EXHIBIT 4.2
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE dated as of June 19, 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"), MCN Acquisition Corp., a Delaware corporation ("New Company"), 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 Securities due 2005, Series B (the "Securities");
WHEREAS, Section 9.1 of the Indenture provides that the Company, the Guarantors and the Trustee may amend the Indenture without notice or consent of any Holder;
WHEREAS, the Company desires to amend certain provisions of the Indenture, as set forth in Article I hereof;
WHEREAS, Jones Apparel Group, Inc. ("Parent") intends to acquire the Company, through a merger of the Company with and into New Company, a direct, wholly-owned subsidiary of Parent, with New Company being the surviving corporation (the "Merger"). In connection with the Merger, the name of New Company will be changed to "McNaughton Apparel Group Inc.";
WHEREAS, New Company desires to execute and deliver this Fourth Supplemental Indenture in accordance with and pursuant to the terms of Section 5.2 of the Indenture; and
WHEREAS, all things necessary to make this Fourth Supplemental Indenture a valid agreement, in accordance with the terms of the Indenture, have been done.
NOW, THEREFORE, this Fourth 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. Effective upon the consummation of the Merger, pursuant to Article V of the Indenture, New Company shall assume all obligations of the Company under the Indenture and be the obligor thereunder and the obligor of any and all Securities that remain outstanding under the Indenture.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Instruments To Be Read Together. This Fourth Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and said Indenture and this Fourth Supplemental Indenture shall henceforth be read together.
SECTION 2.02. Confirmation. The Indenture as amended and supplemented by this Fourth Supplemental Indenture is in all respects confirmed and preserved.
SECTION 2.03. Definitions. Capitalized terms used in this Fourth 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 Fourth Supplemental Indenture shall be eliminated.
SECTION 2.04. Headings. The headings of the Articles and Sections of this Fourth 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 Fourth Supplemental Indenture.
SECTION 2.06. Counterparts. This Fourth 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 Fourth Supplemental Indenture will take effect immediately upon its execution and delivery by the Trustee in accordance with the provisions of Section 9.1 of the Indenture; provided that the amendments to the Indenture set forth in Section 1.01 of this Fourth Supplemental Indenture shall become operative upon consummation of the Merger.
SECTION 2.08. Acceptance by Trustee. The Trustee accepts the amendments to the Indenture effected by this Fourth 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 Fourth Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth 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 MCN ACQUISITION CORP. By /s/ Ira M. Dansky
Name: Ira M. Dansky
Title: Secretary UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee By /s/ Margaret M. Ciesmelewski
Name: Margaret M. Ciesmelewski
Title: Assistant Vice President |
