Neiman Marcus 2008 Annual Report Download - page 469

Exhibit 10.11
EXECUTION COPY
PLEDGE AND SECURITY AND INTERCREDITOR AGREEMENT
THIS PLEDGE AND SECURITY AND INTERCREDITOR AGREEMENT (as it may be
amended or modified from time to time, this "Agreement") is entered into as of October 6, 2005 by and
among Newton Acquisition, Inc., a Delaware corporation ("Holdings"), Newton Acquisition Merger
Sub., Inc., a Delaware corporation ("Merger Sub" and, prior to the Merger, the "Borrower"), The Neiman
Marcus Group, Inc., a Delaware corporation ("Neiman Marcus", and after the Merger, the "Borrower"), the
Subsidiary Parties (as defined below) from time to time party hereto and Credit Suisse, in its capacity as
administrative agent and collateral agent for the Secured Parties (as defined below) (in such capacity, the
"Agent").
PRELIMINARY STATEMENT
Reference is hereby made to (a) the Credit Agreement dated as of the date hereof providing for a term loan facility
in an aggregate principal amount of $1,975,000,000 (as amended, restated, supplemented or otherwise modified from time to time, the
"Term Loan Credit Agreement"), among Holdings, Merger Sub, the Subsidiaries of Neiman Marcus from time to time party thereto
and Credit Suisse, as administrative agent, and (b) the Indenture dated as of May 27, 1998 (as amended, restated, supplemented or
otherwise modified from time to time, the "Existing Notes Indenture"), between Neiman Marcus and The Bank of New York, as
trustee (in such capacity, the "Existing Notes Trustee"), pursuant to which the Borrower's 7.125% Debentures due 2028 in an initial
aggregate principal amount of $125,000,000 (the "2028 Debentures") and the Borrower's 6.65% Senior Notes due 2008 in an initial
aggregate principal amount of $125,000,000 (the "2008 Notes") were issued.
Pursuant to the Term Loan Credit Agreement, the Grantors are entering into this Agreement in order to induce the
Term Loan Lenders to enter into and extend credit to the Borrower under the Term Loan Credit Agreement and to secure the Term
Loan Obligations.
Pursuant to the Existing Notes Indenture, the Borrower may not secure the Term Loan Obligations with any Existing
Notes Designated Collateral unless the Borrower shall have made effective provision to secure the 2028 Debentures and the 2008
Notes equally and ratably with the Term Loan Obligations for as long as such obligations are secured by any Existing Notes
Designated Collateral.
ACCORDINGLY, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Terms Defined in Term Loan Credit Agreement. All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Term Loan Credit Agreement.
Section 1.2. Terms Defined in UCC. Terms defined in the UCC that are not otherwise defined in this
Agreement are used herein as defined in the UCC.