Neiman Marcus 2008 Annual Report Download - page 358

materially adverse to the assets, liabilities, business, financial condition or results of operations of Neiman Marcus and its
subsidiaries taken as a whole, other than any change or effect resulting from (i) changes in general economic conditions,
(ii) general changes or developments in the industries in which Neiman Marcus and its subsidiaries operate, (iii) the
announcement of the Merger Agreement and the transactions contemplated thereby, including any termination of, reduction
in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners
or employees of Neiman Marcus and its subsidiaries to the extent due to the announcement and performance of the Merger
Agreement or the identity of the parties to the Merger Agreement, or the performance of the Merger Agreement and the
transactions contemplated thereby, including compliance with the covenants set forth therein, (iv) any actions required under
the Merger Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the
consummation of the merger contemplated by the Merger Agreement or (v) changes in any tax laws or regulations or
applicable accounting regulations or principles, unless, in the case of the foregoing clauses (i) and (ii), such changes referred
to therein have a disproportionate effect on Neiman Marcus and its subsidiaries taken as a whole relative to other participants
in the industries in which Neiman Marcus and its subsidiaries operate. For the purposes of this clause (n), "industries in
which Neiman Marcus and its subsidiaries operate" means the luxury retail segments of the apparel, accessories, jewelry,
beauty and decorative home products industries.
(o) Other Indebtedness. The 2008 Notes Call for Redemption and the Existing Bank Debt Refinancing shall have
been effected. After giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the
Borrower and the Subsidiaries shall not have any outstanding Indebtedness or preferred stock other than (a) the Obligations,
(b) Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility, (c) the New Notes, (d) the 2028
Debentures, (e) preferred Equity Interests issued in connection with the Equity Contribution, if any, (f) the 2008 Notes and
(g) Indebtedness set forth on Schedule 6.01.
(p) Insurance. The Agent shall have received evidence of insurance coverage in form, scope, and substance
reasonably satisfactory to the Agent and otherwise in compliance with the terms of Section 5.10 and Section 4.11 of the
Security Agreement.
(q) Merger. The Merger shall be consummated substantially simultaneously with the making of the Loans, in
accordance with the Merger Agreement (which shall not have been amended or modified prior to the Closing Date in a
manner adverse to the Lenders in any material respect without the prior written consent of the Joint Lead Arrangers).
(r) Other Financing. The Borrower shall have (i) received gross cash proceeds of not less than $1,200,000,000 from
the issuance of the New Notes and (ii) obtained the Senior Secured Asset-Based Revolving Credit Facility. The terms and
conditions of the New Notes and the Senior Secured Asset-Based Revolving Credit Facility shall be reasonably satisfactory
to the Agent.
(s) Intercreditor Agreement. The Intercreditor Agreement shall have been duly executed and delivered by each party
thereto, and shall be in full force and effect.
(t) PATRIOT Act. The Agent shall have received all documentation and other information reasonably requested by
it that is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and
regulations, including the USA PATRIOT Act.
60