Exhibit 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this "Agreement"), dated as of May 9,
2005, among TPG Advisors III, Inc., a Delaware corporation ("Advisors III"), TPG
Advisors IV, Inc., a Delaware corporation ("Advisors IV"), Warburg Pincus
Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), Warburg
Pincus Partners LLC, a New York limited liability company ("WP Partners"),
Warburg Pincus & Co., a New York general partnership ("WP"), Warburg Pincus LLC,
a New York limited liability company ("WP LLC"), Xxxxxx Acquisition, Inc.
("Parent") and Xxxxxx Acquisition Merger Sub., Inc. ("Merger Sub" and, together
with Advisors III, Advisors IV, WP VIII, WP Partners, WP, WP LLC and Parent, the
"Reporting Persons").
W I T N E S S E T H
WHEREAS, as of the date hereof, each of the Reporting Persons
is filing their statement on Schedule 13D (the "Schedule 13D") with respect to
the Class B common stock, par value $0.01 per share, of The Neiman Marcus Group,
Inc., a Delaware corporation;
WHEREAS, each of the Reporting Persons is individually
eligible to file the Schedule 13D;
WHEREAS, each of the Reporting Persons wishes to file the
Schedule 13D and any future amendments thereto jointly and on behalf each of the
Reporting Persons, pursuant to Rule 13d-1(k)(1) under the Securities Exchange
Act of 0000 (xxx "Xxxxxxxx Xxx");
NOW, THEREFORE, in consideration of these premises and other
good and valuable consideration, the parties hereto agree as follows:
1. The Reporting Persons hereby agree that the Schedule
13D is, and any future amendments to the Schedule 13D will be, filed on behalf
of each of the Reporting Persons pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act.
2. Each of the Reporting Persons hereby acknowledges that,
pursuant to Rule 13d-1(k)(1)(i) under the Exchange Act, such Reporting Person is
responsible for the timely filing of the Schedule 13D and any future amendments
thereto, and for the completeness and accuracy of the information concerning
such Reporting Person contained therein, and is not responsible for the
completeness and accuracy of the information concerning the other Reporting
Persons contained therein, unless such Reporting Person knows or has reason to
know that such information is inaccurate.
3. Each of the Reporting Persons hereby agrees that this
Agreement shall be filed as an exhibit to the Schedule 13D, pursuant to Rule
13d-1(k)(1)(iii) under the Exchange Act.
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SIGNATURE
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized representative as of the day and year first
above written.
TPG ADVISORS III, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
TPG ADVISORS IV, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By: WARBURG PINCUS PARTNERS LLC
Its General Partner
By: WARBURG PINCUS & CO.,
Its Managing Member
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Partner
WARBURG PINCUS LLC
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Director
WARBURG PINCUS & CO.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Partner
WARBURG PINCUS PARTNERS LLC
By: Warburg Pincus & Co., its Managing Member
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Partner
XXXXXX ACQUISITION, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
XXXXXX ACQUISITION MERGER SUB., INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
