Neiman Marcus 2008 Annual Report Download - page 466

EXHIBIT F
[FORM OF]
PROMISSORY NOTE
$[ ] New York, New York
[•], 200[•]
FOR VALUE RECEIVED, the undersigned, THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the
"Borrower"), hereby promises to pay to [ ] (the "Lender") or its registered assigns, at the office of Credit Suisse (the "Agent") at
Eleven Madison Avenue, New York, New York 10010, on the dates and in the amounts set forth in the Credit Agreement dated as of
October 6, 2005 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"),
among the Borrower, Newton Acquisition, Inc., the Subsidiaries from time to time party thereto, the Lenders party thereto and the
Agent, in lawful money of the United States of America in immediately available funds, the aggregate unpaid principal amount of all
Loans made by the Lender to the Borrower pursuant to the Credit Agreement and to pay interest from the date of such Loans on the
principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the
dates provided in the Credit Agreement. Terms used but not defined herein shall have the meanings assigned to them in the Credit
Agreement.
The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law,
overdue interest from the due dates at a rate or rates provided in the Credit Agreement.
The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The
nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.
All borrowings evidenced by this promissory note and all payments and prepayments of the principal hereof and
interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a
part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in
its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall
not affect the obligations of the Borrower under this Note.
This promissory note is one of the promissory notes referred to in the Credit Agreement that, among other things,
contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory
prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein specified. This promissory note is entitled to the benefit of the Credit Agreement
and is guaranteed and secured as provided therein and in the other Loan Documents referred to in the Credit Agreement. THIS
PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE
OF NEW YORK.
THE NEIMAN MARCUS GROUP, INC.,
by:
Name:
Title: