Fifth Supplemental Indenture dated December 8, 2003


 Exhibit 4.2 
  

Fifth Supplemental Indenture 
 8 1/4 % Notes due 2008 
  
 Dated as of December 8, 2003 
  

This is a Fifth Supplemental Indenture (this “Supplemental Indenture”) by and among Saks Incorporated, a Tennessee corporation
(the “Company”), the Company’s subsidiaries appearing on the signature pages hereto, as Guarantors (the “Guarantors”), and J.P. Morgan Trust Company, National Association, successor in interest to
Bank One Trust Company, National Association, as Trustee (the “Trustee”). All capitalized terms herein but not defined shall have the meanings ascribed to them by the Indenture (as defined below). 
  
 Preliminary Statements 
  
 A. In accordance with Section 9.02 of the Indenture dated as of November 9,
1998 (as amended, modified and supplemented, the “Indenture”), by and among the Company, the Guarantors and the Trustee, relating to the Company’s 8 1/4% Notes due 2008 (the “Notes”), the Trustee, the Company, the Guarantors and Holders of a majority in aggregate principal amount of the Outstanding Notes
have agreed to amend the Indenture as of the date hereof. 
  
 B. All things necessary to make this Supplemental Indenture a valid supplement to the Indenture according to its terms have been done. 
  
 Amendments to Indenture 
  
 The parties to this Supplemental Indenture agree as follows: 
  
 Section 10.16 of the Indenture is hereby deleted in its entirety and the following new Section 10.16 shall be substituted in lieu thereof: 
  
 “Section 10.16 Exempted Debts. 
  
 Notwithstanding the restrictions in this Indenture contained
in Sections 10.11 and 10.13, the Company or its Subsidiaries may, in addition to amounts permitted under such restrictions, issue, assume or guarantee Indebtedness secured by Liens, or enter into Sale and Leaseback Transactions; provided,
however, that, after giving effect thereto, the aggregate outstanding amount of all such Indebtedness secured by Liens plus Attributable Debt resulting from such Sale and Leaseback Transactions (collectively, the “Exempted Debt”) does
not exceed 17.5% of Consolidated Net Tangible Assets at the time such Lien is granted or at the time such Sale and Leaseback Transaction is entered into.” 
  

[signatures on following pages] 







	 SAKS INCORPORATED

		
	 By:
	 	 /s/    C. Wes Burton, Jr.


	 	 	 C. Wes Burton, Jr.

	 	 	 Vice President and Treasurer



  

	 Attest:
	 	 /s/    Charles J. Hansen


	 	 	 Charles J. Hansen

	 	 	 Executive Vice President and Assistant Secretary

	 

  

	 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

		
	 By:
	 	 /s/    Benita A. Pointer


	 	 	 Title: Assistant Vice President



  

	 Attest:
	 	 /s/    Janice Alt Potunno


	 	 	 Title: Vice President


  
 [signatures
continued on following page] 
  

 - 2 - 








	 GUARANTORS

	
	 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 Fifth Avenue, Inc.

	 Saks Fifth Avenue of Texas, Inc.

	 Saks Fifth Avenue Texas, L.P.

	 Saks Direct, Inc.

	 Saks Fifth Avenue Distribution Company

	 Herberger’s Department Stores, LLC

	 Carson Pirie Holdings, Inc.

	 Saks Distribution Centers, Inc.

	 Saks Holdings, Inc.

	 McRae’s Stores Services, Inc.

	 Jackson Leasing, LLC

	 McRIL, LLC

	 SCIL, LLC

	 SCIL Store Holdings, Inc.

	 SFAILA, LLC

	 SCCA Store Holdings, Inc.

	 PMIN General Partnership

	     By: Parisian, Inc., Managing Partner

		
	 By:
	 	 /a/    Charles J. Hansen


	 	 	 Charles J. Hansen

	 	 	 Executive Vice President and Secretary

		
	 Attest:
	 	 /s/    George W. Carlis


	 	 	 George W. Carlis

	 	 	 Assistant Secretary



  
 [signatures
continued on following page] 
  

 - 3 - 








	 Merchandise Credit, LLC

	 Saks & Company

		
	 By:
	 	 /s/    Charles J. Hansen


	 	 	 Charles J. Hansen

	 	 	 Senior Vice President and Secretary

		
	 Attest:
	 	 /s/    George W. Carlis


	 	 	 George W. Carlis

	 	 	 Assistant Secretary



  
 [signatures
continued on following page] 
  

 - 4 - 








	 SCCA, LLC

		
	 By:
	 	 /s/    Charles J. Hansen


	 	 	 Charles J. Hansen

	 	 	 President and Assistant Secretary

		
	 Attest:
	 	 /s/    Scott A. Honnold


	 	 	 Scott A. Honnold

	 	 	 Vice President and Assistant Secretary



  

 - 5 -