Neiman Marcus 2008 Annual Report Download - page 779

pursuant to this clause (B), there shall be deducted from such payment the net amount previously paid by Bank pursuant to
this clause (B) (after adding all previous interim payments and deducting all previous interim refunds paid by NMG to Bank
pursuant to the following sentence of this clause (B)). In the event that the amount owing by Bank to NMG pursuant to this
clause (B) is less than the net amount already paid by Bank to NMG pursuant to this clause (B) (after applying this sentence),
NMG shall refund to Bank the excess of the net amount previously paid by Bank over the total amount payable by Bank in
respect of the RAM Measurement Period (or the relevant Reference Period, as applicable). For the avoidance of doubt, in no
event shall the total payments by NMG pursuant to this clause (B) exceed the total amounts received by it from Bank
pursuant to this clause (B).
(viii) NMG will pay to Bank [***] of the Shared Write Off Amount, if any, with respect to the RAM Measurement
Period, with interim annual payments in respect of the total amount payable (calculated on an estimated basis based on the
relevant Reference Period) being reflected on and paid pursuant to each Year-End Settlement Sheet, and with the final
payment in respect of the full RAM Measurement Period being due and payable on [***], provided, however, that, in
calculating any payment in respect to the total amount owing by NMG pursuant to this clause (viii), there shall be deducted
from such payment the net amount previously paid by NMG pursuant to this clause (viii) (after adding all previous interim
payments and deducting all previous interim refunds paid by Bank to NMG pursuant to the following sentence of this clause
(viii)) in the event that the amount owing by NMG to Bank pursuant to this clause (viii) is less than the net amount already
paid by NMG to Bank pursuant to this clause (viii) (after applying this sentence). Bank shall refund to NMG the excess of
the net amount previously paid by Bank over the total amount payable by Bank in respect of the RAM Measurement Period
(or the relevant Reference Period, as applicable). For the avoidance of doubt, in no event shall the total payments by Bank
pursuant to this clause (viii) exceed the total amounts received by it from NMG pursuant to this clause (viii).
(ix) Set forth on Schedule 9.1(a0(ix), are illustrative calculations of the payments described in clauses (vii) and
(viii) above.
11. The attached Schedule 9.1(a)(i) shall replace in its entirety Schedule 9.1(a)(i) of the Agreement.
12. Within five (5) business days of the execution of this Seventh Amendment by NMG and Bank, NMG shall dismiss, without
prejudice, the proceedings before the District Court in Dallas County, Texas as well as its accompanying temporary
restraining order ("Lawsuit").
13. The parties agree that, if either is contacted by the media and/or customers regarding the Lawsuit, that each may state only
that the matter has been satisfactorily resolved. The parties will mutually agree upon scripting to address any inquiries by the
media and/or customers with respect to the February 2008 Change of Terms and any additional change in terms.
14. Except as otherwise modified herein, the terms and conditions of the Agreement remain in full force and effect.
AGREED TO AND EXECUTED on this the 21st day of April, 2008.
HSBC BANK NEVADA, N.A. HSBC PRIVATE LABEL CORPORATION
By: /s/ Eliabeth F. McCombe By: /s/ Elizabeth F. McCombe
Its: EVP Its: VP
THE NEIMAN MARCUS GROUP, INC. BERGDORF GOODMAN, INC.
By: /s/ James E. Skinner By: /s/ James E. Skinner
Its: EVP & CFO Its: VP