Neiman Marcus 2008 Annual Report Download - page 304

"Cash Equivalents" means:
(a) Dollars;
(b) Canadian dollars, Japanese yen, pounds sterling, euro or, in the case of any Foreign Subsidiary that is a
Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;
(c) securities issued or directly and fully and unconditionally guaranteed or insured by the government of the United
States of America or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full
faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;
(d) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the
date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case
with any commercial bank having capital and surplus in excess of $250,000,000;
(e) repurchase obligations for underlying securities of the types described in clauses (c) and (d) above entered into
with any financial institution meeting the qualifications specified in clause (d) above;
(f) commercial paper rated at least "P-1" by Moody's or at least "A-1" by S&P and in each case maturing within 12
months after the date of issuance thereof;
(g) investment funds investing at least 95% of their assets in securities of the types described in clauses (a) through
(f) above;
(h) readily marketable direct obligations issued by any state of the United States of America or any political
subdivision thereof having one of the two highest rating categories obtainable from either Moody's or S&P with maturities of
24 months or less from the date of acquisition; and
(i) Indebtedness or Preferred Stock issued by Persons with a rating of "A" or higher from S&P or "A2" or higher
from Moody's with maturities of 12 months or less from the date of acquisition.
Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those
set forth in clauses (a) and (b) above; provided that such amounts are converted into one or more of the currencies set forth in
clauses (a) and (b) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of such
amounts.
"Change of Control" means the occurrence of (a) the sale, lease or transfer, in one or a series of related transactions,
of all or substantially all of the assets of the Borrower and its subsidiaries, taken as a whole, to any Person other than a Permitted
Holder or (b) the Borrower becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act,
proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or
disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), other than the
Permitted Holders, in a single transaction or in a series of related transactions, by way of merger, consolidation or other business
combination or
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