Neiman Marcus 2003 Annual Report Download - page 217

"Securitization Transaction" means (i) a securitization of credit card receivables as described in Note 3 to the Borrower's
consolidated financial statements, reported on by Deloitte & Touche and incorporated by reference in the Borrower's 2003 10-K, or
(ii) any other financing transaction involving a transfer of accounts receivable by the Borrower or any Subsidiary where recourse is
effectively limited to such accounts receivable, to a special purpose Subsidiary whose assets consist substantially entirely of such
accounts receivable, or both, whether or not accounted for as a sale under United States generally accepted accounting principles.
"Significant Subsidiary" means at any time (i) Bergdorf Goodman, Inc. and its respective successors, and (ii) any other
Subsidiary whose consolidated assets are equal to at least 7% of the consolidated assets of the Borrower and its Subsidiaries at such
time.
"Smith Family Group" means the group of Persons party to the Stockholders Agreement dated as of September 1, 1999
(whether or not such agreement is terminated) and the progeny of each such Person that is a natural Person.
"Stop Issuance Notice" has the meaning specified in Section 2.16.
"Subsidiary" means any corporation or other entity (i) of which securities or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly
owned by the Borrower (or, if such term is used with reference to any other Person, by such Person) or (ii) a majority of the equity
interest in which shall at the time be owned directly or indirectly by the Borrower and which is a Consolidated Subsidiary as of such
time. Unless otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.
"Syndication Agent" means Bank of America, N.A., in its capacity as syndication agent in connection with the credit facility
provided under this Agreement.
"Taxes" has the meaning specified in Section 8.04.
"Termination Date" means June 9, 2009 or, if such day is not a Euro-Dollar Business Day, the next preceding Euro-Dollar
Business Day.
"Total Adjusted Debt" means, at any date, an amount equal to the consolidated Debt of the Borrower and its Subsidiaries
(excluding (i) any such Debt, other than short-term indebtedness for borrowed money or the current portion of long-term Debt, which
is a current liability of the Borrower or a Subsidiary and (ii) contingent obligations with respect to letters of credit or other extensions
of credit) at such date plus (i) an amount equal to 800% of the Rental Expense for the period of four consecutive fiscal quarters most
recently ended on or prior to such date and (ii) the amount called for by Section 1.02(b).
"Total Capitalization" means, at any date, the sum of Total Adjusted Debt plus Consolidated Net Worth, each determined as of
such date.
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