The Neiman Marcus Group, Inc. [ ]% Debt Securities Due [ ] Form of Underwriting AgreementUnderwriting Agreement • April 10th, 1998 • Neiman Marcus Group Inc • Retail-department stores • New York
8,000,000 Shares THE NEIMAN MARCUS GROUP, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT October 10, 1996Underwriting Agreement • October 10th, 1996 • Neiman Marcus Group Inc • Retail-department stores • New York
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • October 26th, 1995 • Neiman Marcus Group Inc • Retail-department stores • Massachusetts
CREDIT AGREEMENT dated as of October 29, 1997Credit Agreement • December 16th, 1997 • Neiman Marcus Group Inc • Retail-department stores • New York
RIGHTS AGREEMENT THE NEIMAN MARCUS GROUP, INC.Rights Agreement • October 3rd, 2002 • Neiman Marcus Group Inc • Retail-department stores • New York
and The Bank of New York Trustee INDENTUREIndenture • October 29th, 1998 • Neiman Marcus Group Inc • Retail-department stores • New York
andIndenture • April 10th, 1998 • Neiman Marcus Group Inc • Retail-department stores • New York
betweenDistribution Agreement • May 27th, 1999 • Neiman Marcus Group Inc • Retail-department stores • Massachusetts
THREE-YEAR CREDIT AGREEMENTCredit Agreement • October 3rd, 2002 • Neiman Marcus Group Inc • Retail-department stores • New York
CREDIT AGREEMENT Dated as of October 6, 2005 Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders and CREDIT SUISSE as Administrative Agent and Collateral Agent, and NEWTON ACQUISITION, INC., and NEWTON ACQUISITION MERGER SUB, INC. (to be...Credit Agreement • October 12th, 2005 • Neiman Marcus Group Inc • Retail-department stores • New York
CREDIT AGREEMENT dated as of October 6, 2005 (this “Agreement”), among NEWTON ACQUISITION MERGER SUB, INC. (“Merger Sub” and, prior to the Merger (as defined below), the “Borrower”), a Delaware corporation to be merged with and into THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (“Neiman Marcus” and, after the Merger, the “Borrower”), NEWTON ACQUISITION, INC., a Delaware corporation (“Holdings”), each subsidiary of Neiman Marcus from time to time party hereto, the Lenders (as defined in Article I) and CREDIT SUISSE, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Agent”).
EXHIBIT 10.13(b) AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT dated August 27, 1999 to the Credit Agreement dated as of October 29, 1997 (the "Credit Agreement") among THE NEIMAN MARCUS GROUP, INC. (the "Borrower"), the BANKS party thereto (the...Credit Agreement • October 29th, 1999 • Neiman Marcus Group Inc • Retail-department stores • New York
AGREEMENT AND PLAN OF MERGER among NEWTON ACQUISITION, INC. and THE NEIMAN MARCUS GROUP, INC. Dated as of May 1, 2005Merger Agreement • May 4th, 2005 • Neiman Marcus Group Inc • Retail-department stores • Delaware
EXHIBIT 10.26 TERMINATION AND CHANGE OF CONTROL AGREEMENT 1. This Termination and Change of Control Agreement ("Agreement") is entered into as of June 28, 2001 between James E. Skinner ("Mr. Skinner" or the "Executive") and The Neiman Marcus Group,...Termination and Change of Control Agreement • October 25th, 2001 • Neiman Marcus Group Inc • Retail-department stores • Massachusetts
EXHIBIT 10.20 THIS AGREEMENT, dated as of the 1st day of September, 1999, is among The Neiman Marcus Group, Inc., a Delaware corporation (the " Company" ) and certain parties (herein individually referred to as a " Stockholder" and collectively as the...Stockholder Agreement • October 29th, 1999 • Neiman Marcus Group Inc • Retail-department stores
CREDIT AGREEMENT Dated as of October 6, 2005 Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders and DEUTSCHE BANK TRUST COMPANY AMERICAS as Administrative Agent and Collateral Agent, and NEWTON ACQUISITION, INC., and NEWTON ACQUISITION...Credit Agreement • October 12th, 2005 • Neiman Marcus Group Inc • Retail-department stores • New York
CREDIT AGREEMENT dated as of October 6, 2005 (this “Agreement”), among NEWTON ACQUISITION MERGER SUB, INC. (“Merger Sub” and, prior to the Merger (as defined below), the “Borrower”), a Delaware corporation to be merged with and into THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (“Neiman Marcus” and, after the Merger, the “Borrower”), NEWTON ACQUISITION, INC., a Delaware corporation (“Holdings”), each subsidiary of Neiman Marcus from time to time party hereto, the Lenders (as defined in Article I) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Agent”).
CREDIT AGREEMENT dated as of June 9, 2004 among THE NEIMAN MARCUS GROUP, INC., THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A. as Syndication Agent WACHOVIA BANK, N.A., WELLS FARGO BANK NATIONAL ASSOCIATION, and BNP PARIBAS, as Documentation Agents...Credit Agreement • September 29th, 2004 • Neiman Marcus Group Inc • Retail-department stores • New York
AGREEMENT dated as of June 9, 2004 among THE NEIMAN MARCUS GROUP, INC., the LENDERS party hereto, BANK OF AMERICA, N.A., as Syndication Agent, WACHOVIA BANK, N.A., WELLS FARGO BANK NATIONAL ASSOCIATION, and BNP PARIBAS, as Documentation Agents, and JPMORGAN CHASE BANK, as Administrative Agent.
CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS AGREEMENTConfidentiality, Non-Competition and Termination Benefits Agreement • October 2nd, 2003 • Neiman Marcus Group Inc • Retail-department stores • Texas
This Confidentiality, Non-Competition and Termination Benefits Agreement (“Agreement”) is entered into effective as of November 20, 2002 between James E. Skinner (“Executive”) and The Neiman Marcus Group, Inc., a Delaware corporation, (“NMG”), and replaces and supersedes in its entirety that certain Termination and Change of Control Agreement between Executive and NMG dated June 28, 2001 (the “2001 Agreement”). 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.
CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS AGREEMENTConfidentiality, Non-Competition and Termination Benefits Agreement • September 29th, 2004 • Neiman Marcus Group 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.
THE NEIMAN MARCUS GROUP, INC. RESTRICTED STOCK UNIT AGREEMENT ISSUED PURSUANT TO 1997 INCENTIVE PLANRestricted Stock Unit Agreement • September 29th, 2004 • Neiman Marcus Group Inc • Retail-department stores • Texas
THIS AGREEMENT is made as of the day of , 20 , by and between THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Corporation”), and , an employee of the Corporation or one of its subsidiaries (the “Employee”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 9th, 2006 • Neiman Marcus Group 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 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 • June 9th, 2005 • Neiman Marcus Group 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”).
EXHIBIT 10.1 AMENDED AND RESTATED INTERCOMPANY SERVICES AGREEMENT This Amended and Restated Intercompany Services Agreement ("Agreement"), dated as of November 1, 1999, between Harcourt General, Inc., a Delaware corporation ("Harcourt General"), and...Intercompany Services Agreement • December 14th, 1999 • Neiman Marcus Group Inc • Retail-department stores • Massachusetts
FORM OF FIRST PRIORITY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENTMortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement • October 12th, 2005 • Neiman Marcus Group 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).
THE NEIMAN MARCUS GROUP, INC. PURCHASED RESTRICTED STOCK UNIT AGREEMENT ISSUED PURSUANT TO 1997 INCENTIVE PLANPurchased Restricted Stock Unit Agreement • September 29th, 2004 • Neiman Marcus Group Inc • Retail-department stores • Texas
THIS AGREEMENT is made as of the day of , 20 , by and between THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Corporation”), and , an employee of the Corporation or one of its subsidiaries (the “Employee”).
EXHIBIT 10.1 EXCHANGE AND REPURCHASE AGREEMENT This Agreement is entered into as of October 8, 1996 between Harcourt General, Inc. ("Harcourt General") and The Neiman Marcus Group, Inc. ("NMG"). WHEREAS, Harcourt General owns all of NMG's outstanding...Exchange and Repurchase Agreement • October 10th, 1996 • Neiman Marcus Group Inc • Retail-department stores • Massachusetts
FORM OF SECOND PRIORITY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENTSecond Priority Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement • October 12th, 2005 • Neiman Marcus Group 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).
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 • October 12th, 2005 • Neiman Marcus Group 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.
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 9th, 2006 • Neiman Marcus Group 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.
CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS AGREEMENTConfidentiality, Non-Competition and Termination Benefits Agreement • October 2nd, 2003 • Neiman Marcus Group Inc • Retail-department stores • Texas
This Confidentiality, Non-Competition and Termination Benefits Agreement (“Agreement”) is entered into effective as of November 20, 2002 between Karen W. Katz (“Executive”) and The Neiman Marcus Group, Inc., a Delaware corporation, (“NMG”), and replaces and supersedes in its entirety that certain Termination and Change of Control Agreement between Executive and NMG dated May 22, 2000 (the “2000 Agreement”). 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.
EXHIBIT 10.15 NEIMAN MARCUS GROUP CREDIT CARD MASTER TRUST SERIES 2000-1 $225,000,000 Class A Floating Rate Asset Backed Certificates, Series 2000-1 CLASS A PURCHASE AGREEMENTClass a Purchase Agreement • October 27th, 2000 • Neiman Marcus Group Inc • Retail-department stores
AMENDED AND RESTATED DISTRIBUTION AGREEMENT BETWEEN HARCOURT GENERAL, INC. AND THE NEIMAN MARCUS GROUP, INC. DATED AS OF JULY 1, 1999Distribution Agreement • September 16th, 2005 • Neiman Marcus Group Inc • Retail-department stores • Massachusetts
AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated as of July 1, 1999, amending and restating the DISTRIBUTION AGREEMENT, dated as of May 14, 1999 (this "Agreement"), between HARCOURT GENERAL, INC., a Delaware corporation ("Harcourt General"), and THE NEIMAN MARCUS GROUP, INC., a Delaware corporation ("Neiman Marcus").
TERMINATION AND CHANGE OF CONTROL AGREEMENT 1. This Termination and Change of Control Agreement ("Agreement") is entered into as of September 17, 1998 between Gerald A. Sampson ("Mr. Sampson") and The Neiman Marcus Group, Inc. ("NMG") 2. Mr. Sampson...Termination and Change of Control Agreement • October 29th, 1998 • Neiman Marcus Group Inc • Retail-department stores • Massachusetts
Form of CHANGE OF CONTROL TERMINATION PROTECTION AGREEMENTChange of Control Termination Protection Agreement • June 9th, 2005 • Neiman Marcus Group Inc • Retail-department stores • Texas
Normal SERP Benefit and the Enhanced Change of Control Benefit are based on the immediately payable early retirement benefits.
AGREEMENT AND POWER OF ATTORNEYPower of Attorney • May 12th, 2005 • Neiman Marcus Group Inc • Retail-department stores
WHEREAS, the undersigned are beneficial owners, as determined pursuant to Rule 13d-3 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, of certain shares of Class B Common Stock, $.01 par value, of The Neiman Marcus Group, Inc. (“Class B Common Stock”).
THE NEIMAN MARCUS GROUP, INC. RESTRICTED STOCK AGREEMENT ISSUED PURSUANT TO 1997 INCENTIVE PLANRestricted Stock Agreement • September 29th, 2004 • Neiman Marcus Group Inc • Retail-department stores • Texas
THIS AGREEMENT is made as of the day of , 200 , by and between THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Corporation”), and , an employee of the Corporation or one of its subsidiaries (the “Employee”).
