First Amendment to Fourth Amended and Restated Credit Agreement, dated February 1, 2019

Incorporation of Terms and Conditions of Credit Agreement. All of the terms and conditions of the Credit Agreement (including, without limitation, all definitions set forth therein) are specifically incorporated herein by reference (except as amended hereby). All capitalized terms not otherwise defined herein shall have the same meaning as in the Credit Agreement.

Representations and Warranties. Each Credit Party hereby represents and warrants that after giving effect to this Amendment, (i) no Default or Event of Default exists under the Credit Agreement or under any other Loan Document, and (ii) all representations and warranties contained in Section 3 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except in the case of any representation and warranty qualified by materiality, which is true and correct in all respects) as of the date hereof, except (a) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except in the case of any representation and warranty qualified by materiality, which is true and correct in all respects) as of such earlier date and (b) representations and warranties that have become untrue or incorrect solely because of changes reflected by the terms of this Amendment.

Ratification of Loan Documents. The Credit Agreement, as hereby amended, and all other Loan Documents, are hereby ratified and re-affirmed in all respects and shall continue in full force and effect.

Amendments to Credit Agreement. The provisions of the Credit Agreement are hereby amended as follows:

Section 1. Section 1.1 of the Credit Agreement is hereby amended as follows:

By deleting “30,000,000” where it appears in the definition of “Cash Dominion Event”, and by substituting $20,000,000” in its stead.

By deleting “25,000,000” where it appears in the definition of “Covenant Compliance Event”, and by substituting $17,500,000” in its stead.

By deleting the last sentence of the definition of “Domestic Total Commitments” and by substituting the following in its stead:

By deleting the definition of “Eligible Hat World Inventory” in its entirety.

By deleting “(a) Eligible Hat World Inventory” in the introductory paragraph of the definition of “Eligible Inventory” and relettering existing clauses (b) through (e) thereof, respectively, as clauses (a) through (d).

By deleting “(or, with respect to Macy’s Retail Holdings, Inc. and its         affiliates, 30%)” in clause (g) of the definition of “Eligible Wholesale         Receivables”.

By deleting “other than with respect to Accounts under the Macy’s     License Agreement,” where it appears in clauses (k) and (n) of the definition of “Eligible Wholesale Receivables”.

By deleting “, and for the avoidance of doubt, Accounts under the Macy’s License Agreement net of offsets and allowances as set forth therein shall not be deemed violative of this clause” in clause (m) of the definition of “Eligible Wholesale Receivables”.

By deleting the definition of “Macy’s License Agreement” in its entirety.

By deleting “Hat World, Inc., a Minnesota corporation;” in the definition of “Other Domestic Borrowers”.

By deleting the last sentence of the definition of “Total Commitments” and by substituting the following in its stead:

Section 5.

Section 5.1(m) of the Credit Agreement is hereby deleted in its entirety, and “[reserved]; and” is substituted in its stead.

Section 6.

Section 6.5 of the Credit Agreement is hereby amended by deleting “and” at the end of clause (g), renumbering clause (h) as clause (i), and adding the following new clause (h) thereto:

Section 9.3. Section 9.3(b) of the Credit Agreement is hereby amended by deleting clause (vi) in its entirety and by substituting the following in its stead:

Exhibit D. Exhibit D (Form of Borrowing Base Certificate) is hereby deleted in its entirety and the Exhibit D attached hereto is substituted in its stead.

Schedule 1.1. Schedule 1.1 (Lenders and Commitments) is hereby deleted in its entirety and the Schedule 1.1 attached hereto is substituted in its stead.

Consent and Waiver of Notice. Each Lender hereby consents to the Lids Disposition, and the Agent hereby waives any notices required or that will be required as a result of the Lids Disposition, including, without limitation, notices pursuant to Section 5.3 of the Credit Agreement.

Security Agreements. Notwithstanding Section 3 of each of the Security Agreement and the Canadian Security Agreement, statements identified as “warranties” that become untrue or incorrect solely as a result of the Lids Disposition shall not result in an Event of Default.

Conditions to Effectiveness.

This Amendment (other than the amendments set forth in subclauses i. through xi. of Section 4a., and Sections 4b., 4e. and 4f. above) shall be effective upon the fulfillment of each of the following conditions precedent to the satisfaction of the Agent:

This Amendment shall have been duly executed and delivered by the Credit Parties and each Lender. The Agent shall have received a fully executed original hereof.

All action on the part of the Credit Parties necessary for the valid execution, delivery and performance by the Credit Parties of this Amendment shall have been duly and effectively taken.

After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

The Agent shall have received an updated Borrowing Base Certificate relating to the Fiscal Month ended December, prepared after giving effect to the Lids Disposition.

The amendments set forth in subclauses i. through v. of Section 4a., and Sections 4b., 4e. and 4f. above shall each become effective only upon (x) satisfaction of the conditions set forth in 7a. above and (y) and the occurrence of the Lids Disposition in accordance with the provisions hereof.

Agreement of the Agent. Immediately upon the consummation of the Lids Disposition, the Agent’s Liens on the assets which have been sold pursuant to the Lids Disposition shall be automatically and unconditionally released and discharged without any further action of the Agent or the Lenders, and Hat World, Inc. shall be released from its obligations as a Borrower and as a Guarantor under the Credit Agreement and the other Loan Documents. The Agent hereby agrees to execute and to deliver to the Lead Borrower promptly upon the Lead Borrower’s reasonable request, such agreements, documents and instruments as may be reasonably requested by the Lead Borrower, and prepared at the Borrowers’ sole expense, including, without limitation, UCC statements of amendment and PPSA financing change statements, to evidence the release of the Agent’s Liens as set forth above, and Lead Borrower or such other person as the Lead Borrower may designate shall be authorized to file such UCC statements, PPSA financing change statements, agreements, documents and instruments, delivered to the Lead Borrower by the Agent. Notwithstanding the foregoing, under no circumstances shall the Agent or any Lender be obligated to perform or discharge, nor do the Agent and the Lenders agree to perform, discharge or assume, any obligation, duty or liability of the Borrowers pursuant to the Lids Disposition.

Binding Effect. The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their heirs, representatives, successors and assigns.

Expenses. The Credit Parties shall reimburse the Agent for all expenses incurred in connection herewith, including, without limitation, reasonable attorneys’ fees to the extent provided in the Credit Agreement.

Multiple Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and together which shall constitute but one and the same instrument.

Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.