Supplemental Indenture



 Exhibit 10.1 
 SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of September 19, 2008, by and among EDDIE BAUER HOLDINGS, INC, a Delaware corporation (the “Company”), the subsidiaries of the Company signatory
thereto (the “Subsidiary Guarantors”) and THE BANK OF NEW YORK MELLON, FORMERLY THE BANK
OF NEW YORK, not in its individual capacity but solely as trustee under the indenture referred to below (the “Trustee”). Capitalized terms defined in the Indenture have the same meanings for
purposes of this Supplemental Indenture. 
 W I T N E S S E T H : 
 WHEREAS the Company heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of April 4, 2007, providing for the issuance of its 5.25% Convertible
Senior Notes due 2014 (the “Notes”); 
 WHEREAS, Section 9.02 of the Indenture provides, among other things,
that, with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture, except as provided therein; 
 WHEREAS, the Company desires to amend the Indenture as permitted by Section 9.02; 
 WHEREAS, all action on the part of the Company and the Subsidiary Guarantors necessary to authorize the execution, delivery and
performance of this Supplemental Indenture has been duly taken; 
 WHEREAS, the Company has solicited the consent (the
“Consent Solicitation”) of the Holders of the Notes to an amendment (the “Amendment”) to the Indenture pursuant to that certain consent solicitation statement dated September 5, 2008 (the “Consent Solicitation
Statement”); 
 WHEREAS, the Holders of at least a majority in principal amount outstanding of the Notes have consented
in writing to the Amendment; 
 WHEREAS, the Company has delivered to the Trustee simultaneously with the execution and
delivery of this Supplemental Indenture an Opinion of Counsel and an Officers’ Certificate, each as contemplated by Sections 9.06 and 13.04 of the Indenture; and 
 WHEREAS, the Company and the Subsidiary Guarantors desire to execute and deliver, and have requested the Trustee to join in the execution and delivery of, this Supplemental Indenture for the
purpose of amending the Indenture. 
 NOW THEREFORE, it is mutually covenanted and agreed as follows: 
 1.         Amendment to the Indenture.     Effective immediately upon
execution and delivery of this Supplemental Indenture by the parties hereto, the text of Section 3.12 of the Indenture shall be deleted in its entirety and replaced with the following text: 







    “Section 3.12. No Amendment of Ownership
Limitations. The Company covenants that it will take no action to impose limitations on the ownership and transfer of securities of the Company in its certificate of incorporation, except that the Company may amend clause (iv) of the
definition of the Restriction Release Date contained in Article V of the Company’s Certificate of Incorporation to substitute for “January 4, 2009” a date no later than “January 1, 2012” so long as paragraph (2)(a) of
Article V is amended simultaneously to provide an exception for the issuance of Corporation Securities (as defined in the Company’s Certificate of Incorporation) upon conversion of the Securities.” 
  

	 	2.	 Miscellaneous. 


 (a)        Ratification of Indenture; Supplemental Indenture 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 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. 
 (b)        Governing Law. THIS 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. 
 (c)        Trustee Makes No Representation. The
Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 
 (d)        Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. Facsimile or electronically transmitted signatures shall be deemed effective as originals. 
 (e)        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 Supplemental Indenture to be duly
executed as of the date first written above. 
  

			
	 COMPANY:

	
	EDDIE BAUER HOLDINGS, INC.



			
		
	 By:
	 	 /s/ McNeil S. Fiske, Jr.




			
	 Name:
	 	 McNeil S. Fiske, Jr.




			
	 Title:
	 	 Chief Executive Officer and President

	
	 SUBSIDIARY GUARANTORS:

	
	EDDIE BAUER, INC.



			
		
	 By:
	 	 /s/ McNeil S. Fiske, Jr.




			
	 Name:
	 	 McNeil S. Fiske, Jr.




			
	 Title:
	 	 Chief Executive Officer and President

	
	EDDIE BAUER FULFILLMENT SERVICES, INC.



			
		
	 By:
	 	 /s/ McNeil S. Fiske, Jr.




			
	 Name:
	 	 McNeil S. Fiske, Jr.




			
	 Title:
	 	 President

	
	EDDIE BAUER DIVERSIFIED SALES, LLC



			
		
	 By:
	 	 /s/ McNeil S. Fiske, Jr.




			
	 Name:
	 	 McNeil S. Fiske, Jr.




			
	 Title:
	 	 President











			
	EDDIE BAUER SERVICES, LLC



			
		
	 By:
	 	 /s/ McNeil S. Fiske, Jr.




			
	 Name:
	 	 McNeil S. Fiske, Jr.




			
	 Title:
	 	 President

	
	EDDIE BAUER INTERNATIONAL DEVELOPMENT, LLC



			
		
	 By:
	 	 /s/ McNeil S. Fiske, Jr.




			
	 Name:
	 	 McNeil S. Fiske, Jr.




			
	 Title:
	 	 President

	
	EDDIE BAUER INFORMATION TECHNOLOGY, LLC



			
		
	 By:
	 	 /s/ McNeil S. Fiske, Jr.




			
	 Name:
	 	 McNeil S. Fiske, Jr.




			
	 Title:
	 	 President

	
	TRUSTEE:
	
	 THE BANK OF NEW YORK MELLON, solely as Trustee and not in its
individual capacity




			
		
	 By:
	 	 /s/ Mary Miselis




			
	 Name:
	 	 Mary Miselis




			
	 Title:
	 	 Vice President