Neiman Marcus 2008 Annual Report Download - page 373

Holdings' Loan Guaranty and the other Loan Documents, pursuant to a Joinder Agreement or other supplements or other documents or
instruments in form reasonably satisfactory to the Agent, (iii) immediately after such transaction, no Event of Default or payment
Default exists and (iv) the Borrower shall have delivered to the Agent an Officers' Certificate and an opinion of counsel, each stating
that such consolidation, merger or transfer and the Joinder Agreement and such supplements or other documents or instruments, if
any, comply with this Agreement.
(f) The Successor Holdings Guarantor will succeed to, and be substituted for, Holdings under Holdings' Loan
Guaranty and the other Loan Documents and, except in the case of a lease transaction, the predecessor Holdings will be released from
its obligations thereunder. Notwithstanding the foregoing, Holdings may merge into or transfer all or part of its properties and assets
to a Subsidiary Guarantor or the Borrower, and Holdings may merge with an Affiliate of the Borrower incorporated solely for the
purpose of reincorporating Holdings in another state of the United States of America so long as the amount of Indebtedness of
Holdings, the Borrower and the Restricted Subsidiaries is not increased thereby.
(g) Notwithstanding the foregoing, the Merger shall be permitted without compliance with this Section 6.03.
(h) For purposes of this Section 6.03, the sale, lease, conveyance, assignment, transfer or other disposition of all or
substantially all of the properties and assets of one or more subsidiaries of the Borrower or Holdings, as applicable, which properties
and assets, if held by the Borrower or Holdings, as applicable, instead of such subsidiaries, would constitute all or substantially all of
the properties and assets of the Borrower and its subsidiaries on a consolidated basis or Holdings and its subsidiaries on a consolidated
basis, as applicable, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Borrower or
Holdings, as applicable.
SECTION 6.04. Limitation on Restricted Payments. (a) The Borrower shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly (w) declare or pay any dividend or make any distribution on account of the Borrower's
or any Restricted Subsidiary's Equity Interests, including any dividend or distribution payable in connection with any merger or
consolidation, other than (A) dividends or distributions by the Borrower payable in Equity Interests (other than Disqualified Stock) of
the Borrower or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution
payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary,
the Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its
Equity Interests in such class or series of securities, (x) purchase, redeem, defease or otherwise acquire or retire for value any Equity
Interests of the Borrower or any direct or indirect parent of the Borrower, including in connection with any merger or consolidation,
(y) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any
scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness other than (A) Indebtedness permitted under
clauses (ix) and (x) of Section 6.01(b) or (B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in
anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date
of purchase, repurchase or acquisition or (z) make any Restricted Investment (all such payments and other actions set forth in
clauses (w) through (z) above being collectively referred to as "Restricted Payments"), unless, at the time of such Restricted Payment:
(i) no Default shall have occurred and be continuing or would occur as a consequence thereof;
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