7.2(m), 7.2(o) and 7.2(v) in their entirety and replacing them with “[reserved],” (ii) deleting clauses (h) and (i) thereof in their entirety and replacing them with clauses “(h)” and “(i)” below (iii) deleting the “and” at the end of clause (u) therein, (iii) deleting the period at the end of clause (v) therein and substituting therefor “; and”, and (iv) adding the following new clause “(w)”:

“(h) (i) Indebtedness of any Non-Guarantor Subsidiary to a Borrower or any Subsidiary Guarantor or (ii) Guarantee Obligations of a Borrower or any Subsidiary Guarantor of Indebtedness of any Non-Guarantor Subsidiaries, in an aggregate principal amount for all such Indebtedness and, without duplication, Guarantee Obligations, in each case pursuant to this clause (h), not to exceed (x) $1,000,000 in any one transaction or in any fiscal quarter of the Borrowers without the (A) written consent of the Required Lenders and (B) delivery to the Administrative Agent of such information, certificates and documents as the Required Lenders may reasonably request or (y) $5,000,000 at any one time outstanding; provided that, (1) Indebtedness under this Section 7.2(h) shall not be permitted to be incurred so long as any Accrued Amortization Amount is outstanding, unless such Indebtedness is incurred to finance the initial startup expenses and ongoing operational expenses of any such Non-Guarantor Subsidiary and (2) Indebtedness incurred under this Section 7.2(h) shall be evidenced by a promissory note in favor of the applicable Borrower or Subsidiary Guarantor, which promissory note shall be pledged and delivered to the Administrative Agent, together with any allonge or endorsement thereto as the Administrative Agent may reasonably require;”

“(i) additional Indebtedness of the Borrowers or any of their Restricted Subsidiaries in an aggregate principal amount (for the Borrowers and all Restricted Subsidiaries) not to exceed $10,000,000 at any one time outstanding; provided that (1) up to $5,000,000 of such indebtedness may be secured by Liens permitted by Section 7.3(u), (2) no such Indebtedness shall be incurred by a Non-Guarantor Subsidiary in favor of a Loan Party and (3) no such Indebtedness shall be incurred

on or after the First Amendment Effective Date so long as any Accrued Amortization Amount is outstanding;”

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“(w) Unpaid Amortization Indebtedness incurred pursuant to Section 2.3(c); provided , with respect to such Unpaid Amortization Indebtedness, (i) no Default or Event of Default shall exist immediately prior to or after giving effect to the incurrence of such Unpaid Amortization Indebtedness (other than an Increased Amortization Payment Event of Default that will be cured with the proceeds of such Unpaid Amortization Indebtedness), (ii) such Unpaid Amortization Indebtedness shall be incurred by the Borrowers and shall not be guaranteed by any Person other than a Guarantor, (iii) such Unpaid Amortization Indebtedness shall be unsecured unless otherwise approved by the Required Lenders and, if secured, shall not be secured by any asset of the Loan Parties that does not constitute Collateral, (iv) such Unpaid Amortization Indebtedness shall not require interest to be paid in cash prior to maturity, but may accrue interest which is paid in kind (but not in cash) at a rate up to 2.00% per annum greater than the then-applicable Applicable Margin for Eurodollar Loans set forth herein, (v) no scheduled principal payments, prepayments, redemptions or sinking fund or like payments of any such Unpaid Amortization Indebtedness shall be required prior to the date at least 180 days after the then Latest Maturity Date, (vi) the terms of any Unpaid Amortization Indebtedness shall be expressly subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent and the Required Lenders and shall, in any event, (a) define “senior indebtedness” or a similar phrase for purposes thereof to include all of the Obligations of the Loan Parties, (b) prohibit any voluntary prepayment of such Unpaid Amortization Indebtedness prior to the payment in full in cash of the Obligations and (c) have an indefinite standstill period on the exercise of remedies (whether or not of a type available to unsecured creditors) prior to the payment in full in cash of the Obligations, (vii) the terms of such Unpaid Amortization Indebtedness shall not be amended, restated, waived or otherwise modified in any manner adverse to the interests of the Term Lenders without the consent of the Required Lenders and (viii) if such Unpaid Amortization Indebtedness is incurred under any Loan Document, notwithstanding anything to the contrary in the definition of “Required Lenders” or in Section 10.1, the lenders providing such Indebtedness shall not be entitled to vote such Indebtedness in any “Required Lender” vote pursuant to the terms of this Agreement or any other Loan Document (it being understood that the holder of such Indebtedness shall have the right to consent to votes requiring the consent of “all Lenders” or “all Lenders directly and affected thereby” pursuant to Section 10.1 or otherwise), and for purposes of any such vote such Indebtedness shall be deemed to have been voted in proportion to the votes of the other Lenders;

(j) Section 7.3(k) . Section 7.3(k) of the Credit Agreement is hereby amended by deleting the text of such Section in its entirety and replacing it with “[reserved];”.

(k) Section 7.4(f) . Section 7.4(f) of the Credit Agreement is hereby amended by deleting the text of such Section in its entirety and replacing it with the following:

“(f) any Excluded Subsidiary may be dissolved or liquidated so long as all assets of such Excluded Subsidiary or net cash proceeds therefrom are transferred to a Loan Party (other than Holdings) in connection with such dissolution or liquidation; and”

(l) Section 7.5 .  (i) Section 7.5(e) and Section 7.5(j) of the Credit Agreement are hereby amended by deleting the text of each such Section in its entirety and replacing it with “[reserved];” and (ii) Section 7.5(k) of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“(k) the transfer of Property (i) by a Borrower or any Subsidiary Guarantor to a Borrower or any other Subsidiary Guarantor, (ii) by a Borrower or any Subsidiary Guarantor to a Non-Guarantor Subsidiary that is a Restricted Subsidiary to the extent such Property consists of (A) showroom leases, employees, showroom fixtures, signage, samples, or contracts relating to the foregoing, or intellectual property, in each case that is specific to the operations of such Non-Guaranty Subsidiary (and, with respect to any such transferred intellectual property, is not used by any Loan Party in the operation of its business) or (B) other Property (excluding cash and Cash Equivalents) with a fair market not to exceed $100,000 in the aggregate, or (iii) from a Non-Guarantor Subsidiary to (A) a Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary;”

(m) Section 7.6 .  Sections 7.6(c) and 7.6(g) of the Credit Agreement are hereby amended by deleting the text of each such Section in its entirety and replacing it with “[reserved];”.

(n) Section 7.7 .  (i) Sections 7.7(f), 7.7(h) 7.7(p), and 7.7(u) of the Credit Agreement are hereby amended by deleting the text of each such Section in its entirety and replacing it with “[reserved];” and (ii) Section 7.7(r) is hereby amended by deleting such section in its entirety and replacing it with the following:

“(r) Investments in the form of a loan or a guarantee by the Borrowers or any Subsidiary Guarantor in any Non-Guarantor Subsidiary in an aggregate amount (for the Borrowers and all Subsidiary Guarantors) not to exceed the amounts of Indebtedness permitted to be incurred under Section 7.2(h);”  

(o) Section 7.8(a)(i) .  Section 7.8(a)(i) of the Credit Agreement is hereby amended by deleting the text of such Section in its entirety and replacing it with “[reserved];”.

(p) Section 7.9 .  Section 7.9 of the Credit Agreement is hereby amended by deleting the parenthetical in the third and fourth lines thereof and replacing it with the following:

“(other than any Loan Party or, with respect to Section 7.5(k), any Non-Guarantor Subsidiary that is a Restricted Subsidiary)”

(q) Sections 7.17 and 7.18 .  New Sections 7.17 and 7.18 are hereby added to read as follows:  

“7.17 Payments under the Tax Receivable Agreement .  From the First Amendment Effective Date, no Loan Party shall, or shall permit or cause any Subsidiary to, make any payment due under the Tax Receivable Agreement pursuant to the terms thereof:  (a) without providing the Administrative Agent five

(5) Business Days’ prior written notice of such payment; (b) prior to the payment of the first Increased Amortization Payment or prior to the date such payment is due under the terms of the Tax Receivable Agreement as in effect on the date hereof; and (c) if immediately before and after such payment, any Accrued Amortization Amount is outstanding or any payment default shall exist as a result of Borrowers’ failure to make an amortization payment required pursuant to Section 2.3 hereof, or would result from the making of such payment under the Tax Receivable Agreement.”

“7.18 Non-Guarantor Subsidiaries .  No Non-Guarantor Subsidiary shall at any time hold more than $250,000 of cash and Cash Equivalents (excluding internally generated cash and Cash Equivalents) without the written consent of the Required Lenders.”

(r) Section 8(e) .  Section 8(e) of the Credit Agreement is hereby amended by deleting the reference to “sixty (60) days” in the “ provided further ” proviso at the end of such Section and replacing it with “ten (10) Business Days”.

(s) Section 10.1 .  Section 10.1 of the Credit Agreement shall be amended by (i) deleting clause (iv) of the first proviso therein and replacing it with a new clause (iv) set forth below, (ii) deleting “or” before clause (viii), and (iii) adding a new clause (ix) to the first proviso therein immediately to read as follows::

“(iv) amend, modify or waive (A) any provision of paragraph (a) or (c) of Section 2.18, (B) any provision of paragraph (a) of Section 10.7 or (C) other than with respect to Section 2.27 or Section 2.28, any other provision in this Agreement or any other Loan Document with respect to the application of any payment, prepayment or proceeds of Collateral or the sharing (whether pro rata, ratably or otherwise) of such payment, prepayment or proceeds of Collateral by the Lenders, in each case, without the written consent of each Lender directly and adversely affected thereby;”

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“(ix) cause (A) all or any portion of the Obligations to be subordinated to any Indebtedness or (B) the Liens on the Collateral securing the Obligations to be subordinated to a Lien on any portion of such Collateral securing other Indebtedness (other than any such Lien subordination that exists as of the First Amendment Effective Date, to the extent permitted by this Agreement immediately prior to the First Amendment Effective Date), in each case without the consent of each Lender directly and adversely affected thereby;”

3. Waivers and consents under the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 5 hereof, the Lenders hereby agree to:

(a) Waive the requirement set forth in Section 7.1 of the Credit Agreement for each fiscal quarter end commencing with the fiscal quarter ending on or around July 31, 2017 through and including the fiscal quarter ending on or around April 30, 2019 that the Consolidated Total Net Leverage Ratio of Holdings be less than or equal to 3.25:1.00 as of the end of each such fiscal quarter.

4. Representations and Warranties. Each of the Guarantors and the Borrowers represents and warrants to the Agent and the Lenders that:

(a) the representations and warranties set forth in the Credit Agreement and in each of the other Loan Documents are true and correct in all material respects on the First Amendment Effective Date, as if made on and as of the First Amendment Effective Date and as if each reference therein to “this Agreement” or the “Credit Agreement” or the like includes reference to this Amendment and the Credit Agreement as amended hereby (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date); provided , that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; and

(b) after giving effect to this Amendment, no Default or Event of Default exists as of the First Amendment Effective Date.

5. CONDITIONS PRECEDENT. The amendments set forth in this Amendment shall not be effective until each of the following conditions precedent are satisfied in a manner reasonably satisfactory to the Agent (the date on which such conditions precedent are so satisfied, the “ First Amendment Effective Date ”):

(a) receipt by the Agent of a copy of this Amendment, duly authorized and executed by Guarantors, the Borrowers, and the Required Lenders;

(b) receipt by the Agent for the account of each Lender who has submitted an executed counterpart signature page to this Amendment by 5:00 p.m. New York City time on June 30, 2017 (each such Lender, a “ Consenting Lender ”), a consent fee (the “ First Amendment Consent Fee ”) equal to 0.50% multiplied by the aggregate principal amount of the Term Loans held by all Consenting Lenders immediately prior to the First Amendment Effective Date, such First Amendment Consent Fee to be paid to each Consenting Lender on a pro rata basis based on the principal amount of Term Loans held by such Consenting Lender immediately prior to the Frist Amendment Effective Date;

(c) (x) the Agent shall have received evidence, which shall be in form and substance reasonably acceptable to it, evidencing that the Borrowers have received at least $30,000,000 of cash proceeds in connection with Holdings’ rights offering of its common stock to its stockholders (“ Rights Offering Proceeds ”) and (y) receipt by the Agent of a prepayment of Term Loans in a principal amount equal to $9,000,000 with net cash proceeds from such Rights Offering Proceeds, which prepayment shall be applied to the final bullet payment of such Term Loans;

(d) receipt by the Agent of payment of all fees and expenses required to be paid hereunder or pursuant to the Credit Agreement, and, to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date, reimbursement or payment of (i) all reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of Cravath, Swaine & Moore LLP, counsel to the Agent) required to be reimbursed or paid by the Loan Parties pursuant to the terms of Section 10.5 of the Credit Agreement and (ii) all reasonable fees and expenses of King & Spalding LLP, counsel to certain Lenders, not to exceed $75,000;

(e) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing, nor shall any Default or Event of Default result from the consummation of the transactions contemplated herein; and

(f) receipt by the Agent and Lenders of a rolling thirteen week cash flow forecast of Holdings and its consolidated Restricted Subsidiaries as of the last day of the most recent week ending at least three (3) Business Days prior to the First Amendment Effective Date.

6. EFFECT ON LOAN DOCUMENTS.   As amended hereby, the Credit Agreement and the other Loan Documents shall be and remain in full force and effect in accordance with their terms and hereby are ratified and confirmed by each of the Guarantors and the Borrowers in all respects. The execution, delivery, and performance of this Amendment shall not operate as a waiver of any right, power, or remedy of the Agent or the Lenders under the Credit Agreement or the other Loan Documents. Each of the Guarantors and the Borrowers hereby acknowledges and agrees that, after giving effect to this Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party, as such obligations and liabilities have been amended by this Amendment, are reaffirmed and remain in full force and effect. After giving effect to this Amendment, each of the Guarantors and the Borrowers reaffirms each Lien granted by it to the Agent for the benefit of the Lenders under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement, and shall continue to secure the Obligations (after giving effect to this Amendment), in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the other Loan Documents.  This Amendment shall constitute a Loan Document.

7. NO NOVATION; ENTIRE AGREEMENT. This Amendment is not a novation or discharge of the terms and provisions of the obligations of the Borrowers and Guarantors under the Credit Agreement and the other Loan Documents. There are no other understandings, express or implied, among the Guarantors, the Borrowers, the Agent and the Lenders regarding the subject matter hereof or thereof.

8. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9. COUNTERPARTS; ELECTRONIC EXECUTION. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile or other electronic transmission also shall deliver a manually executed counterpart of this Amendment but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

10. CONSTRUCTION. Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof’ or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof’ or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.

11. MISCELLANEOUS. The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.

12. TAX MATTERS. For purposes of determining withholding Taxes imposed under the Foreign Account Tax Compliance Act (FATCA), from and after the First Amendment Effective Date, the Borrower and the Agent shall treat (and the Lenders hereby authorize the Agent to treat) the Term Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

[Remainder of page intentionally left blank; signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

VINCE, LLC , as a Borrower

By:     /s/ Brendan Hoffman

Name: Brendan Hoffman

Title: President & Chief Executive Officer

VINCE INTERMEDIATE HOLDING, LLC,
as a Borrower

By:     /s/ Brendan Hoffman

Name: Brendan Hoffman

Title: President & Chief Executive Officer

VINCE HOLDING CORP.,
as a Guarantor

By:     /s/ Brendan Hoffman

Name: Brendan Hoffman

Title: President & Chief Executive Officer

[Signature Page to First Amendment to Term Loan Credit Agreement]

BANK OF AMERICA, N.A.,
as Agent

By:     /s/ Christine Trotter

Name: Christine Trotter

Title: Assistant Vice President

[Signature Page to First Amendment to Term Loan Credit Agreement]

[Signature pages of Lenders omitted and on file with the registrant]

[Signature Page to First Amendment to Term Loan Credit Agreement]

Exhibit 10.2

June 30, 2017

Vince, LLC

500 Fifth Avenue, 20 ^th Floor

New York, NY 10110

Attention:  David Stefko, Executive Vice President, Chief Financial Officer       

Ladies and Gentlemen:

Reference is made to (i) that certain Credit Agreement, dated as of November 27, 2013 (as in effect as of the date hereof, and as may from time to time be further amended, restated, supplemented or modified, the “ Credit Agreement ”), among VINCE, LLC, a Delaware limited liability company (“ Vince ”) and Vince Intermediate Holding, LLC, a Delaware limited liability company (together with Vince, each and collectively, “ Borrower ”), the Guarantors party thereto, BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, “ Agent ”) under the Loan Documents, and each lender party thereto (collectively, “ Lenders ” and individually, each a “ Lender ”) and (ii) that certain First Amendment to Credit Agreement, dated as of June 30, 2017 (the “ First Amendment ”) among Borrower, the Guarantors party thereto, the Agent, the Lenders constituting Required Lenders, and the other Lenders party thereto.  All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.

By their signatures below, Borrower, Guarantor, Agent, and Lenders constituting Required Lenders hereby agree as follows:

Agent and Lenders hereby waive the Loan Parties’ obligation to comply with the financial covenant set forth in Section 7.1 of the Credit Agreement for the fiscal quarter ending on or around July 31, 2017 (this “ Waiver ”); provided , (a) no Default or Event of Default (other than the Default and Event of Default waived pursuant to this Waiver) shall occur and be continuing, (b) the Loan Parties shall not take any action prohibited under the Loan Documents during the existence of a Default or Event of Default, (c) the First Amendment shall have been executed by Borrower, the Guarantors party thereto, the Agent, the Lenders constituting Required Lenders, and the other Lenders party thereto, and delivered to the Agent subject to automatic effectiveness upon satisfaction of the conditions set forth in Sections 5(b)-(f) of the First Amendment (the “ Outstanding First Amendment Conditions ”), (d) the Outstanding First Amendment Conditions shall be satisfied and the First Amendment shall become effective on or prior to August 15, 2017 (the “ Amendment Deadline ”), provided, such Amendment Deadline shall automatically be extended to September 29, 2017, in the event the registration statement with respect to the rights offering referenced in Section 5(c) of the First Amendment is reviewed by the SEC, (e) Borrower shall not have rescinded or terminated, and shall diligently pursue the completion of, the rights offering referenced in Section 5(c) of the First Amendment and (f) no payment shall be made under the Tax Receivable Agreement prior to the payment of the first Increased Amortization Payment (as defined in the First Amendment) or prior to the date such payment is due under the terms of the Tax Receivable Agreement as in effect on the date hereof (each of the conditions set forth in

clauses (a)-(f), a “ Waiver Condition ”).  The failure of any Waiver Condition to be satisfied shall constitute an Event of Default.  

The foregoing Waiver shall not become effective unless and until the Agent shall have received duly executed signature pages to this letter from the Loan Parties, the Required Lenders, and the Agent.

This letter agreement shall constitute a Loan Document for all purposes. Except as expressly amended hereby, the Credit Agreement and the other Loan Documents shall be and remain in full force and effect in accordance with their terms and hereby are ratified and confirmed by each of the Guarantors and the Borrower in all respects.

This letter agreement may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto. THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  This letter agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.  Delivery of an executed counterpart of a signature page of this letter agreement by facsimile or other electronic transmission (via PDF or other format) shall be effective as delivery of a manually executed counterpart of this letter agreement.    

If the foregoing correctly sets forth our understanding, please indicate your acceptance of the terms hereof by returning to us an executed counterpart hereof, whereupon this letter agreement shall become a binding agreement between us.

[remainder of page intentionally left blank]

Very truly yours,

BANK OF AMERICA, N.A., as Agent

By: /s/ Christine Trotter

Name: Christine Trotter

Title: Assistant Vice President

[Signature Page to Term Loan Side Letter]

ACKNOWLEDGED AND AGREED:

VINCE, LLC , as a Borrower

By: /s/ Brendan Hoffman

Name: Brendan Hoffman

Title:  President & Chief Executive Officer

VINCE INTERMEDIATE HOLDING, LLC, as a Borrower

By: /s/ Brendan Hoffman

Name: Brendan Hoffman

Title:  President & Chief Executive Officer

VINCE HOLDING CORP., as a Guarantor

By:   /s/ Brendan Hoffman                    

Name: Brendan Hoffman

Title: President & Chief Executive Officer

[Signature pages of Lenders omitted and on file with the registrant]

Signature Page to Term Loan Side Letter

Exhibit 10.3

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is entered into as of June 22, 2017, by and among VINCE, LLC, a Delaware limited liability company (the “ Borrower ”), the Guarantors party thereto, BANK OF AMERICA, N.A., as administrative agent and as collateral agent (in such capacities, including any successor thereto, the “ Agent ”) under the Loan Documents, and each lender party hereto (collectively, the “ Lenders ” and individually, each a “ Lender ”).

WHEREAS:

A. The Borrower, the Guarantors, the Agent, and the Lenders are parties to that certain Credit Agreement dated as of November 27, 2013 (as amended by that certain First  Amendment to Credit Agreement dated as of June 3, 2015, and as further amended hereby, and as may be further amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Credit Agreement ”), pursuant to which the Lenders agreed, subject to the terms and conditions thereof, to extend credit and make certain other financial accommodations available to the Borrower; and

B. The Borrower and the Guarantors have requested that the Agent and the Lenders effect certain amendments to the Credit Agreement in order to, among other things, increase Availability by agreeing to lend against certain letters of credit issued for the benefit of the Agent as credit support for the Obligations as more specifically set forth herein, and the Agent and the Lenders agree to effect such amendments to the Credit Agreement on the terms and conditions  set forth herein,

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties signatory hereto agree as follows:

1. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in the Credit Agreement.

2. AMENDMENTS TO CREDIT AGREEMENT .

(a) Additional Definitions . Section 1.01 of the Credit Agreement is hereby amended to include, in addition and not in limitation, the following definitions in proper alphabetical order:

(i) “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

(ii) “ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

(iii) “ Designated Jurisdiction ” means any country or territory to the extent that such country or territory is the target of any comprehensive Sanction.

(iv) “EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

(v) “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

(vi) “ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

(vii) “ Eligible L/C ” shall have the meaning specified in the L/C Letter Agreement.

(viii) “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

(ix) “ L/C Letter Agreement ” means that certain Letter Agreement dated as of the Second Amendment Effective Date entered into by and among Vince, LLC as the account party, the Agent, and the Loan Parties, as may be amended, modified, or supplemented from time to time.

(x) “ L/C Reserve ” means a Reserve as may be established from time to time by the Agent in its Permitted Discretion to the extent that the outstanding Credit Extensions exceed one hundred percent (100%) of (a) the face amount of Eligible Trade Receivables of the Loan Parties plus (b) the face amount of Eligible Credit Card Receivables of the Loan Parties plus (c) the Appraised Value of Eligible Inventory of the Loan Parties multiplied by the Cost of such Eligible Inventory, net of Inventory Reserves.

(xi) “ Sanction(s) ” means any economic sanctions administered or enforced by any Governmental Authority of the United States, Canada or the European Union (including, without limitation, OFAC, the United States Department of State, Foreign Affairs and International Trade Canada or the Department of Public Safety Canada or Her Majesty’s Treasury (“ HMT ”)).

(xii) ““ Second Amendment ” means the Second Amendment to Credit Agreement dated and effective as of the Second Amendment Effective Date, by and among the Borrower, the Guarantors, the Agent and the Lenders.”

(xiii) ““ Second Amendment Effective Date ” means June 21, 2017.”

(xiv) “ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(b) Amended Definitions . Section 1.01 of the Credit Agreement is hereby further amended as follows:

(i) The definition of “Applicable Margin” is hereby amended by deleting the pricing grid and inserting the following grid in its stead:

(ii) The definition of “Availability Reserves” is hereby amended by deleting “and” before clause (xvi) and inserting a new clause (xvii) after clause (xvi) and before the proviso as follows:

“and (xvii) the L/C Reserve;”

(iii) The definition of “Borrowing Base” is hereby deleted in its entirety and the following is substituted in its stead:

“ Borrowing Base ” means, at any time of calculation, an amount equal to (but not less than zero):

(a) the face amount of Eligible Trade Receivables of the Loan Parties multiplied by 85%;

plus

(b) the face amount of Eligible Credit Card Receivables of the Loan Parties multiplied by 90%;

plus

(c) 90% multiplied by the Appraised Value of Eligible Inventory of the Loan Parties multiplied by the Cost of such Eligible Inventory, net of Inventory Reserves;

Plus

(d) from the Second Amendment Effective Date and continuing for so long as such Eligible L/C is in effect, 100% of the amount for which the Eligible L/C must be honored after giving effect to any draws against same;

Plus

(e) 100% of Eligible Cash On Hand, in an aggregate amount of up to $5,000,000; provided , that Eligible Cash On Hand included in the Borrowing Base may not be withdrawn from the Qualified Account, thereby reducing the Borrowing Base, unless and until the Borrower furnishes the Agent with (x) notice of such intended withdrawal, (y) a Borrowing Base Certificate as of the date of such proposed withdrawal reflecting that, after giving effect to such withdrawal, no Overadvance exists or would result from such withdrawal and (z) a certificate of a Responsible Officer on behalf of the Parent certifying that no Default or Event of Default shall have occurred and be continuing at the time of such withdrawal or would result therefrom;

minus

(e) the then amount of all Availability Reserves relating to the Loan Parties. ”

(iv) The definition of “Capital Expenditures” is hereby amended by deleting “other than Specified Equity Contributions and” where it appears therein.

(v) The last sentence in the definition of “Consolidated EBITDA” is hereby deleted in its entirety.

(vi) The definition of “Covenant Compliance Event” is hereby deleted in its entirety and the following is substituted in its stead:

“ Covenant Compliance Event ” means that Excess Availability at any time is less than the greater of (a) twelve and one half (12.5%) percent of the Adjusted Loan Cap and (b) $5,000,000.  For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing until Excess Availability has exceeded the amounts set forth above for thirty (30) consecutive days, in which case a Covenant Compliance Event shall

no longer be deemed to be continuing for purposes of this Agreement.  The termination of a Covenant Compliance Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth in this definition again arise .

(vii) The definition of “Defaulting Lender” is hereby amended by inserting the following clause (d)(iv) thereto:

“(d)(iv) become the subject of a Bail-In Action;”

(viii) The definition of “Eligible Cash on Hand” is hereby deleted in its entirety and the following is substituted in its stead:

“ Eligible Cash on Hand ” means cash or Cash Equivalents owned by Parent, which are (a) available for use by Parent, without condition or restriction, (b) free and clear of any pledge or other Lien (other than Liens permitted pursuant to clauses (h), (v), (x), (z) and (ee) of Section 7.01 of the Credit Agreement), (c) subject to the first priority perfected security interest of Agent (subject to Liens permitted pursuant to clauses (v), (x) and (z) of Section 7.01 of the Credit Agreement), (d) in a Qualified Account, (e) for which Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, of the amount of such cash or Cash Equivalents held in such Qualified Account as of the applicable date of the calculation of Availability by Agent.

(ix) The definition of “Eligible Trade Receivables” is hereby amended by deleting clause (d) thereof in its entirety and inserting the following in its stead:

“(d) Except as set forth in the proviso hereto, a ll Accounts owed by an account debtor and/or its Affiliates together exceed fifteen percent (15%) (or any other percentage now or hereafter established by the Agent for any particular account debtor) of the amount of all Accounts at any one time (the “ Concentration Limit ”) (but the portion of the Accounts not in excess of the applicable percentage may be deemed Eligible Trade Receivables, in the Agent’s Permitted Discretion), provided that the Concentration Limit for Accounts due from (x) Nordstrom shall equal (A) sixty percent (60%) from the Second Amendment Effective Date through and including July 31, 2017 and (B) forty percent (40%) at all times thereafter, (y) Saks Fifth Avenue shall equal thirty percent (30%) and (z) Neiman Marcus shall equal twenty percent (30%);”

(x) The definition of “Embargoed Person” is hereby amended by inserting “comprehensive” directly before “sanctions program.”

(xi) The definition of “Equity Issuance” is hereby amended by deleting “, other than any Specified Equity Contribution” at the end thereof.

(xii) The definition of “LIBOR Rate” is hereby deleted in its entirety and the following is substituted in its stead :

“(a) for any Interest Period with respect to a LIBOR Rate Loan, the rate per annum equal to (i) to the London Interbank Offered Rate (“ LIBOR ”) or a comparable or successor rate, which rate is approved by the Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) at or about 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; or, (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two (2) Business Days prior to such date for Dollar deposits with a term of one month commencing that day; or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.

(c) if the LIBOR Rate shall be less than zero, such rate shall be deemed zero for the purposes of this Agreement.”

(xiii) The definition of “Maturity Date” is hereby deleted in its entirety and the following is substituted in its stead:

“ Maturity Date ” means the earlier of (a) the later of (i) June 3, 2020 and (ii) with respect to any Lender which participates in any Extension Series pursuant to Section 2.17 , such extended maturity date relating to such Extension Series as determined pursuant to such Section 2.17 (such later date, the “ Revolving Maturity Date ”) and (b) in the event that there are outstanding obligations under the Term Facility on the date 120 days prior to the then scheduled maturity date under such Term Facility (solely in the case that the then scheduled maturity date is earlier than the Revolving

Maturity Date), the “Maturity Date” shall be the date that is 120 days prior to the then scheduled maturity date of the obligations under such Term Facility.

(xiv) The definition of “Monthly Reporting Event” is hereby deleted in its entirety.

(xv) The definition of “Qualified Account” is hereby deleted in its entirety and the following is substituted in its stead:

“ Qualified Account ” means any investment or deposit account maintained by Parent with the Agent or an Affiliate of the Agent specifically and solely used for purposes of holding such Eligible Cash On Hand and which account is subject to a Blocked Account Agreement.

(xvi) The definition of “Specified Equity Contribution” is hereby deleted in its entirety.

(xvii) The definition of “Trigger Amount” is hereby deleted in its entirety and the following is substituted in its stead:

“ Trigger Amount ” means, (a) from the Second Amendment Effective Date through and including August 15, 2017, the greater of (x) twelve and one half percent (12.5%) of the Adjusted Loan Cap in effect on such date and (y) $5,000,000 and (b) at all times after August 15, 2017, the greater of (x) fifteen percent (15%) of the Adjusted Loan Cap in effect on such date and (y) $6,000,000.

(c) New Section 5.26 . The following new provision is hereby added to the Credit Agreement as Section 5.25.

“Section 5.26 EEA Financial Institution .  No Loan Party is an EEA Financial Institution.”

(d) Amendment to Section 6.01(c) .  Section 6.01(c) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in its stead:

“(c)as soon as available, but in any event not later than 30 days (or in the case of a Fiscal Month that is also a Fiscal Quarter end, 45 days, and in the case of the last Fiscal Month of each Fiscal Year, 60 days) after the end of each Fiscal Month of each Fiscal Year of the Parent, the unaudited consolidated balance sheet of the Parent, Holdings, the Borrower and its Restricted Subsidiaries as at the end of such Fiscal Month and the related unaudited consolidated statements of income and of cash flows for such Fiscal Month and the portion of the Fiscal Year through the end of such Fiscal Month, setting forth in each case in comparative form (i) the figures as of the end of and for the corresponding period in the previous Fiscal Year, and (ii) the figures for such period set forth in the projections delivered pursuant to Section 6.02(d) hereof, in each case, certified by a Responsible Officer

as being fairly stated in all material respects (subject to normal year-end audit adjustments and the lack of notes); and”

(e) Amendment to Section 6.02 .  Section 6.02 of the Credit Agreement shall be amended by (i) deleting the “and” after clause (h) therein, (ii) deleting the period at the end of clause (i) therein and substituting therefor “; and”, and (iii) adding the following new clause:

“(j) commencing with the week ending on August 4, 2017, a rolling thirteen week cash flow forecast, which such forecast shall be delivered within three (3) Business Days’ after the end of the immediately preceding week.”

(f) Amendment to Section 6.10(b) .  Section 6.10(b) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in its stead:

“(b) Upon the request of the Agent after reasonable prior written notice, permit the Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agent to conduct commercial finance examinations and inventory appraisals, including, without limitation, of (i) the Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves.  Subject to the immediately succeeding sentence, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Agent and such professionals with respect to such examinations and inventory appraisals.  The Agent may conduct (A) two (2) commercial finance examinations and two (2) inventory appraisals in any twelve month period at the Borrower’s expense, provided that , in the event that Excess Availability is less than 25% of the Adjusted Loan Cap for longer than three (3) consecutive Business Days, the Agent may undertake three (3) commercial finance examinations and three (3) inventory appraisals in any twelve month period at the Borrower’s expense, and (B) additional commercial finance examinations and inventory appraisals as the Agent may require in its reasonable discretion if a Specified Event of Default has occurred and is continuing, at the expense of the Borrower.”

(g) Amendment to Section 7.01 .  The following new clause (ff) is added to Section 7.01 of the Credit Agreement, the “and” at the end of clause (dd) is deleted, and the period at the end of clause (ee) is replaced by “; and”:

“(ff)the obligations of Vince, LLC as account party to Bank of Montreal as issuing bank in connection with the Eligible L/C may be secured so long as such Liens are subject to an intercreditor agreement on terms satisfactory to the Agent.”

(h) Amendment to Section 7.18 .  Section 7.18 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in its stead:

“ 7.18 Financial Covenant.    Minimum Excess Availability .  At all times, Excess Availability shall not be less than the greater of (i) twelve and one half percent (12.5%) of the Adjusted Loan Cap in effect on such date and (ii) $5,000,000.  

(i) New Section 7.20 . The following new provision is hereby added to the Credit Agreement as Section 7.20.

“Section 7.20. Sanctions .  Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the target of Sanctions, that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Agent, Issuer, Swing Loan Lender, or otherwise) of Sanctions.”

(j) Amendment to Section 8.01(b) .  Section 8.01(b) is hereby amended and restated in its entirety as follows:

“(b) Specific Covenants .  Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of (i) Sections 6.01(a) , 6.01(b) , 6.02(b) , 6.03(a) , 6.05(a)(i) or Article VII , (ii) Section 6.02(c) (after a two (2) Business Day grace period), (iii) Section 6.01(c) (after a five (5) Business Day grace period), (iv) Sections 6.07 , 6.10(b) or 6.12 ), or (v) the L/C Letter Agreement, provided that, if (A) any such Default described in this clause (b)(iv) is of a type that can be cured within five (5) Business Days and (B) such Default could not materially adversely impact the Agent’s Liens on the Collateral, such Default shall not constitute an Event of Default for five (5) Business Days after the occurrence of such Default so long as the Loan Parties are diligently pursuing the cure of such Default; or”

(k) New Section 8.01(m) .  The following new provision is hereby added to Section 8.01 of the Credit Agreement as section 8.01(m), and the period at the end of Section 8.01(l) shall be replaced by “; or”:

“ Termination of L/C Letter Agreement .  The termination of the L/C Letter Agreement other than in accordance with Section 17 thereof or without the consent of the Agent.”

(l) New Section 10.28 . The following new provision is hereby added to the Credit Agreement as Section 10.28.

“Section 10.28. Acknowledgement and Consent to Bail-In of EEA Financial Institutions .

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.”

3. Consent with respect to the Term Facility .  The Agent and the Lenders hereby acknowledge and agree to the following with respect to the Term Facility:

(a) Notwithstanding anything in the Credit Agreement to the contrary, including Section 7.07(c), the Agent and Lenders hereby consent to the prepayment of term loans under the Term Facility with Rights Offering Proceeds (as defined in the L/C Letter Agreement) in an aggregate principal amount not to exceed $9,000,000; provided , (i) such prepayment is made within 30 days of the Borrower’s receipt of such Rights Offering Proceeds, (ii) no Default or Event of Default has occurred before and after giving effect to such prepayment, and (iii) before or concurrently therewith, the outstanding principal amount of Loans shall be repaid with Rights Offering Proceeds in an amount equal to $15,000,000, provided further , that any amount of Rights Offering Proceeds in excess of the $9,000,000 term loan prepayment and the $15,000,000 Loan repayment shall be deposited in a Blocked Account subject to a Blocked Account Agreement and such

amounts may be used for working capital and general corporate purposes in accordance with the terms and conditions of the Credit Agreement .

(b) Notwithstanding anything in the Credit Agreement to the contrary, including the conditions set forth in the definition of “Permitted Amendment or Refinancing,” (x) the increase in each level set forth in the “Applicable Margin” (as defined in the credit agreement evidencing the Term Facility (the “ Term Loan Credit Agreement ”)) by not more than 200 basis points with respect to each respective level from those set forth in the Term Loan Credit Agreement in effect immediately prior to the date hereof, (y) the payment of a fee paid to consenting lenders under the Term Loan Credit Agreement in connection with a proposed amendment to the Term Loan Credit Agreement, provided, such fee does not exceed 50 bps times the amount of Term Loans (as defined in the Term Loan Credit Agreement) held by such consenting lenders, and (z) an increase to scheduled amortization of the Term Loans (as defined in the Term Loan Credit Agreement) commencing with the amortization payment for the quarter ending on or around January 31, 2018 in the amount of $3,000,000 and any quarterly payment thereafter, each in the amount of $2,000,000 due and payable on the last day of each fiscal quarter (the “ Amortization Payment ”); provided a condition under the Term Loan Credit Agreement to such amortization payment being permitted to be made is that on a pro forma basis immediately before and after giving effect to such payment, Borrower shall have Availability of not less than $15,000,000 and Borrower shall deliver to the Agent a certificate certifying compliance with such Availability requirement (“ Amortization Payment Conditions ”).  If any Amortization Payment cannot be paid as and when due as a result of the Borrower’s inability to satisfy the Amortization Payment Conditions, each such Amortization Payment shall be rolled forward for up to two (2) quarters.  The Borrower may make such deferred Amortization Payments in subsequent quarters upon satisfaction of the Amortization Payment Conditions.  The Borrower may pay any deferred Amortization Payments with proceeds of Subordinated Indebtedness, without requirement to satisfy the Amortization Payment Conditions.

4. Representations and Warranties . Each of the Guarantors and the Borrower represents and warrants to the Agent and the Lenders that:

(a) the representations and warranties set forth in the Credit Agreement and in each of the other Loan Documents are true and correct in all material respects on the Second Amendment Effective Date, as if made on and as of the Second Amendment Effective Date and as if each reference therein to “this Agreement” or the “Credit Agreement” or the like includes reference to this Amendment and the Credit Agreement as amended hereby (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date); provided , that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; and

(b) after giving effect to this Amendment, no Default or Event of Default exists as of the Second Amendment Effective Date.

5. CONDITIONS PRECEDENT. The amendments and consents set forth in this Amendment shall not be effective until each of the following conditions precedent are satisfied in a manner satisfactory to the Agent:

(a) receipt by the Agent of a copy of this Amendment, duly authorized and executed by Guarantors, the Borrower and each Lender;

(b) receipt by the Agent of the L/C Letter Agreement, duly authorized and executed by Vince, LLC as the account party and the Loan Parties;

(c) receipt by the Agent of the original Eligible L/C from Vince, LLC;

(d) receipt by the Agent of all fees and expenses required to be paid hereunder and, to the extent invoiced at least one (1) Business Day prior to the Second Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of Choate, Hall & Stewart LLP, counsel to the Agent required to be reimbursed or paid by the Loan Parties pursuant to the terms of Section 10.04 of the Credit Agreement; and

(e) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing, nor shall any Default or Event of Default result from the consummation of the transactions contemplated herein.

6. EFFECT ON LOAN DOCUMENTS.   As amended hereby, the Credit Agreement and the other Loan Documents shall be and remain in full force and effect in accordance with their terms and hereby are ratified and confirmed by each of the Guarantors and the Borrower in all respects. The execution, delivery, and performance of this Amendment shall not operate as a waiver of any right, power, or remedy of the Agent or the Lenders under the Credit Agreement or the other Loan Documents. Each of the Guarantors and the Borrower hereby acknowledges and agrees that, after giving effect to this Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party, as such obligations and liabilities have been amended by this Amendment, are reaffirmed and remain in full force and effect. After giving effect to this Amendment, each of the Guarantors and the Borrower reaffirms each Lien granted by it to the Agent for the benefit of the Lenders under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement, and shall continue to secure the Obligations (after giving effect to this Amendment), in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the other Loan Documents.

7. NO NOVATION; ENTIRE AGREEMENT. This Amendment is not a novation or discharge of the terms and provisions of the obligations of the Borrower and Guarantors under the Credit Agreement and the other Loan Documents. There are no other understandings, express or implied, among the Guarantors, the Borrower, the Agent and the Lenders regarding the subject matter hereof or thereof.

8. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT

AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY,

AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9. COUNTERPARTS; ELECTRONIC EXECUTION. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile or other electronic transmission also shall deliver a manually executed counterpart of this Amendment but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

10. CONSTRUCTION. This Amendment and the Credit Agreement shall be construed collectively and in the event that any term, provision or condition of any of such documents is inconsistent with or contradictory to any term, provision or condition of any other such document, the terms, provisions and conditions of this Amendment shall supersede and control the terms, provisions and conditions of the Credit Agreement. Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof’ or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof’ or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.

11. MISCELLANEOUS. The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

[Remainder of page intentionally left blank; signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

VINCE, LLC , as the Borrower

By: /s/ David Stefko

Name: David Stefko

Title: Chief Financial Officer

VINCE INTERMEDIATE HOLDING, LLC,
as a Guarantor

By: /s/ David Stefko

Name: David Stefko

Title: Chief Financial Officer

VINCE HOLDING CORP.,
as a Guarantor

By: /s/ David Stefko

Name: David Stefko

Title: Chief Financial Officer

[Signature Page to Second Amendment to Credit Agreement]

BANK OF AMERICA, N.A.,
as Agent

By: /s/ Mattew Potter

Name: Matthew Potter

Title: Vice President

BANK OF AMERICA, N.A.,
as Lender, Swing Line Lender and L/C Issuer

By: /s/ Mattew Potter

Name: Matthew Potter

Title: Vice President

[Signature Page to Second Amendment to Credit Agreement]

Exhibit 10.4

Loan Authorization Agreement

Dated:  June 22, 2017

The Company referred to below has applied for, and Bank of Montreal (the “Lender” ) has approved the establishment of, a loan authorization account ( “Loan Account” ) from which the Company may from time to time request loans and letters of credit up to the maximum amount of credit shown below (the “Maximum Credit” ); provided that the sum of the aggregate principal amount of loans outstanding plus the aggregate undrawn stated amount of letters of credit issued hereunder plus the aggregate amount of any unreimbursed draws under any letters of credit issued hereunder (such sum, the “Outstanding Obligations” ) shall not exceed the Maximum Credit.   Interest on such loans is computed at a variable rate which may change daily based upon changes in the Prime Rate or the LIBOR Quoted Rate (each as hereinafter defined).  The Company may make principal payments at any time and in any amount.  The request by the Company for, and the making by the Lender of, any loan against the Loan Account or the issuance by the Lender of any letters of credit pursuant hereto, shall constitute an agreement between the Company and the Lender as follows:

Address: 500 Fifth Avenue, 20th Floor

New York, NY  10110

Attn.:  David Stefko, Executive Vice President, Chief Financial Officer

Amount of Maximum Credit:  $10,000,000.

Each Loan Requested Shall Be At Least:  $100,000

Booking Location:  Chicago Branch

4240727

Maturity Date:  The Loan Account terminates, and Loans are payable, On Demand; provided that to the extent funds are not immediately available, the Company shall have ten (10) Business Days to honor any demand for payment hereunder; provided, further that any borrowing of a Loan (other than for the purpose of payment of letter of credit fees or legal fees and expenses) shall be paid within thirty (30) days of such borrowing.  As used herein, “Business Day” means any day other than a Saturday, Sunday, or a day which is a legal holiday for banks or other financial institutions in the State of Illinois.

Periodic Statement reflecting accrued interest will be sent and interest will be payable in accordance with Section 2 hereof.

Payments shall be due at the Lender’s principal office in

Chicago, Illinois, paid to the order of the Lender, and made by Federal wire transfer to:

BMO Harris Bank N.A., Chicago, IL

ABA 071000288

To the account of: Bank of Montreal, Chicago Branch

Account#:  183-320-1

Reference: Vince, LLC

Attn.:  Client Services Dept.

If Letters of Credit may be requested, check here: ☒ and attach Letter of Credit Rider following signature page hereof.

Loans and letters of credit will be made available from the Loan Account subject to the Lender’s approval on a case-by-case basis as and when Loans and letters of credit are requested by the Company.

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All Loans and letters of credit shall be made against and evidenced by the Company’s promissory note payable to the order of the Lender in the form of Exhibit A attached hereto (the “Note” ).  The Lender agrees that the Note shall evidence only the actual Outstanding Obligations pursuant hereto.  All Loans and other extensions of credit made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Lender on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Lender shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans and other extensions of credit evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Lender to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Lender agrees that if it transfers or assigns the Note, the Lender will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer.  The Company agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Lender on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

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No delay by the Lender in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Lender of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.  The Company agrees to pay to the Lender all reasonable expenses incurred or paid by the Lender in connection with the establishment and maintenance of the Loan Account and the collection of the Loans and any amounts due with respect to letters of credit and any court costs and other reasonable amounts due under this Agreement, including, without limitation, reasonable attorneys’ fees.  The Lender shall have the right at any time to set‑off the balance of any deposit account that the Company may at any time maintain with the Lender against any amounts at any time owing under this Agreement, whether or not the balance of Loans or reimbursement or other obligations with respect to letters of credit under this Agreement are then due.

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[Signature Page to Follow]

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The Company agrees to the terms set forth above.  

This Agreement is dated as of the date first written above.

Vince, LLC

Acknowledged and agreed to.

Bank of Montreal

[Signature Page to Loan Authorization Agreement – Vince, LLC]

Letter of Credit Rider

This Letter of Credit Rider is hereby made an integral part of and deemed by the parties hereto to be incorporated within the foregoing Loan Authorization Agreement, dated as of June 22, 2017 (the “Agreement” ), between Bank of Montreal ( “Lender” ) and Vince, LLC, a Delaware limited liability company (the “Company” ).

In consideration of the agreement by the Lender to consider issuing letters of credit applied for by the Company pursuant to the Agreement as more fully described herein, the parties hereto agree as follows:

[Signature Page Follows]

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This Letter of Credit Rider is entered into as of the date first written above.

Vince, LLC

Acknowledged and agreed to.

Bank of Montreal

[Signature Page to Letter of Credit Rider – Vince, LLC]

Exhibit A

Demand Note

On Demand, for value received, the undersigned, Vince, LLC, a Delaware limited liability company (the “Company” ) promises to pay to the order of Bank of Montreal (the “Lender” ) at its offices at 115 South LaSalle Street, Chicago, Illinois  60603, the principal amount of Loans and reimbursement obligations with respect to letters of credit (as and to the extent required pursuant to application and indemnity agreements therefor) outstanding under the Loan Authorization Agreement referred to below together with interest payable at the times and at the rates and in the manner set forth in the Loan Authorization Agreement referred to below; provided that to the extent funds are not immediately available, the Company shall have ten (10) business days to honor any demand for payment hereunder; provided, further that any borrowing of a Loan (other than for the purpose of payment of letter of credit fees or legal fees and expenses) shall be paid within thirty (30) days of such borrowing.

This Demand Note (this “Note” ) evidences borrowings by and other extensions of credit for the account of the Company under that certain Loan Authorization Agreement dated as of June 22, 2017, between the Company and the Lender and the Letter of Credit Rider attached thereto (as each may be amended from time to time, together the “Loan Authorization Agreement” ) ; and this Note and the holder hereof are entitled to all the benefits provided for under the Loan Authorization Agreement, to which reference is hereby made for a statement thereof.  The Company hereby waives presentment and notice of dishonor.  The Company agrees to pay to the holder hereof all court costs and other reasonable expenses, legal or otherwise, incurred or paid by such holder in connection with the collection of this Note.  Delivery of an executed counterpart of this Note by telecopy or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as an original.  It is agreed that this Note and the rights and remedies of the holder hereof shall be governed by the internal laws of the State of Illinois.

Vince, LLC

Exhibit 10.5

Guaranty

Date:    June 22, 2017

For value received and in consideration of advances made or to be made, or credit given or to be given, or other financial accommodation afforded or to be afforded to Vince, LLC, a Delaware limited liability company (the “Borrower” ), by Bank of Montreal, its successors and assigns (hereinafter called the “Lender” ), from time to time, the undersigned (the “Guarantor” ) hereby guarantees the full and prompt payment to the Lender at maturity and at all times thereafter of any and all indebtedness, obligations and liabilities of every kind and nature of the Borrower to the Lender including, without limitation, any reimbursement obligations in connection with letters of credit issued by the Lender on behalf of the Borrower and any liabilities of partnerships created or arising while either Borrower may have been or may be a member thereof, howsoever evidenced, whether now existing or hereafter created or arising, whether direct or indirect, absolute or contingent, or joint or several, and howsoever owned, held or acquired, whether through discount, overdraft, purchase, direct loan or as collateral, or otherwise (hereinafter all such indebtedness, obligations and liabilities being collectively referred to as the “Indebtedness” ); and the Guarantor further agrees to pay all expenses, legal and/or otherwise (including court costs and reasonable attorneys’ fees), paid or incurred by the Lender (i) in endeavoring to collect the Indebtedness, or any part thereof and (ii) in protecting, defending or enforcing this Guaranty in any litigation, bankruptcy or insolvency proceedings or otherwise (collectively with the Indebtedness, the “Guarantied Obligations” ).  Notwithstanding anything herein to the contrary, the liability of the Guarantor hereunder is limited to Ten Million and 00/100 Dollars ($10,000,000) (the “Principal Liability Cap” ) plus any interest on the Indebtedness and all expenses hereinbefore mentioned and any fees owing by the Borrower to the Lender.  Payments received on the Guarantied Obligations from any other guarantor shall not reduce the amount otherwise recoverable hereunder.  To the extent that funds are not otherwise readily available for payment on the Guarantied Obligations, the Guarantor shall cause its general partner to make a capital call as permitted under the Guarantor’s Third Amended and Restated Agreement of Exempted Limited Partnership dated as of January 1, 2010 (as amended, modified or restated from time to time, the “Guarantor’s Limited Partnership Agreement” ).   The Guarantor hereby agrees that on or before April 3, 2018 , it shall either (i) deliver to the Lender reasonably acceptable evidence that the duration of the Guarantor has been extended for a period of at least one (1) year in accordance with the Guarantor’s Limited Partnership Agreement, or (ii) pledge to the Lender cash collateral for the Guarantied Obligations, which cash collateral shall be held by the Lender as collateral security for the Guarantied Obligations pursuant to a cash collateral security agreement reasonably acceptable to the Guarantor and Lender.

The Guarantor further acknowledges and agrees with the Lender that:

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[Signature Page to Follow]

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Signed and delivered by the undersigned as of the date first above written . The undersigned acknowledges receipt of a completed copy of this Guaranty as of the time of execution.

Sun Capital Partners V, L.P.

By: Sun Capital Partners V, Ltd., its general partner

By: Sun Capital Partners V, Ltd., its general partner

Solely as to Paragraph 15:

Sun Capital Advisors V, L.P.

By:  Sun Capital Partners V, Ltd., its general partner

[Signature Page to Guaranty – Vince, LLC]

Exhibit A

Certificate of Status
of
Sun Capital Partners V, L.P.

Date:  _______________, 20__

Sun Capital Partners V, L.P., a Cayman Islands exempted limited partnership (the “Guarantor” ), does hereby certify that:

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All capitalized terms used above without definition shall have the same meanings herein as such terms have in the Guarantor’s Agreement of Limited Partnership.  This Certificate is dated as of the date first written above.

Sun Capital Partners V, L.P.

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Exhibit A

Exhibit B

Exhibit 10.6

LETTER AGREEMENT

LETTER AGREEMENT (this “ Agreement ”) dated as of June 22, 2017 by and among: (i) VINCE, LLC , a Delaware limited liability company (the “ Account Party ”), (ii) BANK OF AMERICA, N.A., in its capacity as agent (the “ Agent ”) pursuant to the Credit Agreement dated as of November 27, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) acting on behalf of itself and the Lenders, (iii) VINCE, LLC , a Delaware limited liability company (the “ Borrower ”), (iv) the Guarantors party hereto (the “ Guarantors ”, and, collectively with the Borrower, the “ Loan Parties ”). Unless otherwise defined all capitalized terms used herein shall have the meaning given to them in the Credit Agreement.

RECITALS:

NOW THEREFORE, it is agreed as follows:

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Upon receipt by the Agent of a written release request from the Account Party delivered in accordance with this Section 3 , the Agent shall, within (5) five Business Days after the Notice Date, inform the Account Party and Borrower whether, in its reasonable discretion, the Release Conditions have been satisfied.  Upon satisfaction of the Release Conditions, the Agent shall promptly return the Eligible L/C to the issuing bank for cancellation in accordance with the terms thereof or, if applicable, allow the Eligible L/C to expire, but in any event upon satisfaction of the Release Conditions, the Eligible L/C shall no longer constitute an Eligible L/C.

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5

[signature page follows]

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

ACCOUNT PARTY:

VINCE, LLC

By:        /s/ David Stefko ______________

             Name: David Stefko

             Title: Chief Financial Officer

Signature Page to Letter Agreement

AGENT:

BANK OF AMERICA, N.A.

By: /s/ Matthew Potter__ ____________

Name: Matthew Potter

Title: Vice President

Signature Page to Letter Agreement

Loan Parties:

VINCE, LLC , as the Borrower

By: /s/ David Stefko

Name: David Stefko

Title: Chief Financial Officer

VINCE INTERMEDIATE HOLDING, LLC,
as a Guarantor

By: /s/ David Stefko

Name: David Stefko
Title: Chief Financial Officer

VINCE HOLDING CORP.,
as a Guarantor

By: /s/ David Stefko

Name: David Stefko

Title: Chief Financial Officer

Letter Agreement

Exhibit A

Notice Addresses

Agent

Bank of America, N.A.

Federal Street

Boston, Massachusetts 02108

Attention: Matt Potter

Telephone: (617) 434-2041

E-mail:  matthew.potter@baml.com

with a copy to:

Choate, Hall & Stewart LLP

Two International Place

Boston, Massachusetts 02108

Attention: Kevin J. Simard

Telephone: (617) 248-4086

Facsimile: (617) 502-4086

E-mail: ksimard@choate.com

Loan Parties

VINCE, LLC

Vince, LLC

500 Fifth Avenue, 20 ^th Floor

New York, NY 10110

Attention:  David Stefko, Executive Vice President, Chief Financial Officer

Telephone: 212-515-2783

Facsimile:  646-767-5582

Email: DStefko@vince.com

Letter Agreement