Supplemental Indenture to 3.50% Convertible Senior Debentures Indenture between Kellwood Company and Union Bank of California, N.A. (March 15, 2005)

Summary

This Supplemental Indenture, dated March 15, 2005, is an amendment to the original Indenture between Kellwood Company and Union Bank of California, N.A., as Trustee, relating to Kellwood's 3.50% Convertible Senior Debentures due 2034. The amendment provides for a Guaranty Agreement by certain Kellwood subsidiaries, ensuring additional guarantees for the debentures. The Trustee is authorized to enforce the Guaranty Agreement for the benefit of debentureholders. The supplement becomes effective upon execution and is governed by New York law.

EX-4.02 3 k02028_x402.txt SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE dated as of March 15, 2005 to that certain INDENTURE dated as of June 22, 2004 between KELLWOOD COMPANY as Issuer, and UNION BANK OF CALIFORNIA, N.A. as Trustee relating to the Issuer's 3.50% Convertible Senior Debentures due 2034 THIS SUPPLEMENTAL INDENTURE dated as of March 15, 2005 (this "SUPPLEMENT"), between Kellwood Company, a Delaware corporation (the "COMPANY"), having its principal office at 600 Kellwood Parkway, Chesterfield, Missouri 63017, and Union Bank of California, N.A., as Trustee (the "TRUSTEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture (as hereinafter defined). WITNESSETH WHEREAS, the Company and the Trustee are parties to that certain Indenture dated as of June 22, 2004, between the Company and the Trustee (the "INDENTURE") pursuant to which the Company has issued its 3.50% Convertible Senior Debentures due 2034 (the "DEBENTURES"); WHEREAS, each Guarantor is, directly or indirectly, a material domestic Subsidiary of the Company and materially benefits from the Debentures issued under the Indenture; WHEREAS, the Company has entered into a Credit Agreement dated as of October 20, 2004 (herein, as the same may be amended, supplemented or modified from time to time called the "Credit Agreement") among the Company, various lenders party thereto (the "Lenders"), Bank of America, N.A., as Trustee, and Banc of America Securities LLC, as sole lead arranger and sole book manager; WHEREAS, the Credit Agreement requires that the Guarantors (as defined in the Guaranty Agreement referred to below) execute and deliver a guaranty agreement as more fully provided for therein (herein as the same may be amended, supplemented or modified from time to time called the "Credit Agreement Guaranty") with respect to the Company's obligations under the Credit Agreement and related documents; WHEREAS, the Guarantors have deemed it advisable and in the best interest of the Guarantors to voluntarily execute and deliver to the Trustee for the benefit of the Debentureholders, a Guaranty Agreement in substantially the form of the Guaranty Agreement attached hereto as Exhibit A (such Guaranty Agreement, as the same may be amended, supplemented or modified from time to time, called the "Guaranty Agreement"), it being understood that pursuant to its terms the Guaranty Agreement shall automatically terminate concurrent with any release or termination of the Credit Agreement Guaranty; WHEREAS, Section 11.01 (i) of the Indenture permits the Company and the Trustee (without consent of Debentureholders) to make changes to the terms of the Indenture that do not individually or in the aggregate have a material adverse effect on the interests of the Debentureholders; WHEREAS, this Supplement is intended to amend the Indenture to provide for the Guaranty Agreement, and is permitted pursuant to Section 11.01 of the Indenture; WHEREAS, the Board of Directors of the Company has authorized the execution and delivery by the Company of this Supplement; WHEREAS, the Company has requested that the Trustee execute and deliver this Supplement and the Guaranty Agreement; and WHEREAS, all other acts and things necessary to constitute a valid and binding supplemental indenture, enforceable in accordance with its terms, have been done and performed, and the execution of this Supplement has in all respects been duly authorized. NOW, THEREFORE, the Company and the Trustee, for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the equal and proportionate benefit of all Debentureholders, hereby join in the execution and delivery of this Supplement in order to supplement the Indenture as follows: ARTICLE I AMENDMENT SECTION 1.1 Article 1 (Definitions) of the Indenture is hereby amended to add the following definition in Section 1.01 Definitions in alphabetical order: "Guarantor" has the meaning assigned thereto in the Guaranty Agreement. "Guaranty Agreement" - has the meaning specified in Section 16.15. SECTION 1.2 Article 16 (Miscellaneous) of the Indenture is hereby amended by adding Section 16.15 as follows: "Section 16.15. Guaranty Agreement. The Debentures shall be guaranteed by the Guarantors pursuant and subject to the terms and provisions of the Guaranty Agreement (it being understood that the Guaranty Agreement is subject to the termination provisions of Section 22 thereof). In addition to all other rights and remedies available to the Trustee under the Indenture or at law or in equity, the Trustee is authorized to enforce the Guaranty Agreement pursuant to the terms and provisions thereof." ARTICLE II ACKNOWLEDGEMENT OF THE TRUSTEE SECTION 2.1 TRUSTEE ACKNOWLEDGMENT. The Company hereby requests that the Trustee (a) execute and deliver this Supplement and the Guaranty Agreement and (b) accept and hold the Guaranty Agreement for the benefit of the Debentureholders. The Trustee acknowledges receipt of a counterpart of the Guaranty Agreement executed by the Guarantors and the Trustee, together with (i) the documents provided for in Section 11.05 of the Indenture, and (ii) resolutions of the board of directors (or equivalent governing body) of each of the Guarantors as certified by the Secretary or Assistant Secretary of each of such Guarantors. The Trustee agrees to be bound by the termination and release provisions of Section 22 of the Guaranty Agreement. ARTICLE III MISCELLANEOUS SECTION 3.1 EFFECTIVENESS AND EFFECT. Upon execution hereof by the Company and the Trustee, this Supplement shall become effective. The provisions set forth in this Supplemental shall be deemed to be, and shall be construed as part of, the Indenture. All references to the Indenture in the Indenture or in any other agreement, document or instrument delivered in connection therewith or pursuant thereto shall be deemed to refer to the Indenture as amended by this Supplement. The Indenture shall remain in full force and effect as modified by this Supplement. SECTION 3.2 COUNTERPARTS. This Supplement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which shall together constitute one and the same instrument. SECTION 3.3 GOVERNING LAW. This Supplement shall be governed by and construed in accordance with the laws of the state of New York, as applied to contracts made and performed within the state of New York. IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed by their respective officers thereunto duly authorized as of the date first written above. KELLWOOD COMPANY By: /s/ W. Lee Capps, III Name: W. Lee Capps, III Title: Executive Vice President Finance and Chief Financial Officer UNION BANK OF CALIFORNIA, N.A. By: /s/ Andrew R. Ball Name: Andrew R. Ball Title: Vice President EXHIBIT A GUARANTY AGREEMENT ------------------ (Attached.)