Saks Fifth Avenue 2008 Annual Report Download - page 155

Exhibit 4.4.3
Third Supplemental Indenture
9-7/8% Notes due 2011
Dated as of June 23, 2004
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; J.P. Morgan Trust Company, National
Association, successor in interest to Bank One Trust Company, National Association, as Trustee (the “Trustee”); Merchandise Credit,
LLC, a Virginia limited liability company, and NorthPark Fixtures, Inc., a Delaware corporation (together, the “New Guarantors”).
Preliminary Statements
C. In accordance with Section 9.01 of the Indenture dated as of October 4, 2001 among the Company, the Subsidiary Guarantors
named therein, and the Trustee (as amended, modified, and supplemented, the “Indenture”) , relating to the 9-7/8% Notes due 2011
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.
D. 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 New Guarantor as a “Guarantor” thereunder.
Accordingly, by their execution of this Supplemental Indenture, the New Guarantors acknowledge and agree that they are
“Guarantors” under the Indenture and are bound by and subject to all of the terms of the Indenture applicable to Guarantors, 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.
SECTION 4. Counterparts. This Supplemental Indenture may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.