Exhibit 4.3.4
Fifth Supplemental
Indenture
7-3/8% Notes due
2019
Dated as of February 12,
2002
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 ”).
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
Guarantor . 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 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 . As part of a corporate reorganization,
(a) Saks Shipping Company, Inc., a Guarantor, merged with and
into McRae’s, Inc., a Guarantor, and
(b) saksfifthavenue.com, inc., a Guarantor, merged with and
into Saks Direct, Inc., a Guarantor. McRae’s, Inc., by its
execution of this Supplemental Indenture and as permitted by
Section 9.01(a) of the Indenture, assumes all of the covenants
in the Indenture and in the Note Guarantee of Saks Shipping
Company, Inc. Saks Direct, Inc., by its execution of this
Supplemental Indenture and as permitted by Section 9.01(a) of
the Indenture, assumes all of the covenants in the Indenture and in
the Note Guarantee of saksfifthavenue.com, inc.
SECTION 4. Governing Law .
This Supplemental Indenture shall be govern
