Saks Fifth Avenue 2008 Annual Report Download - page 136

Exhibit 4.3.2
Third Supplemental Indenture
7-3/8% Notes due 2019
Dated as of April 18, 2001
This is a Third Supplemental Indenture (this “Supplemental Indenture”) among Saks Incorporated, a Tennessee corporation
(the “Company”), the Subsidiary Guarantors that are signatories hereto, as Guarantors, Bank One Trust Company, National
Association, successor in interest to The First National Bank of Chicago, as Trustee (the “Trustee”), and each of the following
(together the “New Guarantors”): Jackson Leasing, LLC, a Mississippi limited liability company; McRIL, LLC, a Virginia limited
liability company; SCCA, LLC, a Virginia limited liability company; SCIL, LLC, a Virginia limited liability company; SFAILA,
LLC, a Virginia limited liability company; SCCA Store Holdings, Inc., a Delaware corporation; and PMIN General Partnership, a
Virginia general partnership.
Preliminary Statements
A. 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.
B. 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. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York.