Fifth Supplemental Indenture 7 1/2% Notes



 Exhibit 4.2.5 
 Fifth Supplemental Indenture 
 7-1/2% Notes due 2010 
 Dated as of February 12, 2002 
 This is a Fifth 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, successor in interest to The First National Bank of Chicago, as Trustee (the “Trustee”), and SCIL Store Holdings, Inc., a Delaware corporation (the “New
Guarantor”). 
 Preliminary Statements 
 A. 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 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. 
 B. 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 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:	 	 
	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:	 	 
	Account Executive


  

			
		
	Attest:	 	 
	Title:	 	Vice President

 [signatures continued on next page] 







 [Signature Page to Supplemental Indenture dated as of February 12, 2002 regarding Saks
Incorporated] 
  

			
	 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.

	 McRae’s Stores Services, Inc.

	 Jackson Leasing, LLC

	 McRIL, LLC

	 SCCA, LLC

	 SCIL, LLC

	 SFAILA, LLC

	 SCCA Store Holdings, Inc.

	 PMIN General Partnership, a Virginia
general partnership

	     By: Parisian, Inc., Managing Partner

	 Saks Wholesalers, Inc.

	 Tex SFA, Inc.

	 SCIL Store Holdings, Inc.




					
		
	By:	 	 
	Senior Vice President and Secretary


  

			
		
	Attest:	 	 
	Vice President and Assistant Secretary