Neiman Marcus 2008 Annual Report Download - page 310

of the Borrower or its subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock
solely because it may be required to be repurchased by the Borrower or its subsidiaries in order to satisfy applicable statutory or
regulatory obligations.
"Dollars" or "$" refers to lawful money of the United States of America.
"Domestic Subsidiary" means, with respect to any Person, any Restricted Subsidiary of such Person other than (a) a
Foreign Subsidiary or (b) any Domestic Subsidiary of a Foreign Subsidiary, but, in each case, including any subsidiary that guarantees
or otherwise provides direct credit support for any indebtedness of the Borrower.
"EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such
period,
(a) increased by (without duplication): (i) provision for taxes based on income or profits, plus franchise or similar
taxes, of such Person for such period deducted in computing Consolidated Net Income, plus (ii) consolidated Fixed Charges
of such Person for such period to the extent the same was deducted in calculating Consolidated Net Income, plus
(iii) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and
amortization were deducted in computing Consolidated Net Income, plus (iv) any expenses or charges related to any Equity
Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be
incurred hereunder including a refinancing thereof (whether or not successful) and any amendment or modification to the
terms of any such transactions, including such fees, expenses or charges related to the Transactions and the Credit Card Sale
(including any one-time costs associated with entering into any program agreements or servicing agreements directly related
to the Credit Card Sale, but not any payments required or contemplated by such agreements , other than payments in respect
of transition services provided thereunder prior to the first anniversary of the Credit Card Sale), in each case, deducted in
computing Consolidated Net Income, plus (v) the amount of any restructuring charge or reserve deducted in such period in
computing Consolidated Net Income, including any one-time costs incurred in connection with (A) acquisitions after the
Closing Date or (B) the closing of any stores or distribution centers after the Closing Date, plus (vi) any write offs, write
downs or other noncash charges reducing Consolidated Net Income for such period, excluding any such charge that
represents an accrual or reserve for a cash expenditure for a future period, plus (vii) the amount of any minority interest
expense deducted in calculating Consolidated Net Income, plus (viii) the amount of management, monitoring, consulting and
advisory fees and related expenses paid (or any accruals related to such fees or related expenses) during such period to the
Sponsors to the extent permitted under Section 6.05, plus (ix) the amount of net cost savings projected by the Borrower in
good faith to be realized as a result of specified actions taken during such period (calculated on a pro formabasis as though
such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such
period from such actions; provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) such
actions are taken within 36 months after the Closing Date and (C) the aggregate amount of cost savings added pursuant to
this clause (ix) shall not exceed $50,000,000 for any four consecutive quarter period (which adjustments may be incremental
to pro forma adjustments made pursuant to the second paragraph of the definition of "Fixed Charge Coverage Ratio"), plus
(x) any costs or expenses incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or
stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders
agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower
or net cash proceeds of issuance of Equity Interests of the Borrower
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