Neiman Marcus 2008 Annual Report Download - page 555

CREDIT CARD PROGRAM AGREEMENT
This Credit Card Program Agreement is made as of the 8th day of June, 2005, by and among The Neiman Marcus Group, Inc., a
Delaware corporation ("NMG"), Bergdorf Goodman, Inc., a New York corporation ("BG, and together with NMG, the "NMG
Companies"), HSBC Bank Nevada, N.A., a national credit card bank ("Bank"), and Household Corporation, a Delaware corporation
("Primary Servicer").
WITNESSETH:
WHEREAS, the NMG Companies are engaged in, among other activities, operating retail department stores and the Credit Card
Business (as hereinafter defined);
WHEREAS, concurrently with the execution of this Agreement, the NMG Companies, Bank and Bank Parent (as hereinafter
defined) are entering a purchase and sale agreement (the "Purchase Agreement") pursuant to which Bank shall purchase specified
assets related to the NMG Companies' Credit Card Business, including certain Credit Card and payment plan accounts and associated
receivables ("Purchased Accounts");
WHEREAS, the NMG Companies have requested that Bank establish a program pursuant to which, following the Effective
Date of this Agreement, Bank shall issue NMG Credit Cards (as hereinafter defined) and Non-Card Payment Plans (as hereinafter
defined) to be serviced, marketed and promoted in accordance with the terms hereof; and
WHEREAS, the Parties hereto agree that the goodwill associated with the NMG Licensed Marks (as hereinafter defined)
contemplated for use hereunder are of substantial value that is dependent upon the maintenance of high quality services and
appropriate use of the trademarks pursuant to this Agreement;
NOW, THEREFORE, in consideration of the terms, conditions and mutual covenants contained herein, and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Generally. The following terms shall have the following meanings when used in this Agreement:
"Account" means any account (including any Private Label Account, Non-Store Account or Non-Card Payment Plan account)
under which a purchase, cash advance, convenience check or balance transfer transaction may be or has been made by or to a Person
(or any Person authorized by such Person) pursuant to a Cardholder Agreement established pursuant to the terms of this Agreement or
acquired pursuant to the Purchase Agreement. For the avoidance of doubt, the term Account shall include the Purchased Accounts.