Neiman Marcus 2003 Annual Report Download - page 273

2. The execution, delivery and performance by the Borrower of the Credit Agreement and the Notes are within the
Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or
filing with, any governmental body, agency or official, except for the filing of the Credit Agreement with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, and the Credit Agreement and the Notes do not
contravene, or constitute a default under, any provision of applicable law or of the Restated Certificate of Incorporation or By-Laws of
the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any
Significant Subsidiary.
3. The Credit Agreement has been duly and validly executed and delivered by authorized officers of the Borrower. The
Credit Agreement constitutes, and each Note, if and when issued in accordance with the Credit Agreement, will constitute a valid and
binding obligation of the Borrower, in each case enforceable in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of
creditors rights and except to the extent that the availability of the remedy of specific enforcement or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.
4. Various suits and claims arising in the ordinary course of business, some of which involve substantial amounts, are
pending against the Borrower and its Subsidiaries. While the ultimate effect of such litigation cannot be ascertained at this time, in my
opinion, there are no actions, suits, proceedings or investigations pending, or to my knowledge threatened, against the Borrower or any
Subsidiary in which there is a reasonable possibility of an adverse decision which would materially adversely affect the business,
assets or financial condition of the Borrower and its Subsidiaries, taken as a whole.
Very truly yours,