Neiman Marcus 2013 Annual Report Download - page 149
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Exhibit 2.2
EXECUTION VERSION
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER , dated as October 24, 2013 (this
“Amendment”), is made by and among NM Mariposa Holdings, Inc., a Delaware corporation (“Parent”), Mariposa Merger Sub LLC, a
Delaware limited liability company (“Merger Sub”), and Neiman Marcus Group LTD Inc., a Delaware corporation (the “Company”).
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (defined
below).
WHEREAS, Parent, Merger Sub and the Company previously entered into the Agreement and Plan of Merger, dated as
of September 9, 2013 (the “Merger Agreement”); and
WHEREAS, Parent, Merger Sub and the Company desire to amend the Merger Agreement pursuant to Section 8.02 of
the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and in the Merger Agreement, the
parties to this Amendment agree as follows:
ARTICLE I
AMENDMENT
Section 1.1. Amendments.
(a) The definition of “Co-Invest Option” in Section 1.01 is hereby amended and restated in its entirety as
follows:
“Co-Invest Option” shall mean the Options designated on Schedule 1.01(c), as such schedule may be updated from
time to time by Parent with the consent of the applicable Option holder, in each case unless such Option has an
exercise price per share that is more than the Per Share Merger Consideration.
(b) Clause (i) of Section 2.08(a) of the Merger Agreement is hereby amended to delete the reference to “five
(5)” therein and replace it with “fifteen (15)”.
(c) The last sentence of Section 2.14(b) of the Merger Agreement is hereby amended to delete the reference to
“fifth (5th)” therein and replace it with “fifteenth (15th)”.
(d) Clause (i) of Section 5.09(b) of the Merger Agreement is hereby amended to delete the reference to “five
(5)” therein and replace it with “fifteen (15)”.
ARTICLE II
MISCELLANEOUS
Section 2.1. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which shall constitute one and the same agreement, and shall become effective when one or more
counterparts have been signed by each of the