Neiman Marcus 2008 Annual Report Download - page 767

Exhibit 10.51
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.
SIXTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT
This Sixth Amendment to Credit Card Program Agreement ("Sixth Amendment") is made effective as of the 17th day of July, 2007,
by and among The Neiman Marcus Group, Inc. ("NMG"), Bergdorf Goodman, Inc. ("BG, and together with NMG, the "NMG
Companies"), HSBC Bank Nevada, N.A., a national credit card bank ("Bank"), and HSBC Private Label Corporation, a Delaware
corporation formerly known as Household Corporation ("Primary Servicer") to that certain Credit Card Program Agreement,
executed as of June 8, 2005 and amended by the First Amendment to Credit Card Program Agreement executed as of April 30, 2006,
and the Second Amendment to Credit Card Program Agreement executed as of June 28, 2006, and the Third Amendment to Credit
Card Program Agreement executed as of August 1,2006, and the Fourth Amendment to the Credit Card Program Agreement
executed as of April 3, 2007, and the Fifth Amendment to the Credit Card Program Agreement executed as of March 13,2007, by
and between the parties hereto, (collectively, the "Agreement").
In consideration of the terms, conditions and mutual covenants contained herein, and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties acknowledge and agree that, effective October 4, 2007:
1. Changes to Cardholder Terms. Section 4.7 of the Agreement is deleted and replaced with a new Section 4.7, which is set
forth in the attached Addendum l. A new Schedule 4.7(a) is added to the Agreement as set forth in the attached Addendum
2.
2. Changes to Participation in Late Fee Reversals. Schedule 1.1(f) of the Agreement is deleted and replaced with a new
Schedule 1.1 (f), which is set forth in the attached Addendum 3.
3. Changes to NMG Compensation. Section 9.1(a) of the Agreement is deleted and replaced with a new Section 9.1(a), which
is set forth in the attached Addendum 4. A new Schedule 9.1(a)(iii) is added to the Agreement as set forth in the attached
Addendum 5.
4. Administrative Provisions. When construing the provisions of the Agreement and this Sixth Amendment:
A. To the extent the provisions of this Sixth Amendment are inconsistent with the Agreement, this Sixth Amendment
shall govern.
B. This Sixth Amendment supersedes all prior communications with respect to the matters set forth herein and shall be
binding upon and inure to the benefit of the parties, their respective successors and assigns.
C. All capitalized terms not otherwise defined herein shall have the same meaning afforded them in the Agreement.
D. Except as otherwise modified herein, the terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, each of the Parties has caused this Sixth Amendment to be duly executed as of the date first above written.
THE NEIMAN MARCUS GROUP, INC. HSBC BANK NEVADA, N.A.
By: /s/ Steven P. Dennis By: /s/ Brian D. Hughes
Title: Senior Vice President Title: Executive Vice President
BERGDORF GOODMAN, INC. HSBC PRIVATE LABEL CORPORATION
By: /s/ Nelson A. Bangs By: /s/ Brian D. Hughes
Title: Vice President Title: Managing Director