Neiman Marcus 2008 Annual Report Download - page 369

(xix) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred to finance or
assumed in connection with an acquisition which, when aggregated with the principal amount of all other Indebtedness,
Disqualified Stock and Preferred Stock incurred pursuant to this clause (xix) and then outstanding, does not exceed
$75,000,000 (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this
clause (xix) shall cease to be deemed incurred or outstanding for purposes of this clause (xix) but shall be deemed incurred
pursuant to paragraph (a) of this Section 6.01 from and after the first date on which the Borrower or such Restricted
Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock pursuant to paragraph (a) of this
Section 6.01 without reliance on this clause (xix));
(xx) Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all
other Indebtedness incurred pursuant to this clause (xx) and then outstanding, does not exceed 5.0% of Foreign Subsidiary
Total Assets (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this
clause (xx) shall cease to be deemed incurred or outstanding for purposes of this clause (xx) but shall be deemed incurred
pursuant to paragraph (a) of this Section 6.01 from and after the first date on which the Borrower or such Restricted
Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock pursuant to paragraph (a) of this
Section 6.01 without reliance on this clause (xx));
(xxi) Indebtedness consisting of Indebtedness issued by the Borrower or any Restricted Subsidiary to current or
former officers, managers, directors and employees thereof, their respective estates, spouses or former spouses, in each case
to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent company of the
Borrower to the extent described in Section 6.04(b)(iv);
(xxii) Indebtedness, Disqualified Stock and Preferred Stock of the Borrower or any Restricted Subsidiary not
otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which, when aggregated with the
principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock incurred
pursuant to this clause (xxii) and then outstanding, does not at any one time outstanding exceed the sum of (A) $175,000,000
(it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (xxii)
(A) shall cease to be deemed incurred or outstanding for purposes of this clause (xxii)(A) but shall be deemed incurred
pursuant to paragraph (a) of this Section 6.01 from and after the first date on which the Borrower or such Restricted
Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock pursuant to paragraph (a) of this
Section 6.01 without reliance on this clause (xxii)(A)), plus (B) 200% of the net cash proceeds received by the Borrower
since after the Closing Date from the issue or sale of Equity Interests of the Borrower or cash contributed to the capital of the
Borrower (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Borrower or any of its
subsidiaries) as determined in accordance with Sections 6.04(a)(iii)(B) and (a)(iii)(C) to the extent such net cash proceeds or
cash have not been applied pursuant to such clauses to make Restricted Payments or to make other investments, payments or
exchanges pursuant to Section 6.04(b) or to make Permitted Investments (other than Permitted Investments specified in
clauses (a) and (c) of the definition thereof); and
(xxiii) Attributable Debt incurred by the Borrower or any Restricted Subsidiary pursuant to Sale and Lease-
Back Transactions of property (real or personal), equipment or other fixed or capital assets owned by the Borrower or any
Restricted Subsidiary as of the Closing Date or
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