Exhibit 10.1
SECOND SUPPLEMENTAL INDENTURE dated as of August 25, 1999, by and
among XxXxxxxxxx Apparel Group Inc. (formerly known as Norton XxXxxxxxxx, Inc.),
a Delaware corporation (the "Company"), Norton XxXxxxxxxx of Xxxxxx, Inc., a New
York corporation, Miss Xxxxx, Inc., a Delaware corporation, Xxxx-Xx Knitwear,
Inc. (formerly known as JJ Acquisition Corp.), a Delaware corporation, and
Norty's, Inc., a Delaware corporation (each a "Subsidiary Guarantor" and
collectively, the "Subsidiary Guarantors"), and United States Trust Company of
New York, a New York banking corporation, as Trustee (the "Trustee").
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
entered into an Indenture dated as of June 18, 1998, as amended and supplemented
from time to time (the "Indenture"), pursuant to which the Company issued
$125,000,000 aggregate principal amount of 12 1/2% Senior Notes Due 2005 (the
"Securities");
WHEREAS, Section 9.1 of the Indenture provides that the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement the Indenture
without the written consent of the Holder or Holders of the outstanding
Securities to provide for a Subsidiary Guarantee by a newly incorporated
Restricted Subsidiary pursuant to Sections 4.11 and 10.7(a) of the Indenture;
WHEREAS, the Company is the sole holder of all of the authorized,
issued and outstanding capital stock of XxXxxxxxxx Apparel Holdings Inc., a
South Carolina corporation ("Holdings");
WHEREAS, pursuant to Section 4.11 of the Indenture, Holdings desires
to execute and deliver, and the Company shall cause Holdings to execute and
deliver, this Second Supplemental Indenture in accordance with and pursuant to
the terms of Sections 9.1 and 10.7(a) of the Indenture to be joined as a
Subsidiary Guarantor under the Indenture;
WHEREAS, all acts and things prescribed by the Indenture, by law and
by the Certificate of Incorporation and the bylaws of the Company, of the
Subsidiary Guarantors, of Holdings and of the Trustee necessary to make this
Second Supplemental Indenture a valid instrument legally binding on the Company,
the Subsidiary Guarantors, Holdings and the Trustee, in accordance with its
terms, have been duly done and performed; and
WHEREAS, all conditions precedent to amend or supplement the Indenture
have been met.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Holdings, the Company, the Subsidiary Guarantors and the Trustee
agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders of the Securities:
2
SECTION I
Holdings hereby agrees from and after the date hereof to become a
Subsidiary Guarantor and to be bound by the provisions of the Indenture,
including, without limitation, the representations and warranties contained in
Articles X and XI of the Indenture, as a Subsidiary Guarantor.
SECTION II
Except as amended and supplemented hereby, the Indenture is hereby
ratified and confirmed in all respects and shall remain in full force and
effect.
SECTION III
This Second 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.
SECTION IV
Capitalized terms used herein and not otherwise defined herein have
the meanings assigned to them in the Indenture.
SECTION V
The parties may sign any number of copies of this Second Supplemental
Indenture and may sign such in counterparts. Each signed counterpart copy shall
be an original, but all of them together represent the signed agreement. One
signed copy is enough to prove this Second Supplemental Indenture.
* * *
3
IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed as of the dated first above written.
XXXXXXXXXX APPAREL GROUP INC.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive Officer
NORTON XXXXXXXXXX OF XXXXXX, INC.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive Officer
MISS XXXXX, INC.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice Chairman of the Board
XXXX-XX KNITWEAR, INC.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice Chairman of the Board
NORTY'S, INC.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Xxxxx Xxxxxxxxx Xxxxxxx
0
XXXXXX XXXXXX TRUST COMPANY OF NEW YORK
By: /s/ Xxxxxxxx Xxxxxxxxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxxxxxxxx
Title: Vice President
Agreed and Accepted as of the date hereof:
XXXXXXXXXX APPAREL HOLDINGS
INC.
By: : /s/ Xxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive Officer
