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.
SECTION 4. Governing Law .
This Supp
