EXHIBIT 10.55


 


FORM OF


FIRST AMENDMENT TO


SECOND PRIORITY LEASEHOLD
MORTGAGE,


ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT AND FINANCING
STATEMENT


 


THIS  FIRST  AMENDMENT TO SECOND
PRIORITY LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT
AND FINANCING STATEMENT (this “Instrument”),
dated as of September     , 2009, is entered into by
and between THE NEIMAN MARCUS GROUP, INC., a
Delaware corporation (“Mortgagor”),
whose address is One Marcus Square, 1618 Main Street, Dallas, Texas 75201 and BANK OF AMERICA, N.A., a national association, whose address
is 1455 Market Street, 5th Floor, San Francisco, California 94103, as
agent (as successor to Deutsche Bank Trust Company Americas, in such capacity, “Agent”, and together with its successors
and assigns, “Mortgagee”) for the Secured
Parties defined in the Amended Credit Agreement (defined below).


 


WITNESSETH THAT,


 


WHEREAS, Mortgagor, Existing Agent (defined below) and
others party thereto have entered into that certain Credit Agreement, dated as
of October 6, 2005 (as amended, supplemented or otherwise modified to
date, the “Existing Credit Agreement”);


 


WHEREAS, Mortgagor is the record owner and holder of
certain leasehold interests in that certain real property described in Exhibit A
attached hereto and by this reference incorporated herein, together with the
Improvements (as defined in the Mortgage, defined below) constructed thereon;


 


WHEREAS, Mortgagor has executed and delivered that certain
instrument entitled “SECOND PRIORITY LEASEHOLD
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING
STATEMENT” and dated as of October 6, 2005 and recorded on October 14,
2005 with the Bergen County Clerk as Book 15001, Page 126 (the “Mortgage”);


 


WHEREAS, the Mortgage secures, among other things, the
obligations of Mortgagor under the Existing Credit Agreement;


 


WHEREAS, the parties to the Existing Credit Agreement and
the Agent now desire to amend the Existing Credit Agreement pursuant to the
terms of that certain Amended and Restated Credit Agreement dated as of July 15,
2009 (the “Credit Agreement Amendment”) by and
among Mortgagor, the other Borrowers referred to therein, Neiman Marcus, Inc.,
and certain subsidiaries of Mortgagor from time to time party thereto, the
Agent and the other Secured Parties (the Existing Credit Agreement, as amended
by such Credit Agreement Amendment, and any and all amendments, modifications,
supplements, restatements, extensions, renewals or replacements thereof are
collectively referred to herein as the “Amended Credit Agreement”);


 


WHEREAS, pursuant to that certain Substitution of Agent and
Joinder Agreement, dated as of the date hereof, DEUTSCHE
BANK TRUST COMPANY AMERICAS, a New York banking corporation,
resigned as the agent under the Existing Credit Agreement (as defined below)
(the “Existing Agent”), and pursuant to the
Amended Credit Agreement, Agent has been appointed as the successor to the
Existing Agent; and


 


WHEREAS, concurrently therewith, Mortgagor and Mortgagee
desire to amend the Mortgage as set forth below.


 

















 


NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the mutual
receipt and sufficiency of which are hereby acknowledged, Mortgagor and
Mortgagee hereby agree as follows:


 


1.             Definitions.  All capitalized terms used but not otherwise
defined in this Instrument shall have the same meanings ascribed to such
capitalized terms in the Mortgage, as amended by this Instrument, or if not
defined therein, in the Amended Credit Agreement.


 


2.             Amended Credit Agreement.
All references in the Mortgage to the “Revolving Facility Credit
Agreement” shall be deemed to be references to the Amended Credit
Agreement.


 


3.             Mortgagee.  All references in the Mortgage to the “Mortgagee” shall be deemed to be references to “Mortgagee” as defined in the preamble to this Instrument.


 


4.             Miscellaneous
Amendments.


 


(a)           All references to the “Lenders”, the “Administrative Agent”,
the “Swingline Lender”, the “Issuing Bank”, the “Letters of Credit”,
the “Secured Parties” and the “Intercreditor Agreement” shall be deemed to be references to
such terms as defined in the Amended Credit Agreement.


 


(b)           The phrase “(vi) the Lien
Subordination and Intercreditor Agreement, dated as of even date hereof, among
the Collateral Agent, Credit Suisse, Merger Sub, Neiman Marcus, Holdings and
the subsidiaries of Neiman Marcus from time to time party thereto as attached
hereto as Exhibit C” is hereby deleted in its entirety.


 


(c)           The phrase “at the rate of [    ]%
per annum” is hereby deleted from Section 1.12(c)(ii)(C) and replaced
with “at the rate of [    ]% per annum”. [NOTE: TITLE
COMPANY TO PROVIDE APPLICABLE PERCENTAGE.]


 


(d)           The reference to “Section 2.13(c)”
in Section 2.03(b) of the Mortgage is hereby deleted and replaced
with “Section 2.13(d)”.


 


(e)           The sentence “The Revolving Facility
Credit Agreement provides that the sum of the principal amount of the Loans and
the Letters of Credit from time to time outstanding and secured hereby shall
not exceed $1,975,000,000.” is hereby deleted in its entirety and replaced with
“The Amended Credit Agreement provides that the sum of the principal amount of
the Loans and the Letters of Credit from time to time outstanding and secured
hereby shall not exceed $600,000,000.”


 


(f)            Exhibit C to the Mortgage is
hereby deleted in its entirety.


 


5.           Limited Amendment; Ratification. This Instrument is
given solely to amend the Mortgage as set forth herein.  No further amendment or modification is made
or intended, and the terms and provisions of the Mortgage shall, except as
expressly modified herein, continue in full force and effect after the date
hereof.  The warranties, representations,
covenants and agreements contained in the Mortgage, as herein expressly
amended, are hereby specifically reaffirmed and remade by Mortgagor and the
entire Mortgage, as herein expressly amended, is hereby ratified, approved and
confirmed in every respect.  Mortgagor
also hereby ratifies and confirms, as of the date of the Mortgage and as of the
date hereof, the liens, encumbrances and security interests in and on the
Premises and the Mortgaged Property intended to be created by the Mortgage, as
amended hereby.


 


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6.             No Release or Novation. The
Obligations secured by the Mortgage are continuing obligations and nothing
contained herein shall be deemed to release, terminate or subordinate any lien,
security interest or assignment created or evidenced by the Mortgage and all
such liens, security interests and assignments and the priority thereof shall
relate back to the date that the Mortgage was filed as referenced in the
recitals above.  Mortgagor and Mortgagee
intend that this Instrument shall in no way affect the priority of the Mortgage
or constitute a novation of the indebtedness secured thereby.


 


7.             Successors and Assigns. This
Instrument shall bind and inure to the benefit of Mortgagor, Mortgagee and the
Secured Parties and their respective successors, substitutes and assigns.


 


8.             Recordation; Costs and Expenses.
Mortgagor shall cause this Instrument to be filed and/or recorded in the filing
or recording offices referenced in the recitals above and/or such other places
as requested by Mortgagee, and Mortgagor shall pay to Mortgagee all expenses
incurred by Mortgagee in connection with the preparation, execution, filing and
recordation of this Instrument, including, without limitation, attorneys’ fees,
filing and recording fees, documentary stamp, mortgage and intangible taxes and
title search charges and other charges incurred to assure or insure the
priority of the lien of the Mortgage, as amended by this Instrument.


 


9.             Counterparts. This
Instrument may be executed in any number of original counterparts,  which when so executed shall be deemed to be
an original for all purposes, and all counterparts shall together constitute
one and the same instrument; signature and acknowledgment pages may be
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the
same document.  This Instrument shall
become effective upon the execution of a counterpart hereof by each of the
parties hereto.


 


[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK
INTENTIONALLY]


 


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IN WITNESS WHEREOF, Mortgagor and Mortgagee
have on the date set forth in the acknowledgement hereto, effective as of the
date first above written, caused this Instrument to be duly EXECUTED AND
DELIVERED by authority duly given.


 


 


	
   

  	
  Mortgagor:

  
	
   

  	
   

  
	
   

  	
  THE NEIMAN MARCUS GROUP, INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ) ss.:

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


 


On
this            day of
September, 2009, in the County and State aforesaid, before me, the subscriber,
a Notary Public authorized to take acknowledgements and proofs in said County
and State, personally appeared                                                                       ,
the                                             
of The Neiman Marcus Group, Inc., who, I am satisfied, is the person who,
as such officer, signed the within instrument on behalf of such corporation,
and said person did acknowledge that he or she is authorized to sign and
deliver the within instrument on behalf of such corporation and that he or she
signed and delivered the same as the act and deed of such corporation for the
uses and purposes expressed therein.


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Notary Public

  
	
  My Commission Expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (NOTARIAL SEAL)

  	
   

  



 


 


[Signatures Continue on
Following Page]


 


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  Mortgagee:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  a
  national association,

  
	
   

  	
  as
  a Co-Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ) ss.:

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


 


On
this          day of September, 2009,
in the County and State aforesaid, before me, the subscriber, a Notary Public
authorized to take acknowledgements and proofs in said County and State,
personally appeared                                                                       ,
the                                             
of Bank of America, N.A., who, I am satisfied, is the person who, as such
officer, signed the within instrument on behalf of such national association,
and said person did acknowledge that he or she is authorized to sign and
deliver the within instrument on behalf of such national association and that
he or she signed and delivered the same as the act and deed of such national
association for the uses and purposes expressed therein.


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Notary Public

  
	
  My Commission Expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (NOTARIAL SEAL)

  	
   

  



 


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EXHIBIT A


 


LEGAL DESCRIPTION


 


The Neiman Marcus Group, Inc. is a record owner
of a leasehold interest in the property located at 503 Garden State Plaza,
Paramus, NJ and described on this Exhibit A.


 


[See Attached Pages for Legal Description]


 


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