Neiman Marcus 2003 Annual Report Download - page 206

AGREEMENT dated as of June 9, 2004 among THE NEIMAN MARCUS GROUP, INC., the LENDERS party hereto,
BANK OF AMERICA, N.A., as Syndication Agent, WACHOVIA BANK, N.A., WELLS FARGO BANK NATIONAL
ASSOCIATION, and BNP PARIBAS, as Documentation Agents, and JPMORGAN CHASE BANK, as Administrative Agent.
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definition. The following terms, as used herein, have the following meanings:
"Absolute Rate Auction" means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute Rates pursuant
to Section 2.03.
"Additional Lender" has the meaning specified in Section 2.18(b).
"Administrative Agent" means JPMorgan Chase Bank, in its capacity as administrative agent for the Lenders hereunder, and its
successors in such capacity.
"Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the
Administrative Agent, completed by such Lender and returned to the Administrative Agent (with a copy to the Borrower).
"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with such specified Person (other than, with respect to the
Borrower, any of its Subsidiaries and, with respect to any Subsidiary of the Borrower, the Borrower or any other Subsidiary). As used
herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this Agreement no
individual shall be deemed to be an Affiliate solely by reason of the fact that such individual is a director or officer of the Borrower.
"Agents" means the Administrative Agent, the Syndication Agents, and the Documentation Agents.
"Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending
Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Competitive Bid Loans, its
Competitive Bid Lending Office.
"Approved Fund" means any Fund that is administered or managed by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity
or an affiliate of an entity that administers or manages a Lender.
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