Neiman Marcus 2008 Annual Report Download - page 311

(other than Disqualified Stock that is Preferred Stock) in each case, solely to the extent that such cash proceeds are excluded
from the calculation set forth in Section 6.04(a)(iii);
(b) decreased by (without duplication) noncash gains increasing Consolidated Net Income of such Person for such
period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any
prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating EBITDA in
accordance with this definition); and
(c) increased or decreased, as applicable, by (without duplication) (i) any net gain or loss resulting in such period
from Hedging Obligations and the application of Statement of Financial Accounting Standards #133, (ii) any net gain or loss
resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness and
(iii) the amount of gain or loss resulting in such period from a sale of receivables and related assets to a Receivables
Subsidiary in connection with a Receivables Facility.
"Eligible Assignee" means (i) a Lender, (ii) a commercial bank, insurance company, or company engaged in the
business of making commercial loans or a commercial finance company, which Person, together with its Affiliates, has a combined
capital and surplus in excess of $1,000,000,000, (iii) any Affiliate of a Lender under common control with such Lender or (iv) an
Approved Fund of a Lender, provided that in any event, "Eligible Assignee" shall not include (w) any natural person, (x) Holdings or
the Borrower or any Affiliate (which for this purpose shall not include the Agent or any of its branches or Affiliates engaged in the
business of making commercial loans) thereof, (y) any Sponsor or any of their respective Affiliates or (z) any "creditor", as defined in
Regulation T, or "foreign branch of a broker-dealer", within the meaning of Regulation X; provided, however, that upon the
occurrence of an Event of Default, no Person (other than a Lender) shall be an "Eligible Assignee" if the assignment of any
Commitment or Loan to such Person would cause such Person to have Commitments or Loans in excess of twenty-five percent (25%)
of the then outstanding total aggregate Commitments or Loans, as the case may be.
"EMU" means the economic and monetary union contemplated by the Treaty of the European Union.
"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions,
notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.
"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or
based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.
"Equity Contribution" means the contribution by the Sponsors, the Co-Investors and the Management Stockholders
and certain other Persons investing through Newton Co-Invest I LLC or Newton Co-Invest II LLC, in an aggregate amount of not less
than 25% of the total consolidated capitalization of Holdings on the Closing Date, after giving pro forma effect to the consummation
of the
13