SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 17, 2011 Among THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders and BANK OF AMERICA, N.A., as Administrative Agent and BANK OF AMERICA, N.A. WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • June 8th, 2011 • Neiman Marcus, Inc. • Retail-department stores • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 17, 2011 (this “Agreement”), is made by and among THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Company”), NEIMAN MARCUS, INC., a Delaware corporation (“Holdings”), each subsidiary of the Company from time to time party hereto, the Lenders (as defined in Article I), BANK OF AMERICA, N.A., as administrative agent for the Lenders hereunder (in such capacity, the “Agent”), and BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-collateral agents (the “Co-Collateral Agents”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 8th, 2011 • Neiman Marcus, 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”).
CREDIT AGREEMENT Dated as of October 6, 2005, as amended and restated as of November 17, 2010, as further amended and restated as of May 16, 2011, Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders and CREDIT SUISSE AG as Administrative...Credit Agreement • June 8th, 2011 • Neiman Marcus, Inc. • Retail-department stores • New York
CREDIT AGREEMENT dated as of October 6, 2005, as amended and restated as of November 17, 2010, as further amended and restated as of May 16, 2011 (this “Agreement”), among THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Borrower”), NEIMAN MARCUS, INC. (formerly known as Newton Acquisition, Inc.), a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Article I) and CREDIT SUISSE AG (formerly known as Credit Suisse), as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Agent”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 8th, 2011 • Neiman Marcus, Inc. • Retail-department stores • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of May 16, 2011, among The Neiman Marcus Group, Inc., a Delaware corporation (the “Company”), U.S. Bank National Association, as trustee (the “Trustee”), and each of the guarantors party thereto, as guarantors (the “Guarantors”).
ContractLien Subordination and Intercreditor Agreement • June 8th, 2011 • Neiman Marcus, Inc. • Retail-department stores • New York
AMENDMENT NO. 1 dated as of May 16, 2011 (this “Amendment”), to the Lien Subordination and Intercreditor Agreement dated as of October 6, 2005 (as amended or otherwise modified prior to the date hereof, the “Intercreditor Agreement”; capitalized terms used but not otherwise defined herein having the meanings assigned thereto therein), among NEIMAN MARCUS, INC. (formerly known as Newton Acquisition, Inc.), a Delaware corporation, THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as agent for the Revolving Facility Secured Parties referred to therein, the subsidiaries of the Borrower from time to time party thereto, and CREDIT SUISSE AG (formerly known as Credit Suisse), as agent for the Term Loan Secured Parties referred to therein.
