Exhibit 10.46


 


Confidential
Treatment Requested.


 


Certain material (indicated by asterisks) has
been omitted from this document and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.


 


FIRST AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT


 


This
First Amendment to Credit Card Program Agreement (“First Amendment”) is made as
of the 30th day of April, 2006, by and among The Neiman
Marcus Group, Inc. (“NMG”), Bergdorf Goodman, Inc. (“BG,
and together with NMG, the “NMG Companies”), HSBC Bank Nevada, N.A., a
national credit card bank (“Bank”), and Household Corporation, a
Delaware corporation (“Primary Servicer”) to that certain Credit Card
Program Agreement (“Agreement”) executed as of June 8, 2005 by and between
the parties hereto.


 


W I T N E S S E T H:


 


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


 


NOW,
THEREFORE, in consideration of the terms, conditions and mutual covenants
contained herein, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.
Add a new Section 9.3 to the Agreement as follows:


 


“9.3                               Signature
Recourse Accounts. The Parties agree that any written-off amounts of
certain Signature Accounts created pursuant to this Agreement shall be subject
to reimbursement from the NMG Companies to Bank as set forth on Schedule 9.3.”


 


2.
To the extent the provisions of this First Amendment are inconsistent with the
Agreement, this First Amendment shall govern.


 


3.
This First Amendment supersedes all prior communications and shall be binding
upon and inure to the benefit of the parties, their respective successors and
assigns.


 


4.
All capitalized terms not otherwise defined herein shall have the same meaning
afforded them in the Agreement.


 


5.
Except as otherwise modified herein, the terms and conditions of the Agreement
remain in full force and effect.


 


[Remainder of Page Intentionally Left Blank]


 

















 


SCHEDULE 9.3


 


(a) The Parties agree
that certain Signature Accounts created pursuant to this Schedule 9.3 shall be
subject to the following provisions of this Schedule 9.3.


 


(b) Definitions.


 


(i) “Immediate
Decision Signature Account” is a Non-Card Payment Plan Signature Account
with a credit line of [***] or more (i) that the NMG Companies cause to be
opened, on behalf of Bank, before Bank has had full opportunity under
then-current Bank timeframes, to review the creditworthiness of the applicant;
and, (ii) having a credit line in excess of the credit line that Bank
actually approved following its review of the creditworthiness of the applicant
(the excess credit line amount will be referred to herein as a “Recourse Amount”).


(ii) “Partial
Override Signature Account” is a Non-Card Payment Plan Signature Account
with a credit line of [***] or more (i) that the NMG Companies cause to be’
opened, on behalf of Bank; and, (ii) due to the NMG Companies’ partial
override decision, having a credit line in excess of the credit line that Bank
actually approved (the excess credit line amount will also be referred to
herein as a “Recourse Amount”).


(iii) “Recourse
Account”. An Account defined as either an Immediate Decision Signature
Account or Partial Override Signature Account.


(iv) “Written-off
Recourse Portfolio Amounts”. The aggregate outstanding Recourse Amounts
related to Recourse Accounts that have been written-off in accordance with the
Risk Management Policies.


 


(c) All Recourse
Account applicants must meet the following minimum credit criteria: (a) the
applicants must be a minimum of [***] years of age at the time of the
application; and (b) the applicants must be treated in the same manner as
other Signature Account applicants based on the Agreement and the Operating
Instructions.


 


(d) All of the
Immediate Decision Signature Accounts and the Partial Override Signature
Accounts will be included when calculating the amount of Interest Free
Receivables in connection with Schedule 1.1 (f) of the
Agreement.


 


(e) In the event that
Bank determines that the NMG Companies is creating Recourse Accounts in a
manner such that a significant percentage of Recourse Amounts have been
written-off or will be written-off, Bank may unilaterally terminate further
funding of new Recourse Accounts.  In any
event Bank and NMG will work together cooperatively to manage the Recourse
Accounts to maintain reasonable risk for both parties and to accommodate the
NMG Companies and the relationship between the NMG Companies and their
customers. Recourse Accounts will be serviced and treated in a manner similar
to other Signature Accounts.


 


(f) Repurchase of
Written-off Recourse Portfolio Amounts.  The NMG Companies understand that but for
their promises pursuant to this Schedule 9.3, Bank would have the right to not
fund the Recourse Amounts.  As such, in
consideration of Bank’s funding the Recourse Amounts, the NMG Companies agree
that it will pay to Bank, on a monthly basis, any and all Written-off Recourse
Portfolio Amounts. Upon Bank’s receipt of consideration, from the NMG
Companies, for the Written-off Recourse Portfolio Amounts, Bank and the NMG
Companies 


 

















 


shall service and collect
the Written-off Recourse Portfolio Amounts pursuant to Section (i) herein.


 


(g) All Recourse
Accounts shall remain at the initial credit limit extended at the time the
Recourse Account is opened.


 


(h) All Recourse
Amounts must be approved by the NMG Companies’ Vice President of Credit.  As of the date of the First Amendment to the
Agreement, the NMG Companies’ current Vice President of Credit is Bill Hough.


 


(i) Collection of
Written-off Recourse Portfolio Amounts. Bank and the NMG Companies will
jointly participate in all servicing and collection efforts with respect to
Written-off Recourse Portfolio Amounts and shall divide any recoveries of
Recourse Portfolio Amounts and non-Recourse
Amounts according to the following parameters:


 


(1) If
a written-off balance consists only of a Written-off Recourse Portfolio Amount,
or less, the NMG Companies shall be entitled to collect and receive that
written-off balance.


 


(2) If
a written-off balance consists of a Written-off Recourse Portfolio Amount in
addition to an amount approved by the Bank, any recovery will be split equally
up to the point that the NMG Companies are made whole for any Charged-off
Recourse Portfolio Amount owed to or paid to Bank; and, Bank will be entitled
to collect or receive any additional recovery thereafter.


 


(3) Bank
will assume all costs of collecting Written-off Recourse Portfolio Amounts.


 

















 


IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly
executed as of the date first above written.


 


	
   

  	
   

  	
  THE
  NEIMAN MARCUS GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  William
  S. Hough

  
	
   

  	
   

  	
  Title:  VP Credit Services

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BERGDORF
  GOODMAN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  William
  S. Hough

  
	
   

  	
   

  	
  Title:  VP Credit Services

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HSBC
  BANK NEVADA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Charles
  A. Colp

  
	
   

  	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HOUSEHOLD
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Charles
  A. Colp

  
	
   

  	
   

  	
  Title:  Executive Vice President