Second Supplemental Indenture 7 1/2% Notes



 Exhibit 4.2.2 
 Second Supplemental Indenture 
 7-1/2% Notes due 2010 
 Dated as of May 18, 2000 
 This is a Second
Supplemental Indenture (this “Supplemental Indenture”) among Saks Incorporated, a Tennessee corporation (the “Company”), the Subsidiary Guarantors named herein, as
Guarantors, New York City Saks, LLC, a New York limited liability company (“LLC”) Saks Fifth Avenue Texas, L.P., a Delaware limited partnership (together with LLC, the “New
Guarantors”), and Bank One Trust Company, National Association, successor in interest to The First National Bank of Chicago, as Trustee (the “Trustee”). 
 Preliminary Statements 
 E. 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, and supplemented, the
“Indenture”), relating to the 7-1/2% Notes due 2010 of the Company, the Trustee, the Company, and the Guarantor,; (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. 
 F. 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 meaning. 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 Guarantor
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. (a) As part of a corporate reorganization, the following Guarantors
(together. the “Merged Guarantors”) have merged into Saks & Company: Saks Fifth Avenue, Atlanta, Inc.; Saks Fifth Avenue-Stamford Inc.; Saks Fifth Avenue of Ohio, Inc.; Saks Fifth Avenue-Louisiana, Inc.; Saks Fifth Avenue
of Missouri. Inc.; Sales Specialty Stores, Inc.; S.P.A. Data Processing, Inc.; and SFA Real Estate Company. Saks & Company, by its execution of this Supplemental Indenture and as permitted by Section 9.01(a) of the Indenture, assumes
all of the covenants of each of the Merged Guarantors in the Indenture and in 








 
the Note Guarantee of each of the Merged Guarantors. (b) Saks Stores Partnership, L.P. was dissolved and its assets were distributed to Carson Pirie
Holdings, Inc. Carson Pirie Holdings. Inc., by [15 execution of this Supplemental Indenture and as permitted by Section 9.01(a) of the Indenture. assumes all of the covenants of Saks Stores Partnership, L.P. in the Indenture and in the Note
Guarantee, 
 SECTION 4. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York.

 SECTION 5. 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 6. Severability. In
case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 7. Ratification. Except as expressly amended hereby, each provision of the Indenture shall remain in full force and effect and, as amended
hereby, the Indenture is in all respects agreed to, ratified and confirmed by each of the parties hereto. 
  

			
	Saks Incorporated
		
	By:	 	/s/ Charles J. Hansen
	Senior Vice President and Assistant Secretary


  

			
		
	Attest:	 	 
	Vice President and Assistant Secretary

  

			
	Bank One Trust Company, National
	Association, successor in interest to The First
	National Bank of Chicago, as Trustee
		
	By:	 	/s/ Benita A. Pointer
	Title:	 	Benita A. Pointer
		 	Account Executive


  

			
		
	Attest:	 	/s/ Janice Ott Rotunno
	Title:	 	Janice Ott Rotunno








 (Signatures continued on next page) 







 [Signature Page to Supplemental Indenture dated as of May 18, 2000 regarding Saks Incorporated]

  

					
	 Parisian, Inc.

	 McRae’s, Inc.

	 McRae’s Stores Partnership

		 	 By:
	 	 McRae’s, Inc., As Managing General
 Partner




			
	 McRae’s Of Alabama, Inc.

	 New York City Sales, LLC

	 Sales Holdings, Inc.

	 Saks & Company

	 Saks Fifth Avenue, Inc.

	 Saks Fifth Avenue Of Texas, Inc.

	 Saks Fifth Avenue Texas, L.P.

	 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.




					
		
	By:	 	/s/ Charles J. Hansen
	Senior Vice President and Secretary


  

			
		
	Attest:	 	 
	Vice President and Assistant Secretary