Neiman Marcus 2008 Annual Report Download - page 318

"incurrence" has the meaning set forth in Section 6.01.
"Indebtedness" means, with respect to any Person, (a) any indebtedness (including principal and premium) of such
Person, whether or not contingent (i) in respect of borrowed money, (ii) evidenced by bonds, notes, debentures or similar instruments
or letters of credit or bankers' acceptances (or, without double counting, reimbursement agreements in respect thereof),
(iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations),
except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary
course of business, or (iv) representing any Hedging Obligations, if and to the extent that any of the foregoing Indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of
such Person prepared in accordance with GAAP; (b) to the extent not otherwise included, any obligation by such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (a) of another Person (whether or
not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable
instruments for collection in the ordinary course of business; (c) to the extent not otherwise included, the obligations of the type
referred to in clause (a) of another Person secured by a Lien on any asset owned by such Person, whether or not such obligations are
assumed by such Person and whether or not such obligations would appear upon the balance sheet of such Person; provided that the
amount of such Indebtedness will be the lesser of the fair market value of such asset at the date of determination and the amount of
Indebtedness so secured; and (d) Attributable Debt in respect of Sale and Lease-Back Transactions; provided, however, that
notwithstanding the foregoing, Indebtedness will be deemed not to include (A) Contingent Obligations incurred in the ordinary course
of business and (B) Obligations under, or in respect of, Receivables Facilities.
"Indemnified Taxes" means Taxes other than Excluded Taxes.
"Independent Financial Advisor" means an accounting, appraisal, investment banking firm or consultant to Persons
engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to
perform the task for which it has been engaged and that is independent of the Borrower and its Affiliates.
"Information" has the meaning set forth in Section 3.11(a).
"Information Memorandum" means the Confidential Information Memorandum dated September 2005, relating to
the Borrower and the Transactions.
"Intercreditor Agreement" means the Lien Subordination and Intercreditor Agreement dated the date hereof, among
Holdings, the Borrower, the subsidiaries of the Borrower party from time to time thereto, the Agent and the Revolving Facility Agent
(as defined therein).
"Interest Election Request" means a request by the Borrower to convert or continue a Borrowing in accordance with
Section 2.05.
"Interest Payment Date" means (a) with respect to any ABR Loan, the first Business Day of each January, April,
July and October and the Maturity Date and (b) with respect to any LIBOR Rate Loan, the last day of the Interest Period applicable to
the Borrowing of which such Loan is a part and, in the case of a LIBOR Rate Borrowing with an Interest Period of more than three
months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first
day of such Interest Period (or if such day is not a Business Day, the next succeeding Business Day).
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