Neiman Marcus 2008 Annual Report Download - page 542

EXHIBIT K
SUPPLEMENT NO. [•] dated as of [•] (this "Supplement"), to the Pledge and Security and
Intercreditor Agreement dated as of October 6, 2005 (the "Agreement"), among Newton
Acquisition, Inc., a Delaware corporation (the "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"), each
Subsidiary of the Borrower party from time to time thereto (each such subsidiary individually a
"Subsidiary Party" and collectively, the "Subsidiary Parties"; the Subsidiary Parties, Holdings and the
Borrower are referred to collectively herein as the "Grantors"), and Credit Suisse, as administrative
agent and collateral agent for the Secured Parties (the "Agent").
A. Reference is hereby made to (a) the Credit Agreement dated as of October 6, 2005 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, the Borrower, the Subsidiary Parties and Credit Suisse, as administrative
agent and collateral 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 aggregate principal amount of
$125,000,000 (the "2008 Notes") were issued.
B. Pursuant to the Term Loan Credit Agreement, the Grantors entered into the Agreement in order to induce the
Lenders to enter into and extend credit to the Borrower under the Term Loan Credit Agreement and to secure the Term Loan
Obligations.
C. Pursuant to the Existing Notes Indenture, the Borrower may not secure the Term Loan Obligations 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.
E. Capitalized term used herein and not otherwise defined herein shall have the meanings assigned to such terms
in the Term Loan Credit Agreement and the Agreement.