Fourth Supplemental Indenture to 7% Notes Due 2004 by Saks Incorporated and Bank One Trust Company

Summary

This agreement is a Fourth Supplemental Indenture dated October 4, 2001, between Saks Incorporated, its subsidiaries as guarantors, and Bank One Trust Company as trustee. It amends the original indenture for Saks' 7% Notes due 2004, specifically replacing Section 10.16 to allow Saks and its subsidiaries to incur certain secured debts and enter into sale and leaseback transactions, provided the total does not exceed 17.5% of consolidated net tangible assets. The amendment was agreed upon by the company, guarantors, trustee, and majority noteholders.

EX-4.2 4 dex42.txt SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture 7% 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 July 23, 1999 (as amended, modified and supplemented, the "Indenture"), by and among the Company, the Guarantors and the Trustee, relating to the Company's 7% 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. -------------- 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 Liens, 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/ Charles J. Hansen --------------------------------- Senior Vice President and Assistant Secretary Attest: /s/ Scott A. Honnold -------------------------- Vice President and Assistant Secretary BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION By: /s/ Benita A. Pointer --------------------------------- Title: Account Executive Attest: /s/ Janice Ott Rotunno -------------------------- Title: Vice President and Assistant Secretary [Signatures continued on next page] -2- GUARANTORS Parisian, Inc. McRae's, Inc. McRae's Stores Partnership By: McRae's, Inc., Managing General Partner McRae's 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 Carson Pirie Holdings, Inc. Saks Distribution Centers, Inc. Saks Shipping Company, Inc. McRae's Stores Services, Inc. Jackson Leasing, LLC McRIL, LLC SCCA, LLC SCIL, LLC SFAILA, LLC SCCA Store Holdings, Inc. PMIN General Partnership By: Parisian, Inc., Managing Partner By: /s/ Charles J. Hansen ------------------------------------- Senior Vice President and Secretary Attest: /s/ Scott A. Honnold ---------------------- Title: Vice President -3-