Saks Fifth Avenue 2009 Annual Report Download - page 112

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Exhibit 4.23
Fifth Supplemental Indenture
9 7/8% Notes due 2011
Dated as of January 31, 2010
This is a Fifth Supplemental Indenture (this “Supplemental Indenture”) among Saks Incorporated, a Tennessee corporation (the “Company”), the
Subsidiary Guarantors that are signatories hereto, as Guarantors, The Bank of New York Mellon (successor in interest to JPMorgan Chase Bank, N.A., successor
in interest to Bank One Trust Company, National Association), as Trustee (the “Trustee”), and Saks Direct, LLC, a Delaware limited liability company (the
“New Guarantor”).
Preliminary Statements
A. 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 by four prior supplemental indentures, 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 an additional Guarantor pursuant to the requirements of Section 10.15 of the Indenture and to evidence a corporate reorganization pursuant to
Sections 9.01(a) and 9.01(h) of the Indenture.
B. Since the date of the Fourth Supplemental Indenture, dated as of July 1, 2005, among the Company, the Subsidiary Guarantors named therein, as
Guarantors, and JPMorgan Chase Bank, N.A., as trustee (the “Fourth Supplemental Indenture”), Saks Fifth Avenue Texas, L.P. merged with and into Saks
Fifth Avenue Texas LLC effective June 30, 2007, and the following transactions or name changes have occurred with respect to the following Guarantors under
the Fourth Supplemental Indenture pursuant to a reorganization in 2006: Carson Pirie Holdings, Inc. merged into Parisian, Inc.; McRae’s, Inc. distributed its
interest in both McRae’s Stores Partnership and PMIN General Partnership to Parisian, Inc., thereby terminating McRae’s Stores Partnership and PMIN General
Partnership; Saks Incorporated sold its equity interests in Herberger’s Department Stores, LLC and the stock of Parisian, Inc. to The Bon-Ton Stores, Inc.
(“Bon-Ton”); McRae’s, Inc. was wholly-owned by Parisian, Inc. and was also sold to Bon-Ton; McRIL, LLC was wholly-owned by McRae’s, Inc. and was sold
to Bon-Ton; Saks Distribution Centers, Inc. was wholly-owned by McRae’s, Inc. and was sold to Bon-Ton; McRae’s of Alabama, Inc. changed its name to
Parisian Stores, Inc. and was sold to Belk, Inc. (“Belk”); Saks Wholesalers, Inc. changed its name to Parisian Wholesalers, Inc. and was sold to Belk; and
McRae’s Store Services, Inc. changed its name to Club Libby Lu, Inc.
C. All things necessary to make this Supplemental Indenture a valid and legally binding 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.
Source: SAKS INC, 10-K, March 18, 2010 Powered by Morningstar® Document Research℠