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EXHIBIT 4.5
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of December 6,
1995, by and between APPAREL VENTURES, INC., a Delaware corporation (the
"Company"), and AMERICAN NATIONAL BANK AND TRUST COMPANY, a national banking
association, as Trustee (the "Trustee"), under an Indenture dated as of May 23,
1994 (the "Indenture"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Indenture.
WHEREAS, the Company desires to amend the Indenture as set
forth below; and
WHEREAS, Section 9.2 of the Indenture provides that the
Company and the Trustee may amend the Indenture with the written consent of the
Holders of at least 66 2/3 percent in principal amount of the then outstanding
Notes; and
WHEREAS, pursuant to a solicitation of consents by the
Company, the requisite consent of the Holders of outstanding Notes has been
received; and
WHEREAS, all other conditions precedent to the execution of
this First Supplemental Indenture have been complied with;
NOW, THEREFORE, each party for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Notes hereby
executes and delivers this First Supplemental Indenture.
SECTION 1. AMENDMENT OF INDENTURE.
(a) Section 1.1 of the Indenture is hereby amended by adding
the following defined term in the appropriate alphabetical order:
"Eligible Inventory" on any date means the finished goods inventory of
the Company on such date valued on the basis of the lower of cost or
market with the cost of finished goods calculated on a first-in,
first-out basis.
(b) Section 4.9(b) of the Indenture is hereby amended by
deleting subsection (i) thereof in its entirety and substituting in place
thereof the following subsection (i):
"(i) the incurrence by the Company of Indebtedness pursuant to
the Revolving Credit Facility and repayment obligations in respect of
letters of credit, provided that the aggregate principal amount of
Indebtedness so incurred on any date, together with all other
Indebtedness incurred pursuant to this clause (i) and outstanding on
such date, shall not exceed the greater of (A) the sum of (x) 90% of
Eligible Receivables of the Company at the close of business on the day
prior to such incurrence plus (y) 60% of Eligible Inventory of the
Company at the close of
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business on the day prior to such incurrence plus (z) $5 million, and
(B) $35 million,"
(c) Section 4.12 of the Indenture is hereby amended by
deleting clause (i) thereof in its entirety and substituting in place thereof
the following clause (i):
"(i) Liens on accounts receivable (and general intangibles that relate
solely to accounts receivable) and inventory of the Company and the
proceeds thereof securing Indebtedness pursuant to the Revolving Credit
Facility in an aggregate principal amount not to exceed $35 million at
any one time outstanding,"
SECTION 2. RATIFICATION OF INDENTURE.
As amended by this First Supplemental Indenture, the Indenture
is in all respects ratified and confirmed and shall be read, taken and construed
as one and the same instrument.
SECTION 3. THE TRUSTEE.
The Trustee shall not be responsible in any manner whatsoever
for the correctness of the recitals of fact herein, all of which are made by the
Company, and the Trustee shall not be responsible or accountable in any manner
whatsoever for or with respect to the validity or execution or sufficiency of
this First Supplemental Indenture.
SECTION 4. EFFECTIVE DATE.
This First Supplemental Indenture shall become effective and
binding upon the execution and delivery hereof by all parties hereto.
SECTION 5. GOVERNING LAW.
This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 6. COUNTERPARTS.
This First Supplemental Indenture may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original, but all of which
shall together constitute but one and the same instrument.
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SECTION 7. NO DEFAULT.
The Company represents and warrants that, as of the date
hereof after giving effect to the Waiver being executed by the Trustee
concurrently herewith and the consummation of the offer to purchase Notes
described in the Company's Offer to Purchase dated October 31, 1995, no Default
or Event of Default exists or, as a result of the execution and delivery of this
First Supplemental Indenture, will exist.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and delivered as of the date first
written above.
APPAREL VENTURES, INC.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx,
Title: Vice President
AMERICAN NATIONAL BANK AND TRUST
COMPANY, TRUSTEE
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
