Saks Fifth Avenue 2008 Annual Report Download - page 103

Exhibit 4.2.1
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of February 17, 1999, among SAKS
INCORPORATED, a Tennessee corporation (the “Company”), the Subsidiary Guarantors named herein, as Guarantors,
HERBERGER’S DEPARTMENT STORES, LLC, a Minnesota limited liability company ( “Herberger’s Stores”), SAKS STORES
PARTNERSHIP, L.P., a Tennessee limited partnership, (“Sales Stores”), CARSON PIRIE HOLDINGS, INC., a Delaware
corporation (“Carson Holdings”), SAKS DISTRIBUTION CENTERS, INC., an Illinois corporation (“Saks Distribution”), SAKS
SHIPPING COMPANY, INC. an Illinois corporation (“Sales Shipping”) and MCRAE’S STORES SERVICES, INC., an Illinois
corporation (“McRae’s Services; Herberger’s Stores, Saks Stores, Carson Holdings, Saks Distribution, Sales Shipping and McRae’s
Services are collectively referred to herein as the “New Guarantors”) and THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee (the “Trustee”).
WITNESSETH:
WHEREAS, in accordance with Section 9.01 of the Indenture dated as of December 2, 1998, among the Company, the
Subsidiary Guarantors named therein and the Trustee (as amended, modified or supplemented, the “Indenture”), relating to the 7-
1/2% Notes due 2010 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 six additional Guarantors pursuant to the requirements of
Section 10.15 of the Indenture;
WHEREAS, all things necessary to make this Supplemental Indenture a valid supplement to the Indenture according to its terms
have been done;
NOW, THEREFORE, the parties hereto hereby 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 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. G.R. Herberger’s, Inc. has merged with and into the Company. Carson Pirie Scott &
Co. (“CPS & Co.”) has merged with and into Parisian, Inc. Parisian, Inc., by its execution of this Supplemental Indenture and as
permitted by Section 9.01(a), assumes all of the covenants of CPS & Co. in the Indenture and in the applicable Note Guarantee. CPS
Holding Co. (“Holding”) has merged with and into CPS Department Stores (“CPS Stores”) who has, in turn, merged with and to
McRae’s, Inc. McRae’s, Inc., by its