Neiman Marcus 2008 Annual Report Download - page 299

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").
Pursuant to or in connection with the Merger Agreement (such term and each other capitalized term used but not
defined in this introductory statement having the meaning given it in Article I), (a) Merger Sub will merge (the "Merger") with and
into Neiman Marcus, with (i) the outstanding capital stock of Neiman Marcus being converted into (and certain outstanding options to
purchase, and outstanding stock unit awards representing the right to receive, shares of capital stock of Neiman Marcus being canceled
in exchange for) the right to receive an aggregate amount of approximately $5,110,800,000 in cash (the "Merger Consideration"),
subject to dissenters' rights, (ii) Neiman Marcus surviving as a Wholly-Owned Subsidiary of Holdings and (iii) Neiman Marcus
assuming by operation of law all of the Obligations of Merger Sub under this Agreement and the other Loan Documents, (b) the
Borrower will obtain the Senior Secured Asset-Based Revolving Credit Facility in an aggregate principal amount of up to
$600,000,000, (c) the Borrower will issue, in a public offering or in a Rule 144A or other private placement, (i) $700,000,000
aggregate principal amount of its Senior Notes and (ii) $500,000,000 aggregate principal amount of its Senior Subordinated Notes,
(d) the Equity Contribution will be made, (e) the Existing Bank Debt Refinancing will be effected, (f) the 2008 Notes Call for
Redemption will be effected, (g) the 2028 Debentures and the 2008 Notes will be secured by the Pari Passu Liens and (h) the
Transaction Costs will be paid.
In connection with the foregoing, the Borrower has requested the Lenders to extend credit in the form of Loans on
the Closing Date, in an aggregate principal amount not in excess of $1,975,000,000. The proceeds of the Loans are to be used solely to
finance, in part, the Merger Consideration, the Existing Bank Debt Refinancing, the redemption after the Closing Date of the 2008
Notes and the Transaction Costs.
The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth
herein. Accordingly, the parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified
below:
"ABL Security Documents" means any and all security agreements, pledge agreements, mortgages and other
agreements and documents pursuant to which any Liens are granted to secure any Indebtedness or other obligations in respect of the
Senior Secured Asset-Based Revolving Credit Facility.
"ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.