Exhibit 10.11


 


EXECUTION COPY


 


PLEDGE AND SECURITY AND INTERCREDITOR
AGREEMENT


 


THIS PLEDGE AND SECURITY AND
INTERCREDITOR AGREEMENT (as it may be amended or modified from time to time, this
“Agreement”) is entered into as of October 6, 2005 by and among Newton
Acquisition, Inc., a Delaware corporation (“Holdings”), Newton
Acquisition Merger Sub., Inc., a Delaware corporation (“Merger Sub”
and, prior to the Merger, the “Borrower”), The Neiman Marcus Group, Inc.,
a Delaware corporation (“Neiman Marcus”, and after the Merger, the “Borrower”),
the Subsidiary Parties (as defined below) from time to time party hereto and Credit
Suisse, in its capacity as administrative agent and collateral agent for the
Secured Parties (as defined below) (in such capacity, the “Agent”).


 


PRELIMINARY STATEMENT


 


Reference
is hereby made to (a) the Credit Agreement dated as of the date hereof providing
for a term loan facility in an aggregate principal amount of $1,975,000,000
(as amended, restated, supplemented or otherwise modified from time to time,
the “Term Loan Credit Agreement”), among Holdings, Merger Sub, the Subsidiaries
of Neiman Marcus from time to time party thereto and Credit Suisse, as
administrative agent, and (b) the Indenture dated as of May 27, 1998
(as amended, restated, supplemented or otherwise modified from time to time,
the “Existing Notes Indenture”), between Neiman Marcus and The Bank of
New York, as trustee (in such capacity, the “Existing Notes Trustee”), pursuant
to which the Borrower’s 7.125% Debentures due 2028 in an initial aggregate
principal amount of $125,000,000 (the “2028 Debentures”) and the Borrower’s
6.65% Senior Notes due 2008 in an initial aggregate principal amount of
$125,000,000 (the “2008 Notes”) were issued.


 


Pursuant
to the Term Loan Credit Agreement, the Grantors are entering into this
Agreement in order to induce the Term Loan Lenders to enter into and extend
credit to the Borrower under the Term Loan Credit Agreement and to secure the Term
Loan Obligations.


 


Pursuant
to the Existing Notes Indenture, the Borrower may not secure the Term Loan
Obligations with any Existing Notes Designated Collateral unless the Borrower
shall have made effective provision to secure the 2028 Debentures and the 2008
Notes equally and ratably with the Term Loan Obligations for as long as such
obligations are secured by any Existing Notes Designated Collateral.


 


ACCORDINGLY,
the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1.                                   Terms Defined in Term Loan Credit Agreement.  All
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Term Loan Credit Agreement.


 


Section 1.2.                                   Terms Defined in UCC.  Terms
defined in the UCC that are not otherwise defined in this Agreement are used
herein as defined in the UCC.


 

















 


Section 1.3.                                   Definitions of Certain Terms Used Herein.  As
used in this Agreement, in addition to the terms defined in the preamble and Preliminary
Statement above, the following terms shall have the following meanings:


 


“Account”
shall have the meaning set forth in Article 9 of the UCC.


 


“Aggregate
Term Loan Credit Exposure” means, at any time, the aggregate principal
amount of loans outstanding under the Term Loan Credit Agreement at such time.


 


“Article”
means a numbered article of this Agreement, unless another document is
specifically referenced.


 


“Bankruptcy
Proceeding” means, with respect to any Person, a general assignment by such
Person for the benefit of its creditors, or the institution by or against such
Person of any proceeding seeking relief as debtor, or seeking to adjudicate
such Person as bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment or composition of such Person or its debts, under any law relating
to bankruptcy, insolvency, reorganization or relief of debtors, or seeking
appointment of a receiver, trustee, custodian or other similar official for
such Person or for any substantial part of its property.


 


“Chattel
Paper” shall have the meaning set forth in Article 9 of the UCC.


 


“Collateral”
shall have the meaning set forth in Article II.


 


“Commercial
Tort Claim” shall have the meaning set forth in Article 9 of the UCC.


 


“Consignment
Inventory” means any Inventory held by a Grantor on a consignment basis,
which Inventory is not owned by a Grantor (and would not be reflected on a
consolidated balance sheet of Borrower and its Subsidiaries prepared in
accordance with GAAP).


 


“Consignment
Proceeds” means any proceeds from the sale of any Consignment Inventory,
solely to the extent that such proceeds are identifiable proceeds from the sale
of Consignment Inventory and that the Borrower identifies such proceeds as such
through a method of tracing reasonably satisfactory to the Agent.


 


 “Control” shall have the meaning set
forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106
or 9-107 of Article 9 of the UCC.


 


“Copyrights”
means, with respect to any Person, all of such Person’s right, title, and
interest in and to the following:  (a) all
copyrights, rights and interests in copyrights, works protectable by copyright,
copyright registrations, and copyright applications; (b) all renewals of
any of the foregoing; (c) all income, royalties, damages, and payments now
or hereafter due and/or payable under any of the foregoing, including, without
limitation, damages or payments for past or future infringements for any of the
foregoing; (d) the right to sue for past, present, and future
infringements of any of the foregoing; and (e) all rights corresponding to
any of the foregoing throughout the world.


 


“Credit
Agreement Event of Default” means any “Event of Default”, as defined in the
Term Loan Credit Agreement.


 


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“Deposit
Account” shall have the meaning set forth in Article 9 of the UCC.


 


“Document”
shall have the meaning set forth in Article 9 of the UCC.


 


“Equipment”
shall have the meaning set forth in Article 9 of the UCC.


 


“Event
of Default” means a Credit Agreement Event of Default or an Existing Notes
Event of Default.


 


“Excluded
Assets” means


 


(a)                                  the Specified Credit Card Receivables, any
Specified Credit Card Payments and any Specified In-Store Credit Card Payments;


 


(b)                                 the HSBC Credit Card Receivables Accounts;


 


(c)                                  more than 65% of the issued and outstanding
voting Equity Interests of any Foreign Subsidiary;


 


(d)                                 any Domestic Subsidiary that is taxed as a
partnership for federal income tax purposes that holds Equity Interests of a
Foreign Subsidiary whose Equity Interests are pledged pursuant to this Security
Agreement;


 


(e)                                  any Margin Stock;


 


(f)                                    Equity Interests in Kate Spade LLC, Gurwitch
Products, L.L.C. and Willow Bend Beverage Corporation;


 


(g)                                 any intercompany Indebtedness of (i) the
Borrower or any Subsidiary that is a Loan Party owing to a Subsidiary that is a
Loan Party, (ii) a Subsidiary that is a Loan Party owing to the Borrower
or (iii) any Subsidiary that is not a Loan Party owing to the Borrower or
owing to a Subsidiary that is a Loan Party (in the case of (iii), other than
such Indebtedness that is Indebtedness for borrowed money and has a principal
amount of $5,000,000 or more);


 


(h)                                 subject to Section 11.16(d), any
Equity Interests to the extent that a pledge of such Equity Interests would
give rise to additional subsidiary reporting requirements under Rule 3-10
or Rule 3-16 of Regulation S-X promulgated under the Exchange Act of 1934;


 


(i)                                     any Consignment Inventory and any Consignment
Proceeds;


 


(j)                                     any Leased-Department Inventory and any
Leased-Department Proceeds;


 


(k)                                  any leases, licenses, rights or other
agreements contained within the Collateral to which any Grantor is a party or
any of its rights or interests are subject thereto to the extent and solely to
the extent that the proximate result of the grant of such security interest
shall be to (1) constitute or result in the abandonment, invalidation or
unenforceability of any right, title or interest in such Grantor therein, or (2) create
a situation under which such Grantor shall be deemed to have breached or
terminated pursuant to the terms of, or defaulted under, any such Collateral;
and in each case under


 


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clauses
(1) and (2) above such abandonment, invalidation, unenforceability,
breach, termination or default would not be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any
successor provision or provisions) of any relevant jurisdiction or any other
applicable law or principles or equity; provided, however, that the Excluded
Assets shall not include, and such security interest shall attach immediately
at such time as the condition causing such abandonment, invalidation,
unenforceability, breach, termination or default shall be remedied and to the
extent severable, shall attach immediately to, any portion of such lease,
license, right or agreement that does not result in any of the consequences
specified in (1) or (2) above; and


 


(l)                                     assets that are acquired by any Grantor with
the proceeds of Indebtedness incurred pursuant to Section 6.01(b)(vi) of
the Term Loan Credit Agreement and that are subject to a purchase money Lien in
favor of the lenders under such Indebtedness; provided, however,
that the aggregate purchase price paid for the acquisition of such assets shall
not exceed $75,000,000 in the aggregate.


 


 “Exhibit” refers to a specific exhibit
to this Agreement, unless another document is specifically referenced.


 


 “Existing Notes Designated Collateral”
means (a) any “Principal Property” (as such term is defined in the
Existing Notes Indenture) of the Borrower or any Restricted Subsidiary (as
defined in the Existing Notes Indenture) and (b) any Equity Interests or
indebtedness of any Subsidiary of the Borrower. 
For the avoidance of doubt, Existing Notes Designated Collateral does
not include (i) any Equity Interests of the Borrower or (ii) any
Excluded Assets.


 


“Existing
Notes Event of Default” means any “Event of Default”, as defined in the
Existing Notes Indenture.


 


“Existing Notes Indenture” has the meaning set forth in the
Preliminary Statement.


 


“Existing
Notes Obligations” means the 2008 Notes Obligations and the 2028 Debenture
Obligations.


 


“Existing
Notes Trustee” means The Bank of New York, in its capacity as trustee under
the Existing Notes Indenture.


 


“Existing
Notes Secured Parties” means the 2008 Notes Secured Parties and the 2028
Debentures Secured Parties.


 


“Fixture”
shall have the meaning set forth in Article 9 of the UCC.


 


“General
Intangible” shall have the meaning set forth in Article 9 of the UCC.


 


“Goods”
shall have the meaning set forth in Article 9 of the UCC.


 


“Grantors”
means Holdings, the Borrower and the Subsidiary Parties.


 


“HSBC
Credit Card Receivables Accounts” means the deposit accounts # 001846205
held at HSBC Bank USA, N.A. and # 08806372312 held at JPMorgan Chase Bank,
containing proceeds of Specified Credit Card Receivables, which account is
owned by the Borrower but


 


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controlled by HSBC and the
ownership of which is anticipated to be transferred to HSBC in the first or
second calendar quarter of 2006.


 


 “Instrument” shall have the meaning set
forth in Article 9 of the UCC.


 


“Intercreditor
Agreement” means the Lien Subordination and Intercreditor Agreement dated as
of the date hereof, among Holdings, the Borrower, the Subsidiaries from time to
time party thereto, the Revolving Facility Agent and the Agent, as amended,
modified or supplemented from time to time.


 


“Inventory”
shall have the meaning set forth in Article 9 of the UCC.


 


“Investment
Property” shall have the meaning set forth in Article 9 of the UCC.


 


“Leased-Department
Inventory” means any Inventory relating to a leased department within one
of the Grantors’ retail stores, which Inventory is not owned by a Grantor (and
would not be reflected on a consolidated balance sheet of Borrower and its
Subsidiaries prepared in accordance with GAAP).


 


“Leased-Department
Proceeds” means any proceeds from the sale of any Leased-Department
Inventory, solely to the extent that such proceeds are identifiable proceeds
from the sale of Leased-Department Inventory and that the Borrower identifies
such proceeds as such through a method of tracing reasonably satisfactory to
the Agent.


 


“Letter-of-Credit
Right” shall have the meaning set forth in Article 9 of the UCC.


 


“Licenses”
means, with respect to any Grantor, all of such Grantor’s right, title, and
interest in and to (a) any and all licensing agreements or similar
arrangements in and to its owned (1) Patents, (2) Copyrights, or (3) Trademarks,
(b) all income, royalties, damages, claims, and payments now or hereafter
due or payable under and with respect thereto, including, without limitation,
damages and payments for past and future breaches thereof, and (c) all
rights to sue for past, present, and future breaches thereof.


 


“Obligations” means the Term Loan Obligations and the Existing
Notes Obligations.


 


“Patents”
means, with respect to any Person, all of such Person’s right, title, and
interest in and to:  (a) any and all
patents and patent applications; (b) all inventions and improvements described
and claimed therein; (c) all reissues, divisions, continuations, renewals,
extensions, and continuations-in-part thereof; (d) all income, royalties,
damages, claims, and payments now or hereafter due or payable under and with
respect thereto, including, without limitation, damages and payments for past
and future infringements thereof; (e) all rights to sue for past, present,
and future infringements thereof; and (f) all rights corresponding to any
of the foregoing throughout the world.


 


“Perfection
Certificate”  means a certificate
substantially in the form of Exhibit I completed and supplemented
with the schedules and attachments contemplated thereby, and duly executed by a
Responsible Officer of the Borrower.


 


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“Permitted
Liens” means the “Permitted Liens” as defined in the Term Loan Credit
Agreement.


 


“Pledged
Collateral” means all Instruments, Securities and other Investment Property
owned by any Grantor, other than any Instruments, Securities or Investment
Property that is an Excluded Asset (for so long and to the extent such
exclusion is applicable), whether or not physically delivered to the Agent
pursuant to this Agreement.


 


“Receivables”
means the Accounts, Chattel Paper, Documents, Investment Property, Instruments
and any other rights or claims to receive money (other than the Specified Credit
Card Receivables) that are General Intangibles or that are otherwise included
as Collateral.


 


“Required
Secured Parties” means (a) prior to an acceleration of the Term Loan
Obligations under the Term Loan Credit Agreement, the “Required Lenders” as
defined in the Term Loan Credit Agreement (with any loans under the Term Loan
Credit Agreement and unused commitments thereunder held by the Borrower or any
of its Affiliates being excluded for such purpose), (b) after an
acceleration of the Term Loan Obligations under the Term Loan Credit Agreement
but prior to the date upon which the Term Loan Credit Agreement has terminated
by its terms and all of the obligations thereunder have been paid in full, Term
Loan Lenders holding in the aggregate loans under the Term Loan Credit
Agreement representing more than 50% of the Aggregate Term Loan Credit Exposure
(with any such loans held by the Borrower or any of its Affiliates being
excluded for this purpose), and (c) after the Term Loan Credit Agreement
has terminated by its terms and all of the Term Loan Obligations thereunder
have been paid in full (whether or not the Term Loan Obligations under the Term
Loan Credit Agreement were ever accelerated), Term Loan Lenders holding in the
aggregate at least a majority of the aggregate net Secured Hedging Obligations
then due and unpaid from the Grantors to the Term Loan Lenders under Hedge
Agreements, as determined by the Term Loan Agent in its reasonable discretion.


 


“Revolving
Facility Agent” means Deutsche Bank Trust Company Americas, in its capacity
as administrative agent and collateral agent under the Revolving Facility
Credit Agreement.


 


“Revolving
Facility Credit Agreement” means the Credit Agreement dated the date hereof
among Holdings, the Borrower, the Subsidiary Parties and the Revolving Facility
Agent, as amended, restated supplemented or otherwise modified from time to
time.


 


“Revolving
Facility First Lien Collateral Transition Date” has the meaning set forth
in the Intercreditor Agreement.


 


“Section”
means a numbered section of this Agreement, unless another document is
specifically referenced.


 


“Secured
Parties” means the Term Loan Secured Parties and the Existing Notes Secured
Parties.


 


“Security”
shall have the meaning set forth in Article 8 of the UCC.


 


“Specified
Credit Card Receivables” means the Accounts, Documents and other rights or
claims to receive money which are General Intangibles and that have been or from
time to time are


 


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sold or otherwise
transferred to (i) HSBC pursuant to the HSBC Arrangements or (ii) any
third party pursuant to any Permitted Replacement Credit Card Program.


 


“Specified
Credit Card Payments” means any payments by the holder of a private label
credit card subject to the HSBC Arrangements or any Permitted Replacement
Credit Card Program to the issuer of such credit card that are (i) in the
case of the HSBC Arrangements, made to a HSBC Credit Card Receivables Accounts
or (ii) in the case of any Permitted Replacement Credit Card Program, made
to any account of a Grantor prior to the transition of ownership of such
account to the applicable third party in connection with the establishment of
the applicable Permitted Replacement Credit Card Program.


 


“Specified
In-Store Credit Card Payments” means any payments made in-person by
customers in respect of private label credit cards subject to the HSBC
Arrangements or any Permitted Replacement Credit Card Program in one of the
Grantors’ retail stores, solely to the extent that such payments are
identifiable payments from the holders of such private label credit cards and
that the Borrower identifies such payments as such through a method of tracing
reasonably satisfactory to the Agent.


 


 “Stock Rights” means all dividends,
instruments or other distributions and any other right or property which any
Grantor shall receive or shall become entitled to receive for any reason
whatsoever with respect to, in substitution for or in exchange for any Equity
Interest constituting Collateral, any right to receive an Equity Interest constituting
Collateral and any right to receive earnings, in which such Grantor now has or
hereafter acquires any right, issued by an issuer of such Equity Interest.


 


“Subsidiary
Parties” means (a) the Subsidiaries identified on Exhibit J
hereto, (b) NM Nevada Trust, a Massachusetts business trust, and (c) each
other Domestic Subsidiary that becomes a party to this Agreement as a Subsidiary
Party after the date hereof, in accordance with Section 11.14 herein and Section 5.11
of the Term Loan Credit Agreement.


 


“Supporting
Obligation” shall have the meaning set forth in Article 9 of the UCC.


 


“Term Loan Credit Agreement” has the meaning set forth in the
Preliminary Statement.


 


“Term
Loan/Notes Documents” has the meaning set forth in the Intercreditor
Agreement.


 


“Term
Loan Lenders” means the “Lenders” under and as defined in the Term Loan
Credit Agreement.


 


“Term
Loan Obligations” means (a) the due and punctual payment by the
Borrower of (i) the principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, on the loans under the Term Loan
Credit Agreement and (ii) all other monetary obligations of the
Borrower or any other Grantor to any of the Term Loan Secured Parties under the
Term Loan Credit Agreement and each of the Term Loan Security Documents,
including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or


 


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otherwise (including
monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), (b) the due and punctual performance
of all other obligations of the Borrower or any other Grantor to any of the
Term Loan Secured Parties under or pursuant to the Term Loan Credit Agreement
and each of the Term Loan Security Documents and (c) the due and punctual
payment and performance of all the obligations of the Borrower and each other
Grantor to any of the Term Loan Secured Parties under this Agreement and each
of the Term Loan Security Documents.


 


“Term
Loan Secured Parties” means (a) the Term Loan Lenders, (b) the Agent,
(c) each counterparty to any Hedge Agreement with a Loan Party the
obligations under which constitute Secured Hedge Obligations, (d) each
beneficiary of any indemnification obligation undertaken by the
Borrower or any other Grantor under any Term Loan/Notes Document
and (e) the successors and assigns of each of the foregoing.


 


“Term
Loan Security Documents” shall have the meaning set forth in the
Intercreditor Agreement.


 


“Trademarks”
means, with respect to any Person, all of such Person’s right, title, and interest
in and to the following:  (a) all
trademarks (including service marks), trade names, trade dress, and trade
styles and the registrations and applications for registration thereof and the
goodwill of the business symbolized by the foregoing; (b) all licenses of
the foregoing, whether as licensee or licensor; (c) all renewals of the
foregoing; (d) all income, royalties, damages, and payments now or
hereafter due or payable with respect thereto, including, without limitation,
damages, claims, and payments for past and future infringements thereof; (e) all
rights to sue for past, present, and future infringements of the foregoing,
including the right to settle suits involving claims and demands for royalties
owing; and (f) all rights corresponding to any of the foregoing throughout
the world.


 


“2008
Notes Obligations” means (a) the due and punctual payment by the
Borrower of (i) the principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such
proceeding) when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, on the 2008 Notes (ii) and all
other monetary obligations of the Borrower or any other Grantor to any of the
2008 Notes Secured Parties under the Existing Notes Indenture and each of the Term
Loan Security Documents related thereto, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), (b) the due and punctual
performance of all other obligations of the Borrower or any other Grantor to
any of the 2008 Notes Secured Parties under or pursuant to the Existing Notes
Indenture and each of the Term Loan Security Documents related thereto and (c) the
due and punctual payment and performance of all the obligations of each other
Grantor to any of the 2008 Notes Secured Parties under this Agreement and each
of the Term Loan Security Documents related thereto.


 


“2008
Notes Secured Parties” means (a) the holders of the 2008 Notes, (b) each beneficiary
of any indemnification obligation undertaken by the Borrower or any other
Grantor under any Existing Notes Indenture and (c) the successors and
assigns of each of the foregoing.


 


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“2028
Debentures Obligations” means (a) the due and punctual payment by the
Borrower of (i) the principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, on the 2028 Debentures and (ii) all
other monetary obligations of the Borrower or any other Grantor to any of the
2028 Debentures Secured Parties under the Existing Notes Indenture and each of
the Term Loan Security Documents related thereto, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), (b) the
due and punctual performance of all other obligations of the Borrower or any
other Grantor to any of the 2028 Debentures Secured Parties under or pursuant
to the Existing Notes Indenture and each of the Term Loan Security Documents
related thereto and (c) the due and punctual payment and performance of
all the obligations of each other Grantor to any of the 2028 Debentures Secured
Parties under this Agreement and each of the Term Loan Security Documents
related thereto.


 


“2028
Debentures Secured Parties” means (a) the holders of the 2028 Debentures, (b) each
beneficiary of any indemnification obligation undertaken by the Borrower or any
other Grantor under any Existing Notes Indenture and (c) the successors
and assigns of each of the foregoing.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State
of New York.


 


The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.


 


ARTICLE II

GRANT OF SECURITY INTEREST


 


Each
Grantor hereby pledges, assigns and grants to the Agent, on behalf of and for
the ratable benefit of the Secured Parties, a security interest in all of its
right, title and interest in, to and under all personal property and other
assets, whether now owned by or owing to, or hereafter acquired by or arising
in favor of such Grantor (including under any trade name or derivations
thereof), and regardless of where located (all of which are collectively
referred to as the “Collateral”), including:


 


(i)                                     all Accounts;


 


(ii)                                  all Chattel Paper;


 


(iii)                               all Copyrights, Patents and Trademarks;


 


(iv)                              all Documents;


 


(v)                                 all Equipment;


 


(vi)                              all Fixtures;


 


(vii)                           all General Intangibles;


 


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(viii)                        all Goods;


 


(ix)                                all Instruments;


 


(x)                                   all Inventory;


 


(xi)                                all Investment Property;


 


(xii)                             all cash or cash equivalents;


 


(xiii)                          all letters of credit, Letter-of-Credit
Rights and Supporting Obligations;


 


(xiv)                         all Deposit Accounts with any bank or other
financial institution;


 


(xv)                            all Commercial Tort Claims as specified from time
to time in Exhibit E; and


 


(xvi)                         all accessions to, substitutions for and
replacements, proceeds (including Stock Rights), insurance proceeds and
products of the foregoing, together with all books and records, customer lists,
credit files, computer files, programs, printouts and other computer materials
and records related thereto and any General Intangibles at any time evidencing
or relating to any of the foregoing;


 


to
secure the prompt and complete payment and performance of the Obligations.


 


Notwithstanding the foregoing or anything herein to
the contrary, in no event shall the “Collateral” include or the security
interest attach to any Excluded Asset.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


The
Grantors, jointly and severally, represent and warrant to the Agent, for the
benefit of the Secured Parties, that:


 


Section 3.1.                                   Title, Perfection and Priority.  Each
Grantor has good and valid rights in, or the power to transfer the Collateral
and title to, the Collateral with respect to which it has purported to grant a
security interest hereunder, free and clear of all Liens except Permitted
Liens, and has full power and authority to grant to the Agent the security
interest in such Collateral pursuant hereto. 
When financing statements have been filed in the appropriate offices
against such Grantor in the locations listed on Exhibit G, the Agent
will have a fully perfected first priority security interest in that Collateral
in which a security interest may be perfected by filing under the Uniform
Commercial Code in effect in the applicable jurisdiction, subject only to
Permitted Liens and to the terms of the Intercreditor Agreement.


 


Section 3.2.                                   Type and Jurisdiction of Organization,
Organizational and Identification Numbers.  The type of entity of each
Grantor, its jurisdiction of organization, the organizational number issued to
it by its jurisdiction of organization and its federal employer identification
number are set forth on Exhibit A.


 


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Section 3.3.                                   Principal Location.  Each
Grantor’s mailing address and the location of its place of business (if it has
only one) or its chief executive office (if it has more than one place of
business), is disclosed on Exhibit A.


 


Section 3.4.                                   Collateral Locations.  Each
location where Collateral is located as of the date hereof (except for
Inventory in transit) is listed on Exhibit A.  All of said locations are owned by a Grantor
except for locations (i) that are leased by a Grantor as lessee and
designated in Part III(b) of Exhibit A and (ii) at
which Inventory is held in a public warehouse or is otherwise held by a bailee
or on consignment as designated in Part III(c) of Exhibit A.


 


Section 3.5.                                   Bailees, Warehousemen, Etc.  Exhibit B
hereto sets forth a list, as of the date hereof, of each bailee, warehouseman
and other third party in possession or control of any Inventory of any Grantor (except
for Inventory in transit) and specifies as to each bailee, warehouseman or
other third party whether the value of the Inventory, at cost, possessed or
controlled by such bailee, warehouseman or other third party exceeds $2,500,000.


 


Section 3.6.                                   Exact Names.  The
name in which each Grantor has executed this Agreement is the exact name as it
appears in such Grantor’s organizational documents, as amended, as filed with
such Grantor’s jurisdiction of organization. 
No Grantor has, during the past five years, been known by or used any
other corporate or fictitious name, or been a party to any merger or
consolidation (other than, in the case of the Borrower, the Merger) except as
disclosed in the Perfection Certificate.


 


Section 3.7.                                   Letter-of-Credit Rights and Chattel Paper.  Exhibit C
lists all Letter-of-Credit Rights and Chattel Paper of each Grantor.  All actions necessary or desirable to protect
and perfect the Agent’s Lien under the laws of the United States, on each item
listed on Exhibit C (including the delivery of all originals as
required hereunder) has been duly taken by each Grantor. The Agent will have a
fully perfected first priority security interest in the Collateral listed on Exhibit C,
subject only to Permitted Liens and to the terms of the Intercreditor Agreement.


 


Section 3.8.                                   Accounts and Chattel Paper.  The
names of the obligors, amounts owing, due dates and other information with
respect to each Grantor’s Accounts and Chattel Paper that are Collateral are
and will be correctly stated, at the time furnished, in all records of such
Grantor relating thereto and in all invoices furnished to the Agent by such
Grantor from time to time.


 


Section 3.9.                                   Intellectual Property.  No
Grantor has any interest in, or title to, any Patent, Trademark or Copyright
except as set forth on Exhibit D. 
This Agreement is effective to create a valid and continuing Lien under the
UCC and the laws of the United States and, upon filing of appropriate financing
statements in the offices listed on Exhibit G and this Agreement
with the United States Copyright Office and the United States Patent and
Trademark Office, fully perfected first priority security interests under the
UCC and the laws of the United States (subject to the terms of the
Intercreditor Agreement) in favor of the Agent for the ratable benefit of the
Secured Parties on the Patents, Trademarks and Copyrights of the Grantors, such
perfected security interests are enforceable as such as against any and all
creditors of and purchasers from the Grantors; and all action necessary or
desirable under the UCC and the laws of the United States to protect and
perfect the Agent’s Lien on the Patents, Trademarks or Copyrights of the
Grantors shall have been duly taken.


 


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Section 3.10.                             No Financing Statements, Security Agreements.  No
financing statement or security agreement describing all or any portion of the
Collateral that has not lapsed or been terminated naming a Grantor as debtor
has been filed or is of record in any jurisdiction except (a) for
financing statements or security agreements naming the Agent on behalf of the Secured
Parties as the secured party and (b) Permitted Liens.


 


Section 3.11.                             Pledged Collateral.


 


(a)                                  Exhibit F sets forth a complete and accurate list of
all of the Pledged Collateral and the percentage of the total issued and
outstanding Equity Interests of the issuer represented thereby (except any
Equity Interests in respect of which a Grantor owns less than 10% of the Equity
Interests of the issuer of such Equity Interests).  Each Grantor is the direct, sole beneficial
owner and sole holder of record of the Pledged Collateral listed on Exhibit F
as being owned by it, free and clear of any Liens, except for the security
interest granted to the Agent for the ratable benefit of the Secured Parties
hereunder and Permitted Liens.  Each
Grantor further represents and warrants that (i) all Pledged Collateral
constituting an Equity Interest has been (to the extent such concepts are
relevant with respect to such Pledged Collateral) duly authorized and validly
issued by the issuer thereof and are fully paid and non-assessable, (ii) with
respect to any certificates delivered to the Agent representing an Equity
Interest, either such certificates are Securities as defined in Article 8
of the UCC as a result of actions by the issuer or otherwise, or, if such certificates
are not Securities, such Grantor has so informed the Agent so that the Agent may
take steps to perfect its security interest therein as a General Intangible, (iii) it
shall have used commercially reasonable efforts to ensure that all Pledged
Collateral held by a securities intermediary is covered by a control agreement
among the applicable Grantor, the securities intermediary and the Agent
pursuant to which the Agent has Control and (iv) all Pledged Collateral that
represents Indebtedness owed to any Grantor has been duly authorized,
authenticated or issued and delivered by the issuer of such Indebtedness, is
the legal, valid and binding obligation of such issuer and such issuer is not
in default thereunder.


 


(b)                                 (i) None of the Pledged Collateral has
been issued or transferred in violation of the securities registration,
securities disclosure or similar laws of any jurisdiction to which such
issuance or transfer may be subject, (ii) none of the Pledged Collateral
is or will be subject to any option, right of first refusal, shareholders
agreement, charter or by-law provisions or contractual restriction of any
nature that might prohibit, impair, delay or otherwise affect the pledge of
such Pledged Collateral hereunder, the sale or disposition thereof pursuant
hereto or the exercise by the Agent of rights and remedies hereunder, and (iii) no
consent, approval, authorization, or other action by, and no giving of notice,
filing with, any governmental authority or any other Person is required for the
pledge by the Grantors of the Pledged Collateral pursuant to this Agreement or
for the execution, delivery and performance of this Agreement by the Grantors,
or for the exercise by the Agent of the voting or other rights provided for in this
Agreement or for the remedies in respect of the Pledged Collateral pursuant to this
Agreement, except as may be required in connection with such disposition by
laws affecting the offering and sale of securities generally.


 


(c)                                  Except as set forth on Exhibit F,
none of the Pledged Collateral which represents Indebtedness owed to a Grantor
is subordinated in right of payment to other Indebtedness or subject to the
terms of an indenture.


 


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Section 3.12.                             Commercial Tort Claims.  As of
the date hereof, no Grantor holds any Commercial Tort Claims having a value in
excess of $1,000,000 for which such Grantor has filed a complaint in a court of
competent jurisdiction, except as indicated on Exhibit E hereto.


 


Section 3.13.                             Perfection Certificate.  The
Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein is correct and complete in all material respects as
of the date hereof.


 


ARTICLE IV

COVENANTS


 


From
the date hereof, and thereafter until this Agreement is terminated, each
Grantor agrees that:


 


Section 4.1.                                   General.


 


(a)                                  Collateral Records.  Each
Grantor will maintain complete and accurate books and records as is consistent
with its practices as of the date hereof in all material respects with respect
to the Collateral, and furnish to the Agent such reports relating to the
Collateral as the Agent shall from time to time reasonably request.


 


(b)                                 Authorization to File Financing Statements;
Ratification.  Each Grantor hereby authorizes the Agent to
file, and if requested will deliver to the Agent, all financing statements and
other documents and take such other actions as may from time to time be
requested by the Agent in order to maintain a first priority (subject to the
terms of the Intercreditor Agreement) perfected security interest in and, if
applicable, Control of, the Collateral. 
Any financing statement filed by the Agent may be filed in any filing
office in any applicable Uniform Commercial Code jurisdiction and may (i) indicate
the Collateral (1) as all assets of the applicable Grantor or words of
similar effect, regardless of whether any particular asset comprised in the
Collateral falls within the scope of Article 9 of the Uniform Commercial
Code of such jurisdiction, or (2) by any other description which
reasonably approximates the description contained in this Agreement, and (ii) contain
any other information required by part 5 of Article 9 of the UCC for the
sufficiency or filing office acceptance of any financing statement or amendment,
including (A) whether the Grantor is an organization, the type of
organization and any organization identification number issued to the Grantor
and (B) in the case of a financing statement filed as a fixture filing, a
sufficient description of real property to which the Collateral relates.  Each Grantor also agrees to furnish any such
information to the Agent promptly upon request. 
Each Grantor also ratifies its authorization for the Agent to have filed
in any Uniform Commercial Code jurisdiction any initial financing statements or
amendments thereto if filed prior to the date hereof.


 


(c)                                  Further Assurances.  Each
Grantor will, if reasonably requested by the Agent, but not more frequently
than once per quarter, furnish to the Agent statements and schedules further
identifying and describing the Collateral and such other reports and
information in connection with the Collateral as the Agent may reasonably
request, all in such detail as the Agent may reasonably specify.  Each Grantor also agrees to take any and all
actions necessary to defend title to the Collateral against all persons and to
defend the security interest of the Agent in the Collateral and the priority
thereof against any Lien other than Permitted Liens.


 


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(d)                                 Disposition of Collateral.  No
Grantor will sell, lease, transfer or otherwise dispose of the Collateral except
for sales, leases, transfers and other dispositions specifically permitted
pursuant to the terms of the Term Loan Credit Agreement.


 


(e)                                  Liens.  No Grantor will create, incur,
or suffer to exist any Lien on the Collateral except (i) the security interest
created by this Agreement and (ii) Permitted Liens.


 


(f)                                    Other Financing Statements.  No
Grantor will authorize the filing of any financing statement naming it as
debtor covering all or any portion of the Collateral, except to cover security
interests that are Permitted Liens. Each Grantor acknowledges that it is not
authorized to file any financing statement or amendment or termination
statement with respect to any financing statement without the prior written
consent of the Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of
the UCC.  Without limiting the foregoing,
each Grantor shall use its commercially reasonable efforts to ensure that any
financing statement filed by any Person with respect to Consignment Inventory
shall clearly indicate that such financing statement relates to a consignment
transaction with respect to such Consignment Inventory between the applicable
Grantor and such Person.


 


(g)                                 Change of Name, Etc.  Each
Grantor agrees to furnish to the Agent prompt written notice of any change
in:  (i) such Grantor’s name; (ii) the
location of such Grantor’s chief executive office or its principal place of
business; (iii) such Grantor’s organizational legal entity designation or
jurisdiction of incorporation or formation; (iv) such Grantor’s Federal
Taxpayer Identification Number or organizational identification number assigned
to it by its jurisdiction of incorporation or formation; or (v) the
acquisition by such Grantor of any material property for which additional
filings or recordings are necessary to perfect and maintain the Agent’s
security interest therein (to the extent perfection of the security interest in
such property is required by the terms hereof). 
Each Grantor agrees not to effect or permit any change referred to in
the preceding sentence unless all filings have been made under the Uniform Commercial
Code or other applicable law that are required in order for the Agent to
continue at all times following such change to have a valid, legal and
perfected, first priority security interest (subject to the terms of the
Intercreditor Agreement and to Permitted Liens that have priority by operation
of applicable law) in the Collateral for its benefit and the benefit of the
other Secured Parties.


 


(h)                                 Compliance with Terms.  Each
Grantor will perform and comply in all material respects with all obligations
in respect of the Collateral and all material agreements relating to the
Collateral to which it is a party or by which it is bound.


 


Section 4.2.                                   Receivables.


 


(a)                                  Certain Agreements on Receivables.  No
Grantor will make or agree to make any discount, credit, rebate or other
reduction in the original amount owing on a Receivable or accept in
satisfaction of a Receivable less than the original amount thereof, except
that, prior to the occurrence of an Event of Default, any Grantor may reduce
the amount of Accounts, whether from the sale of Inventory or otherwise, in
accordance with its present policies and in the ordinary course of business.


 


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(b)                                 Collection of Receivables. 
Except as otherwise provided in this Agreement, each Grantor will
collect and enforce, in accordance with its present policies and in the
ordinary course of business, all amounts due or hereafter due to such Grantor
under the Receivables.


 


(c)                                  Electronic Chattel Paper.  If
any Grantor at any time holds or acquires an interest in any Electronic Chattel
Paper or any “transferable record”, as that term is defined in Section 201
of the Federal Electronic Signatures in Global and National Commerce Act, or in
Section 16 of the Uniform Electronic Transactions Act as in effect in any
relevant jurisdiction, such Grantor shall promptly notify the Agent thereof
and, at the request of the Agent, shall take such action as the Agent may
reasonably request to vest in the Agent Control under UCC Section 9-105 of
such Electronic Chattel Paper or control (to the extent the meaning of “control”
has not been clearly established under such provisions, “control” in this
paragraph (c) to have such meaning as the Agent shall in good faith
specify in writing after consultation with the Borrower) under Section 201
of the Federal Electronic Signatures in Global and National Commerce Act or, as
the case may be, Section 16 of the Uniform Electronic Transactions Act, as
so in effect in such jurisdiction, of such transferable record.  The Agent agrees with such Grantor that the
Agent will arrange, pursuant to procedures reasonably satisfactory to the Agent
and so long as such procedures will not result in the Agent’s loss of Control
or control, as applicable, for the Grantor to make alterations to the
Electronic Chattel Paper or transferable record permitted under UCC Section 9-105
or, as the case may be, Section 201 of the Federal Electronic Signatures
in Global and National Commerce Act or Section 16 of the Uniform
Electronic Transactions Act for a party in Control to allow without loss of
Control or control, as applicable, unless an Event of Default has occurred and
is continuing or would occur after taking into account any action by such
Grantor with respect to such Electronic Chattel Paper or transferable record.


 


Section 4.3.                                   Delivery of Instruments, Securities, Chattel
Paper and Documents. Each
Grantor will (a) deliver to the Agent immediately upon execution of this
Agreement the originals of all Chattel Paper, Securities and Instruments
constituting Collateral (if any then exist), (b) hold in trust for the Agent
upon receipt and promptly thereafter deliver to the Agent any Chattel Paper,
Securities and Instruments constituting Collateral received after the date
hereof, (c) upon the Agent’s request, deliver to the Agent, and thereafter
hold in trust for the Agent upon receipt and promptly deliver to the Agent any
Document evidencing or constituting Collateral and (d) upon the Agent’s
request, deliver to the Agent a duly executed amendment to this Agreement, in
the form of Exhibit H hereto (each, an “Amendment”),
pursuant to which such Grantor will pledge any additional Collateral.  Each Grantor hereby authorizes the Agent to
attach each Amendment to this Agreement and agrees that all additional collateral
set forth in such Amendments shall be considered to be part of the Collateral.


 


Section 4.4.                                   Uncertificated Pledged Collateral.  The
Grantors will permit the Agent from time to time to cause the appropriate
issuers (and, if held with a securities intermediary, such securities
intermediary) of uncertificated securities or other types of Pledged Collateral
with respect to which a Grantor owns 50% or more of the Equity Interests of the
issuer of such Pledged Collateral not represented by certificates to mark their
books and records with the numbers and face amounts of all such uncertificated
securities or other types of Pledged Collateral not represented by certificates
and all rollovers and replacements therefor to reflect the Lien of the Agent
granted pursuant to this Agreement.  The
Grantors will take any actions reasonably necessary to cause (a) the
issuers of uncertificated securities which are Pledged Collateral with respect
to which a Grantor owns 50% or more of the Equity Interests of the issuer of
such Pledged Collateral, and (b) any securities intermediary which is the
holder of any Pledged Collateral, to cause the Agent to have and retain


 


15

















 


Control over such Pledged Collateral.  Without limiting the foregoing, each applicable
Grantor will use its commercially reasonable efforts to cause, with respect to
Pledged Collateral held with a securities intermediary in an account with an
aggregate asset value of $5,000,000 or more, such securities intermediary to
enter into a control agreement with the Agent, in form and substance
satisfactory to the Agent, giving the Agent Control.


 


Section 4.5.                                   Pledged Collateral.


 


(a)                                  Registration in Nominee Name; Denominations.  The Agent,
on behalf of the Secured Parties, shall hold certificated Pledged Collateral in
the name of the applicable Grantor, endorsed or assigned in blank or in favor
of the Agent, but following the occurrence and during the continuance of an
Event of Default shall have the right (in its sole and absolute discretion) to
hold the Pledged Collateral in its own name as pledgee, or in the name of its
nominee (as pledgee or as sub-agent). 
Each Grantor will promptly give to the Agent copies of any notices or
other communications received by it with respect to Pledged Collateral
registered in the name of such Grantor.  Following
the occurrence and during the continuance of an Event of Default, the Agent
shall at all times have the right to exchange the certificates representing
Pledged Collateral for certificates of smaller or larger denominations for any
purpose consistent with this Agreement.


 


(b)                                 Any Indebtedness of any Subsidiary that is
not a Loan Party owing to the Borrower or any Subsidiary that is a Loan Party
in excess of $5,000,000 shall be or become evidenced by a promissory note or
other instrument, and such note or instrument shall be promptly pledged and
delivered to the Agent, duly endorsed in a manner satisfactory to the Agent.


 


(c)                                  Exercise of Rights in Pledged Collateral.


 


(i)                                     Without in any way limiting the foregoing and
subject to clause (ii) below, each Grantor shall have the right to
exercise all voting rights or other rights relating to the Pledged Collateral
for all purposes not inconsistent with this Agreement and the other Term
Loan/Note Documents; provided  however,
that no vote or other right shall be exercised or action taken which would reasonably
be expected to have the effect of materially and adversely impairing the rights
of the Agent in respect of the Pledged Collateral.


 


(ii)                                  Each Grantor will permit the Agent or its
nominee at any time after the occurrence and during the continuance of an Event
of Default, without notice, to exercise all voting rights or other rights
relating to Pledged Collateral, including, without limitation, exchange,
subscription or any other rights, privileges, or options pertaining to any
Equity Interest or Investment Property constituting Pledged Collateral as if it
were the absolute owner thereof.


 


(iii)                               Each Grantor shall be entitled to receive and
retain any and all dividends, interest, principal and other distributions paid
on or distributed in respect of the Pledged Collateral to the extent and only
to the extent that such dividends, interest, principal and other distributions
are permitted by, and otherwise paid or distributed in accordance with, the
terms and conditions of the Term Loan/Note Documents and applicable law; provided, however, that any non-cash
dividends, interest, principal or other distributions that would constitute
Pledged Collateral, whether resulting from a subdivision, combination or
reclassification of the


 


16

















 


outstanding Equity Interests of the issuer of
any Pledged Collateral or received in exchange for Pledged Collateral or any
part thereof, or in redemption thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which such issuer may
be a party or otherwise, shall be and become part of the Pledged Collateral,
and, if received by any Grantor, shall not be commingled by such Grantor with
any of its other funds or property but shall be held separate and apart
therefrom, shall be held in trust for the ratable benefit of the Secured
Parties and shall be forthwith delivered to the Agent in the same form as so
received (with any necessary endorsement or instrument of assignment).  The proviso to the first sentence of this
clause (iii) shall not apply to dividends between or among the Grantors
only of property subject to a perfected security interest under this Agreement;
provided that the Borrower notifies the Agent in writing, specifically
referring to this Section 4.5 at the time of such dividend and takes any
actions the Agent reasonably specifies to ensure the continuance of its perfected
security interest in such property under this Agreement.


 


Section 4.6.                                   Intellectual Property.


 


(a)                                  Upon the occurrence and during the
continuance of an Event of Default, each Grantor will use its best efforts to obtain
all consents and approvals necessary or appropriate for the assignment to or for
the benefit of the Agent of any License held by such Grantor and to enforce the
security interests granted hereunder.


 


(b)                                 Each Grantor shall notify the Agent promptly
if it knows or reasonably expects that any application or registration relating
to any Patent, Trademark or Copyright (now or hereafter existing) material to
the conduct of such Grantor’s business may become abandoned or dedicated, or of
any material adverse determination or development (including the institution of,
or any such determination or development in, any proceeding in the United
States Patent and Trademark Office, the United States Copyright Office or any
court) regarding such Grantor’s ownership of any such Patent, Trademark or
Copyright, its right to register the same, or to keep and maintain the same.


 


(c)                                  In no event shall any Grantor, either
directly or through any agent, employee, licensee or designee, file an
application for the registration of any material Patent, Trademark or Copyright
with the United States Patent and Trademark Office, the United States Copyright
Office or any similar office or agency without giving the Agent prompt written
notice thereof, and, upon request of the Agent, such Grantor shall execute and
deliver any and all security agreements or other instruments as the Agent may reasonably
request to evidence the Agent’s security interest in such Patent, Trademark or
Copyright, and the General Intangibles of such Grantor relating thereto or
represented thereby.


 


(d)                                 Each Grantor shall take all actions necessary
or reasonably requested by the Agent to maintain and pursue each material application,
to obtain the relevant registration and to maintain the registration of each of
the Patents, Trademarks and Copyrights (now or hereafter existing) material to
the conduct of such Grantor’s business, except in cases where, in the ordinary
course of business consistent with past practice, such Grantor reasonably
decides to abandon, allow to lapse or expire any Patent, Trademark or
Copyright, including the filing of applications for renewal, affidavits of use,
affidavits of noncontestability and, if consistent with good business judgment
and past practice, to initiate opposition and interference and cancellation
proceedings against third parties.


 


17

















 


(e)                                  Consistent with each Grantor’s past practice,
each Grantor shall, unless it shall reasonably determine that a Patent,
Trademark or Copyright is not material to the conduct of its business, promptly
notify the Agent and shall, if consistent with good business judgment, promptly
sue for infringement, misappropriation or dilution of such Patent, Trademark or
Copyright and to recover any and all damages for such infringement,
misappropriation or dilution, and shall take such other actions as are appropriate
under the circumstances to protect such Patent, Trademark or Copyright.


 


Section 4.7.                                   Commercial Tort Claims.  Each
Grantor shall promptly notify the Agent of any Commercial Tort Claim having a
value in excess of $1,000,000 acquired by it for which such Grantor has filed a
complaint in a court of competent jurisdiction and, unless the Agent otherwise
consents, such Grantor shall update Exhibit E to this Agreement, thereby
granting to the Agent a first priority security interest in such Commercial Tort
Claim (subject to the Intercreditor Agreement).


 


Section 4.8.                                   Letter-of-Credit Rights.  If any
Grantor is or becomes the beneficiary of a letter of credit having a face
amount in excess of $1,000,000, such Grantor shall promptly notify the Agent
thereof and cause the issuer and/or confirmation bank to consent to the
assignment of any Letter-of-Credit Rights to the Agent.


 


Section 4.9.                                   No Interference.  Each Grantor
agrees that it will not interfere with any right, power and remedy of the Agent
provided for in this Agreement or now or hereafter existing at law or in equity
or by statute or otherwise, or the exercise or beginning of the exercise by the
Agent of any one or more of such rights, powers or remedies.


 


Section 4.10.                             Insurance.  (a)                    In the event any Collateral is located in any
area that has been designated by the Federal Emergency Management Agency as a “Special
Flood Hazard Area”, the applicable Grantor shall purchase and maintain flood
insurance on such Collateral (including any personal property which is located
on any real property leased by such Loan Party within a “Special Flood Hazard
Area”).  The amount of all insurance
required by this Section shall at a minimum comply with applicable law, including
the Flood Disaster Protection Act of 1973, as amended.  All premiums on such insurance shall be paid
when due by such Grantor, and copies of the policies delivered to the Agent.  If any Grantor fails to obtain any insurance
as required by this Section, the Agent at the direction of the Required Lenders
may obtain such insurance at the Borrower’s expense.  By purchasing such insurance, the Agent shall
not be deemed to have waived any default arising from the Grantors’ failure to
maintain such insurance or pay any premiums therefor.


 


(b)                                 All insurance policies required under Section 5.10
of the Term Loan Credit Agreement shall name the Agent (for the benefit of the Secured
Parties) as an additional insured or as loss payee, as applicable, and shall
contain loss payable clauses or mortgagee clauses, through endorsements in form
and substance satisfactory to the Agent, which provide that: (i) subject
to the Intercreditor Agreement, all proceeds thereunder with respect to any
Collateral shall be payable to the Agent; (ii) no such insurance shall be
affected by any act or neglect of the insured or owner of the property described
in such policy; and (iii) such policy and loss payable or mortgagee
clauses may be canceled, amended, or terminated only upon at least thirty (30)
days prior written notice given to the Agent.


 


Section 4.11.                             Certain Accounts.  Each
Grantor shall use commercially reasonable efforts to transfer ownership of (i) the
HSBC Credit Card Receivables Accounts by the end of the second


 


18

















 


calendar quarter of 2006 and (ii) any
account established in connection with the establishment of the applicable
Permitted Replacement Credit Card Program prior to the establishment thereof or
as promptly thereafter as is reasonably practicable.


 


ARTICLE V

REMEDIES


 


Section 5.1.                                   Remedies.


 


(a)                                  Upon the occurrence and during the
continuance of an Event of Default, the Agent may exercise any or all of the
following rights and remedies:


 


(i)                                     those rights and remedies provided in this
Agreement, the Term Loan Credit Agreement, the Existing Notes Indenture or any
other Term Loan/Note Document; provided  that
this Section 5.1(a) shall not be understood to limit any rights
available to the Agent, the Term Loan Lenders or the Existing Noteholders prior
to an Event of Default;


 


(ii)                                  those rights and remedies available to a
secured party under the UCC (whether or not the UCC applies to the affected
Collateral) or under any other applicable law (including, without limitation, any
law governing the exercise of a bank’s right of setoff or bankers’ Lien) when a
debtor is in default under a security agreement;


 


(iii)                               give notice of sole control or any other
instruction under any securities account control agreement and take any action
provided therein with respect to the applicable Collateral;


 


(iv)                              without notice (except as specifically
provided in Section 11.2 or elsewhere herein), demand or advertisement of
any kind to any Grantor or any other Person, enter the premises of any Grantor
where any Collateral is located (through self-help and without judicial
process) to collect, receive, assemble, process, appropriate, sell, lease,
assign, grant an option or options to purchase or otherwise dispose of,
deliver, or realize upon, the Collateral or any part thereof in one or more
parcels at public or private sale or sales (which sales may be adjourned or
continued from time to time with or without notice and may take place at such
Grantor’s premises or elsewhere), for cash, on credit or for future delivery
without assumption of any credit risk, and upon such other terms as the Agent
may deem commercially reasonable; and


 


(v)                                 concurrently with written notice to the
Grantors, transfer and register in its name or in the name of its nominee the
whole or any part of the Pledged Collateral, to exchange certificates or
instruments representing or evidencing Pledged Collateral for certificates or
instruments of smaller or larger denominations, to exercise the voting and all
other rights as a holder with respect thereto, to collect and receive all cash
dividends, interest, principal and other distributions made thereon and to
otherwise act with respect to the Pledged Collateral as though the Agent was
the outright owner thereof.


 


(b)                                 Each Grantor acknowledges and agrees that the
compliance by the Agent, on behalf of the Secured Parties, with any applicable
state or federal law requirements in connection with


 


19

















 


a disposition of the Collateral and compliance
will not be considered to adversely affect the commercial reasonableness of any
sale of the Collateral.


 


(c)                                  The Agent shall have the right upon any
public sale or sales and, to the extent permitted by law, upon any private sale
or sales, to purchase for the benefit of the Agent and the Secured Parties, the
whole or any part of the Collateral so sold, free of any right of equity
redemption, which equity redemption each Grantor hereby expressly releases.


 


(d)                                 Until the Agent is able to effect a sale, lease,
transfer or other disposition of Collateral, the Agent shall have the right to
hold or use Collateral, or any part thereof, to the extent that it deems
appropriate for the purpose of preserving Collateral or the value of the
Collateral, or for any other purpose deemed appropriate by the Agent.  The Agent may, if it so elects, seek the
appointment of a receiver or keeper to take possession of Collateral and to
enforce any of the Agent’s remedies (for the benefit of the Agent and Secured
Parties), with respect to such appointment without prior notice or hearing as
to such appointment.


 


(e)                                  Notwithstanding the foregoing, neither the Agent
nor the Secured Parties shall be required to (i) make any demand upon, or
pursue or exhaust any of their rights or remedies against, the Grantors, any
other obligor, guarantor, pledgor or any other Person with respect to the
payment of the Obligations or to pursue or exhaust any of their rights or
remedies with respect to any Collateral therefor or any direct or indirect guarantee
thereof, (ii) marshal the Collateral or any guarantee of the Obligations
or to resort to the Collateral or any such guarantee in any particular order,
or (iii) effect a public sale of any Collateral.


 


(f)                                    Each Grantor recognizes that the Agent may be
unable to effect a public sale of any or all the Pledged Collateral and may be
compelled to resort to one or more private sales thereof.  Each Grantor also acknowledges that any
private sale may result in prices and other terms less favorable to the seller
than if such sale were a public sale and, notwithstanding such circumstances,
agrees that any such private sale shall not be deemed to have been made in a
commercially unreasonable manner solely by virtue of such sale being private.  The Agent shall be under no obligation to
delay a sale of any of the Pledged Collateral for the period of time necessary
to permit any Grantor or the issuer of the Pledged Collateral to register such
securities for public sale under the Securities Act of 1933, as amended, or
under applicable state securities laws, even if any Grantor and the issuer
would agree to do so (it being acknowledged and agreed that no Grantor shall
have any obligation hereunder to do so).


 


(g)                                 Notwithstanding the foregoing, any rights and
remedies provided in this Section 5.1 shall be subject to the
Intercreditor Agreement.


 


Section 5.2.                                   Grantor’s Obligations Upon Default.  Upon
the request of the Agent after the occurrence and during the continuance of an
Event of Default, each Grantor will:


 


(a)                                  assemble and make available to the Agent the
Collateral and all books and records relating thereto at any place or places reasonably
specified by the Agent, whether at such Grantor’s premises or elsewhere;


 


(b)                                 permit the Agent, by the Agent’s representatives
and agents, to enter, occupy and use any premises where all or any part of the
Collateral, or the books and records relating thereto,


 


20
















 


or both, are located, to take possession of
all or any part of the Collateral or the books and records relating thereto, or
both, to remove all or any part of the Collateral or the books and records
relating thereto, or both, and to conduct sales of the Collateral, without any
obligation to pay any Grantor for such use and occupancy;


 


Section 5.3.                                   Grant of Intellectual Property License.  For
the purpose of enabling the Agent to exercise the rights and remedies under
this Article V at such time as the Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby (a) grants to the Agent,
for the benefit of the Agent and the Secured Parties, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other compensation
to such Grantor) to use, license or sublicense any intellectual property rights
now owned or hereafter acquired by such Grantor, wherever the same may be
located, and including in such license access to all media in which any of the
licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof and (b) irrevocably
agrees that, at any time and from time to time following the occurrence and
during the continuance of an Event of Default, the Agent may sell any Grantor’s
Inventory directly to any Person, including without limitation Persons who have
previously purchased any Grantor’s Inventory from such Grantor and in
connection with any such sale or other enforcement of the Agent’s rights under this
Agreement, may (subject to any restrictions contained in applicable third party
licenses entered into by a Grantor) sell Inventory which bears any Trademark
owned by or licensed to any Grantor and any Inventory that is covered by any
Copyright owned by or licensed to such Grantor and the Agent may finish any
work in process and affix any relevant Trademark owned by or licensed to any
Grantor and sell such Inventory as provided herein.  The use of the license granted pursuant to clause
(a) of the preceding sentence by the Agent may be exercised, at the option
of the Agent, only upon the occurrence and during the continuance of an Event
of Default; provided, however, that any license, sublicense or
other transaction entered into by the Agent in accordance herewith shall be
binding upon each Grantor notwithstanding any subsequent cure of an Event of
Default.


 


Section 5.4.                                   Application of Proceeds.  Subject
to the Intercreditor Agreement, the Agent shall apply the proceeds of any
collection, sale, foreclosure or other realization upon any Collateral, as well
as any Collateral consisting of cash, as follows:


 


FIRST, to the payment of all
reasonable costs and expenses incurred by the Agent (in its capacity as such
hereunder or under any other Term Loan Security Document) in connection with
such collection, sale, foreclosure or realization or otherwise in connection
with this Agreement, any other Term Loan Security Document or any of the
Obligations, including all court costs and the reasonable fees and expenses of
its agents and legal counsel, the repayment of all advances made by the Agent
hereunder or under any other Term Loan Security Document on behalf of any
Grantor and any other reasonable costs or expenses incurred by the Agent in
connection with the exercise of any remedy hereunder or under any other Term
Loan Security Document, if reimbursable pursuant to a Term Loan Security
Document;


 


SECOND, to the payment in
full of the Term Loan Obligations and the Existing Notes Obligations, ratably
in accordance with the respective amounts thereof on the date of any such
distribution; and


 


21

















 


THIRD, to the Grantors,
their successors or assigns, or as a court of competent jurisdiction may
otherwise direct.


 


Except
as otherwise provided herein, the Agent shall have absolute discretion as to
the time of application of any such proceeds, moneys or balances in accordance
with this Agreement.  Upon any sale of
Collateral by the Agent (including pursuant to a power of sale granted by
statute or under a judicial proceeding), the receipt of the Agent or of the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Agent or such officer or be answerable in any way for the
misapplication thereof.


 


ARTICLE VI

CONCERNING THE EXISTING NOTES TRUSTEE AND HOLDERS OF 2028 DEBENTURES AND 2008 NOTES


 


Section 6.1.                                   Agent’s Consent to Serve.  The Agent
has consented to serve as Agent hereunder on the express understanding, and the
Existing Notes Trustee and each holder of 2028 Debentures and 2008 Notes, by
accepting the benefits of this Agreement, shall be deemed to have agreed, that
the Agent shall have no duty and shall owe no obligation or responsibility
(fiduciary or otherwise) to the Existing Notes Trustee or such holders, other
than the duty to perform its express obligations under this Agreement in
accordance with its terms.  Without
limiting the foregoing, each of the Existing Notes Trustee and each holder of
2028 Debentures and 2008 Notes, by accepting the benefits of this Agreement,
shall be deemed to have waived any right it might have, under applicable law or
otherwise, to compel the sale or other disposition of any Collateral, and any
obligation the Agent might have, under applicable law or otherwise, to obtain
any minimum price for any Collateral upon the sale thereof, it being expressly
understood, and the availability of the benefits of this Agreement to the
Existing Notes Trustee and each holder of 2028 Debentures and 2008 Notes being
conditioned upon the understanding, that the sole right of the holders of the
2028 Debentures and the 2008 Notes shall be to receive their ratable share of
any proceeds of Collateral in accordance with and subject to the provisions of
this Agreement, the Intercreditor Agreement and the other Term Loan Security
Documents.


 


Section 6.2.                                   Determination of Amounts of Obligations and
Existence of Existing Notes Events of Default; Acceleration. 
Whenever the Agent is required to determine the existence or amount of
any of the Existing Notes Obligations or the existence of any Existing Notes
Event of Default for any purposes of this Agreement, it shall request written
certification of such existence or amount from the Existing Notes Trustee and
shall be entitled to make such determination on the basis of such
certification; provided, however, that if, notwithstanding the
request of the Agent, the Existing Notes Trustee shall fail or refuse
reasonably promptly to certify as to the existence or amount of any Existing
Notes Obligation or the existence of any Existing Notes Event of Default, the Agent
shall be entitled to determine such existence or amount by such commercially
reasonable method as the Agent may, in the exercise of its good faith judgment,
determine, including by reliance upon a certificate of the Borrower.  The Agent may rely conclusively, and shall be
fully protected in so relying, on any determination made by it in accordance
with the provisions of the preceding sentence (or as otherwise directed by a
court of competent jurisdiction) and shall have no liability to the Borrower,
any other Grantor, any Secured Party or any other Person as a result of such
determination or any action taken pursuant thereto except to the extent such
liability is determined by a court of competent jurisdiction


 


22

















 


by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of the Agent.  The Existing Notes Trustee shall promptly
notify the Agent of any Existing Notes Event of Default of which it shall have
been notified by any Existing Notes Secured Party or of which it shall have
otherwise become aware or any acceleration of any of the Existing Notes
Obligations; provided that failure to give any such notice shall not
affect any rights or remedies of the Agent or any Secured Party arising in
connection with any such acceleration.


 


ARTICLE VII


CERTAIN INTERCREDITOR AGREEMENTS


 


Section 7.1.                                   Priority
of Security Interests.  The Agent
and each of the Secured Parties hereby agrees that the Liens and security
interests granted to the Agent hereunder shall be treated, as among the Secured
Parties, as being for the equal and proportionate benefit of all the Secured
Parties, without preference, priority, prejudice or distinction as to Lien or
security interest of any Secured Party over any other Secured Party (except as
expressly provided in Section 5.4), and shall at all times be shared by
the Secured Parties as provided herein.


 


Section 7.2.                                   Notices to Existing Notes Trustee.  The Agent
shall promptly notify the Existing Notes Trustee in the event of a Credit
Agreement Event of Default or the acceleration of any Term Loan Obligations.


 


Section 7.3.                                   Actions Under This Agreement.  By
acceptance of the benefits of this Agreement, each of the Secured Parties shall
be deemed irrevocably to confirm that the Agent shall have the authority
to act as the exclusive agent of such Secured Party for enforcement of any
provisions of this Agreement against any Grantor and of any other Term Loan Security
Document against any “grantor” or “pledgor” thereunder or the exercise of
remedies hereunder or under any other Term Loan Security Document and to
agree that such Secured Party shall not take any action to enforce any
provisions of this Agreement against any Grantor or of any of the other Term
Loan Security Documents against any “grantor” or “pledgor” thereunder or to
exercise any remedy hereunder or under any other Term Loan Security
Document.  The Agent shall not be
obligated to take any action under this Agreement except for the performance of
such duties as are specifically set forth herein.


 


Section 7.4.                                   Turnover of Collateral; Sharing of Setoffs.  (a) If
any Secured Party acquires custody, control or possession of any Collateral or
proceeds therefrom, other than pursuant to the terms of this Agreement, such
Secured Party shall promptly cause such Collateral or proceeds to be delivered
to or put in the custody, possession or control of the Agent for disposition or
distribution in accordance with the provisions hereof.  Until such time as the provisions of the
immediately preceding sentence have been complied with, such Secured Party
shall be deemed to hold such Collateral and proceeds in trust for the parties
entitled thereto hereunder. 
Notwithstanding the foregoing, no Secured Party shall be required to
deliver to or put in the custody, possession or control of the Agent or to hold
in trust as specified in the preceding sentence any amount of any Obligation
paid or prepaid by the Borrower to it (and not obtained by it through any sale
of or other realization upon Collateral) in accordance with the terms of the
Term Loan Credit Agreement or the Existing Notes Indenture, as applicable.


 


(b) Each
Secured Party agrees that if it shall through the exercise of a right of banker’s
lien, setoff or counterclaim against the Borrower or any other Grantor,
including, without limitation,


 


23

















 


any right of the Term Loan
Lenders pursuant to Section 9.08 of the Term Loan Credit Agreement, or
pursuant to a secured claim under Section 506 of Title 11 of the
United States Code or other security or interest arising from, or in lieu of,
such secured claim, received by such Secured Party under any applicable
bankruptcy, insolvency or other similar law, obtain payment (voluntary or
involuntary) in respect of any Obligations owing to it, it shall promptly
purchase from each other Secured Party participations in (or, if and to the
extent specified by such Secured Party, direct interests in) the Obligations
held by such other Secured Party in such amounts, and make such other
adjustments from time to time as shall be equitable, to the end that all the
Secured Parties shall share the benefit of such payment (net of any expenses
which may be incurred by such benefitted Secured Party in obtaining or preserving
such excess payment) pro rata in accordance with the respective principal
amounts of the Obligations owing to such Secured Parties.  To such end, all the Secured Parties shall
make appropriate adjustments among themselves (by the release of participations
sold or otherwise) if such payment is rescinded or must otherwise be
restored.  The Borrower and each other
Grantor agrees that any Secured Party so purchasing a participation (or direct
interest) in the Obligations owing to other Secured Parties may exercise all
rights of setoff and similar rights with respect to such participation as fully
as if such Secured Party were a direct holder of Obligations in the amount of
such participation.


 


ARTICLE VIII

RELATIONSHIP AMONG SECURED PARTIES


 


Section 8.1.                                   Restrictions on Actions.  Each
Secured Party agrees that, so long as any Term Loan Obligations are
outstanding, the provisions of this Agreement shall provide the exclusive
method by which any Secured Party may exercise rights and remedies hereunder
and under the other Term Loan Security Documents in respect of the
Collateral.  Therefore, each Secured
Party shall, for the mutual benefit of all Secured Parties, except as otherwise
permitted under this Agreement:


 


(a)                                  refrain from taking or filing any action,
judicial or otherwise, to enforce any rights or pursue any remedy hereunder and
under any other Term Loan Security Document, except for delivering notices
hereunder;


 


(b)                                 refrain from (i) selling any Obligations
to any Grantor or any Affiliate of any Grantor and (ii) accepting any other
security for the Obligations from any Grantor or its Affiliates, except for any
security granted to the Agent for the benefit of all Secured Parties; and


 


(c)                                  refrain from exercising any rights or
remedies hereunder or under any other Term Loan Security Document that have or
may have arisen or which may arise as a result of an Event of Default;


 


provided, however,  that nothing contained in this Section shall
prevent any Secured Party from (i) imposing a default rate of interest in
accordance with the Term Loan Credit Agreement or the Existing Notes Indenture,
as applicable, (ii) accelerating the maturity of any Obligations, (iii) raising
any defenses in any action in which it has been made a party defendant or has
been joined as a third party, except that the Agent may direct and control any
defense directly relating to the Collateral or any one or more of the Term Loan
Security Documents, which shall be governed by the provisions of this Agreement
or (iv) subject to Section 7.4(b), exercising any right of setoff,
recoupment or similar right.


 


24

















 


Section 8.2.                                   Cooperation; Accountings.  Each
of the Secured Parties will, upon the reasonable request of the Agent or
Existing Notes Trustee, from time to time execute and deliver or cause to be
executed and delivered such further instruments, and do and cause to be done
such further acts, as may be necessary or proper to carry out more effectively
the provisions of this Agreement.  The Secured
Parties agree to provide to each other upon reasonable request a statement of
all payments received in respect of Obligations.


 


Section 8.3.                                   Secured Parties; Other Collateral.  The
Secured Parties agree that all of the provisions of this Agreement shall apply
to any and all properties, assets and rights of the Grantors and their
Affiliates in which the Agent at any time acquires a security interest or Lien
pursuant hereto or to any other Term Loan Security Document, including, without
limitation, real property or rights in, on or over real property,
notwithstanding any provision to the contrary in any mortgage, leasehold
mortgage or other document purporting to grant or perfect any Lien in favor of
the Secured Parties or any of them or the Agent for the benefit of the Secured
Parties or any of them.


 


ARTICLE IX


CONCERNING THE AGENT


 


Section 9.1.                                   Appointment of Agent.  Each
of the Secured Parties appoints Credit Suisse to act, and Credit Suisse agrees
to act, as Agent for the Secured Parties pursuant to the terms of this
Agreement and the other Term Loan Security Documents and to execute and enter
into this Agreement, the Intercreditor Agreement and the other Term Loan
Security Documents and all other instruments relating to this Agreement and the
other Term Loan Security Documents and (a) to take actions on its behalf
that are expressly permitted under the provisions of this Agreement and the
other Term Loan Security Documents and all other instruments or agreements
relating hereto or thereto and (b) to exercise such powers and perform
such duties as are, in each case, expressly delegated to the Agent by the terms
hereof and thereof.  By acceptance of the
benefits of this Agreement, each Secured Party that is not a party to this
Agreement shall be deemed to have consented to the appointment and
authorization set forth in the immediately preceding sentence. THE AGENT HAS CONSENTED TO SERVE AS AGENT HEREUNDER ON THE EXPRESS
UNDERSTANDING, AND THE  SECURED PARTIES, BY
ACCEPTING THE BENEFITS OF THIS AGREEMENT, SHALL BE DEEMED TO HAVE AGREED, THAT
THE AGENT SHALL HAVE NO DUTY AND SHALL OWE NO OBLIGATION OR RESPONSIBILITY
(FIDUCIARY OR OTHERWISE), REGARDLESS OF WHETHER AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, TO THE SECURED PARTIES, OTHER THAN THE DUTY TO PERFORM ITS
EXPRESS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER TERM LOAN SECURITY
DOCUMENTS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, SUBJECT IN ALL EVENTS TO
THE PROVISIONS OF THIS AGREEMENT LIMITING THE RESPONSIBILITY OR LIABILITY OF
THE AGENT HEREUNDER.


 


Section 9.2.                                   Limitations on Responsibility of Agent.  The Agent
shall not be required to ascertain or inquire as to (i) any statement,
warranty or representation made herein or in connection herewith or in or in
connection with any other Term Loan/Note Document, (ii) the contents of
any certificate, report or other document delivered hereunder or in connection
herewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or in any other Term
Loan/Note Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Term Loan/Note Document or any other agreement, instrument
or document, or


 


25

















 


(v) the satisfaction of any condition
set forth in any Term Loan/Note Document, other than to confirm receipt of
items expressly required to be delivered to the Agent.  Neither the Agent nor any officer, agent or
representative thereof shall be personally liable for any action taken or
omitted to be taken by any such Person in connection with this Agreement except
for its own gross negligence or wilful misconduct or, in the case of the Agent,
in the case of the loss of any moneys in the possession of the Agent, for the
failure of the Agent to accord such moneys the same care as a prudent person in
the same or similar circumstances would accord its own assets.  The Agent may execute any of the powers
granted to it under this Agreement and perform any duty hereunder either
directly or by or through sub-agents or attorneys-in-fact, and shall not be
responsible for the negligence (including gross negligence) or misconduct
(including wilful misconduct) of any sub-agents or attorneys-in-fact selected
by it with the care that a prudent person in similar circumstances would have
employed in such selection.  The Agent
and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Affiliates.  The exculpatory provisions set forth in this Article IX
and in the other Term Loan/Note Documents shall apply to any such sub-agent and
to the Affiliates of the Agent and any such sub-agent.


 


Section 9.3.                                   Reliance by Agent; Indemnity Against
Liabilities, etc.


 


(a)                                  Whenever in the performance of its duties
under this Agreement the Agent shall deem it necessary or desirable that a
matter be proved or established with respect to the Grantors or any other
Person in connection with the taking, suffering or omitting of any action
hereunder by the Agent, such matter may be conclusively deemed to be proved or
established by a certificate executed by an officer of such Person, and the Agent
shall have no liability with respect to any action taken, suffered or omitted
in reliance thereon.


 


(b)                                 The Agent shall be fully protected in relying
upon any resolution, statement, certificate, instrument, opinion, report, notice
(including any notice of an Event of Default or of the cure or waiver thereof),
request, consent, order or other paper or document or oral conversation
(including, telephone conversations) which it in good faith believes to be
genuine and correct and to have been signed, presented or made by the proper
party.  The Agent may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon any notice, certificate or opinion furnished to the Agent in
connection with this Agreement.


 


(c)                                  The Agent shall not be deemed to have actual,
constructive, direct or indirect notice or knowledge of the occurrence of any Event
of Default unless and until the Agent shall have received written notice
thereof from any Secured Party or the Borrower or any other Grantor.  The Agent shall have no obligation whatsoever
either prior to or after receiving such a notice to inquire whether an Event of
Default has, in fact, occurred and shall be entitled to rely conclusively, and
shall be fully protected in so relying, on any notice so furnished to it.


 


Section 9.4.                                   Exercise of Remedies.  The
remedies of the Agent hereunder and under the other Term Loan Security Documents
shall include, but not be limited to, the disposition of the Collateral by
foreclosure or other sale and the exercising of all remedies of a secured
lender under the UCC, bankruptcy laws or similar laws of any applicable
jurisdiction.


 


Section 9.5.                                   Cooperation.  To
the extent the exercise of the rights, powers and remedies of the Agent in
accordance with this Agreement requires that any action be taken by any Secured
Party,


 


26

















 


such Secured Party shall take such action and
cooperate with the Agent to ensure that the rights, powers and remedies of all
Secured Parties are exercised in full.


 


Section 9.6.                                   Authorized Investments.  Any
and all funds held by the Agent in its capacity as Agent, whether pursuant to
any provision hereof or of any other Term Loan Security Document or otherwise,
shall to the extent reasonably practicable be invested by the Agent within a
reasonable time in Cash Equivalents.  Any
interest earned on such funds shall be disbursed in accordance with Section 5.4.  The Agent may hold any such funds in a common
interest bearing account.  To the extent
that the interest rate payable with respect to any such account varies over
time, the Agent may use an average interest rate in making the interest
allocations among the respective Secured Parties.  The Agent shall have no duty to select
investments which provide a maximum return. 
In the absence of gross negligence or wilful misconduct, the Agent shall
not be responsible for any investment losses in respect of any funds invested
in accordance with this Section.


 


Section 9.7.                                   Bankruptcy Proceedings.  The
following provisions shall apply during any Bankruptcy Proceeding of any Grantor:


 


(a)                                  The Agent shall represent all Secured Parties
in connection with all matters directly relating to the Collateral, including,
without limitation, any use, sale or lease of Collateral, use of cash
collateral, request for relief from the automatic stay and request for adequate
protection; provided that the Agent shall not treat the Term Loan
Lenders or the Existing Noteholders differently form each other with respect to
rights in the Collateral (except differences in respect of rights to receive
the proceeds thereof arising from differences in their interests as they may
appear based on the relative amount of Obligations of each such class of
Secured Parties).


 


(b)                                 Each Secured Party shall be free to act
independently on any issue not affecting the Collateral.  Each Secured Party shall give prior notice to
the Agent of any such action that could materially affect the rights or
interests of the Agent or the other Secured Parties to the extent that such
notice is reasonably practicable.  If
such prior notice is not given, such Secured Party shall give prompt notice
following any action taken hereunder.


 


(c)                                  Any proceeds of the Collateral received by
any Secured Party as a result of, or during, any Bankruptcy Proceeding will be
delivered promptly to the Agent for distribution in accordance with Section 5.4.


 


ARTICLE X

ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY


 


Section 10.1.                             Account Verification.  The Agent
may at any time and from time to time following the occurrence and during the
continuance of an Event of Default, in the Agent’s own name, in the name of a
nominee of the Agent, or in the name of any Grantor communicate (by mail,
telephone, facsimile or otherwise) with the Account Debtors of such Grantor,
parties to contracts with such Grantor and obligors in respect of Instruments
of such Grantor to verify with such Persons, to the Agent’s satisfaction, the existence,
amount, terms of, and any other matter relating to, Accounts, Instruments,
Chattel Paper, payment intangibles and/or other Receivables that are
Collateral.


 


27

















 


Section 10.2.                             Authorization for Secured Party to Take
Certain Action.


 


(a)                                  Each Grantor irrevocably authorizes the Agent
and appoints the Agent as its attorney in fact (i) at any time and from
time to time in the sole discretion of the Agent (1) to execute on behalf
of such Grantor as debtor and to file financing statements necessary or
desirable in the Agent’s reasonable discretion to perfect and to maintain the
perfection and priority of the Agent’s security interest in the Collateral, (2) to
file a carbon, photographic or other reproduction of this Agreement or any
financing statement with respect to the Collateral as a financing statement and
to file any other financing statement or amendment of a financing statement
(which would not add new collateral or add a debtor) in such offices as the Agent
in its reasonable discretion deems necessary or desirable to perfect and to
maintain the perfection and priority of the Agent’s security interest in the
Collateral, (3) to contact and enter into one or more agreements with the
issuers of uncertificated securities which are Pledged Collateral or with
securities intermediaries holding Pledged Collateral as may be necessary or
advisable to give the Agent Control over such Pledged Collateral, and (4) to
discharge past due taxes, assessments, charges, fees or Liens on the Collateral
(except for Permitted Liens); (ii) at any time following the occurrence
and during the continuance of an Event of Default, (1) to endorse and
collect any cash proceeds of the Collateral and to apply the proceeds of
any Collateral received by the Agent to the Obligations as provided herein or
in any other Term Loan/Note Document, subject to the terms of the Intercreditor
Agreement, (2) to demand payment or enforce payment of the Receivables in
the name of the Agent or any Grantor and to endorse any and all checks, drafts,
and other instruments for the payment of money relating to the Receivables, (3) to
sign any Grantor’s name on any invoice or bill of lading relating to the
Receivables, drafts against any Account Debtor of such Grantor, assignments and
verifications of Receivables, (4) to exercise all of any Grantor’s rights
and remedies with respect to the collection of the Receivables and any other
Collateral, (5) to settle, adjust, compromise, extend or renew the
Receivables (including, without limitation, making, settling and adjusting
claims in respect of Collateral under policies of insurance and making all
determinations and decisions with respect thereto, subject to the terms of the
Intercreditor Agreement), (6) to settle, adjust or compromise any legal
proceedings brought to collect Receivables, (7) to prepare, file and sign
any Grantor’s name on a proof of claim in bankruptcy or similar document against
any Account Debtor of such Grantor, (8) to prepare, file and sign any
Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or
similar document in connection with the Receivables, (9) to change the
address for delivery of mail addressed to any Grantor to such address as the Agent
may designate and to receive, open and dispose of all mail addressed to such
Grantor; and (iii) to do all other acts and things necessary to carry out
the terms of this Agreement; and each Grantor agrees to reimburse the Agent on
demand for any reasonable payment made or any reasonable documented expense
incurred by the Agent in connection with any of the foregoing; provided  that this authorization shall not relieve any Grantor of
any of its obligations under this Agreement, the Term Loan Credit Agreement or
the Existing Notes Indenture.


 


(b)                                 All acts of said attorney or designee are
hereby ratified and approved by the Grantors. The powers conferred on the Agent,
for the benefit of the Agent and Secured Parties, under this Section 10.2
are solely to protect the Agent’s interests in the Collateral and shall not
impose any duty upon the Agent or any Secured Party to exercise any such
powers.


 


Section 10.3.                             PROXY. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE AGENT AS
ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 10.2 ABOVE) WITH
RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED
COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT
TO VOTE ANY SUCH PLEDGED COLLATERAL,


 


28

















 


THE APPOINTMENT OF THE AGENT AS PROXY AND
ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS,
PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE
ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS,
CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH
PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION
(INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF
THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED
COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT.


 


Section 10.4.                             NATURE OF APPOINTMENT; LIMITATION OF DUTY.  THE
APPOINTMENT OF THE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE X
IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH
THIS AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 11.16.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE AGENT, NOR ANY SECURED
PARTY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER
GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE
FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT TO THE EXTENT
SUCH DAMAGES ARE ATTRIBUTABLE TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED
THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR
CONSEQUENTIAL DAMAGES.


 


ARTICLE XI

GENERAL PROVISIONS


 


Section 11.1.                             Notice.  All notices and other
communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:


 


(a)                                  if to the Agent, to it at Credit Suisse,
Eleven Madison Avenue, New York, New York 10010, Attention of Agency Group
(Telecopy No. (212) 325-8304);


 


(b)                                 if to the Existing Notes Trustee, to it at
The Bank of New York, Plaza of the Americas, Corporate Trust Division, 600
North Pearl Street, Suite 420, Dallas, Texas 75201, Attention of Patrick
Giordano (Telecopy No. (214) 880-8234); and


 


(c)                                  if to Grantors, at The Neiman Marcus Group, Inc.,
One Marcus Square, 1618 Main Street, Dallas, Texas 75201, Attention of General
Counsel (Telecopy No. (214) 743-7611).


 


Any
party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto (and for this
purpose a notice to the Borrower shall be deemed to be a notice to each
Grantor).  All notices and other
communications given to any party hereto in accordance with the provisions of
this Agreement shall be deemed to have been


 


29

















 


given on the date of receipt
if delivered by hand or overnight courier service or sent by telecopy or on the
date five (5) Business Days after dispatch by certified or registered mail
if mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 11.1 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 11.1.  As agreed to among the parties from time to
time, notices and other communications may also be delivered by e-mail to the
e-mail address of a representative of the applicable person provided from time
to time by such Person.


 


Section 11.2.                             Waivers.  Each Grantor hereby waives
notice of the time and place of any public sale or the time after which any
private sale or other disposition of all or any part of the Collateral may be
made.  To the extent such notice may not
be waived under applicable law, any notice made shall be deemed reasonable if
sent to the Grantors, addressed as set forth in Section 11.1, at least ten
(10) days prior to (i) the date of any such public sale or (ii) the
time after which any such private sale or other disposition may be made.  To the maximum extent permitted by applicable
law, each Grantor waives all claims, damages, and demands against the Agent or
any Secured Party arising out of the repossession, retention or sale of the Collateral,
except such as arise solely out of the gross negligence or willful misconduct
of the Agent or such Secured Party as finally determined by a court of
competent jurisdiction. To the extent it may lawfully do so, each Grantor
absolutely and irrevocably waives and relinquishes the benefit and advantage
of, and covenants not to assert against the Agent or any Secured Party, any
valuation, stay, appraisal, extension, moratorium, redemption or similar laws
and any and all rights or defenses it may have as a surety now or hereafter
existing which, but for this provision, might be applicable to the sale of any
Collateral made under the judgment, order or decree of any court, or privately
under the power of sale conferred by this Agreement, or otherwise.  Except as otherwise specifically provided
herein, each Grantor hereby waives presentment, demand, protest or any notice
(to the maximum extent permitted by applicable law) of any kind in connection
with this Agreement or any Collateral.


 


Section 11.3.                             Limitation on Agent’s and Secured Party’s
Duty with Respect to the Collateral. The Agent shall have no obligation to clean-up or otherwise prepare
the Collateral for sale. The Agent and each Secured Party shall use reasonable
care with respect to the Collateral in its possession or under its
control.  Neither the Agent nor any
Secured Party shall have any other duty as to any Collateral in its possession
or control or in the possession or control of any agent or nominee of the Agent
or such Secured Party, or any income thereon or as to the preservation of
rights against prior parties or any other rights pertaining thereto. To the
extent that applicable law imposes duties on the Agent to exercise remedies in
a commercially reasonable manner, each Grantor acknowledges and agrees that it
would be commercially reasonable for the Agent (i) to fail to incur
expenses deemed significant by the Agent to prepare Collateral for disposition
or otherwise to transform raw material or work in process into finished goods
or other finished products for disposition, (ii) to fail to obtain third
party consents for access to Collateral to be disposed of, or to obtain or, if
not required by other law, to fail to obtain governmental or third party
consents for the collection or disposition of Collateral to be collected or
disposed of, (iii) to fail to exercise collection remedies against Account
Debtors or other Persons obligated on Collateral or to remove Liens on or any
adverse claims against Collateral, (iv) to exercise collection remedies
against Account Debtors and other Persons obligated on Collateral directly or
through the use of collection agencies and other collection specialists, (v) to
advertise dispositions of Collateral through publications or media of general
circulation, whether or not the Collateral is of a specialized nature, (vi) to
contact other Persons, whether or not in the same business as the Grantor, for
expressions of interest in acquiring all or any portion of such Collateral, (vii) to
hire


 


30
















 


one or more professional auctioneers to assist in the disposition of
Collateral, whether or not the Collateral is of a specialized nature,
(viii) to dispose of Collateral by utilizing internet sites that provide
for the auction of assets of the types included in the Collateral or that have
the reasonable capacity of doing so, or that match buyers and sellers of
assets, (ix) to dispose of assets in wholesale rather than retail markets,
(x) to disclaim disposition warranties, such as title, possession or quiet
enjoyment, (xi) to purchase insurance or credit enhancements to insure the
Agent against risks of loss, collection or disposition of Collateral or to
provide to the Agent a guaranteed return from the collection or disposition of
Collateral, or (xii) to the extent deemed appropriate by the Agent, to
obtain the services of other brokers, investment bankers, consultants and other
professionals to assist the Agent in the collection or disposition of any of
the Collateral.  Each Grantor
acknowledges that the purpose of this Section 11.3 is to provide
non-exhaustive indications of what actions or omissions by the Agent would be
commercially reasonable in the Agent’s exercise of remedies against the
Collateral and that other actions or omissions by the Agent shall not be deemed
commercially unreasonable solely on account of not being indicated in this
Section 11.3.  Without limitation
upon the foregoing, nothing contained in this Section 11.3 shall be
construed to grant any rights to any Grantor or to impose any duties on the
Agent that would not have been granted or imposed by this Agreement or by
applicable law in the absence of this Section 11.3.


 


Section 11.4.                             Compromises and Collection of Collateral. 
Each Grantor and the Agent recognize that setoffs, counterclaims,
defenses and other claims may be asserted by obligors with respect to certain
of the Receivables, that certain of the Receivables may be or become
uncollectible in whole or in part and that the expense and probability of
success in litigating a disputed Receivable may exceed the amount that
reasonably may be expected to be recovered with respect to a Receivable.  In view of the foregoing, each Grantor agrees
that the Agent may at any time and from time to time, if an Event of Default
has occurred and is continuing, compromise with the obligor on any Receivable,
accept in full payment of any Receivable such amount as the Agent in its sole
discretion shall determine or abandon any Receivable, and any such action by
the Agent shall be commercially reasonable so long as the Agent acts in good
faith based on information known to it at the time it takes any such action.


 


Section 11.5.                             Secured Party Performance of Debtor
Obligations.  Without having any obligation to do so, the
Agent may perform or pay any obligation which any Grantor has agreed to perform
or pay under this Agreement and the Grantor shall reimburse the Agent for any
amounts paid by the Agent pursuant to this Section 11.5.  Each Grantor’s obligation to reimburse the
Agent pursuant to the preceding sentence shall be an Obligation payable on
demand.


 


Section 11.6.                             Specific Performance of Certain
Covenants.  The Grantor acknowledges and agrees that a
breach of any of the covenants contained in Sections 4.1(d), 4.1(e), 4.3, 4.4,
4.5, 4.6, 4.7, 4.8, 4.10, or 5.2, will cause irreparable injury to the Agent
and the Secured Parties, that the Agent and the Secured Parties have no
adequate remedy at law in respect of such breaches and therefore agrees,
without limiting the right of the Agent or the Secured Parties to seek and
obtain specific performance of other obligations of any Grantor contained in
this Agreement, that the covenants of such Grantor contained in the Sections
referred to in this Section 11.6 shall be specifically enforceable against
such Grantor.


 


Section 11.7.                             Dispositions Not Authorized. 
No Grantor is authorized to sell or otherwise dispose of the Collateral
except as set forth in Section 4.1(d) and notwithstanding any course
of


 


31

















 


dealing between any Grantor and the Agent or other conduct of the
Agent, no authorization to sell, lease or transfer or otherwise dispose of the
Collateral (except as set forth in Section 4.1(d)) shall be binding upon
the Agent or the Secured Parties unless such authorization is in writing signed
by the Agent with the consent or at the direction of the Required Secured
Parties.


 


Section 11.8.                             No Waiver; Amendments; Cumulative
Remedies.  No delay or omission of the Agent to exercise
any right or remedy granted under this Agreement shall impair such right or
remedy or be construed to be a waiver of any default or an acquiescence
therein, and any single or partial exercise of any such right or remedy shall
not preclude any other or further exercise thereof or the exercise of any other
right or remedy. No waiver, amendment or other variation of the terms,
conditions or provisions of this Agreement whatsoever shall be valid unless in
writing signed by the Agent with the concurrence or at the direction of the
Lenders required under Section 10.02 of the Credit Agreement and
then only to the extent in such writing specifically set forth.  All rights and remedies contained in this
Agreement or by law afforded shall be cumulative and all shall be available to
the Agent and the Secured Parties until the Term Loan Obligations have been
paid in full.


 


Section 11.9.                             Limitation by Law; Severability of
Provisions.  All rights, remedies and powers provided in
this Agreement may be exercised only to the extent that the exercise thereof
does not violate any applicable provision of law, and all the provisions of
this Agreement are intended to be subject to all applicable mandatory
provisions of law that may be controlling and to be limited to the extent
necessary so that they shall not render this Agreement invalid, unenforceable
or not entitled to be recorded or registered, in whole or in part.  Any provision in any this Agreement that is
held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as
to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of this Agreement are declared to be severable.


 


Section 11.10.                       Reinstatement. 
This Agreement shall remain in full force and effect and continue to be
effective should any petition be filed by or against any Grantor for
liquidation or reorganization, should any Grantor become insolvent or make an
assignment for the benefit of any creditor or creditors or should a receiver or
trustee be appointed for all or any significant part of its Grantor’s assets,
and shall continue to be effective or be reinstated, as the case may be, if at
any time payment and performance of the Obligations, or any part thereof, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise
be restored or returned by any obligee of the Obligations, whether as a
“voidable preference,” “fraudulent conveyance,” or otherwise, all as though
such payment or performance had not been made. 
In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Obligations shall be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or
returned.


 


Section 11.11.                       Benefit of Agreement. 
The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of each Grantor, the Agent and the Parties and their respective
successors and permitted assigns (including all Persons who become bound as a
debtor to this Agreement), except that no Grantor shall have the right to
assign its rights or delegate its obligations under this Agreement or any
interest herein, without the prior written consent of the Agent.  No sales of participations, assignments,
transfers, or other dispositions of any agreement governing the Obligations or
any portion thereof or interest therein shall in any manner impair the Lien
granted to the Agent, for the benefit of the Agent and the Secured Parties,
hereunder.


 


32

















 


Section 11.12.  Survival
of Representations.  All
representations and warranties of each Grantor contained in this Agreement
shall survive the execution and delivery of this Agreement.


 


Section 11.13.  Taxes and
Expenses.  Each Grantor jointly and
severally agrees to pay any taxes payable or ruled payable by Federal or State
authority in respect of this Agreement, together with interest and penalties,
if any.  Each Grantor jointly and
severally agrees to reimburse the Agent for any and reasonable documented all
out-of-pocket expenses paid or incurred by the Agent in connection with the
preparation, execution, delivery, administration, collection and enforcement of
this Agreement and in the audit, analysis, administration, collection,
preservation or sale of the Collateral (including the expenses and charges
associated with any periodic or special audit of the Collateral).  Any and all costs and expenses incurred by
any Grantor in the performance of actions required pursuant to the terms hereof
shall be borne solely by such Grantor.


 


Section 11.14.  Additional
Subsidiaries.  Pursuant to and in
accordance with Section 5.11 of the Term Loan Credit Agreement, each
Domestic Subsidiary (other than any Unrestricted Subsidiary) of the Borrower
that was not in existence or not a Subsidiary on the date hereof is required to
enter in this Agreement as a Subsidiary Party promptly upon becoming a Subsidiary.  Upon execution and delivery by the Agent and
a Subsidiary of an instrument in the form of Exhibit K hereto, such
Subsidiary shall become a Subsidiary Party hereunder with the same force and
effect as if originally named as a Subsidiary Party herein.  The execution and delivery of any such
instrument shall not require the consent of any other Person.  The rights and obligations of each Grantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Person as a party to this Agreement.


 


Section 11.15.  Headings.  The title of and section headings in
this Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the terms and provisions of this Agreement.


 


Section 11.16.  Termination
and Release.  (a)  This Agreement
shall continue in effect until (i) the Term Loan Credit Agreement has been
terminated pursuant to its express terms and (ii) all of the Term Loan
Obligations and have been indefeasibly paid and performed in full; provided,
however, that no such termination shall be effective at any time when
any Existing Notes Obligations remain outstanding unless and until (i) the
Borrower shall have notified the Agent in writing whether at such time there is
outstanding any debt of any Person that is secured by the Existing Notes
Designated Collateral (which notification the Borrower hereby agrees to provide
promptly upon the Agent’s request therefor) and (ii) if any such secured
debt is outstanding at such time, the Agent shall have taken such actions, at
the expense of the Borrower, as the Borrower may reasonably request to transfer
all Collateral consisting of Existing Notes Designated Collateral and all
related Liens thereon and security interests therein (without any representation
or warranties (other than a representation and warranty as to no Liens on the
Existing Notes Designated Collateral created by the Agent in its individual
capacity)) to the Existing Notes Trustee or such other agent or Person as the
Borrower may direct (provided further, however, that if such
other secured debt is under the Revolving Facility Credit Agreement, all such
Collateral in the form of possessory collateral shall be transferred to the
Revolving Facility Agent, notwithstanding anything in the foregoing to the
contrary).


 


(b)                                 A Subsidiary
Party shall automatically be released from its obligations hereunder and the
security interests created hereunder in the Collateral of such Subsidiary Party
shall


 


33

















 


be
automatically released upon the consummation of any transaction permitted
pursuant to the Term Loan Credit Agreement as a result of which such Subsidiary
Party ceases to be a Subsidiary.


 


(c)                                  Upon any sale,
lease, transfer or other disposition by any Grantor of any Collateral that is
permitted under Section 4.1(d) to any Person that is not another
Grantor or, upon the effectiveness of any written consent to the release of the
security interest granted hereby in any Collateral pursuant to Section 10.02
of the Term Loan Credit Agreement, the security interest in such Collateral
shall be automatically released.


 


(d)                                 In the event
that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is
amended, modified or interpreted by the SEC or any other relevant Governmental
Authority to require (or is replaced with another rule or regulation, or
any other law, rule or regulation is adopted, which would require) the
filing with the SEC (or any other Governmental Authority) of separate financial
statements of any Subsidiary of the Borrower due to the fact that the Equity
Interests of such Subsidiary are pledged under this Agreement, then the Equity
Interests of such Subsidiary shall automatically be deemed not to be part of
the Collateral to the extent necessary not to be subject to such
requirement.  Notwithstanding anything to
the contrary in this Agreement, if Equity Interests of any Subsidiary are not
required to be pledged under this Agreement because Rule 3-10 or Rule 3-16
of Regulation S-X of the Exchange Act would require the filing of separate
financial statements of such Subsidiary if its Equity Interests were so
pledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X
of the Exchange Act is amended, modified or interpreted by the SEC or any other
relevant Governmental Authority to no longer require (or is replaced with
another rule or regulation that would not require) the filing of separate
financial statements of such Subsidiary if some or all of its Equity Interests
are pledged under this Agreement, then such Equity Interests of such Subsidiary
shall automatically be deemed part of the Collateral and pledged under this
Agreement.


 


(e)                                  In connection
with any termination or release pursuant to paragraph (a), (b), (c) or (d) above,
the Agent shall promptly execute and deliver to any Grantor, at such Grantor’s
expense, all UCC termination statements and similar documents that such Grantor
shall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant
to this Section 11.16 shall be without recourse to or representation or
warranty by the Agent or any Secured Party. 
Without limiting the provisions of Section 11.13, the Borrower
shall reimburse the Agent upon demand for all reasonable and documented costs
and out of pocket expenses, including the fees, charges and expenses of
counsel, incurred by it in connection with any action contemplated by this Section 11.16.


 


Section 11.17.  Entire
Agreement.  This Agreement, together
with the other Term Loan/Note Documents and the Intercreditor Agreement,  embodies the entire agreement and
understanding between each Grantor and the Agent relating to the Collateral and
supersedes all prior agreements and understandings between any Grantor and the
Agent relating to the Collateral.


 


Section 11.18.  CHOICE OF LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


Section 11.19.  CONSENT TO JURISDICTION.  EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT
SITTING IN NEW YORK, NEW YORK IN THE


 


34

















 


BOROUGH
OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER TERM LOAN/NOTE DOCUMENT AND THE GRANTOR HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW
OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
AGENT OR ANY SECURED PARTY TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE
COURTS OF ANY OTHER JURISDICTION.  ANY
JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE AGENT OR ANY SECURED PARTY OR
ANY AFFILIATE OF THE AGENT OR ANY SECURED PARTY INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS AGREEMENT OR ANY OTHER TERM LOAN/NOTE DOCUMENT SHALL BE BROUGHT ONLY IN A
COURT IN NEW YORK, NEW YORK IN THE BOROUGH OF MANHATTAN.


 


Section 11.20.  WAIVER OF JURY TRIAL. EACH GRANTOR, THE
AGENT AND EACH SECURED PARTY HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER.


 


Section 11.21.  Indemnity.  Each Grantor hereby agrees to indemnify the
Agent and the Secured Parties, and their respective successors, assigns, agents
and employees, from and against any and all losses, claims, damages, penalties,
liabilities, and related expenses (including, without limitation, all expenses
of litigation or preparation therefor whether or not the Agent or any Secured
Party is a party thereto) imposed on, incurred by or asserted against the Agent
or the Secured Parties, or their respective successors, assigns, agents and
employees, in any way relating to or arising out of this Agreement, or the
ownership, delivery, lease, possession, use, operation, condition, sale, return
or other disposition of any Collateral (including any claim for Patent,
Trademark or Copyright infringement).


 


Section 11.22.  Counterparts.  This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one agreement,
and any of the parties hereto may execute this Agreement by signing any such
counterpart.


 


Section 11.23.  INTERCREDITOR
AGREEMENT GOVERNS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS
AGREEMENT, THE LIENS AND SECURITY INTERESTS CREATED HEREBY AND THE RIGHTS,
REMEDIES, DUTIES AND OBLIGATIONS PROVIDED FOR HEREIN ARE SUBJECT IN ALL
RESPECTS TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND, TO THE EXTENT
PROVIDED THEREIN, THE APPLICABLE SENIOR OBLIGATIONS SECURITY DOCUMENTS (AS
DEFINED IN THE INTERCREDITOR AGREEMENT). IN THE EVENT OF ANY CONFLICT OR
INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT 


 


35

















 


AND
THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.


 


Section 11.24.  Delivery
of Collateral.  Prior to the
Revolving Facility First Lien Collateral Transition Date, to the extent any
Grantor is required hereunder to deliver Collateral to the Agent for purposes
of possession and control and is unable to do so as a result of having
previously delivered such Collateral to the Revolving Facility Agent in
accordance with the terms of the Revolving Facility Security Documents, such
Grantor’s obligations hereunder with respect to such delivery shall be deemed
satisfied by the delivery to the Revolving Facility Agent, acting as a gratuitous
bailee of the Agent.


 


Section 11.25.  Mortgages.  In the case of a conflict between this
Agreement and the Mortgages with respect to Collateral that is real property
(including Fixtures), the Mortgages shall govern.  In all other conflicts between this Agreement
and the Mortgages, this Agreement shall govern.


 


[Signature Page Follows]


 


36

















 


IN
WITNESS WHEREOF, each Grantor and the Agent have executed this Agreement as of
the date first above written.


 


	
   

  	
  NEWTON
  ACQUISITION, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Nelson A. Bangs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nelson A. Bangs

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and
  General Counsel

  	
   

  



 


 


	
   

  	
  NEWTON ACQUISITION MERGER SUB, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  



 


 


	
   

  	
  THE
  NEIMAN MARCUS GROUP, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Nelson A. Bangs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nelson A. Bangs

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and
  General Counsel

  	
   

  



 


	
   

  	
  EACH
  OF THE SUBSIDIARY PARTIES LISTED ON

  EXHIBIT J HERETO,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Nelson A. Bangs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nelson A. Bangs

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


	
   

  	
  NM
  NEVADA TRUST,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Nelson A. Bangs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nelson A. Bangs

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  CREDIT
  SUISSE, CAYMAN ISLANDS BRANCH,

  as Agent

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Hetu

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert Hetu

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  



 


 


	
   

  	
  By:

  	
  /s/ Vanessa Gomez

  	
   

  
	
   

  	
  Name:

  	
  Vanessa Gomez

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 
















EXHIBIT A


 


(See Sections 3.2, 3.3, 3.4 and 3.6 of Agreement)


 


GRANTORS’ INFORMATION AND COLLATERAL LOCATIONS


 


I.              Grantor Information


 


	
   

  	
   

  	
  State
  of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Federal

  	
   

  
	
   

  	
   

  	
  Incorporation
  or

  	
   

  	
   

  	
   

  	
  Organizational

  	
   

  	
  Identification

  	
   

  
	
  Name of Grantor

  	
   

  	
  Organization

  	
   

  	
  Type
  of Entity

  	
   

  	
  Number

  	
   

  	
  Number

  	
   

  
	
  Newton Acquisition, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Corporation

  	
   

  	
  3958704

  	
   

  	
  20-3509435

  	
   

  
	
  Newton Acquisition Merger
  Sub, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Corporation

  	
   

  	
  3958709

  	
   

  	
  20-3507754

  	
   

  
	
  The Neiman Marcus
  Group, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Corporation

  	
   

  	
  2128062

  	
   

  	
  95-4119509

  	
   

  
	
  Bergdorf Goodman, Inc.

  	
   

  	
  New York

  	
   

  	
  Corporation

  	
   

  	
  NONE

  	
   

  	
  13-0485530

  	
   

  
	
  Bergdorf
  Graphics, Inc.

  	
   

  	
  New York

  	
   

  	
  Corporation

  	
   

  	
  NONE

  	
   

  	
  13-2739271

  	
   

  
	
  BergdorfGoodman.com, LLC

  	
   

  	
  Delaware

  	
   

  	
  LLC

  	
   

  	
  3839607

  	
   

  	
  20-1470289

  	
   

  
	
  Neiman Marcus
  Holdings, Inc.

  	
   

  	
  California

  	
   

  	
  Corporation

  	
   

  	
  C0709696

  	
   

  	
  95-2916032

  	
   

  
	
  Neiman Marcus Special
  Events, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Corporation

  	
   

  	
  2553833

  	
   

  	
  04-3290414

  	
   

  
	
  NEMA Beverage Corporation

  	
   

  	
  Texas

  	
   

  	
  Corporation

  	
   

  	
  114018600

  	
   

  	
  75-2323412

  	
   

  
	
  NEMA Beverage Holding
  Corporation

  	
   

  	
  Texas

  	
   

  	
  Corporation

  	
   

  	
  155791300

  	
   

  	
  75-2849264

  	
   

  
	
  NEMA Beverage Parent
  Corporation

  	
   

  	
  Texas

  	
   

  	
  Corporation

  	
   

  	
  155791400

  	
   

  	
  75-2849261

  	
   

  
	
  NM Financial Services,
  Inc.

  	
   

  	
  Delaware

  	
   

  	
  Corporation

  	
   

  	
  2731559

  	
   

  	
  86-0862446

  	
   

  
	
  NMGP, LLC

  	
   

  	
  Virginia

  	
   

  	
  LLC

  	
   

  	
  S096047-8

  	
   

  	
  06-1701558

  	
   

  
	
  NM Kitchens, Inc.

  (f/k/a Chef’s Catalog, Inc.)

  	
   

  	
  Delaware

  	
   

  	
  Corporation

  	
   

  	
  2829251

  	
   

  	
  04-340-1147

  	
   

  
	
  NM Nevada Trust

  	
   

  	
  Massachusetts

  	
   

  	
  Trust

  	
   

  	
  T00560216

  	
   

  	
  04-3343700

  	
   

  
	
  Worth Avenue Leasing
  Company

  	
   

  	
  Florida

  	
   

  	
  Corporation

  	
   

  	
  P98000080098

  	
   

  	
  04-3435996

  	
   

  



 


II.            Place of Business


 


	
   

  	
   

  	
  Place
  of Business (if it has only

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  one)
  or Chief Executive Office (if

  	
   

  	
   

  	
   

  
	
  Name of Grantor

  	
   

  	
  more
  than one place of business)

  	
   

  	
  Mailing
  Address

  	
   

  
	
  Newton
  Acquisition, Inc. 

  	
   

  	
  Fort Worth, Texas 

  	
   

  	
  301 Commerce Street, Suite
  3300

  Fort Worth, TX 76102 

  	
   

  
	
  Newton Acquisition Merger
  Sub, Inc. 

  	
   

  	
  Fort Worth, Texas 

  	
   

  	
  301 Commerce Street, Suite
  3300

  Fort Worth, TX 76102 

  	
   

  



 


A-1

















 


	
  The Neiman Marcus
  Group, Inc. 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  1618 Main Street

  Dallas, TX 75201 

  	
   

  
	
  Bergdorf
  Goodman, Inc. 

  	
   

  	
  New York, New York 

  	
   

  	
  754 Fifth Avenue

  New York, NY 10019 

  	
   

  
	
  Bergdorf
  Graphics, Inc. 

  	
   

  	
  New York, New York 

  	
   

  	
  754 Fifth Avenue

  New York, NY 10019 

  	
   

  
	
  BergdorfGoodman.com, LLC 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  5950 Colwell Blvd.

  Irving, TX 75039 

  	
   

  
	
  Neiman Marcus
  Holdings, Inc. 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  1618 Main Street

  Dallas, TX 75201 

  	
   

  
	
  Neiman Marcus Special
  Events, Inc. 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  1618 Main Street

  Dallas, TX 75201 

  	
   

  
	
  NEMA Beverage Corporation 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  1618 Main Street

  Dallas, TX 75201 

  	
   

  
	
  NEMA Beverage Holding
  Corporation 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  1618 Main Street

  Dallas, TX 75201 

  	
   

  
	
  NEMA Beverage Parent
  Corporation 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  1618 Main Street

  Dallas, TX 75201 

  	
   

  
	
  NM Financial
  Services, Inc. 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  1618 Main Street

  Dallas, TX 75201 

  	
   

  
	
  NMGP, LLC 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  1618 Main Street

  Dallas, TX 75201 

  	
   

  
	
  NM Kitchens, Inc. 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  1618 Main Street

  Dallas, TX 75201 

  	
   

  
	
  NM Nevada Trust 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  1618 Main Street

  Dallas, TX 75201 

  	
   

  
	
  Worth Avenue Leasing
  Company 

  	
   

  	
  Dallas, Texas 

  	
   

  	
  1618 Main Street

  Dallas, TX 75201 

  	
   

  



 


	
  III.

  	
  Locations
  of Collateral (other than Place of Business listed above):

  
	
   

  	
   

  
	
  (a)

  	
  Properties Owned by The
  Neiman Marcus Group, Inc.:

  



 


	
  Type of Property

  	
   

  	
  Address

  	
   

  
	
  Full Line
  Stores

  	
   

  	
   

  	
   

  
	
  Willow Bend

  	
   

  	
  2201 Dallas Parkway

  Plano, Texas 75093

  	
   

  
	
  Orlando

  	
   

  	
  The Mall at Millenia

  4170 Conroy Road

  Orlando, Florida 32839

  	
   

  
	
  Tyson’s

  	
   

  	
  2255 International Dr.

  McLean, Virginia 22102

  	
   

  
	
  San Francisco

  	
   

  	
  150 Stockton St.

  San Francisco, California 94108

  	
   

  
	
  San Antonio

  	
   

  	
  15900 La Cantera Parkway,
  Suite 14

  San Antonio, Texas 78256

  	
   

  
	
  Warehouse/Service
  Center

  	
   

  	
   

  	
   

  
	
  Longview

  	
   

  	
  2301 Neiman Marcus Parkway

  Longview, Texas 75602

  	
   

  
	
  Las Colinas

  	
   

  	
  5950 Colwell Blvd.

  Irving, Texas 75039

  	
   

  



 


A-2

















 


(b)           Properties
Leased by The Neiman Marcus Group, Inc:


 


	
  Property

  	
   

  	
  Address

  	
   

  	
  Landlord(s) Name(s)

  	
   

  
	
  Full Line Stores

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Downtown
  Dallas

  	
   

  	
  1618
  Main Street

  Dallas, Texas 75201

  	
   

  	
  Trustees
  of the Estate of James Charles O’Connor  

  
 Trustee for S.P.Cimiotti Trust Gregg
  Edwards  

  
 Cholly Edwards  

  
 Carolyn Edwards Kazmann 

  

  Dallas Foundation Trust  

  
 Trustees for C.C. Slaughter William
  Slaughter Rogers  

  
 Nancy MacGregor Rogers O’Neil 

  

  Richard Slaughter Bauer  

  
 SunTrust Bank N.A. 

  

  Pacifico Partners, Ltd.

  	
   

  
	
  Downtown
  Dallas

  	
   

  	
  Commerce
  St.

  Dallas, Texas 75201

  	
   

  	
  Dalpark
  Partners, Ltd.

  	
   

  
	
  North
  Park

  	
   

  	
  400
  North Park Center

  Dallas, Texas 75225

  	
   

  	
  Raymond
  D. Nasher

  	
   

  
	
  Fort
  Worth

  	
   

  	
  2100
  Green Oaks Rd. 

  Fort Worth, Texas 76116

  	
   

  	
  Eversan
  Limited Partnership (77%) and Susan Sandelman, as Trustee of the Sansteve
  Trust (23%)

  	
   

  
	
  Houston
  Galleria

  	
   

  	
  2600
  S. Post Oak Road Houston, 

  Texas 77056

  	
   

  	
  Galleria
  Limited, Inc.

  	
   

  
	
  Atlanta

  	
   

  	
  3393
  Peachtree Rd., NE 

  Atlanta, Georgia 30326

  	
   

  	
  The
  Retail Property Trust

  Broad Atlantic Properties Corp.

  	
   

  
	
  Bal
  Harbour

  	
   

  	
  9700
  Collins Avenue  
 Bal Harbour, Florida 33154

  	
   

  	
  Bal
  Harbour Shops, Inc.

  	
   

  
	
  Ft.
  Lauderdale

  	
   

  	
  2442
  E. Sunrise Blvd. 

  Ft. Lauderdale, Florida 33304

  	
   

  	
  Keystone-Florida
  Property Holding Corp.

  	
   

  
	
  Palm
  Beach

  	
   

  	
  151
  Worth Avenue  
 Palm Beach, Florida 33480

  	
   

  	
  151
  Worth Avenue Partnership, Ltd.

  	
   

  
	
  Tampa

  	
   

  	
  2223
  Westshore Blvd. 

  Tampa, Florida 33607

  	
   

  	
  Tampa
  Westshore Associates, LLP

  	
   

  
	
  Coral
  Gables

  	
   

  	
  Village
  of Merrick Park 390 San Lorenzo  
 Coral Gables, Florida 33146

  	
   

  	
  Rouse-Coral
  Gables, LLC

  	
   

  
	
  Westchester

  	
   

  	
  Maple &
  Paulding Ave. 

  White Plains, New York 10601

  	
   

  	
  Fashion
  Mall Partners, LP

  	
   

  
	
  Paramus

  	
   

  	
  503
  Garden State Plaza

  Paramus, New Jersey 07652

  	
   

  	
  Westland
  Garden State Plaza, LP

  	
   

  



 


A-3

















 


	
  Property

  	
   

  	
  Address

  	
   

  	
  Landlord(s) Name(s)

  	
   

  
	
  King
  of Prussia

  	
   

  	
  The
  Plaza @ King of Prussia, 170 N. Gulph Road  
 King of Prussia, Pennsylvania 19406

  	
   

  	
  King
  of Prussia Associates

  	
   

  
	
  Short
  Hills

  	
   

  	
  1200
  Morris Turnpike  
 Short Hills, New Jersey 7078

  	
   

  	
  Short
  Hills Associates

  	
   

  
	
  Boston

  	
   

  	
  5
  Copley Place  
 Boston, Massachusetts 2116

  	
   

  	
  7611-
  Copley Place Associates, LLC

  	
   

  
	
  Washington

  	
   

  	
  5300
  Wisconsin Ave., N.W. 

  Washington DC 20015

  	
   

  	
  TIAA-CREF

  	
   

  
	
  Troy

  	
   

  	
  2705
  W. Big Beaver 

  Troy, Michigan 48048

  	
   

  	
  Somerset
  Collection Limited Partnership

  	
   

  
	
  St.
  Louis

  	
   

  	
  100
  Plaza Frontenac  
 St. Louis, Missouri 63131

  	
   

  	
  BROAD
  FRONTENAC ASSOC

  	
   

  
	
  Minneapolis

  	
   

  	
  505
  Nicollet Mall on 5th St. 

  Minneapolis, Minnesota 55402

  	
   

  	
  Brookfield
  DB Inc.

  	
   

  
	
  Michigan
  Avenue

  	
   

  	
  737
  N. Michigan Avenue 

  Chicago, Illinois 60611

  	
   

  	
  M &
  J Wilkow, Ltd.

  	
   

  
	
  Oakbrook

  	
   

  	
  6
  Oakbrook Center  
 Oak Brook, Illinois 60523

  	
   

  	
  Urban
  Investment and Development Company

  ML Dover Associates

  	
   

  
	
  Northbrook

  	
   

  	
  5000
  Northbrook Ct. 

  Northbrook, Illinois 60062

  	
   

  	
  General
  Growth Properties

  Westcoast Estates

  	
   

  
	
  Los
  Angeles

  	
   

  	
  9700
  Wilshire Blvd. 

  Beverly Hills, California 90212

  	
   

  	
  Joan
  Keller Selznick, Larry Larson, and as Administrator of the Estates of Melissa
  Oshier and Florence Selznick Howard, Susan Archer and Barbara Selznick  

  
 Larry Larson  

  
 Estate of Melissa O shier Larson 

  

  Barbara Smalley-Selznick  

  
 Joan Keller-Selznick  

  
 Larry Larson as Special Administrator Re:
  the Estate of Florence Selznick Howard

  	
   

  
	
  Scottsdale

  	
   

  	
  Scottsdale
  Fashion Square 

  6900 E. Camelback Rd. 

  Scottsdale, Arizona 85251

  	
   

  	
  Business
  Realty of Arizona, Inc. 

  

  Scottsdale Fashion Square Partnership

  	
   

  
	
  Fashion
  Island

  	
   

  	
  601
  Newport Center Dr. 

  Newport Beach, California 92660

  	
   

  	
  The
  Irvine Company Retail Properties-Fashion Island

  	
   

  
	
  Palo
  Alto

  	
   

  	
  400
  Stanford Shop. Ctr. 

  Palo Alto, California 94304

  	
   

  	
  The
  Trustees of The Leland Stanford Junior University

  	
   

  



 


A-4

















 


	
  Property

  	
   

  	
  Address

  	
   

  	
  Landlord(s) Name(s)

  	
   

  
	
  Ala
  Moana

  	
   

  	
  1450 Ala Moana Blvd. 

  Honolulu, Hawaii 96814

  	
   

  	
  D/E
  Hawaii Joint Venture 

  

  Fujiyama, Duffy & Fujiyama

  	
   

  
	
  San
  Diego

  	
   

  	
  Fashion
  Valley Center  
 7027 Friars Road  
 San Diego, California 92108

  	
   

  	
  I.T.C.
  Fashion Valley Corporation 

  

  ML Dover Associates

  	
   

  
	
  Denver

  	
   

  	
  Cherry
  Creek Mall  
 3030 E. 1st Avenue  
 Denver, Colorado 80206

  	
   

  	
  Taubman—Cherry
  Creek, LP

  	
   

  
	
  Boca
  Raton

  	
   

  	
  5860
  Glades Road  
 Boca Raton, Florida 33431

  	
   

  	
  The
  Town Center at Boca Raton Trust

  	
   

  
	
  Outlet Stores

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Primm

  	
   

  	
  32100
  Las Vegas Blvd. South,

  Suite 116  
 Primm, Nevada 89019

  	
   

  	
  Fashion
  Outlet of Las Vegas Associates

  	
   

  
	
  Woodbury

  	
   

  	
  934
  Grapevine Court  
 Central Valley, New York 10917

  	
   

  	
  Chelsea
  GCA Realty Partnership, LP

  	
   

  
	
  Jersey
  Gardens

  	
   

  	
  651
  Kapkowski Rd., Suite 0200 

  Elizabeth, New Jersey 07201

  	
   

  	
  JG
  Elizabeth, LLC

  	
   

  
	
  Austin

  	
   

  	
  4115
  Capital of Texas Hwy. S. 

  Austin, Texas 78704

  	
   

  	
  Austin
  Retail BOA I & II

  	
   

  
	
  Tempe

  	
   

  	
  5000
  Arizona Mills Cir. 

  Tempe, Arizona 85282

  	
   

  	
  Arizona
  Mills, LLC

  	
   

  
	
  Great
  Lakes

  	
   

  	
  4030
  Baldwin Road 

  Auburn Hills, MI 48326

  	
   

  	
  Taubman
  Auburn Hills Associates Limited Partnership

  	
   

  
	
  Franklin

  	
   

  	
  1634
  Franklin Mills Cir. 

  Philadelphia, Pennsylvania 19154

  	
   

  	
  Franklin
  Mills Associates, L.P.

  	
   

  
	
  Sawgrass

  	
   

  	
  12801
  W. Sunrise Blvd. 

  Sunrise, Florida 33323

  	
   

  	
  Sawgrass
  Mills Phase II, LP

  	
   

  
	
  Discover

  	
   

  	
  5900
  Sugarloaf Parkway  
 Space 235/A4  
 Lawrenceville, Georgia 30043

  	
   

  	
  Sugarloaf
  Mills, L.P.

  	
   

  
	
  Grapevine

  	
   

  	
  3000
  Grapevine Mills Parkway 

  Grapevine Mills, Texas 76051

  	
   

  	
  Grapevine
  Mills IV Limited Partnership

  	
   

  
	
  Colorado

  	
   

  	
  14500
  W. Colfax Ave. 

  Lakewood, Colorado 80401

  	
   

  	
  Colorado
  Mills Limited Partnership

  	
   

  
	
  Dolphin

  	
   

  	
  11441
  NW 12th St. #D100 

  Miami, Florida 33172

  	
   

  	
  Taubman-Dolphin
  Mall Associates, LLC

  	
   

  
	
  Katy

  	
   

  	
  5000
  Katy Mills Circle 

  Katy, Texas 77494

  	
   

  	
  Katy
  Mills, Limited Partnership

  	
   

  
	
  Las
  Americas

  	
   

  	
  4061
  Camino de la Plaza 

  San Diego, California 92173

  	
   

  	
  PCCP/SB
  Las Americas, LLC

  	
   

  
	
  San
  Marcos

  	
   

  	
  Prime
  Outlets @ San Marcos 3939-IH-35 South  
 San Marcos, Texas 78666

  	
   

  	
  Prime
  Outlets at San Marcos II Limited Partnership

  	
   

  
	
  Arundel

  	
   

  	
  7000
  Arundel Mills Cir. 

  Hanover, Maryland 21076

  	
   

  	
  Arundel
  Mills Limited Partnership

  	
   

  
	
  Horchow-Mockingbird

  	
   

  	
  3046
  Mockingbird Lane 

  Dallas, Texas 75205

  	
   

  	
  Park
  Cities Village Joint Venture

  	
   

  
	
  Horchow-Plano

  	
   

  	
  3400
  Preston Rd. 

  Suite 210  
 Plano, Texas 75093

  	
   

  	
  Thames
  Financial Services, LTD.

  	
   

  



 


A-5
















 


	
  Property

  	
   

  	
  Address

  	
   

  	
  Landlord(s) Name(s)

  	
   

  
	
  Bergdorf Goodman

  	
   

  	
   

  	
   

  
	
  Main Store

  	
   

  	
  754 5th Avenue

  New York, New York 10019

  	
   

  	
  754 Fifth Avenue Associates

  	
   

  
	
  Men’s Store

  	
   

  	
  745 5th Avenue
  
 New York, New
  York 10022

  	
   

  	
  745 Associates  

  WvF-Paramount 745 Property, LP

  	
   

  
	
  Office

  	
   

  	
  625 Madison Avenue  

  New York, New
  York 10022

  	
   

  	
  625 Madison Avenue Associates, L.P.

  	
   

  
	
  Long Island Service Center

  	
   

  	
  43-30 24th Street  
 Long Island City,
  New York 11101

  	
   

  	
  Leon Levin & Sons, Inc.

  	
   

  
	
  Offices

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Renaissance Tower

  	
   

  	
  1201 Elm Street 

  Dallas, Texas

  	
   

  	
  Trizechahn Renaissance Tower, LP

  	
   

  
	
  1700 Pacific

  	
   

  	
  1700 Pacific  

  Dallas, Texas
  75201

  	
   

  	
  Berkeley First City, LP

  	
   

  
	
  NY Fashion Office

  	
   

  	
  1450 Broadway  

  New York, New
  York 10018

  	
   

  	
  1450 Broadway Associates, LLC

  	
   

  
	
  Palm Beach

  	
   

  	
  125 Worth Avenue  

  Palm Beach,
  Florida 33480

  	
   

  	
  125 Worth Ave. Ltd. Partnership

  	
   

  
	
  Coral Commercial Center

  	
   

  	
  Space I-2A, 670 Auahi Street 

  Honolulu, Hawaii 96813

  	
   

  	
  Campbell Hawaii Investor, LLC

  	
   

  
	
  Los Angeles

  	
   

  	
  9701 Wilshire Blvd. 

  Beverly Hills, California 90212

  	
   

  	
  Lantana Wilshire Associates, LP

  	
   

  
	
  NM Online

  	
   

  	
  400 E. Royal Lane, Suite 112 

  Irving, Texas 75039

  	
   

  	
  Charter DCC Partners

  	
   

  
	
  Sharp Street Studio

  	
   

  	
  5044 Sharp Street 

  Dallas, Texas 75247

  	
   

  	
  ProLogis Limited Partnership II

  	
   

  
	
  Warehouses/Service Centers

  	
   

  	
   

  	
   

  
	
  Pinnacle Park

  	
   

  	
  4121 Pinnacle Point Dr. 

  Dallas, Texas 75211

  	
   

  	
  PDC Properties, Inc. 

  

  Pinnacle West Land, LP

  	
   

  
	
  Southeast Service Center

  	
   

  	
  2784 Executive Way 

  Miramar, Florida 33025

  	
   

  	
  Sunbeam Properties, Inc.

  	
   

  
	
  Chicago Service Center

  	
   

  	
  9501 Winona  

  Schiller
  Park, Illinois 60175

  	
   

  	
  Northern Equities, LLC, Trustee U/T 26-2649-00

  

  Winona Building Account

  	
   

  
	
  West Coast Service Center

  	
   

  	
  2500 S. Workman Mill 

  City of Industry  

  Whittier, California
  90601

  	
   

  	
  RR&C Development Co.

  	
   

  
	
  Garland Alterations

  	
   

  	
  3302 Miller Road, Suite 700 

  Garland, Texas 75041

  	
   

  	
  Duke-Weeks Realty Limited Partnership

  	
   

  
	
  Regal Row

  	
   

  	
  727 Regal Row 

  Dallas, Texas 75247

  	
   

  	
  Charter Asset Management, LP

  	
   

  
	
  NJ Alterations

  	
   

  	
  1125 Globe Avenue 

  Mountainside, New Jersey 07092

  	
   

  	
  Jackal Holdings, LLC

  	
   

  
	
  Diplomacy Row

  	
   

  	
  8919 Diplomacy Row 

  Dallas, Texas 75247

  	
   

  	
  Cullum-Thomas

  	
   

  
	
  Atlanta Storage

  	
   

  	
  3832 Green Industrial Way 

  Chamblee, Georgia 30341

  	
   

  	
  MDM Family, LP

  	
   

  
	
  Atlanta Storage-Lenox Square

  	
   

  	
  3393 Peachtree Road NE 

  Atlanta, Georgia 30326

  	
   

  	
  Lenox Square

  	
   

  



 


A-6

















 


	
  Property

  	
   

  	
  Address

  	
   

  	
  Landlord(s) Name(s)

  	
   

  
	
  San Francisco Warehouse

  	
   

  	
  3225 Third Street  

  San
  Francisco, California 94124

  	
   

  	
  William D Spencer 

  Spencer Properties

  	
   

  
	
  West Coast Fur Service Center

  	
   

  	
  261 S. Kenmore Avenue  

  Los
  Angeles, California 90004

  	
   

  	
  Mr. Young Hoon Choi

  	
   

  
	
  Ala Moana Service Center

  	
   

  	
  Opakapaka Street 

  Kapolai, Hawaii

  	
   

  	
  Fort Street Investment Corporation

  	
   

  
	
  Houston Galleria Storage

  	
   

  	
  2700 Post Oak 

  Houston, Texas 77056

  	
   

  	
  Walton Houston Galleria Office, L.P.

  	
   

  
	
  Houston Warehouse

  	
   

  	
  1499 N. Post Oak 

  Houston, Texas 77055

  	
   

  	
  Warehouse Associates

  	
   

  
	
  Las Vegas Storage

  	
   

  	
  3585 S. Highland Drive 

  Las Vegas, Nevada 89103

  	
   

  	
  Plaza Vegas Ministorage

  	
   

  
	
  Ft. Lauderdale Storage

  	
   

  	
  Storage Room M1 @ Galleria 

  Ft. Lauderdale, Florida 33304

  	
   

  	
  Keystone-Florida Property Holding Corp.

  	
   

  
	
  Scottsdale Storage

  	
   

  	
  Storage Space 2137-S @ 

  Scottsdale Fashion Square 

  Scottsdale, Arizona 85251

  	
   

  	
  Scottsdale Fashion Square Partnership

  	
   

  



 


Properties Leased by NM Nevada Trust:


 


	
  Type of Property

  	
   

  	
  Address

  	
   

  	
  Landlord’s Name

  	
   

  
	
  Full Line Store

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Las Vegas

  	
   

  	
  3200 Las Vegas Blvd. So. 

  Las Vegas, Nevada 89109

  	
   

  	
  H-S Las Vegas Associates 

   

  Rouse FS, LLC and Fashion Show Expansion, LLC

  	
   

  



 


A-7

















 


(c)           Public Warehouses
or other Locations pursuant to Bailment or Consignment Arrangements:


 


	
  Name of Grantor

  	
   

  	
  Public warehouses/Locations

  pursuant to Bailment or

  Consignment Arrangements

  	
   

  	
  Warehouse operator or other
  Bailee

  or Consignee

  	
   

  
	
  The Neiman Marcus Group, Inc

  	
   

  	
  East Coast District Center 

  50 Rte. 46 Gordon Dr. 

  Totowa, New Jersey 7512

  	
   

  	
  D & R Management Inc.

  	
   

  
	
  The Neiman Marcus Group, Inc

  	
   

  	
  New Jersey Fur Service Center 141 

  Lanza Ave. 

  Garfield, New Jersey 07026

  	
   

  	
  Central Fur and Storage Inc.

  	
   

  



 


A-8

















 


EXHIBIT B


(See Section 3.5 of Agreement)


 


BAILEES, WAREHOUSEMEN, ETC.(1)


 


	
  Bailee, Warehouseman, Etc.

  	
   

  	
  Value of Inventory

  	
   

  
	
  D & R Management Inc. 

  50 Route 46, Gordon Drive 

  Totowa, N.J. 07512

  	
   

  	
  Exceeds $2,500,000

  	
   

  
	
  David Yurman  

  24 Vestry
  St. 

  New York, New York 10013

  	
   

  	
  Does not exceed $2,500,000

  	
   

  



 






(1) All inventory is owned by either The Neiman Marcus Group, Inc.
or Bergdorf Goodman, Inc.


 


B-1

















 


EXHIBIT C


(See Section 3.7 of Agreement)


 


LETTER OF CREDIT RIGHTS


 


NONE


 


 


CHATTEL PAPER


 


 


NONE


 


 


C-1
















 


EXHIBIT D


(See Section 3.9 of
Agreement)


 


INTELLECTUAL PROPERTY RIGHTS


 


Patents, Pending Patent Applications, Trademarks and Pending Trade mark
Applications


 


Intellectual Property(2)


 


CONFIDENTIAL


 


US Patents


 


	
  INVENTION

  TITLE

  Inventor

  	
   

  	
  Client

  Attys

  	
   

  	
  CPH

  Docket

  Your

  Reference

  Prior

  Docket

  No.

  	
   

  	
  Case

  Type

  RefCase

  	
   

  	
  SERIAL

  NO.

  PATENT

  NO.

  	
   

  	
  FILED

  ISSUED

  	
   

  	
  Assignee

  	
   

  	
  STATUS

  	
   

  	
  REMARKS

  	
   

  	
  SCHEDULED

  ACTIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERCHANDISE
  DISPLAY CASE AND SYSTEM

  Joseph Cimini et al. 

  	
   

  	
  N276
  MM/AW 

  	
   

  	
  47953-USA
  UNITED STATES 

  	
   

  	
  UTL-ORD
  

  	
   

  	
  10/103172

  6607275 

  	
   

  	
  03/20/2002

  08/19/2003



  	
   

  	
  The Neiman
  Marcus Group, Inc. 

  	
   

  	
  ISSUED
  

  	
   

  	
  CON
  TO 50291, Projected publication date 9/25/03 

  	
   

  	
  MAINT FEE 3.5 DUE 02/19/2007

  MAINT FEE 7.5 DUE 02/19/2011

  MAINT FEE 11.5 DUE 02/19/2015 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERCHANDISE
  DISPLAY CASE AND SYSTEM

  

  Joseph Cimini et al. 

  	
   

  	
  N276
  MM/AW 

  	
   

  	
  48103-USA
  UNITED STATES 

  	
   

  	
  DES-ORD
  

  	
   

  	
  29/157496

  D473074 

  	
   

  	
  03/20/2002

  04/15/2003



  	
   

  	
  The Neiman
  Marcus Group, Inc. 

  	
   

  	
  ISSUED
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERCHANDISE
  DISPLAY CASE AND SYSTEM

  Joseph Cimini et al. 

  	
   

  	
  N276
  AW 

  	
   

  	
  50291-USA
  UNITED STATES 

  	
   

  	
  UTL-CON
  Of 47953 

  	
   

  	
  10/431091
  

  	
   

  	
  05/07/2003

  12/07/2004



  	
   

  	
  The Neiman
  Marcus Group, Inc. 

  	
   

  	
  ISSUED
  

  	
   

  	
  Ancestor
  Case: 47953 Filed 03/20/2002. Pub. No. 2003- 0206275- A1. CON of 47953 

  	
   

  	
  MAINT FEE 3.5 DUE 06/07/2008

  MAINT FEE 7.5 DUE 06/07/2012

  MAINT FEE 11.5 DUE 06/07/2016 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VIDEO
  MENU

  TBD TBD 

  	
   

  	
  N276
  AW 

  	
   

  	
  51591-USA
  UNITED STATES 

  	
   

  	
  UTL-ORD
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Not Assigned
  

  	
   

  	
  NOT MAILED
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VIDEO
  BACKPACK AND GARMENT SYSTEM AND METHOD OF USING THE SAME 

  Ignaz M. Gorischek 

  	
   

  	
  N276
  AW 

  	
   

  	
  *52312-USA
  UNITED STATES 

  	
   

  	
  UTL-ORD
  

  	
   

  	
  10/833564
  

  	
   

  	
  04/28/2004



  	
   

  	
  Not Assigned
  

  	
   

  	
  PENDING
  

  	
   

  	
   

  	
   

  	
  FILING RECEIPT RCVD 09/07/2004

  FU: NEXT PTO ACTION 03/07/2005

  PRIOR
  ART DUE FILE IDS/1449-12 MON

  04/28/2005
  

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INCASE WATCH PRESENTATIONS 

  tbd tbd 

  	
   

  	
  N276
  AW 

  	
   

  	
  52428-USA
  UNITED STATES 

  	
   

  	
  UTL-ORD
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Not Assigned
  

  	
   

  	
  NOT MAILED
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jewelry
  display case tbd tbd 

  	
   

  	
  N276
  AW 

  	
   

  	
  52429-USA
  UNITED STATES 

  	
   

  	
  UTL-ORD
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Not Assigned
  

  	
   

  	
  NOT MAILED
  

  	
   

  	
   

  	
   

  	
   

  



 






(2) Per the Credit Agreement and Security
Agreement, a security interest is to be granted in all of the scheduled
Intellectual Property; however, only the U.S. Intellectual Property will be
perfected with the filing of UCC financing statements and registration/filing
in the USPTO and/or US Copyright Office.


 


D-1

















 


Foreign Patents


 


	
  INVENTION

  TITLE

  Inventor

  	
   

  	
  Client

  Attys

  	
   

  	
  CPH Docket

  Your

  Reference

  Prior Docket

  No.

  	
   

  	
  Case

  Type

  RefCase

  	
   

  	
  SERIAL

  NO.

  PATENT

  NO.

  	
   

  	
  FILED

  ISSUED

  	
   

  	
  Assignee

  	
   

  	
  STATUS

  	
   

  	
  REMARKS

  	
   

  	
  SCHEDULED ACTIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MIRROR
  AND IMAGE DISPLAY SYSTEM

  Ignaz
  M. Gorischek 

  	
   

  	
  N276

  MM/AW 

  	
   

  	
  45242-CAN

  CANADA 

  	
   

  	
  UTL-ORD

  	
   

  	
  2420787
  

  	
   

  	
  02/27/2003

  	
   

  	
  The Neiman
  Marcus Group, Inc. 

  	
   

  	
  PENDING
  

  	
   

  	
  Filing
  date obtained from fax of 2/27/03; 

  	
   

  	
  INSTRUCTION
  TO RQST EXAM 02/27/2003

  FU: NEXT
  PTO ACTION



  ANNUITY
  DUE 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MIRROR
  AND IMAGE DISPLAY SYSTEM

  Ignaz
  M. Gorischek 

  	
   

  	
  N276

  MM/AW 

  	
   

  	
  45242-CAN
  CANADA 

  	
   

  	
  UTL-ORD

  	
   

  	
  09/886806
  

  	
   

  	
  06/21/2001

  	
   

  	
  The Neiman
  Marcus Group, Inc. 

  	
   

  	
  PUBLISHED
  

  	
   

  	
  Publ.
  No. 2002-0196333-A1 

  	
   

  	
  OFFICE
  ACTION [ 3 MON] RESPONSE & EXT

  DEADLINE
  07/03/2005 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERCHANDISE
  DISPLAY CASE AND SYSTEM

  Joseph
  Cimini et al. 

  	
   

  	
  N276

  MM/AW 

  	
   

  	
  47953-CAN
  CANADA 

  	
   

  	
  UTL-PCT
  47953 

  	
   

  	
  2479836
  

  	
   

  	
  03/06/2003

  	
   

  	
  The Neiman
  Marcus Group, Inc. 

  	
   

  	
  PENDING
  

  	
   

  	
   

  	
   

  	
  INSTRUCTION
  TO RQST EXAM 09/17/2004

  FU: NEXT
  PTO ACTION

  

  ANNUITY DUE 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERCHANDISE
  DISPLAY CASE AND SYSTEM

  Joseph
  Cimini et al. 

  	
   

  	
  N276

  MM/AW 

  	
   

  	
  47953-EPO
  EUROPEAN 

  	
   

  	
  UL-PCT
  47953 

  	
   

  	
  03716339.1
  

  	
   

  	
  03/06/2003

  	
   

  	
  The Neiman
  Marcus Group, Inc. 

  	
   

  	
  PENDING
  

  	
   

  	
   

  	
   

  	
  FILING
  RECEIPT RCVD 09/30/2004

  FU: NEXT PTO ACTION 3/30/2005

   

  DEADLINE
  TO REGISTER IN HKO

  DEADLINE
  TO FILE CASE

  06/15/2005

   

  ANNUITY
  DUE 03/06/2006 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERCHANDISE
  DISPLAY CASE AND SYSTEM

  Joseph
  Cimini et al. 

  	
   

  	
  N276

  MM/AW 

  	
   

  	
  47953-JPN
  JAPAN 

  	
   

  	
  UL-PCT
  47953 

  	
   

  	
  2003-579006

  	
   

  	
  03/06/2003

  	
   

  	
  The Neiman
  Marcus Group, Inc. 

  	
   

  	
  PENDING
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERCHANDISE
  DISPLAY CASE AND SYSTEM

  Joseph
  Cimini et al. 

  	
   

  	
  N276

  MM/AW 

  	
   

  	
  47953
  PCT PATIENT COOPERA TION TREATY 

  	
   

  	
  UTL-ORD

  	
   

  	
  US03/06837
  

  	
   

  	
  03/06/2003

  	
   

  	
  The
  Neiman Marcus Group, Inc. 

  	
   

  	
  NATIONAL
  09/13/2004 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERCHANDISE
  DISPLAY CASE AND SYSTEM

  Joseph
  Cimini et al. 

  	
   

  	
  N276

  MM/AW
  

  	
   

  	
  47953-PRC
  CHINA 

  	
   

  	
  UTL-PCT
  of 47953 

  	
   

  	
  03807707.8
  

  	
   

  	
  03/06/2003

  	
   

  	
  The Neiman
  Marcus Group, Inc. 

  	
   

  	
  PENDING
  

  	
   

  	
   

  	
   

  	
  INSTRUCTION
  TO RQST EXAM 09/30/2004

  FU: NEXT PTO ACTION 09/30/2005 

  



 


D-2

















 


US
Trademarks


 


	
   

  	
   

  	
   

  	
   

  	
  CPH
  Docket

  	
   

  	
  Mark

  	
   

  	
  SERIAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Client

  	
   

  	
  Your

  	
   

  	
  Type

  	
   

  	
  NO.

  	
   

  	
  FILED

  	
   

  	
  Owner/

  	
   

  	
   

  	
   

  	
  SCHEDULED

  
	
  MARK

  	
   

  	
  Attys

  	
   

  	
  Reference

  	
   

  	
  Class

  	
   

  	
  REG.
  NO.

  	
   

  	
  ISSUED

  	
   

  	
  Registrant

  	
   

  	
  STATUS

  	
   

  	
  ACTIONS

  
	
  6TH SENSE 

  	
   

  	
  N276

  MM



  	
   

  	
  46719-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  74/478245

  1882642



  	
   

  	
  01/11/1994

  03/07/1995



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 10/09/2001 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  745 CAFÉ 

  	
   

  	
  N276

  MM



  	
   

  	
  46759-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  74/077475

  1705974



  	
   

  	
  07/11/1990

  08/04/1992



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  08/04/2012 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  745 COLLECTION 

  	
   

  	
  N276

  MM



  	
   

  	
  46722-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  74/293493

  1759993



  	
   

  	
  12/16/1991

  03/23/1993



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 03/10/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMERICAN ARTFORMS 

  	
   

  	
  N276

  MM



  	
   

  	
  46730-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/41228

  1374401



  	
   

  	
  02-04-1983

  12/03/1985



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  12/03/2005 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BALE OF COTTON DESIGN 

  	
   

  	
  N276

  MM



  	
   

  	
  43885-USA UNITED STATES 

  	
   

  	
  TM

  24



  	
   

  	
  79389

  1152461



  	
   

  	
  03/08/1976

  04/28/1981



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/28/2011 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM

  	
   

  	
  45712-USA UNITED STATES 

  	
   

  	
  SM

  39

  	
   

  	
  72/269394

  845203

  	
   

  	
  04/18/1967

  02/27/1968



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/27/2008  

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM



  	
   

  	
  46772-USA UNITED STATES 

  	
   

  	
  TM

  03, 05, 14, 18, 20, 25 

  	
   

  	
  72/269376

  866011



  	
   

  	
  04/18/1967

  03/11/1969



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  03/11/2009 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM



  	
   

  	
  46773-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  72/4661163

  992733



  	
   

  	
  08/20/1973

  09/03/1974



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/03/2014 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN (stylized) 

  	
   

  	
  N276

  MM



  	
   

  	
  43073 USA UNITED STATES 

  	
   

  	
  TM

  39



  	
   

  	
  72/028482

  674632



  	
   

  	
  04/19/1957

  02/24/1959



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/24/2009 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN (stylized) 

  	
   

  	
  N276

  MM



  	
   

  	
  43073 USA (01)  UNITED STATES 

  	
   

  	
  TM/SM

  25, 42

  	
   

  	
  74/477798

  1902799



  	
   

  	
  01/10/1994

  07/04/1995



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  07/04/2005 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF MEN 

  	
   

  	
  N276

  MM



  	
   

  	
  43076-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  75/203782

  2110801



  	
   

  	
  11/25/1996

  11/04/1997



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 04/16/2004 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BIGI 

  	
   

  	
  N276

  MM



  	
   

  	
  45714-USA UNITED STATES 

  	
   

  	
  TM

  14, 25

  	
   

  	
  269377

  863129



  	
   

  	
  04/18/1967

  01/07/1969



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/07/2009 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHEF’S CATALOG 

  	
   

  	
  N276

  MM



  	
   

  	
  46749-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  75/661211

  2316722



  	
   

  	
  03/16/1999

  02/08/2000



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  02/08/2006 02/08/2010 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHRISTMAS GLORIES 

  	
   

  	
  N276

  MM



  	
   

  	
  46725-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/587964

  1415381



  	
   

  	
  03/14/1986

  10/28/1986



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/28/2006 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMPETITIVE EDGE 

  	
   

  	
  N276

  MM



  	
   

  	
  46779-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  73/228965

  1194022



  	
   

  	
  08/27/1979

  04/20/1982



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 03/26/2002 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DEI TRE 

  	
   

  	
  N276

  MM



  	
   

  	
  46737-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  75/094095

  2073589



  	
   

  	
  04/25/1966

  06/24/1997



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 04/10/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design (building with fountain) 

  	
   

  	
  N276

  MM



  	
   

  	
  45715-USA UNITED STATES 

  	
   

  	
  TM

  03, 05, 14, 20, 25, 18 

  	
   

  	
  272135

  866012



  	
   

  	
  05/23/1967

  03/11/1969



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  03/11/2009 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design (helmet) 

  	
   

  	
  N276

  MM



  	
   

  	
  45713-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  290315

  860183



  	
   

  	
  02/05/1968

  11/12/1968



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  11/12/2008 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design (M made of parallel lines) 

  	
   

  	
  N276

  MM



  	
   

  	
  46758-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  74/150565

  1720383



  	
   

  	
  03/25/1991

  09/29/1992



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/29/2012 

  



 


D-3

















 


	
   

  	
   

  	
   

  	
   

  	
  CPH
  Docket

  	
   

  	
  Mark

  	
   

  	
  SERIAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Client

  	
   

  	
  Your

  	
   

  	
  Type

  	
   

  	
  NO.

  	
   

  	
  FILED

  	
   

  	
  Owner/

  	
   

  	
   

  	
   

  	
  SCHEDULED

  
	
  MARK

  	
   

  	
  Attys

  	
   

  	
  Reference

  	
   

  	
  Class

  	
   

  	
  REG.
  NO.

  	
   

  	
  ISSUED

  	
   

  	
  Registrant

  	
   

  	
  STATUS

  	
   

  	
  ACTIONS

  
	
  Design (man eating grapes in circle) 

  	
   

  	
  N276

  MM



  	
   

  	
  45711-USA UNITED STATES 

  	
   

  	
  TM

  29



  	
   

  	
  72/239072

  834069



  	
   

  	
  02/17/1966

  08/22/1967



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  08/22/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design (man eating grapes in circle) 

  	
   

  	
  N276

  MM



  	
   

  	
  46776-USA UNITED STATES 

  	
   

  	
  TM

  29, 30



  	
   

  	
  73/256304

  1185014



  	
   

  	
  03/31/1980

  01/05/1982



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/05/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design (walking figures on slanted belt) 

  	
   

  	
  N276

  MM



  	
   

  	
  46757-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  73/027822

  1084039



  	
   

  	
  07/26/1974

  01/31/1978



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DATE 

  	
   

  	
  01/31/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FAUVE (stylized) 

  	
   

  	
  N276

  MM



  	
   

  	
  45708-USA UNITED STATES 

  	
   

  	
  SM

  03



  	
   

  	
  72/150837

  747724



  	
   

  	
  07/24/1962

  04/02/1963



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 03/24/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRST CALL 

  	
   

  	
  N276

  MM



  	
   

  	
  46732-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/578333

  1417026



  	
   

  	
  01/21/1986

  11/11/1986



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  11/11/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRAND FINALE 

  	
   

  	
  N276

  MM



  	
   

  	
  44464-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/769815

  1558578



  	
   

  	
  12/16/1988

  09/26/1989



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/26/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRAND FINALE and design (in circle with wavy lines) 

  	
   

  	
  N276

  MM



  	
   

  	
  46712-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/347135

  1228792



  	
   

  	
  01/25/1982

  02/22/1983



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 02/07/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRAND FINALE and design (in circle with wavy liines) 

  	
   

  	
  N276

  MM



  	
   

  	
  46713-USA UNITED STATES 

  	
   

  	
  TM

  16



  	
   

  	
  73/347134

  1224237



  	
   

  	
  01/25/1982

  01/18/1983



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 01/23/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HOLIDAY GLORIES 

  	
   

  	
  N276

  MM



  	
   

  	
  49567-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  78/198064

  2857879



  	
   

  	
  12/26/2002

  06/29/2004



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  06/29/2010 06/29/2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW 

  	
   

  	
  N276

  MM



  	
   

  	
  44466-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  74/099076

  1673768



  	
   

  	
  09/21/1990

  01/28/1992



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/28/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW 

  	
   

  	
  N276

  MM



  	
   

  	
  44466-USA (01) UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  74/098916

  1651562



  	
   

  	
  09/20/1990

  07/23/1991



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  07/23/2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW 

  	
   

  	
  N276

  MM



  	
   

  	
  44466-USA (02) UNITED STATES 

  	
   

  	
  TM

  16



  	
   

  	
  74/098906

  1656242



  	
   

  	
  09/20/1990

  09/10/1991



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 09/10/2001 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW and design (in circle) 

  	
   

  	
  N276

  MM



  	
   

  	
  46714-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/347133

  1249400



  	
   

  	
  01/25/1982

  08/23/1983



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  08/23/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW and design (in circle) 

  	
   

  	
  N276

  MM



  	
   

  	
  46715-USA UNITED STATES 

  	
   

  	
  TM

  16



  	
   

  	
  73/347132

  1262784



  	
   

  	
  01/25/1982

  01/03/1984



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/03/2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW FINALE 

  	
   

  	
  N276

  MM



  	
   

  	
  47949-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  76/390251

  2688395



  	
   

  	
  04/03/2002

  02/18/2003



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DATE 

  	
   

  	
  02/18/2009 02/18/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW HSTUDIO 

  	
   

  	
  N276

  MM



  	
   

  	
  43881-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  74/505050

  1891498



  	
   

  	
  03/25/1994

  04/25/1995



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 05/09/2001 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IN CIRCLE ENTRÉE (stylized) 

  	
   

  	
  N276

  MM



  	
   

  	
  46745-USA UNITED STATES 

  	
   

  	
  TM

  16



  	
   

  	
  75/606548

  2302197



  	
   

  	
  12/16/1998

  12/21/1999



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  12/21/2005 12/21/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IN CIRCLE IN and design (circle around IN) 

  	
   

  	
  N276

  MM



  	
   

  	
  46727-USA UNITED STATES 

  	
   

  	
  SM

  36



  	
   

  	
  73/509882

  1337166



  	
   

  	
  11/21/1984

  05/21/1985



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  05/21/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INCIRCLE 

  	
   

  	
  N276

  MM



  	
   

  	
  46755-USA UNITED STATES 

  	
   

  	
  SM

  36



  	
   

  	
  74/166662

  1680589



  	
   

  	
  05/15/1991

  03/24/1992



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 09/20/2002 

  	
   

  	
   

  	
   

  	
   

  



 


D-4

















 


	
   

  	
   

  	
   

  	
   

  	
  CPH
  Docket

  	
   

  	
  Mark

  	
   

  	
  SERIAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Client

  	
   

  	
  Your

  	
   

  	
  Type

  	
   

  	
  NO.

  	
   

  	
  FILED

  	
   

  	
  Owner/

  	
   

  	
   

  	
   

  	
  SCHEDULED

  
	
  MARK

  	
   

  	
  Attys

  	
   

  	
  Reference

  	
   

  	
  Class

  	
   

  	
  REG.
  NO.

  	
   

  	
  ISSUED

  	
   

  	
  Registrant

  	
   

  	
  STATUS

  	
   

  	
  ACTIONS

  
	
  INCIRCLE REWARDS 

  	
   

  	
  N276

  MM



  	
   

  	
  44810-USA UNITED STATES 

  	
   

  	
  SM

  35, 36



  	
   

  	
  76/044420

  2442806



  	
   

  	
  05/09/2000

  04/10/2001



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  04/10/2007

  04/10/2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INGENUITY 

  	
   

  	
  N276

  MM



  	
   

  	
  44278-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  76/139148

  2616789



  	
   

  	
  10/02/2000

  09/10/2002



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  09/10/2008

  09/10/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LAST CALL 

  	
   

  	
  N276

  MM



  	
   

  	
  46731-USA UNIED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  74/311238

  1774545



  	
   

  	
  09/04/1992

  06/01/1993



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/01/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LE BOULEVARD PARIS 

  	
   

  	
  N276

  MM



  	
   

  	
  43027-USA UNIED STATES 

  	
   

  	
  TM

  08, 21

  	
   

  	
  76/100520



  	
   

  	
  07/31/2000

  ITU



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  ABANDONED 08/24/2001 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MAISONETTE 

  	
   

  	
  N276

  MM/AW



  	
   

  	
  43133-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  168947

  775411



  	
   

  	
  05/15/1963

  08/18/1964



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  CANCELLED 01/08/2001 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  42674-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  75/465968

  2404570



  	
   

  	
  04/10/1998

  11/14/2000



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  11/14/2006

  11/14/2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  46762-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  74/150535

  1671225



  	
   

  	
  03/25/1991

  1671225



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/07/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARIPOSA 

  	
   

  	
  N276

  MM



  	
   

  	
  46741-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  75/339782

  2164159



  	
   

  	
  08/12/1997

  06/09/1998



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/09/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISS BERGDORF 

  	
   

  	
  N276

  MM



  	
   

  	
  46724-USA UNITED STATES 

  	
   

  	
  TM

  18, 25 

  	
   

  	
  269380

  863351



  	
   

  	
  04/18/1967

  01/14/1969



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/14/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  N-M SUPPLY COMPANY 

  	
   

  	
  N276

  MM



  	
   

  	
  43911-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  73/2208959

  1154962



  	
   

  	
  08/27/1979

  05/19/1981



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 05/24/2001 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  N-M’s FRESH MARKET 

  	
   

  	
  N276

  MM



  	
   

  	
  45699-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  140602

  1098406



  	
   

  	
  09/09/1977

  06/01/1978



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  ABANDONED 05/11/1999 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  43026-USA UNITED STATES 

  	
   

  	
  TM

  30



  	
   

  	
  73/756014

  1593195



  	
   

  	
  10/05/1988

  04/24/1990



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/24/2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  43682 USA UNITED STATES 

  	
   

  	
  SM

  36



  	
   

  	
  75/433896

  2209260



  	
   

  	
  02/13/1998

  12/08/1998



  	
   

  	
  NM NEVADA TRUST 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  12/08/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  45697-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  72/377875

  934177



  	
   

  	
  12/04/1970

  05/16/1972



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  05/16/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  51235-USA UNITED STATES 

  	
   

  	
  TM/SM

  29, 30, 31, 32, 35 

  	
   

  	
  78/374184



  	
   

  	
  02/25/2004



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  PENDING 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS (stylized) 

  	
   

  	
  N276

  MM



  	
   

  	
  46761-USA UNITED STATES 

  	
   

  	
  TM/SM

  25, 42



  	
   

  	
  74/216290

  1733202



  	
   

  	
  10/25/1991

  11/17/1992



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  11/17/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  43910-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  73/196302

  1154006



  	
   

  	
  12/11/1978

  05/12/1981



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  05/2/2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS (script) 

  	
   

  	
  N276

  MM



  	
   

  	
  45704-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  71/664021

  601375



  	
   

  	
  04/06/1954

  01/25/1955



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/25/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS (script) 

  	
   

  	
  N276

  MM



  	
   

  	
  45706-USA UNITED STATES 

  	
   

  	
  TM

  14



  	
   

  	
  71/666680

  601864



  	
   

  	
  05/19/1954

  02/08/1955



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/08/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS (stylized) 

  	
   

  	
  N276

  MM



  	
   

  	
  45705-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  71/666681

  601723



  	
   

  	
  05/19/1954

  02/01/1955



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/01/2005

  



 


D-5
















 


	
   

  	
   

  	
   

  	
   

  	
  CPH
  Docket

  	
   

  	
  Mark

  	
   

  	
  SERIAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Client

  	
   

  	
  Your

  	
   

  	
  Type

  	
   

  	
  NO.

  	
   

  	
  FILED

  	
   

  	
  Owner/

  	
   

  	
   

  	
   

  	
  SCHEDULED

  
	
  MARK

  	
   

  	
  Attys

  	
   

  	
  Reference

  	
   

  	
  Class

  	
   

  	
  REG.
  NO.

  	
   

  	
  ISSUED

  	
   

  	
  Registrant

  	
   

  	
  STATUS

  	
   

  	
  ACTIONS

  
	
  NEIMAN-MARCUS YACHT CLUB and design (whale) 

  	
   

  	
  N276

  MM



  	
   

  	
  46734-USA UNITED STATES 

  	
   

  	
  TM

  21, 24



  	
   

  	
  73/380855

  1281618



  	
   

  	
  08/20/1982

  06/12/1984

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 06/16/2004 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMINTS 

  	
   

  	
  N276

  MM



  	
   

  	
  46736-USA UNITED STATES 

  	
   

  	
  TM

  30



  	
   

  	
  75/045582

  2080204



  	
   

  	
  01/18/1996

  07/15/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  07/15/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEW LEVEL OF BEAUTY 

  	
   

  	
  N276

  MM



  	
   

  	
  46742-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  75/834236

  2541276



  	
   

  	
  10/28/1999

  02/19/2002

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  Sections 8 & 15 Due RENEWAL DUE 

  	
   

  	
  02/19/2008

  02/19/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM 

  	
   

  	
  N276

  MM



  	
   

  	
  46726-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/777452

  1558605



  	
   

  	
  01/30/1989

  09/26/1989

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/26/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM 

  	
   

  	
  N276

  MM



  	
   

  	
  46756-USA UNITED STATES 

  	
   

  	
  TM

  21



  	
   

  	
  74/465575

  1867040



  	
   

  	
  12/02/1993

  12/13/1994

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 12/14/2001 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM 

  	
   

  	
  N276

  MM



  	
   

  	
  48177-USA UNITED STATES 

  	
   

  	
  TM

  14



  	
   

  	
  76/415449

  2758362



  	
   

  	
  05/30/2002

  09/02/2003

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  09/02/2009

  09/02/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM and design (in circle) 

  	
   

  	
  N276

  MM

  	
   

  	
  46768- 

  	
   

  	
   

  	
   

  	
  



  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DOCKETED 08/13/2001 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM and design (letters in reverse and mirror image) 

  	
   

  	
  N276

  MM



  	
   

  	
  45716-USA UNITED STATES 

  	
   

  	
  TM

  18



  	
   

  	
  72/406310

  969900



  	
   

  	
  10/29/1971

  10/09/1973

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 04/10/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM BABY 

  	
   

  	
  N276

  MM

  	
   

  	
  45244-USA UNITED STATES 

  	
   

  	
  TM

  24, 25

  	
   

  	
  76/259329

  2848030

  	
   

  	
  05/18/2001

  06/01/2004

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  06/01/2010

  06/01/2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM BUTTERFLY GIFT CARD 

  	
   

  	
  N276

  MM

  	
   

  	
  50900- 

  	
   

  	
   

  	
   

  	
  



  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DOCKETED 08/08/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM CLUB and design (in circle with playing card club)
  

  	
   

  	
  N276

  MM



  	
   

  	
  46770-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  73/344389

  1232018



  	
   

  	
  01/04/1982

  03/22/1983

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 03/26/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM EDITS 

  	
   

  	
  N276

  MM



  	
   

  	
  46720-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/722662

  1516027



  	
   

  	
  04/18/1988

  12/06/1988

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  12/06/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM ESPRESSO BAR 

  	
   

  	
  N276

  MM



  	
   

  	
  46740-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  75/329151

  2162193



  	
   

  	
  07/23/1997

  06/02/1998

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/02/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM EXPRESS CARD 

  	
   

  	
  N276

  MM



  	
   

  	
  46716-USA UNITED STATES 

  	
   

  	
  SM

  36



  	
   

  	
  74/694087

  1981044



  	
   

  	
  06/26/1995

  06/18/1996

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 05/31/2002 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM GIFT CARD 

  	
   

  	
  N276

  MM



  	
   

  	
  46738-USA UNITED STATES 

  	
   

  	
  SM

  36



  	
   

  	
  75/279273

  2137494



  	
   

  	
  04/22/1997

  02/17/1998

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/17/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM TO GO (stylized) 

  	
   

  	
  N276

  MM



  	
   

  	
  46746-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  75/568610

  2289047



  	
   

  	
  10/13/1998

  10/26/1999

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  10/26/2005

  10/26/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ON 5IVE 

  	
   

  	
  N276

  MM



  	
   

  	
  46754-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  74/321399

  1793077



  	
   

  	
  10/09/1992

  09/14/1993

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/14/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OPTIMUM SELLING 

  	
   

  	
  N276

  MM



  	
   

  	
  44272-USA UNITED STATES 

  	
   

  	
  TM

  35



  	
   

  	
  75/203781

  2101646



  	
   

  	
  11/25/1996

  09/30/1997

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 10/03/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PIGTAILS AND FROGLEGS 

  	
   

  	
  N276

  MM



  	
   

  	
  46760-USA UNITED STATES 

  	
   

  	
  TM

  14, 18, 21, 25



  	
   

  	
  74/385178

  1875185



  	
   

  	
  04/23/1993

  01/24/1995

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  CANCELLED 01/16/2001 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PLATINUM PREFERENCE REWARDS 

  	
   

  	
  N276

  MM



  	
   

  	
  52341-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  78/420272



  	
   

  	
  05/17/2004

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  PENDING 

  	
   

  	
   

  	
   

  	
   

  



 


D-6

















 


	
   

  	
   

  	
   

  	
   

  	
  CPH
  Docket

  	
   

  	
  Mark

  	
   

  	
  SERIAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Client

  	
   

  	
  Your

  	
   

  	
  Type

  	
   

  	
  NO.

  	
   

  	
  FILED

  	
   

  	
  Owner/

  	
   

  	
   

  	
   

  	
  SCHEDULED

  
	
  MARK

  	
   

  	
  Attys

  	
   

  	
  Reference

  	
   

  	
  Class

  	
   

  	
  REG.
  NO.

  	
   

  	
  ISSUED

  	
   

  	
  Registrant

  	
   

  	
  STATUS

  	
   

  	
  ACTIONS

  
	
  PLAZA 

  	
   

  	
  N276

  MM



  	
   

  	
  46771-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  73/309336

  1232831



  	
   

  	
  05/08/1981

  03/29/1983

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 03/21/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PLAZA COLLECTIONS 

  	
   

  	
  N276

  MM



  	
   

  	
  46775-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/263304

  1173731



  	
   

  	
  05/23/1980

  10/13/1981

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/13/2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PLAZAPAPERS 

  	
   

  	
  N276

  MM



  	
   

  	
  46733-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  73/373101

  1239854



  	
   

  	
  07/06/1982

  05/24/1983

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 05/30/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R ROOM 

  	
   

  	
  N276

  MM



  	
   

  	
  44088-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  75/838524



  	
   

  	
  11/03/1999

  ITU

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  ABANDONED 03/27/2001 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R.S.V.P. (stylized) 

  	
   

  	
  N276

  MM



  	
   

  	
  45710-USA UNITED STATES 

  	
   

  	
  TM

  18



  	
   

  	
  72/239168

  819689



  	
   

  	
  02/18/1966

  12/06/1966

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  12/06/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RIVER 

  	
   

  	
  N276

  MM



  	
   

  	
  45707-USA UNITED STATES 

  	
   

  	
  TM

  24



  	
   

  	
  72/116948

  725408



  	
   

  	
  03/31/1961

  12/19/1961

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 12/17/2001 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RIVER (stylized in the color red) 

  	
   

  	
  N276

  MM



  	
   

  	
  46778-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  73/167545

  1193657



  	
   

  	
  05/25/1978

  04/13/1982

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/13/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RIVER and design (backwards R and bull head in
  box) 

  	
   

  	
  N276

  MM



  	
   

  	
  46735-USA UNITED STATES 

  	
   

  	
  TM

  29, 30

  	
   

  	
  73/396230

  1288052

  	
   

  	
  09/30/1982

  07/31/1984

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  07/31/2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RIVER and design (backwards R and bull head in
  box) 

  	
   

  	
  N276

  MM

  	
   

  	
  46743-USA UNITED STATES 

  	
   

  	
  TM

  29, 30, 31

  32

  	
   

  	
  75/415889

  2209125



  	
   

  	
  01/09/1998

  12/08/1998

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  12/08/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RIVER and design (backwards R and bull head in
  box) 

  	
   

  	
  N276

  MM



  	
   

  	
  46774-USA UNITED STATES 

  	
   

  	
  TM

  29



  	
   

  	
  73/256306

  1208730



  	
   

  	
  03/31/1980

  09/14/1982

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 04/22/2002 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RIVER and design (backwards R and bull head in
  box) 

  	
   

  	
  N276

  MM



  	
   

  	
  46777-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  73/173106

  1191732



  	
   

  	
  06/05/1978

  03/09/1982

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 03/04/2002 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SETTEBELLO 

  	
   

  	
  N276

  MM



  	
   

  	
  45709-USA UNITED STATES 

  	
   

  	
  TM

  25



  	
   

  	
  72/168212

  765581



  	
   

  	
  05/06/1963

  02/25/1964

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 002/26/2004 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SGF 

  	
   

  	
  N276

  MM



  	
   

  	
  46711-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/469716

  1314040



  	
   

  	
  03/12/1984

  01/08/1985

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/08/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SILVER KEY CLUB 

  	
   

  	
  N276

  MM



  	
   

  	
  46728-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/471750

  1341641



  	
   

  	
  03/23/1984

  06/11/1985

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/11/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SILVER KEY SERVICES 

  	
   

  	
  N276

  MM



  	
   

  	
  4629-USA UNITED STATES

  	
   

  	
  SM

  42



  	
   

  	
  73/471809

  1345248



  	
   

  	
  03/23/1984

  06/25/1985

  	
   

  	
  The Neiman Marcus Group, Inc.  

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE

  	
   

  	
  06/25/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SWEET IMITATIONS 

  	
   

  	
  N276

  MM



  	
   

  	
  46718-USA UNITED STATES 

  	
   

  	
  TM

  30



  	
   

  	
  73/342762

  1926605



  	
   

  	
  12/27/1992

  10/10/1995

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/10/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SWEET PEPPERS 

  	
   

  	
  N276

  MM



  	
   

  	
  46753-USA UNITED STATES 

  	
   

  	
  TM

  30



  	
   

  	
  74/308816

  1766092



  	
   

  	
  08/2/1992

  04/20/1993

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/20/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE ADDITION 

  	
   

  	
  N276

  MM



  	
   

  	
  53426-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  78/510213



  	
   

  	
  11/02/2004

  	
   

  	
  The Neiman Marcus Group, Inc.

  	
   

  	
  PENDING

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE ART OF FASHION 

  	
   

  	
  N276

  MM



  	
   

  	
  46739-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  75/377610

  2277234



  	
   

  	
  10/22/1997

  09/14/1999

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  09/14/2005

  09/14/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE BOOK 

  	
   

  	
  N276

  MM



  	
   

  	
  44829-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  75/606549

  2317384



  	
   

  	
  12/16/1998

  02/08/2000

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  02/08/2006

  02/08/2010

  



 


D-7

















 


	
   

  	
   

  	
   

  	
   

  	
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  Your

  	
   

  	
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  MARK

  	
   

  	
  Attys

  	
   

  	
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  REG.
  NO.

  	
   

  	
  ISSUED

  	
   

  	
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  ACTIONS

  
	
  THE BOOK 

  	
   

  	
  N276

  MM

  	
   

  	
  48461-USA UNITED STATES 

  	
   

  	
  SM

  35

  	
   

  	
  76/417927

  2697746



  	
   

  	
  06/05/2002

  03/18/2003



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  03/18/2009

  03/18/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE BRIDAL GIFTKEEPER 

  	
   

  	
  N276

  MM



  	
   

  	
  46723-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/529226

  1384856



  	
   

  	
  03/28/1985

  02/25/1986



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/25/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE BRIEF 

  	
   

  	
  N276

  MM



  	
   

  	
  46742-USA UNITED STATES 

  	
   

  	
  TM

  16



  	
   

  	
  75/316288

  2185192



  	
   

  	
  06/27/1997

  08/25/1998



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 08/30/2004 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE CHEF’S CATALOG 

  	
   

  	
  N276

  MM



  	
   

  	
  46747-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/206464

  1277563



  	
   

  	
  03/08/1979

  05/08/1984



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  05/08/2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE COOKERY 

  	
   

  	
  N276

  MM



  	
   

  	
  45698-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  72/459299

  1003549



  	
   

  	
  06/04/1973

  01/28/1975



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/28/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE FRESHMARKET 

  	
   

  	
  N276

  MM



  	
   

  	
  46721-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  74/225486

  1804890



  	
   

  	
  11/24/1991

  11/16/1993



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  11/16/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE GALLERIES OF NEIMAN MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  46744-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  75/402445

  2255093



  	
   

  	
  12/06/1997

  06/22/1999



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  06/22/2005

  06/22/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE MERMAID BAR 

  	
   

  	
  N276

  MM



  	
   

  	
  4460-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  74/225488

  1726520



  	
   

  	
  11/26/1991

  10/20/1992



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/20/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE NM CAFE 

  	
   

  	
  N276

  MM



  	
   

  	
  44462-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  74/212602

  1726506



  	
   

  	
  10/11/1991

  10/20/1992



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/20/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE ZODIAC 

  	
   

  	
  N276

  MM



  	
   

  	
  46769-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  72/355186

  1218744



  	
   

  	
  03/18/1982

  11/30/1982



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  11/30/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRIFLES 

  	
   

  	
  N276

  MM



  	
   

  	
  46710-USA UNITED STATES 

  	
   

  	
  SM

  42



  	
   

  	
  73/769793

  1557360



  	
   

  	
  12/16/1988

  09/19/1989



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/19/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRIFLES and design 

  	
   

  	
  N276

  MM



  	
   

  	
  44465-USA UNITED STATES 

  	
   

  	
  TM

  16



  	
   

  	
  73/154394

  1108630



  	
   

  	
  01/06/1978

  12/12/1978



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  12/12/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERY BERGDORF 

  	
   

  	
  N276

  MM



  	
   

  	
  50600-USA UNITED STATES 

  	
   

  	
  SM

  35



  	
   

  	
  78/270175

  2856065



  	
   

  	
  07/03/2003

  06/22/2004



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  SECTIONS 8 & 15 DUE RENEWAL DUE 

  	
   

  	
  06/22/2010

  06/22/2014

  



 


Foreign
Trademarks


 


	
   

  	
   

  	
   

  	
   

  	
  CPH
  Docket

  	
   

  	
  Mark

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Your

  	
   

  	
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  SERIAL
  NO.

  	
   

  	
  FILED

  	
   

  	
  Owner/

  	
   

  	
   

  	
   

  	
  SCHEDULED

  
	
  MARK

  	
   

  	
  Attys

  	
   

  	
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  REG.
  NO.

  	
   

  	
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  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM

  	
   

  	
  44461-BEN BENELUX 

  	
   

  	
  TM

  25

  	
   

  	
  708867

  443575

  	
   

  	
  12/23/1987

  12/23/1987

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  12/23/2007 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM

  	
   

  	
  44461-BEN (01)

  BENELUX

  	
   

  	
  SM

  35, 39

  	
   

  	
  709299

  157422

  	
   

  	
  12/23/1985

  12/23/1987

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  12/23/2005 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM



  	
   

  	
  44461-COL COLOMBIA 

  	
   

  	
  TM

  35



  	
   

  	
  244452

  121107



  	
   

  	
  05/09/1985

  04/21/1988



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/20/2013 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM



  	
   

  	
  44461-ECM EUROPEAN COMMUNITY 

  	
   

  	
  TM

  03, 14, 18, 21, 25, 28, 29, 30

  	
   

  	
  176628

  176628



  	
   

  	
  04/01/1996

  02/22/1999



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/01/2006 

  



 


D-8

















 


	
   

  	
   

  	
   

  	
   

  	
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  Client

  	
   

  	
  Your

  	
   

  	
  Type

  	
   

  	
  SERIAL
  NO.

  	
   

  	
  FILED

  	
   

  	
  Owner/

  	
   

  	
   

  	
   

  	
  SCHEDULED

  
	
  MARK

  	
   

  	
  Attys

  	
   

  	
  Reference

  	
   

  	
  Class

  	
   

  	
  REG.
  NO.

  	
   

  	
  ISSUED

  	
   

  	
  Registrant

  	
   

  	
  STATUS

  	
   

  	
  ACTIONS

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM



  	
   

  	
  44461-FRA FRANCE 

  	
   

  	
  TM

  03, 14, 18, 25



  	
   

  	
  1387741



  	
   

  	
  02/20/1967

  02/20/1967



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/05/2007 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM



  	
   

  	
  44461-GER GERMANY 

  	
   

  	
  TM

  03, 14, 18, 25



  	
   

  	
  854715



  	
   

  	
  02/15/1967

  02/15/1967



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/28/2007 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM



  	
   

  	
  44461-ITA ITALY 

  	
   

  	
  TM

  03, 14, 18, 25



  	
   

  	
  10799C/67

  780098



  	
   

  	
  03/01/1967

  03/01/1967



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  03/01/2007 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM

  	
   

  	
  44461-JPN JAPAN 

  	
   

  	
  TM

  20, 24, 25 

  	
   

  	
  129598/73

  1648446

  	
   

  	
  08/13/1973

  01/26/1984

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/26/2014 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM

  	
   

  	
  44461-PAR PARAGUAY 

  	
   

  	
  TM

  25

  	
   

  	
  87/915



  	
   

  	
  02/12/1987



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  PENDING 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM

  	
   

  	
  44461-PAR (01) PARAGUAY 

  	
   

  	
  TM

  28

  	
   

  	
  87/916



  	
   

  	
  02/12/1987



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  PENDING 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM

  	
   

  	
  44461-PAR (02) PARAGUAY 

  	
   

  	
  SM

  35

  	
   

  	
  87/917



  	
   

  	
  02/12/1987



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  PENDING 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN 

  	
   

  	
  N276

  MM

  	
   

  	
  44461-PRC CHINA 

  	
   

  	
  TM

  28

  	
   

  	
  3013771

  3013771

  	
   

  	
  11/08/2001

  01/28/2003

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/27/2013 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN (stylized) 

  	
   

  	
  N276

  MM

  	
   

  	
  43073-CAN CANADA 

  	
   

  	
  TM

  03, 14, 18, 20, 25

  	
   

  	
  307862

  165467



  	
   

  	
  09/22/1967

  10/03/1969



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/03/2014 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN (stylized) 

  	
   

  	
  N276MM



  	
   

  	
  43073-CAN (01) CANADA 

  	
   

  	
  SM



  	
   

  	
  371945

  213031



  	
   

  	
  01/25/1974

  04/02/1976



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/02/2006 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN (stylized) 

  	
   

  	
  N276

  MM



  	
   

  	
  43073-CAN (02) CANADA 

  	
   

  	
  TM



  	
   

  	
  307860

  165316



  	
   

  	
  09/22/1967

  09/26/1969



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/26/2014 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN AND DESIGN (building) 

  	
   

  	
  N276

  MM

  	
   

  	
  46751-AUS AUSTRALIA 

  	
   

  	
  TM

  25

  	
   

  	
  A279186

  A279186

  	
   

  	
  06/12/1974

  10/13/1975

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/12/2009 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN AND DESIGN (building) 

  	
   

  	
  N276

  MM



  	
   

  	
  46751-ENG UNITED KINGDOM 

  	
   

  	
  TM

  25



  	
   

  	
  1024846

  1024846



  	
   

  	
  02/12/1974

  02/12/1974



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/12/2005 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design (helmet) 

  	
   

  	
  N276

  MM



  	
   

  	
  45713-ENG UNITED KINGDOM 

  	
   

  	
  TM

  25



  	
   

  	
  987680

  987680



  	
   

  	
  02/18/1972

  02/18/1972



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/18/2007 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design (M made of parallel lines) 

  	
   

  	
  N276

  MM



  	
   

  	
  46758-FRA FRANCE 

  	
   

  	
  TM

  03, 09, 11, 14, 16, 18, 20, 21, 24, 25, 28, 34

  	
   

  	
  1487041



  	
   

  	
  10/31/1968



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/06/2008 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRAND FINALE 

  	
   

  	
  N276

  MM



  	
   

  	
  44464-CAN CANADA 

  	
   

  	
  TM/SM



  	
   

  	
  632619

  381151



  	
   

  	
  05/24/1989

  03/08/1991



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  03/08/2006 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW 

  	
   

  	
  N276

  MM



  	
   

  	
  44466-CAN CANADA 

  	
   

  	
  TM



  	
   

  	
  632621

  379980



  	
   

  	
  05/24/1989

  02/15/1991



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/15/2006 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW 

  	
   

  	
  N276

  MM

  	
   

  	
  44466-JPN JAPAN 

  	
   

  	
  TM

  20

  	
   

  	
  92117/95

  4071160

  	
   

  	
  09/08/1995

  10/17/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/17/2007 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW 

  	
   

  	
  N276

  MM

  	
   

  	
  44466-JPN (01) JAPAN 

  	
   

  	
  TM

  21

  	
   

  	
  6708/95

  4071160

  	
   

  	
  01/30/1995

  06/13/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/13/2007 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW 

  	
   

  	
  N276

  MM

  	
   

  	
  44466-JPN (02) JAPAN 

  	
   

  	
  TM

  24

  	
   

  	
  92118/95

  3350113

  	
   

  	
  09/08/1995

  10/03/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/03/2007 

  



 


D-9

















 


	
   

  	
   

  	
   

  	
   

  	
  CPH
  Docket

  	
   

  	
  Mark

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Client

  	
   

  	
  Your

  	
   

  	
  Type

  	
   

  	
  SERIAL
  NO.

  	
   

  	
  FILED

  	
   

  	
  Owner/

  	
   

  	
   

  	
   

  	
  SCHEDULED

  
	
  MARK

  	
   

  	
  Attys

  	
   

  	
  Reference

  	
   

  	
  Class

  	
   

  	
  REG.
  NO.

  	
   

  	
  ISSUED

  	
   

  	
  Registrant

  	
   

  	
  STATUS

  	
   

  	
  ACTIONS

  
	
  HORCHOW 

  	
   

  	
  N276

  MM

  	
   

  	
  44466-JPN (03) JAPAN 

  	
   

  	
  TM

  25 

  	
   

  	
  92119/95

  3354442

  	
   

  	
  09/08/1995

  10/24/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/24/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HORCHOW and design (in circle) 

  	
   

  	
  N276

  MM



  	
   

  	
  46715-CAN CANADA 

  	
   

  	
  TM/SM 

  	
   

  	
  632607

  379978



  	
   

  	
  05/24/1989

  02/15/1991



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/15/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISS BERGDORF 

  	
   

  	
  N276

  MM



  	
   

  	
  44456-AUS AUSTRALIA 

  	
   

  	
  TM

  25



  	
   

  	
  A281891

  A281891



  	
   

  	
  09/19/1974

  09/19/1974



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/19/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISS BERGDORF 

  	
   

  	
  N276

  MM



  	
   

  	
  44456-CAN CANADA 

  	
   

  	
  TM

  03



  	
   

  	
  380529

  212712



  	
   

  	
  11/14/1974

  03/12/1976



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  03/12/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISS BERGDORF 

  	
   

  	
  N276

  MM



  	
   

  	
  44456-ENG UNITED KINGDOM 

  	
   

  	
  TM

  25



  	
   

  	
  1061201

  1061201



  	
   

  	
  04/05/1976

  04/05/1976



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/05/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  N-M IN SQUARE and design 

  	
   

  	
  N276

  MM



  	
   

  	
  44459-FRA FRANCE 

  	
   

  	
  TM

  03, 09, 11, 14, 16, 18, 20, 21, 24, 25, 28, 34

  	
   

  	
  71093



  	
   

  	
  08/03/1968

  10/31/1968



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  08/03/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  N.M. 

  	
   

  	
  N276

  MM



  	
   

  	
  46750-MON MONACO 

  	
   

  	
  TM

  03, 05, 21

  	
   

  	
  96-17210



  	
   

  	
  06/27/1966

  06/27/1966



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/27/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  42673-ARG ARGENTINA 

  	
   

  	
  SM

  35

  	
   

  	
  2091144

  1869241

  	
   

  	
  07/10/1997

  04/29/2002

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/29/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  42673-BRA BRAZIL 

  	
   

  	
  TM

  25.10, 25.20, 25.30

  	
   

  	
  818619490

  818619490



  	
   

  	
  06/30/1995

  10/14/19997



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/14/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  42673-CHI CHILE 

  	
   

  	
  TM

  25

  	
   

  	
  123417

  604763

  	
   

  	
  12/16/1988

  05/17/1991

  	
   

  	
  NM NEVADA TRUST 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/04/2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  42673-ECM EUROPEAN COMMUNITY 

  	
   

  	
  TM

  03, 14, 18, 21, 25, 28, 29, 30

  	
   

  	
  176560

  176560



  	
   

  	
  04/01/1996

  11/25/1998



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/01/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  42673-ENG UNITED KINGDOM 

  	
   

  	
  TM

  25



  	
   

  	
  1522317

  1522317



  	
   

  	
  12/24/1992

  11/25/1994



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  12/24/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  42673-HKO HONG KONG 

  	
   

  	
  SM

  42

  	
   

  	
  92/09614

  6034/94

  	
   

  	
  04/01/1992

  10/14/1994

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/01/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  42673-JPN JAPAN 

  	
   

  	
  TM

  03, 06, 08, 10, 14, 18, 21, 25, 26

  	
   

  	
  78627/88

  2297503



  	
   

  	
  07/11/1988

  01/31/1991



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  01/31/2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  42673-JPN (01) JAPAN 

  	
   

  	
  TM

  21

  	
   

  	
  92121/95

  4064383

  	
   

  	
  09/08/1995

  10/03/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/03/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  42673 JPN (02) JAPAN 

  	
   

  	
  TM

  20

  	
   

  	
  92120/95

  4071161

  	
   

  	
  09/08/1995

  10/17/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/17/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  42673-JPN (03) JAPAN 

  	
   

  	
  TM

  24

  	
   

  	
  92122/95

  4002773

  	
   

  	
  09/08/1995

  05/23/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  05/23/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  42673-KOR KOREA 

  	
   

  	
  SM

  25, 35, 42

  	
   

  	
  98-11

  343

  	
   

  	
  03/02/1998

  08/25/1999

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  08/25/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  42673-PER PERU 

  	
   

  	
  TM

  25

  	
   

  	
  215588

  1825

  	
   

  	
  02/04/1993

  10/12/1993

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/12/2013

  



 


D-10
















 


	
   

  	
   

  	
   

  	
   

  	
  CPH
  Docket

  	
   

  	
  Mark

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Client

  	
   

  	
  Your

  	
   

  	
  Type

  	
   

  	
  SERIAL
  NO.

  	
   

  	
  FILED

  	
   

  	
  Owner/

  	
   

  	
   

  	
   

  	
  SCHEDULED

  
	
  MARK

  	
   

  	
  Attys

  	
   

  	
  Reference

  	
   

  	
  Class

  	
   

  	
  REG.
  NO.

  	
   

  	
  ISSUED

  	
   

  	
  Registrant

  	
   

  	
  STATUS

  	
   

  	
  ACTIONS

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  42673-SAU SAUDI ARABIA 

  	
   

  	
  TM

  25



  	
   

  	
  8631

  212/97



  	
   

  	
  03/19/1989

  03/19/1989



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  08/12/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  42673-TUR TURKEY 

  	
   

  	
  TM/SM

  25, 35

  	
   

  	
  2000/13063

  2000/13063

  	
   

  	
  06/29/2000

  06/29/2000

  	
   

  	
  NM NEVADA TRUST 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/29/2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  44995-PRC CHINA 

  	
   

  	
  TM

  25

  	
   

  	
  3280328



  	
   

  	
  08/20/2002



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  PENDING 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  49101-INO INDONESIA 

  	
   

  	
  TM

  25

  	
   

  	
  0179501821



  	
   

  	
  01/24/2003



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  PENDING 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  43910-BEN BENELUX 

  	
   

  	
  TM

  25

  	
   

  	
  708866

  443574



  	
   

  	
  12/23/1987

  12/23/1987

  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  12/23/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  43910-BEN (01) BENELUX 

  	
   

  	
  SM

  35, 39



  	
   

  	
  709298

  157421



  	
   

  	
  12/23/1989

  12/23/1987



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  12/23/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  43910-CAN CANADA 

  	
   

  	
  TM/SM



  	
   

  	
  353942

  191255

  	
   

  	
  06/02/1972

  05/25/1973

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  05/25/2018

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  43910-CHI CHILE 

  	
   

  	
  SM

  35, 39



  	
   

  	
  71103

  479530



  	
   

  	
  05/26/1986

  12/30/1986



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/12/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  43910-INO INDONESIA 

  	
   

  	
  TM

  03, 14

  	
   

  	
  279988



  	
   

  	
  01/27/1990

  09/17/1992

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 09/12/2002 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  43910-JPN JAPAN 

  	
   

  	
  TM

  25



  	
   

  	
  120033/72

  1166438



  	
   

  	
  08/31/1972

  10/27/1975



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/27/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  43910-MEX MEXICO 

  	
   

  	
  TM

  25

  	
   

  	
  205219

  328936

  	
   

  	
  08/31/1982

  07/14/1987

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  08/31/2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  43910-MEX (01) MEXICO 

  	
   

  	
  TM

  21

  	
   

  	
  295388



  	
   

  	
  09/19/1983

  09/19/1983

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/19/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  43910-MEX (02) MEXICO 

  	
   

  	
  TM

  21

  	
   

  	
  295389



  	
   

  	
  09/19/1983

  09/19/1983

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/19/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  43910-MEX (03) MEXICO 

  	
   

  	
  TM

  03

  	
   

  	
  295390



  	
   

  	
  09/19/1983

  09/19/1983

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/19/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  43910-MEX (04) MEXICO 

  	
   

  	
  TM

  14

  	
   

  	
  295387



  	
   

  	
  09/19/1983

  09/19/1983

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/19/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  43910-MEX (05) MEXICO 

  	
   

  	
  TM

  18

  	
   

  	
  295386



  	
   

  	
  09/19/1983

  09/19/1983

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/19/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  43910-MEX (06) MEXICO 

  	
   

  	
  SM

  42

  	
   

  	
  150590

  230608

  	
   

  	
  08/21/1979

  08/21/1979

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  08/21/2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS 

  	
   

  	
  N276

  MM



  	
   

  	
  43910-MON MONACO 

  	
   

  	
  TM

  03, 05, 21



  	
   

  	
  96-17209



  	
   

  	
  06/27/1966

  06/27/1966



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/27/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS (script) 

  	
   

  	
  N276

  MM

  	
   

  	
  42715-URU URUGUAY 

  	
   

  	
  TM

  25

  	
   

  	
  191339

  179567

  	
   

  	
  01/13/1984

  03/21/1985

  	
   

  	
  NM NEVADA TRUST 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  03/21/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS (stylized) 

  	
   

  	
  N276

  MM



  	
   

  	
  44463-FRA FRANCE 

  	
   

  	
  TM

  03, 09, 11, 14, 16, 18, 20, 21, 24, 25, 28, 34

  	
   

  	
  71092



  	
   

  	
  10/31/1968

  10/31/1968



  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  08/03/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS and design (helmet) 

  	
   

  	
  N276

  MM



  	
   

  	
  44457-AUS AUSTRALIA 

  	
   

  	
  TM

  25



  	
   

  	
  279185

  B279185



  	
   

  	
  06/12/1974

  06/12/1974



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/12/2009

  



 


D-11

















 


	
   

  	
   

  	
   

  	
   

  	
  CPH
  Docket

  	
   

  	
  Mark

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Client

  	
   

  	
  Your

  	
   

  	
  Type

  	
   

  	
  SERIAL
  NO.

  	
   

  	
  FILED

  	
   

  	
  Owner/

  	
   

  	
   

  	
   

  	
  SCHEDULED

  
	
  MARK

  	
   

  	
  Attys

  	
   

  	
  Reference

  	
   

  	
  Class

  	
   

  	
  REG.
  NO.

  	
   

  	
  ISSUED

  	
   

  	
  Registrant

  	
   

  	
  STATUS

  	
   

  	
  ACTIONS

  
	
  NEIMAN-MARCUS and design (helmet) 

  	
   

  	
  N276

  MM

  	
   

  	
  44457-HKO

  HONG KONG 

  	
   

  	
  TM

  25

  	
   

  	
  2119/79

  69/81

  	
   

  	
  09/24/1979

  09/24/1979

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/24/2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS and Katakana 

  	
   

  	
  N276

  MM

  	
   

  	
  44458-JPN (01)

  JAPAN 

  	
   

  	
  TM

  18, 21, 25, 26

  	
   

  	
  86432/79

  1607515

  	
   

  	
  11/14/1979

  07/28/1983

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  0728/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS and Katakana 

  	
   

  	
  N276

  MM

  	
   

  	
  44458-JPN (01)

  JAPAN 

  	
   

  	
  TM

  04

  	
   

  	
  14915/79

  1618015

  	
   

  	
  03/05/1979

  09/29/1983

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  09/29/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS and Katakana 

  	
   

  	
  N276

  MM



  	
   

  	
  44458-JPN (02)

  JAPAN 

  	
   

  	
  TM

  24



  	
   

  	
  86434/79

  1758188

  	
   

  	
  11/14/1979

  04/03/1985



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/03/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS and Katakana 

  	
   

  	
  N276

  MM



  	
   

  	
  44458-JPN (03)

  JAPAN 

  	
   

  	
  TM

  25



  	
   

  	
  31809/73

  1194625

  	
   

  	
  02/21/1973

  04/12/1976



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  04/12/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEIMAN-MARCUS and Katakana 

  	
   

  	
  N276

  MM



  	
   

  	
  44458-JPN (04)

  JAPAN 

  	
   

  	
  TM

  09, 14



  	
   

  	
  86433/79

  1586076

  	
   

  	
  11/14/1979

  05/26/1983



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  05/26/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM DIRECT 

  	
   

  	
  N276

  MM

  	
   

  	
  46766-MEX

  MEXICO 

  	
   

  	
  SM

  42

  	
   

  	
  189493

  500754

  	
   

  	
  08/15/1994

  08/11/1995

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 03/26/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  46752-JPN

  JAPAN 

  	
   

  	
  TM

  20

  	
   

  	
  92124/95

  4071162

  	
   

  	
  09/08/1995

  10/17/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/17/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  46752-JPN (01)

  JAPAN 

  	
   

  	
  TM

  21

  	
   

  	
  92125/95

  4064384

  	
   

  	
  09/08/1995

  10/03/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  10/03/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  46752-UPN (02)

  JAPAN 

  	
   

  	
  TM

  24

  	
   

  	
  92126/95

  4002774

  	
   

  	
  09/08/1995

  05/23/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  05/23/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM NEIMAN MARCUS 

  	
   

  	
  N276

  MM

  	
   

  	
  46752-JPN (03)

  JAPAN 

  	
   

  	
  TM

  25

  	
   

  	
  92127/95

  4009125

  	
   

  	
  09/08/1995

  06/06/1997

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/06/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PASTILLE 

  	
   

  	
  N276

  MM



  	
   

  	
  46767-MEX

  MEXICO 

  	
   

  	
  TM

  25



  	
   

  	
  163055

  436573

  	
   

  	
  03/16/1993

  06/29/1993



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 02/26/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PASTILLE 

  	
   

  	
  N276

  MM



  	
   

  	
  46767-MEX (01)

  MEXICO 

  	
   

  	
  SM

  42



  	
   

  	
  163056

  437051

  	
   

  	
  03/16/1993

  07/08/1993



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 10/10/2002 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PASTILLE 

  	
   

  	
  N276

  MM

  	
   

  	
  46767-PRI

  PUERTO RICO 

  	
   

  	
  TM

  25

  	
   

  	
  8044

  8044

  	
   

  	
  10/13/1992

  10/13/1992

  	
   

  	
  NM Nevada Trust 

  	
   

  	
  LAPSED 10/10/2002 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PASTILLE 

  	
   

  	
  N276

  MM

  	
   

  	
  46767-PRI PUERTO RICO 

  	
   

  	
  SM

  42

  	
   

  	
  7967

  7967

  	
   

  	
  10/13/1992

  10/13/1992



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 10/10/2002 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RIVER and design (backwards R and bull head in
  box) 

  	
   

  	
  N276

  MM



  	
   

  	
  46743-JPN

  JAPAN 

  	
   

  	
  TM

  30



  	
   

  	
  179891/97

  4258331

  	
   

  	
  11/27/1997

  04/02/1999



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  REGISTERED 

  	
   

  	
  04/02/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RIVER and design (backwards R and bull head in
  box) 

  	
   

  	
  N276

  MM



  	
   

  	
  46735-JPN(01)

  JAPAN 

  	
   

  	
  TM

  29



  	
   

  	
  92123/95

  4034705

  	
   

  	
  09/08/1995

  07/25/1997



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  07/25/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ROBERTO VIANNI 

  	
   

  	
  N276

  MM



  	
   

  	
  46764-ITA

  ITALY 

  	
   

  	
  TM

  25



  	
   

  	
  M192C006062

  64939

  	
   

  	
  08/31/1992

  05/05/1995



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 05/31/2002 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SGF 

  	
   

  	
  N276

  MM



  	
   

  	
  46711-CAN

  CANADA 

  	
   

  	
  SM



  	
   

  	
  632618

  379979

  	
   

  	
  0524/1989

  02/15/1991



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/15/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRIFLES 

  	
   

  	
  N276

  MM

  	
   

  	
  49710-CAN

  CANADA 

  	
   

  	
  TM/SM



  	
   

  	
  632620

  380755

  	
   

  	
  05/24/1989

  03/01/1991



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  03/01/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CAFE VIENNA 

  	
   

  	
  N276

  MM



  	
   

  	
  46765-NY

  NEW YORK 

  	
   

  	
  SM

  42



  	
   

  	
  S-12667

  	
   

  	
  07/15/1991

  08/13/1991



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 08/24/2001 

  	
   

  	
   

  	
   

  	
   

  



 


D-12

















 


	
   

  	
   

  	
   

  	
   

  	
  CPH
  Docket

  	
   

  	
  Mark

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Client

  	
   

  	
  Your

  	
   

  	
  Type

  	
   

  	
  SERIAL
  NO.

  	
   

  	
  FILED

  	
   

  	
  Owner/

  	
   

  	
   

  	
   

  	
  SCHEDULED

  
	
  MARK

  	
   

  	
  Attys

  	
   

  	
  Reference

  	
   

  	
  Class

  	
   

  	
  REG.
  NO.

  	
   

  	
  ISSUED

  	
   

  	
  Registrant

  	
   

  	
  STATUS

  	
   

  	
  ACTIONS

  
	
  ON 5IVE CAFÉ 

  	
   

  	
  N276

  MM 

  	
   

  	
  49680-NY NEW YORK 

  	
   

  	
  SM

  42 

  	
   

  	
  S-13375 

  	
   

  	
  01/21/1993

  01/22/1993



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  LAPSED 02/13/2003 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ON 5IVE CAFÉ 

  	
   

  	
  N276

  MM 

  	
   

  	
  49748-NY NEW YORK 

  	
   

  	
  TM

  42 

  	
   

  	
  S-18253 

  	
   

  	
  02/11/2003



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  02/11/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE ROTUNDA 

  	
   

  	
  N276

  MM 

  	
   

  	
  46763-CA CALIFORNIA 

  	
   

  	
  SM

  42 

  	
   

  	
  40588 

  	
   

  	
  06/19/1992



  	
   

  	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  REGISTERED 

  	
   

  	
  RENEWAL DUE 

  	
   

  	
  06/19/2012

  



 


Copyrights


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Regisration

  	
   

  	
  Effective Date Of

  	
   

  
	
  Author

  	
   

  	
  Copyright Description

  	
   

  	
  NMG Id

  	
   

  	
  No.

  	
   

  	
  Registration

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Jeweled Tiger 

  	
   

  	
  NM 20001 

  	
   

  	
  VA 1-172-404 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Tiger Print 

  	
   

  	
  NM20002 

  	
   

  	
  VA 1-172-405 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Amber Crystal Turtle 

  	
   

  	
  NM20003 

  	
   

  	
  VA 1-172-407 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Mahogany Egg 

  	
   

  	
  NM20004 

  	
   

  	
  VA 1-172-406 

  	
   

  	
  1/21/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Amber Scallops 

  	
   

  	
  NM2006 

  	
   

  	
  VA 1-172-409 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Jungle Harlequin 

  	
   

  	
  NM20008 

  	
   

  	
  VA 1-172-408 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Jungle Florentine 

  	
   

  	
  NM20009 

  	
   

  	
  VA 1-172-440 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Amber Jeweled Egg 

  	
   

  	
  NM20010 

  	
   

  	
  VA 1-172-439 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Green Jeweled Egg 

  	
   

  	
  NM20011 

  	
   

  	
  VA 1-172-438 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Red Jeweled Egg 

  	
   

  	
  NM20012 

  	
   

  	
  VA 1-172-437 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Small Golden Finial 

  	
   

  	
  NM20016 

  	
   

  	
  VA 1-172-412 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Large Plum Finial 

  	
   

  	
  NM20018 

  	
   

  	
  VA 1-172-410 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Large Topaz Finial 

  	
   

  	
  NM20019 

  	
   

  	
  VA 1-172-395 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Large Red Finial 

  	
   

  	
  NM20020 

  	
   

  	
  VA 1-172-394 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Bejeweled Butterfly 

  	
   

  	
  NM20021 

  	
   

  	
  VA 1-172-431 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Salamander Egg 

  	
   

  	
  NM20024 

  	
   

  	
  VA 1-172-430 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Dragon Fly Egg 

  	
   

  	
  NM20025 

  	
   

  	
  VA 1-172-435 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Starburst Heart 

  	
   

  	
  NM20026 

  	
   

  	
  VA 1-172-434 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Jeweled Heart 

  	
   

  	
  NM20027 

  	
   

  	
  VA 1-172-433 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Plum Ball 

  	
   

  	
  NM20028 

  	
   

  	
  VA 1-172-432 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Red Crystal Ball 

  	
   

  	
  NM20029 

  	
   

  	
  VA 1-172-445 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Plum Ball 

  	
   

  	
  NM20030 

  	
   

  	
  VA 1-172-444 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Gold Moons/Stars 

  	
   

  	
  NM20033 

  	
   

  	
  VA 1-172-443 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Amber Daisy 

  	
   

  	
  NM20034 

  	
   

  	
  VA 1-172-442 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Red Daisy 

  	
   

  	
  NM20035 

  	
   

  	
  VA 1-172-441 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc.
  

  	
   

  	
  Jay Strongwater Christmas
  Ornament: Plum Swirls 

  	
   

  	
  NM20036 

  	
   

  	
  VA 1-172-416 

  	
   

  	
  1/31/2003 

  	
   

  



 


D-13

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Regisration

  	
   

  	
  Effective Date Of

  	
   

  
	
  Author

  	
   

  	
  Copyright Description

  	
   

  	
  NMG Id

  	
   

  	
  No.

  	
   

  	
  Registration

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Swirls 

  	
   

  	
  NM20037 

  	
   

  	
  VA 1-172-415 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Glass Heart 

  	
   

  	
  NM20038 

  	
   

  	
  VA 1-172-414 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Jeweled Ball
  

  	
   

  	
  NM20039 

  	
   

  	
  VA 1-172-413 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Jeweled Gift 

  	
   

  	
  NM20040 

  	
   

  	
  VA 1-172-436 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Bow Egg 

  	
   

  	
  NM20041 

  	
   

  	
  VA 1-172-398 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Scallop 

  	
   

  	
  NM20042 

  	
   

  	
  VA 1-172-397 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Phoenix Egg 

  	
   

  	
  NM20043 

  	
   

  	
  VA 1-172-396 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Scroll Egg 

  	
   

  	
  NM20045 

  	
   

  	
  VA 1-172-425 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Plum Lattice
  Heart 

  	
   

  	
  NM20046 

  	
   

  	
  VA 1-172-424 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Frog Egg 

  	
   

  	
  NM20047 

  	
   

  	
  VA 1-172-423 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Green Frog Egg 

  	
   

  	
  NM20048 

  	
   

  	
  VA 1-172-417 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Turtle Egg 

  	
   

  	
  NM20049 

  	
   

  	
  VA 1-172-402 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Green Turtle Egg
  

  	
   

  	
  NM20050 

  	
   

  	
  VA 1-172-401 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Butterfly
  Egg 

  	
   

  	
  NM20051 

  	
   

  	
  VA 1-172-400 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Green Butterfly
  Egg 

  	
   

  	
  NM20052 

  	
   

  	
  VA 1-172-399 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Florentine
  Star 

  	
   

  	
  NM20053 

  	
   

  	
  VA 1-172-422 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Baby’s First 

  	
   

  	
  NM20054 

  	
   

  	
  VA 1-172-421 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Florentine
  Egg 

  	
   

  	
  NM20056 

  	
   

  	
  VA 1-172-420 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Purple
  Moons/Stars 

  	
   

  	
  NM20057 

  	
   

  	
  VA 1-172-419 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Moon/Stars 

  	
   

  	
  NM20058 

  	
   

  	
  VA 1-172-418 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Salamander Egg 

  	
   

  	
  NM20059 

  	
   

  	
  VA 1-172-429 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Dark
  Amber/Florentine 

  	
   

  	
  NM20060 

  	
   

  	
  VA 1-172-428 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Plum Florentine
  Star 

  	
   

  	
  NM20061 

  	
   

  	
  VA 1-172-427 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Plum Daisy 

  	
   

  	
  NM20062 

  	
   

  	
  VA 1-172-426 

  	
   

  	
  1/31/2003 

  	
   

  
	
  The Neiman Marcus Group, Inc. 

  	
   

  	
  Jay Strongwater Christmas Ornament: Red Scroll Egg 

  	
   

  	
  NM20066 

  	
   

  	
  VA 1-172-403 

  	
   

  	
  1/31/2003 

  	
   

  



 


D-14

















 


EXHIBIT E

(See Article II and Section 3.12
of Agreement)


 


COMMERCIAL TORT CLAIMS


 


1.             The
Neiman Marcus Group, Inc., Bergdorf Goodman, Inc., and NM Nevada
Trust, are Plaintiffs in a civil litigation filed against Manila Industries, Inc.
and Munish Krishan. The case is presently pending in the United States District
Court, Central District of California (Case No. 2:05-CV-04781-JSL-MANx).
The Complaint seeks statutory damages, actual damages and attorneys’ fees in
excess of $1 million, as well as permanent injunctive relief.


 


E-1
















 


EXHIBIT F

(See Section 3.11 of Agreement and Definition of “Pledged Collateral”)


 


LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER
INVESTMENT

PROPERTY


 


	
  Grantor

  	
   

  	
  Interest Issued

  	
   

  	
  Record and

  Beneficial Owner

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Newton Acquisition Merger Sub, Inc.

  	
   

  	
  900 shares of Common Stock  

  $0.01 par value

  	
   

  	
  Newton Acquisition, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Neiman Marcus
  Group, Inc.

  	
   

  	
  900 shares of Common Stock 

  $0.01 par value (3)

  	
   

  	
  Newton Acquisition, Inc. (3)

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bergdorf Goodman, Inc.

  	
   

  	
  1,000 shares of Common Stock 

  $1.00 par value

  	
   

  	
  Neiman Marcus Holdings, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bergdorf Graphics, Inc.

  	
   

  	
  1,000 shares of Common Stock 

  $0.01 par value

  	
   

  	
  Bergdorf Goodman, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BergdorfGoodman. com, LLC

  	
   

  	
  Membership interests

  	
   

  	
  The Neiman Marcus Group, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Neiman Marcus
  Holdings, Inc.

  	
   

  	
  100 shares of Common Stock

  $1.00 par value

  	
   

  	
  The Neiman Marcus Group, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Neiman Marcus Special
  Events, Inc.

  	
   

  	
  10 shares of Common Stock

  No par value

  	
   

  	
  The Neiman Marcus Group, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEMA Beverage Corporation

  	
   

  	
  100 shares of Common Stock  

  $1.00 par value

  	
   

  	
  NEMA Beverage Holding  Corporation

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEMA Beverage Holding
  Corporation

  	
   

  	
  100 shares of Common Stock  

  $1.00 par value

  	
   

  	
  NEMA Beverage Parent Corporation

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEMA Beverage Parent
  Corporation

  	
   

  	
  100 shares of Common Stock  

  $1.00 par value

  	
   

  	
  The Neiman Marcus Group, Inc.

  	
   

  	
  100

  	
  %

  



 






(3) As of October 6,
2005.


 


F-1

















 


	
  NM Financial
  Services, Inc.

  	
   

  	
  10 shares of Common Stock

  No par value

  	
   

  	
  The Neiman Marcus Group, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM Nevada Trust

  	
   

  	
  100 shares

  No par value

  	
   

  	
  1. The Neiman Marcus Group, Inc.



  2. Bergdorf Goodman, Inc.

  	
   

  	
  1. 90

   

  2. 10 

  	
  %

   

  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NMGP, LLC

  	
   

  	
  Membership interests

  	
   

  	
  The Neiman Marcus Group, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NM Kitchens, Inc.

  	
   

  	
  10 shares of Common Stock

  No par value

  	
   

  	
  The Neiman Marcus Group, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Worth Avenue Leasing Company

  	
   

  	
  10 shares of Common Stock

  $1.00 par value

  	
   

  	
  The Neiman Marcus Group, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Neiman Marcus Funding Corp.

  	
   

  	
  10 shares of Common Stock

  no par value

  	
   

  	
  The Neiman Marcus Group, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Quality Call Care Solutions
  Inc.

  	
   

  	
  1 share of Common Stock

  no par value

  	
   

  	
  The Neiman Marcus Group, Inc.

  	
   

  	
  65

  	
  %

  



 


Securities Investment Accounts


 


	
  Securities

  Intermediary

  	
   

  	
  Address

  	
   

  	
  Fund Family

  	
   

  	
  Account #

  	
   

  
	
  Total Tax-Exempt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JP Morgan Chase Bank

  	
   

  	
  Mail Code TX1-2421

  1717 Main Street, LL1 

  Dallas, TX 75201

  	
   

  	
  Fidelity Institutional Tax Exempt Class I (Fund
  #56)

  	
   

  	
  6211-8298

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wells Fargo Bank N.A.

  	
   

  	
  MAC T5303-028

  1445 Ross Avenue 

  2nd Floor

  Dallas, TX 75202

  	
   

  	
  Federated Municipal Obligations Fund

  	
   

  	
  841096

  ffc 12713798

  	
   

  



 


F-2

















 


	
  Securities

  Intermediary

  	
   

  	
  Address

  	
   

  	
  Fund Family

  	
   

  	
  Account #

  	
   

  
	
  Union Bank of California

  	
   

  	
  475 Sansome Street 15th

  Fl.  

  San Francisco, CA 94111

  	
   

  	
  Blackrock MuniCash (Fund #48)

  	
   

  	
  6731012500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Taxable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JP Morgan Chase Bank

  	
   

  	
  Mail Code TX1-2421

  1717 Main Street, LL1

  Dallas, TX 75201

  	
   

  	
  JPM Prime Money Market Capital  (Fund #3605)

  	
   

  	
  6211-8298

  	
   

  



 


F-3

















 


EXHIBIT G

(See Sections 3.1 and 3.9 of Agreement)


 


OFFICES IN WHICH FINANCING STATEMENTS

(AND, FOR INTELLECTUAL PROPERTY FILINGS, SECURITY AGREEMENTS) HAVE

BEEN FILED


 


UCC Filings and Filing Offices


 


	
  Jurisdiction

  	
   

  	
  Grantor

  
	
   

  	
   

  	
   

  
	
  New York

  	
   

  	
  Bergdorf Goodman, Inc. 

  Bergdorf Graphics, Inc.

  
	
   

  	
   

  	
   

  
	
  Delaware

  	
   

  	
  Newton Acquisition, Inc.  

  Newton Acquisition Merger Sub, Inc.  

  BergdorfGoodman.com, LLC  

  Neiman Marcus Special Events, Inc. 

  NM Financial Services, Inc.  

  NM Kitchens, Inc.  

  The Neiman Marcus Group, Inc.

  
	
   

  	
   

  	
   

  
	
  California

  	
   

  	
  Neiman Marcus Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
  Texas

  	
   

  	
  NEMA Beverage Corporation  

  NEMA Beverage Holding Corporation 

  NEMA Beverage Parent Corporation

  
	
   

  	
   

  	
   

  
	
  Massachusetts

  	
   

  	
  NM Nevada Trust

  
	
   

  	
   

  	
   

  
	
  Virginia

  	
   

  	
  NMGP, LLC

  
	
   

  	
   

  	
   

  
	
  Florida

  	
   

  	
  Worth Avenue Leasing Company

  



 


Intellectual Property Filings and Filing Offices


 


	
  Jurisdiction

  	
   

  	
  Grantor

  
	
   

  	
   

  	
   

  
	
  Unites States Patent and Trademark Office

  	
   

  	
  The Neiman Marcus Group, Inc.

  NM Nevada Trust

  
	
   

  	
   

  	
   

  
	
  United States Copyright Office

  	
   

  	
  The Neiman Marcus Group, Inc.

  



 


G-1

















 


EXHIBIT H

(See Section 4.3 of Agreement)


 


AMENDMENT


 


This Amendment, dated
                              ,
       is delivered pursuant to Section 4.3
of the Agreement as defined below. All defined terms herein shall have the
meanings ascribed thereto or incorporated by reference in the Agreement. The
undersigned hereby certifies that the representations and warranties in Article III
of the Agreement are and continue to be true and correct. The undersigned
further agrees that this Amendment may be attached to that certain Pledge and
Security and Intercreidtor Agreement, dated October 6, 2005, between the
undersigned, as the Grantors, and Credit Suisse, as the Agent, (the “Agreement”)
and that the Collateral listed on Schedule I to this Amendment shall be
and become a part of the Collateral referred to in said Agreement and shall
secure all Obligations referred to in said Agreement.


 


 


	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


10
















 


SCHEDULE I TO AMENDMENT


 


STOCKS


 


	
  Holder

  	
   

  	
  Issuer

  	
   

  	
  Certificate

  Number(s)

  	
   

  	
  Number of 

  Shares

  	
   

  	
  Class of 

  Stock

  	
   

  	
  Percentage 

  of
 Outstanding 

  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


BONDS


 


	
  Holder

  	
   

  	
  Issuer

  	
   

  	
  Number

  	
   

  	
  Face 

  Amount

  	
   

  	
  Coupon Rate

  	
   

  	
  Maturity

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


GOVERNMENT SECURITIES


 


	
  Holder

  	
   

  	
  Issuer

  	
   

  	
  Number

  	
   

  	
  Type

  	
   

  	
  Face 

  Amount

  	
   

  	
  Coupon

  Rate

  	
   

  	
  Maturity

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


OTHER SECURITIES OR OTHER INVESTMENT PROPERTY

(CERTIFICATED AND UNCERTIFICATED)


 


	
  Holder

  	
   

  	
  Issuer

  	
   

  	
  Description of 

  Collateral

  	
   

  	
  Percentage 

  Ownership Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[Add description of custody accounts or
arrangements with securities intermediary, if applicable]


 


11

















 


COMMERCIAL TORT CLAIMS


 


	
  Description
  of Claim

  	
   

  	
  Parties

  	
   

  	
  Case Number; Name of 

  Court where Case was Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


12

















 


EXHIBIT I


 


Form of Perfection
Certificate


 


I-1

















 


EXHIBIT J


 


Subsidiary Parties


 


	
  Bergdorf Goodman, Inc.

  
	
   

  
	
  Bergdorf Graphics, Inc.

  
	
   

  
	
  BergdorfGoodman.com, LLC

  
	
   

  
	
  Neiman Marcus Holdings, Inc.

  
	
   

  
	
  Neiman Marcus Special Events, Inc.

  
	
   

  
	
  NEMA Beverage Corporation

  
	
   

  
	
  NEMA Beverage Holding Corporation

  
	
   

  
	
  NEMA Beverage Parent Corporation

  
	
   

  
	
  NM Financial Services, Inc.

  
	
   

  
	
  NMGP, LLC

  
	
   

  
	
  NM Kitchens, Inc.

  
	
   

  
	
  Worth Avenue Leasing Company

  



 

















 


EXHIBIT K


 


SUPPLEMENT NO. [·] dated
as of [·] (this “Supplement”), to the Pledge and Security and
Intercreditor Agreement dated as of October 6, 2005 (the “Agreement”),
among Newton Acquisition, Inc., a Delaware corporation (the “Holdings”),
Newton Acquisition Merger Sub, Inc,, a Delaware corporation (“Merger Sub”
and, prior to the Merger, the “Borrower”), The Neiman Marcus Group, Inc.,
a Delaware corporation (“Neiman Marcus” and, after the Merger, the “Borrower”),
each Subsidiary of the Borrower party from time to time thereto (each such
subsidiary individually a “Subsidiary Party” and collectively, the “Subsidiary
Parties”; the Subsidiary Parties, Holdings and the Borrower are referred to
collectively herein as the “Grantors”), and Credit Suisse, as
administrative agent and collateral agent for the Secured Parties (the “Agent”).


 


A.    Reference is
hereby made to (a) the Credit Agreement dated as of October 6, 2005
providing for a term loan facility in an aggregate principal amount of
$1,975,000,000 (as amended, restated supplemented or otherwise modified from
time to time, the “Term Loan Credit Agreement”), among Holdings, the
Borrower, the Subsidiary Parties and Credit Suisse, as administrative agent and
collateral agent, and (b) the Indenture dated as of May 27, 1998 (as
amended, restated supplemented or otherwise modified from time to time, the “Existing
Notes Indenture”), between Neiman Marcus and The Bank of New York, as
trustee (in such capacity, the “Existing Notes Trustee”), pursuant to
which the Borrower’s 7.125% Debentures due 2028 in an initial aggregate
principal amount of $125,000,000 (the “2028 Debentures”) and the
Borrower’s 6.65% Senior Notes due 2008 in an aggregate principal amount of
$125,000,000 (the “2008 Notes”) were issued.


 


B.    Pursuant to the
Term Loan Credit Agreement, the Grantors entered into the Agreement in order to
induce the Lenders to enter into and extend credit to the Borrower under the
Term Loan Credit Agreement and to secure the Term Loan Obligations.


 


C.    Pursuant to the
Existing Notes Indenture, the Borrower may not secure the Term Loan Obligations
unless the Borrower shall have made effective provision to secure the 2028
Debentures and the 2008 Notes equally and ratably with the Term Loan
Obligations for as long as such obligations are secured by any Existing Notes
Designated Collateral.


 


E.     Capitalized
term used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Term Loan Credit Agreement and the Agreement.


 
















 


F.     Section 11.14
of the Agreement and Section 5.11 of the Term Loan Credit Agreement
provide that additional Domestic Subsidiaries of the Borrower may become
Subsidiary Parties under the Agreement by execution and delivery of an
instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this
Supplement in accordance with the requirements of the Term Loan/Note Documents
to become a Subsidiary Party under the Agreement.


 


Accordingly, the Agent and the New Subsidiary agree as
follows:


 


SECTION 1. In accordance with Section 11.14 of
the Agreement, the New Subsidiary by its signature below becomes a Subsidiary
Party and a Grantor under the Agreement with the same force and effect as if
originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees
to all the terms and provisions of the Agreement applicable to it as a
Subsidiary Party and Grantor thereunder and (b) represents and warrants
that the representations and warranties made by it as a Grantor thereunder are
true and correct on and as of the date hereof. In furtherance of the foregoing,
the New Subsidiary, as security for the payment and performance in full of the
Obligations, does hereby create and grant to the Agent, its successors and
assigns, for the benefit of the Secured Parties, their successors and assigns, a
security interest in and Lien on all of the New Subsidiary’s right, title and
interest in and to the Collateral of the New Subsidiary. Each reference to a “Grantor”
in the Agreement shall be deemed to include the New Subsidiary. The Agreement
is hereby incorporated herein by reference.


 


SECTION 2. The New Subsidiary represents and warrants
to the Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.


 


SECTION 3. This Supplement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Supplement shall become effective when
the Agent shall have received a counterpart of this Supplement that bears the
signature of the New Subsidiary and the Agent has executed a counterpart hereof.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.


 


SECTION 4. The New Subsidiary hereby represents and
warrants that (a) set forth on Schedule I attached hereto is a true and
correct schedule of the location of any and all Collateral of the New
Subsidiary, (b) set forth on Schedule II attached hereto is a true and
correct schedule of all the Pledged Collateral of the New Subsidiary, (c) set
forth on Schedule III attached hereto is a true and correct schedule of all
Patents, Trademarks and Copyrights of the New Subsidiary and (d) set forth
under its signature hereto, is the true and correct legal name of the New
Subsidiary, its jurisdiction of formation and the location of its chief
executive office.


 


2

















 


SECTION 5.   Except
as expressly supplemented hereby, the Pledge and Security Agreement shall
remain in full force and effect.


 


SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7. In case any one or more of the provisions
contained in this Supplement should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Agreement shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
hereto shall endeavor in good-faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


 


SECTION 8. All communications and notices hereunder
shall be in writing and given as provided in Section 11.1 of the
Agreement.


 


SECTION 9. The New Subsidiary agrees to reimburse the
Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and disbursements of
counsel for the Agent.


 


3

















 


IN WITNESS WHEREOF, the New
Subsidiary and the Agent have duly executed this Supplement to the Agreement as
of the day and year first above written.


 


	
   

  	
  [NAME OF NEW SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Legal Name:

  
	
   

  	
   

  	
  Jurisdiction of Formation:

  
	
   

  	
   

  	
  Location of Chief Executive
  office:

  



 


 


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS

  
	
   

  	
  BRANCH, as Agent

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


4

















 


Schedule I


to the Supplement No   to the


 Pledge and Security Agreement


 


LOCATION
OF COLLATERAL


 


	
  Description

  	
   

  	
  Location

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 

















 


Schedule II


to the Supplement No   to the


Pledge and Security Agreement


 


LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER
INVESTMENT

PROPERTY


 


STOCKS


 


	
  Holder

  	
   

  	
  Issuer

  	
   

  	
  Certificate

  Number(s)

  	
   

  	
  Number of 

  Shares

  	
   

  	
  Class of 

  Stock

  	
   

  	
  Percentage 

  of

  Outstanding 

  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


BONDS


 


	
  Holder

  	
   

  	
  Issuer

  	
   

  	
  Number

  	
   

  	
  Face

  Amount

  	
   

  	
  Coupon Rate

  	
   

  	
  Maturity

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


GOVERNMENT SECURITIES


 


	
  Holder

  	
   

  	
  Issuer

  	
   

  	
  Number

  	
   

  	
  Type

  	
   

  	
  Face 

  Amount

  	
   

  	
  Coupon 

  Rate

  	
   

  	
  Maturity

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


OTHER SECURITIES OR OTHER INVESTMENT PROPERTY

(CERTIFICATED AND UNCERTIFICATED)


 


	
  Holder

  	
   

  	
  Issuer

  	
   

  	
  Description of 

  Collateral

  	
   

  	
  Percentage 

  Ownership Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


[Add
description of custody accounts or arrangements with securities intermediary, if
applicable]


 


2

















 


Schedule III


to the Supplement No   to the


 Pledge and Security Agreement


 


INTELLECTUAL PROPERTY RIGHTS


 


PATENT REGISTRATIONS


 


	
  Patent
  Description

  	
   

  	
  Patent Number

  	
   

  	
  Issue Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


PATENT APPLICATIONS


 


	
  Patent
  Application

  	
   

  	
  Application Filing Date

  	
   

  	
  Application Serial Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


TRADEMARK REGISTRATIONS


 


	
  Trademark

  	
   

  	
  Registration Date

  	
   

  	
  Registration Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


TRADEMARK APPLICATIONS


 


	
  Trademark
  Application

  	
   

  	
  Application Filing Date

  	
   

  	
  Application Serial Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


COPYRIGHT REGISTRATIONS


 


	
  Copyright

  	
   

  	
  Registration Date

  	
   

  	
  Registration Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


COPYRIGHT APPLICATIONS


 


	
  Copyright
  Application

  	
   

  	
  Application Filing Date

  	
   

  	
  Application Serial Number