EXHIBIT 4.1
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE dated as of June 5, 2001, by and among McNaughton Apparel Group Inc., a Delaware corporation (the "Company"), Norton McNaughton of Squire, Inc., a New York corporation, Miss Erika, Inc., a Delaware corporation, McNaughton Apparel Holdings Inc., a South Carolina corporation, and Jeri-Jo Knitwear, Inc., a Delaware corporation (collectively, the "Guarantors"), and United States Trust Company of New York, a New York banking corporation, as trustee (the "Trustee").
WHEREAS, the Company, the 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 million aggregate principal amount of its 12-1/2% Senior Notes due 2005, Series B (the "Securities");
WHEREAS, there are now outstanding under the Indenture, Securities in the aggregate principal amount of $125 million;
WHEREAS, Section 9.2 of the Indenture provides that the Company, the Guarantors and the Trustee may amend the Indenture with the consent of the Holders of at least a majority in outstanding principal amount of the Securities;
WHEREAS, the Company desires to amend certain provisions of the Indenture, as set forth in Article I hereof;
WHEREAS, the Holders of at least a majority in outstanding principal amount of the Securities have consented to the amendments effected by this Third Supplemental Indenture;
WHEREAS, Jones Apparel Group, Inc. ("Parent") intends to acquire the Company, through a merger of the Company with and into MCN Acquisition Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Parent; and
WHEREAS, all things necessary to make this Third Supplemental Indenture a valid agreement, in accordance with the terms of the Indenture, have been done.
NOW, THEREFORE, this Third Supplemental Indenture witnesseth that, for and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:
ARTICLE I
AMENDMENTS TO INDENTURE AND ADDITIONAL PROVISIONS
SECTION 1.01. Amendments to Articles IV, V, VI and VIII. Effective upon the date (the "Acceptance Date") that the Company accepts Securities for purchase and payment pursuant to the Offer to Purchase and Consent Solicitation Statement and accompanying Consent and Letter
of Transmittal, each dated May 21, 2001, and any amendments, modifications or supplements thereto (the "Offer and Consent Solicitation"), Sections 4.2, 4.3, 4.4, 4.6, 4.7, 4.10, 4.11, 5.1(iv), 6.1(a)(v) and 6.1(a)(vi) of the Indenture are hereby amended by deleting all such sections and all references thereto in their entirety, including without limitation all references, direct or indirect, thereto in Section 6.1, "Events of Default," Section 8.2, "Legal Defeasance and Discharge" and Section 8.3, "Covenant Defeasance."
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Instruments To Be Read Together. This Third Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and said Indenture and this Third Supplemental Indenture shall henceforth be read together.
SECTION 2.02. Confirmation. The Indenture as amended and supplemented by this Third Supplemental Indenture is in all respects confirmed and preserved.
SECTION 2.03. Definitions. Capitalized terms used in this Third Supplemental Indenture and not otherwise defined herein shall have the respective meanings set forth in the Indenture. Any defined terms present in the Indenture, but no longer used as a result of the amendments made by this Third Supplemental Indenture shall be eliminated.
SECTION 2.04. Headings. The headings of the Articles and Sections of this Third Supplemental Indenture have been inserted for convenience of reference only, and are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.
SECTION 2.05. Governing Law. The laws of the State of New York shall govern this Third Supplemental Indenture.
SECTION 2.06. Counterparts. This Third 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 2.07. Effectiveness; Termination. The provisions of this Third Supplemental Indenture will take effect immediately upon its execution and delivery by the Trustee in accordance with the provisions of Section 9.2 of the Indenture; provided that the waivers and amendments to the Indenture set forth in Section 1.01 of this Third Supplemental Indenture shall become operative as specified in Section 1.01 hereof.
SECTION 2.08. Acceptance by Trustee. The Trustee accepts the amendments to the Indenture effected by this Third Supplemental Indenture and agrees to execute the trusts created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture.
SECTION 2.09. Responsibility of Trustee. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first written above.
| MCNAUGHTON APPAREL GROUP INC. By /s/ Amanda J. Bokman
Name: Amanda J. Bokman
Title: Chief Financial Officer, Vice President, Treasurer and Secretary NORTON MCNAUGHTON OF SQUIRE, INC. By /s/ Amanda J. Bokman
Name: Amanda J. Bokman
Title: Chief Financial Officer, Vice President, Treasurer and Secretary MISS ERIKA, INC. By /s/ Amanda J. Bokman
Name: Amanda J. Bokman
Title: Chief Financial Officer, Vice President, Treasurer and Secretary JERI-JO KNITWEAR, INC. By /s/ Amanda J. Bokman
Name: Amanda J. Bokman
Title: Chief Financial Officer, Vice President, Treasurer and Secretary MCNAUGHTON APPAREL HOLDINGS INC. By /s/ Amanda J. Bokman
Name: Amanda J. Bokman
Title: Chief Financial Officer, Treasurer and Secretary UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee By /s/ Margaret M. Ciesmelewski
Name: Margaret M. Ciesmelewski
Title: Assistant Vice President |
