Neiman Marcus 2008 Annual Report Download - page 458

EXHIBIT C
[FORM OF]
COMPLIANCE CERTIFICATE
To: The Lenders parties to the
Credit Agreement described below
This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of October 6, 2005 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"), among The Neiman Marcus Group, Inc. (formerly
known as Newton Acquisition Merger Sub, Inc.) (the "Borrower"), the other Loan Parties, the Lenders party thereto and Credit Suisse,
as Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings
ascribed thereto in the Credit Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected of the Borrower and a Financial Officer of the Borrower;
2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my
supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of
(i) the existence of any condition or event which constitutes a Default or Event of Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this Certificate and (ii) the disclosure set forth below specifies the
details of any such condition or event and any action taken or proposed to be taken with respect thereto;
4. No Loan Party (a) has changed (i) its name, (ii) the location of its chief executive office or its principal place of business,
(iii) its organizational legal entity designation or jurisdiction of incorporation or formation, or (iv) its Federal Taxpayer Identification
Number or organizational identification number assigned to it by its jurisdiction of incorporation or formation, or (b) has made an
acquisition of any material property for which additional filings or recordings are necessary to perfect and maintain the Agent's
security interest therein, in each case, without having given the Agent the notice required by Section 4.1 of the Security Agreement;
and
5. [For annual certificates, add: Schedule I attached hereto sets forth reasonably detailed calculations of the
Borrower's Excess Cash Flow for such fiscal year.] and
6. [For annual certificates, add: Schedule II sets forth a list of names of all Immaterial Subsidiaries, each Subsidiary
set forth on Schedule II individually qualifies as an Immaterial Subsidiary and all Domestic Subsidiaries listed as Immaterial
Subsidiaries in the aggregate comprise less than 5% of consolidated total assets of the Borrower and the Subsidiaries at the end of the
accounting period covered by the attached financial statements and represented (on a contribution basis) less than 5% of EBITDA for
such period;] and