Sixth Supplemental Indenture 7-3/8% Notes due 2019 Dated as of June 23, 2004
Exhibit 4.3.5
7-3/8% Notes due 2019
Dated as of June 23, 2004
This is a Sixth Supplemental Indenture (this “Supplemental Indenture”) among Saks Incorporated, a Tennessee corporation (the “Company”); the Subsidiary Guarantors that are signatories hereto, as Guarantors; X.X. Xxxxxx Trust Company, National Association, ultimate successor in interest to The First National Bank of Chicago, as Trustee (the “Trustee”); and Merchandise Credit, LLC, a Virginia limited liability company, and NorthPark Fixtures, Inc., a Delaware corporation (together, the “New Guarantors”).
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 New Guarantor as a “Guarantor” thereunder. Accordingly, by its 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 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.
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.
SECTION 5. 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 6. 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.
| Saks Incorporated | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx, Senior Vice President | ||
| Attest: | /s/ Xxxxxxx X. Xxxxxx | |
| Xxxxxxx X. Xxxxxx, Executive Vice President | ||
| X.X. Xxxxxx Trust Company, National Association, ultimate successor in interest to The First National Bank of Chicago, as Trustee | ||
| By: | ||
| Assistant Vice President | ||
| Attest: | ||
| Title: | Vice President | |
[Signatures continued on next page.]
[Signature Page to Supplemental Indenture dated as of June 23, 2004 regarding Saks Incorporated]
| Xxxxxx Xxxxx Holdings, Inc. | ||
| Herberger’s Department Stores, LLC | ||
| Xxxxxxx Leasing, LLC | ||
| XxXxx’x, Inc. | ||
| XxXxx’x of Alabama, Inc. | ||
| XxXxx’x Stores Partnership | ||
| By: | XxXxx’x, Inc., Managing General Partner | |
| XxXxx’x Stores Services, Inc. | ||
| McRIL, LLC | ||
| Merchandise Credit, LLC | ||
| New York City Saks, LLC | ||
| NorthPark Fixtures, Inc. | ||
| Parisian, Inc. | ||
| PMIN General Partnership, a Virginia general partnership | ||
| By: | Parisian, Inc., Managing Partner | |
| Saks & Company | ||
| Saks Direct, Inc. (formerly SFA Folio Collections, Inc.) Saks Distribution Centers, Inc. | ||
| Saks Fifth Avenue, Inc. | ||
| Saks Fifth Avenue Distribution Company | ||
| Saks Fifth Avenue of Texas, Inc. | ||
| Saks Fifth Avenue Texas, L.P. | ||
| Saks Holdings, Inc. | ||
| Saks Wholesalers, Inc. | ||
| SCCA Store Holdings, Inc. | ||
| SCIL, LLC | ||
| SCIL Store Holdings, Inc. | ||
| SFAILA, LLC | ||
| Tex SFA, Inc. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Xxxxxxx X. Xxxxxx, Executive Vice President and Secretary | ||
| Attest: | /s/ Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx, Senior Vice President and Assistant Secretary | ||
[Signatures continued on next page.]
[Signature Page to Supplemental Indenture dated as of June 23, 2004 regarding Saks Incorporated]
| SCCA, LLC | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Xxxxxxx X. Xxxxxx, Executive Vice President | ||
| Attest: | /s/ Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx, Senior Vice President | ||
