Exhibit 10.54


 


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.


 


9th AMENDMENT TO CREDIT CARD
PROGRAM AGREEMENT


 


This 9th Amendment to Credit Card Program Agreement
(the “9th Amendment”) is entered into this 30th day of December 2008 by and among The
Neiman Marcus Group, Inc. and Bergdorf Goodman, Inc. on the one hand,
and HSBC Private Label Corporation (formerly, Household Corporation) and HSBC
Bank Nevada, N.A. on the other hand, to that certain Credit Card Program
Agreement, dated June 8, 2005 (as amended, the “Agreement”), among the
foregoing parties. The 9th Amendment shall have an effective date as of November 21st, 2008. All capitalized terms used herein
and not otherwise defined shall have the meanings given to them in the
Agreement.


 


1. In Section 1.1
of the Agreement, the following sentence shall be added at the end of the definition
for “Average Interest Free Receivables”: “Average Interest Free Receivables
does not include interest free Accounts that do not bear interest subject to
NMG Transactions made pursuant to the Six (6) Month No Interest/No Payment
Promotion Credit Plan #30704 (as defined below).”


 


2. In Section 1.1
of the Agreement, the following sentence shall be added at the end of the
definition for “Gross Financing Income”: “The Merchant Discount payable by NMG
to Bank pursuant to the Six (6) Month No Interest/No Payment Promotion
Credit Plan #30704 shall be included in the calculation of Gross Financing
Income, and therefore, shall be included in the calculation of Variable
Break-Even Margin.”


 


3. The following new
defined term shall be added in Section 1.1. of the Agreement in the
appropriate alphabetical order: “Six (6) Month No Interest/No Payment
Promotion Credit Plan #30704 means a promotional offer made to Cardholders for
specific NMG Transactions whereby the Account shall not bear interest for such
specific NMG Transactions, and the Cardholder shall not be required to make a
payment towards the cost of such Card Sale, for a period of six months from the
date of such purchase.  The Parties shall
mutually determine which NMG Transactions qualify for this promotional offer.  NMG may run other no interest/no payment
promotions with 6 month durations that utilize different credit plan numbers,
which would be excluded from a Merchant Discount assessment.”


 


4. The following
sentence shall be added at the end of Section 4.11 of the Agreement,
Interest Free Accounts: “For the avoidance of doubt, interest free Accounts
that do not bear interest subject to NMG Transactions made pursuant to the Six (6) Month
No Interest/No Payment Promotion Credit Plan #30704, which the Parties have
mutually agreed to offer, shall not be included in the calculation of High
Collar or Low Collar, and the cost of maintaining these shall not be borne
solely by Bank; instead, NMG shall be assessed a Merchant Discount on NMG
Transactions made pursuant to the Six (6) Month No Interest/No Payment
Promotion Credit Plan #30704 in an amount of [***].”


 


5. Section 8.7 of the
Agreement, No Merchant Discount, is hereby deleted and replaced with the
following: ‘‘None of NMG, its Affiliates or the Retail Merchants shall be required
to pay any Merchant Discount on any NMG Transaction, except when NMG
Transactions are placed on the Six (6) Month No Interest/No Payment Promotion
Credit Plan #30704.  In such instances,
during the Term, NMG shall be assessed a Merchant Discount of [***].
 Furthermore, NMG shall be entitled to a
refund of the Merchant Discount if the NMG Transaction subject to the Six (6) Month
No Interest/No Payment Promotion Credit Plan #30704 is canceled or the Goods
are returned or canceled within sixty (60) days of the date of the Card Sale.
Other than NMG Transactions subject to the Six (6) Month No/Interest Payment
Promotion Credit Plan #30704, Bank shall directly process the NMG Transactions
such that the Retail Merchants do not incur any merchant acquirer/processor or
similar fees, including but not limited to no interest/no payment promotions of
six months that have a different credit plan number.”


 


6. A new Section 4.12
shall be added to the Agreement as follows:


 


“4.12 Six (6) Month
No Interest/No Payment Credit Plan #30704.  Each calendar quarter, NMG and HSBC will
review the terms relating to the Six (6) Month No Interest/No Payment
Promotion Credit Plan #30704 


 

















 


and attempt to mutually
agree on whether to continue offering the plan and on any revised terms that
are appropriate in connection therewith. If the parties cannot agree as to
whether to continue offering the plan and on the terms governing such plan
going forward, either party may discontinue the offering of such plan effective
at the beginning of the next calendar quarter, beginning on April 1, 2009.”


 


AGREED TO AND EXECUTED
on this the 30th day of December 2008.


 


 


	
  HSBC BANK NEVADA, N.A.

  	
   

  	
  HSBC PRIVATE LABEL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Brian D. Hughes

  	
   

  	
  By:

  	
  /s/  Brian D. Hughes

  
	
   

  	
  Title:  Executive Vice President

  	
   

  	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE NEIMAN MARCUS GROUP, INC.

  	
   

  	
  BERGDORF GOODMAN, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  William S. Hough

  	
   

  	
  By:

  	
  /s/  Nelson A. Bangs

  
	
   

  	
  Title:  VP Credit Services

  	
   

  	
   

  	
  Title:  Vice President