Neiman Marcus 2008 Annual Report Download - page 794

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the mutual receipt and sufficiency
of which are hereby acknowledged, Mortgagor and Mortgagee hereby agree as follows:
1. Definitions. All capitalized terms used but not otherwise defined in this Instrument shall have the same
meanings ascribed to such capitalized terms in the Mortgage, as amended by this Instrument, or if not defined therein, in the Amended
Credit Agreement.
2. Amended Credit Agreement. All references in the Mortgage to the "Revolving Facility Credit Agreement"
shall be deemed to be references to the Amended Credit Agreement.
3. Mortgagee. All references in the Mortgage to the "Mortgagee" shall be deemed to be references to
"Mortgagee" as defined in the preamble to this Instrument.
4. Miscellaneous Amendments.
(a) All references to the "Lenders", the "Administrative Agent", the "Swingline Lender", the "Issuing
Bank", the "Letters of Credit", the "Secured Parties" and the "Intercreditor Agreement" shall be deemed to be references to such
terms as defined in the Amended Credit Agreement.
(b) The phrase "(vi) the Lien Subordination and Intercreditor Agreement, dated as of even date
hereof, among the Collateral Agent, Credit Suisse, Merger Sub, Neiman Marcus, Holdings and the subsidiaries of Neiman
Marcus from time to time party thereto as attached hereto as Exhibit C" is hereby deleted in its entirety.
(c) The phrase "at the rate of [ ]% per annum" is hereby deleted from Section 1.12(c)(ii)(C) and
replaced with "at the rate of [ ]% per annum". [NOTE: TITLE COMPANY TO PROVIDE APPLICABLE
PERCENTAGE.]
(d) The reference to "Section 2.13(c)" in Section 2.03(b) of the Mortgage is hereby deleted and
replaced with "Section 2.13(d)".
(e) The sentence "The Revolving Facility Credit Agreement provides that the sum of the principal
amount of the Loans and the Letters of Credit from time to time outstanding and secured hereby shall not exceed
$1,975,000,000." is hereby deleted in its entirety and replaced with "The Amended Credit Agreement provides that the sum
of the principal amount of the Loans and the Letters of Credit from time to time outstanding and secured hereby shall not
exceed $600,000,000."
(f) Exhibit C to the Mortgage is hereby deleted in its entirety.
5. Limited Amendment; Ratification. This Instrument is given solely to amend the Mortgage as set forth
herein. No further amendment or modification is made or intended, and the terms and provisions of the Mortgage shall, except as
expressly modified herein, continue in full force and effect after the date hereof. The warranties, representations, covenants and
agreements contained in the Mortgage, as herein expressly amended, are hereby specifically reaffirmed and remade by Mortgagor and
the entire Mortgage, as herein expressly amended, is hereby ratified, approved and confirmed in every respect. Mortgagor also hereby
ratifies and confirms, as of the date of the Mortgage and as of the date hereof, the liens, encumbrances and security interests in and on
the Premises and the Mortgaged Property intended to be created by the Mortgage, as amended hereby.
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