Neiman Marcus 2009 Annual Report Download - page 280

issuance of Credit Cards or Non-Card Payment Plans, as applicable, to such customers pursuant to such program.
(c) Co-Branded Program. In the event any of the NMG Companies desire to enter into discussions with any
third Person to issue a Co-Branded Credit Card, NMG shall provide notice to Bank indicating the interest of the applicable NMG
Companies to establish the Co-Branded program. Bank shall have [***] following receipt of such notice to notify NMG whether it
wishes to negotiate with the applicable NMG Companies with respect to the establishment of such program. If Bank chooses to
negotiate with respect to such Co-Branded program, NMG shall negotiate in good faith with Bank for a period of [***] to attempt to
arrive at a definitive agreement with respect to such a program. If the Parties fail to enter into such an agreement within such period,
the applicable NMG Companies shall be free to enter into an agreement with respect to such program with any other Person; provided,
however, (i) the NMG Companies shall not enter into any such agreement unless the terms of such agreement are materially more
favorable in the aggregate to the terms offered by Bank and (ii) if the NMG Companies fail to enter into such agreement within [***]
of the end of such period, the NMG Companies shall once again follow the procedures set forth in this Section 2.2(c) prior to entering
into such an agreement with a third Person. If NMG enters into an agreement with a third Person to issue a Co-Branded Credit Card
pursuant to this Section 2.2(c), NMG shall ensure that such Co-Branded Credit Card shall not be positioned more prominently than the
NMG Credit Cards in the NMG Channels.
(d) Acceptance of Non-NMG Credit Cards.
(i) The NMG Companies shall have the right to accept Credit Cards other than NMG Credit Cards,
except that:
(A) with respect to the Neiman Marcus full line stores (excluding NM Direct, NM Online,
Last Call and Bergdorf Goodman stores (or successors to the foregoing)), only the
following Credit Cards shall be accepted: NMG Credit Cards, American Express Credit
Cards, Diner's International Credit Cards, JCB Credit Cards, China Union Pay Credit
Cards and Co-Branded Cards, but excluding Discover Cards (to the extent issued in
accordance with Section 2.2(c))
(B) any or all Credit Cards may be accepted: (1) until the first anniversary of the Effective
Date, in six Neiman Marcus store locations and [***], in a number of stores equal to
[***] plus the number of anniversaries of the Effective Date that have occurred prior to
such date (i.e, up to [***] by the last year of the Initial Term); and
(C) NMG may accept additional Credit Cards not branded with any NMG Licensed Marks to
the extent permitted pursuant to Section 2.2(d)(ii).
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