<PAGE>


                                                                    EXHIBIT 4.3


                                     GANTOS, INC.


                                         AND


                         STATE STREET BANK AND TRUST COMPANY


                  -------------------------------------------------


                      SUPPLEMENTAL INDENTURE NO. 1 TO INDENTURE


                              Dated as of April 1, 1995


                  -------------------------------------------------


                              SERIES A PROMISSORY NOTES

                              SERIES B PROMISSORY NOTES


                            Dated as of December 15, 1997



<PAGE>

                             SUPPLEMENTAL INDENTURE NO. 1

          Supplemental Indenture No. 1 (the "Supplemental Indenture"), dated 
as of December 15, 1997, between Gantos, Inc., a Michigan corporation (the 
"Company"), and State Street Bank and Trust Company, a national banking 
association and successor to Fleet Bank N.A. (successor to Shawmut Bank 
Connecticut, National Association, a national banking association) (the 
"Trustee").

                                       RECITALS

          A.   The Company and the Trustee are the parties to the Indenture, 
dated as of April 1, 1995 between Company and Trustee, as successor trustee 
(the "Indenture").

          B.   The Company has been in violation of financial covenants 
contained in the Indenture since November 1, 1997, and the parties to this 
Supplemental Indenture desire to eliminate certain of the financial covenants 
in the Indenture for the third fiscal quarter of 1997, and to revise such 
financial covenants, in exchange for a cash payment by the Company for the 
benefit of the Holders of the Notes.

          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in 
consideration of the premises, it is mutually agreed and consented, for the 
equal and proportionate benefit of the respective Holders from time to time 
of the Notes as follows:

          1.   CAPITALIZED TERMS.  Capitalized terms used in this 
Supplemental Indenture and not defined in this Supplemental Indenture have 
the meanings given them in the Indenture.

          2.   ELIMINATION OF COVENANTS.  Effective on the Effective Date, 
Sections 6.12(c) and (d) of the Indenture are eliminated from, and shall not 
apply to, the Indenture or the Notes with respect to the third fiscal quarter 
of the Company's 1997 fiscal year.

          3.   ADDITIONAL DEFINITIONS.  Effective on the Effective Date, the 
following definitions are added to Section 1.01 of the Indenture in their 
applicable alphabetical order:

          "ADJUSTED INTEREST EXPENSE:

               The term "Adjusted Interest Expense" shall mean, for any 
          period, the greater of (a) zero and (b) Interest Expense for such 
          period, less, the amount by which (i) Interest Expense for such 
          period attributable to the Notes exceeds (ii) an amount equal to 
          Interest Expense, for such period, attributable to a portion of the 
          Revolving Loan (as defined in the Revolving Credit Agreement, as 
          amended from time to time) equal to the outstanding principal 
          amount of Notes outstanding during such period (or if no such 
          portion of the Revolving Loan (as defined in the Revolving Credit 
          Agreement, as amended from time to time) was outstanding during 
          such period, what Interest Expense, for such period, attributable 
          to such portion of the Revolving Loan (as defined in the Revolving 
          Credit Agreement, as amended from time to time) would have been, 
          assuming such portion of the Revolving Loan (as defined in the 
          Revolving Credit Agreement, as amended from time to time) had been 
          outstanding).

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          AVAILABILITY:

               The term "Availability" shall have the meaning given that term 
          in the Revolving Credit Agreement, as amended from time to time.

          FISCAL PERIOD:

               The term "Fiscal Period" shall mean any four or five week fiscal
          period (as applicable) of the Company.

          INTEREST COVERAGE RATIO:

               The term "Interest Coverage Ratio" shall mean, for any 
          four-quarter period, the ratio of (i) EBITDA of the Company and its 
          subsidiaries for the four most recent consecutive fiscal quarters 
          ending on or prior to the date of determination, to (ii) Adjusted 
          Interest Expense for such four-quarter period.

          TRIGGER DATE:

               The term "Trigger Date" means the last day of any Fiscal 
          Period (i) for which the average amount (calculated on a daily 
          basis for each Business Day (as defined in the Revolving Credit 
          Agreement, as amended from time to time) in such Fiscal Period) of 
          Availability was less than $5,000,000 OR (ii) during which the 
          amount of Availability (calculated at the close of business of each 
          day during such Fiscal Period) was less than $3,500,000 at the end 
          of any Business Day; PROVIDED, that in the event that a default 
          occurs under Section 6.05(j)(ii) of the Revolving Credit Agreement 
          or if the Company fails to deliver to the Trustee a copy of the 
          certificate required to be delivered pursuant to Section 
          6.05(j)(ii) of the Revolving Credit Agreement at the times it is 
          required to be delivered pursuant to Section 6.05(j)(ii) of the 
          Revolving Credit Agreement, the Trigger Date shall for all purposes 
          of this Indenture be deemed to have occurred as of the last day of 
          the Fiscal Period immediately preceding the date such default 
          occurs."

          4.   AMENDMENT OF FINANCIAL COVENANTS.  Effective as of the 
Effective Date, Sections 6.12(c) and (d) of the Indenture are amended and 
restated to read as follows:

                    "(c) EBITDA.  From and after the Trigger Date, not permit 
          EBITDA of the Company and its subsidiaries at the end of each 
          fiscal quarter ending on or after the Trigger Date for the 
          four-quarter period then ending to be less than the respective 
          amounts set forth below for the periods indicated:

                                       2
<PAGE>

          FOUR FISCAL QUARTERS                              MINIMUM
          ENDING ON OR ABOUT                                EBITDA

          January 31, 1998                                  $7,000,000
          April 30, 1998                                    $6,800,000
          July 31, 1998                                     $6,200,000
          October 31, 1998                                  $6,400,000
          January 31, 1999                                  $7,600,000
          April 30, 1999                                    $8,600,000
          July 31, 1999                                     $8,700,000
          October 31, 1999 and
          the last day of each
          fiscal quarter thereafter                         $8,600,000

                    (d)  INTEREST COVERAGE RATIO.  From and after the Trigger 
          Date, not permit or suffer the Interest Coverage Ratio of the 
          Company and its subsidiaries at the end of each fiscal quarter 
          ending on or after the Trigger Date for the four quarter period 
          then ending to be less than the respective amounts set forth below 
          for the periods indicated:

          FOUR FISCAL QUARTERS                              MINIMUM
          ENDING ON OR ABOUT                                RATIO

          January 31, 1998                                  3.8:1
          April 30, 1998                                    3.9:1
          July 31, 1998                                     3.5:1
          October 31, 1998                                  3.4:1
          January 31, 1999                                  4.1:1
          April 30, 1999                                    4.4:1
          July 31, 1999                                     4.4:1
          October 31, 1999 and
          the last day of each
          fiscal quarter thereafter                         4.1:1"

          5.   ELECTION TO APPLY REVISIONS TO REVOLVING CREDIT AGREEMENT 
COVENANTS. If the EBITDA or Interest Coverage Ratio covenants contained in 
Sections 7.10 and 7.11 of the Revolving Credit Agreement (or any related 
definitions) are revised after the date of this Agreement, the Holders of at 
least a majority in principal amount of the Outstanding Notes may elect to 
amend the corresponding financial covenants (and any related definitions) 
contained in Sections 6.12(c) and (d) of the Indenture, by Act of such 
Holders, effective when evidence of such Act shall have been delivered to the 
Trustee and the Company.  Any such election must apply to all or none of the 
changes to Section 7.10 of the Revolving Credit Agreement (and any related 
definitions), and it must apply to all or none of the changes to Section 7.11 
of the Revolving Credit Agreement (and any related definitions).  Any such 
election must be made and received by the 


                                       3
<PAGE>

Trustee and the Company within 90 days after Holders of the Notes are sent a 
copy of any such amendment to the Revolving Credit Agreement.

          6.   DELIVERY OF CERTIFICATES.  Effective as of the Effective Date, 
the following is added as a new Section 6.16 of the Indenture:

          "SECTION 6.16. CERTIFICATES.

               The Company covenants and agrees with the Trustee that, so 
          long as any Notes shall remain Outstanding, it will furnish to the 
          Trustee (i) no later than the Wednesday next following the end of 
          each week, a certificate substantially in the form of SCHEDULE 
          6.05(j) to the Revolving Credit Agreement (or in such other form as 
          is mutually agreed to by the Company and the Agent under the 
          Revolving Credit Agreement) executed by the chief financial officer 
          of the Company (or another duly authorized financial officer of the 
          Company) demonstrating compliance as at the close of business on 
          Saturday of the previous week with the Borrowing Base (as defined 
          in the Revolving Credit Agreement) and (ii) no later than the third 
          Business Day of each Fiscal Period, a certificate substantially in 
          the form of SCHEDULE 6.05(j)(ii) to the Revolving Credit Agreement 
          (or in such other form as is mutually agreed to by the Company and 
          the Agent under the Revolving Credit Agreement) executed by the 
          chief financial officer of the Company (or another duly authorized 
          financial officer of the Company) setting forth with respect to the 
          immediately preceding Fiscal Period (A) the average amount 
          (calculated on a daily basis for each Business Day in such prior 
          Fiscal Period) of Availability and (B) the actual amount of 
          Availability as of the close of business of each day during such 
          Fiscal Period.  A copy of current SCHEDULES 6.05(j) AND 6.05(j)(ii) 
          to the Revolving Credit Agreement are attached, and the Company 
          will provide the Trustee with any other forms of such Schedules as 
          are mutually agreed to by the Company and the Agent under the 
          Revolving Credit Agreement.  In addition, if the Trigger Date has 
          occurred, each of these certificates delivered thereafter shall 
          contain a statement to that effect.  The Trustee is not required to 
          forward these certificates to the Holders of Outstanding Notes.  
          However, the Trustee will notify the Holders of the Outstanding 
          Notes (i) if it has not received either of these certificates when 
          due, and (ii) if the Trigger Date occurs."

          7.   AMENDMENT TO EBITDA EVENT OF DEFAULT.  Effective as of the 
Effective Date, Section 8.01(a)(iv) of the Indenture are amended and restated 
to read as follows:

               "(iv)  default in the performance, or breach, of any covenant 
          or warranty of the Company in this Indenture (other than a covenant 
          or warranty, a default in the performance or breach of which is 
          elsewhere in this Section 8.01 specifically dealt with), and 
          continuance of such default or breach for a period of 30 calendar 
          days after there has been given, by registered or certified mail, 
          to the Company by the Trustee or to the Company and the Trustee by 
          the Holders of at least 25% in principal amount of the Outstanding 
          Notes a written notice specifying such default or breach and 
          requiring it to be remedied and stating 

                                       4
<PAGE>

          that such notice is a "Notice of Default" hereunder;"

          8.   CONSIDERATION FOR EFFECTING AMENDMENT.  Upon the Effective 
Date, the Company shall pay to the Trustee for the benefit of the holders of 
the Outstanding Notes, 4.5% of the principal amount of the Outstanding Notes 
as of the date of this Supplemental Indenture as consideration for effecting 
this Supplemental Indenture.  The payment of such consideration shall not 
change the amount of principal and interest due with respect to the 
Outstanding Notes.

          9.   REPRESENTATIONS AND WARRANTIES.  The Company hereby represents 
and warrants as follows (which representations and warranties shall survive 
the execution and delivery of this Supplemental Indenture) as of the date 
hereof that:

               a.   All representations and warranties contained in the 
Indenture are true and correct in all material respects as of the date of 
this Supplemental Indenture with the same force and effect as if made on such 
date (except to the extent that any such representation or warranty relates 
expressly to an earlier date).

               b.   The Company has the corporate power and authority to 
execute, deliver and carry out the terms and provisions of this Supplemental 
Indenture and has taken all necessary corporate action to authorize the 
execution, delivery and performance of this Supplemental Indenture.

               c.   This Supplemental Indenture has been duly executed and 
delivered and constitutes the legal, valid and binding obligation of the 
Company, and is enforceable in accordance with its terms, except as the 
enforceability thereof may be limited by bankruptcy, reorganization, 
insolvency, moratorium and other similar laws affecting the enforcement of 
creditors' rights generally and by general equity principles.

               d.   No registration or filing with, consent or approval of, 
or other action by, any Federal, State or other governmental agency, 
authority or regulatory body is or will be required on behalf of the Company 
in connection with the execution, delivery, performance, validity or 
enforcement of this Supplemental Indenture other than any such registration 
or filing which has been made or any such consent, approval or other action 
which has been obtained and remains in full force and effect and other than 
the filing of a Form 10-Q or a Form 10-K with the Securities and Exchange 
Commission.

               e.   The execution, delivery and performance of this 
Supplemental Indenture by the Company will not violate any provision of the 
certificate or articles of incorporation or bylaws of the Company or any of 
its subsidiaries or any law, statute, rule or regulation, or any order or 
decree of any court of governmental instrumentality applicable to the Company 
or any of its subsidiaries, or, after the Effective Date, violate, result in 
the breach of or constitute a default under any indenture, agreement or other 
instrument to which the Company or any of its subsidiaries or any of their 
respective properties or assets are or may be bound.


                                       5
<PAGE>

               f.   After giving effect to this Supplemental Indenture after 
the Effective Date, the Borrower is in compliance with all of the various 
covenants and agreements applicable to it set forth in the Indenture.

               g.   After giving effect to this Supplemental Indenture after 
the Effective Date, no event has occurred and is continuing which constitutes 
or would constitute, with the giving of notice or the lapse of time or both, 
an Event of Default under the Indenture.

               h.   The Company has no defense to or setoff, counterclaim or 
claim against payment of the Notes or enforcement of the Indenture or the 
Notes based upon a fact or circumstance existing or occurring on or prior to 
the date of this Supplemental Indenture.

          10.  CONDITIONS PRECEDENT.  Notwithstanding any term or provision 
of this Supplemental Indenture to the contrary, no amendment set forth in 
this Supplemental Indenture shall become effective until the Trustee shall 
have determined that each of the following conditions precedent shall have 
been satisfied:

               a.   The Company shall have delivered to the Trustee a copy of 
the resolution of the Company, certified by the Secretary or an Assistant 
Secretary of the Company to have been duly adopted by the Board of Directors 
and to be in full force and effect on the date of such certification, that 
this Supplemental Indenture has been authorized by the Company.  The Company 
shall have also delivered to the Trustee a certification of an officer of the 
Company that all of the conditions precedent to the effectiveness of this 
Indenture Supplement shall have been met as of the date of such certificate.

               b.   The Trustee shall have received an Opinion of Counsel 
stating that the execution of this Supplemental Indenture is authorized or 
permitted by the Indenture.

               c.   Counterparts of the separate Agreement, dated the date of 
this Supplemental Indenture, between the Company and Elliott Associates, L.P. 
("Elliott"), pursuant to which Elliott is consenting to the amendments 
contained in this Supplemental Indenture, shall have been duly executed and 
delivered on behalf of the Company and Elliott and such agreement shall be in 
full force and effect.

               d.   Counterparts of this Supplemental Indenture shall have 
been duly executed and delivered on behalf of the Company and the Trustee.

               e.   The consideration described in Section 8 shall have been 
paid to the Trustee.

          11.  "EFFECTIVE DATE".  The Effective Date shall be the later of 
(i) the date the Company obtains the consent of Fleet Bank N.A. under the 
Revolving Credit Agreement to this Supplemental Indenture, and (ii) the date 
this Supplemental Indenture is executed and delivered by the parties to 


                                       6
<PAGE>

this Supplemental Indenture.

          12.  ADDITIONAL EVENT OF DEFAULT.  It shall constitute an Event of 
Default under the Indenture if any of the representations and warranties of 
the Company under this Supplemental Indenture shall prove to have been 
incorrect in any material respect when made.

          13.  NO OTHER CHANGE.  Except as modified by this Supplemental 
Indenture, the Indenture shall continue in full force according to its terms 
and is hereby ratified.

          IN WITNESS WHEREOF, the parties hereto have caused this 
Supplemental Indenture to be duly executed, all as of the day and year first 
above written.

                                   GANTOS, INC.

                                   By:
                                      ----------------------------------------
                                        Its:
                                            ----------------------------------
Attest:

-----------------------------
Name:
     ------------------------
Title:
      -----------------------

                                   STATE STREET BANK AND TRUST COMPANY

                                   By:
                                      ----------------------------------------
                                        Its:
                                            ----------------------------------


                                       7
<PAGE>


STATE OF       )
                    )    ss.:
COUNTY OF      )

          On this __ day of December, 1997, before me personally came 
_______________, to me known, who, being by me duly sworn, did depose and say 
that he/she is _______________ of GANTOS, INC., one of the entities described 
in and which executed the above instrument; and that he/she signed his/her 
name thereto by authority of the Board of Directors of said entity.

                                        --------------------------------------
                                        Notary Public


               In Witness Whereof, I have hereunto set my hand and affixed my 
official seal the day and year in this certificate first above written.

                                        --------------------------------------
                                        Notary Public


                                       8
<PAGE>


STATE OF       )
                    )    ss.:
COUNTY OF      )

          On this __ day of December, 1997, before me personally came 
_______________, to me known, who, being by me duly sworn, did depose and say 
that he/she is _______________ of STATE STREET BANK AND TRUST COMPANY, one of 
the entities described in and which executed the above instrument; and that 
he/she signed his/her name thereto by authority of the Board of Directors of 
said entity.

                                        --------------------------------------
                                        Notary Public


               In Witness Whereof, I have hereunto set my hand and affixed my 
official seal the day and year in this certificate first above written.

                                        --------------------------------------
                                        Notary Public


                                       9
<PAGE>
                                      AGREEMENT

          THIS AGREEMENT (the "Agreement") is made as of December 15, 1997 
between Elliott Associates, L.P. ("Elliott") and Gantos, Inc. ("Gantos").

                                       RECITALS

          A.   Gantos and State Street Bank and Trust (as successor to Fleet 
Bank N.A., formerly known as Shawmut Bank Connecticut, National Association) 
(the "Trustee") have entered into the Indenture, dated as of April 1, 1995 
(the "Indenture").

          B.   Pursuant to the Indenture, Gantos issued six-year notes 
bearing interest payable quarterly at 12.75% (the "Notes").

          C.   Elliott currently owns $5,022,271.58 in principal amount of 
the Outstanding Notes.

          D.   Gantos has been in violation of one or more of the financial 
covenants contained in the Indenture since November 1, 1997.

          E.   Gantos and the Trustee propose to enter into a Supplemental 
Indenture, dated the same date as this Agreement, a copy of which is attached 
to this Agreement (the "Supplemental Indenture"), to amend the financial 
covenants contained in the Indenture.

          F.   In exchange for the consideration payable to the Trustee for 
the benefit of the Holders of Outstanding Notes, Elliott is willing to waive 
past violations under the Indenture and consent to the Indenture Supplement 
on the terms and conditions set forth in this Agreement.

          THEREFORE, the parties agree as follows:

          1.   CAPITALIZED TERMS.  Capitalized terms used in this Agreement 
and not defined in this Agreement have the meanings given them in the 
Indenture.

          2.   WAIVER OF DEFAULTS.  Elliott represents and warrants that it 
is the Holder of $5,022,271.58 in principal amount of the Outstanding Notes.  
Effective on the "Effective Date" (defined below), pursuant to Section 
8.01(d) of the Indenture, on behalf of the Holders of all the Notes, Elliott 
hereby waives any past default by the Company under Sections 6.12(c) or (d) 
of the Indenture for the second and third fiscal quarters of fiscal 1997, and 
any related notice defaults under other provisions of the Indenture for such 
periods with respect to such defaults, including under Sections 6.07 and 8.08.

          3.   CONSENT AND ACT OF THE HOLDERS.  Elliott acknowledges that 
this Agreement embodies its consent to the provisions set forth in the 
Supplemental Indenture as the Holder of a majority in principal amount of the 
Outstanding Notes, and that it is executing and delivering this Agreement to 
the Company and to the Trustee, and that its execution and delivery of this 
Agreement to the Company and the Trustee constitutes its "Act" as defined in 
Section 14.11 of the Indenture.

<PAGE>


          4.   PAYMENT OF LEGAL FEES.  The Company will pay Elliott's 
reasonable legal fees in connection with negotiation, execution and delivery 
of this Agreement, including, without limitation, the negotiation of the 
terms and provisions of the Supplemental Indenture, up to a maximum of 
$50,000, based upon billing records to the nearest half hour, with a 
description of the service provided.

          5.   ENTIRE AGREEMENT.  This Agreement represents the entire 
agreement of the parties to this Agreement with respect to the subject matter 
of this Agreement.

          IN WITNESS WHEREOF, the parties have executed and delivered this 
Agreement as of the date set forth in the introductory paragraph of this 
Agreement.

                                        ELLIOTT ASSOCIATES, L.P.


                                        By:
                                           -----------------------------------

                                             Its:
                                                 -----------------------------

                                        GANTOS, INC.


                                        By:
                                           -----------------------------------

                                             Its:
                                                 -----------------------------