Saks Incorporated And the Guarantors Listed on Schedule IV Hereto Purchase Agreement May 20, 2009Purchase Agreement • May 27th, 2009 • Saks Inc • Retail-department stores • New York
Saks Incorporated, a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Initial Purchasers named in Schedule I hereto (the “Initial Purchasers”) (a) an aggregate of $105,000,000 principal amount of the 7.50% Convertible Notes due December 1, 2013 (the “Notes”), convertible into common stock, par value $0.10 per share of the Company (the “Stock”) (such aggregate principal amount of Notes, the “Firm Securities”) and, (b) at the election of the Initial Purchasers, up to an aggregate of $15,000,000 additional principal amount of Notes (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Initial Purchasers elect to purchase pursuant to Section 2 hereof, and the Guarantees as defined below, are herein collectively called the “Securities”). Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated will act as joint global coordinators and joint book-running managers for the offering.
Saks Incorporated, as Issuer, The Subsidiary Guarantors named herein, as Guarantors and The Bank of New York Mellon, as Trustee INDENTURE Dated as of May 27, 2009 7.5% Convertible Notes due 2013Indenture • May 27th, 2009 • Saks Inc • Retail-department stores • New York
OF NOTES (INCLUDING THROUGH THE EXERCISE BY THE INITIAL PURCHASERS OF THEIR OPTION TO PURCHASE ADDITIONAL NOTES) UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED PROVIDED THAT ALL HOLDERS AFTER SUCH DATE SHALL CONTINUE TO BE REQUIRED TO TRANSFER SECURITIES IN CONFORMITY WITH THE REQUIREMENTS OF APPLICABLE SECURITIES LAWS.”
