Neiman Marcus 2009 Annual Report Download - page 177

thereof or any assets thereof or equity interests therein, other than (x) acquisitions and licenses having a value (including the
amount of any assumed indebtedness) less than $20,000,000 in the aggregate, (y) purchases of inventory and other assets in the
ordinary course of business consistent with past practice or as required by existing Contracts and (z) pursuant to the exercise of the
put provisions set forth in Sections 7.10(c) and 7.10(d) of the Amended and Restated Limited Liability Company Agreement for
Gurwitch Products, L.L.C., dated as of November 2, 1998, and the put provisions (the "Kate Spade Put") of Sections 7.10(C),
7.10(D) and 7.10(I) of the Amended and Restated Limited Liability Company Agreement for Kate Spade LLC, dated as of
February 1, 1999 (the "Kate Spade Agreement") (provided, that, notwithstanding anything herein to the contrary, the Company
shall not submit a proposed valuation of Kate Spade LLC pursuant to Section 7.10(F) of the Kate Spade Agreement in excess of
the amount set forth on Section 5.1 of the Company Disclosure Schedule); or (ii) pledge, sell, license, encumber or otherwise
subject to a Lien (other than a Permitted Lien) or dispose of (whether by merger, consolidation or sale of stock or assets or
otherwise) any corporation, partnership or other business organization or division thereof or any assets thereof or equity interests
therein, other than (x) pledges, sales, licenses and encumbrances for less than $20,000,000 in the aggregate, and (y) sales or
dispositions of inventory and other assets in the ordinary course of business consistent with past practice or as required by
Contracts;
(f) dispose of (whether by merger, consolidation or sale of stock or assets or otherwise) or enter into any other material transaction
outside the ordinary course of business with respect to the Company's credit operations, Neiman Marcus Credit Services, the
Company's proprietary card accounts or the receivables balances thereunder or any related business, other than a transaction (i) that
would be treated as a sale under generally accepted accounting principles and (ii) the aggregate proceeds from which shall equal or
exceed the par value of the credit card receivables (other than in respect of any such receivables as may have been written off in the
ordinary course of business consistent with past practice prior to such a transaction), whether securitized or not (which, for the
avoidance of doubt, shall include the outstanding unpaid indebtedness incurred by credit card holders, including any finance
charges, accrued fees, penalties or other charges, but excluding any allowance for bad debt) (such transaction, the "Credit Card
Business Transaction");
(g)(i) other than in the ordinary course of business consistent with past practice, enter into or renew or amend in any material respect
any Contract that is or would be a Material Contract or any Real Property Lease; (ii) authorize any material new capital
expenditures which are, in the aggregate, in excess of the Company's capital expenditure budget set forth on Section 5.1 of the
Company Disclosure Schedule or (iii) enter into any new line of business outside of its existing business segments;
(h)redeem, repurchase, prepay, defease, cancel, incur or otherwise acquire, or modify in any material respect the terms of, any
indebtedness for borrowed money, or assume, guarantee or endorse, or otherwise become responsible for, whether directly,
contingently or otherwise, the obligations of any person, or make any loans, advances or capital contributions to, or investments in,
or grant any security interest in any of its assets to,