Saks Fifth Avenue 2008 Annual Report Download - page 152

Exhibit 4.4.2
Second Supplemental Indenture
9-7/8% Notes due 2011
Dated as of February 12, 2002
This is a Second 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, as Trustee (the “Trustee”), and SCIL Store Holdings, Inc., a Delaware corporation (the “New Guarantor”).
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, 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 Guarantor. 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 the New Guarantor as a “Guarantor” thereunder.
Accordingly, by its execution of this Supplemental Indenture, the New Guarantor acknowledges and agrees that it 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. As part of a corporate reorganization, (a) Saks Shipping Company, Inc., a Guarantor,
merged with and into McRae’s, Inc., a Guarantor, and (b) saksfifthavenue.com, inc., a Guarantor, merged with and into Saks Direct,
Inc., a Guarantor. McRae’s, Inc., by its execution of this Supplemental Indenture and as permitted by Section 9.01(a) of the Indenture,
assumes all of the covenants in the Indenture and in the Note Guarantee of Saks Shipping Company, Inc. Saks Direct, Inc., by its
execution of this Supplemental Indenture and as permitted by Section 9.01(a) of the Indenture, assumes all of the covenants in the
Indenture and in the Note Guarantee of saksfifthavenue.com, inc.