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”).
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 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”).
AMENDED AND RESTATED ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 7, 2019, among MARIPOSA INTERMEDIATE HOLDINGS LLC, as Holdings, NEIMAN MARCUS GROUP LTD LLC, as the Borrower, each other Grantor and/or Guarantor party hereto and DEUTSCHE...Abl Guarantee and Collateral Agreement • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • New York
This COPYRIGHT SECURITY AGREEMENT is dated as of [ ], by [·] (each, individually, a “Grantor” and, collectively, the “Grantors”), in favor of Deutsche Bank AG New York Branch, in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 7, 2019, among MARIPOSA INTERMEDIATE HOLDINGS LLC, as Holdings, NEIMAN MARCUS GROUP LTD LLC, as the Lead Borrower, each other Grantor and/or Guarantor party hereto,...Term Loan Guarantee and Collateral Agreement • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • New York
Reference is made to that certain Subordination Agreement, dated as of June 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Extended Term Loan PropCo Subordination Agreement”), by and among 2019 Extended Term Loan PropCo, Credit Suisse AG, Cayman Islands Branch for itself and on behalf of the First Priority Holders (as defined therein), Ankura Trust Company, LLC, for itself and on behalf of the Second Priority Holders (as defined therein), Wilmington Trust, National Association, for itself and on behalf of each series of Third Priority Holders (as defined therein), Wilmington Savings Fund Society, FSB for itself and on behalf of the 2028 Notes Holders (as defined therein), Deutsche Bank AG New York Branch, for itself and on behalf of the ABL Holders (as defined therein), and each other Representative (as defined therein) party thereto from time to time. Notwithstanding anything herein to the contrary, the applicable guarantees hereunder and the
EXTENSION AMENDMENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 7, 2019 (this “Extension Amendment”), among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), NEIMAN MARCUS GROUP LTD LLC, a Delaware...Credit Agreement • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • New York
TERM LOAN CREDIT AGREEMENT, dated as of October 25, 2013 (as amended, amended and restated, supplemented, extended, renewed or otherwise modified from time to time, this “Agreement”), by and among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MARIPOSA MERGER SUBNEIMAN MARCUS GROUP LTD LLC, a Delaware limited liability company, as a Borrower (“Merger Subthe “Lead Borrower” or “Existing Borrower”), THE NEIMAN MARCUS GROUP LLC, a Delaware limited liability company (“TNMG LLC”), THE NMG SUBSIDIARY LLC, a Delaware limited liability company (“The NMG Subsidiary” and together with TNMG LLC and the Lead Borrower, the “Borrowers” and each, a “Borrower”), 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”
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • New York
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of June 7, 2019, between The Neiman Marcus Group LLC, a Delaware corporation (the “Company”), and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).
FOURTH AMENDMENT, dated as of June 7, 2019 (this “Fourth Amendment”), among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), NEIMAN MARCUS GROUP LTD LLC, a Delaware limited liability company (the “Borrower”), THE...Fourth Amendment • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • New York
REVOLVING CREDIT AGREEMENT, dated as of October 25, 2013 (as amended, restated, amended and restated, supplemented, extended, renewed or otherwise modified from time to time, this “Agreement”), by and among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MARIPOSA MERGER SUBNEIMAN MARCUS GROUP LTD LLC, a Delaware limited liability company (the “Merger SubBorrower”), 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 Secti
PLEDGE AGREEMENT dated and effective as of June 7, 2019 betweenPledge Agreement • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • New York
This PLEDGE AGREEMENT, dated and effective as of June 7, 2019, is between MYT PARENT CO., a Delaware corporation (together with its successors and permitted assigns, the “Pledgor”), MYT HOLDING CO., a Delaware corporation, a direct Wholly Owned Subsidiary of the Pledgor (together with its successors and permitted assigns, “MYT Holdco”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the 8.000% Indenture (as defined below) (together with its successors and permitted assigns in such capacity, the “8.000% Third Lien Notes Trustee”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the 8.750% Indenture (as defined below) (together with its successors and permitted assigns in such capacity, the “8.750% Third Lien Notes Trustee”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below).
June 7, 2019 MYT Holding Co. c/o Neiman Marcus Group, Inc. Dallas, TX 75201 Attention: Tracy M. Preston Ladies and Gentlemen:Letter Agreement • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • Delaware
This letter agreement (the “Letter Agreement”) is made and entered into as of June 7, 2019, by and between MYT Parent Co. (“MYT Parent”) and MYT Holding Co., a subsidiary of MYT Parent (“MYT Holdco”), in connection with, and as an inducement to the parties described in Section 5 (Third Party Beneficiaries) below to enter into the recapitalization of certain of the Company Parties’ (as defined below) outstanding indebtedness and equity interests. MYT Parent and MYT Holdco hereby acknowledge and agree that:
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 7, 2019, among MYT PARENT CO., each Grantor party hereto and ANKURA TRUST COMPANY, LLC, as Trustee and as Collateral AgentGuarantee and Collateral Agreement • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of June 7, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among MYT PARENT CO., 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”).
THIRD LIEN NOTES COLLATERAL AGREEMENT, dated as of June 7, 2019, among each Grantor party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as 8.000% Notes Trustee, and WILMINGTON TRUST,...Third Lien Notes Collateral Agreement • June 11th, 2019 • Neiman Marcus Group LTD LLC • Retail-department stores • New York
THIRD 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”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under the 8.000% Notes Indenture (as defined below), (in such capacity, the “8.000% Notes Trustee”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under the 8.750% Notes Indenture (as defined below), (in such capacity, the “8.750% Notes Trustee”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).
