Exhibit 10.51


 


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.


 


SIXTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT


 


This Sixth Amendment to Credit Card Program Agreement (“Sixth
Amendment”) is made effective as of the 17th day of July, 2007, by and among
The Neiman Marcus Group, Inc. (“NMG”), Bergdorf Goodman, Inc.
(“BG, and together with NMG, the “NMG Companies”), HSBC Bank
Nevada, N.A., a national credit card bank (“Bank”), and HSBC Private
Label Corporation, a Delaware corporation formerly known as Household
Corporation (“Primary Servicer”) to that certain Credit Card Program
Agreement, executed as of June 8, 2005 and amended by the First Amendment
to Credit Card Program Agreement executed as of April 30, 2006, and the
Second Amendment to Credit Card Program Agreement executed as of June 28,
2006, and the Third Amendment to Credit Card Program Agreement executed as of August 1,2006,
and the Fourth Amendment to the Credit Card Program Agreement executed as of April 3,
2007, and the Fifth Amendment to the Credit Card Program Agreement executed as
of March 13,2007, by and between the parties hereto, (collectively, the “Agreement”).


 


In consideration of the terms, conditions and mutual
covenants contained herein, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties
acknowledge and agree that, effective October 4, 2007:


 


1.             Changes
to Cardholder Terms.  Section 4.7 of the Agreement is deleted
and replaced with a new Section 4.7, which is set forth in the attached
Addendum l.  A new Schedule 4.7(a) is
added to the Agreement as set forth in the attached Addendum 2.


 


2.             Changes
to Participation in Late Fee Reversals.  Schedule 1.1(f) of the Agreement is
deleted and replaced with a new Schedule 1.1 (f), which is set forth in the
attached Addendum 3.


 


3.             Changes
to NMG Compensation.  Section 9.1(a) of the Agreement is
deleted and replaced with a new Section 9.1(a), which is set forth in the
attached Addendum 4.  A new Schedule
9.1(a)(iii) is added to the Agreement as set forth in the attached
Addendum 5.


 


4.             Administrative
Provisions.  When construing the provisions of the
Agreement and this Sixth Amendment:


 


A.            To the
extent the provisions of this Sixth Amendment are inconsistent with the
Agreement, this Sixth Amendment shall govern.


 


B.            This
Sixth Amendment supersedes all prior communications with respect to the matters
set forth herein and shall be binding upon and inure to the benefit of the
parties, their respective successors and assigns.


 


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


 


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


 


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


 


	
  THE NEIMAN MARCUS
  GROUP, INC.

  	
   

  	
  HSBC BANK NEVADA, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Steven P. Dennis

  	
   

  	
  By:

  	
  /s/ Brian D. Hughes

  
	
   

  	
  Title:  Senior Vice President

  	
   

  	
   

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERGDORF GOODMAN, INC.

  	
   

  	
  HSBC PRIVATE LABEL
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Nelson A. Bangs

  	
   

  	
  By:

  	
  /s/ Brian D. Hughes

  
	
   

  	
  Title: Vice President

  	
   

  	
   

  	
  Title: Managing
  Director

  



 

















 


ADDENDUM 1 TO THE


SIXTH AMENDMENT TO THE


CREDIT CARD PROGRAM


AGREEMENT


 


4.7           Cardholder
Terms.


 


(a)           The
terms and conditions of all Accounts shall be the terms and conditions
specified in Schedule 4.7(a).  Additional
changes to the terms and conditions of the Accounts may be made only in
accordance with Article III.


 


(b)           The
account numbers and BINs of all Purchased Accounts shall remain the same after
the Effective Date.


 

















 


ADDENDUM 2 TO THE


SIXTH AMENDMENT TO THE


CREDIT CARD PROGRAM AGREEMENT


 


SCHEDULE 4.7(a) - Cardholder Terms


 




	
  Annual Fee

  	
   

  	
  No annual fee, except for $50 NM Gold Card program
  membership fee.

  
	
  Late Payment or Late Fee (at cycle)

  	
   

  	
  Based upon two prior month’s statement balance:

  
	
   

  	
   

  	
  ·     $20-$49.99 Balance = $10.00

  
	
   

  	
   

  	
  ·     $50-$149.99 Balance = $20.00

  
	
   

  	
   

  	
  ·     $150+ Balance = $29.00

  
	
  Returned Check Fees (BG
  to be standardized as NM)

  	
   

  	
  $25 per returned check

  
	
  Minimum Payment Amount (BG
  to be standardized as NM)

  	
   

  	
  10% of billed balance (but at least $25 rounded up to
  the nearest $10).

  
	
  Minimum Finance Charge

  	
   

  	
  $.50

  
	
  Standard APR

  	
   

  	
  21.0% APR for Cardholders who reside in any state but
  Michigan or Colorado (or at NMG’s election, all Cardholders other than 1,500
  VIP Accounts plus up to 5,000 other Accounts). Prime + 15% for Cardholders
  who reside in Michigan or Colorado.

  
	
  Grace Period for the Imposition of Late Fees

  	
   

  	
  8 days after the payment due date

  
	
  Grace Period for the Reoayment of Purchases

  	
   

  	
  27 days

  
	
  Method of Computing the Balance for Purchases

  	
   

  	
  Average Daily Balance (including new purchases)

  






 

















 


ADDENDUM 3 TO THE


SIXTH AMENDMENT TO THE CREDIT


CARD PROGRAM AGREEMENT


 


SCHEDULE 1.1(f)


 


“High Collar” means (i) with
respect to the Finance Charge Reversal Percentage applicable to the Private
Label Accounts, [***], (ii) with respect to the Late Fee Reversal Percentage applicable to
the Private Label Accounts, [***], (iii) with respect to the
dollar amount of Average Interest Free Receivables as a percentage of Average
Private Label Receivables, [***], or, in each case, such other
level as may from time to time be set by the Management Committee.


 


“Low
Collar” means (i) with respect to the Finance Charge Reversal
Percentage applicable to the Private Label Accounts, [***], (ii) with
respect to the Late Fee Reversal Percentage applicable to the Private Label
Accounts, [***], (iii) with respect to the dollar amount of Average Interest Free
Receivables as a percentage of Average Private Label Receivables, [***], or, in
each case, such other level as may from time to time be set by the Management
Committee.


 

















 


ADDENDUM 4 TO THE


SIXTH AMENDMENT TO THE CREDIT


CARD PROGRAM AGREEMENT


 


9.1           NMG
Compensation.


 


(a)           Payments.


 


(i)            Not
later than 1:00 pm (Central time) on each Business Day, Bank shall pay to NMG
an amount equal to the amount set forth on Schedule 9.1(a)(i) with respect
to the Accounts other than the Non-Store Accounts.


 


(ii)           Not
later than 1:00 pm
(Central time) on the tenth (10th) Business Day after the end of each Fiscal Month, Bank shall pay NMG the
amounts determined in accordance with Schedule 9.1 (a)(ii) with respect to
the Accounts other than the Non-Store Accounts.


 


(iii)          Not
later than I 00 pm (Central time) on the last Business Day of April and October each
calendar year, Bank shall pay NMG the amounts determined in accordance with
Schedule 9.1(a)(iii) with respect to Accounts other than the Non-Store
Accounts.


 


(iv)          Not
later than 1:00 pm
(Central time) on the tenth (10th) Business Day following the receipt of the Year-End Settlement Sheet, each
Party shall pay to the other Party the amounts, if any, determined in
accordance with such Year-End Settlement Sheet.


 


(v)           On the
dates and times agreed to by the Parties with respect to the Dual-Line Credit
Cards pursuant to Section 2.2( c )(ii), Bank shall pay to NMG the amounts
payable with respect to such Dual-Line Credit Cards.


 


(vi)          Such
amounts shall be paid to NMG or Bank, as the case may be, regardless of whether
any amounts are disputed by Bank or NMG. For the avoidance of doubt, any such
payment shall not be deemed a waiver of, or in any other way limit, a Party’s
right to pursue any dispute with respect to such payment in accordance with the
terms of this Agreement and each of Bank or NMG may invoke the dispute
resolution procedures set forth herein following payment of such amounts.


 

















 


ADDENDUM 5 TO THE


SIXTH AMENDMENT TO THE CREDIT CARD PROGRAM
AGREEMENT


 


SCHEDULE 9.1(a)(iii)


 


Bi-Annual NMG Compensation


 


Late Fee Income Participation Payment.  An amount equal to the Actual Late Fee Net Income for the prior
six calendar months, minus the Base Late Fee
Net Income for the prior six calendar months, multiplied by the
applicable Late Fee Income Participation
Percentage.  Payment of such
amount shall be independent of and in no way modify the Program Fee Percentage
applicable to an Account as set forth in Schedule 9. I(a)(i) of the
Agreement.


 


(a)            To
establish the Actual Late Fee Net Income and
the Base Late Fee Net Income, Bank
will generate and provide to NMG a Monthly Late Fee Income Report, on or before
the [***] Business Day of each Fiscal Month, that is substantially similar to the
sample Monthly Late Fee Income Report attached hereto as Exhibit A and
identifies all of the following:


 


(i)            Actual Late Fee Gross Income, being the amount of Late Fees assessed during the prior calendar month in
accordance with Section 4.7 of the Agreement as amended by the Sixth
Amendment.


 


(ii)           Base Late Fee Gross Income, being
the amount of Late Fees that would have been assessed during the prior calendar
month if Section 4.7 of the Agreement had not been amended by the Sixth
Amendment.


 


(iii)           Late Fees Waived, being
the amount of Late Fees that were assessed but then reversed during the prior
calendar month in accordance with the Agreement;


 


(iv)          Late Fees Charged Off, being
the amount of Late Fees that were assessed but then charged-off during the
prior calendar month in accordance with the Agreement.


 


(v)           Actual Late Fee Net Income, being
the Actual Late Fee Gross Income minus Late Fees Waived, minus Late Fees
Charged Off.


 


(vi)          Base Late Fee Net Income, being
the Base Late Fee Gross Income, minus Late Fees Waived, minus Late Fees Charged
Off.


 


(b)           To
establish the applicable Late Fee Income Percentage, Bank will provide NMG with
a Bi-Annual Late Fee Income Report, on or before the fifteenth (15th) Business Day of April and October each calendar year, that is
substantially similar to the sample Bi-Annual Late Fee Income Report attached
hereto as Exhibit B and identifies the difference between the Actual Late
Fee Net Income for the prior six (6) calendar months and the Base Late Fee
Net Income for the prior six (6) calendar months.


 


(i)             Annual
Difference Less than [***]. If the cumulative difference between the Actual Late Fee Net Income and the
Base Late Fee Net Income from October 1st of one calendar year to September 30th of the next calendar year is less
than or equal to [***], then the applicable Late Fee Income Percentage will be [***].


 


(ii)           Annual
Difference Greater than [***]. If the cumulative difference between the Actual Late Fee Net Income and the
Base Late Fee Net Income from October 1st of one calendar year to September 30th of the next calendar year is greater
than [***], then the applicable Late Fee Income Percentage will be [***] for the
first [***] and [***] for all amounts greater than [***].


 


(iii)           Effect
of Termination. Upon termination of the
Agreement, the applicable Late Fee Income Percentage will be pro-rated as
follows:


 

















 


A.            An
Adjusted Income Differential Amount will be established by multiplying [***] by the
number of days between October 1st and the effective date of termination.


 


B.            If the
cumulative difference between the Actual Late Fee Net Income and the Base Late
Fee Net Income is less than or equal to the Adjusted Income Differential
Amount, then the applicable Late Fee Income Percentage will be [***].


 


C.            If the
cumulative difference between the Actual Late Fee Net Income and the Base Late
Fee Net Income is greater than the Adjusted Income Differential Amount, then
the applicable Late Fee Income Percentage will be [***] for the
amounts up to and including the Adjusted Income Differential Amount and [***] for all
amounts greater than Adjusted Income Differential Amount.


 


(c)            For example,
if the Bi-Annual Late Fee Income Report in October of2009 is as set forth
in the sample Bi-Annual Report attached as Exhibit B, then the Late Fee
Income Participation Payments would be [***] in April of
2008 and [***] in October of 2009.