Exhibit 4.4.3
Third Supplemental
Indenture
9-7/8% Notes due
2011
Dated as of June 23,
2004
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
”).
Preliminary
Statements
C. In accordance with
Section 9.01 of the Indenture dated as of October 4, 2001
among the Company, the Subsidiary Guarantors named therein, and the
Trustee (as amended, modified, and supplemented, the “
Indenture ”) , relating to the 9-7/8% Notes due
2011 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.
D. 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 New Guarantor
as a “Guarantor” thereunder. Accordingly, by their
execution of this Supplemental Indenture, the New Guarantors
acknowledge and agree that they are “Guarantors” under
the Indenture and are bound by and subject to all of the terms of
the Indenture applicable to Guarantors, 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 same
instrument.
SECTION 5. Severability . In
case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 6. Ratification .
Except as expressly amended hereby, each provision of the Indenture
shall remain in full force and effect and, as amended hereby, the
Indenture is in all respects agreed to, ratified and confirmed by
each of the part
