Neiman Marcus 2008 Annual Report Download - page 314

permitted under Section 6.04, to the extent that such Investments and acquisitions were financed with internally generated
cash flow of the Borrower and its Restricted Subsidiaries,
(viii) the amount of Restricted Payments made during such period to the extent permitted under Section 6.04(b)
(xvi), to the extent that such Restricted Payments were financed with internally generated cash flow of the Borrower and its
Restricted Subsidiaries,
(ix) the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash
during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not
expensed during such period,
(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower
and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of
Indebtedness,
(xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration
required to be paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the "Contract
Consideration") entered into prior to or during such period relating to acquisitions or Capital Expenditures to be
consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period,
provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such acquisitions or
Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the
amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive
fiscal quarters, and
(xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in
determining Consolidated Net Income for such period.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder.
"Excluded Contribution" means net cash proceeds, marketable securities or Qualified Proceeds received by the
Borrower from (a) contributions to its common equity capital, and (b) the sale (other than to a subsidiary of the Borrower or to any
management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Borrower) of
Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Borrower, in each case designated as Excluded
Contributions pursuant to an Officers' Certificate executed by an executive vice president and the principal financial officer of the
Borrower on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are
excluded from the calculation set forth in Section 6.04(a)(iii).
"Excluded Taxes" means, with respect to the Agent, any Lender or any other recipient of any payment to be made
by or on account of any obligation of the Borrower or any other Loan Party hereunder, (a) income or franchise taxes imposed on (or
measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located,
(b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the
Borrower or any other Loan Party is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by
the Borrower under Section 2.17(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such
Foreign
16