Exhibit 10.50


 


FIFTH
AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT


 


This Fifth Amendment to
Credit Card Program Agreement (“Fifth Amendment”) is made effective as of the 13th day of March, 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 (“Agreement”) executed as of June 8, 2005 and amended by the
First Amendment to Credit Card Program Agreement executed as of April 30,
2006 (“First Amendment”), and the Second Amendment to Credit Card Program
Agreement executed as of June 28, 2006 (“Second Amendment”) and the Third
Amendment to Credit Card Program Agreement executed as of August 1, 2006, and
the Fourth Amendment to Credit Card Program Agreement executed as of March 13,
2007, by and between the parties hereto. 
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 as follows:


 


1.                                       Additional Chargeback Rights.  Section 8.5
of the Agreement is amended to read as follows:


 


8.5                                 Bank’s Right to Charge Back. 
Bank shall have the right to charge back to NMG the amount of any
Cardholder Indebtedness, including Cardholder Indebtedness incurred prior to
the Effective Date with respect to Purchased Accounts, relating to NMG Charge
Transaction Data if with respect to the related NMG Transaction:


 


(a)                                  The Cardholder refuses to pay the charge
based on a dispute regarding the quality or delivery of NMG Goods and Services
representing a valid defense to payment consistent with Applicable Law, provided
that any such refusal constitutes a bona fide claim presented by the Cardholder
in good faith n the reasonable opinion of NMG, after consultation with Bank;


 


(b)                                 The Cardholder refuses to pay the charge
based on claim of unauthorized use of the NMG Credit Card at a Retail Merchant;
provided that any such refusal constitutes a bona fide claim presented
by the Cardholder in good faith in the reasonable opinion of NMG, after
consultation with Bank;


 


(c)                                  The charge was for a bona fide sale or
delivery of NMG Goods and Services by or through a NMG Channel;


 


(d)                                 The sales slip is a duplicate of a charge
slip previously paid;


 


(e)                                  The price of NMG Goods and Services shown
on the charge slip differs from the amount shown on the Cardholder’s copy of
the sales slip;


 


(f)                                    The charge or Account arose from fraud of
any employee or agent in a Retail Merchant;


 


(g)                                 NMG fails to provide Bank with a copy of
the applicable sales slip;


 


(h)                                 NMG fails to provide Bank with a properly
signed sales slip;


 


(i)                                     NMG fails to provide Bank with a copy of
the applicable delivery invoice;


 


(j)                                     NMG fails to obtain proper identification
from the Cardholder at the time of the Application;


 


(k)                                  NMG ships merchandise to a Cardholder at
a previously unused address;


 


(l)                                     The charge or Account arose from fraud of
any employee or agent in a NMG call center;


 

















 


(m)                               The charge or Account arose from the
unauthorized removal of information from an NMG store or owned facility.


 


(n)                                 The charge or Account arose from the
unauthorized removal of information from an NMG computer systems; or


 


(o)                                 NMG ships merchandise to a Cardholder
after receiving the Cardholder’s request to cease such shipment.


 


2.                                       Administrative Provisions. 
When construing the provisions of the Agreement and this Fifth
Amendment:


 


A.                                   To the extent the provisions of this Fifth
Amendment are consistent with the Agreement, this Fifth Amendment shall govern.


 


B.                                     This Fifth Amendment supersedes all prior
communications 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 Fourth Amendment to be duly executed as of the
date first above written.


 


	
  THE NEIMAN MARCUS
  GROUP, INC.

  	
   

  	
  HSBC BANK NEVADA, N.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William S. Hough

  	
   

  	
  By:

  	
  /s/ Brian D. Hughes

  
	
   

  	
  Title: VP Credit
  Services

  	
   

  	
   

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE NEIMAN MARCUS
  GROUP, INC.

  	
   

  	
  HSBC PRIVATE LABEL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William S. Hough

  	
   

  	
  By:

  	
  /s/ Brian D. Hughes

  
	
   

  	
  Title: VP Credit
  Services

  	
   

  	
   

  	
  Title: Managing
  Director