Saks Fifth Avenue 2009 Annual Report Download - page 123

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Exhibit 4.32
First Supplemental Indenture
7.5% Convertible Notes due 2013
Dated as of January 31, 2010
This is a First 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, as Trustee (the “Trustee”), and Saks Direct, LLC, a Delaware
limited liability company (the “New Guarantor”).
Preliminary Statements
A. In accordance with Section 8.01 of the Indenture dated as of May 27, 2009, among the Company, the Subsidiary Guarantors named therein, and the
Trustee (the “Indenture”), relating to the 7.5% Convertible Notes due 2013 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 3.08 of the Indenture and to evidence a corporate reorganization pursuant to Section 8.01(h) of the Indenture.
B. 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.
SECTION 2. Addition of New Guarantor. In accordance with Section 3.08 of the Indenture, the Indenture is hereby supplemented as permitted by
Section 12.03 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 8.01(h) 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.
Source: SAKS INC, 10-K, March 18, 2010 Powered by Morningstar® Document Research℠