Neiman Marcus 2008 Annual Report Download - page 300

"Acquired Indebtedness" means, with respect to any specified Person, (a) Indebtedness of any other Person existing
at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted
Subsidiary of such specified Person, and (b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
"Additional Assets" means (a) any property, plant or equipment used or useful in a Similar Business, including any
such asset acquired through any capital expenditure, (b) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result
of the acquisition of such Capital Stock by the Borrower or another Restricted Subsidiary or is merged with or into the Borrower or
another Restricted Subsidiary and that is primarily engaged in a Similar Business, (c) Capital Stock constituting a minority interest in
any Person that at such time is a Restricted Subsidiary that is primarily engaged in a Similar Business, (d) all or substantially all of the
assets of a Similar Business or (e) other assets that are not classified as current assets under GAAP and that are used or useful in a
Similar Business.
"Additional Interest" means all liquidated damages then owing pursuant to the Registration Rights Agreement.
"Adjusted LIBOR Rate" means, for any Interest Period, the rate obtained by dividing (a) the LIBOR Rate for such
Interest Period by (b) a percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all reserves, if any, required to be
maintained against "Eurocurrency liabilities" as specified in Regulation D (including any marginal, emergency, special or
supplemental reserves).
"Administrative Questionnaire" means an Administrative Questionnaire in the form of Exhibit A.
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Person. For purposes of this Agreement, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as used with respect to any Person,
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or otherwise.
"Affiliate Transaction" has the meaning assigned to such term in Section 6.05.
"Agent" has the meaning assigned to such term in the preamble to this Agreement.
"Alternate Base Rate" means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on
such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%. Any change in the Alternate Base Rate due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in
the Prime Rate or the Federal Funds Effective Rate, respectively.
"Applicable Percentage" means, with respect to any Lender, a percentage equal to a fraction the numerator of which
is the aggregate outstanding principal amount of the Loans (or, if no Loans are then outstanding, the Commitment) of such Lender and
the denominator of which is the aggregate outstanding principal amount of the Loans (or, if no Loans are then outstanding, the
Commitments) of all Lenders.
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