First Supplemental Indenture 7% Notes



 Exhibit 4.8.1 
 First Supplemental Indenture 
 7% Notes due 2013 
 Dated as of May 20 2004 
 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;
The Bank of New York, as Trustee (the “Trustee”); NorthPark Fixtures, Inc., a Delaware corporation, Saks Wholesalers, Inc., an Alabama corporation, and Tex SFA, Inc., a New York corporation (together, the “New
Guarantors”). 
 Preliminary Statements 
 A. In accordance with Section 9.01 of the Indenture dated as of December 8, 2003 among the Company, the Subsidiary Guarantors named therein, and the Trustee, relating to the 7% Notes due 2013 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 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 New Guarantor as a
“Guarantor” thereunder. Accordingly, by its execution of this Supplemental Indenture, the New Guarantors acknowledge and agree that they are “Guarantors” under the Indenture and are bound by and subject to all of the terms of the
Indenture applicable to Guarantors, 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 invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 6. 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
		 	Charles J. Hansen, Executive Vice President


  

			
		
	Attest:	 	/s/ George W. Carlis
		 	 George W. Carlis, Senior Vice President
 and Assistant
Secretary


  

			
	The Bank Of New York, as Trustee
		
	By:	 	 
	Title:	 	Vice President


  

			
		
	Attest:	 	 
	Title:	 	Assistant Vice President

 [signatures continued on next page] 









 [Signature Page to First Supplemental Indenture] 
  

			
	Carson Pirie Holdings, Inc.
	Herberger’s Department Stores, LLC
	Jackson Leasing, LLC
	McRae’s, Inc.
	McRae’s of Alabama, Inc.
	McRae’s Stores Partnership
	    By:	 	McRae’s, Inc., Managing General Partner
	McRae’s Stores Services, Inc.
	McRIL, LLC
	New York City Saks, LLC
	NorthPark Fixtures, Inc.
	Parisian, Inc.
	 PMIN General Partnership, a Virginia
     general partnership

	    By:	 	Parisian, Inc., Managing Partner
	 Saks Direct, Inc. (formerly SFA Folio
     Collections, Inc.)

	Saks Distribution Centers, Inc.
	Saks Fifth Avenue, Inc.
	Saks Fifth Avenue Distribution Company
	Saks Fifth Avenue Of Texas, Inc.
	Saks Fifth Avenue Texas, L.P.
	Saks Holdings, Inc.
	Saks Wholesalers, Inc.
	SCCA Store Holdings, Inc.
	SCIL, LLC
	SCIL Store Holdings, Inc.
	 SFAILA,LLC

	 Tex SFA, Inc.

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


  

			
		
	Attest:	 	/s/ George W. Carlis
		 	 George W. Carlis, Senior Vice President
 and Assistant
Secretary











 [Signature Page to First Supplemental Indenture] 
  

			
	 Merchandise Credit, LLC
 Saks &
Company

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



  

			
		
	Attest:	 	/s/ Scott A. Honnold
		 	 Scott A. Honnold, Senior Vice President
and Assistant Secretary


  

			
	SCCA, LLC
		
	By:	 	/s/ Charles J. Hansen
		 	 Charles J. Hansen, President and Assistant Secretary



  

			
		
	Attest:	 	/s/ Scott A. Honnold
		 	 Scott A. Honnold, Senior Vice President
and Assistant Secretary