Neiman Marcus 2008 Annual Report Download - page 793

EXHIBIT 10.55
FORM OF
FIRST AMENDMENT TO
SECOND PRIORITY LEASEHOLD MORTGAGE,
ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FINANCING STATEMENT
THIS FIRST AMENDMENT TO SECOND PRIORITY LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND
RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT (this "Instrument"), dated as of September , 2009, is entered into
by and between THE NEIMAN MARCUS GROUP, INC., a Delaware corporation ("Mortgagor"), whose address is One Marcus Square,
1618 Main Street, Dallas, Texas 75201 and BANK OF AMERICA, N.A., a national association, whose address is 1455 Market Street,
5th Floor, San Francisco, California 94103, as agent (as successor to Deutsche Bank Trust Company Americas, in such capacity,
"Agent", and together with its successors and assigns, "Mortgagee") for the Secured Parties defined in the Amended Credit Agreement
(defined below).
WITNESSETH THAT,
WHEREAS, Mortgagor, Existing Agent (defined below) and others party thereto have entered into that certain
Credit Agreement, dated as of October 6, 2005 (as amended, supplemented or otherwise modified to date, the "Existing Credit
Agreement");
WHEREAS, Mortgagor is the record owner and holder of certain leasehold interests in that certain real property
described in Exhibit A attached hereto and by this reference incorporated herein, together with the Improvements (as defined in the
Mortgage, defined below) constructed thereon;
WHEREAS, Mortgagor has executed and delivered that certain instrument entitled "SECOND PRIORITY
LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT" and
dated as of October 6, 2005 and recorded on October 14, 2005 with the Bergen County Clerk as Book 15001, Page 126 (the
"Mortgage");
WHEREAS, the Mortgage secures, among other things, the obligations of Mortgagor under the Existing Credit
Agreement;
WHEREAS, the parties to the Existing Credit Agreement and the Agent now desire to amend the Existing Credit
Agreement pursuant to the terms of that certain Amended and Restated Credit Agreement dated as of July 15, 2009 (the "Credit
Agreement Amendment") by and among Mortgagor, the other Borrowers referred to therein, Neiman Marcus, Inc., and certain
subsidiaries of Mortgagor from time to time party thereto, the Agent and the other Secured Parties (the Existing Credit Agreement, as
amended by such Credit Agreement Amendment, and any and all amendments, modifications, supplements, restatements, extensions,
renewals or replacements thereof are collectively referred to herein as the "Amended Credit Agreement");
WHEREAS, pursuant to that certain Substitution of Agent and Joinder Agreement, dated as of the date hereof,
DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, resigned as the agent under the Existing Credit
Agreement (as defined below) (the "Existing Agent"), and pursuant to the Amended Credit Agreement, Agent has been appointed as the
successor to the Existing Agent; and
WHEREAS, concurrently therewith, Mortgagor and Mortgagee desire to amend the Mortgage as set forth below.