Reaffirmation of Guaranty and Security Documents dated as of October 4, 2010



 Exhibit 10.13 

REAFFIRMATION OF GUARANTY AND SECURITY DOCUMENTS 

This Reaffirmation of Guaranty and Security Documents (this “Reaffirmation”) dated as of October 4, 2010 is entered
into by Vera Bradley Designs, Inc., an Indiana corporation (the “Borrower”), Vera Bradley Retail Stores, LLC and Vera Bradley International, LLC (the “Subsidiary Guarantors” and, together with the Borrower, the
“Credit Parties”) for the benefit of JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”), and the other Secured Creditors
(as defined in the Security Agreement and the Pledge Agreement referenced below) and the other Guaranteed Parties (as defined in the Subsidiary Guaranty referenced below). Terms used but not otherwise defined herein have the meaning ascribed thereto
by the Amended and Restated Credit Agreement (as defined below). 
 1. Reference is made to that certain Credit Agreement dated
as of November 26, 2008, among the Borrower, JPMorgan Chase Bank, N.A., individually and as administrative agent and the financial institutions party thereto (the “Existing Credit Agreement”). 

2. Reference is also made to the following documents (collectively, the Reaffirmed Documents”): 

(a) that certain Security Agreement dated as of November 26, 2008 made by and among the Credit Parties and the Collateral Agent for
the benefit of the Secured Creditors (the “Security Agreement”); 
 (b) that certain Pledge Agreement dated as
of November 26, 2008 made by and among the Credit Parties and the Collateral Agent for the benefit of the Secured Creditors (the “Pledge Agreement”); 

(c) that certain Subsidiary Guaranty dated as of November 26, 2008 made by the Subsidiary Guarantors in favor of the Administrative
Agent for the benefit of the Guaranteed Parties (the “Subsidiary Guaranty”); 
 (d) that certain Trademark
Security Agreement dated as of November 26, 2008 made by the Borrower in favor of the Collateral Agent for the benefit of the Secured Creditors (the “Trademark Security Agreement”); and 

(e) that certain Copyright Security Agreement dated as of November 26, 2008 made by the Borrower in favor of the Collateral Agent
for the benefit of the Secured Creditors (the “Copyright Security Agreement”). 
 3. Reference is also made to
that certain Amended and Restated Credit Agreement dated as of the date hereof among the Borrower, the financial institutions signatory thereto (the “Lenders”) and the Administrative Agent (the “Amended and Restated Credit
Agreement”), which agreement amends and restates the Existing Credit Agreement. 







 4. In order to induce the Administrative Agent and the Lenders to enter into and extend or
continue credit under the Amended and Restated Credit Agreement, the Credit Parties hereby: 
 (a) agree to and
reaffirm all of the terms and conditions of the Reaffirmed Documents, and reaffirm and make all of the representations and warranties in the Reaffirmed Documents as of the date hereof, in each case as if the same had been fully set forth herein;

 (b) agree that for all purposes of the Reaffirmed Documents, the Amended and Restated Credit Agreement shall
be deemed to be the “Credit Agreement” and hereafter the term “Credit Agreement” (as defined in each of the Reaffirmed Documents) shall mean the Amended and Restated Credit Agreement, as amended, modified, restated, amended and
restated and/or supplemented from time to time; 
 (c) agree that Schedules I through VII to the Security
Agreement are amended in their entirety to read as set forth on Schedules I through VII hereto; 
 (d) without
limiting the foregoing, make and confirm the grant of the security interests as set forth in Section 3 of the Security Agreement, Section 2 of the Pledge Agreement and the recitals of each of the Trademark Security Agreement and the
Copyright Security Agreement, to the Collateral Agent on behalf of, and for the benefit of, the Secured Creditors (in each case as defined therein); and 

(e) as applicable, without limiting the foregoing, make and confirm the guaranty as set forth in Section 1 of the
Subsidiary Guaranty to the Administrative Agent on behalf of, and for the benefit of, the Guaranteed Parties (as defined therein). 

5. The parties hereto agree that except as expressly modified hereby, the Reaffirmed Documents remain in full force and effect in
accordance with their terms. 
 6. This Reaffirmation may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. 

7. This Reaffirmation shall be construed in accordance with and governed by the law (without regard to conflict of law provisions) of the
State of New York. 
 [signature pages follow] 

 

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 IN WITNESS WHEREOF, the undersigned have executed this Reaffirmation as of the date first
written above. 
  

			
	VERA BRADLEY DESIGNS, INC.
	
	By: /s/ Michael C. Ray
	Name: Michael C. Ray
	Title: Chief Executive Officer
	
	VERA BRADLEY RETAIL STORES, LLC
	
	By: /s/ Michael C. Ray
	Name: Michael C. Ray
	Title: Chief Executive Officer
	
	VERA BRADLEY INTERNATIONAL, LLC
	
	By: /s/ Michael C. Ray
	Name: Michael C. Ray
	Title: Chief Executive Officer



[Signature Page to Reaffirmation of Guaranty and Security Documents]