Exhibit 4.3.1
Second Supplemental
Indenture
7-3/8% Notes due
2019
Dated as of May 18,
2000
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 ).
Preliminary
Statements
G. 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.
H. 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 of the New
Guarantors as a “Guarantor” thereunder. Accordingly, by
their execution of this Supplemental Indenture, the New Guarantors
acknowledge and agree that each 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 . (a) As part of a corporate
reorganization, the following Guarantors (together, the “
Merged Guarantors ”) have merged into
Saks & Company: Saks Fifth Avenue, Atlanta, Inc.; Saks
Fifth Avenue-Stamford Inc.; Saks Fifth Avenue of Ohio, Inc.; Saks
Fifth Avenue-Louisiana, Inc.; Saks Fifth Avenue of Missouri, Inc.;
Saks Specialty Stores, Inc.; S.F.A. Data Processing, Inc.; and SFA
Real Estate Company. Saks & Company, by its execution of
this Supplemental Indenture and as permitted by
Section 9.01(a) of the Indenture, assumes ell of the covenants
of each of the Merged Guarantors in the Indenture and in
the Note Guarantee of each of the Merged
Guarantors. (b) Saks Stores Partnership, L.P. was
dissolv
