Neiman Marcus 2008 Annual Report Download - page 312

Transactions and the redemption after the Closing Date of the 2008 Notes, in cash to Holdings (or any direct or indirect parent thereof)
as common equity and/or preferred equity having terms reasonably satisfactory to the Joint Lead Arrangers, and the cash contribution
by Holdings (or any direct or indirect parent thereof) of the amount so received to Merger Sub (or if by a direct or indirect parent of
Holdings, by such parent to Holdings and by Holdings to Merger Sub) in respect of Holdings' common equity and/or preferred equity
in Merger Sub having terms reasonably satisfactory to the Joint Lead Arrangers or in exchange for the issuance to Holdings of Equity
Interests of Merger Sub.
"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but
excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
"Equity Offering" means any public or private sale of common stock or Preferred Stock of the Borrower or any of
its direct or indirect parent companies (excluding Disqualified Stock), other than (a) public offerings with respect to the Borrower's or
any direct or indirect parent company's common stock registered on Form S-4 or Form S-8, (b) any such public or private sale that
constitutes an Excluded Contribution and (c) an issuance to any subsidiary of the Borrower.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.
"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower, is
treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414 of the Code.
"ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued
thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to
any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability
under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the
PBGC or a plan administrator of any notice of an intent to terminate any Plan or Plans or to appoint a trustee to administer any Plan;
(f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is insolvent or in reorganization, within the meaning of Title IV of ERISA.
"euro" means the single currency of participating member states of the EMU.
"Event of Default" has the meaning assigned to such term in Article VII.
"Excess Cash Flow" means, for any fiscal year of the Borrower (or, in the case of the fiscal year of the Borrower
ended July 30, 2006 (except for purposes of determining changes in Consolidated Working Capital), the portion thereof commencing
on the Closing Date and ending on July 30, 2006), an amount equal to the excess of:
(a) the sum, without duplication, of:
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