Exhibit 4.4.1
First Supplemental
Indenture
9-7/8% Notes due
2011
Dated as of November 19,
2001
This is a First 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 each of the following (together the “ New
Guarantors ”): saksfifthavenue.com, inc, a Delaware
corporation; Saks Wholesalers, Inc., an Alabama corporation, and
Tex SFA, Inc., a New York corporation.
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
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 the 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. 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
