Neiman Marcus 2008 Annual Report Download - page 365

SECTION 5.12. Maintenance of Corporate Separateness. Each Loan Party will, and will cause each Subsidiary to,
satisfy customary corporate or limited liability company formalities, including the maintenance of corporate and business records.
SECTION 5.13. 2008 Notes Redemption. Within forty (40) days after the Closing Date, the Borrower shall deposit
with the trustee under the indenture governing the 2008 Notes sufficient funds for the full satisfaction and discharge of the entire
outstanding principal amount of the 2008 Notes.
ARTICLE VI
Negative Covenants
Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees,
expenses and other amounts payable under any Loan Document have been paid in full, the Loan Parties covenant and agree, jointly
and severally, with the Lenders that:
SECTION 6.01. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.
(a) The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, "incur" and collectively, an
"incurrence") with respect to any Indebtedness (including Acquired Indebtedness), and the Borrower will not issue any shares of
Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock;
provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any
Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of
Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Borrower's and its Restricted Subsidiaries' most
recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which
such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00,
determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the
proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness (including
Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the
foregoing by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed $100,000,000 at any one time outstanding;
(b) The limitations set forth in paragraph (a) of this Section 6.01 shall not apply to any of the following items
(collectively, "Permitted Debt"):
(i) Indebtedness incurred pursuant to the Senior Secured Asset-Based Revolving Credit Facility by the
Borrower or any Restricted Subsidiary; provided that immediately after giving effect to any such incurrence, the aggregate
principal amount of all Indebtedness incurred under this clause (i) and then outstanding does not exceed the greater of
(A) $800,000,000 less up to $150,000,000 in the aggregate of all principal payments with respect to such Indebtedness made
pursuant to Section 2.20(b)(i)(A) and (B) the lesser of (1) 80% of the value of the eligible inventory of the Borrower and its
Restricted Subsidiaries valued at the lower of cost or market value and (2) 85% of the net orderly liquidation value of the
eligible inventory of the Borrower and its Restricted Subsidiaries;
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