Exhibit 10.47


 


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.


 


SECOND AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT


 


This
Second Amendment to Credit Card Program Agreement (“Second Amendment”) is made
as of the 28th day of June, 2006, by and among The Neiman
Marcus Group, Inc. (“NMG”), Bergdorf Goodman, Inc. (“BG”,
and together with NMG, the “NMG Companies”), HSBC Bank Nevada, N.A., a
national credit card bank (“Bank”), and Household Corporation, a
Delaware corporation (“Primary Servicer”), to that certain Credit Card
Program Agreement (“Agreement”) executed as of June 8, 2005 and amended by
the First Amendment to Credit Card Program Agreement executed as of April 30,
2006, by and between the parties thereto.


 


W  I  T  N  E  S  S
E  T  H:


 


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


 


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


 


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


 


“Percentage
of all billing statements that will be mailed out within [***] days (excluding
Sundays) of cycle close date provided that this standard shall not apply if
either:  (i) a NMG system problem
prevents communications of the credit input data to Bank’s credit operations
(monthly reporting will be completed on an Excel spreadsheet); or, (ii) Inserts
provided by the NMG Companies do not meet Bank’s specification:  [***]”


 


2.             The table included in Schedule
9.1(a)(1) under the section titled “Determination of Servicing Fee
Percentage” is hereby deleted and replaced with the following new table:


 


	
  Service

  	
   

  	
  Amount

  	
   

  	
  Definition

  
	
  Billing and Statementing

  	
   

  	
   

  	
   

  	
   

  
	
  Documentation
  Services —  

  Statement Mailing —
  Internal Inserts

  	
   

  	
  [***]

  	
   

  	
  Bank is issuing the
  cycle end bills and statements for all Accounts and including internal
  inserts in such bills

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Documentation
  Services —

  Statement Mailing —
  External Inserts

  	
   

  	
  [***]

  	
   

  	
  Bank is issuing the
  cycle end bills and statements for all Accounts and including external
  inserts in such Bills

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Card
  Production Services

  	
   

  	
  [***]

  	
   

  	
  Bank is producing and
  issuing all new, replacement and reissued credit card plates

  
	
  Late Stage Collections

  	
   

  	
   

  	
   

  	
   

  
	
  General Late Stage
  Collections

  	
   

  	
  [***]

  	
   

  	
  Bank is collecting
  balances which are at least [***] days past their due date

  
	
  Charged off
  balances

  	
   

  	
  [***]

  	
   

  	
  Bank is collecting
  balances which have been written-off in accordance with the Risk Management
  Policies

  
	
  Universal Agents to Bank
  Payroll

  	
   

  	
   

  	
   

  	
  Bank is employing the
  Persons responsible for 

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  customer service and
  related activities

  
	
  Early
  Stage Collections

  	
   

  	
  [***]

  	
   

  	
  Bank is collecting
  balances which are less than [***] days past their due date

  
	
  Customer
  Service Services

  	
   

  	
  [***]

  	
   

  	
  Bank is staffing the
  call center and resolving customer and store inquiries

  
	
  Credit
  Processing Services

  	
   

  	
  [***]

  	
   

  	
  Bank if processing and
  decisioning new applications and pending sale transactions

  
	
  Data Processing
  Services (Systems Conversions)

  	
   

  	
  [***]

  	
   

  	
  Bank is processing all
  Account activity on the Bank’s systems

  



 


3.             To the extent the provisions of
this Second Amendment are inconsistent with the Agreement, this Second
Amendment shall govern.


 


4.             This Second Amendment supersedes
all prior communications and shall be binding upon and inure to the benefits of
the parties, their respective successors and assigns.


 


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


 


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


 


IN
WITNESS WHEREOF, each of the Parties has caused this 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/  Richard
  Klesse

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HOUSEHOLD
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Richard
  Klesse

  
	
   

  	
   

  	
  Title:
  Vice President