Neiman Marcus 2008 Annual Report Download - page 348

accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of
termination of such agreement).
(b) Within 450 days after any of the Borrower's or any Restricted Subsidiary's receipt of the Net Proceeds of any
Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its
option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the
Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to
correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted
Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness
(other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility
First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness
outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in
accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal
amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of
a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted
Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of
the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of
such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other
assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets
that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted
Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of
clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until
such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period
longer than 180 days) (or, if earlier, until termination of such agreement).
(c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of
this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute "Excess Proceeds".
When the aggregate amount of Excess Proceeds exceeds $45,000,000, the Borrower shall (i) make an offer within ten (10) Business
Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior
Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the
procedures set forth below for prepayment or an Asset Sale Offer, to prepay the maximum aggregate principal amount of Loans and
prepay or purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 that may be
purchased out of the Excess Proceeds at a prepayment or purchase price in cash equal to 100% of the principal amount thereof, plus
accrued and unpaid interest to the date of prepayment or repurchase, in accordance with the terms contemplated in this Section 2.20;
and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer
(subject to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations
with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the
expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or less.
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