Neiman Marcus 2008 Annual Report Download - page 543

F. Section 11.14 of the Agreement and Section 5.11 of the Term Loan Credit Agreement provide that additional
Domestic Subsidiaries of the Borrower may become Subsidiary Parties under the Agreement by execution and delivery of an
instrument in the form of this Supplement. The undersigned Subsidiary (the "New Subsidiary") is executing this Supplement in
accordance with the requirements of the Term Loan/Note Documents to become a Subsidiary Party under the Agreement.
Accordingly, the Agent and the New Subsidiary agree as follows:
SECTION 1. In accordance with Section 11.14 of the Agreement, the New Subsidiary by its signature below
becomes a Subsidiary Party and a Grantor under the Agreement with the same force and effect as if originally named therein as a
Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Agreement applicable to it as a
Subsidiary Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a
Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security
for the payment and performance in full of the Obligations, does hereby create and grant to the Agent, its successors and assigns, for
the benefit of the Secured Parties, their successors and assigns, a security interest in and Lien on all of the New Subsidiary's right, title
and interest in and to the Collateral of the New Subsidiary. Each reference to a "Grantor" in the Agreement shall be deemed to include
the New Subsidiary. The Agreement is hereby incorporated herein by reference.
SECTION 2. The New Subsidiary represents and warrants to the Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms.
SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This
Supplement shall become effective when the Agent shall have received a counterpart of this Supplement that bears the signature of the
New Subsidiary and the Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by
facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.
SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a
true and correct schedule of the location of any and all Collateral of the New Subsidiary, (b) set forth on Schedule II attached hereto is
a true and correct schedule of all the Pledged Collateral of the New Subsidiary, (c) set forth on Schedule III attached hereto is a true
and correct schedule of all Patents, Trademarks and Copyrights of the New Subsidiary and (d) set forth under its signature hereto, is
the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.
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