KELLWOOD COMPANY AND THE GUARANTORS NAMED HEREIN 12 7/8% SECOND-PRIORITY SENIOR SECURED PIK NOTES DUE 2014 INDENTURE Dated as of July 23, 2009 Wells Fargo Bank, National Association as Trustee and Collateral AgentIndenture • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
INDENTURE dated as of July 23, 2009 by and among Kellwood Company, a Delaware corporation (the “Company”), the Guarantors from time to time party hereto and Wells Fargo Bank National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers AMENDED AND RESTATED TERM A LOAN AGREEMENT Dated as of October 19, 2011 SCSF KELLWOOD FINANCE, LLC and SUN KELLWOOD FINANCE, LLC, as Lenders and SUN KELLWOOD FINANCE,...Term a Loan Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
THIS AMENDED AND RESTATED TERM A LOAN AGREEMENT (this “Agreement”) is dated as of October 19, 2011 among KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative” or “Parent”) and its Domestic Subsidiaries from time to time a party hereto (each a “Borrower” and collectively with Borrower Representative, “Borrowers”), other Obligors (as defined below) party hereto, SCSF Kellwood Finance, LLC, a Delaware limited liability company (“SCSF Finance”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (“Sun Finance” and, together with the SCSF Finance, each a “Lender” and collectively, the “Lenders”) and Sun Finance, in its capacity as collateral agent for each Lender (the “Collateral Agent”).
AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTESubordinated Promissory Note • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
This AMENDMENT No. 1 to SENIOR SUBORDINATED PROMISSORY NOTE (this “Amendment”) is made and entered into as of this 19th day of July, 2012, by and between Kellwood Holding Corp., a Delaware corporation (the “Maker”) and SCSF Kellwood Finance, LLC, a Delaware limited liability company (the “Payee”).
KELLWOOD HOLDING CORP. THIRD AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENTLoan Authorization Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
Reference is hereby made to that certain Bank of Montreal Loan Authorization Agreement dated as of February 13, 2008 (the Bank of Montreal Loan Authorization Agreement as the same may be amended from time to time, being referred to herein as the “Loan Agreement”), between the undersigned, Kellwood Holding Corp. (formerly known as Cardinal Integrated, LLC), a Delaware corporation (the “Borrower”), and Bank of Montreal (the “Bank”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Loan Agreement.
Joinder to Loan AgreementJoinder to Loan Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
The undersigned, Vince, LLC, a Delaware limited liability company, hereby joins in the execution of that certain Fourth Amended and Restated Term Loan Agreement dated as of April 20, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”) among Kellwood Company, certain of its Domestic Subsidiaries, and each other Domestic Subsidiary that becomes a Borrower thereunder after the date and pursuant to the terms thereof, Sun Kellwood Finance, LLC, as collateral agent for each Lender and such Lenders party thereto. All capitalized terms not defined herein shall have the meaning assigned to them in the Loan Agreement.
AGREEMENT REGARDING AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTEAgreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
This AGREEMENT REGARDING AMENDMENT No. 1 to SENIOR SUBORDINATED PROMISSORY NOTE (this “Agreement”) is made and entered into as of this 28th day of December, 2012, by and between Kellwood Holding Corp., a Delaware corporation (the “Maker”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (the “Payee”).
MODIFICATION TO CONSENT AND AMENDMENT NO. 4 TO TERM LOAN AGREEMENTTerm Loan Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS MODIFICATION TO CONSENT AND AMENDMENT NO. 4 TO TERM LOAN AGREEMENT (this “Modification to Consent”) is entered into as of March , 2013, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), CERBERUS BUSINESS FINANCE LLC, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Parent”), the Domestic Subsidiaries of Parent party hereto as Borrowers (together with Parent, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
CONSENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS CONSENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 20, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative”), the Domestic Subsidiaries of Borrower Representative party hereto as Borrowers (together with Borrower Representative, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 18, 2012, among Vince, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Kellwood Company (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee and as collateral agent under the indenture referred to below (the “Trustee”).
BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENT DATED: FEBRUARY 13, 2008Loan Authorization Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
The Company referred to below has applied for, and Bank of Montreal, Chicago, Illinois (“Bank”), has approved the establishment of, a loan authorization account (“Loan Account”) from which the Company may from time to time request loans up to the maximum amount of credit shown below (the “Maximum Credit”) provided that the aggregate principal amount of loans hereunder shall not exceed $370,000,000. Interest on such loans is computed at a variable rate which may change daily based upon changes in the Bank’s Prime Rate. The Company may make principal payments at any time and in any amount. The request by the Company for, and the making by the Bank of, any loan against the Loan Account pursuant hereto, shall constitute an agreement between the Company and the Bank as follows:
CONSENT AND AMENDMENT NO. 3 TO TERM LOAN AGREEMENTTerm Loan Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS CONSENT AND AMENDMENT NO. 3 TO TERM LOAN AGREEMENT (this “Amendment”) is entered into as of December 31, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), CERBERUS BUSINESS FINANCE LLC, as agent for the Lenders (in such capacity, “Agent”). KELLWOOD COMPANY, a Delaware corporation (“Parent”), the Domestic Subsidiaries of Parent party hereto as Borrowers (together with Parent, the “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
Joinder to Term Loan AgreementJoinder to Term Loan Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
The undersigned, Vince, LLC, a Delaware limited liability company, hereby joins in the execution of that certain Term Loan Agreement dated as of October 19, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Term Loan Agreement”) among Kellwood Company, certain of its Domestic Subsidiaries, and each other Domestic Subsidiary that becomes a Borrower thereunder after the date and pursuant to the terms thereof, the financial institutions party thereto from time to time as Lenders and Cerberus Business Finance, LLC, as collateral agent for the Lenders. All capitalized terms not defined herein shall have the meaning assigned to them in the Term Loan Agreement.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENTTerm a Loan Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENT (this “Amendment”) is entered into as of July , 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), SUN KELLWOOD FINANCE, LLC, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Parent”), the Domestic Subsidiaries of Parent party hereto as Borrowers (together with Parent, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made this 23rd day of September, 2013 (the “Effective Date”) by and among Kellwood Company (“Company”) and Jill Granoff (the “Executive”).
KELLWOOD COMPANY AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTY HERETO, AS BORROWERS CREDIT AGREEMENT Dated as of October 19, 2011 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Joint Lead...Credit Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
THIS CREDIT AGREEMENT is dated as of October 19, 2011, among KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative” or “Parent”) and its Domestic Subsidiaries from time to time a party hereto (each a “Borrower” and collectively with Borrower Representative, “Borrowers”), other Obligors (as defined below) party hereto, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (“Agent”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 23, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative”), the Domestic Subsidiaries of Borrower Representative party hereto as Borrowers (together with Borrower Representative, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 3, 2013, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), CERBERUS BUSINESS FINANCE LLC, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Parent”), the Domestic Subsidiaries of Parent party hereto as Borrowers (together with Parent, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
JOINDER AGREEMENTApparel Holding Corp. • September 24th, 2013 • Retail-apparel & accessory stores • New York
This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, Vince, LLC, a Delaware limited liability company (the “New Obligor”), pursuant to Section 4.12 of the Security Agreement. The New Obligor hereby agrees to be bound as an Obligor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Obligor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Note Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of an Obligor thereund
KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers TERM LOAN AGREEMENT Dated as of October 19, 2011 Term A Loan: $47,900,000.00 Term B Loan: $7,100,000.00 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and CERBERUS BUSINESS...Term Loan Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
THIS TERM LOAN AGREEMENT (this “Agreement”) is dated as of October 19, 2011 among KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative” or “Parent”) and its Domestic Subsidiaries from time to time a party hereto (each a “Borrower” and collectively with Borrower Representative, “Borrowers”), other Obligors (as defined below) party hereto, the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”) and Cerberus Business Finance, LLC, solely in its capacity as collateral agent for each Lender (the “Collateral Agent”).
CONSENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS CONSENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 31, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative”), the Domestic Subsidiaries of Borrower Representative party hereto as Borrowers (together with Borrower Representative, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
LOAN AUTHORIZATION AGREEMENT DATED: SEPTEMBER 9, 2011Loan Authorization Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
The Company referred to below has applied for, and BMO Harris Financing, Inc. (“Lender”), has approved the establishment of, a loan authorization account (“Loan Account”) from which the Company may from time to time request loans and may request letters of credit up to the maximum amount of credit shown below (the “Maximum Credit”) provided that the aggregate principal amount of loans and the aggregate stated amounts of letters of credit hereunder shall not exceed $14,900,000. Interest on such loans is computed at a variable rate which may change daily based upon changes in the Reference Bank’s 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 Bank of Montreal of any letters of credit pursuant hereto (Bank of Montreal in its capacity as issuer of letters of credit, herein referred to
AGREEMENT REGARDING AMENDMENT No. 4 TO LOAN AUTHORIZATION AGREEMENTLoan Authorization Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
This AGREEMENT REGARDING AMENDMENT No. 4 to LOAN AUTHORIZATION AGREEMENT (this “Agreement”) is made and entered into as of this 28th day of December, 2012, by and among Kellwood Holding Corp., a Delaware corporation (the “Borrower”) and SCSF Kellwood Finance, LLC, a Delaware limited liability company (“SCSF”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (together with SCSF, the “Payees”).
CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 20, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), CERBERUS BUSINESS FINANCE LLC, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Parent”), the Domestic Subsidiaries of Parent party hereto as Borrowers (together with Parent, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
KELLWOOD HOLDING CORP. FIRST AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENTApparel Holding Corp. • September 24th, 2013 • Retail-apparel & accessory stores • Illinois
Reference is hereby made to that certain Bank of Montreal Loan Authorization Agreement dated as of February 13, 2008 (the Bank of Montreal Loan Authorization Agreement as the same may be amended from time to time, being referred to herein as the “Loan Agreement”), between the undersigned, Kellwood Holding Corp. (formerly known as Cardinal Integrated, LLC), a Delaware corporation (the “Borrower”), and Bank of Montreal (the “Bank”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Loan Agreement.
KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers FIFTH AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of June 28, 2013 Term B Loan: $28,186,052.45 Term C Loan: $18,387,694.55 Term D Loan: $11,881,263.38 Term E Loan:...Term Loan Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
THIS FIFTH AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”) is dated as of June 28, 2013 among KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative” or “Parent”) and its Domestic Subsidiaries from time to time a party hereto (each a “Borrower” and collectively with Borrower Representative, “Borrowers”), other Obligors (as defined below) party hereto, SCSF Kellwood Finance, LLC, a Delaware limited liability company (“SCSF Finance”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (“Sun Finance” and, together with the SCSF Finance, each a “Lender” and collectively, the “Lenders”) and Sun Finance, in its capacity as collateral agent for each Lender (the “Collateral Agent”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 25, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Parent”), the Domestic Subsidiaries of Parent party hereto as Borrowers (together with Parent, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 25, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), CERBERUS BUSINESS FINANCE LLC, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Parent”), the Domestic Subsidiaries of Parent party hereto as Borrowers (together with Parent, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
AMENDMENT No. 4 TO LOAN AUTHORIZATION AGREEMENTLoan Authorization Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
This AMENDMENT No. 4 to LOAN AUTHORIZATION AGREEMENT (this “Amendment”) is made and entered into as of this 19th day of July, 2012, by and among Kellwood Holding Corp., a Delaware corporation (the “Borrower”) and SCSF Kellwood Finance, LLC, a Delaware limited liability company (“SCSF”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (together with SCSF, the “Payees”).
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENTLoan Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
This AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENT (this “Amendment”), dated as of June 28, 2013, amends that certain Second Amended and Restated Term A Loan Agreement, dated as of April 20, 2012, as amended, restated or otherwise modified from time to time, the “Loan Agreement”), by and among KELLWOOD COMPANY, a Delaware corporation (the “Borrower Representative” or “Parent”), its Domestic Subsidiaries from time to time party thereto (each a “Borrower” and collectively with Borrower Representative, the “Borrowers”), the other Obligors (as defined therein) party thereto, SCSF Kellwood Finance, LLC, a Delaware limited liability company (“SCSF Finance”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (“Sun Finance” and, together with the SCSF Finance, each a “Lender” and collectively, the “Lenders”) and Sun Finance, in its capacity as collateral agent for each Lender (the “Collateral Agent”).
CONSENT AND AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENTLoan Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS CONSENT AND AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENT (this “Amendment”) is entered into as of December 31, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), SUN KELLWOOD FINANCE, LLC, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Parent”), the Domestic Subsidiaries of Parent party hereto as Borrowers (together with Parent, the “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
