Neiman Marcus 2008 Annual Report Download - page 374

(ii) immediately after giving effect to such transaction on a pro forma basis, the Borrower could incur $1.00 of
additional Indebtedness under Section 6.01(a); and
(iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the
Borrower and the Restricted Subsidiaries after the Closing Date pursuant paragraph (a) of this Section 6.04 or clauses (i),
(ii) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (B) thereof only), (vi)(C),
(viii) and (xii) of paragraph (b) of this Section 6.04 (and excluding, for the avoidance of doubt, all other Restricted Payments
made pursuant to paragraph (b) of this Section 6.04), is less than the sum, without duplication, of:
(A) 50% of the Consolidated Net Income of the Borrower for the period (taken as one accounting period)
from August 1, 2005 to the end of the Borrower's most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for
such period is a deficit, minus 100% of such deficit, provided that if, at the time of a proposed Restricted Payment
under paragraph (a) of this Section 6.04, the Consolidated Leverage Ratio of the Borrower is less than 4.50 to 1.00,
for purposes of calculating availability of amounts hereunder for such Restricted Payment only, the reference to 50%
in this clause (A) above shall be deemed to be 75%, plus
(B) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the
Borrower, of marketable securities or other property received by the Borrower after the Closing Date (less the
amount of such net cash proceeds to the extent such amount has been relied upon to permit the incurrence of
Indebtedness or issuance of Disqualified Stock or Preferred Stock pursuant to Section 6.01(b)(xxii)(B)) from the
issue or sale of (x) Equity Interests of the Borrower, including Retired Capital Stock, but excluding cash proceeds
and the fair market value, as determined in good faith by the Borrower, of marketable securities or other property
received from the sale of (1) Equity Interests to any future, present or former employees, directors, managers or
consultants of the Borrower, any direct or indirect parent company of the Borrower or any of the Borrower's
subsidiaries after the Closing Date to the extent such amounts have been applied to Restricted Payments made in
accordance with clause (iv) of paragraph (b) of this Section 6.04 and (2) Designated Preferred Stock, and to the
extent actually contributed to the Borrower, Equity Interests of the Borrower's direct or indirect parent companies
(excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or
contributions to the extent such amounts have been applied to Restricted Payments made in accordance with
clause (iv) of paragraph (b) of this Section 6.04) or (y) debt securities of the Borrower that have been converted into
or exchanged for such Equity Interests of the Borrower; provided that this clause (B) shall not include the proceeds
from (I) Refunding Capital Stock, (II) Equity Interests of the Borrower or debt securities of the Borrower that have
been converted into or exchanged for Equity Interests of the Borrower sold to a Restricted Subsidiary or the
Borrower, as the case may be, (III) Disqualified Stock or debt securities that have been converted into or exchanged
for Disqualified Stock or (IV) Excluded Contributions, plus
(C) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the
Borrower, of marketable securities or other property contributed to the capital of the Borrower after the Closing
Date (less the amount of such net cash proceeds to the extent such amount has been relied upon to permit the
incurrence
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