Exhibit 4.3.2
Third Supplemental
Indenture
7-3/8% Notes due
2019
Dated as of April 18,
2001
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.
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
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. Governing Law .
This Supplemental Indenture shall be governed by the laws of the
State of New York.
SECTION 4. Counterparts .
This Supplemental Indenture may be signed in any number of
counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the
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