Neiman Marcus 2008 Annual Report Download - page 377

will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than
Disqualified Stock) of such parent company issued after the Closing Date; provided that the amount of dividends paid
pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the Borrower from the sale
of such Designated Preferred Stock, or (C) on Refunding Capital Stock that is Preferred Stock in excess of the dividends
declarable and payable thereon pursuant to clause (ii) of this paragraph (b); provided, however, in the case of each of (A),
(B) and (C) of this clause (vi), that for the most recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such
dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro
forma basis, the Borrower and the Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage
Ratio of at least 2.00 to 1.00;
(vii) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity
Interests represent a portion of the exercise price of such options or warrants;
(viii) the declaration and payment of dividends on the Borrower's common stock following the first public
offering of the Borrower's common stock or the common stock of any of its direct or indirect parent companies after the
Closing Date, of up to 6% per annum of the net proceeds received by or contributed to the Borrower in or from any such
public offering, other than public offerings with respect to the Borrower's common stock registered on Form S-4 or Form S-8
and other than any public sale constituting an Excluded Contribution;
(ix) Restricted Payments that are made with Excluded Contributions;
(x) the declaration and payment of dividends by the Borrower to, or the making of loans to, its direct parent
company in amounts required for the Borrower's direct or indirect parent companies to pay (A) franchise taxes and other fees,
taxes and expenses required to maintain their corporate existence, (B) Federal, state and local income taxes, to the extent such
income taxes are attributable to the income of the Borrower and the Restricted Subsidiaries and, to the extent of the amount
actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the
income of such Unrestricted Subsidiaries, (C) customary salary, bonus and other benefits payable to officers and employees
of any direct or indirect parent company of the Borrower to the extent such salaries, bonuses and other benefits are
attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, (D) general corporate overhead
expenses of any direct or indirect parent company of the Borrower to the extent such expenses are attributable to the
ownership or operation of the Borrower and the Restricted Subsidiaries, and (E) reasonable fees and expenses incurred in
connection with any unsuccessful debt or equity offering by such direct or indirect parent company of the Borrower;
(xi) any Restricted Payments used to fund the Transactions and the fees and expenses related thereto, including
those owed to Affiliates, in each case to the extent permitted under Section 6.05;
(xii) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness
pursuant to provisions similar to those set forth in Sections 2.19 and 2.20; provided that, prior to such repurchase, redemption
or other acquisition, the Borrower (or a third party to the extent permitted by this Agreement) shall have made a Change of
Control Offer or Asset Sale Offer, as the case may be, with respect to the outstanding Loans and shall have
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