0001193125-04-050832 Sample Contracts

Saks Incorporated, as Issuer, The Subsidiary Guarantors named herein, as Guarantors, and The Bank of New York Trust Company, N.A., as Trustee
Indenture • March 26th, 2004 • Saks Inc • Retail-department stores • New York

INDENTURE, dated as of March 23, 2004, among Saks Incorporated, a corporation incorporated under the laws of the State of Tennessee (the “Company”) as issuer, the Subsidiary Guarantors named herein (the “Guarantors”), as guarantors and The Bank of New York Trust Company, N.A. (the “Trustee”) as trustee.

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Saks Incorporated Registration Rights Agreement March 23, 2004
Registration Rights Agreement • March 26th, 2004 • Saks Inc • Retail-department stores • New York

SAKS INCORPORATED, a Tennessee corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 2.00% Convertible Senior Notes due 2024 (the “Securities”) which are guaranteed by the subsidiaries of the Company listed in Schedule I hereto (the “Guarantors,” and, together with the Company, the “Issuers”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers agree, jointly and severally, with the Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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