Neiman Marcus 2008 Annual Report Download - page 772

ADDENDUM 5 TO THE
SIXTH AMENDMENT TO THE CREDIT CARD PROGRAM AGREEMENT
SCHEDULE 9.1(a)(iii)
Bi-Annual NMG Compensation
Late Fee Income Participation Payment. An amount equal to the Actual Late Fee Net Income for the prior six calendar months, minus
the Base Late Fee Net Income for the prior six calendar months, multiplied by the applicable Late Fee Income Participation
Percentage. Payment of such amount shall be independent of and in no way modify the Program Fee Percentage applicable to an
Account as set forth in Schedule 9. I(a)(i) of the Agreement.
(a) To establish the Actual Late Fee Net Income and the Base Late Fee Net Income, Bank will generate and provide to
NMG a Monthly Late Fee Income Report, on or before the [***] Business Day of each Fiscal Month, that is substantially similar to
the sample Monthly Late Fee Income Report attached hereto as Exhibit A and identifies all of the following:
(i) Actual Late Fee Gross Income, being the amount of Late Fees assessed during the prior calendar month in
accordance with Section 4.7 of the Agreement as amended by the Sixth Amendment.
(ii) Base Late Fee Gross Income, being the amount of Late Fees that would have been assessed during the
prior calendar month if Section 4.7 of the Agreement had not been amended by the Sixth Amendment.
(iii) Late Fees Waived, being the amount of Late Fees that were assessed but then reversed during the prior
calendar month in accordance with the Agreement;
(iv) Late Fees Charged Off, being the amount of Late Fees that were assessed but then charged-off during the
prior calendar month in accordance with the Agreement.
(v) Actual Late Fee Net Income, being the Actual Late Fee Gross Income minus Late Fees Waived, minus
Late Fees Charged Off.
(vi) Base Late Fee Net Income, being the Base Late Fee Gross Income, minus Late Fees Waived, minus Late
Fees Charged Off.
(b) To establish the applicable Late Fee Income Percentage, Bank will provide NMG with a Bi-Annual Late Fee
Income Report, on or before the fifteenth (15th) Business Day of April and October each calendar year, that is substantially similar to
the sample Bi-Annual Late Fee Income Report attached hereto as Exhibit B and identifies the difference between the Actual Late Fee
Net Income for the prior six (6) calendar months and the Base Late Fee Net Income for the prior six (6) calendar months.
(i) Annual Difference Less than [***]. If the cumulative difference between the Actual Late Fee Net Income
and the Base Late Fee Net Income from October 1st of one calendar year to September 30th of the next calendar year is less than or
equal to [***], then the applicable Late Fee Income Percentage will be [***].
(ii) Annual Difference Greater than [***]. If the cumulative difference between the Actual Late Fee Net
Income and the Base Late Fee Net Income from October 1st of one calendar year to September 30th of the next calendar year is greater
than [***], then the applicable Late Fee Income Percentage will be [***] for the first [***] and [***] for all amounts greater than
[***].
(iii) Effect of Termination. Upon termination of the Agreement, the applicable Late Fee Income Percentage
will be pro-rated as follows: