Neiman Marcus 2008 Annual Report Download - page 347

tendered for prepayment, and a statement that such Lender is withdrawing its election to have such Loans prepaid.
(c) On the prepayment date, the Borrower shall prepay the Loans of all Lenders who accept the Change of Control
Offer at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of
prepayment. If at the time of any prepayment pursuant to this Section 2.19 there shall be outstanding Borrowings of different Types
or LIBOR Rate Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such Change of
Control Offer, then the aggregate amount of such prepayment shall be allocated ratably to each outstanding Borrowing that comprises
the Loans of the accepting Lenders. All prepayments of Loans under this Section 2.19 shall be subject to Section 2.14.
(d) Notwithstanding the foregoing provisions of this Section, the Borrower shall be deemed to have made a Change
of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in Section 2.19(b) applicable to a Change of Control Offer made by the
Borrower and prepays all Loans as to which offers for prepayment have been validly accepted and not withdrawn pursuant to the
terms of such Change of Control Offer.
(e) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of
Control, if a definitive agreement is in place for such Change of Control at the time of making of the Change of Control Offer.
SECTION 2.20. Asset Sale Offer. (a) Within 450 days after the Agent's receipt of the Net Proceeds of any Asset
Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net
Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or
permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection
with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary
shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar
Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the
Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce
obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably,
reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with
Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to
prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of
Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their
acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the
Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the
assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the
Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding
the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement
committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant
to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed
until such Net Proceeds are required to be applied in
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