Exhibit 4.3
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as
of January 1, 1999, among XXXXX APPAREL GROUP, INC., a Pennsylvania
corporation ("Xxxxx"), XXXXX APPAREL GROUP HOLDINGS, INC., a Delaware
corporation ("Holding Company"), XXXXX APPAREL GROUP USA, INC., a
Pennsylvania corporation (the "Company"), and THE CHASE MANHATTAN BANK, a
New York State banking institution, as trustee under the indenture referred
to below (the "Trustee").
W I T N E S S E T H :
WHEREAS Xxxxx has heretofore executed and delivered to the
Trustee an Indenture (the "Indenture") dated as of October 2, 1998,
providing for the issuance of an aggregate principal amount of $265,000,000
of 6.25% Senior Notes due 2001 (the "Securities");
WHEREAS Section 5.01(b) of the Indenture provides that in
connection with the Asset Drop-Down Transaction the Company shall expressly
assume by a supplemental indenture, executed and delivered to the Trustee,
all the obligations of Xxxxx under the Securities and the Indenture;
WHEREAS Section 5.01(b) of the Indenture provides that under the
certain circumstances specified therein Xxxxx and the Holding Company are
required to execute and deliver to the Trustee a supplemental indenture
pursuant to which the Holding Company shall unconditionally assume, as a
co-obligor, all the Company's obligations under the Securities and the
Indenture, and Xxxxx shall reaffirm its obligations under the Securities
and the Indenture, on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, Xxxxx, the
Holding Company, the Company and the Trustee are authorized to execute and
deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, Xxxxx, the Holding Company, the Company and the Trustee
mutually covenant and agree for the equal and ratable benefit of the
Securityholders as follows:
1. Succession and Assumption. The Company hereby agrees to fully
and unconditionally assume, as the successor
operating company, all the obligations of Xxxxx under the Securities and
the Indenture and to be bound by all applicable provisions of the
Securities and the Indenture.
2. Assumption and Reaffirmation. The Holding Company hereby
agrees to fully and unconditionally assume, as a co-obligor, the Company's
obligations under the Securities and the Indenture and to be bound by all
applicable provisions of the Securities and the Indenture. Xxxxx hereby
agrees to fully and unconditionally reaffirm, as a co-obligor, its
obligations under the Securities and the Indenture and to continue to be
bound by all applicable provisions of the Securities and the Indenture. The
Company, the Holding Company and Xxxxx agree that their obligations under
the Securities and the Indenture shall be joint and several. Without in any
way affecting the foregoing agreement, the parties hereto acknowledge that
it is expected that all payments in respect of the Securities will be made
by the Company.
3. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every
Holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby.
4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.
5. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.
6. 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.
7. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above
written.
XXXXX APPAREL GROUP, INC.
By /s/ Xxxxxx X. Card
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Name: Xxxxxx X. Card
Title: Chief Financial Officer
XXXXX APPAREL GROUP HOLDINGS, INC.
By /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: President
XXXXX APPAREL GROUP USA, INC.
By /s/ Xxxxxx X. Card
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Name: Xxxxxx X. Card
Title: Chief Financial Officer
THE CHASE MANHATTAN BANK,
as Trustee
By /s/ Sheik Wiltshire
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Name: Sheik Wiltshire
Title: Second Vice President
