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”).
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”).
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).
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.
ContractCredit Agreement • October 12th, 2005 • Neiman Marcus Group Inc • Retail-department stores • New York
AMENDMENT NO. 1 dated as of October 6, 2005 (this “Amendment”), to the Credit Agreement dated as of October 6, 2005 (the “Credit Agreement”), among THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Borrower”), NEWTON ACQUISTION, INC., a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party thereto, the Lenders (as defined in Article I of the Credit Agreement), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 12th, 2005 • Neiman Marcus Group Inc • Retail-department stores • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, this “Security Agreement”) is entered into as of October 6, 2005 by and among Newton Acquisition, Inc., a Delaware corporation (“Holdings”), Newton Acquisition Merger Sub, Inc., a Delaware corporation (“Merger Sub” and, prior to the Merger, the “Borrower”), The Neiman Marcus Group, Inc., a Delaware corporation (“Neiman Marcus”, and after the Merger, the “Borrower”), the Subsidiary Parties (as defined below) from time to time party hereto and Deutsche Bank Trust Company Americas, in its capacity as administrative agent and collateral agent for the lenders party to the Credit Agreement referred to below (in such capacities, the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2005 • Neiman Marcus Group Inc • Retail-department stores • Texas
This Employment Agreement (this “Agreement”), effective as of the Effective Date, is by and among The Neiman Marcus Group, Inc., a Delaware corporation (“NMG”), Newton Acquisition Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Newton Acquisition, Inc., a Delaware corporation (“Parent”) and Burton M. Tansky (the “Executive”).
PLEDGE AND SECURITY AND INTERCREDITOR AGREEMENTPledge and Security Agreement • October 12th, 2005 • Neiman Marcus Group Inc • Retail-department stores • New York
THIS PLEDGE AND SECURITY AND INTERCREDITOR AGREEMENT (as it may be amended or modified from time to time, this “Agreement”) is entered into as of October 6, 2005 by and among Newton Acquisition, Inc., a Delaware corporation (“Holdings”), Newton Acquisition Merger Sub., Inc., a Delaware corporation (“Merger Sub” and, prior to the Merger, the “Borrower”), The Neiman Marcus Group, Inc., a Delaware corporation (“Neiman Marcus”, and after the Merger, the “Borrower”), the Subsidiary Parties (as defined below) from time to time party hereto and Credit Suisse, in its capacity as administrative agent and collateral agent for the Secured Parties (as defined below) (in such capacity, the “Agent”).
FORM OF SECOND PRIORITY LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENTSecond Priority Leasehold 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 LEASEHOLD 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, 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).
FORM OF FIRST PRIORITY LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENTLeasehold Mortgage • October 12th, 2005 • Neiman Marcus Group Inc • Retail-department stores • New York
THIS FIRST PRIORITY LEASEHOLD 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).
