Confidential Treatment Requested Certain material (indicated by asterisks) has been omitted from this document and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. FIRST AMENDMENT TO SECOND...
Exhibit 10.2
Confidential Treatment Requested
Certain material (indicated by asterisks) has been omitted from this document and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”) is made as of the 30th day of November, 2012, by and among:
THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Company”),
EACH SUBSIDIARY OF THE COMPANY party hereto (together with the Company, individually, a “Borrower”, and collectively, the “Borrowers”),
NEIMAN MARCUS, INC., a Delaware corporation (“Holdings”),
the LENDERS party hereto,
BANK OF AMERICA, N.A., a national banking association having a place of business at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as administrative agent (in such capacity, the “Agent”), and
BANK OF AMERICA, N.A. and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Collateral Agents;
in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
WITNESSETH
WHEREAS, the Borrowers, Holdings, the Lenders party thereto, the Agent and the Co-Collateral Agents have entered into a Second Amended and Restated Credit Agreement dated as of May 17, 2011 (the “Credit Agreement”);
WHEREAS, the Company has informed the Agent and the Lenders that the Loan Parties intend to increase the aggregate principal amount outstanding under the Senior Secured Term Loan Facility in the amount of $500,000,000 and, in connection therewith, apply certain proceeds therefrom (i) together with available cash, to redeem, through a tender offer and/or redemption or otherwise, all outstanding Senior Subordinated Notes and (ii) to pay necessary transaction fees and expenses in connection therewith (collectively, the “Transactions”); and
WHEREAS, the Loan Parties, the Agent, the Co-Collateral Agents and the Required Lenders have agreed to amend certain provisions of the Credit Agreement, on the terms and conditions set forth herein.
NOW THEREFORE, it is hereby agreed as follows:
1. Definitions. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.
2. Amendments to Article I. The provisions of Article I of the Credit Agreement are hereby amended by as follows:
a. The definition of ‘‘Term Loan Pari Passu Lien Obligations” in Section 1.01 is hereby amended by deleting “Second Amended Effective Date” therein and by substituting “2012 Amendment Effective Date” in its stead.
b. The following new definition is hereby added to Section 1.01 in appropriate alphabetical order:
“2012 Amendment Effective Date” means November 30, 2012.
3. Amendment to Article III. The provisions of Article III of the Credit Agreement are hereby amended by deleting the first sentence of Section 3.19.
4. Amendment to Article IV. The provisions of Article IV of the Credit Agreement are hereby amended by inserting “(it being understood that, notwithstanding the foregoing or anything to the contrary set forth in the Security Agreement, the representations and warranties set forth in Sections 3.3 and 3.7 of the Security Agreement, the first sentence of Section 3.10 of the Security Agreement, and the first sentence of Section 3.12(a) of the Security Agreement, shall each be deemed to relate to the Effective Date and not to the date of such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit)” immediately preceding the period at the end of Section 4.02(b).
5. Amendment to Article V. The provisions of Section 5.11 of the Credit Agreement are hereby amended by adding the following new clause (h) at the end thereof:
“(h) Should any of the representations and warranties set forth in the Credit Agreement or Security Agreement become inaccurate or misleading in any material respect as a result of changes after the Effective Date to any information set forth on any of the Schedules to the Credit Agreement or Exhibits to the Security Agreement referenced therein, the Loan Parties may advise the Agent in writing of such revisions or updates as may be necessary or appropriate to update or correct the same (including pursuant to any updated Perfection Certificate or other Collateral Report delivered to the Agent hereunder), and delivery of such updated information (including any such delivery made prior to the 2012 Amendment Effective Date) shall be deemed to so update such Schedules or Exhibits, as applicable; provided that no supplement or revision to any such Schedule, Exhibit or representation shall be deemed the Secured Parties’ consent to the matters reflected in such updated Schedules, Exhibits or revised representations nor permit the Loan Parties to undertake any actions otherwise prohibited hereunder or fail to undertake any action required hereunder from the restrictions and requirements in
existence prior to the delivery of such updated Schedules or Exhibits or such revision of a representation.”
6. Amendments to Article VI. The provisions of Article VI of the Credit Agreement are hereby amended as follows:
a. Section 6.01(k) of the Credit Agreement is hereby amended by deleting “$2,060,000,000” therein and by substituting “$2,560,000,000” in its stead.
b. Section 6.08(b)(xii) of the Credit Agreement is hereby amended by deleting “substantially simultaneously with” therein and by substituting “, in each case, within 35 days of” in its stead.
7. Consent and Waiver. Notwithstanding anything to the contrary contained in the Credit Agreement, the Required Lenders hereby (a) consent to the Transactions and (b) waive (i) any provisions of Section 6.01(g), 6.10 or 6.11 of the Credit Agreement to the contrary and (ii) any Default or Event of Default arising from the issuance of the Indebtedness under the Senior Secured Term Facility Credit Agreement, and the use of the proceeds therefrom, in each case as contemplated by this First Amendment.
8. Conditions to Effectiveness. This First Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the satisfaction of (or waived by) the Agent:
a. Except as provided herein, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The Loan Parties each hereby ratify, confirm, and reaffirm (i) that all of the representations and warranties contained in the Credit Agreement and other Loan Documents are true and correct in all material respects (other than any representation and warranty qualified by materiality, which shall be true and correct in all respects) on the date hereof, after giving effect to this First Amendment and the supplements to certain Schedules to the Credit Agreement and Exhibits to the Security Agreement attached hereto as Schedule I (other than representations and warranties which specifically relate to an earlier date), (ii) that the covenants therein contained, as amended hereby, continue in effect and (iii) that the Obligations are and continue to be, secured under the Collateral Documents.
b. All action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this First Amendment shall have been duly and effectively taken. The Agent shall have received from the Loan Parties true copies of their respective certificate of the resolutions authorizing the transactions described herein, each certified by their secretary or other appropriate officer to be true and complete.
c. The Agent shall have received an executed copy of the amendment to the Senior Secured Term Facility Credit Agreement entered into in connection with the Transactions.
d. No Default or Event of Default shall have occurred and be continuing.
9. Miscellaneous.
a. The Borrowers shall reimburse the Agent for all reasonable and documented out of-pocket expenses incurred by the Agent in connection herewith, including, without limitation, reasonable and documented attorneys’ fees.
b. This First Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered, shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page hereto by telecopy or e-mail of a PDF copy shall be effective as delivery of a manually executed counterpart hereof.
c. This First Amendment and the Credit Agreement together shall constitute one agreement. This First Amendment and the Credit Agreement together express the entire understanding of the parties with respect to the matters set forth herein and supersede all prior discussions or negotiations hereon.
d. Any provision of this First Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
e. This First Amendment shall be construed, governed, and enforced pursuant to the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date first above written.
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THE NEIMAN MARCUS GROUP, INC., as Borrower | |||
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By: |
/s/ Xxx Xxx | |
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Name: |
Xxx Xxx |
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Title: |
Vice President, Assistant General |
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NEIMAN MARCUS, INC., as Holdings | |||
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By: |
/s/ Xxx Xxx | |
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Name: |
Xxx Xxx |
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Title: |
Vice President, Assistant General |
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NM FINANCIAL SERVICES, INC. | |||
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By: |
/s/ Xxx Xxx | |
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Name: |
Xxx Xxx |
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Title: |
Vice President |
[First Amendment to Second Amended and Restated Credit Agreement]
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BANK OF AMERICA, N.A., as Agent, as a Co-Collateral Agent and as a Lender | ||
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By: |
/s/ Xxxxx Xxxx | |
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Name: |
Xxxxx Xxxx |
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Title: |
Managing Director |
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REGIONS BANK, as a Co-Documentation Agent and as a Lender | |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Attorney in Fact |
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Co-Collateral Agent and as a Lender | |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Managing Director |
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HSBC BANK USA, N.A. as a Lender | |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Vice President |
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | |
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By: |
/s/ Xxxxxx Xxxx |
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Name: |
Xxxxxx Xxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Associate |
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PNC BANK, NATIONAL ASSOCIATION, as a Lender | |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Commercial Banking Officer |
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Flagstar Bank, FSB, as a Lender | |
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By: |
/s/ Xxxxxxx X. Xxxxxxxxx, Xx. |
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Name: |
Xxxxxxx X. Xxxxxxxxx, Xx. |
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Title: |
Senior Vice President |
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JPMORGAN CHASE BANK, N.A., as a Lender | |
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By: |
/s/ Xxxxxx Xxx |
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Name: |
Xxxxxx Xxx |
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Title: |
Authorized Officer |
Schedule I
Update to Schedule 1.01(b) of the Credit Agreement
Schedule 1.01(b) of the Credit Agreement is amended and restated to read as follows:
Immaterial Subsidiaries
Bergdorf Graphics, Inc.
NEMA Beverage Corporation
NEMA Beverage Holding Corporation
NEMA Beverage Parent Corporation
Worth Avenue Leasing Company
NMG Media, Inc.
BG Productions, Inc.
NM Bermuda, LLC
Neiman Marcus Bermuda, L.P.
NMG Asia Holdings Limited
NMG Asia Limited
NMG Global Mobility, Inc.
Update to Schedule 3.05(a) of the Credit Agreement
Schedule 3.05(a) of the Credit Agreement is supplemented to include the following:
I. Real Estate Owned or Leased
The Neiman Marcus Group, Inc. (or “NMG”)
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ADDRESS |
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CITY |
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STATE |
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ZIP |
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LESSOR(S) (IF |
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00000 Xxxxxxxx |
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Xxxxxxx |
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XX |
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00000 |
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CPG Partners, LP |
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0000 Xxxxxxxx |
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Xxxxxxx |
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XX |
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00000 |
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Xxxxxxxx (E&A), LLC |
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0000 Xxxx Xxx |
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Xxxxxxx |
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XX |
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00000 |
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WMJK, Ltd |
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0000 Xxxxxxx |
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Xxxxxxxxx |
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XX |
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00000 |
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Prime Outlets Livermore Valley, LLC |
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0000 Xxxx Xxxxx |
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Xxxxxxx |
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XX |
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00000 |
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Ontario Xxxxx II Limited Partnership |
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0000 Xxxxxxx |
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Xxxxx |
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XX |
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00000 |
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Xxxxxxx Xxxxxxx Retail LP |
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Xxxxxxx Xxxxxx |
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Xxxxxxxx |
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XX |
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00000 |
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Fashion Outlets of Chicago, LLC |
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0000 Xxxxxx |
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XxXxxx |
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XX |
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00000 |
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Tysons Corner Holdings LLC |
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000 Xxx Xxxxxxx |
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Xxxxxx Xxxx |
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XX |
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00000 |
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The Retail Property Trust |
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0000 Xxxxx Xxxx |
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Xxxxxx Xxxxx |
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XX |
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00000 |
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Macerich Northwestern Associates |
Update to Exhibit A of the Security Agreement
Exhibit A of the Security Agreement is updated as follows:
I. Grantor’s Information
The following rows are deleted:
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Name of Grantor |
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State of |
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Type of Entity |
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Organizational |
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Federal |
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Bergdorf Graphics, Inc. |
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Corporation |
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NONE |
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00-0000000 | |
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Neiman Marcus Holdings, Inc. |
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California |
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Corporation |
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C0709696 |
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00-0000000 |
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NEMA Beverage Corporation |
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Texas |
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Corporation |
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114018600 |
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00-0000000 |
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NEMA Beverage Holding Corporation |
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Texas |
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Corporation |
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155791300 |
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00-0000000 |
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NEMA Beverage Parent Corporation |
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Texas |
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Corporation |
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155791400 |
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00-0000000 |
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Worth Avenue Leasing Company |
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Florida |
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Corporation |
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P98000080098 |
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00-0000000 |
II. Place of Business
The following rows are deleted:
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Name of Grantor |
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Place of Business |
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Mailing Address |
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Bergdorf Graphics, Inc. |
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000 Xxxxx Xxxxxx | |
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Neiman Marcus Holdings, Inc. |
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Dallas, Texas |
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0000 Xxxx Xxxxxx |
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NEMA Beverage Corporation |
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Dallas, Texas |
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0000 Xxxx Xxxxxx |
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NEMA Beverage Holding Corporation |
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Dallas, Texas |
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0000 Xxxx Xxxxxx |
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NEMA Beverage Parent Corporation |
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Dallas, Texas |
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0000 Xxxx Xxxxxx |
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Worth Avenue Leasing Company |
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Dallas, Texas |
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0000 Xxxx Xxxxxx |
III. Locations of Collateral (other than Place of Business listed above)
The following rows are added under “(b) Properties Leased by The Neiman Marcus Group, Inc.”:
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Property |
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Address |
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Landlord(s) Name(s) |
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Outlet Stores |
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Desert Hills Premium Outlets |
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00000 Xxxxxxxx Xxxxx Xxxxx |
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CPG Partners, LP |
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Mosaic District |
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0000 Xxxxxxxx Xxx, Xxxxx 000 |
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Xxxxxxxx (E&A), LLC |
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Houston Post Oak |
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0000 Xxxx Xxx Xxxx. |
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WMJK, Ltd |
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Prime Outlets Livermore |
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0000 Xxxxxxx Xxxxxxx Xx. |
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Prime Outlets Livermore Valley, LLC |
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Ontario Xxxxx |
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0000 Xxxx Xxxxx Xxxxxx. |
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Ontario Xxxxx II Limited Partnership |
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Xxxxxxx Xxxxxxx |
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0000 Xxxxxxx Xxxx, Xxxxx X |
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Xxxxxxx Xxxxxxx Retail LP |
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Fashion Outlets of Chicago |
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Xxxxxxx Xxxxxx Xxx, Xxxxx |
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Fashion Outlets of Chicago, LLC |
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Tyson’s Corner |
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0000 Xxxxxx Xxxxxx Xxxxxx |
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Tysons Corner Holdings LLC |
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Full Line Stores |
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Roosevelt Field |
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000 Xxx Xxxxxxx Xx. |
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The Retail Property Trust |
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Walnut Creek |
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0000 Xxxxx Xxxx Xxxxxx |
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Macerich Northwestern Associates |
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Warehouse |
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Xxxxxxx Park (ECDC) |
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000 Xxxxxxxxxxx Xxxx. |
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Xxxxxxx 325 Research Drive, LLC |
Update to Exhibit D of the Security Agreement
Exhibit D to the Security Agreement is updated to include the following:
U.S. Trademarks
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XXXX |
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Int’l Class |
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SERIAL NO. |
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FILED |
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Owner/ |
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754 |
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03 |
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85/601,196 |
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04/18/2012 |
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NM Nevada Trust |
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LAST CALL STUDIO BY |
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35 |
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85/388,741 |
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08/03/2011 |
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NM Nevada Trust |
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NEIMAN MARCUS |
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4,084,074 |
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01/10/2012 |
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MIDDAY DASH |
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35 |
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85/529,736 |
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01/31/2012 |
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NM Nevada Trust |
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4,209,448 |
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9/18/2012 |
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NM LUXURY |
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35 |
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85/608,140 |
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04/25/2012 |
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NM Nevada Trust |
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ESSENTIALS |
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NM ON THE GO |
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35 |
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85/335,987 |
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06/02/2011 |
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NM Nevada Trust |
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NMBUZZ |
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38 |
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85/763,869 |
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10/25/2012 |
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NM Nevada Trust |
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NMESC |
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25 |
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85/443,204 |
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10/10/2011 |
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NM Nevada Trust |
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Foreign Trademarks
China Trademark Applications/Registrations in the name of NM Nevada Trust
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Xxxx |
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Int’l Class |
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App / Reg. No. |
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Filing Status |
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NEIMAN MARCUS |
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25 |
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3280328 |
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Registered |
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NEIMAN MARCUS |
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18 |
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10293642 |
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Application filed on 12 December 2011 Amendments filed on 23 July 2012 |
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NEIMAN MARCUS |
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25 |
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10293640 |
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Application filed on 12 December 2011 |
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NEIMAN MARCUS |
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35 |
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10293641 |
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Application filed on 12 December 2011 |
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NEIMANS |
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18 |
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10293643 |
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Application filed on 12 December 2011 Amendments filed on 23 July 2012 |
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NEIMANS |
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25 |
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10293655 |
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Application filed on 12 December 2011 |
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NEIMANS |
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35 |
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10293656 |
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Application filed on 12 December 2011 |
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NEIMANS |
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35 |
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10505674 |
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Application filed on 20 February 2012 |
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NEIMANS |
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36 |
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10505675 |
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Application filed on 20 February 2012 |
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NEIMANS |
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39 |
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10505676 |
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Application filed on 20 February 2012 |
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NEIMAN MARCUS |
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36 |
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10505669 |
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Application filed on 20 February 2012 |
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NEIMAN MARCUS |
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39 |
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10505670 |
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Application filed on 20 February 2012 |
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3 |
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10652042 |
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Application filed on 21 March 2012 |
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18 |
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10652041 |
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Application filed on 21 March 2012 |
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25 |
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10652040 |
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Application filed on 21 March 2012 |
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35 |
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10652039 |
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Application filed on 21 March 2012 |
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NEIMAN MARCUS as used by the media) |
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3 |
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10652038 |
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Application filed on 21 March 2012 |
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18 |
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10652037 |
|
Application filed on 21 March 2012 |
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25 |
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10652036 |
|
Application filed on 21 March 2012 |
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35 |
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10652035 |
|
Application filed on 21 March 2012 |
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3 |
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10652034 |
|
Application filed on 21 March 2012 |
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18 |
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10652033 |
|
Application filed on 21 March 2012 |
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25 |
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10652032 |
|
Application filed on 21 March 2012 |
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35 |
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10652031 |
|
Application filed on 21 March 2012 |
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3 |
|
10682113 |
|
Application filed on 27 March 2012 |
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18 |
|
10682112 |
|
Application filed on 27 March 2012 |
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25 |
|
10682111 |
|
Application filed on 27 March 2012 |
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35 |
|
10682110 |
|
Application filed on 27 March 2012 |
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35 |
|
10927908 |
|
Application filed on 17 May 2012 |
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35 |
|
11199013 |
|
Application filed on 12 July 2012 |
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9 |
|
11359014 |
|
Application filed on 16 August 2012 |
|
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|
NEIMAN MARCUS |
|
9 |
|
11359261 |
|
Application filed on 16 August 0000 |
|
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|
XXXXXXXX XXXXXXX |
|
25 |
|
3013771 |
|
Registered |
|
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|
BERGDORF XXXXXXX |
|
18 |
|
10293638 |
|
Application filed on 12 December 2011 |
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|
XXXXXXXX XXXXXXX |
|
35 |
|
10293639 |
|
Application filed on 12 December 2011 |
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|
XXXXXXXX |
|
18 |
|
10293657 |
|
Application filed on 12 December 2011 |
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|
XXXXXXXX |
|
25 |
|
10293658 |
|
Application filed on 12 December 2011 Amendments filed on 26 June 0000 |
|
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|
XXXXXXXX |
|
35 |
|
10293659 |
|
Application filed on 12 December 0000 |
|
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|
XXXXXXXX |
|
35 |
|
10505671 |
|
Application filed on 20 February 0000 |
|
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|
XXXXXXXX |
|
36 |
|
10505672 |
|
Application filed on 20 Februarv 2012 |
|
BERGDORF |
|
39 |
|
10505673 |
|
Application filed on 20 February 0000 |
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|
XXXXXXXX XXXXXXX |
|
36 |
|
10505667 |
|
Application filed on 20 February 0000 |
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|
XXXXXXXX XXXXXXX |
|
39 |
|
10505668 |
|
Application filed on 20 February 2012 |
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3 |
|
10652030 |
|
Application filed on 21 March 2012 |
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18 |
|
10652029 |
|
Application filed on 21 March 2012 |
|
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|
25 |
|
10652028 |
|
Application filed on 21 March 2012 |
|
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|
35 |
|
10652027 |
|
Application filed on 21 March 2012 |
|
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3 |
|
10652026 |
|
Application filed on 21 March 2012 |
|
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|
18 |
|
10652025 |
|
Application filed on 21 March 2012 |
|
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|
25 |
|
10652024 |
|
Application filed on 21 March 2012 |
|
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|
35 |
|
10652023 |
|
Application filed on 21 March 2012 |
|
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|
25 |
|
10652022 |
|
Application filed on 21 March 2012 |
|
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|
35 |
|
10652021 |
|
Application filed on 21 March 2012 |
|
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|
35 |
|
10927909 |
|
Application filed on 17 May 0000 |
|
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|
XXXXXXXX XXXXXXX |
|
25 |
|
11186483 |
|
Application filed on 10 July 0000 |
|
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|
XXXXXXXX XXXXXXX |
|
3 |
|
11199012 |
|
Application filed on 12 July 0000 |
|
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|
XXXXXXXX XXXXXXX |
|
14 |
|
11199011 |
|
Application filed on 12 July 2012 |
|
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3 |
|
11199003 |
|
Application filed on 12 July 2012 |
|
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14 |
|
11199002 |
|
Application filed on 12 July 2012 |
|
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|
18 |
|
11199001 |
|
Application filed on 12 July 2012 |
|
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|
25 |
|
11199000 |
|
Application filed on 12 July 2012 |
|
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|
35 |
|
11198999 |
|
Application filed on 12 July 2012 |
|
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|
36 |
|
11198998 |
|
Application filed on 12 July 2012 |
|
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|
39 |
|
11198997 |
|
Application filed on 12 July 2012 |
|
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3 |
|
11198996 |
|
Application filed on 12 July 2012 |
|
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14 |
|
11198995 |
|
Application filed on 12 July 2012 |
|
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|
18 |
|
11198994 |
|
Application filed on 12 July 2012 |
(BAO GE in Chinese characters)
|
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|
25 |
|
11198993 |
|
Application filed on 12 July 2012 |
|
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|
36 |
|
11198992 |
|
Application filed on 12 July 2012 |
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|
39 |
|
11198991 |
|
Application filed on 12 July 2012 |
|
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|
BAO GE |
|
3 |
|
11199010 |
|
Application filed on 12 July 2012 |
|
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|
BAO GE |
|
14 |
|
11199009 |
|
Application filed on 12 July 2012 |
|
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|
BAO GE |
|
18 |
|
11199008 |
|
Application filed on 12 July 2012 |
|
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|
BAO GE |
|
25 |
|
11199007 |
|
Application filed on 12 July 2012 |
|
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|
BAO GE |
|
35 |
|
11199006 |
|
Application filed on 12 July 2012 |
|
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|
|
|
|
BAO GE |
|
36 |
|
11199005 |
|
Application filed on 12 July 2012 |
|
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|
|
|
|
|
|
BAO GE |
|
39 |
|
11199004 |
|
Application filed on 12 July 0000 |
|
|
|
|
|
|
|
|
|
XXXXXXXX XXXXXXX |
|
9 |
|
11359015 |
|
Application filed on 16 August 2012 |
|
|
|
|
|
|
|
|
|
|
|
9 |
|
11359016 |
|
Application filed on 00 Xxxxxx 0000 |
|
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|
9 |
|
11359017 |
|
Application filed on 16 August 2012 |
|
|
|
|
|
|
|
|
|
BAO GE |
|
9 |
|
11359262 |
|
Application filed on 00 Xxxxxx 0000 |
(XXX GE in Chinese characters)
Xxxx Xxxx Applications/Registrations in the name of NM Nevada Trust
|
Xxxx |
|
Int’l Class |
|
App /Reg. No |
|
Filing Status |
|
|
|
25 |
|
19810069 |
|
Registered |
|
|
|
|
|
|
|
|
|
NEIMAN MARCUS |
|
42 |
|
199406034 |
|
Registered |
|
|
|
|
|
|
|
|
|
NEIMAN MARCUS |
|
3, 14, 16, 18, 25, 30, 35 |
|
302150568 |
|
Registered |
|
|
|
|
|
|
|
|
|
NEIMANS |
|
3, 14, 16, 18, 25, 30, 35 |
|
302150577 |
|
Registered |
|
|
|
|
|
|
|
|
|
XXXXXXXX XXXXXXX |
|
16, 18, 25, 30, 35 |
|
302150595 |
|
Registered |
|
|
|
|
|
|
|
|
|
XXXXXXXX |
|
16, 18, 25, 30, 35 |
|
302150586 |
|
Registered |
Update to Exhibit F of the Security Agreement
Exhibit F of the Security Agreement is updated as follows:
The following is deleted:
|
Grantor |
|
Interest Issued |
|
Record and Beneficial |
|
Percentage |
|
Neiman Marcus Holdings, Inc. |
|
100 shares of Common Stock |
|
The Neiman Marcus Group, Inc. |
|
100% |
The Record and Beneficial Owner of Bergdorf Xxxxxxx, Inc. is The Neiman Marcus Group, Inc.
Securities Investment Accounts
The following items are deleted:
|
Securities Intermediary |
|
Address |
|
Fund Family |
|
Account # |
|
Total Tax-Exempt |
|
|
|
|
|
|
|
XX Xxxxxx Xxxxx Bank, N.A. |
|
0000 Xxxx Xxx, 0xx Xxxxx |
|
[***] |
|
[***] |
|
Taxable |
|
|
|
|
|
|
|
XX Xxxxxx Chase Bank, N.A. |
|
0000 Xxxx Xxx, 0xx Xxxxx |
|
[***] |
|
[***] |
The following rows are added:
|
Securities Intermediary |
|
Address |
|
Fund Family |
|
Account # |
|
Total Tax-Exempt |
|
|
|
|
|
|
|
XX Xxxxxx Xxxxx Bank, N.A. |
|
383 MadisonAve., 3rd Fl. |
|
[***] |
|
[***] |
|
Taxable |
|
|
|
|
|
|
|
XX Xxxxxx Xxxxx Bank, N.A. |
|
000 Xxxxxxx Xxx., 0xx Xx. |
|
[***] |
|
[***] |
