AGREEMENT REGARDING AMENDMENT No. 4 TO LOAN AUTHORIZATION AGREEMENT

Exhibit 10.20

AGREEMENT REGARDING AMENDMENT No. 4

TO

LOAN AUTHORIZATION AGREEMENT

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”).

WHEREAS, pursuant to that certain Assignment and Assumption Agreement, dated as of April 9, 2012, the Payees became parties and replaced Bank of Montreal as a party to that certain Bank of Montreal Loan Authorization Agreement dated February 13, 2008 between the Borrower and Bank of Montreal (as the same has been and may further be amended, restated supplemented or other modified from time to time, the “Loan Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement);

WHEREAS, the borrowings under the Loan Agreement are evidenced by that certain note attached hereto as Exhibit A (the “Note”).

WHEREAS, pursuant to Section 1 Amendment No. 4 to the Loan Agreement dated as of July 19, 2012 (“Amendment No. 4”), the interest rate applicable under the Note prior to the Maturity Date was amended to equal the rate per annum announced by the Bank from time to time as its prime commercial rate, or equivalent, for U.S. dollar loans to borrowers located in the United States (the “Prime Rate”) plus 2%. (the “Amended Interest Rate”);

WHEREAS, at the time of Amendment No. 4 Borrower and the Payees intended to amend the Loan Agreement and the Note in such a manner as to waive, forgive and cancel all then accrued interest under the Loan Agreement and the Note as of the date of Amendment No. 4 and to provide that the Loan Agreement and the Note would accrue interest as of and after the date of Amendment No. 4 at the Amended Interest Rate.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Waiver, Forgiveness and Cancellation of Accrued Interest. All interest that accrued under the Loan Agreement and/or Note prior to July 19, 2012 is hereby waived, forgiven and cancelled.

2. Confirmation of Amount Owing. For the avoidance of doubt and notwithstanding any documentation of Borrower or the Payee to the contrary, Borrower and Payee hereby acknowledge and agree that, after giving effect to this Agreement, as of July 19, 2012 the total amount outstanding and owing under the Loan Agreement and Note was $69,485,198.86 and any accruals of interest prior to such date are hereby waived, forgiven and cancelled in their entirety ((it being agreed and understood that as of July 19, 2012 such $69,485,198.86 shall accrue interest in accordance with Section 1 of Amendment No. 1).

3. Miscellaneous.

3.1 This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one instrument.

3.2 This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Delaware, without giving effect to the conflict of laws rules thereof.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.

SUN KELLWOOD FINANCE, LLC
By:		/s/ Xxxxxxx XxXxxxxxx
Name:		Xxxxxxx XxXxxxxxx
Title:		Vice President and Asst. Secretary

SCSF KELLWOOD FINANCE, LLC
By:		/s/ Xxxxxxx XxXxxxxxx
Name:		Xxxxxxx XxXxxxxxx
Title:		Vice President and Asst. Secretary

KELLWOOD HOLDING CORP.
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		CEO

Signature Page to Agreement Regarding Amendment No. 4 to Loan Authorization Agreement

Exhibit A

(see attached)