Neiman Marcus 2009 Annual Report Download - page 259

"Change of Control" means, with respect to NMG or Bank, as the case may be, (the "subject Person"), (i) a Person or group
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 (except that a Person
or group shall be deemed to own all securities it has the right to acquire)), directly or indirectly, of more than fifty percent (50%) of
the total voting power of the subject Person, (ii) such subject Person merges, consolidates, acquires, is acquired by, or otherwise
combines with any other Person in a transaction in which the subject Person is not the surviving entity or which constitutes a "merger
of equals", it being understood that a subject Person shall not be considered the "surviving entity" of a transaction if either (A) the
members of the Board of Directors of the subject Person immediately prior to the transaction constitute less than a majority of the
members of the Board of Directors of the ultimate parent entity of the entity surviving or resulting from the transaction or (B) the
Persons who were beneficial owners of the outstanding voting securities of the subject Person immediately prior to the transaction
beneficially own less than fifty percent (50%) of the total voting power of the ultimate parent entity of the entity surviving or resulting
from the transaction, or (iii) the subject Person sells all or substantially all of its assets to a Person that is not an Affiliate of the subject
Person. "CIL Decline" means the existence of all of the following conditions: (i) a Change in Law (other than a Repeat Change in
Law (as defined below)) (A) was enacted, promulgated or implemented within the most recent [***] and (B) remains in effect, (ii) the
effect of applying such Change in Law on a pro forma basis to the [***] completed months immediately preceding such
implementation would have been to (A) decrease [***] for such period by more than [***] and (B) cause a [***] to have been in
effect during the duration of such period and (iii) Bank shall have delivered a written certification with respect to the foregoing in
accordance with Section 4.6(j). As used herein, "Repeat Change in Law" means any Change in Law as to which the substantive
requirements thereof applicable to Bank or the NMG Companies, as the case may be, shall have been the subject of a prior
certification pursuant to Section 4.6(j). For example, in the event that Bank shall have certified upon enactment of a particular statute
as to a CIL Decline, implementation of such statute or regulation implementing or interpreting the requirements of such statute would
be a Repeat Change in Law and would not be considered a Change in Law for purposes of clause (i) above. [***].
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