Fourth Supplemental Indenture
7 1/4% Notes due 2004
Dated as of October 4, 2001
This is a Fourth Supplemental Indenture (this "Supplemental Indenture") by
and among Saks Incorporated, a Tennessee corporation (the "Company"), the
Company's subsidiaries appearing on the signature pages hereto, as Guarantors
(the "Guarantors"), and Bank One Trust Company, National Association (successor
in interest to The First National Bank of Chicago), as Trustee (the "Trustee").
All capitalized terms herein but not defined shall have the meanings ascribed to
them by the Indenture (as defined below).
Preliminary Statements
A. In accordance with Section 9.02 of the Indenture dated as of November
25, 1998 (as amended, modified and supplemented, the "Indenture"), by and among
the Company, the Guarantors and the Trustee, relating to the Company's 7 1/4%
Notes due 2004 (the "Notes"), the Trustee, the Company, the Guarantors and
Holders of a majority in aggregate principal amount of the Outstanding Notes
have agreed to amend the Indenture as of the date hereof.
B. All things necessary to make this Supplemental Indenture a valid
supplement to the Indenture according to its terms have been done.
Amendments to Indenture
The parties to this Supplemental Indenture agree as follows:
Section 10.16 of the Indenture is hereby deleted in its entirety and the
following new Section 10.16 shall be substituted in lieu thereof:
"Section 10.16 Exempted Debts.
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Notwithstanding the restrictions in this Indenture contained in
Sections 10.11 and 10.13, the Company or its Subsidiaries may, in addition
to amounts permitted under such restrictions, issue, assume or guarantee
Indebtedness secured by ▇▇▇▇▇, or enter into Sale and Leaseback
Transactions; provided, however, that, after giving effect thereto, the
aggregate outstanding amount of all such Indebtedness secured by Liens plus
Attributable Debt resulting from such Sale and Leaseback Transactions
(collectively, the "Exempted Debt") does not exceed 17.5% of Consolidated
Net Tangible Assets at the time such Lien is granted or at the time such
Sale and Leaseback Transaction is entered into."
[Signatures on following pages]
SAKS INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Senior Vice President and
Assistant Secretary
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Vice President and
Assistant Secretary
BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Title: Account Executive
Attest: /s/ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Title: Vice President and
Assistant Secretary
[Signatures continued on next page]
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GUARANTORS
Parisian, Inc.
▇▇▇▇▇'▇, Inc.
▇▇▇▇▇'▇ Stores Partnership
By: ▇▇▇▇▇'▇, Inc., Managing General Partner
▇▇▇▇▇'▇ Of Alabama, Inc.
New York City Saks, LLC
Saks Holdings, Inc.
Saks & Company
Saks Fifth Avenue, Inc.
Saks Fifth Avenue Of Texas, Inc.
Saks Fifth Avenue Texas, L.P.
Saks Direct, Inc.
(formerly SFA Folio Collections, Inc.)
Saks Fifth Avenue Distribution Company
Herberger's Department Stores, LLC
▇▇▇▇▇▇ ▇▇▇▇▇ Holdings, Inc.
Saks Distribution Centers, Inc.
Saks Shipping Company, Inc.
▇▇▇▇▇'▇ Stores Services, Inc.
▇▇▇▇▇▇▇ Leasing, LLC
McRIL, LLC
SCCA, LLC
SCIL, LLC
SFAILA, LLC
SCCA Store Holdings, Inc.
PMIN General Partnership
By: Parisian, Inc., Managing Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Senior Vice President
and Secretary
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
Title: Vice President
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