Second Supplemental Indenture 7 3/8% Notes



 Exhibit 4.3.1 
 Second Supplemental Indenture 
 7-3/8% Notes due 2019 
 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 
 G. In accordance with Section 9.01 of the Indenture dated as of February 17, 1999, among the Company, the
Subsidiary Guarantors named therein, and the Trustee (as amended, modified, and supplemented, the “Indenture”), relating to the 7-3/8% Notes due 2019 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. 
 H. 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. 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.; Saks Specialty Stores, Inc.; S.F.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 ell 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 its 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 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/ Diane Swanson
	Title:	 	Diane Swanson
		 	Assistant Vice President

 (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 Saks, LLC
	Saks 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 Hansen
	Senior Vice President and Assistant Secretary


  

			
	Attest:	 	 
	Vice President and Assistant Secretary