FIRST SUPPLEMENTAL INDENTURE
Dated as of November 9, 1998
To
INDENTURE
Dated as of December 2, 1996
_____________
12% Senior Notes due 2005
First Supplemental Indenture, dated as of November 9, 1998, between XXXXXX
FASHIONS CORPORATION, a Delaware corporation, and XXXXXX FASHIONS, INC., a
Minnesota corporation (each a "Company" and collectively, the "Companies"),
having their principal offices at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx
00000, and IBJ XXXXXXXX BANK & TRUST COMPANY, a banking corporation organized
and association existing under the laws of the State of New York, having its
principal corporate trust office located at Xxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, as trustee (the "Trustee").
RECITALS OF THE COMPANIES
The Companies have previously executed and delivered an Indenture dated as
of December 2, 1996, (the "Indenture") providing for the issuance of
$10,300,200 aggregate principal amount of the Companies' 12% Senior Notes due
2005 (the "Securities").
The Companies desire to amend the Indenture to delete Section 10.7 of the
Indenture in its entirety.
The execution and delivery of this First Supplemental Indenture has been
authorized by a resolution of the Board of Directors of the Companies.
All conditions and requirements necessary to make this First Supplemental
Indenture a valid and binding instrument in accordance with its terms have been
performed and fulfilled and the execution and delivery of it have been in all
respects duly authorized.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the above terms, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the
Securities, as follows:
ARTICLE ONE
DELETION OF SECTION 10.7
Pursuant to Section 9.2 of the Indenture, Section 10.7 of the Indenture is
hereby deleted in its entirety.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.1. TERMS DEFINED. For all purposes of this First Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this First Supplemental Indenture and defined
in the Indenture have the meanings specified in the Indenture.
Section 2.2. INDENTURE; SECURITIES. Except as amended hereby, the
Indenture and the Securities are in all respects ratified and confirmed and all
of their terms shall remain in full force and effect.
Section 2.3. GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA.
Section 2.4. SUCCESSORS. All agreements of the Company and the Trustee in
this First Supplemental Indenture and the Securities shall bind their respective
successors.
Section 2.5. MULTIPLE COUNTERPARTS. The parties may sign multiple
counterparts of this First Supplemental Indenture. Each signed counterpart
shall be deemed an original, but all of them together represent the same
agreement.
Section 2.6. EFFECTIVENESS. The provisions of this First Supplemental
Indenture shall take effect immediately on its execution and delivery by the
Trustee and the Company in accordance with the provisions of Section 9.4 of the
Indenture.
Section 2.7. RECITALS. The recitals of fact contained herein shall be
taken as the statements of the Company and the Trustee assumes no responsibility
for the correctness of them. The Trustee shall not be responsible or
accountable in any way whatsoever for or with respect to and makes no
representations as to the validity or adequacy of this First Supplemental
Indenture or to its due execution by the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
XXXXXX FASHIONS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx
Vice President - Finance
Attest: and Chief Financial Officer
/s/
------------------------------
XXXXXX FASHIONS, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx
Vice President - Finance
Attest: and Chief Financial Officer
/s/
------------------------------
IBJ XXXXXXXX BANK AND TRUST
COMPANY, as Trustee
By: /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Attest: Title: Assistant Vice President
/s/
------------------------------
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State of Minnesota )
) ss.
County of Hennepin )
On the ____ day of _________, 1998, before me personally came Xxxxxx X.
Xxxxxx to me known, who, being by me duly sworn, did depose and say that he is
the Vice President - Finance and Chief Financial Officer of Xxxxxx Fashions
Corporation and Xxxxxx Fashions, Inc., one of the corporations described in and
which executed the foregoing instrument; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.
------------------------------------
Notary Public
State of New York )
) ss.
County of New York )
On the ____ day of ______, 1998, before me personally came
_______________________ to me known, who, being by me duly sworn, did depose and
say that he is an ___________________________ of IBJ Xxxxxxxx Bank & Trust
Company, one of the corporations described in and which executed the foregoing
instrument; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
------------------------------------
Notary Public
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