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
execution of this Supplemental Indenture and as
permitted by Section 9.01(a), assumes all of the respective
covenants of Holding and CPS & Stores in the Indenture and
in the applicable Note Guarantee.
SECTION 4. Governing Law .
This Supplemental Indent
