Neiman Marcus 2008 Annual Report Download - page 366

(ii) Indebtedness incurred pursuant to the Senior Secured Term Loan Facility by the Borrower or any Restricted
Subsidiary; provided that after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness
incurred under this clause (ii) and then outstanding does not exceed $1,975,000,000 less up to $250,000,000 in the aggregate
of all principal payments with respect to such Indebtedness made pursuant to Section 2.20(a)(i) or Section 2.20(b)(i)(A);
(iii) the incurrence by the Borrower and any Subsidiary Guarantor of Indebtedness represented by the Senior
Notes issued on the Closing Date (including any guarantees thereof) and the exchange notes and related exchange guarantees
to be issued in exchange for the Senior Notes pursuant to the Registration Rights Agreement (other than any Additional
Senior Notes (as defined in the Senior Notes Indenture));
(iv) the incurrence by the Borrower and any Subsidiary Guarantor of Indebtedness represented by the Senior
Subordinated Notes issued on the Closing Date (including any guarantees thereof) and the exchange notes and related
exchange guarantees to be issued in exchange for the Senior Subordinated Notes pursuant to the Registration Rights
Agreement (other than any Additional Senior Subordinated Notes (as defined in the Senior Subordinated Notes Indenture));
(v) Indebtedness existing on the date hereof and set forth in Schedule 6.01;
(vi) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by
the Borrower or any of the Restricted Subsidiaries, to finance the development, construction, purchase, lease (other than the
lease, pursuant to Sale and Lease-Back Transactions, of property (real or personal), equipment or other fixed or capital assets
owned by the Borrower or any Restricted Subsidiary as of the Closing Date or acquired by the Borrower or any Restricted
Subsidiary after the Closing Date in exchange for, or with the proceeds of the sale of, such assets owned by the Borrower or
any Restricted Subsidiary as of the Closing Date), repairs, additions or improvement of property (real or personal), equipment
or other fixed or capital assets that are used or useful in a Similar Business, whether through the direct purchase of assets or
the Capital Stock of any Person owning such assets; provided that the aggregate amount of Indebtedness, Disqualified Stock
and Preferred Stock incurred pursuant to this clause (vi) does not exceed $250,000,000 at any one time outstanding;
(vii) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement
obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of
workers' compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers'
compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such
obligations are reimbursed within thirty (30) days following such drawing or incurrence;
(viii) Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for
indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the
disposition of any business, assets or a subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all
or any portion of such business, assets or subsidiary for the purpose of financing such acquisition; provided that (A) such
Indebtedness is not reflected on the balance sheet of the Borrower or any Restricted Subsidiary (contingent obligations
referred to in a footnote to financial statements and not
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