Neiman Marcus 2009 Annual Report Download - page 158

Company's $350,000,000 Credit Agreement, dated as of June 9, 2004, with certain lenders and agents named therein, (B) the Credit
Agreement, dated as of November 2, 2001, between Gurwitch Products, L.L.C. and JPMorgan Chase Bank, as amended or (C) the
agreement, dated as of January 6, 2003, between Kate Spade LLC and HSBC Bank USA, as amended.
SECTION 3.4 Authority. The Company has all necessary corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby
have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the
Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than adoption of this
Agreement by the holders of at least a majority in combined voting power of the outstanding Shares (the "Company Requisite Vote"),
and the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL). This
Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and
delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered
in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. The Board of Directors of the Company
has unanimously authorized the execution, delivery and performance of this Agreement and approved the consummation of the
transactions contemplated hereby, and taken all corporate actions required to be taken by the Board of Directors of the Company for
the consummation of the transactions, including the Merger, contemplated hereby. The Board of Directors of the Company has
unanimously, by resolutions duly adopted at a meeting duly called and held (i) approved, and declared advisable, the agreement of
merger (within the meaning of Section 251 of the DGCL) contained within this Agreement, (ii) determined that the terms of this
Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) subject to Section 6.1(a), recommended
that the stockholders of the Company adopt this Agreement at the Stockholders Meeting, which resolutions have not as of the date
hereof been subsequently rescinded, modified or withdrawn in any way. The only votes of the stockholders of the Company required
to adopt this Agreement and approve the transactions contemplated hereby are the Company Requisite Vote.
SECTION 3.5 No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement
by the Company do not and will not (i) conflict with or violate the Certificate of Incorporation, By-Laws of the Company, (ii) conflict
with or violate the certificate of incorporation, bylaws or other constituent documents of the subsidiaries of the Company,
(iii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have
been obtained, and all filings described in such clauses have been made, conflict with or