Saks Fifth Avenue 2008 Annual Report Download - page 128

and covenants hereof (or, if a Default shall have occurred, describing all such Defaults of which such officers may have
knowledge, their status and what action the Company or such Guarantor (as applicable) is taking or proposes to take with
respect thereto). When any Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder
of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect
to a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal
amount of less than $50,000,000), the Company will, except as otherwise provided in this Section 10.12, promptly deliver to the
Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified
mail an Officers’ Certificate specifying such event, notice or other action no later than five Business Days after the Company
becomes aware of such occurrence and what action the Company is taking or proposes to take with respect thereto.
Notwithstanding any other provision of this Section 10.12 or this Indenture, (i) the Compliance Certificate referred to in this
Section 10.12 that the Company and the Guarantors would have been required to deliver to the Trustee on any date before the
Covenant Reversion Date (but for this sentence) will not be required to be delivered until the Covenant Reversion Date, and
(ii) the Company and the Guarantors will have no obligation to deliver an Officers’ Certificate, as referred to in the preceding
sentence, relating to the breach of a covenant contained in Section 7.04, 10.10 or 10.12 of this Indenture that occurred prior to
the Covenant Reversion Date.
ARTICLE V
MISCELLANEOUS
Section 5.01. Effect of Supplemental Indenture; Effectiveness and Operation.
(a) This Supplemental Indenture shall be effective upon execution hereof by the Company, the Guarantors and the Trustee.
From and after such date, the Amendments set forth herein shall be deemed to have modified the applicable sections, or portions
thereof, or clauses of the Original Indenture. However, this Supplemental Indenture shall cease to have any effect if the
Company shall fail to pay to Holders of the Notes the Purchase Price described in the Offer to Purchase (as defined in
Section 1.1 of this Supplemental Indenture).
(b) This Supplemental Indenture is a supplemental indenture within the meaning of Section 9.02 of the Original Indenture,
and the Original Indenture shall be read together with this Supplemental Indenture and shall have the same effect over the Notes
in the same manner as if the provisions of the Original Indenture and this Supplemental Indenture were contained in the same
instrument.
(c) In all other respects, the Original Indenture is confirmed by the parties hereto as supplemented by the terms of this
Supplemental Indenture.