Neiman Marcus 2008 Annual Report Download - page 321

the Borrower and the other Loan Parties (taken as a whole) to perform their obligations under the Loan Documents or (c) the rights of,
or remedies available to the Agent or the Lenders under, the Loan Documents.
"Material Indebtedness" means Indebtedness (other than the Loans), or obligations in respect of one or more Hedge
Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $50,000,000. For
purposes of determining Material Indebtedness, the "obligations" of the Borrower or any Subsidiary in respect of any Hedge
Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such
Subsidiary would be required to pay if such Hedge Agreement were terminated at such time.
"Maturity Date" means April 6, 2013.
"Maximum Liability" has the meaning assigned to such term in Section 10.09.
"Merger" has the meaning assigned to such term in the introductory statement to this Agreement.
"Merger Agreement" means the Agreement and Plan of Merger dated as of May 1, 2005, among Holdings, Merger
Sub and Neiman Marcus, as amended from time to time.
"Merger Consideration" has the meaning assigned to such term in the introductory statement to this Agreement.
"Merger Sub" has the meaning assigned to such term in the preamble to this Agreement.
"Moody's" means Moody's Investors Service, Inc. and any successor to its rating agency business.
"Mortgaged Properties" means, initially, the owned real properties and leasehold and subleasehold interests of the
Loan Parties specified on Schedule 1.01(b), and shall include each other parcel of real property and improvements thereto with respect
to which a Mortgage is granted pursuant to Section 5.11.
"Mortgages" means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of
the Agent, for the benefit of the Agent and the Lenders, on real property of a Loan Party, including any amendment, modification or
supplement thereto.
"Multiemployer Plan" means a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.
"Neiman Marcus" has the meaning assigned to such term in the preamble to this Agreement.
"Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance
with GAAP and before any reduction in respect of Preferred Stock dividends.
"Net Proceeds" means the aggregate cash proceeds received by the Borrower or any Restricted Subsidiary in respect
of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Noncash Consideration received in
any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Noncash
Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any
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