Saks Fifth Avenue 2009 Annual Report Download - page 121

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SECTION 2. Addition of New Guarantor. In accordance with Section 3.15 of the Indenture, the Indenture is hereby supplemented as permitted by
Section 14.1(g) of the Indenture by adding the New Guarantor as a “Guarantor” thereunder. Accordingly, by its execution of this Supplemental Indenture, the
New Guarantor acknowledges and agrees that it 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. Pursuant to Section 14.1(i) of the Indenture, as part of an internal corporate reorganization, (a) Jackson Leasing,
LLC, a Guarantor, merged with and into Jackson Office Properties, Inc., a Guarantor; (b) SFAILA, LLC, a Guarantor, merged with and into Saks Fifth Avenue,
Inc., a Guarantor; (c) Jackson Office Properties, Inc., a Guarantor, merged with and into Saks Fifth Avenue, Inc., a Guarantor; (d) Saks Fifth Avenue Distribution
Company, a Guarantor, merged with and into Saks & Company, a Guarantor; (e) Saks Direct, Inc., a Guarantor, merged with and into the New Guarantor;
(f) SCIL Store Holdings, Inc., a Guarantor, merged with and into SCCA Store Holdings, Inc., a Guarantor; (g) SCIL, LLC, a Guarantor, merged with and into
SCCA Store Holdings, Inc., a Guarantor; (h) SCCA, LLC, a Guarantor, merged with and into SCCA Store Holdings, Inc., a Guarantor; and (i) New York City
Saks, LLC, a Guarantor, merged with and into Saks & Company, a Guarantor. Saks Fifth Avenue, Inc., by its execution of this Supplemental Indenture, assumes
all of the covenants in the Indenture and in the Note Guarantee of SFAILA, LLC, Jackson Office Properties, Inc. and Jackson Leasing, LLC. Saks & Company,
by its execution of this Supplemental Indenture, assumes all of the covenants in the Indenture and in the Note Guarantee of Saks Fifth Avenue Distribution
Company and New York City Saks, LLC. The New Guarantor, by its execution of this Supplemental Indenture, assumes all of the covenants in the Indenture and
in the Note Guarantee of Saks Direct, Inc. SCCA Store Holdings, Inc., by its execution of this Supplemental Indenture, assumes all of the covenants in the
Indenture and in the Note Guarantee of SCIL Store Holdings, Inc., SCIL, LLC and SCCA, LLC.
SECTION 4. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York.
SECTION 5. 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.
SECTION 6. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 7. Ratification. Except as expressly amended hereby, each provision of the Indenture shall remain in full force and effect and, as amended
hereby, the Indenture is in all respects agreed to, ratified and confirmed by each of the parties hereto.
SECTION 8. Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements
herein are deemed to be those of the Company and the Guarantors and not those of the Trustee.
Source: SAKS INC, 10-K, March 18, 2010 Powered by Morningstar® Document Research℠