Saks Fifth Avenue 2008 Annual Report Download - page 123

Exhibit 4.2.7
SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 19, 2005, among Saks
Incorporated, a corporation incorporated under the laws of the State of Tennessee (the “Company”), as issuer, the Subsidiary
Guarantors listed on the signature pages hereto (the “Guarantors”), as guarantors, and J.P. Morgan Trust Company, National
Association, a national banking association organized under the laws of the United States of America and successor in interest to The
First National Bank of Chicago (the “Trustee”), as trustee.
W I T N E S S E T H:
WHEREAS, the Company, the Guarantors and the Trustee have heretofore entered into an Indenture, dated as of December 2,
1998, relating to the Company’s 7 1/2% Notes due 2010 (the “Notes”), as amended and supplemented prior to the date hereof (the
“Original Indenture”);
WHEREAS, the Company has commenced (i) an offer to purchase for cash any and all Outstanding Notes and (ii) a concurrent
solicitation of consents from Holders of the Notes to among other things, certain amendments (the “Amendments”) to the Original
Indenture which are set forth in this Supplemental Indenture;
WHEREAS, the Company has received the written consent to the Amendments from Holders of a majority in aggregate
principal amount of the Outstanding Notes; and
WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of Holders of the Notes as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
The Original Indenture together with this Supplemental Indenture are hereinafter sometimes collectively referred to as the
“Indenture.” For the avoidance of doubt, references to any “Section” of the “Indenture” refer to such Section of the Original
Indenture as supplemented and amended by this Supplemental Indenture. All capitalized terms which are used herein and not
otherwise defined herein are defined in the Original Indenture and are used herein with the same meanings as in the Original
Indenture. If a capitalized term is defined in the Original Indenture and this Supplemental Indenture, the definition in this
Supplemental Indenture shall apply to the Indenture and the Notes.