SECOND SUPPLEMENTAL INDENTURE
6.25% Senior Notes due 2001
SECOND SUPPLEMENTAL INDENTURE (this "Second
Supplemental Indenture") dated as of June 15, 1999, among
XXXXX APPAREL GROUP, INC., a Pennsylvania corporation
("Xxxxx"), XXXXX APPAREL GROUP HOLDINGS, INC., a Delaware
corporation ("Xxxxx Holdings"), XXXXX APPAREL GROUP USA,
INC., a Pennsylvania corporation ("Xxxxx USA"), JACK ASSET
SUB INC., a Delaware corporation ("New Nine West"), and THE
CHASE MANHATTAN BANK, a New York State banking institution,
as trustee under the indenture referred to below (the
"Trustee").
W I T N E S S E T H :
WHEREAS Xxxxx has heretofore executed and
delivered to the Trustee an Indenture (the "Indenture")
dated as of October 2, 1998, and Xxxxx, Xxxxx USA and Xxxxx
Holdings have heretofor executed and delivered to the
Trustee a Supplemental Indenture dated as of January 1, 1999
(the "Original Indenture" and, as it may be amended or
supplemented from time to time by more indentures
supplemental thereto entered into pursuant to the applicable
provisions thereof, the "Indenture") providing for the
issuance of an aggregate principal amount of $265,000,000 of
6.25% Senior Notes due 2001 (the "Securities");
WHEREAS Xxxxx has acquired Nine West Group Inc.
("Nine West") through a merger of its wholly owned
subsidiary, Xxxx Acquisition Sub Inc., a Delaware
corporation ("Xxxx"), with Nine West, and concurrently
transferred the assets of Nine West to Xxxxx' wholly owned
subsidiary, New Nine West (collectively, the "Acquisition");
WHEREAS pursuant to Section 9.01 of the Indenture,
additional co-obligors with respect to the Securities may be
added without the consent of the holders of the Securities;
WHEREAS pursuant to Section 9.01 of the Indenture,
Xxxxx, Xxxxx USA, Xxxxx Holdings and the Trustee are
authorized to execute and deliver this Second Supplemental
Indenture.
NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt
of which is xxxxxx acknowledged, Xxxxx, Xxxxx USA, Xxxxx
Holdings, New Nine West and the Trustee mutually covenant
and agree for the equal and ratable benefit of the
Securityholders as follows:
1. Assumption and Reaffirmation. New Nine West
hereby agrees to fully and unconditionally assume, as
co-obligor, Xxxxx USA's obligations under the Securities and
the Indenture and to be bound by all applicable provisions
of the Securities and the Indenture. Xxxxx USA, Xxxxx,
Xxxxx Holdings and New Nine West agree that their
obligations under the Securities and the Indenture shall be
joint and several. Without in any way affecting the
foregoing agreement, the parties hereto acknowledge that it
is expected that all payments in respect of the Securities
will be made by Xxxxx USA.
2. Ratification of Indenture; Supplemental
Indentures Part of Indenture. Except as expressly amended
hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Second
Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder of Securities heretofore
or hereafter authenticated and delivered shall be bound
hereby.
3. Governing Law. 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.
4. Trustee Makes No Representation. The Trustee
makes no representation as to the validity or sufficiency of
this Second Supplemental Indenture.
5. Counterparts. The parties may sign any number
of copies of this Second Supplemental Indenture. Each
signed copy shall be an original, but all of them together
represent the same agreement.
6. Effect of Headings. The Section headings
herein are for convenience only and shall not affect the
construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused
this Second Supplemental Indenture to be duly executed as of
the date first above written.
XXXXX APPAREL GROUP, INC.,
By: _________________________
Name: ____________________
Title: ___________________
XXXXX APPAREL GROUP HOLDINGS, INC.,
By: _________________________
Name: ____________________
Title: ___________________
XXXXX APPAREL GROUP USA, INC.,
By: _________________________
Name: ____________________
Title: ___________________
JACK ASSET SUB INC., (to be renamed
Nine West Group Inc.)
By: _________________________
Name: ____________________
Title: ___________________
THE CHASE MANHATTAN BANK,
as Trustee
By: _________________________
Name: ____________________
Title: ___________________
