Neiman Marcus 2008 Annual Report Download - page 378

repaid all such Loans validly tendered for prepayment and not withdrawn in connection with such Change of Control Offer or
Asset Sale Offer;
(xiii) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all
other Investments made pursuant to this clause (xiii) that are at the time outstanding, without giving effect to the sale of an
Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed
the greater of (x) $75,000,000 and (y) 1.00% of Total Assets at the time of such Investment (with the fair market value of
each Investment being measured at the time such Investment is made and without giving effect to subsequent changes in
value);
(xiv) distributions or payments of Receivables Fees;
(xv) the distribution, as a dividend or otherwise (and the declaration of such dividend), of shares of Capital
Stock of, or Indebtedness owed to the Borrower or a Restricted Subsidiary by, any Unrestricted Subsidiary (other than Kate
Spade); and
(xvi) other Restricted Payments in an amount which, when taken together with all other Restricted Payments
made pursuant to this clause (xvi), does not exceed $75,000,000;
provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (xv) and
(xvi) of this paragraph (b), no Default shall have occurred and be continuing or would occur as a consequence thereof.
(c) Notwithstanding anything to the contrary herein, the Borrower will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, make any (i) Restricted Payment covered in clauses (w) through (y) of the definition of Restricted
Payments set forth in paragraph (a) of this Section 6.04 to the holders of Equity Interests of the Borrower or any of its direct or
indirect parent companies (which shall include the Sponsors, the Co-Investors and their respective Affiliates) other than to the
Borrower and its Restricted Subsidiaries, future, present or former employees, directors, managers or consultants of the Borrower, any
of its subsidiaries or any of its direct or indirect parent companies with respect to Equity Interests held by them in such capacities and
other than a Restricted Payment made pursuant to clause (x) of paragraph (b) of this Section 6.04 or (ii) Investment in the Sponsors,
the Co-Investors, any Permitted Holders who are members of a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act or any successor provision) with the Sponsors or any Co-Investors or any Person or group who becomes a Permitted
Holder following a Change of Control as provided for in the definition of "Permitted Holders" or their respective Affiliates (other than
in the Borrower and its subsidiaries and members of management of the Borrower (or its direct parent)), in each case during any
period beginning on the date on which the Borrower makes an election to pay interest on the Senior Notes by increasing the principal
amount of the outstanding Senior Notes or by issuing additional Senior Notes pursuant to the Senior Notes Indenture (or an election
under any similar provision set forth in any instrument governing any Indebtedness refinancing, refunding, extending, renewing or
replacing the Senior Notes) with respect to any interest period relating thereto and ending on the first date after such interest period on
which the Borrower makes a payment of interest in cash on the Senior Notes pursuant to the Senior Notes Indenture (or pursuant to
any such other instrument) with respect to a subsequent interest period relating thereto on the Senior Notes pursuant to the Senior
Notes Indenture with respect to a subsequent interest period.
(d) The Borrower shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to
the penultimate paragraph of the definition of "Unrestricted Subsidiary".
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