0001193125-09-061056 Sample Contracts

Amendment to Employment Agreement
Employment Agreement • March 23rd, 2009 • Saks Inc • Retail-department stores

This Amendment to the Employment Agreement (the “Agreement”), dated as of April 17, 2007 between Kevin G. Wills (the “Executive”) and Saks Incorporated (the “Company”) is entered into as of December 18, 2008 by the Company and the Executive.

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Employment Agreement [Date]
Employment Agreement • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

This Employment Agreement (this “Agreement”) is entered into as of the day of (the “Effective Date”) by and between Saks Incorporated (the “Company”) and (the “Executive”).

Fourth Supplemental Indenture 7-3/8% Notes due 2019 Dated as of November 19, 2001
Fourth Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

This is a Fourth Supplemental Indenture (this “Supplemental Indenture”) among Saks Incorporated, a Tennessee corporation (the “Company”), the Subsidiary Guarantors that are signatories hereto, as Guarantors, Bank One Trust Company, National Association, successor in interest to The First National Bank of Chicago, as Trustee (the “Trustee”), and each of the following (together the “New Guarantors”): saksfifthavenue.com, inc, a Delaware corporation; Saks Wholesalers, Inc., an Alabama corporation, and Tex SFA, Inc., a New York corporation.

Fifth Supplemental Indenture 7-1/2% Notes due 2010 Dated as of February 12, 2002
Fifth Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

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, Bank One Trust Company, National Association, successor in interest to The First National Bank of Chicago, as Trustee (the “Trustee”), and SCIL Store Holdings, Inc., a Delaware corporation (the “New Guarantor”).

Third Supplemental Indenture 7-3/8% Notes due 2019 Dated as of April 18, 2001
Third Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

This is a Third Supplemental Indenture (this “Supplemental Indenture”) among Saks Incorporated, a Tennessee corporation (the “Company”), the Subsidiary Guarantors that are signatories hereto, as Guarantors, Bank One Trust Company, National Association, successor in interest to The First National Bank of Chicago, as Trustee (the “Trustee”), and each of the following (together the “New Guarantors”): Jackson Leasing, LLC, a Mississippi limited liability company; McRIL, LLC, a Virginia limited liability company; SCCA, LLC, a Virginia limited liability company; SCIL, LLC, a Virginia limited liability company; SFAILA, LLC, a Virginia limited liability company; SCCA Store Holdings, Inc., a Delaware corporation; and PMIN General Partnership, a Virginia general partnership.

First Supplemental Indenture 7% Notes due 2013 Dated as of May 20 2004
First Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

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, as Trustee (the “Trustee”); NorthPark Fixtures, Inc., a Delaware corporation, Saks Wholesalers, Inc., an Alabama corporation, and Tex SFA, Inc., a New York corporation (together, the “New Guarantors”).

Sixth Supplemental Indenture 7-3/8% Notes due 2019 Dated as of June 23, 2004
Sixth Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

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; J.P. Morgan 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”).

First Supplemental Indenture 9-7/8% Notes due 2011 Dated as of November 19, 2001
First Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

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, Bank One Trust Company, National Association, as Trustee (the “Trustee”), and each of the following (together the “New Guarantors”): saksfifthavenue.com, inc, a Delaware corporation; Saks Wholesalers, Inc., an Alabama corporation, and Tex SFA, Inc., a New York corporation.

Amendment to Employment Agreement
Employment Agreement • March 23rd, 2009 • Saks Inc • Retail-department stores

This Amendment to the Employment Agreement (the “Agreement”), dated as of October 15, 2007, between Carolyn R. Biggs (the “Executive”) and Saks Incorporated (the “Company”) is entered into as of June 13th, 2008 by the Company and the Executive.

SEVENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 19, 2005, among Saks Incorporated, a corporation incorporated under the laws of the State of Tennessee (the “Company”), as issuer, the Subsidiary Guarantors listed on the signature pages hereto (the “Guarantors”), as guarantors, and J.P. Morgan Trust Company, National Association, a national banking association organized under the laws of the United States of America and successor in interest to The First National Bank of Chicago (the “Trustee”), as trustee.

Third Supplemental Indenture 9-7/8% Notes due 2011 Dated as of June 23, 2004
Third Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

This is a Third Supplemental Indenture (this “Supplemental Indenture”) among Saks Incorporated, a Tennessee corporation (the “Company”); the Subsidiary Guarantors that are signatories hereto, as Guarantors; J.P. Morgan Trust Company, National Association, successor in interest to Bank One Trust Company, National Association, as Trustee (the “Trustee”); Merchandise Credit, LLC, a Virginia limited liability company, and NorthPark Fixtures, Inc., a Delaware corporation (together, the “New Guarantors”).

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

This FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of February 17, 1999, among SAKS INCORPORATED, a Tennessee corporation (the “Company”), the Subsidiary Guarantors named herein, as Guarantors, HERBERGER’S DEPARTMENT STORES, LLC, a Minnesota limited liability company ( “Herberger’s Stores”), SAKS STORES PARTNERSHIP, L.P., a Tennessee limited partnership, (“Sales Stores”), CARSON PIRIE HOLDINGS, INC., a Delaware corporation (“Carson Holdings”), SAKS DISTRIBUTION CENTERS, INC., an Illinois corporation (“Saks Distribution”), SAKS SHIPPING COMPANY, INC. an Illinois corporation (“Sales Shipping”) and MCRAE’S STORES SERVICES, INC., an Illinois corporation (“McRae’s Services; Herberger’s Stores, Saks Stores, Carson Holdings, Saks Distribution, Sales Shipping and McRae’s Services are collectively referred to herein as the “New Guarantors”) and THE FIRST NATIONAL BANK OF CHICAGO, as Trustee (the “Trustee”).

Second Supplemental Indenture 7-1/2% Notes due 2010 Dated as of May 18, 2000
Second Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

This is a Second Supplemental Indenture (this “Supplemental Indenture”) among Saks Incorporated, a Tennessee corporation (the “Company”), the Subsidiary Guarantors named herein, as Guarantors, New York City Saks, LLC, a New York limited liability company (“LLC”) Saks Fifth Avenue Texas, L.P., a Delaware limited partnership (together with LLC, the “New Guarantors”), and Bank One Trust Company, National Association, successor in interest to The First National Bank of Chicago, as Trustee (the “Trustee”).

Sixth Supplemental Indenture 7-1/2% Notes due 2010 Dated as of June 23, 2004
Sixth Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

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; J.P. Morgan 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”).

Second Supplemental Indenture 7-3/8% Notes due 2019 Dated as of May 18, 2000
Second Supplemental Indenture • March 23rd, 2009 • Saks Inc • Retail-department stores • New York

This is a Second Supplemental Indenture (this “Supplemental Indenture”) among Saks Incorporated, a Tennessee corporation (the “Company”), the Subsidiary Guarantors named herein, as Guarantors, New York City Saks, LLC, a New York limited liability company (“LLC”), Saks Fifth Avenue Texas, L.P., a Delaware limited partnership (together with LLC, the “New Guarantors”), and Bank One Trust Company, National Association, successor in interest to The First National Bank of Chicago, as Trustee (the “Trustee ).

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