Neiman Marcus 2003 Annual Report Download - page 275

EXHIBIT H
ASSIGNMENT AND ASSUMPTION AGREEMENT
AGREEMENT dated as of , among [NAME OF ASSIGNOR] (the "Assignor") and [NAME OF ASSIGNEE] (the
"Assignee").
WHEREAS, this Assignment and Assumption Agreement (the "Agreement") relates to the Credit Agreement dated as of June
9, 2004 (as amended from time to time, the "Credit Agreement") among The Neiman Marcus Group, Inc., the Lender's party thereto,
Bank of America, N.A., as Syndication Agent, and JPMorgan Chase Bank, as Administrative Agent;
WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment to make Loans to the Borrower in an
aggregate principal amount at any time outstanding not to exceed $ ;
WHEREAS, [Committed] Loans made to the Borrower by the Assignor under the Credit Agreement in the aggregate
principal amount of $ are outstanding at the date hereof;
WHEREAS, the Assignor has Letter of Credit Liabilities in an aggregate amount of $ under the Credit Agreement at
the date hereof; and
WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of the Assignor under the Credit Agreement in
respect of a portion of its Commitment thereunder in an amount equal to $ (the "Assigned Amount"), together with a
corresponding portion of each of its outstanding [Committed] Loans and Letter of Credit Liabilities, and the Assignee proposes to
accept such assignment and assume the corresponding obligations of the Assignor under the Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree
as follows:
Section 1. Definitions. All capitalized terms not otherwise defined herein have the respective meanings set forth in
the Credit Agreement.
Section 2. Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit
Agreement to the extent of the Assigned Amount and a corresponding portion of each of its outstanding [Committed] Loans, and the
Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit
Agreement to the extent of the Assigned Amount. Upon the execution and delivery hereof by the Assignor and the Assignee [and the
execution of the consent attached hereto by the Borrower and the Administrative Agent](9) and the payment of the amounts specified
in Section 3 required to be paid on the date hereof, (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated
to perform the obligations of a Lender under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount
and acquire the rights of the Assignor with respect to a corresponding portion of each of its outstanding [Committed] Loans and
Letter of Credit Liabilities and (ii) the Commitment of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount,
and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed
by the Assignee. The assignment provided for herein shall be without recourse to the Assignor.
(9) Delete if consent is not required.