EX-4.(C) SUPPLEMENTAL INDENTURE AGREEMENT NO. 2



 





Exhibit 4(c)




SUPPLEMENTAL INDENTURE NO. 2




     Supplemental Indenture No. 2 (this “Supplemental Indenture No. 2”), dated as
of July 28, 2004, by and among Oxford Industries, Inc., a Georgia corporation (the
“Company”), the Company’s subsidiaries listed on Schedule A hereto (each, a “New
Guarantor”), the Company’s subsidiaries listed on Schedule B hereto (collectively, the
“Existing Guarantors”), and SunTrust Bank, as trustee under the Indenture referred to below
(the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an indenture,
dated as of May 16, 2003 (the “Original Indenture”), as supplemented by a supplemental indenture,
dated as of June 13, 2003 (the “Supplemental Indenture No. 1,” and together with the
Original Indenture, the “Indenture”), providing for
the issuance of 8 7/8% Senior Notes due
2011 (the “Securities”);



     WHEREAS, the Indenture provides that, without the consent of any Holders, the Company and the
Existing Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into indentures supplemental thereto or agreements or other instruments
with respect to any Guarantee, in form and substance satisfactory to the Trustee, for the purpose
of adding a Guarantor;



     WHEREAS, each New Guarantor wishes to guarantee the Securities pursuant to the Indenture;




     WHEREAS, pursuant to the Indenture, the Company, the Existing Guarantors, the New Guarantors
and the Trustee have agreed to enter into this Supplemental Indenture No. 2 for the purposes stated
herein; and



     WHEREAS, all things necessary have been done to make this Supplemental Indenture No. 2, when
executed and delivered by the Company, the Existing Guarantors, and each New Guarantor, the legal,
valid and binding agreement of the Company, the Existing Guarantors, and each New Guarantor, in
accordance with its terms.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, each New Guarantor, the
Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders of the Securities as follows:



     (1) Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.



     (2) Guarantee. Each New Guarantor hereby agrees to guarantee the Indenture
and the Securities related thereto pursuant to the terms and conditions of Article Thirteen of the
Indenture, such Article Thirteen being incorporated by reference herein as if set forth at length
herein (each such guarantee, a “Guarantee”) and such New Guarantor agrees to be bound as a
Guarantor under the Indenture as if it had been an initial signatory thereto.



     (3) Governing Law. THIS SUPPLEMENTAL INDENTURE NO. 2 SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF



 









 







NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.



     (4) Counterparts. The parties may sign any number of copies of this
Supplemental Indenture No. 2. Each signed copy shall be an original, but all of them together
represent the same agreement.



     (5) Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction hereof.



     (6) The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture No. 2 or
for or in respect of the recitals contained herein, all of which recitals are made solely by the
Company, the New Guarantors and the Existing Guarantors.



[Signature page to follow.]




 









 






     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 2 to be
duly executed and attested, all as of the date first above written.



     Dated: July 28, 2004




	 	 	 	 	 
	 	OXFORD INDUSTRIES, INC.

 	 
	 	By:  	/s/ J. Reese Lanier, Jr.
 	 
	 	Name:  	J. Reese Lanier, Jr. 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	EACH GUARANTOR LISTED ON SCHEDULE A HERETO

 	 
	 	By:  	/s/ J. Reese Lanier, Jr.
 	 
	 	Name:  	J. Reese Lanier, Jr. 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	EACH GUARANTOR LISTED ON SCHEDULE B HERETO

 	 
	 	By:  	/s/ J. Reese Lanier, Jr.
 	 
	 	Name:  	J. Reese Lanier, Jr. 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	SUNTRUST BANK, as Trustee

 	 
	 	By:  	/s/ Muriel Shaw
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



 









 








Schedule A




New Guarantors




TOMMY BAHAMA CHARLESTON, LLC




TOMMY BAHAMA WOODLANDS, LLC




TOMMY BAHAMA ATLANTIC CITY, LLC




TOMMY BAHAMA LV FORUM, LLC




TOMMY BAHAMA MISSION VIEJO, LLC




TOMMY BAHAMA PALM BEACH GARDENS, LLC




TOMMY BAHAMA PHIPPS PLAZA, LLC




TOMMY BAHAMA SOUTH PARK NC, LLC




TOMMY BAHAMA TROY, LLC




TOMMY BAHAMA TYSONS GALLERIA, LLC




INDIGO PALM FASHION ISLAND LLC




INDIGO PALMS SANTANA ROW, LLC




INDIGO PALMS LV FORUM LLC





 









 





Schedule B




Existing Guarantors




LIONSHEAD CLOTHING COMPANY




MERONA INDUSTRIES, INC.




OXFORD CARIBBEAN, INC.




OXFORD CLOTHING CORPORATION




OXFORD GARMENT, INC.




OXFORD INTERNATIONAL, INC.




OXFORD OF SOUTH CAROLINA, INC.




VIEWPOINT INTERNATIONAL, INC.




TOMMY BAHAMA ALA MOANA LLC




TOMMY BAHAMA BILTMORE, LLC




TOMMY BAHAMA BIRMINGHAM, LLC




TOMMY BAHAMA BOCA RATON, LLC




TOMMY BAHAMA CAFE EMPORIUM, LLC




TOMMY BAHAMA CHERRY CREEK, LLC




TOMMY BAHAMA CHICAGO, LLC




TOMMY BAHAMA CORAL GABLES, LLC




TOMMY BAHAMA FARMERS MARKET, LLC




TOMMY BAHAMA KANSAS CITY, LLC




TOMMY BAHAMA LA JOLLA, LLC




TOMMY BAHAMA LAS OLAS LLC




TOMMY BAHAMA LAS VEGAS, LLC




TOMMY BAHAMA LAS VEGAS FASHION SHOW, LLC




TOMMY BAHAMA MANHATTAN VILLAGE, LLC




TOMMY BAHAMA MAUNA LANI, LLC




TOMMY BAHAMA MYRTLE BEACH, LLC




TOMMY BAHAMA NEWPORT BEACH LLC




TOMMY BAHAMA NORTH SCOTTSDALE, LLC




TOMMY BAHAMA ORLANDO, LLC




TOMMY BAHAMA PALM DESERT, LLC




TOMMY BAHAMA PALO ALTO, LLC




TOMMY BAHAMA PASADENA, LLC




 









 





TOMMY BAHAMA PRIMM, LLC




TOMMY BAHAMA SAN DIEGO FASHION VALLEY, LLC




TOMMY BAHAMA SAN JOSE, LLC




TOMMY BAHAMA SARASOTA, LLC




TOMMY BAHAMA ST. AUGUSTINE, LLC




TOMMY BAHAMA TAMPA, LLC




TOMMY BAHAMA TUCSON, LLC




TOMMY BAHAMA WAILEA, LLC




TOMMY BAHAMA WALNUT CREEK, LLC




TOMMY BAHAMA WEST PALM, LLC




TOMMY BAHAMA WHALERS VILLAGE, LLC




TOMMY BAHAMA WOODBURY COMMON, LLC




TOMMY BAHAMA R&R HOLDINGS, INC.




TOMMY BAHAMA R&R TEXAS, INC.




TOMMY BAHAMA AUSTIN, L.P.




TOMMY BAHAMA DALLAS, L.P.




PIEDMONT APPAREL CORPORATION