Neiman Marcus 2008 Annual Report Download - page 308

"Consolidated Secured Debt Ratio" as of any date of determination means the ratio of (a) Consolidated Total
Indebtedness of the Borrower and the Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal quarter for
which internal financial statements are available immediately preceding the date on which such event for which such calculation is
being made shall occur to (b) the aggregate amount of EBITDA of the Borrower and the Restricted Subsidiaries for the period of the
most recently ended consecutive four full fiscal quarters for which internal financial statements are available immediately preceding
the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to
Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in
the definition of "Fixed Charge Coverage Ratio".
"Consolidated Total Indebtedness" means, as at any date of determination, an amount equal to the sum of (a) the
aggregate amount of all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting of
Indebtedness for borrowed money, obligations in respect of Capitalized Lease Obligations, Attributable Debt in respect of Sale and
Lease-Back Transactions and debt obligations evidenced by bonds, notes, debentures or similar instruments or letters of credit or
bankers' acceptances (and excluding (x) any undrawn letters of credit issued in the ordinary course of business and (y) all obligations
relating to Receivables Facilities) and (b) the aggregate amount of all outstanding Disqualified Stock of the Borrower and all
Disqualified Stock and Preferred Stock of the Restricted Subsidiaries (excluding items eliminated in consolidation), with the amount
of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences
and Maximum Fixed Repurchase Prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes of
this definition, the "Maximum Fixed Repurchase Price" of any Disqualified Stock or Preferred Stock that does not have a fixed
repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified
Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined
pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or
Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Borrower.
"Consolidated Working Capital" means, at any date, the excess of (a) the sum of all amounts (other than cash and
Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption "total current assets" (or any like caption)
on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date over (b) the sum of all amounts that
would, in conformity with GAAP, be set forth opposite the caption "total current liabilities" (or any like caption) on a consolidated
balance sheet of the Borrower and its Restricted Subsidiaries on such date, including deferred revenue but excluding, without
duplication, (i) the current portion of any Funded Debt, (ii) the current portion of interest and (iii) the current portion of current and
deferred income taxes.
"Contingent Obligations" means, with respect to any Person, any obligation of such Person guaranteeing any leases,
dividends or other obligations that do not constitute Indebtedness (the "primary obligations") of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to
purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds
(i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (c) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment
of such primary obligation against loss in respect thereof.
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