Neiman Marcus 2009 Annual Report Download - page 447

AMENDED AND RESTATED SERVICING AGREEMENT
This Amended and Restated Servicing Agreement (as amended from time to time, this "Agreement"), dated as of
September 23rd, 2010, is between The Neiman Marcus Group, Inc., a Delaware corporation ("Servicer"), and HSBC Bank Nevada,
N.A., a national credit card bank ("Bank").
WHEREAS, Servicer and certain of its subsidiaries (together, the "NMG Companies") are parties to a Program
Agreement, dated as of June 8, 2005 (as amended prior to the date hereof, the "Original Program Agreement"), with Bank and certain
of its affiliates governing the operation of a credit card program and the rendering of marketing and other services by the parties
thereto;
WHEREAS, the Program Agreement is being amended, restated and extended as of the date hereof (as so amended,
restated and extended, the "Program Agreement");
WHEREAS, Servicer and Bank are parties to a Servicing Agreement, dated as of July 7, 2005 (as heretofore
amended, the "Original Servicing Agreement"), pursuant to which Servicer performs certain servicing and administration activities
relating to the Accounts and the Program (each as defined below); and
WHEREAS, Bank and Servicer wish to amend and restate the Servicing Agreement in its entirety as set forth herein
in connection with the execution and delivery of the Program Agreement.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend and restate the
Original Servicing Agreement in its entirety as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01. Defined Terms. Wherever used in this Agreement, unless the context otherwise requires, the
following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the
meanings given them in the Program Agreement.
"Agreement": As defined in the preamble hereof.
"Bank": As defined in the preamble hereof.
"Bank Cost Increase Percentage": As defined in Section 4.04(b) hereof.
"Bank Parent": means HSBC Finance Corporation, a Delaware corporation.
"Bank Parties": means the collective reference to Bank and Primary Servicer.