Neiman Marcus 2009 Annual Report Download - page 252

AMENDED AND RESTATED
CREDIT CARD PROGRAM AGREEMENT
This Amended and Restated Credit Card Program Agreement is made as of the 23rd day of September, 2010, by and among
The Neiman Marcus Group, Inc., a Delaware corporation ("NMG"), Bergdorf Goodman, Inc., a New York corporation ("BG, and
together with NMG, the "NMG Companies"), HSBC Bank Nevada, N.A., a national credit card bank ("Bank"), and HSBC Card
Services Inc. (formerly merged with HSBC Private Label Corporation, which was formerly known as Household Corporation), a
Delaware corporation ("Primary Servicer").
W I T N E S S E T H:
WHEREAS, the NMG Companies are engaged in, among other activities, operating retail department stores;
WHEREAS, the Parties are party to a Credit Card Program Agreement, dated as of June 8, 2005 (the "Original Agreement"),
pursuant to which the Parties established a program pursuant to which Bank issues NMG Credit Cards (as hereinafter defined) and
Non-Card Payment Plans (as hereinafter defined) to be serviced, marketed and promoted in accordance with the terms thereof;
WHEREAS, the Parties hereto wish to amend, restate and extend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the terms, conditions and mutual covenants contained herein, and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Generally. The following terms shall have the following meanings when used in this Agreement:
"ABA Delinquency Forecast" means, with respect to any month, the American Banker Association's (ABA) forecast of
bankcard delinquency rates designated "ABA Delinquency Rate: Bank Card Loans - Open End, (% of $ Volume 30+ Days Past Due,
SA) (FABABCVOL.US)" "baseline scenario" as most recently published in the Moody's publication "Economy.com".
"ABA Delinquency Forecast Condition" means:
(i) with respect to each month during the period from the Effective Date through February 2012, the period commencing on
the first date on which the forecast for any month in the first [***] forecast in the ABA Delinquency Forecast published for the most
recently completed month is more than [***] greater than the forecast for any corresponding month in the