**Exhibit 10.51**

 

Confidential Treatment Requested.

 

Certain material(indicated by asterisks) has been omitted from this document and filedseparately with the Securities and Exchange Commission pursuant to a requestfor confidential treatment.

 

SIXTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT

 

This Sixth Amendment to Credit Card Program Agreement (“SixthAmendment”) is made effective as of the 17th day of July, 2007, by and amongThe Neiman Marcus Group, Inc. (“NMG”), Bergdorf Goodman, Inc.(“BG, and together with NMG, the “NMG Companies”), HSBC BankNevada, N.A., a national credit card bank (“Bank”), and HSBC PrivateLabel Corporation, a Delaware corporation formerly known as HouseholdCorporation (“Primary Servicer”) to that certain Credit Card ProgramAgreement, executed as of June 8, 2005 and amended by the First Amendmentto Credit Card Program Agreement executed as of April 30, 2006, and theSecond 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 asof March 13,2007, by and between the parties hereto, (collectively, the “Agreement”).

 

In consideration of the terms, conditions and mutualcovenants contained herein, and for good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the Partiesacknowledge and agree that, effective October 4, 2007:

 

1.             Changesto Cardholder Terms.  Section 4.7 of the Agreement is deletedand replaced with a new Section 4.7, which is set forth in the attachedAddendum l.  A new Schedule 4.7(a) isadded to the Agreement as set forth in the attached Addendum 2.

 

2.             Changesto Participation in Late Fee Reversals.  Schedule 1.1(f) of the Agreement isdeleted and replaced with a new Schedule 1.1 (f), which is set forth in theattached Addendum 3.

 

3.             Changesto NMG Compensation.  Section 9.1(a) of the Agreement isdeleted and replaced with a new Section 9.1(a), which is set forth in theattached Addendum 4.  A new Schedule9.1(a)(iii) is added to the Agreement as set forth in the attachedAddendum 5.

 

4.             AdministrativeProvisions.  When construing the provisions of theAgreement and this Sixth Amendment:

 

A.            To theextent the provisions of this Sixth Amendment are inconsistent with theAgreement, this Sixth Amendment shall govern.

 

B.            ThisSixth Amendment supersedes all prior communications with respect to the mattersset forth herein and shall be binding upon and inure to the benefit of theparties, their respective successors and assigns.

 

C.            Allcapitalized terms not otherwise defined herein shall have the same meaningafforded them in the Agreement.

 

D.            Exceptas otherwise modified herein, the terms and conditions of the Agreement remainin full force and effect.

 

IN WITNESS WHEREOF, each of the Parties has caused thisSixth 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 |

 

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ADDENDUM 1 TO THE

SIXTH AMENDMENT TO THE

CREDIT CARD PROGRAM

AGREEMENT

 

4.7           CardholderTerms.

 

(a)           Theterms and conditions of all Accounts shall be the terms and conditionsspecified in Schedule 4.7(a).  Additionalchanges to the terms and conditions of the Accounts may be made only inaccordance with Article III.

 

(b)           Theaccount numbers and BINs of all Purchased Accounts shall remain the same afterthe Effective Date.

 

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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)                                                                                                                                                                                                           |

 

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ADDENDUM 3 TO THE

SIXTH AMENDMENT TO THE CREDIT

CARD PROGRAM AGREEMENT

 

**SCHEDULE 1.1(f)**

 

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

 

“LowCollar” means (i) with respect to the Finance Charge ReversalPercentage applicable to the Private Label Accounts, [***], (ii) withrespect to the Late Fee Reversal Percentage applicable to the Private LabelAccounts, [***], (iii) with respect to the dollar amount of Average Interest FreeReceivables as a percentage of Average Private Label Receivables, [***], or, ineach case, such other level as may from time to time be set by the ManagementCommittee.

 

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ADDENDUM 4 TO THE

SIXTH AMENDMENT TO THE CREDIT

CARD PROGRAM AGREEMENT

 

9.1           NMGCompensation.

 

(a)           Payments.

 

(i)            Notlater than 1:00 pm (Central time) on each Business Day, Bank shall pay to NMGan amount equal to the amount set forth on Schedule 9.1(a)(i) with respectto the Accounts other than the Non-Store Accounts.

 

(ii)           Notlater than 1:00 pm(Central time) on the tenth (10th) Business Day after the end of each Fiscal Month, Bank shall pay NMG theamounts determined in accordance with Schedule 9.1 (a)(ii) with respect tothe Accounts other than the Non-Store Accounts.

 

(iii)          Notlater than I 00 pm (Central time) on the last Business Day of April and October eachcalendar year, Bank shall pay NMG the amounts determined in accordance withSchedule 9.1(a)(iii) with respect to Accounts other than the Non-StoreAccounts.

 

(iv)          Notlater than 1:00 pm(Central time) on the tenth (10th) Business Day following the receipt of the Year-End Settlement Sheet, eachParty shall pay to the other Party the amounts, if any, determined inaccordance with such Year-End Settlement Sheet.

 

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

 

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

 

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ADDENDUM 5 TO THE

SIXTH AMENDMENT TO THE CREDIT CARD PROGRAMAGREEMENT

 

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 priorsix calendar months, minus the *Base Late FeeNet Income*for the prior six calendar months, multiplied by theapplicable *Late Fee Income ParticipationPercentage.  *Payment of suchamount shall be independent of and in no way modify the Program Fee Percentageapplicable to an Account as set forth in Schedule 9. I(a)(i) of theAgreement.

 

(a)            Toestablish the *Actual Late Fee Net Income*andthe *Base Late Fee Net Income,*Bankwill generate and provide to NMG a Monthly Late Fee Income Report, on or beforethe [***] Business Day of each Fiscal Month, that is substantially similar to thesample Monthly Late Fee Income Report attached hereto as Exhibit A andidentifies all of the following:

 

(i)            *Actual Late Fee Gross Income,*being the amount of Late Fees assessed during the prior calendar month inaccordance with Section 4.7 of the Agreement as amended by the SixthAmendment.

 

(ii)           *Base Late Fee Gross Income,*beingthe amount of Late Fees that would have been assessed during the prior calendarmonth if Section 4.7 of the Agreement had not been amended by the SixthAmendment.

 

(iii)           *Late Fees Waived,*beingthe amount of Late Fees that were assessed but then reversed during the priorcalendar month in accordance with the Agreement;

 

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

 

(v)           *Actual Late Fee Net Income,*beingthe Actual Late Fee Gross Income minus Late Fees Waived, minus Late FeesCharged Off.

 

(vi)          *Base Late Fee Net Income,*beingthe Base Late Fee Gross Income, minus Late Fees Waived, minus Late Fees ChargedOff.

 

(b)           Toestablish the applicable Late Fee Income Percentage, Bank will provide NMG witha Bi-Annual Late Fee Income Report, on or before the fifteenth (15th) Business Day of April and October each calendar year, that issubstantially similar to the sample Bi-Annual Late Fee Income Report attachedhereto as Exhibit B and identifies the difference between the Actual LateFee Net Income for the prior six (6) calendar months and the Base Late FeeNet Income for the prior six (6) calendar months.

 

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

 

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

 

(iii)           Effectof Termination. Upon termination of theAgreement, the applicable Late Fee Income Percentage will be pro-rated asfollows:

 

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

 

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

 

C.            If thecumulative difference between the Actual Late Fee Net Income and the Base LateFee Net Income is greater than the Adjusted Income Differential Amount, thenthe applicable Late Fee Income Percentage will be [***] for theamounts up to and including the Adjusted Income Differential Amount and [***] for allamounts greater than Adjusted Income Differential Amount.

 

(c)            For example,if the Bi-Annual Late Fee Income Report in October of2009 is as set forthin the sample Bi-Annual Report attached as Exhibit B, then the Late FeeIncome Participation Payments would be [***] in April of2008 and [***] in October of 2009.

 

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