EXHIBIT 10(J)
SUPPLEMENTAL INDENTURE NO. 2
SUPPLEMENTAL INDENTURE No. 2 (this "Supplemental Indenture No. 2"), dated
as of July 28, 2004, 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
(collectively, 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, dated as of May 16, 2003 (the "Original Indenture"), as
supplemented by a supplemental indenture, dated as of June 13, 2003 (the
"Supplemental Indenture No. 1," and together with the Original Indenture, the
"Indenture"), 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 No. 2 for the purposes stated herein; and
WHEREAS, all things necessary have been done to make this Supplemental
Indenture No. 2, 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 NO. 2 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 No. 2. 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 No. 2 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.
[Signature page to follow.]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 2 to be duly executed and attested, all as of the date first above
written.
Dated: July 28, 0000
XXXXXX INDUSTRIES, INC.
By: /s/ J. Xxxxx Xxxxxx, Xx.
-------------------------------------------
Name: J. Xxxxx Xxxxxx, Xx.
Title: Vice President and Treasurer
EACH GUARANTOR LISTED ON SCHEDULE A HERETO
By: /s/ J. Xxxxx Xxxxxx, Xx.
-------------------------------------------
Name: J. Xxxxx Xxxxxx, Xx.
Title: Vice President and Treasurer
EACH GUARANTOR LISTED ON SCHEDULE B HERETO
By: /s/ J. Xxxxx Xxxxxx, Xx.
-------------------------------------------
Name: J. Xxxxx Xxxxxx, Xx.
Title: Vice President and Treasurer
SUNTRUST BANK, as Trustee
By: /s/ Xxxxxx Xxxx
-------------------------------------------
Authorized Signatory
