Neiman Marcus 2008 Annual Report Download - page 462

EXHIBIT D
[FORM OF]
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this "Agreement"), dated as of , , 20 , is entered into between
, a (the "New Subsidiary") and CREDIT SUISSE, as Agent, under that certain
Credit Agreement, dated as of October 6, 2005 (as the same may be amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among The Neiman Marcus Group, Inc., a Delaware corporation (the "Borrower", formerly known as
Newton Acquisition Merger Sub, Inc.), Newton Acquisition, Inc., a Delaware corporation, the Subsidiaries of the Borrower from time
to time party thereto, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Agent.
All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.
The New Subsidiary and the Agent, for the benefit of the Lenders, hereby agree as follows:
1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New
Subsidiary will be deemed to be a Loan Party under the Credit Agreement and a Loan Guarantor for all purposes of the Credit
Agreement and shall have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit
Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan
Parties set forth in Article III of the Credit Agreement (to the extent made or deemed made on or after the effective date hereof), (b) all
of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of
the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the
limitations set forth in Section 10.09 of the Credit Agreement, hereby absolutely and unconditionally guarantees, jointly and severally
with the other Loan Guarantors, to the Agent and the Lenders, the prompt payment of the Guaranteed Obligations in full when due
(whether at stated maturity, upon acceleration or otherwise) to the extent of and in accordance with Article X of the Credit Agreement.
2. If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering
such Collateral Documents (and such other documents and instruments) as requested by the Agent in accordance with the Credit
Agreement.
3. The New Subsidiary hereby waives acceptance by the Agent and the Lenders of the guaranty by the New
Subsidiary upon the execution of this Agreement by the New Subsidiary.
4. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be an original, but all of which shall constitute one and the same instrument.
5. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.