PARAGON TRADE BRANDS, INC.
AND
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of JANUARY 28, 2000
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Supplement to Indenture dated as of January 28, 2000
(11.25% Senior Subordinated Notes due 2005)
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 28, 2000 ("First
Supplemental Indenture") by and between PARAGON TRADE BRANDS, INC., a Delaware
corporation (hereinafter called the "Company"), and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee under the Indenture (as hereinafter defined).
RECITALS
On January 28, 2000, the Company and the Trustee entered into
an Indenture, (hereinafter called the "Indenture;" all capitalized terms used
and not otherwise defined herein shall have the meanings set forth in the
Indenture) providing for the issuance by the Company its 11.25% Senior
Subordinated Notes due 2005.
Pursuant to Section 9.01 of the Indenture, the Company and
the Trustee desire to amend Section 3.01(a) of the Indenture to cure a defect
contained therein.
Concurrently with the execution hereof, the Company has
delivered an Officers' Certificate and has caused its counsel to deliver to the
Trustee an Opinion of Counsel.
All conditions and requirements of the Indenture necessary to
make this First Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.
For and in consideration of the mutual premises and agreements
herein contained, the Company and the Trustee covenant and agree, for the equal
and proportionate benefit of all Holders of the Notes, as follows:
SECTION 1. AMENDMENTS TO INDENTURE. Pursuant to the terms
hereof and Section 9.01 of the Indenture,
(a) the Company and the Trustee hereby amend Section 3.01(a)
of the Indenture by deleting the references to "5.6250%" and "2.8125%" contained
therein and substituting in their place "105.6250%" and "102.8125%",
respectively.
(b) the Company and the Trustee hereby amend Section 8 of
Exhibit A to the Indenture by deleting the references to "5.6250%" and "2.8125%"
contained therein and substituting in their place "105.6250%" and "102.8125%",
respectively.
(c) the Company and the Trustee hereby amend Section 8 of
Exhibit B to the Indenture by deleting the references to "5.6250%" and "2.8125%"
contained therein and substituting in their place "105.6250%" and "102.8125%",
respectively.
SECTION 2. NOTATIONS ON GLOBAL NOTE. Pursuant to Section 9.05
of the Indenture, the Trustee is hereby authorized to place an appropriate
notation on the Note regarding the terms of Section 8 thereof changed pursuant
to this First Supplemental Indenture.
SECTION 3. EFFECTIVE DATE. This First Supplemental Indenture
shall be effective as of the date first above written and upon the execution and
delivery hereof by each of the parties hereto.
SECTION 4. GOVERNING LAW. This First Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State of
New York applicable to agreements made and to be performed in said state.
SECTION 5. COUNTERPARTS. This First Supplemental Indenture may
be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 6. EFFECT OF HEADINGS. The Section headings herein
are for convenience only and shall not affect the construction hereof.
SECTION 7. THE TRUSTEE. The Trustee shall not be responsible
in any manner whatsoever for or in respect of the validity or sufficiency of
this First Supplemental Indenture or for or in respect of the correctness of the
recitals of fact contained herein.
SECTION 8. EFFECT OF FIRST SUPPLEMENTAL INDENTURE. Except as
amended by this First Supplemental Indenture, the terms and provisions of the
Indenture shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed by their respective officers hereunto
duly authorized, all as of the day and year first above written.
PARAGON TRADE BRANDS, INC.
Dated: _______________ By: /s/ Xxxx X. Xxxxx
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Name: XXXX X. XXXXX
Title: Chief Financial Officer
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as
Trustee
Dated: __________________ By: /s/ Xxxx Xxxxxxxxx
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Name: XXXX X. XXXXXXXXX
Title: Corporate Trust Officer
Agreed and Acknowledged:
PTB HOLDINGS, INC.
Dated: _______________ By: /s/ Xxxx X. Xxxxx
---------------------------
Name: XXXX X. XXXXX
Title: Chief Financial Officer
PTB INTERNATIONAL, INC.
Dated: _______________ By: /s/ Xxxx X. Xxxxx
---------------------------
Name: XXXX X. XXXXX
Title: Chief Financial Officer
PTB ACQUISITION SUB, INC.
Dated: _______________ By: /s/ Xxxx X. Xxxxx
---------------------------
Name: XXXX X. XXXXX
Title: Chief Financial Officer
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