Neiman Marcus 2009 Annual Report Download - page 157

under the Company Stock Plans or Deferred Compensation Plans, as applicable, the number of shares issuable thereunder and the
vesting schedules, expiration date and exercise or conversion price relating thereto. From the close of business on the Capitalization
Date until the date of this Agreement, no shares of Company Common Stock or Preferred Stock have been issued, except for Class A
Shares issued pursuant to the exercise of Options in accordance with their terms (and the issuance of Company Rights attached to such
Shares). Except as set forth above, as of the date hereof: (A) there are no outstanding options or other rights of any kind which
obligate the Company or any of its subsidiaries to issue or deliver any shares of capital stock, voting securities or other equity interests
of the Company or any securities or obligations convertible into or exchangeable into or exercisable for any shares of capital stock,
voting securities or other equity interests of the Company (collectively, "Company Securities"); (B) there are no outstanding
obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities; and
(C) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to
the issued or unissued capital stock of the Company to which the Company or any of its subsidiaries is a party.
(b) Each of the outstanding shares of capital stock, voting securities or other equity interests of each Material Subsidiary is duly
authorized, validly issued, fully paid, nonassessable and free of any preemptive rights, and all such securities are owned by the
Company or another wholly-owned subsidiary of the Company and are owned free and clear of all options, rights of first refusal,
agreements, limitations on voting, dividend or transfer rights, or any lien, pledge, charge, mortgage, encumbrance, adverse rights or
claims or security interests of any nature or kind whatsoever (each, a "Lien"). There are no (i) outstanding options or other rights of
any kind which obligate the Company or any of its subsidiaries to issue or deliver any shares of capital stock, voting securities or other
equity interests of any Material Subsidiary or any securities or obligations convertible into or exchangeable into or exercisable for any
shares of capital stock, voting securities or other equity interests of a Material Subsidiary, (ii) outstanding obligations of the Company
or any of its subsidiaries to repurchase, redeem or otherwise acquire any securities or obligations convertible into or exchangeable into
or exercisable for any shares of capital stock, voting securities or other equity interests of a Material Subsidiary; or (iii) other options,
calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital
stock of any Material Subsidiary to which the Company or any of its Material Subsidiaries is a party. None of the subsidiaries of the
Company owns any Shares.
(c) As of the date of this Agreement, the only principal amount of outstanding indebtedness for borrowed money of the Company
and its subsidiaries (not including intercompany amounts or operating or capital leases) is (i) $187,500,000 Class A Floating Rate
Asset Backed Certificates, Series 2000-1, issued by the Neiman Marcus Group Credit Card Master Trust, (ii) $125,000,000 of the
Company's 6.65% Senior Notes Due 2008, and (iii) $125,000,000 of the Company's 7.125% Senior Debentures Due 2028. As of the
date of this Agreement, there are no outstanding amounts under (A) the