Exhibit
4.3


 


EXECUTION
COPY


 


 


 


 


RAFAELLA
APPAREL GROUP, INC.,


as
Issuer,


 


THE
GUARANTORS NAMED THEREIN


 


and


 


THE
BANK OF NEW YORK,


as
Trustee and as Collateral Agent


 


 


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


First
Supplemental Indenture


 


Dated
as of July 12, 2006


 


to


 


Indenture


 


Dated


 


as
of June 20, 2005


 


 


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


 


 

















 


 


FIRST SUPPLEMENTAL INDENTURE,
dated as of July 12, 2006 (this “First Supplemental Indenture”), by and
among RAFAELLA APPAREL GROUP, INC., a Delaware corporation (the “Company”),
the Guarantors (as defined in the Indenture (as hereinafter defined)) and THE BANK OF
NEW YORK, a New York banking corporation, as trustee (in such capacity, the “Trustee”)
and collateral agent (in such capacity, the “Collateral Agent”).


WHEREAS,
the Company, the Guarantors and the Trustee executed and delivered an
Indenture, dated as of June 20, 2005 (the “Indenture”), providing for
the issuance of 11 1/4% Senior Secured Notes due 2011 (the “Notes”);


WHEREAS,
there are now outstanding under the Indenture, Notes in the principal amount of
$172,000,000;


WHEREAS,
Section 9.01 of the Indenture provides that the Company, the Guarantors and the
Trustee may amend, modify, waive or supplement provisions of the Indenture without
the consent of any holders to, among other things, cure any defect in the
Indenture;


WHEREAS,
the Company, the Guarantors and the Trustee desire to amend the definition of “Applicable
Premium” set forth in Exhibits A-1 and B-2 of the Indenture; and


WHEREAS,
the execution and delivery of this First Supplemental Indenture has been duly
authorized by the parties hereto, and all other acts necessary to make this First
Supplemental Indenture a valid and binding supplement to the Indenture
effectively amending the Indenture as set forth herein have been duly taken.


NOW
THEREFORE, in consideration of the above premises, it is mutually covenanted
and agreed, for equal and proportionate benefit of all holders of Notes, as
follows:


ARTICLE ONE


Amendments to the Indenture


Section
1.1             Amendments to Exhibit
A-1 and Exhibit B-1.


 


                (a)           The definition of the term “Applicable
Premium” in Exhibit A-1 of the Indenture is hereby amended by deleting the
reference therein to “100%” and substituting in lieu thereof “1.00%”.


 


                (b)           The definition of the term “Applicable
Premium” in Exhibit B-1 in the Indenture is hereby amended by deleting the
reference therein to “100%” and substituting in lieu thereof “1.00%”.


 


 


 


2

















 


ARTICLE TWO


Miscellaneous


Section
2.1             Instruments to be Read
Together.  This First Supplemental
Indenture is an indenture supplemental to the Indenture, and said Indenture and
this First Supplemental Indenture shall henceforth be read together.


Section
2.2             Confirmation.  The Indenture as amended and supplemented by
this First Supplemental Indenture is in all respects confirmed and preserved.


Section
2.3             Terms Defined.  Capitalized terms used in this First
Supplemental Indenture and not otherwise defined herein shall have the
respective meanings set forth in the Indenture.


Section
2.4             Headings.  The headings of the Articles and Sections of
this First Supplemental Indenture have been inserted for convenience of
reference only, and are not to be considered a part hereof and shall in no way
modify or restrict any of the terms and provisions hereof.


Section
2.5             Governing Law.  The laws of the State of New York, without
regard to the principles of conflicts of law, shall govern this First
Supplemental Indenture.


Section
2.6             Counterparts.  This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


Section
2.7             Effectiveness.  The provisions of this First Supplemental
Indenture will take effect immediately upon its execution and delivery by the
Trustee in accordance with the provisions of Section 9.01 of the Indenture.


Section
2.8             Certain Duties and
Responsibilities of the Trustee.  In
entering into this First Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting
the liability or affording protection to the Trustee, whether or not elsewhere
herein so provided.  The Trustee shall
not be responsible in any manner for or in respect of the validity or
sufficiency of this First Supplemental Indenture or for or in respect of the
recitals contained herein, all of which are made by the Company.


Section
2.9             Trustee Documents.  On or before the date hereof, the Company shall deliver to the Trustee
pursuant to the Indenture, (a) an Officers’ Certificate and (b) an
Opinion of Counsel, in each case related to the execution of this First Supplemental
Indenture.


 


3

















 


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


 


	
   

  	
  RAFAELLA
  APPAREL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chad J. Spooner

  	
   

  
	
   

  	
   

  	
  Name: Chad J. Spooner 

  	
   

  
	
   

  	
   

  	
  Title: CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VERRAZANO,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chad J. Spooner

  	
   

  
	
   

  	
   

  	
  Name: Chad J. Spooner

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Beata Hryniewicka

  	
   

  
	
   

  	
   

  	
  Name: Beata Hryniewicka

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  



 


 


 


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