Neiman Marcus 2008 Annual Report Download - page 339

Lender hereunder and (iii) the amount of any sum received by the Agent hereunder for the account of the Lenders and each Lender's
share thereof.
(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Agent to
maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Agreement.
(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in
substantially the form of Exhibit F hereto. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all
times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to
the payee named therein and its registered assigns.
SECTION 2.08. Optional Prepayment of Loans. (a) Upon prior notice in accordance with paragraph (b) of this
Section, the Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without
premium or penalty (but subject to Section 2.14); provided that any optional prepayment of Loans pursuant to this paragraph (a) (other
than any such prepayment that is made with Designated Asset Sale Proceeds) made prior to the first anniversary of the Closing Date
shall be accompanied by a prepayment fee in an amount (expressed as a percentage of the principal amount of Loans to be prepaid)
equal to 1.00% of the principal amount of the Loans to be prepaid.
(b) The Borrower shall notify the Agent by telephone (confirmed by facsimile) of any prepayment hereunder (i) in
the case of prepayment of a LIBOR Rate Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before
the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the
day of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each
Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Agent shall
advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in
the case of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.11.
SECTION 2.09. Mandatory Prepayment of Loans. (a) No later than the earlier of (i) ninety (90) days after the end
of each fiscal year of the Borrower, commencing with the fiscal year ending on July 30, 2006, and (ii) the date on which the financial
statements with respect to such period are delivered pursuant to Section 5.01(a), the Borrower shall prepay outstanding Loans in an
aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended; provided that the amount of such
prepayment shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such fiscal year shall
be equal to or less than 5.00 to 1.00, but greater than 4.50 to 1.00, and (ii) such prepayment shall not be required if the Consolidated
Leverage Ratio at the end of such fiscal year shall be equal to or less than 4.50 to 1.00.
(b) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.09, (i) a
certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such
prepayment and (ii) to the extent practicable, at least three (3) days prior written notice of such prepayment. Each notice of
prepayment shall specify the
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