Sixth Supplemental Indenture 7 3/8% Notes



 Exhibit 4.3.5 
 Sixth Supplemental Indenture 
 7-3/8% Notes due 2019 
 Dated as of June 23, 2004 
 This
is a Sixth 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, ultimate successor in interest to The First National Bank of Chicago, as Trustee (the “Trustee”); and Merchandise Credit, LLC, a Virginia limited liability company, and
NorthPark Fixtures, Inc., a Delaware corporation (together, the “New Guarantors”). 
 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 New Guarantor as a “Guarantor” thereunder. Accordingly, by its 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 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 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 parties hereto. 
  

			
	Saks Incorporated
		
	By:	 	/s/ George W. Carlis
	George W. Carlis, Senior Vice President


  

			
	
		
	Attest:	 	/s/ Charles J. Hansen
	 Charles J. Hansen, Executive Vice President
and Secretary


  

			
	 J.P. Morgan Trust Company, National
 Association, ultimate successor in interest to
 The First National Bank of Chicago, as Trustee

		
	By:	 	 
	Assistant Vice President


  

			
	
		
	Attest:	 	 
	Title:	 	Vice President

 [Signatures continued on next page.] 







 [Signature Page to Supplemental Indenture dated as of June 23, 2004 regarding Saks Incorporated]

  

			
	Carson Pirie Holdings, Inc.
	Herberger’s Department Stores, LLC
	Jackson Leasing, LLC
	McRae’s, Inc.
	McRae’s of Alabama, Inc.
	McRae’s Stores Partnership
	    By:	 	McRae’s, Inc., Managing General Partner
	McRae’s Stores Services, Inc.
	McRIL, LLC
	Merchandise Credit, LLC
	New York City Saks, LLC
	NorthPark Fixtures, Inc.
	Parisian, Inc.
	 PMIN General Partnership, a Virginia
     general partnership

	    By:	 	 Parisian, Inc., Managing Partner

	 Saks & Company

	 Saks Direct, Inc. (formerly SFA Folio
     Collections, Inc.)
 Saks Distribution Centers, Inc.

	Saks Fifth Avenue, Inc.
	Saks Fifth Avenue Distribution Company
	Saks Fifth Avenue of Texas, Inc.
	Saks Fifth Avenue Texas, L.P.
	Saks Holdings, Inc.
	Saks Wholesalers, Inc.
	SCCA Store Holdings, Inc.
	SCIL, LLC
	SCIL Store Holdings, Inc.
	SFAILA, LLC
	Tex SFA, Inc.
		
	By:	 	/s/ Charles J. Hansen
	 Charles J. Hansen, Executive Vice President
 and Secretary



  

			
		
	Attest:	 	/s/ George W. Carlis
	 George W. Carlis, Senior Vice President
 and
Assistant Secretary


 [Signatures continued on next page.] 







 [Signature Page to Supplemental Indenture dated as of June 23, 2004 regarding Saks Incorporated]

  

			
	SCCA, LLC
		
	By:	 	/s/ Charles J. Hansen
	 Charles J. Hansen, Executive Vice President
and Secretary



  

			
		
	Attest:	 	/s/ George W. Carlis
	 George W. Carlis, Senior Vice President
and Assistant Secretary