EX-4.(D) SUPPLEMENTAL INDENTURE AGREEMENT NO. 3



 





Exhibit 4(d)




SUPPLEMENTAL INDENTURE NO. 3




     Supplemental Indenture No. 3 (this “Supplemental Indenture No. 3”), dated as
of December 30, 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 a supplemental
indenture, dated as of July 28, 2004 (the “Supplemental Indenture No. 2,” and together with
the Original Indenture and the Supplemental Indenture No. 1, 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, 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, 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
Texas, Inc., Tommy Bahama Austin, L.P. and Tommy Bahama Dallas, L.P. have merged into Tommy Bahama
R&R Holdings, Inc.;



     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. 3 for the purposes stated
herein; and



 









 





     WHEREAS, all things necessary have been done to make this Supplemental Indenture No. 3, 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. 3 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. 3. 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. 3 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. 3 to be
duly executed and attested, all as of the date first above written.



     Dated: December 30, 2004



	 	 	 	 	 
	 	OXFORD INDUSTRIES, INC.

 	 
	 	By:  	/s/ Dominic C. Mazzone
 	 
	 	Name:  	Dominic C. Mazzone 	 
	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	EACH GUARANTOR LISTED ON SCHEDULE A HERETO

 	 
	 	By:  	/s/ Dominic C. Mazzone
 	 
	 	Name:  	Dominic C. Mazzone 	 
	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	EACH GUARANTOR LISTED ON SCHEDULE B HERETO

 	 
	 	By:  	/s/ Dominic C. Mazzone
 	 
	 	Name:  	Dominic C. Mazzone 	 
	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	SUNTRUST BANK, as Trustee

 	 
	 	By:  	/s/ Muriel Shaw
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



 









 








Schedule A




New Guarantors




TOMMY BAHAMA BEVERAGES, LLC




TOMMY BAHAMA TEXAS BEVERAGES, 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.




PIEDMONT APPAREL CORPORATION




TOMMY BAHAMA R&R HOLDINGS, INC.