Neiman Marcus 2008 Annual Report Download - page 763

Exhibit 10.49
Confidential Treatment Requested.
Certain material (indicated by asterisks) has been omitted from this document and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment.
ADDENDUM TO THE
FOURTH AMENDMENT TO THE
CREDIT CARD AGREEMENT
ARTICLE XX
RECOURSE CREDIT PROGRAM
20.1 Recourse Credit Program
(a) Overview. From time to time, NMG may request that the Bank approve an Application that Bank would otherwise
decline under the Program ("Recourse Application Request"), or increase the credit limit on an Account beyond the credit line that
Bank would otherwise approve under the Program ("Recourse Credit Line Request"). If such requests are within a range of acceptable
creditworthiness, as solely determined by NMG's Vice President of Credit Risk or NMG's Director of Credit Operations, then the
Bank will approve the requests subject to the terms and conditions set forth in this Article XX. Any other Recourse Credit Line
Requests may be added as Recourse Accounts, provided there is a mutual agreement between NMG and the Bank. Thereafter, the
underlying account ("Recourse Account") will be segregated into a portfolio of recourse accounts (collectively the "Recourse
Portfolio").
(b) NMG Obligations
(i) Obligation to Purchase. NMG understands and acknowledges that Bank would no approve any Recourse
Requests or any Recourse Credit Line Requests if NMG had not promised to comply with all of the terms and conditions set forth in
this Article XX. In exchange for Bank's approval of such requests, NMG agrees to purchase any Recourse Account from Bank that:
(A) becomes [***] days past due; (B) is held by a Cardholder who is deceased; or (C) is included in any bankruptcy proceedings; or
(D) is included in any probate proceeding (referred to collectively hereafter as "Recourse Events"). NMG agrees to purchase each
such Recourse Account from Bank for the full balance due at the time of the purchase, including earned finance charges and fees
("Purchase Price'). NMG agrees to pay the Purchase Price to Bank within [***] days after receiving written notice from Bank of the
occurrence of a Recourse Event.
(ii) Additional Procedures. NMG shall follow any procedures requested by Bank for the Recourse Portfolio.
Those procedures are subject to change form time to time by Bank upon [***] days prior written notice to NMG.
(iii) Performance. NMG shall be obligated under this Article XX for Recourse Accounts without requiring
any actions or proceedings to be taken by Bank against the Cardholder(s). NMG expressly waives the benefit of any notice from Bank
of modification of the Recourse Account terms and agrees that, prior to any purchase demand by Bank, Bank may, without releasing
the liability of NMG hereunder, extend the time for making any payment, waive or extend the performance of any agreement or
otherwise waive, amend, extend or modify any agreement or terms governing Recourse Accounts. Bank may proceed against NMG
directly and independently of Cardholder(s), as Bank may elect.
(c) Bank Obligations
(i) Assignment. Upon payment to Bank of the Purchase Price for any Recourse Account, Bank shall assign all
rights, title and interest in such Recourse Account to NMG. Thereafter, NMG will bear all liability and risk of loss associated with
such Recourse Account, without warranty by or recourse or liability to Bank, and NMG shall have the sole right to collect all amounts
payable under the assigned Recourse Account. NMG agrees that Bank may deduct past due amounts NMG owes to Bank for
Recourse Accounts hereunder from any amounts Bank owes to NMG under the Agreement.