Exhibit 10.2

 

CONFIDENTIAL

 

March 25, 2019

 

New Second Lien Notes
  Payment Letter

 

Neiman Marcus Group LTD LLC

The Neiman Marcus Group LLC

Mariposa Borrower, Inc.
 One Marcus Square

1618 Main Street

Dallas, TX 75201

Attention: Tracy M. Preston

 

Ladies and Gentlemen:

 

Reference is made to the Commitment Letter, dated as of the date hereof (the “Commitment Letter”), by and among the Issuers and the Backstop Parties (as such terms are defined in the Commitment Letter) regarding the issuance of the New Second Lien Notes.  Capitalized terms used but not defined in the Payment Letter (as defined below) are used with the meanings assigned to them in the Commitment Letter.  This letter (the “Payment Letter”) is the “Payment Letter” referred to in the Commitment Letter.

 

As consideration for each Backstop Party’s Commitment under the Commitment Letter,  the Issuers, jointly and severally, will pay (or cause to be paid), to each Backstop Party a backstop commitment payment (the “Commitment Payment”) in cash, which payment shall be earned upon execution of the Commitment Letter, in an amount equal to either:

 

(i)            5.00% of the aggregate principal amount of the New Second Lien Notes that such Backstop Party commits to purchase, which payment shall be due and payable on, and subject to the occurrence of, the Effective Date (as defined in the TSA), whether or not the New Second Lien Notes are issued, or

 

(ii)           3.00% of the aggregate principal amount of the New Second Lien Notes that such Backstop Party commits to purchase, which payment shall be due and payable upon, and subject to the occurrence of, a Termination Event (other than a Termination Event caused by such Backstop Party’s material breach of the TSA); provided, that in no event shall the amount in this clause (ii) be payable if the Effective Date has occurred and the Commitment Payment pursuant to clause (i) above has been paid in full in cash;

 

provided, that no Commitment Payment shall be payable to any Backstop Party that has breached its Commitment obligations pursuant to Section 1 of the Commitment Letter.

 

You agree that, once paid, the payments or any part thereof payable hereunder or under the Commitment Letter shall not be refundable under any circumstances, regardless of whether the transactions contemplated by the Commitment Letter are consummated, except as otherwise agreed in writing.  All payments payable hereunder and under the Commitment Letter shall be paid in immediately available funds in U.S. dollars and shall not be subject to reduction by way of withholding, setoff or counterclaim or be otherwise affected by any claim or dispute related to any other matter, and shall be in addition to reimbursement of each Backstop Party’s reasonable fees, costs and expenses (including, without limitation, the reasonable fees, costs and expenses of counsel) as provided for in the TSA.  The 

 











 

delivery of payments hereunder and under the Commitment Letter does not reduce or modify any other payments, fees or expenses owed to the Backstop Parties and/or its affiliates pursuant to any other letter or other document.  You agree that we may, in our sole discretion, allocate all or a portion of any of the payments payable pursuant to this Payment Letter to our respective affiliates.  The agreements in this paragraph shall survive the issuance and initial purchase of the New Second Lien Notes.

 

All parties hereto agree to treat the Commitment Payments to Ares or CPPIB and the other Backstop Parties, for U.S. federal income tax purposes, as follows: (a) the arrangement contemplated by the Commitment Letter shall be treated as a put option and (b) the Commitment Payments herein shall be treated as remuneration to Ares or CPPIB or the other Backstop Parties, as applicable, for its agreeing to enter into such put option.  No party shall take any position or action inconsistent with such treatment and/or characterization.

 

This Payment Letter may not be assigned by any party except as permitted pursuant to the Commitment Letter.  This Payment Letter may not be amended or any provision hereof waived or modified except in a writing signed by each of the parties.  This Payment Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to principles of conflicts of law thereof to the extent such principles would cause the application of the law of another state.  Each of you and we waive any right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Payment Letter or the transactions contemplated by this Payment Letter.  This Payment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement.  Delivery of an executed signature page of this Payment Letter by facsimile transmission or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof.  You agree that this Payment Letter and its contents are subject to the confidentiality provisions of the Commitment Letter.

 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 

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Please confirm that the foregoing is our mutual understanding by signing and returning to us an executed counterpart of this Payment Letter.

 

	
 
    	
Very truly yours,
    
	
 
    	
 
    
	
 
    	
ARES CORPORATE OPPORTUNITIES   FUND III, L.P.
    
	
 
    	
 
    
	
 
    	
By: 
    	
ACOF Operating Manager   III, LLC
    
	
 
    	
its: 
    	
Manager
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Dennis Gies
    
	
 
    	
 
    	
Name: Dennis Gies
    
	
 
    	
 
    	
Title:
    


 

SIGNATURE PAGE TO PAYMENT LETTER

 











 

	
 
    	
ARES CORPORATE OPPORTUNITIES   FUND IV, L.P.
    
	
 
    	
 
    
	
 
    	
By: 
    	
ACOF Operating Manager   IV, LLC
    
	
 
    	
its: 
    	
Manager
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Dennis Gies
    
	
 
    	
 
    	
Name: Dennis Gies
    
	
 
    	
 
    	
Title:
    


 

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CPP INVESTMENT BOARD PRIVATE HOLDINGS   (4) INC.
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Lori Hall-Kimm
    
	
 
    	
 
    	
Name: Lori Hall-Kimm
    
	
 
    	
 
    	
Title: Authorized Signatory
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Cesare Ruggiero
    
	
 
    	
 
    	
Name: Cesare Ruggiero
    
	
 
    	
 
    	
Title: Authorized   Signatory
    


 

SIGNATURE PAGE TO PAYMENT LETTER

 











 

	
 
    	
SOUTHEASTERN ASSET   MANAGEMENT, INC.
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Andrew R. McCarroll
    
	
 
    	
 
    	
Name: Andrew R.   McCarroll
    
	
 
    	
 
    	
Title: General Counsel
    


 

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P. SCHOENFELD ASSET MANAGEMENT   LP,
    
	
 
    	
as   investment adviser on behalf of certain funds and accounts
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Dhananjay Pai
    
	
 
    	
 
    	
Name: Dhananjay Pai
    
	
 
    	
 
    	
Title:   President & COO
    


 

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MARATHON ASSET MANAGEMENT,
    
	
 
    	
L.P., on behalf of certain   funds or
    
	
 
    	
accounts it manages
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Louis Hanover
    
	
 
    	
 
    	
Name:
    	
Louis Hanover
    
	
 
    	
 
    	
Title:
    	
Co-Managing Partner
    


 

SIGNATURE PAGE TO COMMITMENT LETTER

 











 

	
 
    	
The Cincinnati High Yield Desk of J.P.   Morgan Investment Management Inc. and JPMorgan Chase Bank, N.A.   (“Signatory”), solely as investment manager and/or trustee of certain   discretionary accounts holdings the Unsecured Notes (as defined in the   Transaction Support Agreement).
    
	
 
    	
 
    
	
 
    	
By executing this agreement, Signatory,   solely as investment manager and/or trustee of certain discretionary accounts   holding the Unsecured Notes, binds only itself, and itself only in that   capacity, and not any other affiliate of JPMorgan Chase & Co., or   any of its or their respective business units, subsidiaries or affiliates   (including any desk or business unit thereof), and no such affiliate shall be   deemed to be bound by the terms of this agreement by virtue of Signatory’s   execution of this agreement. Moreover, Signatory shall have no obligation to   cause any of its affiliates to take or refrain from taking any action.
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Michael J.   Schlembach
    
	
 
    	
 
    	
Name: Michael J.   Schlembach
    
	
 
    	
 
    	
Title: Executive   Director
    


 

SIGNATURE PAGE TO PAYMENT LETTER

 











 

	
 
    	
The Indianapolis High Yield Desk of J.P.   Morgan Investment Management Inc. and JPMorgan Chase Bank, N.A.   (“Signatory”), solely as investment manager and/or trustee on behalf of funds   and/or accounts managed and/or advised by it (as outlined in the Transaction   Support Agreement).
    
	
 
    	
 
    
	
 
    	
By executing this agreement, Signatory,   solely as investment manager and/or trustee on behalf of funds and/or accounts   managed and/or advised by it, binds only itself, and itself only in that   capacity, and not any other affiliate of JPMorgan Chase & Co., or   any of its or their respective business units, subsidiaries or affiliates   (including any desk or business unit thereof), and no such affiliate shall be   deemed to be bound by the terms of this agreement by virtue of   Signatory’s  execution of this   agreement. Moreover, Signatory shall have no obligation to cause any of its   affiliates to take or refrain from taking any action.
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Greg Seketa
    
	
 
    	
 
    	
Name: Greg Seketa
    
	
 
    	
 
    	
Title: Exec Dir
    


 

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CVC Global Credit Opportunities Master Fund II,   LP
    	
 
    
	
CVC Global Credit Opportunities Master   Fund, L.P.
    	
 
    
	
 
    	
 
    
	
signed on behalf of their respective   investment manager,
    	
 
    
	
 
    	
 
    
	
CVC CREDIT PARTNERS, LLC
    	
 
    
	
 
    	
 
    
	
/s/ Richard Perris
    	
 
    
	
Name: Richard   Perris
    	
 
    
	
Title: Authorized   Signatory
    	
 
    


 

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CVC European Credit Opportunities S.á.r.l.   (acting in respect of its compartment A)
    	
 
    
	
 
    	
 
    
	
signed on behalf of their respective   investment manager,
    	
 
    
	
 
    	
 
    
	
CVC CREDIT PARTNERS INVESTMENT MANAGEMENT   LIMITED
    	
 
    
	
 
    	
 
    
	
/s/ Hamish   Buckland
    	
 
    
	
Name: Hamish   Buckland
    	
 
    
	
Title: Authorized   Signatory
    	
 
    


 

SIGNATURE PAGE TO PAYMENT LETTER

 











 

	
 
    	
CAPITAL INTERNATIONAL SARL, for   and
    
	
 
    	
on   behalf of funds and/or accounts managed
    
	
 
    	
and/or   advised by it
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Fabrice Remy
    
	
 
    	
 
    	
Name: Fabrice REMY
    
	
 
    	
 
    	
Title: Senior Vice   President
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Guido Caratsch
    
	
 
    	
 
    	
Name: Guido CARATSCH
    
	
 
    	
 
    	
Title: Senior Vice   President
    


 

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CAPITAL RESEARCH AND MANAGEMENT
    
	
 
    	
COMPANY, for and on behalf of   funds and/or
    
	
 
    	
accounts   managed and/or advised by it
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Kristine M.   Nishiyama
    
	
 
    	
 
    	
Name: Kristine M.   Nishiyama
    
	
 
    	
 
    	
Title: Authorized   Signatory
    


 

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ALBACORE PARTNERS I INVESTMENT   HOLDINGS B DESIGNATED ACTIVITY COMPANY
    
	
 
    	
 
    
	
 
    	
By 
    	
/s/ Safraz Zavahir
    
	
 
    	
 
    	
 
    
	
 
    	
ALBACORE CAPITAL LLP as   investment manager for and on behalf of AlbaCore Capital Limited as AIFM for   ALBACORE PARTNERS I INVESTMENT HOLDINGS B DESIGNATED ACTIVITY COMPANY
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name: Safraz Zavahir
    
	
 
    	
 
    	
Title: Member
    


 

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Accepted and agreed to as of
    	
 
    
	
the date first above written:
    	
 
    
	
 
    	
 
    
	
NEIMAN MARCUS GROUP LTD LLC
    	
 
    
	
 
    	
 
    
	
By: 
    	
/s/ Tracy M. Preston
    	
 
    
	
Name: 
    	
Tracy M. Preston
    	
 
    
	
Title: 
    	
Senior Vice President, General Counsel,   Corporate Secretary and Chief Compliance Officer
    	
 
    
	
 
    	
 
    
	
THE NEIMAN MARCUS GROUP LLC
    	
 
    
	
 
    	
 
    
	
By: 
    	
/s/ Tracy M. Preston
    	
 
    
	
Name: 
    	
Tracy M. Preston
    	
 
    
	
Title: 
    	
Senior Vice President, General Counsel, Corporate   Secretary and Chief Compliance Officer
    	
 
    
	
 
    	
 
    
	
MARIPOSA BORROWER, INC.
    	
 
    
	
 
    	
 
    
	
By: 
    	
/s/ Tracy M. Preston
    	
 
    
	
Name: 
    	
Tracy M. Preston
    	
 
    
	
Title: 
    	
Vice President and Secretary
    	
 
    


 

SIGNATURE PAGE TO PAYMENT LETTER