SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE") dated as of
September 15, 1998, between NINE WEST GROUP INC. (the "COMPANY"), NINE WEST
MANUFACTURING II CORPORATION (the "SUBSIDIARY GUARANTOR"), a subsidiary of the
Company, NINE WEST DEVELOPMENT CORPORATION, NINE WEST DISTRIBUTION
CORPORATION, NINE WEST FOOTWEAR CORPORATION and NINE WEST MANUFACTURING
CORPORATION (collectively, the "EXISTING GUARANTORS") and THE BANK OF NEW
YORK, as trustee under the indenture referred to below (the "TRUSTEE").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "INDENTURE"), dated as of July 9, 1997, providing
for the issuance of $200,000,000 in the aggregate of 8-3/8% Senior Notes due
2005 and 8-3/8% Series B Senior Notes due 2005 (collectively, the "NOTES");
WHEREAS, the Company intends to permit the Subsidiary Guarantor to
fully and unconditionally guarantee, on a senior basis, the Indebtedness of
the Company under the Notes and the obligations of the Company under the
Indenture;
WHEREAS, Section 1013 of the Indenture provides that, in connection
with such guarantee, the Subsidiary Guarantor shall simultaneously execute and
deliver a supplemental indenture to the Indenture;
WHEREAS, there exists an ambiguity between Section 1013(b) and
Article Thirteen to the Indenture and the parties have agreed to correct it in
this Supplemental Indenture;
WHEREAS, pursuant to Sections 901(3) and 901(5) of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture
without the consent of the Holders; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument in accordance
with its terms have been performed and fulfilled by the parties hereto and the
execution and delivery hereof have been in all respects duly authorized by the
parties hereto.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto mutually covenant and agree for the equal and ratable benefit
of the holders of the Notes as follows:
1. DEFINED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. ISSUANCES OF GUARANTEES BY NEW RESTRICTED SUBSIDIARIES. This
Supplemental Indenture is being executed and delivered, in part, pursuant to
Sections 901(5) and 1013 of the Indenture.
3. GUARANTEE. The Subsidiary Guarantor hereby agrees that the
Guarantee contained in Article Thirteen of the Indenture, including any rights
or obligations of a Guarantor thereunder, shall apply to it, MUTATIS MUTANDIS,
as of the date hereof.
4. AMENDMENT OF SECTION 1013 (LIMITATION ON GUARANTEES OF
INDEBTEDNESS BY RESTRICTED SUBSIDIARIES). Section 1013 is hereby amended by
inserting immediately after the words "and (b)" the following: "except as
provided in Article Thirteen,".
5. WAIVER PURSUANT TO SECTION 1013(b). The Subsidiary Guarantor
hereby agrees that, except as provided in Article Thirteen of the Indenture,
it waives and shall not in any manner whatsoever claim or take the benefit or
advantage of, any rights of reimbursement, indemnity or subrogation or any
other rights against the Company or any other Restricted Subsidiary as a
result of any payment by it under its Guarantee.
6. CONDITIONS TO EFFECTIVENESS. (a) This Supplemental Indenture
shall become effective as of the date first written above upon execution of
this Supplemental Indenture by the Company, the Subsidiary Guarantor and the
Trustee and upon execution of the Acknowledgment and Consent attached hereto
by each Guarantor.
(b) If an officer whose signature is on this Supplemental Indenture
no longer holds that office at the time the Trustee authenticates the Note on
which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be
valid nevertheless.
7. INDEMNITY. The Company agrees to indemnify the Trustee and to
hold the Trustee harmless against any and all loss, liability, damage, claim
or expense, including taxes (other than taxes based on the income of the
Trustee), incurred without negligence or bad faith on its part, arising out of
or in connection with the execution of this Supplemental Indenture by the
Trustee.
8. TRUSTEE DISCLAIMER. The Trustee shall not be responsible for
any recital herein, all of which are made solely by the Company, or the
validity of the execution by the Company, of this Supplemental Indenture.
9. GOVERNING LAW. This Supplemental Indenture shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
New York.
10. COUNTERPARTS. This Supplemental Indenture may be executed in
any number of counterparts by the parties hereto, each of which counterparts
when so executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.
11. EFFECTS OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
NINE WEST GROUP INC.
By: /s/ Robert C. Galvin
----------------------
Name: Robert C. Galvin
Title: Executive Vice
President, Chief
Financial Officer
& Treasurer
NINE WEST MANUFACTURING II
CORPORATION
By: /s/ Robert C. Galvin
----------------------
Name: Robert C. Galvin
Title: Executive Vice
President, Chief
Financial Officer
& Treasurer
NINE WEST DEVELOPMENT CORPORATION
By: /s/ Robert C. Galvin
----------------------
Name: Robert C. Galvin
Title: Executive Vice
President, Chief
Financial Officer
& Treasurer
NINE WEST DISTRIBUTION CORPORATION
By: /s/ Robert C. Galvin
----------------------
Name: Robert C. Galvin
Title: Executive Vice
President, Chief
Financial Officer
& Treasurer
NINE WEST FOOTWEAR CORPORATION
By: /s/ Robert C. Galvin
----------------------
Name: Robert C. Galvin
Title: Executive Vice
President, Chief
Financial Officer
& Treasurer
NINE WEST MANUFACTURING
CORPORATION
By: /s/ Robert C. Galvin
----------------------
Name: Robert C. Galvin
Title: Executive Vice
President, Chief
Financial Officer
& Treasurer
THE BANK OF NEW YORK, as Trustee
By: /s/ Mary La Gumina
--------------------
Name: Mary La Gumina
Title:Assistant Vice President