2 and Incremental Loan Assumption Agreement Sample Contracts

Contract
2 and Incremental Loan Assumption Agreement • March 6th, 2013 • Neiman Marcus, Inc. • Retail-department stores • New York

AMENDMENT NO. 2 AND INCREMENTAL LOAN ASSUMPTION AGREEMENT dated as of February 8, 2013 (this “Agreement”), to the 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, and as amended by the Amendment No. 1 and Incremental Loan Agreement dated as of November 30, 2012 (the “Second Restated Credit Agreement”), among THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Borrower”), NEIMAN MARCUS, INC., a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party hereto, the lenders party thereto (the “Existing Lenders”) and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacities, the “Agent”).

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