Neiman Marcus 2009 Annual Report Download - page 346

Parties) substantially more favorable in the aggregate than the terms and conditions offered by Bank. If NMG does not sell such New
Portfolio to Bank (whether because NMG elects to keep such New Portfolio or sell it to a third party), the restrictions of Section 2.2
shall not apply to the Credit Card business associated with such New Portfolio, including any growth thereof.
14.2 Retailer that has a Credit Card with another Issuer. If NMG or any of its Subsidiaries acquires or otherwise
combines with (including by merger, consolidation or other business combination) a retail department store business that through an
unaffiliated Person (other than Bank or any of its Affiliates) issues a Credit Card in the United States, unless such transaction is one
giving right to a termination by NMG pursuant to Section 16.2(c) and as to which NMG has exercised such right, Bank agrees that it
shall negotiate in good faith for the purchase of the retailer's Credit Card portfolio from such unaffiliated issuer associated with the
retail assets being acquired. Prior to or promptly following the consummation of the acquisition, NMG shall provide notice to Bank
indicating its intention to engage in, or the consummation of, as the case may be, such acquisition and shall cooperate to the extent
practicable to provide Bank with a reasonable opportunity to conduct due diligence. In the event that Bank is unsuccessful in its bid
for the Credit Card portfolio, NMG may offer the Credit Card program of such unaffiliated issuer until the expiration of the agreement
governing such program, and Bank shall negotiate in good faith for the purchase of the Credit Card portfolio at that time; provided,
however, that if Bank is unable to agree to the terms of the purchase of such Credit Card portfolio prior to the time that notice of
termination or election to extend the term, as applicable, is due under such program agreement, NMG shall have the right to continue
to operate such Credit Card portfolio under the existing program agreement or to purchase and operate such retailer's Credit Card
business itself or to engage a third party to do so; provided, however, that NMG shall not engage a third party other than Bank unless
the financial terms and conditions (including terms relating to the manner in which the conversion costs relating to the contemplated
transaction are to be allocated among the Parties) pursuant to which such third party is to operate such Credit Card business are
substantially more favorable in the aggregate to NMG than the terms and conditions offered by Bank. If NMG or any of its
Subsidiaries, directly or with a third Person, acquires the Credit Card business of another retailer pursuant to this provision and this
Agreement remains in effect, Section 2.2 shall not apply to such acquired Credit Card business or to the associated acquired retail
operations, including any growth thereof.
14.3 Retailer that has a Credit Card with Bank. If NMG or any of its Subsidiaries acquires (including by
merger, consolidation or other business combination) a retail department store business that through Bank or any of its Affiliates
issues a Credit Card in the United States, Bank and NMG shall assess and mutually agree whether to integrate such Credit Card
portfolio with the Program or operate such portfolio separately as provided in Section 14.5 below.
14.4 Co-Branded Credit Card. Except as provided in Section 14.5, neither Bank nor NMG shall have any
obligation under this Article XIV with respect to any co-branded Credit Card.
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