Exhibit 10.48


 


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.


 


THIRD
AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT


 


This Third Amendment to
Credit Card Program Agreement (“First Amendment”) is made effective as of the 1st day of August,
2006, 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
Household Corporation, a Delaware corporation (“Primary Servicer”) to
that certain Credit Card Program Agreement (“Agreement”) executed as of June 8,
2005 and amended by the First Amendment to Credit Card Program Agreement
executed as of April 30, 2006 (“First Amendment”) and the Second Amendment
to Credit Card Program Agreement executed as of June 29, 2006 (“Second
Amendment”) by and between the parties hereto.


 


W I T N E S S E T H:


 


WHEREAS, the parties wish
to amend the Agreement as set forth herein;


 


NOW, THEREFORE, 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 hereto agree as follows:


 


1.                                       Schedule 7.3(a) (C) is deleted
in its entirety and replaced with the following new Schedule 7.3(a)(c):


 


“C.                               Late and Early Stage Collections.  Bank will meet the following service levels
`on an average each month:


 


1.                                       The percentage of time that Bank shall
make its collections operations available during the following times:  [***]


 


	
  Monday through Thursday

  	
   

  	
  8:00 a.m. to
  9:00 p.m.

  	
   

  	
  Central time

  
	
  Friday

  	
   

  	
  8:00 a.m. to
  5:00 p.m.

  	
   

  	
  Central time

  
	
  Saturday

  	
   

  	
  8:00 to 12:00 p.m.

  	
   

  	
  Central time

  
	
  Sunday

  	
   

  	
  None. Closed.

  	
   

  	
   

  



 


2.                                       The percentage of time that Bank shall
maintain a contact penetration for the following categories of Accounts:  [***]*


 


	
  —

  	
   

  	
  Balances greater than [***]
  which are [***] or more cycles delinquent

  	
   

  	
  every Month

  
	
  —

  	
   

  	
  Balances greater than [***]
  which are [***] or more cycles delinquent

  	
   

  	
  every Month

  



 


3.                                       The Parties agree to mutually review and
amend, if necessary, Schedule 7.3(a)(C) if the Cardholder Agreement is
materially altered.


 


4.                                       To the extent the provisions of this
Third Amendment are inconsistent with the Agreement, this Third Amendment shall
govern.


 


5.                                       This Third Amendment supersedes all prior
communications and shall be binding upon and inure to the benefit of the parties,
their respective successors and assigns.


 


6.                                       All capitalized terms not otherwise
defined herein shall have the same meaning afforded them in the Agreement.  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 Third Amendment to be duly executed as of the
date first above written.


 

















 


	
   

  	
   

  	
  THE NEIMAN MARCUS
  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  William
  S. Hough

  
	
   

  	
   

  	
  Title: VP Credit
  Services

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BERGDORF GOODMAN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  William
  S. Hough

  
	
   

  	
   

  	
  Title: VP Credit
  Services

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HSBC BANK NEVADA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Brian D.
  Hughes

  
	
   

  	
   

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HOUSEHOLD CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Brian D.
  Hughes

  
	
   

  	
   

  	
  Title: Managing
  Director

  



 

















 


FOURTH
AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT


 


This Third Amendment to
Credit Card Program Agreement (“First Amendment”) is made effective as of the 3
day of April, 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 (“Agreement”) executed as of June 8, 2005 and amended by
the First Amendment to Credit Card Program Agreement executed as of April 30,
2006 (“First Amendment”), and the Second Amendment to Credit Card Program
Agreement executed as of June 28, 2006 (“Second Amendment”) and the Third
Amendment to Credit Card Program Agreement executed as of August 1, 2006,
by and between the parties hereto.  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 as follows:


 


1.                                       Recourse Credit Program. 
The Parties will establish and maintain a recourse credit program in
accordance with the terms and conditions set forth in the attached addendum (“Article XX
— Recourse Credit Program”), which is hereby incorporated into the Agreement
and this Fourth Amendment.


 


2.                                       Administrative Provisions. 
When construing the provisions of the Agreement and this Fourth
Amendment:


 


A.                                   To the extent the provisions of this
Fourth Amendment are consistent with the Agreement, this Fourth Amendment shall
govern.


 


B.                                     This Fourth Amendment supersedes all
prior communications 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 Fourth Amendment to be duly executed as of the
date first above written.


 


	
  THE NEIMAN MARCUS
  GROUP, INC.

  	
   

  	
  HSBC BANK NEVADA, N.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William S. Hough

  	
   

  	
  By:

  	
  /s/ Brian D. Hughes

  
	
   

  	
  Title: VP Credit
  Services

  	
   

  	
   

  	
  Title: Executive Vice
  President

  



 


 


	
  THE NEIMAN MARCUS
  GROUP, INC.

  	
   

  	
  HSBC PRIVATE LABEL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William S. Hough

  	
   

  	
  By:

  	
  /s/ Brian D. Hughes

  
	
   

  	
  Title: VP Credit
  Services

  	
   

  	
   

  	
  Title: Executive Vice
  President