Saks Fifth Avenue 2008 Annual Report Download - page 133

Exhibit 4.3.1
Second Supplemental Indenture
7-3/8% Notes due 2019
Dated as of May 18, 2000
This is a Second Supplemental Indenture (this “Supplemental Indenture”) among Saks Incorporated, a Tennessee corporation
(the “Company”), the Subsidiary Guarantors named herein, as Guarantors, New York City Saks, LLC, a New York limited liability
company (“LLC”), Saks Fifth Avenue Texas, L.P., a Delaware limited partnership (together with LLC, the “New Guarantors”), and
Bank One Trust Company, National Association, successor in interest to The First National Bank of Chicago, as Trustee (the
“Trustee ).
Preliminary Statements
G. In accordance with Section 9.01 of the Indenture dated as of February 17, 1999, among the Company, the Subsidiary
Guarantors named therein, and the Trustee (as amended, modified, and supplemented, the “Indenture”), relating to the 7-3/8% Notes
due 2019 of the Company, the Trustee, the Company, and the Guarantors (as defined in the Indenture) have agreed to amend the
Indenture as of the date hereof to provide for the addition of additional Guarantors pursuant to the requirements of Section 10.15 of
the Indenture.
H. All things necessary to make this Supplemental Indenture a valid supplement to the Indenture according to its terms have
been done.
Terms and Conditions
The parties to this Supplemental Indenture agree as follows:
SECTION 1. Certain Terms Defined in the Indenture. All capitalized terms used herein without definition herein shall have the
meanings ascribed thereto in the Indenture.
SECTION 2. Addition of New Guarantors. In accordance with Section 10.15 of the Indenture, the Indenture is hereby
supplemented as permitted by Section 9.01(e) of the Indenture by adding each of the New Guarantors as a “Guarantor” thereunder.
Accordingly, by their execution of this Supplemental Indenture, the New Guarantors acknowledge and agree that each is a
“Guarantor” under the Indenture and is bound by and subject to all of the terms of the Indenture applicable to a Guarantor, including
without limitation, the applicable provisions of Article Twelve of the Indenture.
SECTION 3. Corporate Reorganization. (a) As part of a corporate reorganization, the following Guarantors (together, the
“Merged Guarantors”) have merged into Saks & Company: Saks Fifth Avenue, Atlanta, Inc.; Saks Fifth Avenue-Stamford Inc.;
Saks Fifth Avenue of Ohio, Inc.; Saks Fifth Avenue-Louisiana, Inc.; Saks Fifth Avenue of Missouri, Inc.; Saks Specialty Stores, Inc.;
S.F.A. Data Processing, Inc.; and SFA Real Estate Company. Saks & Company, by its execution of this Supplemental Indenture and
as permitted by Section 9.01(a) of the Indenture, assumes ell of the covenants of each of the Merged Guarantors in the Indenture and
in