EXHIBIT 10(I)
SUPPLEMENTAL INDENTURE NO. 1
SUPPLEMENTAL INDENTURE No. 1 (this "Supplemental Indenture"), dated as of
June 13, 2003, by and among Oxford Industries, Inc., a Georgia corporation (the
"Company"), the Company's subsidiaries listed on Schedule A hereto (each, a "New
Guarantor"), the Company's subsidiaries listed on Schedule B hereto (the
"Existing Delaware Guarantors"), the Company's subsidiaries listed on Schedule C
hereto (the "Existing Georgia Guarantors"), Oxford of South Carolina, a South
Carolina corporation ("Oxford of South Carolina" and, together with the Existing
Delaware Guarantors and the Existing Georgia Guarantors, the "Existing
Guarantors") and Sun Trust Bank, as trustee under the Indenture referred to
below (the "Trustee").
WITNESSETH
WHEREAS, the Company, the Existing Guarantors and the Trustee are parties
to an indenture (the "Indenture"), dated as of May 16, 2003 providing for the
issuance of 8 7/8% Senior Notes due 2011 (the "Securities");
WHEREAS, the Indenture provides that, without the consent of any Holders,
the Company and the Existing Guarantors, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into indentures
supplemental thereto or agreements or other instruments with respect to any
Guarantee, in form and substance satisfactory to the Trustee, for the purpose of
adding a Guarantor;
WHEREAS, each New Guarantor wishes to guarantee the Securities pursuant to
the Indenture;
WHEREAS, pursuant to the Indenture the Company, the Existing Guarantors,
the New Guarantors and the Trustee have agreed to enter into this Supplemental
Indenture for the purposes stated herein; and
WHEREAS, all things necessary have been done to make this Supplemental
Indenture, when executed and delivered by the Company, the Existing Guarantors,
and each New Guarantor, the legal, valid and binding agreement of the Company,
the Existing Guarantors, and each New Guarantor, in accordance with its terms.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, each New Guarantor, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
(2) Guarantee. Each New Guarantor hereby agrees to guarantee the
Indenture and the Securities related thereto pursuant to the terms and
conditions of Article Thirteen of the Indenture, such Article Thirteen being
incorporated by reference herein as if set forth at length
herein (each such guarantee, a "Guarantee") and such New Guarantor agrees to be
bound as a Guarantor under the Indenture as if it had been an initial signatory
thereto.
(3) Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
(4) Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
(5) Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction hereof.
(6) The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company, the New Guarantors and the Existing
Guarantors.
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
OXFORD INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxx, III
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Name: Xxxxxx X. Xxxxx, III
Title: Vice President -- Law and Administration,
Secretary and General Counsel
EACH GUARANTOR LISTED ON SCHEDULE A HERETO
By: /s/ Xxxxxx X. Xxxxx, III
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Name: Xxxxxx X. Xxxxx, III
Title: Secretary
EACH GUARANTOR LISTED ON SCHEDULE B HERETO
By: /s/ Xxxxxx X. Xxxxx, III
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Name: Xxxxxx X. Xxxxx, III
Title: President
EACH GUARANTOR LISTED ON SCHEDULE C HERETO
By: /s/ Xxxxxx X. Xxxxx, III
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Name: Xxxxxx X. Xxxxx, III
Title: Secretary
OXFORD OF SOUTH CAROLINA
By: /s/ Xxxxxx X. Xxxxx, III
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Name: Xxxxxx X. Xxxxx, III
Title: Secretary
SUNTRUST BANK, as Trustee
By: /s/ Xxxxxx Xxxx
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Authorized Signatory
