EX-4.(B) SUPPLEMENTAL INDENTURE AGREEMENT NO. 1



 





Exhibit 4(b)




SUPPLEMENTAL INDENTURE NO. 1




     Supplemental Indenture No. 1 (this “Supplemental Indenture”), dated as of
June 13, 2003, 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 (the “Existing Delaware Guarantors”), the Company’s
subsidiaries listed on Schedule C hereto (the “Existing Georgia Guarantors”), Oxford of South
Carolina, a South Carolina corporation (“Oxford of South Carolina” and, together with the Existing
Delaware Guarantors and the Existing Georgia Guarantors, 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 (the
“Indenture”), dated as of May 16, 2003 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 for the purposes stated
herein; and



     WHEREAS, all things necessary have been done to make this Supplemental Indenture, 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 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. 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 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.



2









 





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



	 	 	 	 	 
	 	OXFORD INDUSTRIES, INC.

 	 
	 	By:  	/s/ Thomas C. Chubb, III
 	 
	 	Name:  	Thomas C. Chubb, III 	 
	 	Title:  	Vice President—Law and Administration,
Secretary and General Counsel 	 
	 



	 	 	 	 	 
	 	EACH GUARANTOR LISTED ON SCHEDULE A HERETO

 	 
	 	By:  	/s/ Thomas C. Chubb, III
 	 
	 	Name:  	Thomas C. Chubb, III 	 
	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	EACH GUARANTOR LISTED ON SCHEDULE B HERETO

 	 
	 	By:  	/s/ Thomas C. Chubb, III
 	 
	 	Name:  	Thomas C. Chubb, III 	 
	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	EACH GUARANTOR LISTED ON SCHEDULE C HERETO

 	 
	 	By:  	/s/ Thomas C. Chubb, III
 	 
	 	Name:  	Thomas C. Chubb, III 	 
	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	OXFORD OF SOUTH CAROLINA

 	 
	 	By:  	/s/ Thomas C. Chubb, III
 	 
	 	Name:  	Thomas C. Chubb, III 	 
	 	Title:  	Secretary 	 
	 








 









 











	 	 	 	 	 
	 	SUNTRUST BANK, as Trustee

 	 
	 	By:  	/s/ Muriel Shaw
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




 









 








Schedule A




New Guarantors




Viewpoint International, Inc.

Tommy Bahama R&R Holdings, 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 Destin, 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.

Tommy Bahama Dallas, L.P.





 









 








Schedule B




Existing Delaware Guarantors




Lionshead Clothing Company, Inc.

Merona Industries, Inc.

Oxford Caribbean, Inc.

Oxford Garment, Inc.

Oxford Private Limited of Delaware, Inc.

Oxford Receivables Company

Piedmont Apparel Corporation





 









 








Schedule C




Existing Georgia Guarantors




Oxford Clothing

Oxford International, Inc.