SUPPLEMENTAL INDENTURE NO. 2
Exhibit 4(c)
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 SunTrust Bank, as trustee under the Indenture referred to below
(the “Trustee”).
W I T N E S S E T H
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 | ||||
Schedule A
New Guarantors
XXXXX BAHAMA CHARLESTON, LLC
XXXXX BAHAMA WOODLANDS, LLC
XXXXX BAHAMA ATLANTIC CITY, LLC
XXXXX BAHAMA LV FORUM, LLC
XXXXX BAHAMA MISSION VIEJO, LLC
XXXXX BAHAMA PALM BEACH GARDENS, LLC
XXXXX BAHAMA XXXXXX PLAZA, LLC
XXXXX BAHAMA SOUTH PARK NC, LLC
XXXXX BAHAMA XXXX, LLC
XXXXX BAHAMA TYSONS GALLERIA, LLC
INDIGO PALM FASHION ISLAND LLC
INDIGO PALMS XXXXXXX ROW, LLC
INDIGO PALMS LV FORUM LLC
Schedule B
Existing Guarantors
LIONSHEAD CLOTHING COMPANY
MERONA INDUSTRIES, INC.
OXFORD CARIBBEAN, INC.
OXFORD CLOTHING CORPORATION
OXFORD GARMENT, INC.
OXFORD INTERNATIONAL, INC.
OXFORD OF SOUTH CAROLINA, INC.
VIEWPOINT INTERNATIONAL, INC.
XXXXX BAHAMA ALA MOANA LLC
XXXXX BAHAMA BILTMORE, LLC
XXXXX BAHAMA BIRMINGHAM, LLC
XXXXX BAHAMA BOCA RATON, LLC
XXXXX BAHAMA CAFE EMPORIUM, LLC
XXXXX BAHAMA CHERRY CREEK, LLC
XXXXX BAHAMA CHICAGO, LLC
XXXXX BAHAMA CORAL GABLES, LLC
XXXXX BAHAMA FARMERS MARKET, LLC
XXXXX BAHAMA KANSAS CITY, LLC
XXXXX BAHAMA LA JOLLA, LLC
XXXXX BAHAMA LAS OLAS LLC
XXXXX BAHAMA LAS VEGAS, LLC
XXXXX BAHAMA LAS VEGAS FASHION SHOW, LLC
XXXXX BAHAMA MANHATTAN VILLAGE, LLC
XXXXX BAHAMA MAUNA XXXX, LLC
XXXXX BAHAMA MYRTLE BEACH, LLC
XXXXX BAHAMA NEWPORT BEACH LLC
XXXXX BAHAMA NORTH SCOTTSDALE, LLC
XXXXX BAHAMA ORLANDO, LLC
XXXXX BAHAMA PALM DESERT, LLC
XXXXX BAHAMA PALO ALTO, LLC
XXXXX BAHAMA PASADENA, LLC
XXXXX BAHAMA XXXXX, LLC
XXXXX BAHAMA SAN DIEGO FASHION VALLEY, LLC
XXXXX BAHAMA SAN XXXX, LLC
XXXXX BAHAMA SARASOTA, LLC
XXXXX BAHAMA ST. AUGUSTINE, LLC
XXXXX BAHAMA TAMPA, LLC
XXXXX BAHAMA TUCSON, LLC
XXXXX BAHAMA WAILEA, LLC
XXXXX BAHAMA WALNUT CREEK, LLC
XXXXX BAHAMA WEST PALM, LLC
XXXXX BAHAMA WHALERS VILLAGE, LLC
XXXXX BAHAMA WOODBURY COMMON, LLC
XXXXX BAHAMA R&R HOLDINGS, INC.
XXXXX BAHAMA R&R TEXAS, INC.
XXXXX BAHAMA AUSTIN, L.P.
TOMMY BAHAMA DALLAS, L.P.
PIEDMONT APPAREL CORPORATION
