Neiman Marcus 2008 Annual Report Download - page 568

ARTICLE II
ESTABLISHMENT OF THE PROGRAM
2.1 Credit Program.
(a) General. Beginning as of the Effective Date, Bank shall offer the NMG Credit Cards and the Non-Card Payment Plans. Bank
shall promptly open a new Account and issue a new NMG Credit Card and/or Non-Card Payment Plan with respect to each
Application approved in accordance with the Risk Management Policies. Following the issuance of Dual-Line Credit Cards by Bank
and NMG under the Program, Bank shall promptly open a new Account and issue a new Dual-Line Credit Card with respect to each
Application approved in accordance with the Risk Management Policies. To the extent approved in accordance with the terms of this
Agreement, the Program shall include and the Bank shall offer such other Approved Ancillary Products and other payment products as
shall be incorporated in the Program in the future.
(b) Notice to Cardholders. Substantially concurrently with the Effective Date, Bank and NMG shall prepare jointly a form or
forms of notices to each Cardholder to the effect that such Cardholder's Account has been acquired by Bank and, if applicable, also
containing any change of terms notices with respect to any change of terms that the Parties mutually agree to implement. Such notice
shall be in the form approved by both Parties, which approval will not be unreasonably withheld or delayed, and will comply with all
requirements of Applicable Law. Bank shall issue new Private Label Credit Cards in accordance with Schedule 2.1(b) and shall
maintain existing Account numbers on the Accounts. The costs of preparation and mailings of such notices and new Private Label
Credit Cards shall be borne by Bank. The mailings shall be made in such manner and at such time as Bank and NMG may mutually
agree.
2.2 Exclusivity.
(a) General. Except as otherwise provided in this Section 2.2 and without limiting NMG's right to arrange the purchase of the
Program Assets by a Nominated Purchaser pursuant to Section 17.2, during the Term, each of the NMG Companies agrees that it shall
not, by itself or in conjunction with or pursuant to agreements with any bank or other Credit Card issuer, offer or market in the United
States (i) a Private Label Credit Card, (ii) a Co-Branded Credit Card or (iii) a Non-Card Payment Plan, in each case, other than
through the Program.
(b) Second-Look Credit Card Program. Notwithstanding Section 2.2(a), NMG and its Affiliates shall have the right at any time
during the Term to establish a program (a "Second-Look Credit Card Program") for (i) issuing Credit Cards, including Private Label
Credit Cards and Dual-Line Credit Cards, using the NMG Licensed Marks, or (ii) opening Non-Card Payment Plans, in each case, to
customers whose Applications have been declined by Bank; provided, however, that Bank shall have a right of first offer to develop
the Second-Look Credit Card Program as follows. NMG shall provide notice to Bank indicating the intention of NMG or its
applicable Affiliate(s) to establish the Second-Look Credit Card Program. Not later than the 20th day following receipt of the notice by
Bank, Bank may make an offer to NMG with respect to the establishment of the Second-Look Credit Card Program, which offer shall
remain open for a
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