Exhibit 10.1
SUPPLEMENTAL
INDENTURE
SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”) dated as of
September 19, 2008, by and among E DDIE B AUER H OLDINGS ,
I NC , a Delaware corporation (the
“Company”), the subsidiaries of the Company signatory
thereto (the “Subsidiary Guarantors”) and T
HE B ANK O F
N EW Y
ORK M ELLON , FORMERLY THE BANK OF NEW YORK , not
in its individual capacity but solely as trustee under the
indenture referred to below (the “Trustee”).
Capitalized terms defined in the Indenture have the same meanings
for purposes of this Supplemental Indenture.
W I T N E S S E T H :
WHEREAS the Company heretofore
executed and delivered to the Trustee an Indenture (the
“Indenture”) dated as of April 4, 2007, providing
for the issuance of its 5.25% Convertible Senior Notes due 2014
(the “Notes”);
WHEREAS, Section 9.02 of the
Indenture provides, among other things, that, with the written
consent of the Holders of at least a majority in principal amount
of the Securities then outstanding, the Company, the Subsidiary
Guarantors and the Trustee may amend the Indenture, except as
provided therein;
WHEREAS, the Company desires to
amend the Indenture as permitted by Section 9.02;
WHEREAS, all action on the part of
the Company and the Subsidiary Guarantors necessary to authorize
the execution, delivery and performance of this Supplemental
Indenture has been duly taken;
WHEREAS, the Company has solicited
the consent (the “Consent Solicitation”) of the Holders
of the Notes to an amendment (the “Amendment”) to the
Indenture pursuant to that certain consent solicitation statement
dated September 5, 2008 (the “Consent Solicitation
Statement”);
WHEREAS, the Holders of at least a
majority in principal amount outstanding of the Notes have
consented in writing to the Amendment;
WHEREAS, the Company has delivered
to the Trustee simultaneously with the execution and delivery of
this Supplemental Indenture an Opinion of Counsel and an
Officers’ Certificate, each as contemplated by Sections 9.06
and 13.04 of the Indenture; and
WHEREAS, the Company and the
Subsidiary Guarantors desire to execute and deliver, and have
requested the Trustee to join in the execution and delivery of,
this Supplemental Indenture for the purpose of amending the
Indenture.
NOW THEREFORE, it is
