Neiman Marcus 2008 Annual Report Download - page 305

purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or
more of the total voting power of the Voting Stock of the Borrower or any of its direct or indirect parent companies.
"Change of Control Offer" has the meaning assigned to such term in Section 2.19(b).
"Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any
change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of
this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement (other than any such request, guideline or directive to comply
with any law, rule or regulation that was in effect on the date of this Agreement).
"Closing Date" means the date on which the conditions specified in Article IV are satisfied (or waived in accordance
with Section 9.02).
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Co-Investors" means the investment funds associated with each of Credit Suisse First Boston and Leonard Green &
Partners, L.P., which are making a portion of the Equity Contribution, and their respective Affiliates.
"Collateral" means any and all property owned, leased or operated by a Person subject to a security interest or Lien
under the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any
time be or become subject to a security interest or Lien in favor of Agent, on behalf of itself and the Lenders, to secure the Secured
Obligations; provided, however, that Collateral shall not at any time include any Margin Stock.
"Collateral Documents" means, collectively, the Security Agreement, the Mortgages and any other documents
granting a Lien upon the Collateral as security for payment of the Secured Obligations.
"Commitment" means (a) with respect to each Lender, the commitment of such Lender to make Loans as set forth in
the Commitment Schedule or in the most recent Assignment and Assumption executed by such Lender and (b) as to all Lenders, the
aggregate commitment of all Lenders to make Loans, which aggregate commitment shall be $1,975,000,000 on the Closing Date.
"Commitment Schedule" means the Schedule attached hereto identified as such.
"Consolidated Depreciation and Amortization Expense" means with respect to any Person for any period, the total
amount of depreciation and amortization expense, including the amortization of deferred financing fees and other related noncash
charges of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance
with GAAP.
"Consolidated Interest Expense" means, with respect to any Person for any period, the sum, without duplication, of
(a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was
deducted in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of
Indebtedness
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