TERM LOAN CREDIT AGREEMENT, dated as of October 25, 2013, among MARIPOSA INTERMEDIATE HOLDINGS LLC, as Holdings, MARIPOSA MERGER SUB LLC, (to be merged with and into NEIMAN MARCUS GROUP LTD INC.) as the Borrower, THE LENDERS PARTY HERETO, CREDIT...Term Loan Credit Agreement • October 29th, 2013 • Neiman Marcus Group LTD Inc. • Retail-department stores • New York
TERM LOAN CREDIT AGREEMENT, dated as of October 25, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MARIPOSA MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), the Lenders party hereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).
CREDIT AGREEMENT Dated as of October 6, 2005, as amended and restated as of November 17, 2010, Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders and CREDIT SUISSE AG as Administrative Agent and Collateral Agent, and NEIMAN MARCUS, INC., and...Credit Agreement • November 23rd, 2010 • Neiman Marcus, Inc. • Retail-department stores • New York
CREDIT AGREEMENT dated as of October 6, 2005, as amended and restated as of November 17, 2010 (this “Agreement”), among THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Borrower”), NEIMAN MARCUS, INC. (formerly known as Newton Acquisition, Inc.), a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Article I) and CREDIT SUISSE AG (formerly known as Credit Suisse), as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Agent”).
REVOLVING CREDIT AGREEMENT, dated as of October 25, 2013, among MARIPOSA INTERMEDIATE HOLDINGS LLC, as Holdings, MARIPOSA MERGER SUB LLC, (to be merged with and into NEIMAN MARCUS GROUP LTD INC.) as the Borrower, THE CO-BORROWERS PARTY HERETO, THE...Revolving Credit Agreement • October 29th, 2013 • Neiman Marcus Group LTD Inc. • Retail-department stores • New York
REVOLVING CREDIT AGREEMENT, dated as of October 25, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MARIPOSA MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), the Lenders party hereto from time to time, CREDIT SUISSE AG, NEW YORK BRANCH and RBC CAPITAL MARKETS, as co-syndication agents (in such capacities, the “Co-Syndication Agents”), BANK OF AMERICA, N.A., GENERAL ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE BANK, N.A. AND WELLS FARGO BANK, N.A., as co-documentation agents (in such capacities, the “Co-Documentation Agents”) and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”), as Swingline Lender (in such capacity
FORM OF AMENDED AND RESTATED STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Option)Stock Option Grant Agreement • September 21st, 2011 • Neiman Marcus, Inc. • Retail-department stores • Delaware
This Amended and Restated Stock Option Grant Agreement (the “Agreement”) is made effective as of this (Date) between Neiman Marcus, Inc. (the “Company”) and (Name) (the “Participant”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 17, 2011 Among THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders and BANK OF AMERICA, N.A., as Administrative Agent and BANK OF AMERICA, N.A. WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • June 8th, 2011 • Neiman Marcus, Inc. • Retail-department stores • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 17, 2011 (this “Agreement”), is made by and among THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Company”), NEIMAN MARCUS, INC., a Delaware corporation (“Holdings”), each subsidiary of the Company from time to time party hereto, the Lenders (as defined in Article I), BANK OF AMERICA, N.A., as administrative agent for the Lenders hereunder (in such capacity, the “Agent”), and BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-collateral agents (the “Co-Collateral Agents”).
AGREEMENT AND PLAN OF MERGER among NEWTON ACQUISITION, INC. and THE NEIMAN MARCUS GROUP, INC. Dated as of May 1, 2005Merger Agreement • October 1st, 2010 • Neiman Marcus, Inc. • Retail-department stores • Delaware
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 26th, 2014 • Neiman Marcus Group LTD LLC • Retail-department stores • Delaware
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of October 25, 2013 (the “Effective Date”), is made by and among NM Mariposa Holdings, Inc., a Delaware corporation (“Holdings”), The Neiman Marcus Group, Inc., a Delaware corporation (“Neiman Marcus”), and ACOF Operating Manager IV, LLC, a Delaware limited liability company (“Manager”).
STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)Stock Option Grant Agreement • March 11th, 2011 • Neiman Marcus, Inc. • Retail-department stores • Delaware
THIS AGREEMENT, made as of this 30th day of September, 2010 between Neiman Marcus, Inc., (the “Company”) and James J. Gold (the “Participant”).
CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS AGREEMENTConfidentiality, Non-Competition and Termination Benefits Agreement • March 9th, 2010 • Neiman Marcus, Inc. • Retail-department stores • New York
This Confidentiality, Non-Competition and Termination Benefits Agreement (“Agreement”) is entered into effective as of May 3, 2004 between James J. Gold (“Executive”) and Bergdorf Goodman, Inc., a New York corporation (“Bergdorf’) and a wholly-owned subsidiary of The Neiman Marcus Group, Inc., a Delaware corporation (“NMG”). All capitalized terms used but not defined herein shall have the meanings assigned to them in Appendix A, which is attached hereto and incorporated fully herein by reference.
Neiman Marcus Group LTD LLC The Neiman Marcus Group LLC Mariposa Borrower, INC. The NMG Subsidiary LLC as Issuers and the Subsidiary Guarantors party hereto 8.750% Third Lien Senior Secured Notes due 2024Indenture • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • New York
INDENTURE, dated as of June 7, 2019 as amended or supplemented from time to time (this “Indenture”), among NEIMAN MARCUS GROUP LTD LLC, a Delaware limited liability company (the “Issuer”), and THE NEIMAN MARCUS GROUP LLC, a Delaware limited liability company (the “LLC Co-Issuer”), MARIPOSA BORROWER, INC., a Delaware corporation (the “Corporate Co-Issuer”), and THE NMG SUBSIDIARY LLC, a Delaware limited liability company (the “New Co-Issuer Subsidiary” and, together with the Corporate Co-Issuer and the LLC Co-Issuer, the “Co-Issuers” and, together with the Issuer, the “Issuers”), the Subsidiary Guarantors party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Notes Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2010 • Neiman Marcus, Inc. • Retail-department stores • Texas
This Employment Agreement (this "Agreement"), effective as of the Effective Date, is by and between The Neiman Marcus Group, Inc., a Delaware corporation ("NMG"), Neiman Marcus, Inc., a Delaware Corporation ("NMI"), and James E. Skinner (the "Executive").
NEIMAN MARCUS, INC. AMENDED AND RESTATED STOCK OPTION GRANT AGREEMENT (Non- Qualified Stock Options)Stock Option Grant Agreement • September 19th, 2012 • Neiman Marcus, Inc. • Retail-department stores • Delaware
THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”), made as of this 28th day of March, 2012 between Neiman Marcus, Inc. (the “Company”) and ( ) (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2018 • Neiman Marcus Group LTD LLC • Retail-department stores • Texas
This Employment Agreement (this “Agreement”), effective as of January 4, 2018 (the “Effective Date”), is by and among Geoffroy van Raemdonck (the “Executive”) and The Neiman Marcus Group LLC, a Delaware limited liability company (“NMG”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 8th, 2011 • Neiman Marcus, Inc. • Retail-department stores • New York
This Management Services Agreement (the “Agreement”) is entered into as of October 6, 2005 by and among Newton Acquisition Merger Sub, Inc., a Delaware corporation (together with its subsidiaries, “MergerSub”), Newton Acquisition, Inc., a Delaware corporation (“Newton”, and together with MergerSub, the “Companies”), TPG GenPar IV, L.P., TPG GenPar III, L.P. (“TPG”) and Warburg Pincus LLC (“Warburg”, together with TPG, the “Managers”).
PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT AMONG HSBC BANK NEVADA, N.A., HSBC FINANCE CORPORATION, THE NEIMAN MARCUS GROUP, INC. AND BERGDORF GOODMAN, INC. DATED AS OF JUNE 8, 2005Purchase, Sale and Servicing Transfer Agreement • October 1st, 2010 • Neiman Marcus, Inc. • Retail-department stores • New York
PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT, dated as of June 8, 2005 (this “Agreement”), among The Neiman Marcus Group, Inc., a Delaware corporation (the “Parent”), Bergdorf Goodman, Inc., a New York corporation (“BG”), HSBC Bank Nevada, N.A., a national credit card bank (the “Purchaser”), and HSBC Finance Corporation, a Delaware corporation (the “Purchaser Parent”).
FORM OF FIRST PRIORITY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT From THE NEIMAN MARCUS GROUP, INC. To CREDIT SUISSEMortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement • December 8th, 2010 • Neiman Marcus, Inc. • Retail-department stores • New York
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT dated as of October , 2005 (this “Mortgage”), by THE NEIMAN MARCUS GROUP, INC., a Delaware corporation, having an office at One Marcus Square, 1618 Main Street, Dallas, Texas 75201 (the “Mortgagor”), to CREDIT SUISSE, having an office at Eleven Madison Avenue, New York, New York 10010 (the “Mortgagee”) as Collateral Agent for the Secured Parties (as such terms are defined below).
NEIMAN MARCUS GROUP, INC. Restricted Stock Agreement Pursuant to the Neiman Marcus Group, Inc. Management Equity Incentive PlanRestricted Stock Agreement • November 2nd, 2016 • Neiman Marcus Group LTD LLC • Retail-department stores • Delaware
AGREEMENT (“Agreement”), dated as of [·] (the “Grant Date”) between Neiman Marcus Group, Inc., a Delaware corporation (the “Company”), and [·] (the “Participant”).
SECOND AMENDED AND RESTATED SERVICING AGREEMENT between THE NEIMAN MARCUS GROUP, INC. and CAPITAL ONE, NATIONAL ASSOCIATIONServicing Agreement • August 7th, 2013 • Neiman Marcus, Inc. • Retail-department stores • New York
This Second Amended and Restated Servicing Agreement (as amended from time to time, this “Agreement”), dated as of July 15, 2013, is between The Neiman Marcus Group, Inc., a Delaware corporation (“Servicer”), and Capital One, National Association, a national banking association (“Bank”).
FORM OF SECOND PRIORITY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT From THE NEIMAN MARCUS GROUP, INC. To DEUTSCHE BANK TRUST COMPANY AMERICASSecond Priority Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement • December 8th, 2010 • Neiman Marcus, Inc. • Retail-department stores • New York
THIS SECOND PRIORITY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT dated as of October , 2005 (this “Mortgage”), by THE NEIMAN MARCUS GROUP, INC., a Delaware corporation, having an office at One Marcus Square, 1618 Main Street, Dallas, Texas 75201 (the “Mortgagor”), to DEUTSCHE BANK TRUST COMPANY AMERICAS, a , having an office at 60 Wall Street, New York, New York 10005 (the “Mortgagee”) as Collateral Agent for the Secured Parties (as such terms are defined below).
CREDIT AGREEMENT Dated as of October 6, 2005, as amended and restated as of November 17, 2010, as further amended and restated as of May 16, 2011, Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders and CREDIT SUISSE AG as Administrative...Credit Agreement • June 8th, 2011 • Neiman Marcus, Inc. • Retail-department stores • New York
CREDIT AGREEMENT dated as of October 6, 2005, as amended and restated as of November 17, 2010, as further amended and restated as of May 16, 2011 (this “Agreement”), among THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Borrower”), NEIMAN MARCUS, INC. (formerly known as Newton Acquisition, Inc.), a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Article I) and CREDIT SUISSE AG (formerly known as Credit Suisse), as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Agent”).
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of October 6, 2005, among DEUTSCHE BANK TRUST COMPANY AMERICAS, as Revolving Facility Agent, CREDIT SUISSE, as Term Loan Agent, NEWTON ACQUISITION, INC., NEWTON ACQUISITION MERGER SUB, INC. (to...Lien Subordination and Intercreditor Agreement • December 8th, 2010 • Neiman Marcus, Inc. • Retail-department stores • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of October 6, 2005, among DEUTSCHE BANK TRUST COMPANY AMERICAS, as agent for the Revolving Facility Secured Parties referred to herein; CREDIT SUISSE, as agent for the Term Loan Secured Parties and the Existing Notes Secured Parties referred to herein; NEWTON ACQUISITION, INC.; NEWTON ACQUISITION MERGER SUB, INC. (to be merged with and into The Neiman Marcus Group, Inc.); and the subsidiaries of The Neiman Marcus Group, Inc. named herein.
INDENTURE Dated as of October 21, 2013Indenture • October 29th, 2013 • Neiman Marcus Group LTD Inc. • Retail-department stores • New York
INDENTURE, dated as of October 21, 2013, as amended or supplemented from time to time (this “Indenture”), among MARIPOSA MERGER SUB LLC, a Delaware limited liability company (“Mariposa” or the “LLC Co-Issuer”), MARIPOSA BORROWER, INC., a Delaware corporation (the “Corporate Co-Issuer” and, together with the LLC Co-Issuer, the “Issuers”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG NEWTON ACQUISITION MERGER SUB, INC., NEWTON ACQUISITION, INC., NEWTON HOLDING, INC. TPG PARTNERS IV, L.P., TPG NEWTON III LLC, TPG NEWTON CO-INVEST I LLC, DLJ MERCHANT BANKING PARTNERS III, L.P., DLJ OFFSHORE...Registration Rights Agreement • March 11th, 2011 • Neiman Marcus, Inc. • Retail-department stores • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of October 6, 2005, by and among Newton Holding, LLC, a Delaware limited liability company (“Holding”), Newton Acquisition Inc., a Delaware corporation (“Newton”), Newton Acquisition Merger Sub, Inc., a Delaware corporation (together with its successors, “MergerSub”, and, collectively with Holding, Newton, and any of their respective successors, the “Company”) and TPG Partners IV, L.P., TPG Newton III LLC, TPG Newton Co-Invest I LLC, DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P., MBP III Plan Investors, L.P., Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Private Equity IX, L.P., Warburg Pincus Netherlands Private Equity VIII, C.V. I, Warburg Pincus Germany Private Equity VIII K.G., Newton Co-Invest I LLC and Newton Co-Invest II LLC.
PRIVATE AND CONFIDENTIAL May 22, 2018 Dear Mr. Eadie:Board Member Agreement • June 6th, 2018 • Neiman Marcus Group LTD LLC • Retail-department stores • Delaware
Neiman Marcus Group, Inc. (“us”, “we” or the “Company”), is pleased that you have accepted our offer to remain on the Company’s Board of Directors (the “Board”) as a member of the Board (a “Director”). This letter sets out the main terms of your continued service on the Board from and after the date hereof, and is a contract for services and not a contract of employment.
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2018 • Neiman Marcus Group LTD LLC • Retail-department stores • Texas
This Employment Agreement (“Agreement”) is entered into effective as of March 28, 2018 (the “Effective Date”) between Adam Orvos (the “Executive”) and The Neiman Marcus Group LLC, a Delaware limited liability company (“NMG”). All capitalized terms used but not defined herein shall have the meanings assigned to them in Appendix A, which is attached hereto and incorporated fully herein by reference.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 6, 2019 is by and among Neiman Marcus Group LTD LLC, a Delaware limited liability company (the “LLC Co-Issuer”), Mariposa Borrower, Inc., a Delaware corporation (the “Corporate Co-Issuer”), The Neiman Marcus Group LLC, a Delaware limited liability company (the “New LLC Co-Issuer”) and The NMG Subsidiary LLC (the “Subsidiary Co-Issuer” and, together with the LLC Co-Issuer, the Corporate Co-Issuer and the New LLC Co-Issuer, the “Issuers”), each of the parties identified as a Guarantor on the signature pages hereto (each, a “Guarantor” and collectively, the “Guarantors”) and Drivetrain Trust Company LLC (as successor to U.S. Bank National Association), as trustee (the “Trustee”) under the Indenture, dated as of October 21, 2013, as supplemented by the First Supplemental Indenture, dated as of October 25, 2013 (as further amended, supplemented, waived or otherwise modified from time to time prior to the da
SECOND AMENDMENT TO LETTER AGREEMENTLetter Agreement • April 28th, 2010 • Neiman Marcus, Inc. • Retail-department stores
This Second Amendment to Letter Agreement (the "Amendment") is made effective as of April 26, 2010, by and between Neiman Marcus, Inc., a Delaware corporation (the "Company") and Burton M. Tansky ("Tansky").
9th AMENDMENT TO CREDIT CARD PROGRAM AGREEMENTCredit Card Program Agreement • October 20th, 2009 • Neiman Marcus, Inc. • Retail-department stores
This 9th Amendment to Credit Card Program Agreement (the “9th Amendment”) is entered into this 30th day of December 2008 by and among The Neiman Marcus Group, Inc. and Bergdorf Goodman, Inc. on the one hand, and HSBC Private Label Corporation (formerly, Household Corporation) and HSBC Bank Nevada, N.A. on the other hand, to that certain Credit Card Program Agreement, dated June 8, 2005 (as amended, the “Agreement”), among the foregoing parties. The 9th Amendment shall have an effective date as of November 21st, 2008. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.
SECOND LIEN NOTES COLLATERAL AGREEMENT, dated as of June 7, 2019, among each Grantor party hereto and ANKURA TRUST COMPANY, LLC, as Trustee and as Collateral AgentSecond Lien Notes Collateral Agreement • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • New York
SECOND LIEN NOTES COLLATERAL AGREEMENT dated as of June 7, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among each party identified as a “Grantor” on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor as provided herein, each a “Grantor” and, collectively, the “Grantors”) and ANKURA TRUST COMPANY, LLC, as Trustee (in such capacity, the “Trustee”) and as Collateral Agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).
NEIMAN MARCUS GROUP, INC. AMENDMENT TO TIME-VESTED OPTION NON-QUALIFIED STOCK OPTION AGREEMENTTime-Vested Option Non-Qualified Stock Option Agreement • March 9th, 2018 • Neiman Marcus Group LTD LLC • Retail-department stores
The terms of the Time-Vested Non-Qualified Stock Option Agreement [(designated as Award Number [●])], dated as of [●], evidencing an option granted pursuant to the [Neiman Marcus Group, Inc. Management Equity Incentive Plan]/[Neiman Marcus Group, Inc. Vice President Long Term Incentive Plan] (the “Plan”) to [NAME] to purchase [●] shares of Class A Common Stock and [●] shares of Class B Common Stock of Neiman Marcus Group, Inc. at an exercise price of $[●] (the “Agreement”), hereby are amended by this amendment (“Amendment”) effective January 4, 2018.
Amended and Restated STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Option)Stock Option Grant Agreement • April 28th, 2010 • Neiman Marcus, Inc. • Retail-department stores • Delaware
THIS Amended and Restated Stock Option Grant Agreement (the "Agreement") is made effective as of this 1 day of April, 2010 between Neiman Marcus, Inc. (the "Company") and Burton M. Tansky (the "Participant"). WHEREAS, the Company has adopted and maintains the Neiman Marcus, Inc. Management Equity Incentive Plan, as amended (the :"Plan"); WHEREAS, the Plan provides for the Grant to Participants in the Plan of Non-Qualified Stock Options to purchase shares of Common Stock of the Company; WHEREAS, the Company previously granted a Non-Qualified Stock Option to the Participant pursuant to the Plan evidenced by a Stock Option Grant Agreement dated as of November 29, 2005, that contained both a Performance Option and a Fair Value Option (the "Original Option"); WHEREAS, the Stock Option Grant Agreement with respect to the Original Option was amended effective January 1, 2009; WHEREAS, the Fair Market Value of the shares of Common Stock subject to the Original Option is less tha
SEVENTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENTCredit Card Program Agreement • October 20th, 2009 • Neiman Marcus, Inc. • Retail-department stores
This Seventh Amendment to Credit Card Program Agreement (the “Seventh Amendment”) is entered into this 21st day of April 2008 by and among The Neiman Marcus Group, Inc. and Bergdorf Goodman, Inc. on the one hand, and HSBC Private Label Corporation (formerly, Household Corporation) and HSBC Bank Nevada, N.A. on the other hand, to that certain Credit Card Program Agreement, dated June 8, 2005 (as amended, the “Agreement”), among the foregoing parties. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.
CREDIT CARD PROGRAM AGREEMENT by and among THE NEIMAN MARCUS GROUP, INC. BERGDORF GOODMAN, INC. HSBC BANK NEVADA, N.A. and HOUSEHOLD CORPORATION Dated as of June 8, 2005Credit Card Program Agreement • October 20th, 2009 • Neiman Marcus, Inc. • Retail-department stores • New York
This Credit Card Program Agreement is made as of the 8th day of June, 2005, by and among The Neiman Marcus Group, Inc., a Delaware corporation (“NMG”), Bergdorf Goodman, Inc., a New York corporation (“BG, and together with NMG, the “NMG Companies”), HSBC Bank Nevada, N.A., a national credit card bank (“Bank”), and Household Corporation, a Delaware corporation (“Primary Servicer”).
EIGHTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENTCredit Card Program Agreement • October 20th, 2009 • Neiman Marcus, Inc. • Retail-department stores
This Eighth Amendment to Credit Card Program Agreement (the “Eighth Amendment”) is entered into this 17th day of October, 2008, by and among The Neiman Marcus Group, Inc. and Bergdorf Goodman, Inc. on the one hand, and HSBC Private Label Corporation (formerly, Household Corporation) and HSBC Bank Nevada, N.A., on the other hand, to that certain Credit Card Program Agreement, dated June 8, 2005 (as amended, the “Agreement”), among the foregoing parties. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.
Confidential Treatment RequestedConsent to Sale and Assignment Subject to Post-Assignment Termination Right • March 2nd, 2012 • Neiman Marcus, Inc. • Retail-department stores
Reference is hereby made to the Amended and Restated Credit Card Agreement, dated as of September 23, 2010 (as amended, supplemented or otherwise modified from to time, the “Program Agreement”), by and among The Neiman Marcus Group, Inc. (“Neiman Marcus”), Bergdorf Goodman, Inc. (“Bergdorf”) (Neiman Marcus and Bergdorf, collectively, “NMG”), HSBC Bank Nevada, N.A. (“HBON”) and HSBC Card Services, Inc. (“HCSI”) (HBON and HCSI, collectively, “HSBC”). Reference is hereby further made to the Amended and Restated Servicing Agreement, dated as of September 23, 2010 (as amended, supplemented or otherwise modified, the “Servicing Agreement” and collectively with the Program Agreement, the “Agreements”), by and between HBON and Neiman Marcus. All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Program Agreement.
