SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of June 30, 1997
(the "Supplemental Indenture") to the Indenture between Sassco
Fashions, Ltd., a Delaware corporation (the "Company"), and IBJ
Xxxxxxxx Bank & Trust Company, as trustee (the "Trustee"),
dated as of June 4, 1997 (the "Indenture").
WHEREAS, the Company and the Trustee have heretofore
executed and entered into the Indenture;
WHEREAS, pursuant to Section 7.1(5) of the Indenture,
the Company has determined that an amendment to the Indenture
by Supplemental Indenture as set forth herein, is appropriate
and will not adversely affect the legal rights of any
Securityholder thereunder and the Company and the Trustee
desire to evidence such amendment in writing; and
WHEREAS, all acts and things necessary to make this
Supplemental Indenture a valid agreement, enforceable according
to its terms have been done and performed, and the execution
and delivery of this Supplemental Indenture by the Company and
the Trustee have been in all respects duly authorized by the
Company and the Trustee.
ACCORDINGLY, in consideration of the foregoing and
the mutual agreements set forth herein, the parties hereto
agree as follows:
1. Section 2.1 of the Indenture is hereby modified
and amended to change the reference to "$1,000" to "$1".
2. Section 3.2 of the Indenture is hereby modified
and amended to change each of the references to"$1,000" to
"$1".
3. Exhibit A of the Indenture is hereby modified
and amended to change the reference to "$100" to "$1".
4. This Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of New
York and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts
to be made and performed entirely within such State.
5. This Supplemental Indenture may be executed in
one or more counterparts, each of which shall be an original,
but such counterparts shall together constitute one and the
same instrument. Terms not defined herein shall, unless the
context otherwise requires, have the meanings assigned to such
terms in the Indenture.
6. In all respects not inconsistent with the terms
and provisions of this Supplemental Indenture, the Indenture is
hereby ratified, adopted, approved and confirmed.
7. If any term, provision, covenant or restriction
of this Supplemental Indenture is held by a court of competent
jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, cov-
enants and restrictions of this Supplemental Indenture and of
the Indenture shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
8. The provisions of this Supplemental Indenture
will take effect immediately upon its execution and delivery to
the Trustee.
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the
date and year first above written.
SASSCO FASHIONS, LTD.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
IBJ XXXXXXXX BANK & TRUST
COMPANY, as Trustee
By: /s/ Xxxxxxx XxXxxxxxx
Name: Xxxxxxx XxXxxxxxx
Title: Vice President
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