Neiman Marcus 2008 Annual Report Download - page 368

paragraph (a) of this Section 6.01 and clauses (iii), (iv), (v) and (vi) above, this clause (xv) and clauses (xvi) and (xxii)(B) of
this paragraph (b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance,
renew or defease such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified
Stock or Preferred Stock incurred to pay premiums and fees in connection therewith (the "Refinancing Indebtedness") prior
to its respective maturity; provided, however, that such Refinancing Indebtedness (A) has a Weighted Average Life to
Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life
to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced,
renewed or defeased (provided that this clause (A) shall not apply to any refunding or refinancing of any Senior Indebtedness
outstanding under the 2028 Debentures), (B) to the extent such Refinancing Indebtedness extends, replaces, refunds,
refinances, renews or defeases (1) Indebtedness subordinated to the Obligations or the Loan Guaranty of any Subsidiary
Guarantor, such Refinancing Indebtedness is subordinated to the Obligations or such Loan Guaranty at least to the same
extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (2) Disqualified Stock or
Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and (C) shall
not include (1) Indebtedness, Disqualified Stock or Preferred Stock of a subsidiary that is not a Subsidiary Guarantor that
refinances Indebtedness, Disqualified Stock or Preferred Stock of the Borrower, (2) Indebtedness, Disqualified Stock or
Preferred Stock of a subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock or
Preferred Stock of a Subsidiary Guarantor or (3) Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or a
Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;
(xvi) Indebtedness, Disqualified Stock or Preferred Stock (x) of the Borrower or any of its Restricted
Subsidiaries incurred to finance the acquisition of any Person or assets or (y) of Persons that are acquired by the Borrower or
any Restricted Subsidiary or merged into the Borrower or a Restricted Subsidiary in accordance with the terms of this
Agreement; provided that either (A) after giving effect to such acquisition or merger, either (1) the Borrower would be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
paragraph (a) of this Section 6.01; or (2) the Fixed Charge Coverage Ratio of the Borrower and the Restricted Subsidiaries on
a consolidated basis is greater than immediately prior to such acquisition or merger; or (B) such Indebtedness, Disqualified
Stock or Preferred Stock (1) is not Secured Indebtedness and is Subordinated Indebtedness with subordination terms no more
favorable to the holders thereof than the subordination terms set forth in the indenture governing the Senior Subordinated
Notes as in effect on the Closing Date, (2) is not incurred while a Default exists and no Default shall result therefrom,
(3) does not mature (and is not mandatorily redeemable in the case of Disqualified Stock or Preferred Stock) and does not
require any payment of principal prior to Maturity Date and (4) in the case of clause (y) above only, is not incurred in
contemplation of such acquisition or merger;
(xvii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is
extinguished within two (2) Business Days of its incurrence;
(xviii) Indebtedness of the Borrower or any Restricted Subsidiary supported by a letter of credit issued pursuant
to the Senior Secured Asset-Based Revolving Credit Facility, in a principal amount not in excess of the stated amount of such
letter of credit;
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