**Exhibit 10.11**

 

EXECUTION COPY

 

**PLEDGE AND SECURITY AND INTERCREDITORAGREEMENT**

 

THIS PLEDGE AND SECURITY ANDINTERCREDITOR AGREEMENT (as it may be amended or modified from time to time, this“Agreement”) is entered into as of October 6, 2005 by and among NewtonAcquisition, Inc., a Delaware corporation (“Holdings”), NewtonAcquisition Merger Sub., Inc., a Delaware corporation (“Merger Sub”and, prior to the Merger, the “Borrower”), The Neiman Marcus Group, Inc.,a Delaware corporation (“Neiman Marcus”, and after the Merger, the “Borrower”),the Subsidiary Parties (as defined below) from time to time party hereto and CreditSuisse, in its capacity as administrative agent and collateral agent for theSecured Parties (as defined below) (in such capacity, the “Agent”).

 

**PRELIMINARY STATEMENT**

 

Referenceis hereby made to (a) the Credit Agreement dated as of the date hereof providingfor a term loan facility in an aggregate principal amount of $1,975,000,000(as amended, restated, supplemented or otherwise modified from time to time,the “Term Loan Credit Agreement”), among Holdings, Merger Sub, the Subsidiariesof Neiman Marcus from time to time party thereto and Credit Suisse, asadministrative agent, and (b) the Indenture dated as of May 27, 1998(as amended, restated, supplemented or otherwise modified from time to time,the “Existing Notes Indenture”), between Neiman Marcus and The Bank ofNew York, as trustee (in such capacity, the “Existing Notes Trustee”), pursuantto which the Borrower’s 7.125% Debentures due 2028 in an initial aggregateprincipal amount of $125,000,000 (the “2028 Debentures”) and the Borrower’s6.65% Senior Notes due 2008 in an initial aggregate principal amount of$125,000,000 (the “2008 Notes”) were issued.

 

Pursuantto the Term Loan Credit Agreement, the Grantors are entering into thisAgreement in order to induce the Term Loan Lenders to enter into and extendcredit to the Borrower under the Term Loan Credit Agreement and to secure the TermLoan Obligations.

 

Pursuantto the Existing Notes Indenture, the Borrower may not secure the Term LoanObligations with any Existing Notes Designated Collateral unless the Borrowershall have made effective provision to secure the 2028 Debentures and the 2008Notes equally and ratably with the Term Loan Obligations for as long as suchobligations are secured by any Existing Notes Designated Collateral.

 

ACCORDINGLY,the parties hereto agree as follows:

 

# **ARTICLE IDEFINITIONS**

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## Section 1.1.                                   Terms Defined in Term Loan Credit Agreement.  Allcapitalized terms used herein and not otherwise defined shall have the meaningsassigned to such terms in the Term Loan Credit Agreement.

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## Section 1.2.                                   Terms Defined in UCC.  Termsdefined in the UCC that are not otherwise defined in this Agreement are usedherein as defined in the UCC.

 

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## Section 1.3.                                   Definitions of Certain Terms Used Herein.  Asused in this Agreement, in addition to the terms defined in the preamble and PreliminaryStatement above, the following terms shall have the following meanings:

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“Account”shall have the meaning set forth in Article 9 of the UCC.

 

“AggregateTerm Loan Credit Exposure” means, at any time, the aggregate principalamount of loans outstanding under the Term Loan Credit Agreement at such time.

 

“Article”means a numbered article of this Agreement, unless another document isspecifically referenced.

 

“BankruptcyProceeding” means, with respect to any Person, a general assignment by suchPerson for the benefit of its creditors, or the institution by or against suchPerson of any proceeding seeking relief as debtor, or seeking to adjudicatesuch Person as bankrupt or insolvent, or seeking reorganization, arrangement,adjustment or composition of such Person or its debts, under any law relatingto bankruptcy, insolvency, reorganization or relief of debtors, or seekingappointment of a receiver, trustee, custodian or other similar official forsuch Person or for any substantial part of its property.

 

“ChattelPaper” shall have the meaning set forth in Article 9 of the UCC.

 

“Collateral”shall have the meaning set forth in Article II.

 

“CommercialTort Claim” shall have the meaning set forth in Article 9 of the UCC.

 

“ConsignmentInventory” means any Inventory held by a Grantor on a consignment basis,which Inventory is not owned by a Grantor (and would not be reflected on aconsolidated balance sheet of Borrower and its Subsidiaries prepared inaccordance with GAAP).

 

“ConsignmentProceeds” means any proceeds from the sale of any Consignment Inventory,solely to the extent that such proceeds are identifiable proceeds from the saleof Consignment Inventory and that the Borrower identifies such proceeds as suchthrough a method of tracing reasonably satisfactory to the Agent.

 

 “Control” shall have the meaning setforth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106or 9-107 of Article 9 of the UCC.

 

“Copyrights”means, with respect to any Person, all of such Person’s right, title, andinterest in and to the following:  (a) allcopyrights, rights and interests in copyrights, works protectable by copyright,copyright registrations, and copyright applications; (b) all renewals ofany of the foregoing; (c) all income, royalties, damages, and payments nowor hereafter due and/or payable under any of the foregoing, including, withoutlimitation, damages or payments for past or future infringements for any of theforegoing; (d) the right to sue for past, present, and futureinfringements of any of the foregoing; and (e) all rights corresponding toany of the foregoing throughout the world.

 

“CreditAgreement Event of Default” means any “Event of Default”, as defined in theTerm Loan Credit Agreement.

 

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“DepositAccount” shall have the meaning set forth in Article 9 of the UCC.

 

“Document”shall have the meaning set forth in Article 9 of the UCC.

 

“Equipment”shall have the meaning set forth in Article 9 of the UCC.

 

“Eventof Default” means a Credit Agreement Event of Default or an Existing NotesEvent of Default.

 

“ExcludedAssets” means

 

(a)                                  the Specified Credit Card Receivables, anySpecified Credit Card Payments and any Specified In-Store Credit Card Payments;

 

(b)                                 the HSBC Credit Card Receivables Accounts;

 

(c)                                  more than 65% of the issued and outstandingvoting Equity Interests of any Foreign Subsidiary;

 

(d)                                 any Domestic Subsidiary that is taxed as apartnership for federal income tax purposes that holds Equity Interests of aForeign Subsidiary whose Equity Interests are pledged pursuant to this SecurityAgreement;

 

(e)                                  any Margin Stock;

 

(f)                                    Equity Interests in Kate Spade LLC, GurwitchProducts, L.L.C. and Willow Bend Beverage Corporation;

 

(g)                                 any intercompany Indebtedness of (i) theBorrower or any Subsidiary that is a Loan Party owing to a Subsidiary that is aLoan Party, (ii) a Subsidiary that is a Loan Party owing to the Borroweror (iii) any Subsidiary that is not a Loan Party owing to the Borrower orowing to a Subsidiary that is a Loan Party (in the case of (iii), other thansuch Indebtedness that is Indebtedness for borrowed money and has a principalamount of $5,000,000 or more);

 

(h)                                 subject to Section 11.16(d), anyEquity Interests to the extent that a pledge of such Equity Interests wouldgive rise to additional subsidiary reporting requirements under Rule 3-10or Rule 3-16 of Regulation S-X promulgated under the Exchange Act of 1934;

 

(i)                                     any Consignment Inventory and any ConsignmentProceeds;

 

(j)                                     any Leased-Department Inventory and anyLeased-Department Proceeds;

 

(k)                                  any leases, licenses, rights or otheragreements contained within the Collateral to which any Grantor is a party orany of its rights or interests are subject thereto to the extent and solely tothe extent that the proximate result of the grant of such security interestshall be to (1) constitute or result in the abandonment, invalidation orunenforceability of any right, title or interest in such Grantor therein, or (2) createa situation under which such Grantor shall be deemed to have breached orterminated pursuant to the terms of, or defaulted under, any such Collateral;and in each case under

 

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clauses(1) and (2) above such abandonment, invalidation, unenforceability,breach, termination or default would not be rendered ineffective pursuant toSections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or anysuccessor provision or provisions) of any relevant jurisdiction or any otherapplicable law or principles or equity; provided, however, that the ExcludedAssets shall not include, and such security interest shall attach immediatelyat such time as the condition causing such abandonment, invalidation,unenforceability, breach, termination or default shall be remedied and to theextent severable, shall attach immediately to, any portion of such lease,license, right or agreement that does not result in any of the consequencesspecified in (1) or (2) above; and

 

(l)                                     assets that are acquired by any Grantor withthe proceeds of Indebtedness incurred pursuant to Section 6.01(b)(vi) ofthe Term Loan Credit Agreement and that are subject to a purchase money Lien infavor of the lenders under such Indebtedness; provided, however,that the aggregate purchase price paid for the acquisition of such assets shallnot exceed $75,000,000 in the aggregate.

 

 “Exhibit” refers to a specific exhibitto this Agreement, unless another document is specifically referenced.

 

 “Existing Notes Designated Collateral”means (a) any “Principal Property” (as such term is defined in theExisting Notes Indenture) of the Borrower or any Restricted Subsidiary (asdefined in the Existing Notes Indenture) and (b) any Equity Interests orindebtedness of any Subsidiary of the Borrower. For the avoidance of doubt, Existing Notes Designated Collateral doesnot include (i) any Equity Interests of the Borrower or (ii) anyExcluded Assets.

 

“ExistingNotes Event of Default” means any “Event of Default”, as defined in theExisting Notes Indenture.

 

*“Existing Notes Indenture” has the meaning set forth in thePreliminary Statement.*

 

“ExistingNotes Obligations” means the 2008 Notes Obligations and the 2028 DebentureObligations.

 

“ExistingNotes Trustee” means The Bank of New York, in its capacity as trustee underthe Existing Notes Indenture.

 

“ExistingNotes Secured Parties” means the 2008 Notes Secured Parties and the 2028Debentures Secured Parties.

 

“Fixture”shall have the meaning set forth in Article 9 of the UCC.

 

“GeneralIntangible” shall have the meaning set forth in Article 9 of the UCC.

 

“Goods”shall have the meaning set forth in Article 9 of the UCC.

 

“Grantors”means Holdings, the Borrower and the Subsidiary Parties.

 

“HSBCCredit Card Receivables Accounts” means the deposit accounts # 001846205held at HSBC Bank USA, N.A. and # 08806372312 held at JPMorgan Chase Bank,containing proceeds of Specified Credit Card Receivables, which account isowned by the Borrower but

 

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controlled by HSBC and theownership of which is anticipated to be transferred to HSBC in the first orsecond calendar quarter of 2006.

 

 “Instrument” shall have the meaning setforth in Article 9 of the UCC.

 

“IntercreditorAgreement” means the Lien Subordination and Intercreditor Agreement dated asof the date hereof, among Holdings, the Borrower, the Subsidiaries from time totime party thereto, the Revolving Facility Agent and the Agent, as amended,modified or supplemented from time to time.

 

“Inventory”shall have the meaning set forth in Article 9 of the UCC.

 

“InvestmentProperty” shall have the meaning set forth in Article 9 of the UCC.

 

“Leased-DepartmentInventory” means any Inventory relating to a leased department within oneof the Grantors’ retail stores, which Inventory is not owned by a Grantor (andwould not be reflected on a consolidated balance sheet of Borrower and itsSubsidiaries prepared in accordance with GAAP).

 

“Leased-DepartmentProceeds” means any proceeds from the sale of any Leased-DepartmentInventory, solely to the extent that such proceeds are identifiable proceedsfrom the sale of Leased-Department Inventory and that the Borrower identifiessuch proceeds as such through a method of tracing reasonably satisfactory tothe Agent.

 

“Letter-of-CreditRight” shall have the meaning set forth in Article 9 of the UCC.

 

“Licenses”means, with respect to any Grantor, all of such Grantor’s right, title, andinterest in and to (a) any and all licensing agreements or similararrangements in and to its owned (1) Patents, (2) Copyrights, or (3) Trademarks,(b) all income, royalties, damages, claims, and payments now or hereafterdue or payable under and with respect thereto, including, without limitation,damages and payments for past and future breaches thereof, and (c) allrights to sue for past, present, and future breaches thereof.

 

*“Obligations” means the Term Loan Obligations and the ExistingNotes Obligations.*

 

“Patents”means, with respect to any Person, all of such Person’s right, title, andinterest in and to:  (a) any and allpatents and patent applications; (b) all inventions and improvements describedand claimed therein; (c) all reissues, divisions, continuations, renewals,extensions, and continuations-in-part thereof; (d) all income, royalties,damages, claims, and payments now or hereafter due or payable under and withrespect thereto, including, without limitation, damages and payments for pastand future infringements thereof; (e) all rights to sue for past, present,and future infringements thereof; and (f) all rights corresponding to anyof the foregoing throughout the world.

 

“PerfectionCertificate”  means a certificatesubstantially in the form of Exhibit I completed and supplementedwith the schedules and attachments contemplated thereby, and duly executed by aResponsible Officer of the Borrower.

 

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“PermittedLiens” means the “Permitted Liens” as defined in the Term Loan CreditAgreement.

 

“PledgedCollateral” means all Instruments, Securities and other Investment Propertyowned by any Grantor, other than any Instruments, Securities or InvestmentProperty that is an Excluded Asset (for so long and to the extent suchexclusion is applicable), whether or not physically delivered to the Agentpursuant to this Agreement.

 

“Receivables”means the Accounts, Chattel Paper, Documents, Investment Property, Instrumentsand any other rights or claims to receive money (other than the Specified CreditCard Receivables) that are General Intangibles or that are otherwise includedas Collateral.

 

“RequiredSecured Parties” means (a) prior to an acceleration of the Term LoanObligations under the Term Loan Credit Agreement, the “Required Lenders” asdefined in the Term Loan Credit Agreement (with any loans under the Term LoanCredit Agreement and unused commitments thereunder held by the Borrower or anyof its Affiliates being excluded for such purpose), (b) after anacceleration of the Term Loan Obligations under the Term Loan Credit Agreementbut prior to the date upon which the Term Loan Credit Agreement has terminatedby its terms and all of the obligations thereunder have been paid in full, TermLoan Lenders holding in the aggregate loans under the Term Loan CreditAgreement representing more than 50% of the Aggregate Term Loan Credit Exposure(with any such loans held by the Borrower or any of its Affiliates beingexcluded for this purpose), and (c) after the Term Loan Credit Agreementhas terminated by its terms and all of the Term Loan Obligations thereunderhave been paid in full (whether or not the Term Loan Obligations under the TermLoan Credit Agreement were ever accelerated), Term Loan Lenders holding in theaggregate at least a majority of the aggregate net Secured Hedging Obligationsthen due and unpaid from the Grantors to the Term Loan Lenders under HedgeAgreements, as determined by the Term Loan Agent in its reasonable discretion.

 

“RevolvingFacility Agent” means Deutsche Bank Trust Company Americas, in its capacityas administrative agent and collateral agent under the Revolving FacilityCredit Agreement.

 

“RevolvingFacility Credit Agreement” means the Credit Agreement dated the date hereofamong Holdings, the Borrower, the Subsidiary Parties and the Revolving FacilityAgent, as amended, restated supplemented or otherwise modified from time totime.

 

“RevolvingFacility First Lien Collateral Transition Date” has the meaning set forthin the Intercreditor Agreement.

 

“Section”means a numbered section of this Agreement, unless another document isspecifically referenced.

 

“SecuredParties” means the Term Loan Secured Parties and the Existing Notes SecuredParties.

 

“Security”shall have the meaning set forth in Article 8 of the UCC.

 

“SpecifiedCredit Card Receivables” means the Accounts, Documents and other rights orclaims to receive money which are General Intangibles and that have been or fromtime to time are

 

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sold or otherwisetransferred to (i) HSBC pursuant to the HSBC Arrangements or (ii) anythird party pursuant to any Permitted Replacement Credit Card Program.

 

“SpecifiedCredit Card Payments” means any payments by the holder of a private labelcredit card subject to the HSBC Arrangements or any Permitted ReplacementCredit Card Program to the issuer of such credit card that are (i) in thecase of the HSBC Arrangements, made to a HSBC Credit Card Receivables Accountsor (ii) in the case of any Permitted Replacement Credit Card Program, madeto any account of a Grantor prior to the transition of ownership of suchaccount to the applicable third party in connection with the establishment ofthe applicable Permitted Replacement Credit Card Program.

 

“SpecifiedIn-Store Credit Card Payments” means any payments made in-person bycustomers in respect of private label credit cards subject to the HSBCArrangements or any Permitted Replacement Credit Card Program in one of theGrantors’ retail stores, solely to the extent that such payments areidentifiable payments from the holders of such private label credit cards andthat the Borrower identifies such payments as such through a method of tracingreasonably satisfactory to the Agent.

 

 “Stock Rights” means all dividends,instruments or other distributions and any other right or property which anyGrantor shall receive or shall become entitled to receive for any reasonwhatsoever with respect to, in substitution for or in exchange for any EquityInterest constituting Collateral, any right to receive an Equity Interest constitutingCollateral and any right to receive earnings, in which such Grantor now has orhereafter acquires any right, issued by an issuer of such Equity Interest.

 

“SubsidiaryParties” means (a) the Subsidiaries identified on Exhibit Jhereto, (b) NM Nevada Trust, a Massachusetts business trust, and (c) eachother Domestic Subsidiary that becomes a party to this Agreement as a SubsidiaryParty after the date hereof, in accordance with Section 11.14 herein and Section 5.11of the Term Loan Credit Agreement.

 

“SupportingObligation” shall have the meaning set forth in Article 9 of the UCC.

 

*“Term Loan Credit Agreement” has the meaning set forth in thePreliminary Statement.*

 

“TermLoan/Notes Documents” has the meaning set forth in the IntercreditorAgreement.

 

“TermLoan Lenders” means the “Lenders” under and as defined in the Term LoanCredit Agreement.

 

“TermLoan Obligations” means (a) the due and punctual payment by theBorrower of (i) the principal of and interest (including interestaccruing during the pendency of any bankruptcy, insolvency, receivership orother similar proceeding, regardless of whether allowed or allowable in suchproceeding) when and as due, whether at maturity, by acceleration, upon one ormore dates set for prepayment or otherwise, on the loans under the Term LoanCredit Agreement and (ii) all other monetary obligations of theBorrower or any other Grantor to any of the Term Loan Secured Parties under theTerm Loan Credit Agreement and each of the Term Loan Security Documents,including fees, costs, expenses and indemnities, whether primary, secondary,direct, contingent, fixed or

 

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otherwise (includingmonetary obligations incurred during the pendency of any bankruptcy,insolvency, receivership or other similar proceeding, regardless of whetherallowed or allowable in such proceeding), (b) the due and punctual performanceof all other obligations of the Borrower or any other Grantor to any of theTerm Loan Secured Parties under or pursuant to the Term Loan Credit Agreementand each of the Term Loan Security Documents and (c) the due and punctualpayment and performance of all the obligations of the Borrower and each otherGrantor to any of the Term Loan Secured Parties under this Agreement and eachof the Term Loan Security Documents*.*

 

“TermLoan Secured Parties” means (a) the Term Loan Lenders, (b) the Agent,(c) each counterparty to any Hedge Agreement with a Loan Party theobligations under which constitute Secured Hedge Obligations, (d) eachbeneficiary of any indemnification obligation undertaken by *theBorrower or any other Grantor* under any Term Loan/Notes Documentand (e) the successors and assigns of each of the foregoing.

 

“TermLoan Security Documents” shall have the meaning set forth in theIntercreditor Agreement.

 

“Trademarks”means, with respect to any Person, all of such Person’s right, title, and interestin and to the following:  (a) alltrademarks (including service marks), trade names, trade dress, and tradestyles and the registrations and applications for registration thereof and thegoodwill of the business symbolized by the foregoing; (b) all licenses ofthe foregoing, whether as licensee or licensor; (c) all renewals of theforegoing; (d) all income, royalties, damages, and payments now orhereafter due or payable with respect thereto, including, without limitation,damages, claims, and payments for past and future infringements thereof; (e) allrights to sue for past, present, and future infringements of the foregoing,including the right to settle suits involving claims and demands for royaltiesowing; and (f) all rights corresponding to any of the foregoing throughoutthe world.

 

“2008Notes Obligations” means (a) the due and punctual payment by theBorrower of (i) the principal of and interest (including interestaccruing during the pendency of any bankruptcy, insolvency, receivership or othersimilar proceeding, regardless of whether allowed or allowable in suchproceeding) when and as due, whether at maturity, by acceleration, upon one ormore dates set for prepayment or otherwise, on the 2008 Notes (ii) and allother monetary obligations of the Borrower or any other Grantor to any of the2008 Notes Secured Parties under the Existing Notes Indenture and each of the TermLoan Security Documents related thereto, including fees, costs, expenses andindemnities, whether primary, secondary, direct, contingent, fixed or otherwise(including monetary obligations incurred during the pendency of any bankruptcy,insolvency, receivership or other similar proceeding, regardless of whetherallowed or allowable in such proceeding), (b) the due and punctualperformance of all other obligations of the Borrower or any other Grantor toany of the 2008 Notes Secured Parties under or pursuant to the Existing NotesIndenture and each of the Term Loan Security Documents related thereto and (c) thedue and punctual payment and performance of all the obligations of each otherGrantor to any of the 2008 Notes Secured Parties under this Agreement and eachof the Term Loan Security Documents related thereto.

 

“2008Notes Secured Parties” *means (a) the holders of the 2008 Notes, (b) each beneficiaryof any indemnification obligation undertaken by the Borrower or any otherGrantor under any Existing Notes Indenture and (c) the successors andassigns of each of the foregoing.*

 

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“2028Debentures Obligations” means (a) the due and punctual payment by theBorrower of (i) the principal of and interest (including interestaccruing during the pendency of any bankruptcy, insolvency, receivership orother similar proceeding, regardless of whether allowed or allowable in suchproceeding) when and as due, whether at maturity, by acceleration, upon one ormore dates set for prepayment or otherwise, on the 2028 Debentures and (ii) allother monetary obligations of the Borrower or any other Grantor to any of the2028 Debentures Secured Parties under the Existing Notes Indenture and each ofthe Term Loan Security Documents related thereto, including fees, costs,expenses and indemnities, whether primary, secondary, direct, contingent, fixedor otherwise (including monetary obligations incurred during the pendency ofany bankruptcy, insolvency, receivership or other similar proceeding,regardless of whether allowed or allowable in such proceeding), (b) thedue and punctual performance of all other obligations of the Borrower or anyother Grantor to any of the 2028 Debentures Secured Parties under or pursuantto the Existing Notes Indenture and each of the Term Loan Security Documentsrelated thereto and (c) the due and punctual payment and performance ofall the obligations of each other Grantor to any of the 2028 Debentures SecuredParties under this Agreement and each of the Term Loan Security Documentsrelated thereto.

 

“2028Debentures Secured Parties” *means (a) the holders of the 2028 Debentures, (b) eachbeneficiary of any indemnification obligation undertaken by the Borrower or anyother Grantor under any Existing Notes Indenture and (c) the successorsand assigns of each of the foregoing.*

 

“UCC”means the Uniform Commercial Code as in effect from time to time in the Stateof New York.

 

Theforegoing definitions shall be equally applicable to both the singular andplural forms of the defined terms.

 

# **ARTICLE IIGRANT OF SECURITY INTEREST**

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EachGrantor hereby pledges, assigns and grants to the Agent, on behalf of and forthe ratable benefit of the Secured Parties, a security interest in all of itsright, title and interest in, to and under all personal property and otherassets, whether now owned by or owing to, or hereafter acquired by or arisingin favor of such Grantor (including under any trade name or derivationsthereof), and regardless of where located (all of which are collectivelyreferred to as the “Collateral”), including:

 

#### (i)                                     all Accounts;

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#### (ii)                                  all Chattel Paper;

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#### (iii)                               all Copyrights, Patents and Trademarks;

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#### (iv)                              all Documents;

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#### (v)                                 all Equipment;

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#### (vi)                              all Fixtures;

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#### (vii)                           all General Intangibles;

 

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#### (viii)                        all Goods;

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#### (ix)                                all Instruments;

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#### (x)                                   all Inventory;

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#### (xi)                                all Investment Property;

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#### (xii)                             all cash or cash equivalents;

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#### (xiii)                          all letters of credit, Letter-of-CreditRights and Supporting Obligations;

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#### (xiv)                         all Deposit Accounts with any bank or otherfinancial institution;

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#### (xv)                            all Commercial Tort Claims as specified from timeto time in Exhibit E; and

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#### (xvi)                         all accessions to, substitutions for andreplacements, proceeds (including Stock Rights), insurance proceeds andproducts of the foregoing, together with all books and records, customer lists,credit files, computer files, programs, printouts and other computer materialsand records related thereto and any General Intangibles at any time evidencingor relating to any of the foregoing;

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tosecure the prompt and complete payment and performance of the Obligations.

 

Notwithstanding the foregoing or anything herein tothe contrary, in no event shall the “Collateral” include or the securityinterest attach to any Excluded Asset.

 

# **ARTICLE IIIREPRESENTATIONS AND WARRANTIES**

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TheGrantors, jointly and severally, represent and warrant to the Agent, for thebenefit of the Secured Parties, that:

 

## Section 3.1.                                   Title, Perfection and Priority.  EachGrantor has good and valid rights in, or the power to transfer the Collateraland title to, the Collateral with respect to which it has purported to grant asecurity interest hereunder, free and clear of all Liens except PermittedLiens, and has full power and authority to grant to the Agent the securityinterest in such Collateral pursuant hereto. When financing statements have been filed in the appropriate officesagainst such Grantor in the locations listed on Exhibit G, the Agentwill have a fully perfected first priority security interest in that Collateralin which a security interest may be perfected by filing under the UniformCommercial Code in effect in the applicable jurisdiction, subject only toPermitted Liens and to the terms of the Intercreditor Agreement.

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## Section 3.2.                                   Type and Jurisdiction of Organization,Organizational and Identification Numbers.  The type of entity of eachGrantor, its jurisdiction of organization, the organizational number issued toit by its jurisdiction of organization and its federal employer identificationnumber are set forth on Exhibit A.

 

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## Section 3.3.                                   Principal Location.  EachGrantor’s mailing address and the location of its place of business (if it hasonly one) or its chief executive office (if it has more than one place ofbusiness), is disclosed on Exhibit A.

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## Section 3.4.                                   Collateral Locations.  Eachlocation where Collateral is located as of the date hereof (except forInventory in transit) is listed on Exhibit A.  All of said locations are owned by a Grantorexcept for locations (i) that are leased by a Grantor as lessee anddesignated in Part III(b) of Exhibit A and (ii) atwhich Inventory is held in a public warehouse or is otherwise held by a baileeor on consignment as designated in Part III(c) of Exhibit A.

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## Section 3.5.                                   Bailees, Warehousemen, Etc.  Exhibit Bhereto sets forth a list, as of the date hereof, of each bailee, warehousemanand other third party in possession or control of any Inventory of any Grantor (exceptfor Inventory in transit) and specifies as to each bailee, warehouseman orother third party whether the value of the Inventory, at cost, possessed orcontrolled by such bailee, warehouseman or other third party exceeds $2,500,000.

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## Section 3.6.                                   Exact Names.  Thename in which each Grantor has executed this Agreement is the exact name as itappears in such Grantor’s organizational documents, as amended, as filed withsuch Grantor’s jurisdiction of organization. No Grantor has, during the past five years, been known by or used anyother corporate or fictitious name, or been a party to any merger orconsolidation (other than, in the case of the Borrower, the Merger) except asdisclosed in the Perfection Certificate.

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## Section 3.7.                                   Letter-of-Credit Rights and Chattel Paper.  Exhibit Clists all Letter-of-Credit Rights and Chattel Paper of each Grantor.  All actions necessary or desirable to protectand perfect the Agent’s Lien under the laws of the United States, on each itemlisted on Exhibit C (including the delivery of all originals asrequired hereunder) has been duly taken by each Grantor. The Agent will have afully perfected first priority security interest in the Collateral listed on Exhibit C,subject only to Permitted Liens and to the terms of the Intercreditor Agreement.

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## Section 3.8.                                   Accounts and Chattel Paper.  Thenames of the obligors, amounts owing, due dates and other information withrespect to each Grantor’s Accounts and Chattel Paper that are Collateral areand will be correctly stated, at the time furnished, in all records of suchGrantor relating thereto and in all invoices furnished to the Agent by suchGrantor from time to time.

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## Section 3.9.                                   Intellectual Property.  NoGrantor has any interest in, or title to, any Patent, Trademark or Copyrightexcept as set forth on Exhibit D. This Agreement is effective to create a valid and continuing Lien under theUCC and the laws of the United States and, upon filing of appropriate financingstatements in the offices listed on Exhibit G and this Agreementwith the United States Copyright Office and the United States Patent andTrademark Office, fully perfected first priority security interests under theUCC and the laws of the United States (subject to the terms of theIntercreditor Agreement) in favor of the Agent for the ratable benefit of theSecured Parties on the Patents, Trademarks and Copyrights of the Grantors, suchperfected security interests are enforceable as such as against any and allcreditors of and purchasers from the Grantors; and all action necessary ordesirable under the UCC and the laws of the United States to protect andperfect the Agent’s Lien on the Patents, Trademarks or Copyrights of theGrantors shall have been duly taken.

 

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## Section 3.10.                             No Financing Statements, Security Agreements.  Nofinancing statement or security agreement describing all or any portion of theCollateral that has not lapsed or been terminated naming a Grantor as debtorhas been filed or is of record in any jurisdiction except (a) forfinancing statements or security agreements naming the Agent on behalf of the SecuredParties as the secured party and (b) Permitted Liens.

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## Section 3.11.                             Pledged Collateral.

##  

### (a)                                  Exhibit F sets forth a complete and accurate list ofall of the Pledged Collateral and the percentage of the total issued andoutstanding Equity Interests of the issuer represented thereby (except anyEquity Interests in respect of which a Grantor owns less than 10% of the EquityInterests of the issuer of such Equity Interests).  Each Grantor is the direct, sole beneficialowner and sole holder of record of the Pledged Collateral listed on Exhibit Fas being owned by it, free and clear of any Liens, except for the securityinterest granted to the Agent for the ratable benefit of the Secured Partieshereunder and Permitted Liens.  EachGrantor further represents and warrants that (i) all Pledged Collateralconstituting an Equity Interest has been (to the extent such concepts arerelevant with respect to such Pledged Collateral) duly authorized and validlyissued by the issuer thereof and are fully paid and non-assessable, (ii) withrespect to any certificates delivered to the Agent representing an EquityInterest, either such certificates are Securities as defined in Article 8of the UCC as a result of actions by the issuer or otherwise, or, if such certificatesare not Securities, such Grantor has so informed the Agent so that the Agent maytake steps to perfect its security interest therein as a General Intangible, (iii) itshall have used commercially reasonable efforts to ensure that all PledgedCollateral held by a securities intermediary is covered by a control agreementamong the applicable Grantor, the securities intermediary and the Agentpursuant to which the Agent has Control and (iv) all Pledged Collateral thatrepresents Indebtedness owed to any Grantor has been duly authorized,authenticated or issued and delivered by the issuer of such Indebtedness, isthe legal, valid and binding obligation of such issuer and such issuer is notin default thereunder.

###  

### (b)                                 (i) None of the Pledged Collateral hasbeen issued or transferred in violation of the securities registration,securities disclosure or similar laws of any jurisdiction to which suchissuance or transfer may be subject, (ii) none of the Pledged Collateralis or will be subject to any option, right of first refusal, shareholdersagreement, charter or by-law provisions or contractual restriction of anynature that might prohibit, impair, delay or otherwise affect the pledge ofsuch Pledged Collateral hereunder, the sale or disposition thereof pursuanthereto or the exercise by the Agent of rights and remedies hereunder, and (iii) noconsent, approval, authorization, or other action by, and no giving of notice,filing with, any governmental authority or any other Person is required for thepledge by the Grantors of the Pledged Collateral pursuant to this Agreement orfor the execution, delivery and performance of this Agreement by the Grantors,or for the exercise by the Agent of the voting or other rights provided for in thisAgreement or for the remedies in respect of the Pledged Collateral pursuant to thisAgreement, except as may be required in connection with such disposition bylaws affecting the offering and sale of securities generally.

###  

### (c)                                  Except as set forth on Exhibit F,none of the Pledged Collateral which represents Indebtedness owed to a Grantoris subordinated in right of payment to other Indebtedness or subject to theterms of an indenture.

 

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## Section 3.12.                             Commercial Tort Claims.  As ofthe date hereof, no Grantor holds any Commercial Tort Claims having a value inexcess of $1,000,000 for which such Grantor has filed a complaint in a court ofcompetent jurisdiction, except as indicated on Exhibit E hereto.

##  

## Section 3.13.                             Perfection Certificate.  ThePerfection Certificate has been duly prepared, completed and executed and theinformation set forth therein is correct and complete in all material respects asof the date hereof.

##  

# **ARTICLE IVCOVENANTS**

# ** **

Fromthe date hereof, and thereafter until this Agreement is terminated, eachGrantor agrees that:

 

## Section 4.1.                                   General.

##  

### (a)                                  Collateral Records.  EachGrantor will maintain complete and accurate books and records as is consistentwith its practices as of the date hereof in all material respects with respectto the Collateral, and furnish to the Agent such reports relating to theCollateral as the Agent shall from time to time reasonably request.

###  

### (b)                                 Authorization to File Financing Statements;Ratification.  Each Grantor hereby authorizes the Agent tofile, and if requested will deliver to the Agent, all financing statements andother documents and take such other actions as may from time to time berequested by the Agent in order to maintain a first priority (subject to theterms of the Intercreditor Agreement) perfected security interest in and, ifapplicable, Control of, the Collateral. Any financing statement filed by the Agent may be filed in any filingoffice in any applicable Uniform Commercial Code jurisdiction and may (i) indicatethe Collateral (1) as all assets of the applicable Grantor or words ofsimilar effect, regardless of whether any particular asset comprised in theCollateral falls within the scope of Article 9 of the Uniform CommercialCode of such jurisdiction, or (2) by any other description whichreasonably approximates the description contained in this Agreement, and (ii) containany other information required by part 5 of Article 9 of the UCC for thesufficiency or filing office acceptance of any financing statement or amendment,including (A) whether the Grantor is an organization, the type oforganization and any organization identification number issued to the Grantorand (B) in the case of a financing statement filed as a fixture filing, asufficient description of real property to which the Collateral relates.  Each Grantor also agrees to furnish any suchinformation to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filedin any Uniform Commercial Code jurisdiction any initial financing statements oramendments thereto if filed prior to the date hereof.

###  

### (c)                                  Further Assurances.  EachGrantor will, if reasonably requested by the Agent, but not more frequentlythan once per quarter, furnish to the Agent statements and schedules furtheridentifying and describing the Collateral and such other reports andinformation in connection with the Collateral as the Agent may reasonablyrequest, all in such detail as the Agent may reasonably specify.  Each Grantor also agrees to take any and allactions necessary to defend title to the Collateral against all persons and todefend the security interest of the Agent in the Collateral and the prioritythereof against any Lien other than Permitted Liens.

 

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### (d)                                 Disposition of Collateral.  NoGrantor will sell, lease, transfer or otherwise dispose of the Collateral exceptfor sales, leases, transfers and other dispositions specifically permittedpursuant to the terms of the Term Loan Credit Agreement.

###  

### (e)                                  Liens.  No Grantor will create, incur,or suffer to exist any Lien on the Collateral except (i) the security interestcreated by this Agreement and (ii) Permitted Liens.

###  

### (f)                                    Other Financing Statements.  NoGrantor will authorize the filing of any financing statement naming it asdebtor covering all or any portion of the Collateral, except to cover securityinterests that are Permitted Liens. Each Grantor acknowledges that it is notauthorized to file any financing statement or amendment or terminationstatement with respect to any financing statement without the prior writtenconsent of the Agent, subject to such Grantor’s rights under Section 9-509(d)(2) ofthe UCC.  Without limiting the foregoing,each Grantor shall use its commercially reasonable efforts to ensure that anyfinancing statement filed by any Person with respect to Consignment Inventoryshall clearly indicate that such financing statement relates to a consignmenttransaction with respect to such Consignment Inventory between the applicableGrantor and such Person.

###  

### (g)                                 Change of Name, Etc.  EachGrantor agrees to furnish to the Agent prompt written notice of any changein:  (i) such Grantor’s name; (ii) thelocation of such Grantor’s chief executive office or its principal place ofbusiness; (iii) such Grantor’s organizational legal entity designation orjurisdiction of incorporation or formation; (iv) such Grantor’s FederalTaxpayer Identification Number or organizational identification number assignedto it by its jurisdiction of incorporation or formation; or (v) theacquisition by such Grantor of any material property for which additionalfilings or recordings are necessary to perfect and maintain the Agent’ssecurity interest therein (to the extent perfection of the security interest insuch property is required by the terms hereof). Each Grantor agrees not to effect or permit any change referred to inthe preceding sentence unless all filings have been made under the Uniform CommercialCode or other applicable law that are required in order for the Agent tocontinue at all times following such change to have a valid, legal andperfected, first priority security interest (subject to the terms of theIntercreditor Agreement and to Permitted Liens that have priority by operationof applicable law) in the Collateral for its benefit and the benefit of theother Secured Parties.

###  

### (h)                                 Compliance with Terms.  EachGrantor will perform and comply in all material respects with all obligationsin respect of the Collateral and all material agreements relating to theCollateral to which it is a party or by which it is bound.

###  

## Section 4.2.                                   Receivables.

##  

### (a)                                  Certain Agreements on Receivables.  NoGrantor will make or agree to make any discount, credit, rebate or otherreduction in the original amount owing on a Receivable or accept insatisfaction of a Receivable less than the original amount thereof, exceptthat, prior to the occurrence of an Event of Default, any Grantor may reducethe amount of Accounts, whether from the sale of Inventory or otherwise, inaccordance with its present policies and in the ordinary course of business.

 

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### (b)                                 Collection of Receivables. Except as otherwise provided in this Agreement, each Grantor willcollect and enforce, in accordance with its present policies and in theordinary course of business, all amounts due or hereafter due to such Grantorunder the Receivables.

###  

### (c)                                  Electronic Chattel Paper.  Ifany Grantor at any time holds or acquires an interest in any Electronic ChattelPaper or any “transferable record”, as that term is defined in Section 201of the Federal Electronic Signatures in Global and National Commerce Act, or inSection 16 of the Uniform Electronic Transactions Act as in effect in anyrelevant jurisdiction, such Grantor shall promptly notify the Agent thereofand, at the request of the Agent, shall take such action as the Agent mayreasonably request to vest in the Agent Control under UCC Section 9-105 ofsuch Electronic Chattel Paper or control (to the extent the meaning of “control”has not been clearly established under such provisions, “control” in thisparagraph (c) to have such meaning as the Agent shall in good faithspecify in writing after consultation with the Borrower) under Section 201of the Federal Electronic Signatures in Global and National Commerce Act or, asthe case may be, Section 16 of the Uniform Electronic Transactions Act, asso in effect in such jurisdiction, of such transferable record.  The Agent agrees with such Grantor that theAgent will arrange, pursuant to procedures reasonably satisfactory to the Agentand so long as such procedures will not result in the Agent’s loss of Controlor control, as applicable, for the Grantor to make alterations to theElectronic Chattel Paper or transferable record permitted under UCC Section 9-105or, as the case may be, Section 201 of the Federal Electronic Signaturesin Global and National Commerce Act or Section 16 of the UniformElectronic Transactions Act for a party in Control to allow without loss ofControl or control, as applicable, unless an Event of Default has occurred andis continuing or would occur after taking into account any action by suchGrantor with respect to such Electronic Chattel Paper or transferable record.

###  

## Section 4.3.                                   Delivery of Instruments, Securities, ChattelPaper and Documents. EachGrantor will (a) deliver to the Agent immediately upon execution of thisAgreement the originals of all Chattel Paper, Securities and Instrumentsconstituting Collateral (if any then exist), (b) hold in trust for the Agentupon receipt and promptly thereafter deliver to the Agent any Chattel Paper,Securities and Instruments constituting Collateral received after the datehereof, (c) upon the Agent’s request, deliver to the Agent, and thereafterhold in trust for the Agent upon receipt and promptly deliver to the Agent anyDocument evidencing or constituting Collateral and (d) upon the Agent’srequest, deliver to the Agent a duly executed amendment to this Agreement, inthe form of Exhibit H hereto (each, an “Amendment”),pursuant to which such Grantor will pledge any additional Collateral.  Each Grantor hereby authorizes the Agent toattach each Amendment to this Agreement and agrees that all additional collateralset forth in such Amendments shall be considered to be part of the Collateral.

##  

## Section 4.4.                                   Uncertificated Pledged Collateral.  TheGrantors will permit the Agent from time to time to cause the appropriateissuers (and, if held with a securities intermediary, such securitiesintermediary) of uncertificated securities or other types of Pledged Collateralwith respect to which a Grantor owns 50% or more of the Equity Interests of theissuer of such Pledged Collateral not represented by certificates to mark theirbooks and records with the numbers and face amounts of all such uncertificatedsecurities or other types of Pledged Collateral not represented by certificatesand all rollovers and replacements therefor to reflect the Lien of the Agentgranted pursuant to this Agreement.  TheGrantors will take any actions reasonably necessary to cause (a) theissuers of uncertificated securities which are Pledged Collateral with respectto which a Grantor owns 50% or more of the Equity Interests of the issuer ofsuch Pledged Collateral, and (b) any securities intermediary which is theholder of any Pledged Collateral, to cause the Agent to have and retain

 

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## Control over such Pledged Collateral.  Without limiting the foregoing, each applicableGrantor will use its commercially reasonable efforts to cause, with respect toPledged Collateral held with a securities intermediary in an account with anaggregate asset value of $5,000,000 or more, such securities intermediary toenter into a control agreement with the Agent, in form and substancesatisfactory to the Agent, giving the Agent Control.

##  

## Section 4.5.                                   Pledged Collateral.

##  

### (a)                                  Registration in Nominee Name; Denominations.  The Agent,on behalf of the Secured Parties, shall hold certificated Pledged Collateral inthe name of the applicable Grantor, endorsed or assigned in blank or in favorof the Agent, but following the occurrence and during the continuance of anEvent of Default shall have the right (in its sole and absolute discretion) tohold the Pledged Collateral in its own name as pledgee, or in the name of itsnominee (as pledgee or as sub-agent). Each Grantor will promptly give to the Agent copies of any notices orother communications received by it with respect to Pledged Collateralregistered in the name of such Grantor.  Followingthe occurrence and during the continuance of an Event of Default, the Agentshall at all times have the right to exchange the certificates representingPledged Collateral for certificates of smaller or larger denominations for anypurpose consistent with this Agreement.

###  

### (b)                                 Any Indebtedness of any Subsidiary that isnot a Loan Party owing to the Borrower or any Subsidiary that is a Loan Partyin excess of $5,000,000 shall be or become evidenced by a promissory note orother instrument, and such note or instrument shall be promptly pledged anddelivered to the Agent, duly endorsed in a manner satisfactory to the Agent.

###  

### (c)                                  Exercise of Rights in Pledged Collateral.

###  

#### (i)                                     Without in any way limiting the foregoing andsubject to clause (ii) below, each Grantor shall have the right toexercise all voting rights or other rights relating to the Pledged Collateralfor all purposes not inconsistent with this Agreement and the other TermLoan/Note Documents; provided**however,that no vote or other right shall be exercised or action taken which would reasonablybe expected to have the effect of materially and adversely impairing the rightsof the Agent in respect of the Pledged Collateral.

####  

#### (ii)                                  Each Grantor will permit the Agent or itsnominee at any time after the occurrence and during the continuance of an Eventof Default, without notice, to exercise all voting rights or other rightsrelating to Pledged Collateral, including, without limitation, exchange,subscription or any other rights, privileges, or options pertaining to anyEquity Interest or Investment Property constituting Pledged Collateral as if itwere the absolute owner thereof.

####  

#### (iii)                               Each Grantor shall be entitled to receive andretain any and all dividends, interest, principal and other distributions paidon or distributed in respect of the Pledged Collateral to the extent and onlyto the extent that such dividends, interest, principal and other distributionsare permitted by, and otherwise paid or distributed in accordance with, theterms and conditions of the Term Loan/Note Documents and applicable law; provided*,*however*,* that any non-cashdividends, interest, principal or other distributions that would constitutePledged Collateral, whether resulting from a subdivision, combination orreclassification of the

 

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#### outstanding Equity Interests of the issuer ofany Pledged Collateral or received in exchange for Pledged Collateral or anypart thereof, or in redemption thereof, or as a result of any merger,consolidation, acquisition or other exchange of assets to which such issuer maybe a party or otherwise, shall be and become part of the Pledged Collateral,and, if received by any Grantor, shall not be commingled by such Grantor withany of its other funds or property but shall be held separate and aparttherefrom, shall be held in trust for the ratable benefit of the SecuredParties and shall be forthwith delivered to the Agent in the same form as soreceived (with any necessary endorsement or instrument of assignment).  The proviso to the first sentence of thisclause (iii) shall not apply to dividends between or among the Grantorsonly of property subject to a perfected security interest under this Agreement;provided that the Borrower notifies the Agent in writing, specificallyreferring to this Section 4.5 at the time of such dividend and takes anyactions the Agent reasonably specifies to ensure the continuance of its perfectedsecurity interest in such property under this Agreement.

####  

## Section 4.6.                                   Intellectual Property.

##  

### (a)                                  Upon the occurrence and during thecontinuance of an Event of Default, each Grantor will use its best efforts to obtainall consents and approvals necessary or appropriate for the assignment to or forthe benefit of the Agent of any License held by such Grantor and to enforce thesecurity interests granted hereunder.

###  

### (b)                                 Each Grantor shall notify the Agent promptlyif it knows or reasonably expects that any application or registration relatingto any Patent, Trademark or Copyright (now or hereafter existing) material tothe conduct of such Grantor’s business may become abandoned or dedicated, or ofany material adverse determination or development (including the institution of,or any such determination or development in, any proceeding in the UnitedStates Patent and Trademark Office, the United States Copyright Office or anycourt) regarding such Grantor’s ownership of any such Patent, Trademark orCopyright, its right to register the same, or to keep and maintain the same.

###  

### (c)                                  In no event shall any Grantor, eitherdirectly or through any agent, employee, licensee or designee, file anapplication for the registration of any material Patent, Trademark or Copyrightwith the United States Patent and Trademark Office, the United States CopyrightOffice or any similar office or agency without giving the Agent prompt writtennotice thereof, and, upon request of the Agent, such Grantor shall execute anddeliver any and all security agreements or other instruments as the Agent may reasonablyrequest to evidence the Agent’s security interest in such Patent, Trademark orCopyright, and the General Intangibles of such Grantor relating thereto orrepresented thereby.

###  

### (d)                                 Each Grantor shall take all actions necessaryor reasonably requested by the Agent to maintain and pursue each material application,to obtain the relevant registration and to maintain the registration of each ofthe Patents, Trademarks and Copyrights (now or hereafter existing) material tothe conduct of such Grantor’s business, except in cases where, in the ordinarycourse of business consistent with past practice, such Grantor reasonablydecides to abandon, allow to lapse or expire any Patent, Trademark orCopyright, including the filing of applications for renewal, affidavits of use,affidavits of noncontestability and, if consistent with good business judgmentand past practice, to initiate opposition and interference and cancellationproceedings against third parties.

 

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### (e)                                  Consistent with each Grantor’s past practice,each Grantor shall, unless it shall reasonably determine that a Patent,Trademark or Copyright is not material to the conduct of its business, promptlynotify the Agent and shall, if consistent with good business judgment, promptlysue for infringement, misappropriation or dilution of such Patent, Trademark orCopyright and to recover any and all damages for such infringement,misappropriation or dilution, and shall take such other actions as are appropriateunder the circumstances to protect such Patent, Trademark or Copyright.

###  

## Section 4.7.                                   Commercial Tort Claims.  EachGrantor shall promptly notify the Agent of any Commercial Tort Claim having avalue in excess of $1,000,000 acquired by it for which such Grantor has filed acomplaint in a court of competent jurisdiction and, unless the Agent otherwiseconsents, such Grantor shall update Exhibit E to this Agreement, therebygranting to the Agent a first priority security interest in such Commercial TortClaim (subject to the Intercreditor Agreement).

##  

## Section 4.8.                                   Letter-of-Credit Rights.  If anyGrantor is or becomes the beneficiary of a letter of credit having a faceamount in excess of $1,000,000, such Grantor shall promptly notify the Agentthereof and cause the issuer and/or confirmation bank to consent to theassignment of any Letter-of-Credit Rights to the Agent.

##  

## Section 4.9.                                   No Interference.  Each Grantoragrees that it will not interfere with any right, power and remedy of the Agentprovided for in this Agreement or now or hereafter existing at law or in equityor by statute or otherwise, or the exercise or beginning of the exercise by theAgent of any one or more of such rights, powers or remedies.

##  

## Section 4.10.                             Insurance.  (a)                    In the event any Collateral is located in anyarea that has been designated by the Federal Emergency Management Agency as a “SpecialFlood Hazard Area”, the applicable Grantor shall purchase and maintain floodinsurance on such Collateral (including any personal property which is locatedon any real property leased by such Loan Party within a “Special Flood HazardArea”).  The amount of all insurancerequired by this Section shall at a minimum comply with applicable law, includingthe Flood Disaster Protection Act of 1973, as amended.  All premiums on such insurance shall be paidwhen due by such Grantor, and copies of the policies delivered to the Agent.  If any Grantor fails to obtain any insuranceas required by this Section, the Agent at the direction of the Required Lendersmay obtain such insurance at the Borrower’s expense.  By purchasing such insurance, the Agent shallnot be deemed to have waived any default arising from the Grantors’ failure tomaintain such insurance or pay any premiums therefor.

##  

### (b)                                 All insurance policies required under Section 5.10of the Term Loan Credit Agreement shall name the Agent (for the benefit of the SecuredParties) as an additional insured or as loss payee, as applicable, and shallcontain loss payable clauses or mortgagee clauses, through endorsements in formand substance satisfactory to the Agent, which provide that: (i) subjectto the Intercreditor Agreement, all proceeds thereunder with respect to anyCollateral shall be payable to the Agent; (ii) no such insurance shall beaffected by any act or neglect of the insured or owner of the property describedin such policy; and (iii) such policy and loss payable or mortgageeclauses may be canceled, amended, or terminated only upon at least thirty (30)days prior written notice given to the Agent.

###  

## Section 4.11.                             Certain Accounts.  EachGrantor shall use commercially reasonable efforts to transfer ownership of (i) theHSBC Credit Card Receivables Accounts by the end of the second

 

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## calendar quarter of 2006 and (ii) anyaccount established in connection with the establishment of the applicablePermitted Replacement Credit Card Program prior to the establishment thereof oras promptly thereafter as is reasonably practicable.

##  

# **ARTICLE VREMEDIES**

# ** **

## Section 5.1.                                   Remedies.

##  

### (a)                                  Upon the occurrence and during thecontinuance of an Event of Default, the Agent may exercise any or all of thefollowing rights and remedies:

###  

#### (i)                                     those rights and remedies provided in thisAgreement, the Term Loan Credit Agreement, the Existing Notes Indenture or anyother Term Loan/Note Document; provided**thatthis Section 5.1(a) shall not be understood to limit any rightsavailable to the Agent, the Term Loan Lenders or the Existing Noteholders priorto an Event of Default;

####  

#### (ii)                                  those rights and remedies available to asecured party under the UCC (whether or not the UCC applies to the affectedCollateral) or under any other applicable law (including, without limitation, anylaw governing the exercise of a bank’s right of setoff or bankers’ Lien) when adebtor is in default under a security agreement;

####  

#### (iii)                               give notice of sole control or any otherinstruction under any securities account control agreement and take any actionprovided therein with respect to the applicable Collateral;

####  

#### (iv)                              without notice (except as specificallyprovided in Section 11.2 or elsewhere herein), demand or advertisement ofany kind to any Grantor or any other Person, enter the premises of any Grantorwhere any Collateral is located (through self-help and without judicialprocess) to collect, receive, assemble, process, appropriate, sell, lease,assign, grant an option or options to purchase or otherwise dispose of,deliver, or realize upon, the Collateral or any part thereof in one or moreparcels at public or private sale or sales (which sales may be adjourned orcontinued from time to time with or without notice and may take place at suchGrantor’s premises or elsewhere), for cash, on credit or for future deliverywithout assumption of any credit risk, and upon such other terms as the Agentmay deem commercially reasonable; and

####  

#### (v)                                 concurrently with written notice to theGrantors, transfer and register in its name or in the name of its nominee thewhole or any part of the Pledged Collateral, to exchange certificates orinstruments representing or evidencing Pledged Collateral for certificates orinstruments of smaller or larger denominations, to exercise the voting and allother rights as a holder with respect thereto, to collect and receive all cashdividends, interest, principal and other distributions made thereon and tootherwise act with respect to the Pledged Collateral as though the Agent wasthe outright owner thereof.

####  

### (b)                                 Each Grantor acknowledges and agrees that thecompliance by the Agent, on behalf of the Secured Parties, with any applicablestate or federal law requirements in connection with

 

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### a disposition of the Collateral and compliancewill not be considered to adversely affect the commercial reasonableness of anysale of the Collateral.

###  

### (c)                                  The Agent shall have the right upon anypublic sale or sales and, to the extent permitted by law, upon any private saleor sales, to purchase for the benefit of the Agent and the Secured Parties, thewhole or any part of the Collateral so sold, free of any right of equityredemption, which equity redemption each Grantor hereby expressly releases.

###  

### (d)                                 Until the Agent is able to effect a sale, lease,transfer or other disposition of Collateral, the Agent shall have the right tohold or use Collateral, or any part thereof, to the extent that it deemsappropriate for the purpose of preserving Collateral or the value of theCollateral, or for any other purpose deemed appropriate by the Agent.  The Agent may, if it so elects, seek theappointment of a receiver or keeper to take possession of Collateral and toenforce any of the Agent’s remedies (for the benefit of the Agent and SecuredParties), with respect to such appointment without prior notice or hearing asto such appointment.

###  

### (e)                                  Notwithstanding the foregoing, neither the Agentnor the Secured Parties shall be required to (i) make any demand upon, orpursue or exhaust any of their rights or remedies against, the Grantors, anyother obligor, guarantor, pledgor or any other Person with respect to thepayment of the Obligations or to pursue or exhaust any of their rights orremedies with respect to any Collateral therefor or any direct or indirect guaranteethereof, (ii) marshal the Collateral or any guarantee of the Obligationsor to resort to the Collateral or any such guarantee in any particular order,or (iii) effect a public sale of any Collateral.

###  

### (f)                                    Each Grantor recognizes that the Agent may beunable to effect a public sale of any or all the Pledged Collateral and may becompelled to resort to one or more private sales thereof.  Each Grantor also acknowledges that anyprivate sale may result in prices and other terms less favorable to the sellerthan if such sale were a public sale and, notwithstanding such circumstances,agrees that any such private sale shall not be deemed to have been made in acommercially unreasonable manner solely by virtue of such sale being private.  The Agent shall be under no obligation todelay a sale of any of the Pledged Collateral for the period of time necessaryto permit any Grantor or the issuer of the Pledged Collateral to register suchsecurities for public sale under the Securities Act of 1933, as amended, orunder applicable state securities laws, even if any Grantor and the issuerwould agree to do so (it being acknowledged and agreed that no Grantor shallhave any obligation hereunder to do so).

###  

### (g)                                 Notwithstanding the foregoing, any rights andremedies provided in this Section 5.1 shall be subject to theIntercreditor Agreement.

###  

## Section 5.2.                                   Grantor’s Obligations Upon Default.  Uponthe request of the Agent after the occurrence and during the continuance of anEvent of Default, each Grantor will:

##  

### (a)                                  assemble and make available to the Agent theCollateral and all books and records relating thereto at any place or places reasonablyspecified by the Agent, whether at such Grantor’s premises or elsewhere;

###  

### (b)                                 permit the Agent, by the Agent’s representativesand agents, to enter, occupy and use any premises where all or any part of theCollateral, or the books and records relating thereto,

 

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### or both, are located, to take possession ofall or any part of the Collateral or the books and records relating thereto, orboth, to remove all or any part of the Collateral or the books and recordsrelating thereto, or both, and to conduct sales of the Collateral, without anyobligation to pay any Grantor for such use and occupancy;

###  

## Section 5.3.                                   Grant of Intellectual Property License.  Forthe purpose of enabling the Agent to exercise the rights and remedies underthis Article V at such time as the Agent shall be lawfully entitled toexercise such rights and remedies, each Grantor hereby (a) grants to the Agent,for the benefit of the Agent and the Secured Parties, an irrevocable,nonexclusive license (exercisable without payment of royalty or other compensationto such Grantor) to use, license or sublicense any intellectual property rightsnow owned or hereafter acquired by such Grantor, wherever the same may belocated, and including in such license access to all media in which any of thelicensed items may be recorded or stored and to all computer software andprograms used for the compilation or printout thereof and (b) irrevocablyagrees that, at any time and from time to time following the occurrence andduring the continuance of an Event of Default, the Agent may sell any Grantor’sInventory directly to any Person, including without limitation Persons who havepreviously purchased any Grantor’s Inventory from such Grantor and inconnection with any such sale or other enforcement of the Agent’s rights under thisAgreement, may (subject to any restrictions contained in applicable third partylicenses entered into by a Grantor) sell Inventory which bears any Trademarkowned by or licensed to any Grantor and any Inventory that is covered by anyCopyright owned by or licensed to such Grantor and the Agent may finish anywork in process and affix any relevant Trademark owned by or licensed to anyGrantor and sell such Inventory as provided herein.  The use of the license granted pursuant to clause(a) of the preceding sentence by the Agent may be exercised, at the optionof the Agent, only upon the occurrence and during the continuance of an Eventof Default; provided, however, that any license, sublicense orother transaction entered into by the Agent in accordance herewith shall bebinding upon each Grantor notwithstanding any subsequent cure of an Event ofDefault.

##  

## Section 5.4.                                   Application of Proceeds.  Subjectto the Intercreditor Agreement, the Agent shall apply the proceeds of anycollection, sale, foreclosure or other realization upon any Collateral, as wellas any Collateral consisting of cash, as follows:

##  

FIRST, to the payment of allreasonable costs and expenses incurred by the Agent (in its capacity as suchhereunder or under any other Term Loan Security Document) in connection withsuch collection, sale, foreclosure or realization or otherwise in connectionwith this Agreement, any other Term Loan Security Document or any of theObligations, including all court costs and the reasonable fees and expenses ofits agents and legal counsel, the repayment of all advances made by the Agenthereunder or under any other Term Loan Security Document on behalf of anyGrantor and any other reasonable costs or expenses incurred by the Agent inconnection with the exercise of any remedy hereunder or under any other TermLoan Security Document, if reimbursable pursuant to a Term Loan SecurityDocument;

 

SECOND, to the payment infull of the Term Loan Obligations and the Existing Notes Obligations, ratablyin accordance with the respective amounts thereof on the date of any suchdistribution; and

 

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THIRD, to the Grantors,their successors or assigns, or as a court of competent jurisdiction mayotherwise direct.

 

Exceptas otherwise provided herein, the Agent shall have absolute discretion as tothe time of application of any such proceeds, moneys or balances in accordancewith this Agreement.  Upon any sale ofCollateral by the Agent (including pursuant to a power of sale granted bystatute or under a judicial proceeding), the receipt of the Agent or of theofficer making the sale shall be a sufficient discharge to the purchaser orpurchasers of the Collateral so sold and such purchaser or purchasers shall notbe obligated to see to the application of any part of the purchase money paidover to the Agent or such officer or be answerable in any way for themisapplication thereof.

 

# **ARTICLE VICONCERNING THE EXISTING NOTES TRUSTEE AND HOLDERS OF 2028 DEBENTURES AND 2008 NOTES**

# ** **

## Section 6.1.                                   Agent’s Consent to Serve.  The Agenthas consented to serve as Agent hereunder on the express understanding, and theExisting Notes Trustee and each holder of 2028 Debentures and 2008 Notes, byaccepting the benefits of this Agreement, shall be deemed to have agreed, thatthe Agent shall have no duty and shall owe no obligation or responsibility(fiduciary or otherwise) to the Existing Notes Trustee or such holders, otherthan the duty to perform its express obligations under this Agreement inaccordance with its terms.  Withoutlimiting the foregoing, each of the Existing Notes Trustee and each holder of2028 Debentures and 2008 Notes, by accepting the benefits of this Agreement,shall be deemed to have waived any right it might have, under applicable law orotherwise, to compel the sale or other disposition of any Collateral, and anyobligation the Agent might have, under applicable law or otherwise, to obtainany minimum price for any Collateral upon the sale thereof, it being expresslyunderstood, and the availability of the benefits of this Agreement to theExisting Notes Trustee and each holder of 2028 Debentures and 2008 Notes beingconditioned upon the understanding, that the sole right of the holders of the2028 Debentures and the 2008 Notes shall be to receive their ratable share ofany proceeds of Collateral in accordance with and subject to the provisions ofthis Agreement, the Intercreditor Agreement and the other Term Loan SecurityDocuments.

##  

## Section 6.2.                                   Determination of Amounts of Obligations andExistence of Existing Notes Events of Default; Acceleration. Whenever the Agent is required to determine the existence or amount ofany of the Existing Notes Obligations or the existence of any Existing NotesEvent of Default for any purposes of this Agreement, it shall request writtencertification of such existence or amount from the Existing Notes Trustee andshall be entitled to make such determination on the basis of suchcertification; provided, however, that if, notwithstanding therequest of the Agent, the Existing Notes Trustee shall fail or refusereasonably promptly to certify as to the existence or amount of any ExistingNotes Obligation or the existence of any Existing Notes Event of Default, the Agentshall be entitled to determine such existence or amount by such commerciallyreasonable method as the Agent may, in the exercise of its good faith judgment,determine, including by reliance upon a certificate of the Borrower.  The Agent may rely conclusively, and shall befully protected in so relying, on any determination made by it in accordancewith the provisions of the preceding sentence (or as otherwise directed by acourt of competent jurisdiction) and shall have no liability to the Borrower,any other Grantor, any Secured Party or any other Person as a result of suchdetermination or any action taken pursuant thereto except to the extent suchliability is determined by a court of competent jurisdiction

 

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## by final and nonappealable judgment to haveresulted from the gross negligence or wilful misconduct of the Agent.  The Existing Notes Trustee shall promptlynotify the Agent of any Existing Notes Event of Default of which it shall havebeen notified by any Existing Notes Secured Party or of which it shall haveotherwise become aware or any acceleration of any of the Existing NotesObligations; provided that failure to give any such notice shall notaffect any rights or remedies of the Agent or any Secured Party arising inconnection with any such acceleration.

##  

# **ARTICLE VII**

# **CERTAIN INTERCREDITOR AGREEMENTS**

# ** **

## Section 7.1.                                   Priorityof Security Interests.  The Agentand each of the Secured Parties hereby agrees that the Liens and securityinterests granted to the Agent hereunder shall be treated, as among the SecuredParties, as being for the equal and proportionate benefit of all the SecuredParties, without preference, priority, prejudice or distinction as to Lien orsecurity interest of any Secured Party over any other Secured Party (except asexpressly provided in Section 5.4), and shall at all times be shared bythe Secured Parties as provided herein.

##  

## Section 7.2.                                   Notices to Existing Notes Trustee.  The Agentshall promptly notify the Existing Notes Trustee in the event of a CreditAgreement Event of Default or the acceleration of any Term Loan Obligations.

##  

## Section 7.3.                                   Actions Under This Agreement.  Byacceptance of the benefits of this Agreement, each of the Secured Parties shallbe deemed irrevocably to confirm that the Agent shall have the authorityto act as the exclusive agent of such Secured Party for enforcement of anyprovisions of this Agreement against any Grantor and of any other Term Loan SecurityDocument against any “grantor” or “pledgor” thereunder or the exercise ofremedies hereunder or under any other Term Loan Security Document and toagree that such Secured Party shall not take any action to enforce anyprovisions of this Agreement against any Grantor or of any of the other TermLoan Security Documents against any “grantor” or “pledgor” thereunder or toexercise any remedy hereunder or under any other Term Loan SecurityDocument.  The Agent shall not beobligated to take any action under this Agreement except for the performance ofsuch duties as are specifically set forth herein.

##  

## Section 7.4.                                   Turnover of Collateral; Sharing of Setoffs.  (a) Ifany Secured Party acquires custody, control or possession of any Collateral orproceeds therefrom, other than pursuant to the terms of this Agreement, suchSecured Party shall promptly cause such Collateral or proceeds to be deliveredto or put in the custody, possession or control of the Agent for disposition ordistribution in accordance with the provisions hereof.  Until such time as the provisions of theimmediately preceding sentence have been complied with, such Secured Partyshall be deemed to hold such Collateral and proceeds in trust for the partiesentitled thereto hereunder. Notwithstanding the foregoing, no Secured Party shall be required todeliver to or put in the custody, possession or control of the Agent or to holdin trust as specified in the preceding sentence any amount of any Obligationpaid or prepaid by the Borrower to it (and not obtained by it through any saleof or other realization upon Collateral) in accordance with the terms of theTerm Loan Credit Agreement or the Existing Notes Indenture, as applicable.

##  

(b) EachSecured Party agrees that if it shall through the exercise of a right of banker’slien, setoff or counterclaim against the Borrower or any other Grantor,including, without limitation,

 

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any right of the Term LoanLenders pursuant to Section 9.08 of the Term Loan Credit Agreement, orpursuant to a secured claim under Section 506 of Title 11 of theUnited States Code or other security or interest arising from, or in lieu of,such secured claim, received by such Secured Party under any applicablebankruptcy, insolvency or other similar law, obtain payment (voluntary orinvoluntary) in respect of any Obligations owing to it, it shall promptlypurchase from each other Secured Party participations in (or, if and to theextent specified by such Secured Party, direct interests in) the Obligationsheld by such other Secured Party in such amounts, and make such otheradjustments from time to time as shall be equitable, to the end that all theSecured Parties shall share the benefit of such payment (net of any expenseswhich may be incurred by such benefitted Secured Party in obtaining or preservingsuch excess payment) pro rata in accordance with the respective principalamounts of the Obligations owing to such Secured Parties.  To such end, all the Secured Parties shallmake appropriate adjustments among themselves (by the release of participationssold or otherwise) if such payment is rescinded or must otherwise berestored.  The Borrower and each otherGrantor agrees that any Secured Party so purchasing a participation (or directinterest) in the Obligations owing to other Secured Parties may exercise allrights of setoff and similar rights with respect to such participation as fullyas if such Secured Party were a direct holder of Obligations in the amount ofsuch participation.

 

# **ARTICLE VIIIRELATIONSHIP AMONG SECURED PARTIES**

# ** **

## Section 8.1.                                   Restrictions on Actions.  EachSecured Party agrees that, so long as any Term Loan Obligations areoutstanding, the provisions of this Agreement shall provide the exclusivemethod by which any Secured Party may exercise rights and remedies hereunderand under the other Term Loan Security Documents in respect of theCollateral.  Therefore, each SecuredParty shall, for the mutual benefit of all Secured Parties, except as otherwisepermitted under this Agreement:

##  

### (a)                                  refrain from taking or filing any action,judicial or otherwise, to enforce any rights or pursue any remedy hereunder andunder any other Term Loan Security Document, except for delivering noticeshereunder;

###  

### (b)                                 refrain from (i) selling any Obligationsto any Grantor or any Affiliate of any Grantor and (ii) accepting any othersecurity for the Obligations from any Grantor or its Affiliates, except for anysecurity granted to the Agent for the benefit of all Secured Parties; and

###  

### (c)                                  refrain from exercising any rights orremedies hereunder or under any other Term Loan Security Document that have ormay have arisen or which may arise as a result of an Event of Default;

###  

provided, however,**that nothing contained in this Section shallprevent any Secured Party from (i) imposing a default rate of interest inaccordance with the Term Loan Credit Agreement or the Existing Notes Indenture,as applicable, (ii) accelerating the maturity of any Obligations, (iii) raisingany defenses in any action in which it has been made a party defendant or hasbeen joined as a third party, except that the Agent may direct and control anydefense directly relating to the Collateral or any one or more of the Term LoanSecurity Documents, which shall be governed by the provisions of this Agreementor (iv) subject to Section 7.4(b), exercising any right of setoff,recoupment or similar right.

 

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## Section 8.2.                                   Cooperation; Accountings.  Eachof the Secured Parties will, upon the reasonable request of the Agent orExisting Notes Trustee, from time to time execute and deliver or cause to beexecuted and delivered such further instruments, and do and cause to be donesuch further acts, as may be necessary or proper to carry out more effectivelythe provisions of this Agreement.  The SecuredParties agree to provide to each other upon reasonable request a statement ofall payments received in respect of Obligations.

##  

## Section 8.3.                                   Secured Parties; Other Collateral.  TheSecured Parties agree that all of the provisions of this Agreement shall applyto any and all properties, assets and rights of the Grantors and theirAffiliates in which the Agent at any time acquires a security interest or Lienpursuant hereto or to any other Term Loan Security Document, including, withoutlimitation, real property or rights in, on or over real property,notwithstanding any provision to the contrary in any mortgage, leaseholdmortgage or other document purporting to grant or perfect any Lien in favor ofthe Secured Parties or any of them or the Agent for the benefit of the SecuredParties or any of them.

##  

# **ARTICLE IX**

**CONCERNING THE AGENT**

 

## Section 9.1.                                   Appointment of Agent.  Eachof the Secured Parties appoints Credit Suisse to act, and Credit Suisse agreesto act, as Agent for the Secured Parties pursuant to the terms of thisAgreement and the other Term Loan Security Documents and to execute and enterinto this Agreement, the Intercreditor Agreement and the other Term LoanSecurity Documents and all other instruments relating to this Agreement and theother Term Loan Security Documents and (a) to take actions on its behalfthat are expressly permitted under the provisions of this Agreement and theother Term Loan Security Documents and all other instruments or agreementsrelating hereto or thereto and (b) to exercise such powers and performsuch duties as are, in each case, expressly delegated to the Agent by the termshereof and thereof.  By acceptance of thebenefits of this Agreement, each Secured Party that is not a party to thisAgreement shall be deemed to have consented to the appointment andauthorization set forth in the immediately preceding sentence. **THE AGENT HAS CONSENTED TO SERVE AS AGENT HEREUNDER ON THE EXPRESSUNDERSTANDING, AND THE****SECURED PARTIES, BYACCEPTING THE BENEFITS OF THIS AGREEMENT, SHALL BE DEEMED TO HAVE AGREED, THATTHE AGENT SHALL HAVE NO DUTY AND SHALL OWE NO OBLIGATION OR RESPONSIBILITY(FIDUCIARY OR OTHERWISE), REGARDLESS OF WHETHER AN EVENT OF DEFAULT HASOCCURRED AND IS CONTINUING, TO THE SECURED PARTIES, OTHER THAN THE DUTY TO PERFORM ITSEXPRESS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER TERM LOAN SECURITYDOCUMENTS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, SUBJECT IN ALL EVENTS TOTHE PROVISIONS OF THIS AGREEMENT LIMITING THE RESPONSIBILITY OR LIABILITY OFTHE AGENT HEREUNDER.**

##  

## Section 9.2.                                   Limitations on Responsibility of Agent.  The Agentshall not be required to ascertain or inquire as to (i) any statement,warranty or representation made herein or in connection herewith or in or inconnection with any other Term Loan/Note Document, (ii) the contents ofany certificate, report or other document delivered hereunder or in connectionherewith, (iii) the performance or observance of any of the covenants,agreements or other terms or conditions set forth herein or in any other TermLoan/Note Document, (iv) the validity, enforceability, effectiveness orgenuineness of any Term Loan/Note Document or any other agreement, instrumentor document, or

 

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## (v) the satisfaction of any conditionset forth in any Term Loan/Note Document, other than to confirm receipt ofitems expressly required to be delivered to the Agent.  Neither the Agent nor any officer, agent orrepresentative thereof shall be personally liable for any action taken oromitted to be taken by any such Person in connection with this Agreement exceptfor its own gross negligence or wilful misconduct or, in the case of the Agent,in the case of the loss of any moneys in the possession of the Agent, for thefailure of the Agent to accord such moneys the same care as a prudent person inthe same or similar circumstances would accord its own assets.  The Agent may execute any of the powersgranted to it under this Agreement and perform any duty hereunder eitherdirectly or by or through sub-agents or attorneys-in-fact, and shall not beresponsible for the negligence (including gross negligence) or misconduct(including wilful misconduct) of any sub-agents or attorneys-in-fact selectedby it with the care that a prudent person in similar circumstances would haveemployed in such selection.  The Agentand any such sub-agent may perform any and all its duties and exercise itsrights and powers through their respective Affiliates.  The exculpatory provisions set forth in this Article IXand in the other Term Loan/Note Documents shall apply to any such sub-agent andto the Affiliates of the Agent and any such sub-agent.

##  

## Section 9.3.                                   Reliance by Agent; Indemnity AgainstLiabilities, etc.

##  

### (a)                                  Whenever in the performance of its dutiesunder this Agreement the Agent shall deem it necessary or desirable that amatter be proved or established with respect to the Grantors or any otherPerson in connection with the taking, suffering or omitting of any actionhereunder by the Agent, such matter may be conclusively deemed to be proved orestablished by a certificate executed by an officer of such Person, and the Agentshall have no liability with respect to any action taken, suffered or omittedin reliance thereon.

###  

### (b)                                 The Agent shall be fully protected in relyingupon any resolution, statement, certificate, instrument, opinion, report, notice(including any notice of an Event of Default or of the cure or waiver thereof),request, consent, order or other paper or document or oral conversation(including, telephone conversations) which it in good faith believes to begenuine and correct and to have been signed, presented or made by the properparty.  The Agent may conclusively rely,as to the truth of the statements and the correctness of the opinions expressedtherein, upon any notice, certificate or opinion furnished to the Agent inconnection with this Agreement.

###  

### (c)                                  The Agent shall not be deemed to have actual,constructive, direct or indirect notice or knowledge of the occurrence of any Eventof Default unless and until the Agent shall have received written noticethereof from any Secured Party or the Borrower or any other Grantor.  The Agent shall have no obligation whatsoevereither prior to or after receiving such a notice to inquire whether an Event ofDefault has, in fact, occurred and shall be entitled to rely conclusively, andshall be fully protected in so relying, on any notice so furnished to it.

###  

## Section 9.4.                                   Exercise of Remedies.  Theremedies of the Agent hereunder and under the other Term Loan Security Documentsshall include, but not be limited to, the disposition of the Collateral byforeclosure or other sale and the exercising of all remedies of a securedlender under the UCC, bankruptcy laws or similar laws of any applicablejurisdiction.

##  

## Section 9.5.                                   Cooperation.  Tothe extent the exercise of the rights, powers and remedies of the Agent inaccordance with this Agreement requires that any action be taken by any SecuredParty,

 

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## such Secured Party shall take such action andcooperate with the Agent to ensure that the rights, powers and remedies of allSecured Parties are exercised in full.

##  

## Section 9.6.                                   Authorized Investments.  Anyand all funds held by the Agent in its capacity as Agent, whether pursuant toany provision hereof or of any other Term Loan Security Document or otherwise,shall to the extent reasonably practicable be invested by the Agent within areasonable time in Cash Equivalents.  Anyinterest earned on such funds shall be disbursed in accordance with Section 5.4.  The Agent may hold any such funds in a commoninterest bearing account.  To the extentthat the interest rate payable with respect to any such account varies overtime, the Agent may use an average interest rate in making the interestallocations among the respective Secured Parties.  The Agent shall have no duty to selectinvestments which provide a maximum return. In the absence of gross negligence or wilful misconduct, the Agent shallnot be responsible for any investment losses in respect of any funds investedin accordance with this Section.

##  

## Section 9.7.                                   Bankruptcy Proceedings.  Thefollowing provisions shall apply during any Bankruptcy Proceeding of any Grantor:

##  

### (a)                                  The Agent shall represent all Secured Partiesin connection with all matters directly relating to the Collateral, including,without limitation, any use, sale or lease of Collateral, use of cashcollateral, request for relief from the automatic stay and request for adequateprotection; provided that the Agent shall not treat the Term LoanLenders or the Existing Noteholders differently form each other with respect torights in the Collateral (except differences in respect of rights to receivethe proceeds thereof arising from differences in their interests as they mayappear based on the relative amount of Obligations of each such class ofSecured Parties).

###  

### (b)                                 Each Secured Party shall be free to actindependently on any issue not affecting the Collateral.  Each Secured Party shall give prior notice tothe Agent of any such action that could materially affect the rights orinterests of the Agent or the other Secured Parties to the extent that suchnotice is reasonably practicable.  Ifsuch prior notice is not given, such Secured Party shall give prompt noticefollowing any action taken hereunder.

###  

### (c)                                  Any proceeds of the Collateral received byany Secured Party as a result of, or during, any Bankruptcy Proceeding will bedelivered promptly to the Agent for distribution in accordance with Section 5.4.

###  

# **ARTICLE XACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY**

# ** **

## Section 10.1.                             Account Verification.  The Agentmay at any time and from time to time following the occurrence and during thecontinuance of an Event of Default, in the Agent’s own name, in the name of anominee of the Agent, or in the name of any Grantor communicate (by mail,telephone, facsimile or otherwise) with the Account Debtors of such Grantor,parties to contracts with such Grantor and obligors in respect of Instrumentsof such Grantor to verify with such Persons, to the Agent’s satisfaction, the existence,amount, terms of, and any other matter relating to, Accounts, Instruments,Chattel Paper, payment intangibles and/or other Receivables that areCollateral.

 

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##  

## Section 10.2.                             Authorization for Secured Party to TakeCertain Action.

 

### (a)                                  Each Grantor irrevocably authorizes the Agentand appoints the Agent as its attorney in fact (i) at any time and fromtime to time in the sole discretion of the Agent (1) to execute on behalfof such Grantor as debtor and to file financing statements necessary ordesirable in the Agent’s reasonable discretion to perfect and to maintain theperfection and priority of the Agent’s security interest in the Collateral, (2) tofile a carbon, photographic or other reproduction of this Agreement or anyfinancing statement with respect to the Collateral as a financing statement andto file any other financing statement or amendment of a financing statement(which would not add new collateral or add a debtor) in such offices as the Agentin its reasonable discretion deems necessary or desirable to perfect and tomaintain the perfection and priority of the Agent’s security interest in theCollateral, (3) to contact and enter into one or more agreements with theissuers of uncertificated securities which are Pledged Collateral or withsecurities intermediaries holding Pledged Collateral as may be necessary oradvisable to give the Agent Control over such Pledged Collateral, and (4) todischarge past due taxes, assessments, charges, fees or Liens on the Collateral(except for Permitted Liens); (ii) at any time following the occurrenceand during the continuance of an Event of Default, (1) to endorse andcollect any cash proceeds of the Collateral and to apply the proceeds ofany Collateral received by the Agent to the Obligations as provided herein orin any other Term Loan/Note Document, subject to the terms of the IntercreditorAgreement, (2) to demand payment or enforce payment of the Receivables inthe name of the Agent or any Grantor and to endorse any and all checks, drafts,and other instruments for the payment of money relating to the Receivables, (3) tosign any Grantor’s name on any invoice or bill of lading relating to theReceivables, drafts against any Account Debtor of such Grantor, assignments andverifications of Receivables, (4) to exercise all of any Grantor’s rightsand remedies with respect to the collection of the Receivables and any otherCollateral, (5) to settle, adjust, compromise, extend or renew theReceivables (including, without limitation, making, settling and adjustingclaims in respect of Collateral under policies of insurance and making alldeterminations and decisions with respect thereto, subject to the terms of theIntercreditor Agreement), (6) to settle, adjust or compromise any legalproceedings brought to collect Receivables, (7) to prepare, file and signany Grantor’s name on a proof of claim in bankruptcy or similar document againstany Account Debtor of such Grantor, (8) to prepare, file and sign anyGrantor’s name on any notice of Lien, assignment or satisfaction of Lien orsimilar document in connection with the Receivables, (9) to change theaddress for delivery of mail addressed to any Grantor to such address as the Agentmay designate and to receive, open and dispose of all mail addressed to suchGrantor; and (iii) to do all other acts and things necessary to carry outthe terms of this Agreement; and each Grantor agrees to reimburse the Agent ondemand for any reasonable payment made or any reasonable documented expenseincurred by the Agent in connection with any of the foregoing; provided**that this authorization shall not relieve any Grantor ofany of its obligations under this Agreement, the Term Loan Credit Agreement orthe Existing Notes Indenture.

###  

### (b)                                 All acts of said attorney or designee arehereby ratified and approved by the Grantors. The powers conferred on the Agent,for the benefit of the Agent and Secured Parties, under this Section 10.2are solely to protect the Agent’s interests in the Collateral and shall notimpose any duty upon the Agent or any Secured Party to exercise any suchpowers.

###  

## Section 10.3.                             PROXY. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE AGENT ASITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 10.2 ABOVE) WITHRESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGEDCOLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHTTO VOTE ANY SUCH PLEDGED COLLATERAL,

 

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## THE APPOINTMENT OF THE AGENT AS PROXY ANDATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS,PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BEENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS,CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCHPROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION(INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OFTHE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGEDCOLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THECONTINUANCE OF AN EVENT OF DEFAULT.

##  

## Section 10.4.                             NATURE OF APPOINTMENT; LIMITATION OF DUTY.  THEAPPOINTMENT OF THE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE XIS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICHTHIS AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 11.16.NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE AGENT, NOR ANY SECUREDPARTY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWERGRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLEFOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT TO THE EXTENTSUCH DAMAGES ARE ATTRIBUTABLE TO THEIR OWN GROSS NEGLIGENCE OR WILLFULMISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDEDTHAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT ORCONSEQUENTIAL DAMAGES.

##  

# **ARTICLE XIGENERAL PROVISIONS**

# ** **

## Section 11.1.                             Notice.  All notices and othercommunications provided for herein shall be in writing and shall be deliveredby hand or overnight courier service, mailed by certified or registered mail orsent by telecopy, as follows:

##  

### (a)                                  if to the Agent, to it at Credit Suisse,Eleven Madison Avenue, New York, New York 10010, Attention of Agency Group(Telecopy No. (212) 325-8304);

###  

### (b)                                 if to the Existing Notes Trustee, to it atThe Bank of New York, Plaza of the Americas, Corporate Trust Division, 600North Pearl Street, Suite 420, Dallas, Texas 75201, Attention of PatrickGiordano (Telecopy No. (214) 880-8234); and

###  

### (c)                                  if to Grantors, at The Neiman Marcus Group, Inc.,One Marcus Square, 1618 Main Street, Dallas, Texas 75201, Attention of GeneralCounsel (Telecopy No. (214) 743-7611).

###  

Anyparty hereto may change its address or telecopy number for notices and othercommunications hereunder by notice to the other parties hereto (and for thispurpose a notice to the Borrower shall be deemed to be a notice to eachGrantor).  All notices and othercommunications given to any party hereto in accordance with the provisions ofthis Agreement shall be deemed to have been

 

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given on the date of receiptif delivered by hand or overnight courier service or sent by telecopy or on thedate five (5) Business Days after dispatch by certified or registered mailif mailed, in each case delivered, sent or mailed (properly addressed) to suchparty as provided in this Section 11.1 or in accordance with the latestunrevoked direction from such party given in accordance with this Section 11.1.  As agreed to among the parties from time totime, notices and other communications may also be delivered by e-mail to thee-mail address of a representative of the applicable person provided from timeto time by such Person.

 

## Section 11.2.                             Waivers.  Each Grantor hereby waivesnotice of the time and place of any public sale or the time after which anyprivate sale or other disposition of all or any part of the Collateral may bemade.  To the extent such notice may notbe waived under applicable law, any notice made shall be deemed reasonable ifsent to the Grantors, addressed as set forth in Section 11.1, at least ten(10) days prior to (i) the date of any such public sale or (ii) thetime after which any such private sale or other disposition may be made.  To the maximum extent permitted by applicablelaw, each Grantor waives all claims, damages, and demands against the Agent orany Secured Party arising out of the repossession, retention or sale of the Collateral,except such as arise solely out of the gross negligence or willful misconductof the Agent or such Secured Party as finally determined by a court ofcompetent jurisdiction. To the extent it may lawfully do so, each Grantorabsolutely and irrevocably waives and relinquishes the benefit and advantageof, and covenants not to assert against the Agent or any Secured Party, anyvaluation, stay, appraisal, extension, moratorium, redemption or similar lawsand any and all rights or defenses it may have as a surety now or hereafterexisting which, but for this provision, might be applicable to the sale of anyCollateral made under the judgment, order or decree of any court, or privatelyunder the power of sale conferred by this Agreement, or otherwise.  Except as otherwise specifically providedherein, each Grantor hereby waives presentment, demand, protest or any notice(to the maximum extent permitted by applicable law) of any kind in connectionwith this Agreement or any Collateral.

##  

## Section 11.3.                             Limitation on Agent’s and Secured Party’sDuty with Respect to the Collateral. The Agent shall have no obligation to clean-up or otherwise preparethe Collateral for sale. The Agent and each Secured Party shall use reasonablecare with respect to the Collateral in its possession or under itscontrol.  Neither the Agent nor anySecured Party shall have any other duty as to any Collateral in its possessionor control or in the possession or control of any agent or nominee of the Agentor such Secured Party, or any income thereon or as to the preservation ofrights against prior parties or any other rights pertaining thereto. To theextent that applicable law imposes duties on the Agent to exercise remedies ina commercially reasonable manner, each Grantor acknowledges and agrees that itwould be commercially reasonable for the Agent (i) to fail to incurexpenses deemed significant by the Agent to prepare Collateral for dispositionor otherwise to transform raw material or work in process into finished goodsor other finished products for disposition, (ii) to fail to obtain thirdparty consents for access to Collateral to be disposed of, or to obtain or, ifnot required by other law, to fail to obtain governmental or third partyconsents for the collection or disposition of Collateral to be collected ordisposed of, (iii) to fail to exercise collection remedies against AccountDebtors or other Persons obligated on Collateral or to remove Liens on or anyadverse claims against Collateral, (iv) to exercise collection remediesagainst Account Debtors and other Persons obligated on Collateral directly orthrough the use of collection agencies and other collection specialists, (v) toadvertise dispositions of Collateral through publications or media of generalcirculation, whether or not the Collateral is of a specialized nature, (vi) tocontact other Persons, whether or not in the same business as the Grantor, forexpressions of interest in acquiring all or any portion of such Collateral, (vii) tohire

 

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## one or more professional auctioneers to assist in the disposition ofCollateral, whether or not the Collateral is of a specialized nature,(viii) to dispose of Collateral by utilizing internet sites that providefor the auction of assets of the types included in the Collateral or that havethe reasonable capacity of doing so, or that match buyers and sellers ofassets, (ix) to dispose of assets in wholesale rather than retail markets,(x) to disclaim disposition warranties, such as title, possession or quietenjoyment, (xi) to purchase insurance or credit enhancements to insure theAgent against risks of loss, collection or disposition of Collateral or toprovide to the Agent a guaranteed return from the collection or disposition ofCollateral, or (xii) to the extent deemed appropriate by the Agent, toobtain the services of other brokers, investment bankers, consultants and otherprofessionals to assist the Agent in the collection or disposition of any ofthe Collateral.  Each Grantoracknowledges that the purpose of this Section 11.3 is to providenon-exhaustive indications of what actions or omissions by the Agent would becommercially reasonable in the Agent’s exercise of remedies against theCollateral and that other actions or omissions by the Agent shall not be deemedcommercially unreasonable solely on account of not being indicated in thisSection 11.3.  Without limitationupon the foregoing, nothing contained in this Section 11.3 shall beconstrued to grant any rights to any Grantor or to impose any duties on theAgent that would not have been granted or imposed by this Agreement or byapplicable law in the absence of this Section 11.3.

##  

## Section 11.4.                             Compromises and Collection of Collateral. Each Grantor and the Agent recognize that setoffs, counterclaims,defenses and other claims may be asserted by obligors with respect to certainof the Receivables, that certain of the Receivables may be or becomeuncollectible in whole or in part and that the expense and probability ofsuccess in litigating a disputed Receivable may exceed the amount thatreasonably may be expected to be recovered with respect to a Receivable.  In view of the foregoing, each Grantor agreesthat the Agent may at any time and from time to time, if an Event of Defaulthas occurred and is continuing, compromise with the obligor on any Receivable,accept in full payment of any Receivable such amount as the Agent in its solediscretion shall determine or abandon any Receivable, and any such action bythe Agent shall be commercially reasonable so long as the Agent acts in goodfaith based on information known to it at the time it takes any such action.

##  

## Section 11.5.                             Secured Party Performance of DebtorObligations.  Without having any obligation to do so, theAgent may perform or pay any obligation which any Grantor has agreed to performor pay under this Agreement and the Grantor shall reimburse the Agent for anyamounts paid by the Agent pursuant to this Section 11.5.  Each Grantor’s obligation to reimburse theAgent pursuant to the preceding sentence shall be an Obligation payable ondemand.

##  

## Section 11.6.                             Specific Performance of CertainCovenants.  The Grantor acknowledges and agrees that abreach of any of the covenants contained in Sections 4.1(d), 4.1(e), 4.3, 4.4,4.5, 4.6, 4.7, 4.8, 4.10, or 5.2, will cause irreparable injury to the Agentand the Secured Parties, that the Agent and the Secured Parties have noadequate remedy at law in respect of such breaches and therefore agrees,without limiting the right of the Agent or the Secured Parties to seek andobtain specific performance of other obligations of any Grantor contained inthis Agreement, that the covenants of such Grantor contained in the Sectionsreferred to in this Section 11.6 shall be specifically enforceable againstsuch Grantor.

##  

## Section 11.7.                             Dispositions Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateralexcept as set forth in Section 4.1(d) and notwithstanding any courseof

 

31

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## dealing between any Grantor and the Agent or other conduct of theAgent, no authorization to sell, lease or transfer or otherwise dispose of theCollateral (except as set forth in Section 4.1(d)) shall be binding uponthe Agent or the Secured Parties unless such authorization is in writing signedby the Agent with the consent or at the direction of the Required SecuredParties.

##  

## Section 11.8.                             No Waiver; Amendments; CumulativeRemedies.  No delay or omission of the Agent to exerciseany right or remedy granted under this Agreement shall impair such right orremedy or be construed to be a waiver of any default or an acquiescencetherein, and any single or partial exercise of any such right or remedy shallnot preclude any other or further exercise thereof or the exercise of any otherright or remedy. No waiver, amendment or other variation of the terms,conditions or provisions of this Agreement whatsoever shall be valid unless inwriting signed by the Agent with the concurrence or at the direction of theLenders required under Section 10.02 of the Credit Agreement andthen only to the extent in such writing specifically set forth.  All rights and remedies contained in thisAgreement or by law afforded shall be cumulative and all shall be available tothe Agent and the Secured Parties until the Term Loan Obligations have beenpaid in full.

##  

## Section 11.9.                             Limitation by Law; Severability ofProvisions.  All rights, remedies and powers provided inthis Agreement may be exercised only to the extent that the exercise thereofdoes not violate any applicable provision of law, and all the provisions ofthis Agreement are intended to be subject to all applicable mandatoryprovisions of law that may be controlling and to be limited to the extentnecessary so that they shall not render this Agreement invalid, unenforceableor not entitled to be recorded or registered, in whole or in part.  Any provision in any this Agreement that isheld to be inoperative, unenforceable, or invalid in any jurisdiction shall, asto that jurisdiction, be inoperative, unenforceable, or invalid withoutaffecting the remaining provisions in that jurisdiction or the operation,enforceability, or validity of that provision in any other jurisdiction, and tothis end the provisions of this Agreement are declared to be severable.

##  

## Section 11.10.                       Reinstatement. This Agreement shall remain in full force and effect and continue to beeffective should any petition be filed by or against any Grantor forliquidation or reorganization, should any Grantor become insolvent or make anassignment for the benefit of any creditor or creditors or should a receiver ortrustee be appointed for all or any significant part of its Grantor’s assets,and shall continue to be effective or be reinstated, as the case may be, if atany time payment and performance of the Obligations, or any part thereof, is,pursuant to applicable law, rescinded or reduced in amount, or must otherwisebe restored or returned by any obligee of the Obligations, whether as a“voidable preference,” “fraudulent conveyance,” or otherwise, all as thoughsuch payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded,reduced, restored or returned, the Obligations shall be reinstated and deemedreduced only by such amount paid and not so rescinded, reduced, restored orreturned.

##  

## Section 11.11.                       Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon andinure to the benefit of each Grantor, the Agent and the Parties and their respectivesuccessors and permitted assigns (including all Persons who become bound as adebtor to this Agreement), except that no Grantor shall have the right toassign its rights or delegate its obligations under this Agreement or anyinterest herein, without the prior written consent of the Agent.  No sales of participations, assignments,transfers, or other dispositions of any agreement governing the Obligations orany portion thereof or interest therein shall in any manner impair the Liengranted to the Agent, for the benefit of the Agent and the Secured Parties,hereunder.

 

32

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## Section 11.12.  Survivalof Representations.  Allrepresentations and warranties of each Grantor contained in this Agreementshall survive the execution and delivery of this Agreement.

##  

## Section 11.13.  Taxes andExpenses.  Each Grantor jointly andseverally agrees to pay any taxes payable or ruled payable by Federal or Stateauthority in respect of this Agreement, together with interest and penalties,if any.  Each Grantor jointly andseverally agrees to reimburse the Agent for any and reasonable documented allout-of-pocket expenses paid or incurred by the Agent in connection with thepreparation, execution, delivery, administration, collection and enforcement ofthis Agreement and in the audit, analysis, administration, collection,preservation or sale of the Collateral (including the expenses and chargesassociated with any periodic or special audit of the Collateral).  Any and all costs and expenses incurred byany Grantor in the performance of actions required pursuant to the terms hereofshall be borne solely by such Grantor.

##  

## Section 11.14.  AdditionalSubsidiaries.  Pursuant to and inaccordance with Section 5.11 of the Term Loan Credit Agreement, eachDomestic Subsidiary (other than any Unrestricted Subsidiary) of the Borrowerthat was not in existence or not a Subsidiary on the date hereof is required toenter in this Agreement as a Subsidiary Party promptly upon becoming a Subsidiary.  Upon execution and delivery by the Agent anda Subsidiary of an instrument in the form of Exhibit K hereto, suchSubsidiary shall become a Subsidiary Party hereunder with the same force andeffect as if originally named as a Subsidiary Party herein.  The execution and delivery of any suchinstrument shall not require the consent of any other Person.  The rights and obligations of each Grantorhereunder shall remain in full force and effect notwithstanding the addition ofany new Person as a party to this Agreement.

##  

## Section 11.15.  Headings.  The title of and section headings inthis Agreement are for convenience of reference only, and shall not govern theinterpretation of any of the terms and provisions of this Agreement.

##  

## Section 11.16.  Terminationand Release.  (a)  This Agreementshall continue in effect until (i) the Term Loan Credit Agreement has beenterminated pursuant to its express terms and (ii) all of the Term LoanObligations and have been indefeasibly paid and performed in full; provided,however, that no such termination shall be effective at any time whenany Existing Notes Obligations remain outstanding unless and until (i) theBorrower shall have notified the Agent in writing whether at such time there isoutstanding any debt of any Person that is secured by the Existing NotesDesignated Collateral (which notification the Borrower hereby agrees to providepromptly upon the Agent’s request therefor) and (ii) if any such secureddebt is outstanding at such time, the Agent shall have taken such actions, atthe expense of the Borrower, as the Borrower may reasonably request to transferall Collateral consisting of Existing Notes Designated Collateral and allrelated Liens thereon and security interests therein (without any representationor warranties (other than a representation and warranty as to no Liens on theExisting Notes Designated Collateral created by the Agent in its individualcapacity)) to the Existing Notes Trustee or such other agent or Person as theBorrower may direct (provided further, however, that if suchother secured debt is under the Revolving Facility Credit Agreement, all suchCollateral in the form of possessory collateral shall be transferred to theRevolving Facility Agent, notwithstanding anything in the foregoing to thecontrary).

##  

### (b)                                 A SubsidiaryParty shall automatically be released from its obligations hereunder and thesecurity interests created hereunder in the Collateral of such Subsidiary Partyshall

 

33

----

 

### beautomatically released upon the consummation of any transaction permittedpursuant to the Term Loan Credit Agreement as a result of which such SubsidiaryParty ceases to be a Subsidiary.

 

### (c)                                  Upon any sale,lease, transfer or other disposition by any Grantor of any Collateral that ispermitted under Section 4.1(d) to any Person that is not anotherGrantor or, upon the effectiveness of any written consent to the release of thesecurity interest granted hereby in any Collateral pursuant to Section 10.02of the Term Loan Credit Agreement, the security interest in such Collateralshall be automatically released.

###  

### (d)                                 In the eventthat Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act isamended, modified or interpreted by the SEC or any other relevant GovernmentalAuthority to require (or is replaced with another rule or regulation, orany other law, rule or regulation is adopted, which would require) thefiling with the SEC (or any other Governmental Authority) of separate financialstatements of any Subsidiary of the Borrower due to the fact that the EquityInterests of such Subsidiary are pledged under this Agreement, then the EquityInterests of such Subsidiary shall automatically be deemed not to be part ofthe Collateral to the extent necessary not to be subject to suchrequirement.  Notwithstanding anything tothe contrary in this Agreement, if Equity Interests of any Subsidiary are notrequired to be pledged under this Agreement because Rule 3-10 or Rule 3-16of Regulation S-X of the Exchange Act would require the filing of separatefinancial statements of such Subsidiary if its Equity Interests were sopledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-Xof the Exchange Act is amended, modified or interpreted by the SEC or any otherrelevant Governmental Authority to no longer require (or is replaced withanother rule or regulation that would not require) the filing of separatefinancial statements of such Subsidiary if some or all of its Equity Interestsare pledged under this Agreement, then such Equity Interests of such Subsidiaryshall automatically be deemed part of the Collateral and pledged under thisAgreement.

###  

### (e)                                  In connectionwith any termination or release pursuant to paragraph (a), (b), (c) or (d) above,the Agent shall promptly execute and deliver to any Grantor, at such Grantor’sexpense, all UCC termination statements and similar documents that such Grantorshall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuantto this Section 11.16 shall be without recourse to or representation orwarranty by the Agent or any Secured Party. Without limiting the provisions of Section 11.13, the Borrowershall reimburse the Agent upon demand for all reasonable and documented costsand out of pocket expenses, including the fees, charges and expenses ofcounsel, incurred by it in connection with any action contemplated by this Section 11.16.

###  

## Section 11.17.  EntireAgreement.  This Agreement, togetherwith the other Term Loan/Note Documents and the Intercreditor Agreement,  embodies the entire agreement andunderstanding between each Grantor and the Agent relating to the Collateral andsupersedes all prior agreements and understandings between any Grantor and theAgent relating to the Collateral.

##  

## Section 11.18.  **CHOICE OF LAW.  THIS AGREEMENT SHALL BE CONSTRUED INACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.**

##  

## Section 11.19.  **CONSENT TO JURISDICTION.  EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TOTHE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURTSITTING IN NEW YORK, NEW YORK IN THE**

 

34

----

 

## **BOROUGHOF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THISAGREEMENT OR ANY OTHER TERM LOAN/NOTE DOCUMENT AND THE GRANTOR HEREBYIRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BEHEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOWOR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDINGBROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THEAGENT OR ANY SECURED PARTY TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THECOURTS OF ANY OTHER JURISDICTION.  ANYJUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE AGENT OR ANY SECURED PARTY ORANY AFFILIATE OF THE AGENT OR ANY SECURED PARTY INVOLVING, DIRECTLY ORINDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITHTHIS AGREEMENT OR ANY OTHER TERM LOAN/NOTE DOCUMENT SHALL BE BROUGHT ONLY IN ACOURT IN NEW YORK, NEW YORK IN THE BOROUGH OF MANHATTAN.**

 

## Section 11.20.  **WAIVER OF JURY TRIAL. EACH GRANTOR, THEAGENT AND EACH SECURED PARTY HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIALPROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING INTORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, ORCONNECTED WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIPESTABLISHED THEREUNDER.**

##  

## Section 11.21.  Indemnity.  Each Grantor hereby agrees to indemnify theAgent and the Secured Parties, and their respective successors, assigns, agentsand employees, from and against any and all losses, claims, damages, penalties,liabilities, and related expenses (including, without limitation, all expensesof litigation or preparation therefor whether or not the Agent or any SecuredParty is a party thereto) imposed on, incurred by or asserted against the Agentor the Secured Parties, or their respective successors, assigns, agents andemployees, in any way relating to or arising out of this Agreement, or theownership, delivery, lease, possession, use, operation, condition, sale, returnor other disposition of any Collateral (including any claim for Patent,Trademark or Copyright infringement).

##  

## Section 11.22.  Counterparts.  This Agreement may be executed in any numberof counterparts, all of which taken together shall constitute one agreement,and any of the parties hereto may execute this Agreement by signing any suchcounterpart.

##  

## Section 11.23.  INTERCREDITORAGREEMENT GOVERNS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THISAGREEMENT, THE LIENS AND SECURITY INTERESTS CREATED HEREBY AND THE RIGHTS,REMEDIES, DUTIES AND OBLIGATIONS PROVIDED FOR HEREIN ARE SUBJECT IN ALLRESPECTS TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND, TO THE EXTENTPROVIDED THEREIN, THE APPLICABLE SENIOR OBLIGATIONS SECURITY DOCUMENTS (ASDEFINED IN THE INTERCREDITOR AGREEMENT). IN THE EVENT OF ANY CONFLICT ORINCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT 

 

35

----

 

## ANDTHIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

 

## Section 11.24.  Deliveryof Collateral.  Prior to theRevolving Facility First Lien Collateral Transition Date, to the extent anyGrantor is required hereunder to deliver Collateral to the Agent for purposesof possession and control and is unable to do so as a result of havingpreviously delivered such Collateral to the Revolving Facility Agent inaccordance with the terms of the Revolving Facility Security Documents, suchGrantor’s obligations hereunder with respect to such delivery shall be deemedsatisfied by the delivery to the Revolving Facility Agent, acting as a gratuitousbailee of the Agent.

##  

## Section 11.25.  Mortgages.  In the case of a conflict between thisAgreement and the Mortgages with respect to Collateral that is real property(including Fixtures), the Mortgages shall govern.  In all other conflicts between this Agreementand the Mortgages, this Agreement shall govern.

##  

[Signature Page Follows]

 

36

----

 

INWITNESS WHEREOF, each Grantor and the Agent have executed this Agreement as ofthe date first above written.

 
|   | NEWTON  ACQUISITION, INC., |
|--------|----------------------------|
|   |                       |
|   |                       | By: | /s/ Nelson A. Bangs |   |
|   |                       | Name: | Nelson A. Bangs |   |
|   |                       | Title: | Senior Vice President and  General Counsel |   |

 

 
|   | NEWTON ACQUISITION MERGER SUB, INC., |
|--------|--------------------------------------|
|   |                                 |
|   |                                 | By: | /s/ Kewsong Lee |   |
|   |                                 | Name: | Kewsong Lee |   |
|   |                                 | Title: | Senior Vice President |   |

 

 
|   | THE  NEIMAN MARCUS GROUP, INC., |
|--------|---------------------------------|
|   |                            |
|   |                            | By: | /s/ Nelson A. Bangs |   |
|   |                            | Name: | Nelson A. Bangs |   |
|   |                            | Title: | Senior Vice President and  General Counsel |   |

 
|   | EACH  OF THE SUBSIDIARY PARTIES LISTED ON  EXHIBIT J HERETO, |
|--------|-------------------------------------------------------------------|
|   |                                                              |
|   |                                                              | By: | /s/ Nelson A. Bangs |   |
|   |                                                              | Name: | Nelson A. Bangs |   |
|   |                                                              | Title: | Vice President |   |

 
|   | NM  NEVADA TRUST, |
|--------|-------------------|
|   |              |
|   |              | By: | /s/ Nelson A. Bangs |   |
|   |              | Name: | Nelson A. Bangs |   |
|   |              | Title: | Vice President |   |

 

----

 
|   | CREDIT  SUISSE, CAYMAN ISLANDS BRANCH,  as Agent |
|--------|--------------------------------------------------|
|   |                                             |
|   |                                             | By: | /s/ Robert Hetu |   |
|   |                                             | Name: | Robert Hetu |   |
|   |                                             | Title: | Director |   |

 

 
|   | By:    | /s/ Vanessa Gomez |   |
|--------|--------|-------------------|--------|
|   | Name:  | Vanessa Gomez     |   |
|   | Title: | Vice President    |   |

 

----

**EXHIBIT A**

 

**(See Sections 3.2, 3.3, 3.4 and 3.6 of Agreement)**

 

GRANTORS’ INFORMATION AND COLLATERAL LOCATIONS

 

**I.              Grantor Information**

 
| ** **                                                | ** ** | **State  of**         | ** ** | ** **          | ** ** | ** **         | ** ** | **Federal**        | ** ** |
|-----------------------------------------------------------|------------|-----------------------|------------|---------------------|------------|--------------------|------------|--------------------|------------|
| ** **                                                | ** ** | **Incorporation  or** | ** ** | ** **          | ** ** | **Organizational** | ** ** | **Identification** | ** ** |
| **Name of Grantor**                                       | ** ** | **Organization**      | ** ** | **Type  of Entity** | ** ** | **Number**         | ** ** | **Number**         | ** ** |
| Newton Acquisition, Inc.                                  |       | Delaware              |       | Corporation         |       | 3958704            |       | 20-3509435         |       |
| Newton Acquisition Merger  Sub, Inc.                 |       | Delaware              |       | Corporation         |       | 3958709            |       | 20-3507754         |       |
| The Neiman Marcus  Group, Inc.                       |       | Delaware              |       | Corporation         |       | 2128062            |       | 95-4119509         |       |
| Bergdorf Goodman, Inc.                                    |       | New York              |       | Corporation         |       | NONE               |       | 13-0485530         |       |
| Bergdorf  Graphics, Inc.                             |       | New York              |       | Corporation         |       | NONE               |       | 13-2739271         |       |
| BergdorfGoodman.com, LLC                                  |       | Delaware              |       | LLC                 |       | 3839607            |       | 20-1470289         |       |
| Neiman Marcus  Holdings, Inc.                        |       | California            |       | Corporation         |       | C0709696           |       | 95-2916032         |       |
| Neiman Marcus Special  Events, Inc.                  |       | Delaware              |       | Corporation         |       | 2553833            |       | 04-3290414         |       |
| NEMA Beverage Corporation                                 |       | Texas                 |       | Corporation         |       | 114018600          |       | 75-2323412         |       |
| NEMA Beverage Holding  Corporation                        |       | Texas                 |       | Corporation         |       | 155791300          |       | 75-2849264         |       |
| NEMA Beverage Parent  Corporation                         |       | Texas                 |       | Corporation         |       | 155791400          |       | 75-2849261         |       |
| NM Financial Services,  Inc.                              |       | Delaware              |       | Corporation         |       | 2731559            |       | 86-0862446         |       |
| NMGP, LLC                                                 |       | Virginia              |       | LLC                 |       | S096047-8          |       | 06-1701558         |       |
| NM Kitchens, Inc.  (f/k/a Chef’s Catalog, Inc.) |       | Delaware              |       | Corporation         |       | 2829251            |       | 04-340-1147        |       |
| NM Nevada Trust                                           |       | Massachusetts         |       | Trust               |       | T00560216          |       | 04-3343700         |       |
| Worth Avenue Leasing  Company                             |       | Florida               |       | Corporation         |       | P98000080098       |       | 04-3435996         |       |

 

**II.            Place of Business**

 
| ** **                                | ** ** | **Place  of Business (if it has only**  | ** ** | ** **                                             | ** ** |
|-------------------------------------------|------------|-----------------------------------------|------------|--------------------------------------------------------|------------|
| ** **                                | ** ** | **one)  or Chief Executive Office (if** | ** ** | ** **                                             | ** ** |
| **Name of Grantor**                       | ** ** | **more  than one place of business)**   | ** ** | **Mailing  Address**                                   | ** ** |
| Newton  Acquisition, Inc.            |       | Fort Worth, Texas                       |       | 301 Commerce Street, Suite  3300  Fort Worth, TX 76102 |       |
| Newton Acquisition Merger  Sub, Inc. |       | Fort Worth, Texas                       |       | 301 Commerce Street, Suite  3300  Fort Worth, TX 76102 |       |

 

A-1

----

 
| The Neiman Marcus  Group, Inc.      |   | Dallas, Texas      |   | 1618 Main Street  Dallas, TX 75201   |   |
|------------------------------------------|--------|--------------------|--------|--------------------------------------|--------|
| Bergdorf  Goodman, Inc.             |   | New York, New York |   | 754 Fifth Avenue  New York, NY 10019 |   |
| Bergdorf  Graphics, Inc.            |   | New York, New York |   | 754 Fifth Avenue  New York, NY 10019 |   |
| BergdorfGoodman.com, LLC                 |   | Dallas, Texas      |   | 5950 Colwell Blvd.  Irving, TX 75039 |   |
| Neiman Marcus  Holdings, Inc.       |   | Dallas, Texas      |   | 1618 Main Street  Dallas, TX 75201   |   |
| Neiman Marcus Special  Events, Inc. |   | Dallas, Texas      |   | 1618 Main Street  Dallas, TX 75201   |   |
| NEMA Beverage Corporation                |   | Dallas, Texas      |   | 1618 Main Street  Dallas, TX 75201   |   |
| NEMA Beverage Holding  Corporation       |   | Dallas, Texas      |   | 1618 Main Street  Dallas, TX 75201   |   |
| NEMA Beverage Parent  Corporation        |   | Dallas, Texas      |   | 1618 Main Street  Dallas, TX 75201   |   |
| NM Financial  Services, Inc.        |   | Dallas, Texas      |   | 1618 Main Street  Dallas, TX 75201   |   |
| NMGP, LLC                                |   | Dallas, Texas      |   | 1618 Main Street  Dallas, TX 75201   |   |
| NM Kitchens, Inc.                   |   | Dallas, Texas      |   | 1618 Main Street  Dallas, TX 75201   |   |
| NM Nevada Trust                          |   | Dallas, Texas      |   | 1618 Main Street  Dallas, TX 75201   |   |
| Worth Avenue Leasing  Company            |   | Dallas, Texas      |   | 1618 Main Street  Dallas, TX 75201   |   |

 
| **III.** | **Locations  of Collateral (other than Place of Business listed above):** |
|----------|---------------------------------------------------------------------------|
|     |                                                                      |
| (a)      | Properties Owned by The  Neiman Marcus Group, Inc.:                  |

 
| **Type of Property**          | ** ** | **Address**                                                        | ** ** |
|-------------------------------|------------|--------------------------------------------------------------------|------------|
| **Full Line  Stores**         |       |                                                               |       |
| Willow Bend                   |       | 2201 Dallas Parkway  Plano, Texas 75093                            |       |
| Orlando                       |       | The Mall at Millenia  4170 Conroy Road  Orlando, Florida 32839     |       |
| Tyson’s                  |       | 2255 International Dr.  McLean, Virginia 22102                     |       |
| San Francisco                 |       | 150 Stockton St.  San Francisco, California 94108                  |       |
| San Antonio                   |       | 15900 La Cantera Parkway,  Suite 14  San Antonio, Texas 78256 |       |
| **Warehouse/Service  Center** |       |                                                               |       |
| Longview                      |       | 2301 Neiman Marcus Parkway  Longview, Texas 75602                  |       |
| Las Colinas                   |       | 5950 Colwell Blvd.  Irving, Texas 75039                            |       |

 

A-2

----

 

(b)           PropertiesLeased by The Neiman Marcus Group, Inc:

 
| **Property**         | ** ** | **Address**                                                          | ** ** | **Landlord(s) Name(s)**                                                                                                                                                                                                                                                                                                                    | ** ** |
|----------------------|------------|----------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| **Full Line Stores** |       |                                                                 |       |                                                                                                                                                                                                                                                                                                                                            |       |
| Downtown  Dallas     |       | 1618  Main Street  Dallas, Texas 75201                               |       | Trustees  of the Estate of James Charles O’Connor Trustee for S.P.Cimiotti Trust Gregg  Edwards   Cholly Edwards   Carolyn Edwards Kazmann   Dallas Foundation Trust   Trustees for C.C. Slaughter William  Slaughter Rogers   Nancy MacGregor Rogers O’Neil   Richard Slaughter Bauer   SunTrust Bank N.A.   Pacifico Partners, Ltd. |       |
| Downtown  Dallas     |       | Commerce  St.  Dallas, Texas 75201                                   |       | Dalpark  Partners, Ltd.                                                                                                                                                                                                                                                                                                                         |       |
| North  Park          |       | 400  North Park Center  Dallas, Texas 75225                          |       | Raymond  D. Nasher                                                                                                                                                                                                                                                                                                                              |       |
| Fort  Worth          |       | 2100  Green Oaks Rd.   Fort Worth, Texas 76116                       |       | Eversan  Limited Partnership (77%) and Susan Sandelman, as Trustee of the Sansteve  Trust (23%)                                                                                                                                                                                                                                                 |       |
| Houston  Galleria    |       | 2600  S. Post Oak Road Houston,   Texas 77056                        |       | Galleria  Limited, Inc.                                                                                                                                                                                                                                                                                                                    |       |
| Atlanta              |       | 3393  Peachtree Rd., NE   Atlanta, Georgia 30326                     |       | The  Retail Property Trust  Broad Atlantic Properties Corp.                                                                                                                                                                                                                                                                                     |       |
| Bal  Harbour         |       | 9700  Collins Avenue Bal Harbour, Florida 33154                      |       | Bal  Harbour Shops, Inc.                                                                                                                                                                                                                                                                                                                   |       |
| Ft.  Lauderdale      |       | 2442  E. Sunrise Blvd.   Ft. Lauderdale, Florida 33304               |       | Keystone-Florida  Property Holding Corp.                                                                                                                                                                                                                                                                                                        |       |
| Palm  Beach          |       | 151  Worth Avenue Palm Beach, Florida 33480                          |       | 151  Worth Avenue Partnership, Ltd.                                                                                                                                                                                                                                                                                                             |       |
| Tampa                |       | 2223  Westshore Blvd.   Tampa, Florida 33607                         |       | Tampa  Westshore Associates, LLP                                                                                                                                                                                                                                                                                                                |       |
| Coral  Gables        |       | Village  of Merrick Park 390 San Lorenzo Coral Gables, Florida 33146 |       | Rouse-Coral  Gables, LLC                                                                                                                                                                                                                                                                                                                        |       |
| Westchester          |       | Maple &  Paulding Ave.   White Plains, New York 10601       |       | Fashion  Mall Partners, LP                                                                                                                                                                                                                                                                                                                      |       |
| Paramus              |       | 503  Garden State Plaza  Paramus, New Jersey 07652                   |       | Westland  Garden State Plaza, LP                                                                                                                                                                                                                                                                                                                |       |

 

A-3

----

 
| **Property**     | ** ** | **Address**                                                                         | ** ** | **Landlord(s) Name(s)**                                                                                                                                                                                                                                                                                                                      | ** ** |
|------------------|------------|-------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| King  of Prussia |       | The  Plaza @ King of Prussia, 170 N. Gulph Road King of Prussia, Pennsylvania 19406 |       | King  of Prussia Associates                                                                                                                                                                                                                                                                                                                       |       |
| Short  Hills     |       | 1200  Morris Turnpike Short Hills, New Jersey 7078                                  |       | Short  Hills Associates                                                                                                                                                                                                                                                                                                                           |       |
| Boston           |       | 5  Copley Place Boston, Massachusetts 2116                                          |       | 7611-  Copley Place Associates, LLC                                                                                                                                                                                                                                                                                                               |       |
| Washington       |       | 5300  Wisconsin Ave., N.W.   Washington DC 20015                                    |       | TIAA-CREF                                                                                                                                                                                                                                                                                                                                         |       |
| Troy             |       | 2705  W. Big Beaver   Troy, Michigan 48048                                          |       | Somerset  Collection Limited Partnership                                                                                                                                                                                                                                                                                                          |       |
| St.  Louis       |       | 100  Plaza Frontenac St. Louis, Missouri 63131                                      |       | BROAD  FRONTENAC ASSOC                                                                                                                                                                                                                                                                                                                            |       |
| Minneapolis      |       | 505  Nicollet Mall on 5th St.   Minneapolis, Minnesota 55402                        |       | Brookfield  DB Inc.                                                                                                                                                                                                                                                                                                                               |       |
| Michigan  Avenue |       | 737  N. Michigan Avenue   Chicago, Illinois 60611                                   |       | M &  J Wilkow, Ltd.                                                                                                                                                                                                                                                                                                                      |       |
| Oakbrook         |       | 6  Oakbrook Center Oak Brook, Illinois 60523                                        |       | Urban  Investment and Development Company  ML Dover Associates                                                                                                                                                                                                                                                                                    |       |
| Northbrook       |       | 5000  Northbrook Ct.   Northbrook, Illinois 60062                                   |       | General  Growth Properties  Westcoast Estates                                                                                                                                                                                                                                                                                                     |       |
| Los  Angeles     |       | 9700  Wilshire Blvd.   Beverly Hills, California 90212                              |       | Joan  Keller Selznick, Larry Larson, and as Administrator of the Estates of Melissa  Oshier and Florence Selznick Howard, Susan Archer and Barbara Selznick Larry Larson   Estate of Melissa O shier Larson   Barbara Smalley-Selznick   Joan Keller-Selznick   Larry Larson as Special Administrator Re:  the Estate of Florence Selznick Howard |       |
| Scottsdale       |       | Scottsdale  Fashion Square   6900 E. Camelback Rd.   Scottsdale, Arizona 85251      |       | Business  Realty of Arizona, Inc.   Scottsdale Fashion Square Partnership                                                                                                                                                                                                                                                                    |       |
| Fashion  Island  |       | 601  Newport Center Dr.   Newport Beach, California 92660                      |       | The  Irvine Company Retail Properties-Fashion Island                                                                                                                                                                                                                                                                                              |       |
| Palo  Alto       |       | 400  Stanford Shop. Ctr.   Palo Alto, California 94304                              |       | The  Trustees of The Leland Stanford Junior University                                                                                                                                                                                                                                                                                            |       |

 

A-4

----

 
| **Property**        | ** ** | **Address**                                                           | ** ** | **Landlord(s) Name(s)**                                    | ** ** |
|---------------------|------------|-----------------------------------------------------------------------|------------|-----------------------------------------------------------------|------------|
| Ala  Moana          |       | 1450 Ala Moana Blvd.   Honolulu, Hawaii 96814                         |       | D/E  Hawaii Joint Venture   Fujiyama, Duffy & Fujiyama |       |
| San  Diego          |       | Fashion  Valley Center 7027 Friars Road   San Diego, California 92108 |       | I.T.C.  Fashion Valley Corporation   ML Dover Associates        |       |
| Denver              |       | Cherry  Creek Mall 3030 E. 1st Avenue Denver, Colorado 80206     |       | Taubman—Cherry  Creek, LP                                  |       |
| Boca  Raton         |       | 5860  Glades Road Boca Raton, Florida 33431                           |       | The  Town Center at Boca Raton Trust                            |       |
| **Outlet Stores**   |       |                                                                  |       |                                                            |       |
| Primm               |       | 32100  Las Vegas Blvd. South,  Suite 116 Primm, Nevada 89019     |       | Fashion  Outlet of Las Vegas Associates                         |       |
| Woodbury            |       | 934  Grapevine Court Central Valley, New York 10917                   |       | Chelsea  GCA Realty Partnership, LP                             |       |
| Jersey  Gardens     |       | 651  Kapkowski Rd., Suite 0200   Elizabeth, New Jersey 07201     |       | JG  Elizabeth, LLC                                              |       |
| Austin              |       | 4115  Capital of Texas Hwy. S.   Austin, Texas 78704                  |       | Austin  Retail BOA I & II                              |       |
| Tempe               |       | 5000  Arizona Mills Cir.   Tempe, Arizona 85282                       |       | Arizona  Mills, LLC                                             |       |
| Great  Lakes        |       | 4030  Baldwin Road   Auburn Hills, MI 48326                           |       | Taubman  Auburn Hills Associates Limited Partnership            |       |
| Franklin            |       | 1634  Franklin Mills Cir.   Philadelphia, Pennsylvania 19154          |       | Franklin  Mills Associates, L.P.                                |       |
| Sawgrass            |       | 12801  W. Sunrise Blvd.   Sunrise, Florida 33323                      |       | Sawgrass  Mills Phase II, LP                                    |       |
| Discover            |       | 5900  Sugarloaf Parkway Space 235/A4   Lawrenceville, Georgia 30043   |       | Sugarloaf  Mills, L.P.                                          |       |
| Grapevine           |       | 3000  Grapevine Mills Parkway   Grapevine Mills, Texas 76051          |       | Grapevine  Mills IV Limited Partnership                         |       |
| Colorado            |       | 14500  W. Colfax Ave.   Lakewood, Colorado 80401                      |       | Colorado  Mills Limited Partnership                             |       |
| Dolphin             |       | 11441  NW 12th St. #D100   Miami, Florida 33172                       |       | Taubman-Dolphin  Mall Associates, LLC                           |       |
| Katy                |       | 5000  Katy Mills Circle   Katy, Texas 77494                           |       | Katy  Mills, Limited Partnership                                |       |
| Las  Americas       |       | 4061  Camino de la Plaza   San Diego, California 92173                |       | PCCP/SB  Las Americas, LLC                                      |       |
| San  Marcos         |       | Prime  Outlets @ San Marcos 3939-IH-35 South San Marcos, Texas 78666  |       | Prime  Outlets at San Marcos II Limited Partnership             |       |
| Arundel             |       | 7000  Arundel Mills Cir.   Hanover, Maryland 21076                    |       | Arundel  Mills Limited Partnership                              |       |
| Horchow-Mockingbird |       | 3046  Mockingbird Lane   Dallas, Texas 75205                          |       | Park  Cities Village Joint Venture                              |       |
| Horchow-Plano       |       | 3400  Preston Rd.   Suite 210 Plano, Texas 75093                 |       | Thames  Financial Services, LTD.                                |       |

 

A-5

----

 
| **Property**                   | ** ** | **Address**                                                        | ** ** | **Landlord(s) Name(s)**                                            | ** ** |
|--------------------------------|------------|--------------------------------------------------------------------|------------|-------------------------------------------------------------------------|------------|
| **Bergdorf Goodman**           |       |                                                               |       |
| Main Store                     |       | 754 5th Avenue  New York, New York 10019                      |       | 754 Fifth Avenue Associates                                             |       |
| Men’s Store               |       | 745 5th Avenue   New York, New  York 10022                    |       | 745 Associates

WvF-Paramount 745 Property, LP                          |       |
| Office                         |       | 625 Madison AvenueNew York, New  York 10022                        |       | 625 Madison Avenue Associates, L.P.                                     |       |
| Long Island Service Center     |       | 43-30 24th Street   Long Island City,  New York 11101         |       | Leon Levin & Sons, Inc.                                   |       |
| **Offices**                    |       |                                                               |       |                                                                    |       |
| Renaissance Tower              |       | 1201 Elm Street   Dallas, Texas                                    |       | Trizechahn Renaissance Tower, LP                                        |       |
| 1700 Pacific                   |       | 1700 PacificDallas, Texas  75201                                   |       | Berkeley First City, LP                                                 |       |
| NY Fashion Office              |       | 1450 BroadwayNew York, New  York 10018                             |       | 1450 Broadway Associates, LLC                                           |       |
| Palm Beach                     |       | 125 Worth AvenuePalm Beach,  Florida 33480                         |       | 125 Worth Ave. Ltd. Partnership                                         |       |
| Coral Commercial Center        |       | Space I-2A, 670 Auahi Street   Honolulu, Hawaii 96813              |       | Campbell Hawaii Investor, LLC                                           |       |
| Los Angeles                    |       | 9701 Wilshire Blvd.   Beverly Hills, California 90212              |       | Lantana Wilshire Associates, LP                                         |       |
| NM Online                      |       | 400 E. Royal Lane, Suite 112   Irving, Texas 75039            |       | Charter DCC Partners                                                    |       |
| Sharp Street Studio            |       | 5044 Sharp Street   Dallas, Texas 75247                            |       | ProLogis Limited Partnership II                                         |       |
| **Warehouses/Service Centers** |       |                                                               |       |
| Pinnacle Park                  |       | 4121 Pinnacle Point Dr.   Dallas, Texas 75211                 |       | PDC Properties, Inc.   Pinnacle West Land, LP                      |       |
| Southeast Service Center       |       | 2784 Executive Way 

Miramar, Florida 33025                        |       | Sunbeam Properties, Inc.                                           |       |
| Chicago Service Center         |       | 9501 WinonaSchiller  Park, Illinois 60175                          |       | Northern Equities, LLC, Trustee U/T 26-2649-00  Winona Building Account |       |
| West Coast Service Center      |       | 2500 S. Workman Mill   City of IndustryWhittier, California  90601 |       | RR&C Development Co.                                                |       |
| Garland Alterations            |       | 3302 Miller Road, Suite 700   Garland, Texas 75041            |       | Duke-Weeks Realty Limited Partnership                                   |       |
| Regal Row                      |       | 727 Regal Row   Dallas, Texas 75247                                |       | Charter Asset Management, LP                                            |       |
| NJ Alterations                 |       | 1125 Globe Avenue 

Mountainside, New Jersey 07092                 |       | Jackal Holdings, LLC                                                    |       |
| Diplomacy Row                  |       | 8919 Diplomacy Row   Dallas, Texas 75247                           |       | Cullum-Thomas                                                           |       |
| Atlanta Storage                |       | 3832 Green Industrial Way   Chamblee, Georgia 30341                |       | MDM Family, LP                                                          |       |
| Atlanta Storage-Lenox Square   |       | 3393 Peachtree Road NE   Atlanta, Georgia 30326                    |       | Lenox Square                                                            |       |

 

A-6

----

 
| **Property**                  | ** ** | **Address**                                                                    | ** ** | **Landlord(s) Name(s)**            |   |
|-------------------------------|------------|--------------------------------------------------------------------------------|------------|-----------------------------------------|--------|
| San Francisco Warehouse       |       | 3225 Third StreetSan  Francisco, California 94124                              |       | William D Spencer 

Spencer Properties  |   |
| West Coast Fur Service Center |       | 261 S. Kenmore AvenueLos  Angeles, California 90004                            |       | Mr. Young Hoon Choi                |   |
| Ala Moana Service Center      |       | Opakapaka Street   Kapolai, Hawaii                                             |       | Fort Street Investment Corporation      |   |
| Houston Galleria Storage      |       | 2700 Post Oak   Houston, Texas 77056                                           |       | Walton Houston Galleria Office, L.P.    |   |
| Houston Warehouse             |       | 1499 N. Post Oak   Houston, Texas 77055                                        |       | Warehouse Associates                    |   |
| Las Vegas Storage             |       | 3585 S. Highland Drive   Las Vegas, Nevada 89103                               |       | Plaza Vegas Ministorage                 |   |
| Ft. Lauderdale Storage        |       | Storage Room M1 @ Galleria   Ft. Lauderdale, Florida 33304                |       | Keystone-Florida Property Holding Corp. |   |
| Scottsdale Storage            |       | Storage Space 2137-S @   Scottsdale Fashion Square   Scottsdale, Arizona 85251 |       | Scottsdale Fashion Square Partnership   |   |

 

Properties Leased by NM Nevada Trust:

 
| **Type of Property** | ** ** | **Address**                                        | ** ** | **Landlord’s Name**                                                        |   |
|----------------------|------------|----------------------------------------------------|------------|---------------------------------------------------------------------------------|--------|
| **Full Line Store**  |       |                                               |       |                                                                            |   |
| Las Vegas            |       | 3200 Las Vegas Blvd. So.   Las Vegas, Nevada 89109 |       | H-S Las Vegas Associates

 

Rouse FS, LLC and Fashion Show Expansion, LLC |   |

 

A-7

----

 

(c)           Public Warehousesor other Locations pursuant to Bailment or Consignment Arrangements:

 
| **Name of Grantor**          | ** ** | **Public warehouses/Locations  pursuant to Bailment or  Consignment Arrangements** | ** ** | **Warehouse operator or other  Bailee  or Consignee** |   |
|------------------------------|------------|------------------------------------------------------------------------------------|------------|-------------------------------------------------------|--------|
| The Neiman Marcus Group, Inc |       | East Coast District Center   50 Rte. 46 Gordon Dr.   Totowa, New Jersey 7512  |       | D & R Management Inc.                        |   |
| The Neiman Marcus Group, Inc |       | New Jersey Fur Service Center 141   Lanza Ave.   Garfield, New Jersey 07026        |       | Central Fur and Storage Inc.                          |   |

 

A-8

----

 

**EXHIBIT B**

**(See Section 3.5 of Agreement)**

 

BAILEES, WAREHOUSEMEN, ETC.(1)

 
| **Bailee, Warehouseman, Etc.**                                                  | ** ** | **Value of Inventory**     | ** ** |
|---------------------------------------------------------------------------------|------------|----------------------------|------------|
| D & R Management Inc.   50 Route 46, Gordon Drive   Totowa, N.J. 07512 |       | Exceeds $2,500,000         |       |
| David Yurman24 Vestry  St.   New York, New York 10013                           |       | Does not exceed $2,500,000 |       |

 

----

(1) All inventory is owned by either The Neiman Marcus Group, Inc.or Bergdorf Goodman, Inc.

 

B-1

----

 

**EXHIBIT C**

**(See Section 3.7 of Agreement)**

 

LETTER OF CREDIT RIGHTS

 

NONE

 

 

CHATTEL PAPER

 

 

NONE

 

 

C-1

----

 

**EXHIBIT D**

**(See Section 3.9 ofAgreement)**

 

INTELLECTUAL PROPERTY RIGHTS

 

Patents, Pending Patent Applications, Trademarks and Pending Trade markApplications

 

Intellectual Property(2)

 

CONFIDENTIAL

 

US Patents

 
| **INVENTION  TITLE****Inventor**                                                       | ** ** | **Client  Attys** | ** ** | **CPH  Docket  Your  Reference  Prior  Docket  No.** | ** ** | **Case  Type  RefCase** | ** ** | **SERIAL  NO.  PATENT  NO.** | ** ** | **FILED  ISSUED**      | ** ** | **Assignee**                        | ** ** | **STATUS** | ** ** | **REMARKS**                                                                      | ** ** | **SCHEDULED  ACTIONS**                                                                                          |
|----------------------------------------------------------------------------------------|------------|-------------------|------------|------------------------------------------------------|------------|-------------------------|------------|------------------------------|------------|------------------------|------------|-------------------------------------|------------|------------|------------|----------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------|
|                                                                                   |       |              |       |                                                 |       |                    |       |                         |       |                   |       |                                |       |       |       |                                                                             |       |                                                                                                            |
| MERCHANDISE  DISPLAY CASE AND SYSTEM

*Joseph Cimini et al.*                           |       | N276  MM/AW       |       | 47953-USA  UNITED STATES                             |       | UTL-ORD                 |       | 10/103172  6607275           |       | 03/20/2002  08/19/2003 |       | The Neiman  Marcus Group, Inc. |       | ISSUED     |       | CON  TO 50291, Projected publication date 9/25/03                                |       | MAINT FEE 3.5 DUE 02/19/2007

MAINT FEE 7.5 DUE 02/19/2011

MAINT FEE 11.5 DUE 02/19/2015                       |
|                                                                                   |       |              |       |                                                 |       |                    |       |                         |       |                   |       |                                |       |       |       |                                                                             |       |                                                                                                            |
| MERCHANDISE  DISPLAY CASE AND SYSTEM*Joseph Cimini et al.*                             |       | N276  MM/AW       |       | 48103-USA  UNITED STATES                             |       | DES-ORD                 |       | 29/157496  D473074           |       | 03/20/2002  04/15/2003 |       | The Neiman  Marcus Group, Inc. |       | ISSUED     |       |                                                                             |       |                                                                                                            |
| * *                                                                               |       |              |       |                                                 |       |                    |       |                         |       |                   |       |                                |       |       |       |                                                                             |       |                                                                                                            |
| MERCHANDISE  DISPLAY CASE AND SYSTEM

*Joseph Cimini et al.*                           |       | N276  AW          |       | 50291-USA  UNITED STATES                             |       | UTL-CON  Of 47953       |       | 10/431091                    |       | 05/07/2003  12/07/2004 |       | The Neiman  Marcus Group, Inc. |       | ISSUED     |       | Ancestor  Case: 47953 Filed 03/20/2002. Pub. No. 2003- 0206275- A1. CON of 47953 |       | MAINT FEE 3.5 DUE 06/07/2008

MAINT FEE 7.5 DUE 06/07/2012

MAINT FEE 11.5 DUE 06/07/2016                       |
|                                                                                   |       |              |       |                                                 |       |                    |       |                         |       |                   |       |                                |       |       |       |                                                                             |       |                                                                                                            |
| VIDEO  MENU*TBD TBD*                                                                   |       | N276  AW          |       | 51591-USA  UNITED STATES                             |       | UTL-ORD                 |       |                         |       |                   |       | Not Assigned                        |       | NOT MAILED |       |                                                                             |       |                                                                                                            |
|                                                                                   |       |              |       |                                                 |       |                    |       |                         |       |                   |       |                                |       |       |       |                                                                             |       |                                                                                                            |
| VIDEO  BACKPACK AND GARMENT SYSTEM AND METHOD OF USING THE SAME 

*Ignaz M. Gorischek* |       | N276  AW          |       | *52312-USA  UNITED STATES                            |       | UTL-ORD                 |       | 10/833564                    |       | 04/28/2004             |       | Not Assigned                        |       | PENDING    |       |                                                                             |       | FILING RECEIPT RCVD 09/07/2004

FU: NEXT PTO ACTION 03/07/2005

PRIOR  ART DUE FILE IDS/1449-12 MON

04/28/2005 |
| * *                                                                               |       |              |       |                                                 |       |                    |       |                         |       |                   |       |                                |       |       |       |                                                                             |       |                                                                                                            |
| *INCASE WATCH PRESENTATIONS*

*tbd tbd*                                                |       | N276  AW          |       | 52428-USA  UNITED STATES                             |       | UTL-ORD                 |       |                         |       |                   |       | Not Assigned                        |       | NOT MAILED |       |                                                                             |       |                                                                                                            |
|                                                                                   |       |              |       |                                                 |       |                    |       |                         |       |                   |       |                                |       |       |       |                                                                             |       |                                                                                                            |
| Jewelry  display case *tbd tbd*                                                        |       | N276  AW          |       | 52429-USA  UNITED STATES                             |       | UTL-ORD                 |       |                         |       |                   |       | Not Assigned                        |       | NOT MAILED |       |                                                                             |       |                                                                                                            |

 

----

(2) Per the Credit Agreement and SecurityAgreement, a security interest is to be granted in all of the scheduledIntellectual Property; however, only the U.S. Intellectual Property will beperfected with the filing of UCC financing statements and registration/filingin the USPTO and/or US Copyright Office.

 

D-1

----

 

Foreign Patents

 
| **INVENTION  TITLE****Inventor**                              | ** ** | **Client  Attys** | ** ** | **CPH Docket  Your  Reference  Prior Docket  No.** | ** ** | **Case  Type  RefCase** | ** ** | **SERIAL  NO.  PATENT  NO.** | ** ** | **FILED  ISSUED** | ** ** | **Assignee**                        | ** ** | **STATUS**           | ** ** | **REMARKS**                                | ** ** | **SCHEDULED ACTIONS**                                                                                                                                                     |
|---------------------------------------------------------------|------------|-------------------|------------|----------------------------------------------------|------------|-------------------------|------------|------------------------------|------------|-------------------|------------|-------------------------------------|------------|----------------------|------------|--------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                          |       |              |       |                                               |       |                    |       |                         |       |              |       |                                |       |                 |       |                                       |       |                                                                                                                                                                      |
| MIRROR  AND IMAGE DISPLAY SYSTEM

*Ignaz  M. Gorischek*       |       | N276  MM/AW       |       | 45242-CAN  CANADA                                  |       | UTL-ORD                 |       | 2420787                      |       | 02/27/2003        |       | The Neiman  Marcus Group, Inc. |       | PENDING              |       | Filing  date obtained from fax of 2/27/03; |       | INSTRUCTION  TO RQST EXAM 02/27/2003

FU: NEXT  PTO ACTION

ANNUITY  DUE                                                                                                  |
| * *                                                      |       |              |       |                                               |       |                    |       |                         |       |              |       |                                |       |                 |       |                                       |       |                                                                                                                                                                      |
| MIRROR  AND IMAGE DISPLAY SYSTEM

*Ignaz  M. Gorischek*       |       | N276  MM/AW       |       | 45242-CAN  CANADA                                  |       | UTL-ORD                 |       | 09/886806                    |       | 06/21/2001        |       | The Neiman  Marcus Group, Inc. |       | PUBLISHED            |       | Publ.  No. 2002-0196333-A1                 |       | OFFICE  ACTION [ 3 MON] RESPONSE & EXT

DEADLINE  07/03/2005                                                                                                     |
| * *                                                      |       |              |       |                                               |       |                    |       |                         |       |              |       |                                |       |                 |       |                                       |       |                                                                                                                                                                      |
| MERCHANDISE  DISPLAY CASE AND SYSTEM

*Joseph  Cimini et al.* |       | N276  MM/AW       |       | 47953-CAN  CANADA                                  |       | UTL-PCT  47953          |       | 2479836                      |       | 03/06/2003        |       | The Neiman  Marcus Group, Inc. |       | PENDING              |       |                                       |       | INSTRUCTION  TO RQST EXAM 09/17/2004

FU: NEXT  PTO ACTION  ANNUITY DUE                                                                                                   |
| * *                                                      |       |              |       |                                               |       |                    |       |                         |       |              |       |                                |       |                 |       |                                       |       |                                                                                                                                                                      |
| MERCHANDISE  DISPLAY CASE AND SYSTEM

*Joseph  Cimini et al.* |       | N276  MM/AW       |       | 47953-EPO  EUROPEAN                                |       | UL-PCT  47953           |       | 03716339.1                   |       | 03/06/2003        |       | The Neiman  Marcus Group, Inc. |       | PENDING              |       |                                       |       | FILING  RECEIPT RCVD 09/30/2004

FU: NEXT PTO ACTION 3/30/2005

 

DEADLINE  TO REGISTER IN HKO

DEADLINE  TO FILE CASE

06/15/2005

 

ANNUITY  DUE 03/06/2006 |
|                                                          |       |              |       |                                               |       |                    |       |                         |       |              |       |                                |       |                 |       |                                       |       |                                                                                                                                                                      |
| MERCHANDISE  DISPLAY CASE AND SYSTEM

*Joseph  Cimini et al.* |       | N276  MM/AW       |       | 47953-JPN  JAPAN                                   |       | UL-PCT  47953           |       | 2003-579006                  |       | 03/06/2003        |       | The Neiman  Marcus Group, Inc. |       | PENDING              |       |                                       |       |                                                                                                                                                                      |
| * *                                                      |       |              |       |                                               |       |                    |       |                         |       |              |       |                                |       |                 |       |                                       |       |                                                                                                                                                                      |
| MERCHANDISE  DISPLAY CASE AND SYSTEM

*Joseph  Cimini et al.* |       | N276  MM/AW       |       | 47953  PCT PATIENT COOPERA TION TREATY             |       | UTL-ORD                 |       | US03/06837                   |       | 03/06/2003        |       | The  Neiman Marcus Group, Inc. |       | NATIONAL  09/13/2004 |       |                                       |       |                                                                                                                                                                      |
| * *                                                      |       |              |       |                                               |       |                    |       |                         |       |              |       |                                |       |                 |       |                                       |       |                                                                                                                                                                      |
| MERCHANDISE  DISPLAY CASE AND SYSTEM

*Joseph  Cimini et al.* |       | N276

MM/AW       |       | 47953-PRC  CHINA                                   |       | UTL-PCT  of 47953       |       | 03807707.8                   |       | 03/06/2003        |       | The Neiman  Marcus Group, Inc. |       | PENDING              |       |                                       |       | INSTRUCTION  TO RQST EXAM 09/30/2004

FU: NEXT PTO ACTION 09/30/2005                                                                                                      |

 

D-2

----

 

USTrademarks

 
|                              |       |       | ** ** | **CPH  Docket**                    | ** ** | **Mark**                   | ** ** | **SERIAL**         |       |                   |       |                          |       |              |       |                                |   |                  |
|-----------------------------------|------------|------------|------------|------------------------------------|------------|----------------------------|------------|--------------------|------------|------------------------|------------|-------------------------------|------------|-------------------|------------|-------------------------------------|--------|-----------------------|
|                              | ** ** | **Client** | ** ** | **Your**                           | ** ** | **Type**                   | ** ** | **NO.**            | ** ** | **FILED**              | ** ** | **Owner/**                    |       |              | ** ** | **SCHEDULED**                       |
| **MARK**                          | ** ** | **Attys**  | ** ** | **Reference**                      | ** ** | **Class**                  | ** ** | **REG.  NO.**      | ** ** | **ISSUED**             | ** ** | **Registrant**                | ** ** | **STATUS**        | ** ** | **ACTIONS**                         |
| 6TH SENSE                         |       | N276  MM   |       | 46719-USA UNITED STATES            |       | SM  42                     |       | 74/478245  1882642 |       | 01/11/1994  03/07/1995 |       | The Neiman Marcus Group, Inc. |       | LAPSED 10/09/2001 |       |                                |   |                  |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| 745 CAFÉ                     |       | N276  MM   |       | 46759-USA UNITED STATES            |       | SM  42                     |       | 74/077475  1705974 |       | 07/11/1990  08/04/1992 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                         |   | 08/04/2012            |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| 745 COLLECTION                    |       | N276  MM   |       | 46722-USA UNITED STATES            |       | TM  25                     |       | 74/293493  1759993 |       | 12/16/1991  03/23/1993 |       | The Neiman Marcus Group, Inc. |       | LAPSED 03/10/2003 |       |                                |   |                  |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| AMERICAN ARTFORMS                 |       | N276  MM   |       | 46730-USA UNITED STATES            |       | SM  42                     |       | 73/41228  1374401  |       | 02-04-1983  12/03/1985 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                         |   | 12/03/2005            |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| BALE OF COTTON DESIGN             |       | N276  MM   |       | 43885-USA UNITED STATES            |       | TM  24                     |       | 79389  1152461     |       | 03/08/1976  04/28/1981 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                         |   | 04/28/2011            |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| BERGDORF GOODMAN                  |       | N276  MM   |       | 45712-USA UNITED STATES            |       | SM  39                     |       | 72/269394  845203  |       | 04/18/1967  02/27/1968 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                         |   | 02/27/2008       |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| BERGDORF GOODMAN                  |       | N276  MM   |       | 46772-USA UNITED STATES            |       | TM  03, 05, 14, 18, 20, 25 |       | 72/269376  866011  |       | 04/18/1967  03/11/1969 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                         |   | 03/11/2009            |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| BERGDORF GOODMAN                  |       | N276  MM   |       | 46773-USA UNITED STATES            |       | SM  42                     |       | 72/4661163  992733 |       | 08/20/1973  09/03/1974 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                         |   | 09/03/2014            |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| BERGDORF GOODMAN (stylized)       |       | N276  MM   |       | 43073 USA UNITED STATES            |       | TM  39                     |       | 72/028482  674632  |       | 04/19/1957  02/24/1959 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                         |   | 02/24/2009            |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| BERGDORF GOODMAN (stylized)       |       | N276  MM   |       | 43073 USA (01)  UNITED STATES |       | TM/SM  25, 42              |       | 74/477798  1902799 |       | 01/10/1994  07/04/1995 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                         |   | 07/04/2005            |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| BERGDORF MEN                      |       | N276  MM   |       | 43076-USA UNITED STATES            |       | SM  35                     |       | 75/203782  2110801 |       | 11/25/1996  11/04/1997 |       | NM Nevada Trust               |       | LAPSED 04/16/2004 |       |                                |   |                  |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| BIGI                              |       | N276  MM   |       | 45714-USA UNITED STATES            |       | TM  14, 25                 |       | 269377  863129     |       | 04/18/1967  01/07/1969 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                         |   | 01/07/2009            |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| CHEF’S CATALOG               |       | N276  MM   |       | 46749-USA UNITED STATES            |       | SM  35                     |       | 75/661211  2316722 |       | 03/16/1999  02/08/2000 |       | NM Nevada Trust               |       | REGISTERED        |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 02/08/2006 02/08/2010 |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| CHRISTMAS GLORIES                 |       | N276  MM   |       | 46725-USA UNITED STATES            |       | SM  42                     |       | 73/587964  1415381 |       | 03/14/1986  10/28/1986 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                         |   | 10/28/2006            |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| COMPETITIVE EDGE                  |       | N276  MM   |       | 46779-USA UNITED STATES            |       | TM  25                     |       | 73/228965  1194022 |       | 08/27/1979  04/20/1982 |       | The Neiman Marcus Group, Inc. |       | LAPSED 03/26/2002 |       |                                |   |                  |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| DEI TRE                           |       | N276  MM   |       | 46737-USA UNITED STATES            |       | TM  25                     |       | 75/094095  2073589 |       | 04/25/1966  06/24/1997 |       | The Neiman Marcus Group, Inc. |       | LAPSED 04/10/2003 |       |                                |   |                  |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| Design (building with fountain)   |       | N276  MM   |       | 45715-USA UNITED STATES            |       | TM  03, 05, 14, 20, 25, 18 |       | 272135  866012     |       | 05/23/1967  03/11/1969 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                         |   | 03/11/2009            |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| Design (helmet)                   |       | N276  MM   |       | 45713-USA UNITED STATES            |       | TM  25                     |       | 290315  860183     |       | 02/05/1968  11/12/1968 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                         |   | 11/12/2008            |
|                              |       |       |       |                               |       |                       |       |               |       |                   |       |                          |       |              |       |                                |   |                  |
| Design (M made of parallel lines) |       | N276  MM   |       | 46758-USA UNITED STATES            |       | TM  25                     |       | 74/150565  1720383 |       | 03/25/1991  09/29/1992 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                         |   | 09/29/2012            |

 

D-3

----

 
|                                                 |       |       | ** ** | **CPH  Docket**              | ** ** | **Mark**   | ** ** | **SERIAL**         |       |                   |       |                          |       |              |       |                                      |   |                  |
|------------------------------------------------------|------------|------------|------------|------------------------------|------------|------------|------------|--------------------|------------|------------------------|------------|-------------------------------|------------|-------------------|------------|-------------------------------------------|--------|-----------------------|
|                                                 | ** ** | **Client** | ** ** | **Your**                     | ** ** | **Type**   | ** ** | **NO.**            | ** ** | **FILED**              | ** ** | **Owner/**                    |       |              | ** ** | **SCHEDULED**                             |
| **MARK**                                             | ** ** | **Attys**  | ** ** | **Reference**                | ** ** | **Class**  | ** ** | **REG.  NO.**      | ** ** | **ISSUED**             | ** ** | **Registrant**                | ** ** | **STATUS**        | ** ** | **ACTIONS**                               |
| Design (man eating grapes in circle)                 |       | N276  MM   |       | 45711-USA UNITED STATES      |       | TM  29     |       | 72/239072  834069  |       | 02/17/1966  08/22/1967 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                               |   | 08/22/2007            |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| Design (man eating grapes in circle)                 |       | N276  MM   |       | 46776-USA UNITED STATES      |       | TM  29, 30 |       | 73/256304  1185014 |       | 03/31/1980  01/05/1982 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                               |   | 01/05/2012            |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| Design (walking figures on slanted belt)             |       | N276  MM   |       | 46757-USA UNITED STATES      |       | TM  25     |       | 73/027822  1084039 |       | 07/26/1974  01/31/1978 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DATE                              |   | 01/31/2008            |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| FAUVE (stylized)                                     |       | N276  MM   |       | 45708-USA UNITED STATES      |       | SM  03     |       | 72/150837  747724  |       | 07/24/1962  04/02/1963 |       | The Neiman Marcus Group, Inc. |       | LAPSED 03/24/2003 |       |                                      |   |                  |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| FIRST CALL                                           |       | N276  MM   |       | 46732-USA UNITED STATES      |       | SM  42     |       | 73/578333  1417026 |       | 01/21/1986  11/11/1986 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                               |   | 11/11/2006            |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| GRAND FINALE                                         |       | N276  MM   |       | 44464-USA UNITED STATES      |       | SM  42     |       | 73/769815  1558578 |       | 12/16/1988  09/26/1989 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                               |   | 09/26/2009            |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| GRAND FINALE and design (in circle with wavy lines)  |       | N276  MM   |       | 46712-USA UNITED STATES      |       | SM  42     |       | 73/347135  1228792 |       | 01/25/1982  02/22/1983 |       | The Neiman Marcus Group, Inc. |       | LAPSED 02/07/2003 |       |                                      |   |                  |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| GRAND FINALE and design (in circle with wavy liines) |       | N276  MM   |       | 46713-USA UNITED STATES      |       | TM  16     |       | 73/347134  1224237 |       | 01/25/1982  01/18/1983 |       | The Neiman Marcus Group, Inc. |       | LAPSED 01/23/2003 |       |                                      |   |                  |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| HOLIDAY GLORIES                                      |       | N276  MM   |       | 49567-USA UNITED STATES      |       | SM  35     |       | 78/198064  2857879 |       | 12/26/2002  06/29/2004 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | SECTIONS 8 & 15 DUE RENEWAL DUE  |   | 06/29/2010 06/29/2014 |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| HORCHOW                                              |       | N276  MM   |       | 44466-USA UNITED STATES      |       | SM  42     |       | 74/099076  1673768 |       | 09/21/1990  01/28/1992 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                               |   | 01/28/2012            |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| HORCHOW                                              |       | N276  MM   |       | 44466-USA (01) UNITED STATES |       | TM  25     |       | 74/098916  1651562 |       | 09/20/1990  07/23/1991 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                               |   | 07/23/2011            |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| HORCHOW                                              |       | N276  MM   |       | 44466-USA (02) UNITED STATES |       | TM  16     |       | 74/098906  1656242 |       | 09/20/1990  09/10/1991 |       | NM Nevada Trust               |       | LAPSED 09/10/2001 |       |                                      |   |                  |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| HORCHOW and design (in circle)                       |       | N276  MM   |       | 46714-USA UNITED STATES      |       | SM  42     |       | 73/347133  1249400 |       | 01/25/1982  08/23/1983 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                               |   | 08/23/2013            |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| HORCHOW and design (in circle)                       |       | N276  MM   |       | 46715-USA UNITED STATES      |       | TM  16     |       | 73/347132  1262784 |       | 01/25/1982  01/03/1984 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                               |   | 01/03/2014            |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| HORCHOW FINALE                                       |       | N276  MM   |       | 47949-USA UNITED STATES      |       | SM  35     |       | 76/390251  2688395 |       | 04/03/2002  02/18/2003 |       | NM Nevada Trust               |       | REGISTERED        |       | SECTIONS 8 & 15 DUE RENEWAL DATE |   | 02/18/2009 02/18/2013 |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| HORCHOW HSTUDIO                                      |       | N276  MM   |       | 43881-USA UNITED STATES      |       | SM  42     |       | 74/505050  1891498 |       | 03/25/1994  04/25/1995 |       | NM Nevada Trust               |       | LAPSED 05/09/2001 |       |                                      |   |                  |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| IN CIRCLE ENTRÉE (stylized)                     |       | N276  MM   |       | 46745-USA UNITED STATES      |       | TM  16     |       | 75/606548  2302197 |       | 12/16/1998  12/21/1999 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | SECTIONS 8 & 15 DUE RENEWAL DUE  |   | 12/21/2005 12/21/2009 |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| IN CIRCLE IN and design (circle around IN)           |       | N276  MM   |       | 46727-USA UNITED STATES      |       | SM  36     |       | 73/509882  1337166 |       | 11/21/1984  05/21/1985 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                               |   | 05/21/2005            |
|                                                 |       |       |       |                         |       |       |       |               |       |                   |       |                          |       |              |       |                                      |   |                  |
| INCIRCLE                                             |       | N276  MM   |       | 46755-USA UNITED STATES      |       | SM  36     |       | 74/166662  1680589 |       | 05/15/1991  03/24/1992 |       | The Neiman Marcus Group, Inc. |       | LAPSED 09/20/2002 |       |                                      |   |                  |

 

D-4

----

 
|                     |       |        | ** ** | **CPH  Docket**         | ** ** | **Mark**                  | ** ** | **SERIAL**          |       |                   |       |                          |       |                 |       |                                     |   |                   |
|--------------------------|------------|-------------|------------|-------------------------|------------|---------------------------|------------|---------------------|------------|------------------------|------------|-------------------------------|------------|----------------------|------------|------------------------------------------|--------|------------------------|
|                     | ** ** | **Client**  | ** ** | **Your**                | ** ** | **Type**                  | ** ** | **NO.**             | ** ** | **FILED**              | ** ** | **Owner/**                    |       |                 | ** ** | **SCHEDULED**                            |
| **MARK**                 | ** ** | **Attys**   | ** ** | **Reference**           | ** ** | **Class**                 | ** ** | **REG.  NO.**       | ** ** | **ISSUED**             | ** ** | **Registrant**                | ** ** | **STATUS**           | ** ** | **ACTIONS**                              |
| INCIRCLE REWARDS         |       | N276  MM    |       | 44810-USA UNITED STATES |       | SM  35, 36                |       | 76/044420  2442806  |       | 05/09/2000  04/10/2001 |       | The Neiman Marcus Group, Inc. |       | REGISTERED           |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 04/10/2007  04/10/2011 |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| INGENUITY                |       | N276  MM    |       | 44278-USA UNITED STATES |       | SM  35                    |       | 76/139148  2616789  |       | 10/02/2000  09/10/2002 |       | The Neiman Marcus Group, Inc. |       | REGISTERED           |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 09/10/2008  09/10/2012 |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| LAST CALL                |       | N276  MM    |       | 46731-USA UNIED STATES  |       | SM  42                    |       | 74/311238  1774545  |       | 09/04/1992  06/01/1993 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 06/01/2013             |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| LE BOULEVARD PARIS       |       | N276  MM    |       | 43027-USA UNIED STATES  |       | TM  08, 21                |       | 76/100520           |       | 07/31/2000  ITU        |       | The Neiman Marcus Group, Inc. |       | ABANDONED 08/24/2001 |       |                                     |   |                   |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| MAISONETTE               |       | N276  MM/AW |       | 43133-USA UNITED STATES |       | TM  25                    |       | 168947  775411      |       | 05/15/1963  08/18/1964 |       | The Neiman Marcus Group, Inc. |       | CANCELLED 01/08/2001 |       |                                     |   |                   |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| MARCUS                   |       | N276  MM    |       | 42674-USA UNITED STATES |       | TM  25                    |       | 75/465968  2404570  |       | 04/10/1998  11/14/2000 |       | NM Nevada Trust               |       | REGISTERED           |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 11/14/2006  11/14/2010 |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| MARCUS                   |       | N276  MM    |       | 46762-USA UNITED STATES |       | TM  25                    |       | 74/150535  1671225  |       | 03/25/1991  1671225    |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 01/07/2012             |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| MARIPOSA                 |       | N276  MM    |       | 46741-USA UNITED STATES |       | SM  42                    |       | 75/339782  2164159  |       | 08/12/1997  06/09/1998 |       | The Neiman Marcus Group, Inc. |       | REGISTERED           |       | RENEWAL DUE                              |   | 06/09/2008             |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| MISS BERGDORF            |       | N276  MM    |       | 46724-USA UNITED STATES |       | TM  18, 25                |       | 269380  863351      |       | 04/18/1967  01/14/1969 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 01/14/2009             |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| N-M SUPPLY COMPANY       |       | N276  MM    |       | 43911-USA UNITED STATES |       | TM  25                    |       | 73/2208959  1154962 |       | 08/27/1979  05/19/1981 |       | NM Nevada Trust               |       | LAPSED 05/24/2001    |       |                                     |   |                   |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| N-M’s FRESH MARKET  |       | N276  MM    |       | 45699-USA UNITED STATES |       | SM  42                    |       | 140602  1098406     |       | 09/09/1977  06/01/1978 |       | NM Nevada Trust               |       | ABANDONED 05/11/1999 |       |                                     |   |                   |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NEIMAN MARCUS            |       | N276  MM    |       | 43026-USA UNITED STATES |       | TM  30                    |       | 73/756014  1593195  |       | 10/05/1988  04/24/1990 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 04/24/2010             |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NEIMAN MARCUS            |       | N276  MM    |       | 43682 USA UNITED STATES |       | SM  36                    |       | 75/433896  2209260  |       | 02/13/1998  12/08/1998 |       | NM NEVADA TRUST               |       | REGISTERED           |       | RENEWAL DUE                              |   | 12/08/2008             |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NEIMAN MARCUS            |       | N276  MM    |       | 45697-USA UNITED STATES |       | SM  42                    |       | 72/377875  934177   |       | 12/04/1970  05/16/1972 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 05/16/2012             |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NEIMAN MARCUS            |       | N276  MM    |       | 51235-USA UNITED STATES |       | TM/SM  29, 30, 31, 32, 35 |       | 78/374184           |       | 02/25/2004             |       | NM Nevada Trust               |       | PENDING              |       |                                     |   |                   |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NEIMAN MARCUS (stylized) |       | N276  MM    |       | 46761-USA UNITED STATES |       | TM/SM  25, 42             |       | 74/216290  1733202  |       | 10/25/1991  11/17/1992 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 11/17/2012             |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NEIMAN-MARCUS            |       | N276  MM    |       | 43910-USA UNITED STATES |       | TM  25                    |       | 73/196302  1154006  |       | 12/11/1978  05/12/1981 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 05/2/2011              |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NEIMAN-MARCUS (script)   |       | N276  MM    |       | 45704-USA UNITED STATES |       | TM  25                    |       | 71/664021  601375   |       | 04/06/1954  01/25/1955 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 01/25/2005             |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NEIMAN-MARCUS (script)   |       | N276  MM    |       | 45706-USA UNITED STATES |       | TM  14                    |       | 71/666680  601864   |       | 05/19/1954  02/08/1955 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 02/08/2005             |
|                     |       |        |       |                    |       |                      |       |                |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NEIMAN-MARCUS (stylized) |       | N276  MM    |       | 45705-USA UNITED STATES |       | TM  25                    |       | 71/666681  601723   |       | 05/19/1954  02/01/1955 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 02/01/2005             |

 

D-5

----

 
|                                                  |       |       | ** ** | **CPH  Docket**         | ** ** | **Mark**           | ** ** | **SERIAL**         |       |                   |       |                          |       |                 |       |                                     |   |                   |
|-------------------------------------------------------|------------|------------|------------|-------------------------|------------|--------------------|------------|--------------------|------------|------------------------|------------|-------------------------------|------------|----------------------|------------|------------------------------------------|--------|------------------------|
|                                                  | ** ** | **Client** | ** ** | **Your**                | ** ** | **Type**           | ** ** | **NO.**            | ** ** | **FILED**              | ** ** | **Owner/**                    |       |                 | ** ** | **SCHEDULED**                            |
| **MARK**                                              | ** ** | **Attys**  | ** ** | **Reference**           | ** ** | **Class**          | ** ** | **REG.  NO.**      | ** ** | **ISSUED**             | ** ** | **Registrant**                | ** ** | **STATUS**           | ** ** | **ACTIONS**                              |
| NEIMAN-MARCUS YACHT CLUB and design (whale)           |       | N276  MM   |       | 46734-USA UNITED STATES |       | TM  21, 24         |       | 73/380855  1281618 |       | 08/20/1982  06/12/1984 |       | NM Nevada Trust               |       | LAPSED 06/16/2004    |       |                                     |   |                   |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NEIMINTS                                              |       | N276  MM   |       | 46736-USA UNITED STATES |       | TM  30             |       | 75/045582  2080204 |       | 01/18/1996  07/15/1997 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 07/15/2007             |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NEW LEVEL OF BEAUTY                                   |       | N276  MM   |       | 46742-USA UNITED STATES |       | SM  35             |       | 75/834236  2541276 |       | 10/28/1999  02/19/2002 |       | The Neiman Marcus Group, Inc. |       | REGISTERED           |       | Sections 8 & 15 Due RENEWAL DUE |   | 02/19/2008  02/19/2012 |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM                                                    |       | N276  MM   |       | 46726-USA UNITED STATES |       | SM  42             |       | 73/777452  1558605 |       | 01/30/1989  09/26/1989 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 09/26/2009             |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM                                                    |       | N276  MM   |       | 46756-USA UNITED STATES |       | TM  21             |       | 74/465575  1867040 |       | 12/02/1993  12/13/1994 |       | NM Nevada Trust               |       | LAPSED 12/14/2001    |       |                                     |   |                   |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM                                                    |       | N276  MM   |       | 48177-USA UNITED STATES |       | TM  14             |       | 76/415449  2758362 |       | 05/30/2002  09/02/2003 |       | NM Nevada Trust               |       | REGISTERED           |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 09/02/2009  09/02/2013 |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM and design (in circle)                             |       | N276  MM   |       | 46768-                  |       |               |       |                    |       |                   |       |                          |       | DOCKETED 08/13/2001  |       |                                     |   |                   |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM and design (letters in reverse and mirror image)   |       | N276  MM   |       | 45716-USA UNITED STATES |       | TM  18             |       | 72/406310  969900  |       | 10/29/1971  10/09/1973 |       | NM Nevada Trust               |       | LAPSED 04/10/2003    |       |                                     |   |                   |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM BABY                                               |       | N276  MM   |       | 45244-USA UNITED STATES |       | TM  24, 25         |       | 76/259329  2848030 |       | 05/18/2001  06/01/2004 |       | NM Nevada Trust               |       | REGISTERED           |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 06/01/2010  06/01/2014 |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM BUTTERFLY GIFT CARD                                |       | N276  MM   |       | 50900-                  |       |               |       |                    |       |                   |       |                          |       | DOCKETED 08/08/2003  |       |                                     |   |                   |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM CLUB and design (in circle with playing card club) |       | N276  MM   |       | 46770-USA UNITED STATES |       | TM  25             |       | 73/344389  1232018 |       | 01/04/1982  03/22/1983 |       | NM Nevada Trust               |       | LAPSED 03/26/2003    |       |                                     |   |                   |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM EDITS                                              |       | N276  MM   |       | 46720-USA UNITED STATES |       | SM  42             |       | 73/722662  1516027 |       | 04/18/1988  12/06/1988 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 12/06/2008             |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM ESPRESSO BAR                                       |       | N276  MM   |       | 46740-USA UNITED STATES |       | SM  35             |       | 75/329151  2162193 |       | 07/23/1997  06/02/1998 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 06/02/2008             |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM EXPRESS CARD                                       |       | N276  MM   |       | 46716-USA UNITED STATES |       | SM  36             |       | 74/694087  1981044 |       | 06/26/1995  06/18/1996 |       | NM Nevada Trust               |       | LAPSED 05/31/2002    |       |                                     |   |                   |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM GIFT CARD                                          |       | N276  MM   |       | 46738-USA UNITED STATES |       | SM  36             |       | 75/279273  2137494 |       | 04/22/1997  02/17/1998 |       | NM Nevada Trust               |       | REGISTERED           |       | RENEWAL DUE                              |   | 02/17/2008             |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| NM TO GO (stylized)                                   |       | N276  MM   |       | 46746-USA UNITED STATES |       | SM  42             |       | 75/568610  2289047 |       | 10/13/1998  10/26/1999 |       | NM Nevada Trust               |       | REGISTERED           |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 10/26/2005  10/26/2009 |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| ON 5IVE                                               |       | N276  MM   |       | 46754-USA UNITED STATES |       | SM  42             |       | 74/321399  1793077 |       | 10/09/1992  09/14/1993 |       | The Neiman Marcus Group, Inc. |       | REGISTERED           |       | RENEWAL DUE                              |   | 09/14/2013             |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| OPTIMUM SELLING                                       |       | N276  MM   |       | 44272-USA UNITED STATES |       | TM  35             |       | 75/203781  2101646 |       | 11/25/1996  09/30/1997 |       | The Neiman Marcus Group, Inc. |       | LAPSED 10/03/2003    |       |                                     |   |                   |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| PIGTAILS AND FROGLEGS                                 |       | N276  MM   |       | 46760-USA UNITED STATES |       | TM  14, 18, 21, 25 |       | 74/385178  1875185 |       | 04/23/1993  01/24/1995 |       | The Neiman Marcus Group, Inc. |       | CANCELLED 01/16/2001 |       |                                     |   |                   |
|                                                  |       |       |       |                    |       |               |       |               |       |                   |       |                          |       |                 |       |                                     |   |                   |
| PLATINUM PREFERENCE REWARDS                           |       | N276  MM   |       | 52341-USA UNITED STATES |       | SM  35             |       | 78/420272          |       | 05/17/2004             |       | The Neiman Marcus Group, Inc. |       | PENDING              |       |                                     |   |                   |

 

D-6

----

 
|                                                     |       |       | ** ** | **CPH  Docket**         | ** ** | **Mark**           | ** ** | **SERIAL**         |       |                   |       |                                |       |                 |       |                                     |   |                   |
|----------------------------------------------------------|------------|------------|------------|-------------------------|------------|--------------------|------------|--------------------|------------|------------------------|------------|-------------------------------------|------------|----------------------|------------|------------------------------------------|--------|------------------------|
|                                                     | ** ** | **Client** | ** ** | **Your**                | ** ** | **Type**           | ** ** | **NO.**            | ** ** | **FILED**              | ** ** | **Owner/**                          |       |                 | ** ** | **SCHEDULED**                            |
| **MARK**                                                 | ** ** | **Attys**  | ** ** | **Reference**           | ** ** | **Class**          | ** ** | **REG.  NO.**      | ** ** | **ISSUED**             | ** ** | **Registrant**                      | ** ** | **STATUS**           | ** ** | **ACTIONS**                              |
| PLAZA                                                    |       | N276  MM   |       | 46771-USA UNITED STATES |       | TM  25             |       | 73/309336  1232831 |       | 05/08/1981  03/29/1983 |       | The Neiman Marcus Group, Inc.       |       | LAPSED 03/21/2003    |       |                                     |   |                   |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| PLAZA COLLECTIONS                                        |       | N276  MM   |       | 46775-USA UNITED STATES |       | SM  42             |       | 73/263304  1173731 |       | 05/23/1980  10/13/1981 |       | The Neiman Marcus Group, Inc.       |       | REGISTERED           |       | RENEWAL DUE                              |   | 10/13/2011             |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| PLAZAPAPERS                                              |       | N276  MM   |       | 46733-USA UNITED STATES |       | TM  25             |       | 73/373101  1239854 |       | 07/06/1982  05/24/1983 |       | The Neiman Marcus Group, Inc.       |       | LAPSED 05/30/2003    |       |                                     |   |                   |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| R ROOM                                                   |       | N276  MM   |       | 44088-USA UNITED STATES |       | SM  42             |       | 75/838524          |       | 11/03/1999  ITU        |       | The Neiman Marcus Group, Inc.       |       | ABANDONED 03/27/2001 |       |                                     |   |                   |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| R.S.V.P. (stylized)                                      |       | N276  MM   |       | 45710-USA UNITED STATES |       | TM  18             |       | 72/239168  819689  |       | 02/18/1966  12/06/1966 |       | The Neiman Marcus Group, Inc.       |       | REGISTERED           |       | RENEWAL DUE                              |   | 12/06/2006             |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| RED RIVER                                                |       | N276  MM   |       | 45707-USA UNITED STATES |       | TM  24             |       | 72/116948  725408  |       | 03/31/1961  12/19/1961 |       | The Neiman Marcus Group, Inc.       |       | LAPSED 12/17/2001    |       |                                     |   |                   |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| RED RIVER (stylized in the color red)                    |       | N276  MM   |       | 46778-USA UNITED STATES |       | TM  25             |       | 73/167545  1193657 |       | 05/25/1978  04/13/1982 |       | The Neiman Marcus Group, Inc.       |       | REGISTERED           |       | RENEWAL DUE                              |   | 04/13/2012             |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| RED RIVER and design (backwards R and bull head in  box) |       | N276  MM   |       | 46735-USA UNITED STATES |       | TM  29, 30         |       | 73/396230  1288052 |       | 09/30/1982  07/31/1984 |       | The Neiman Marcus Group, Inc.       |       | REGISTERED           |       | RENEWAL DUE                              |   | 07/31/2014             |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| RED RIVER and design (backwards R and bull head in  box) |       | N276  MM   |       | 46743-USA UNITED STATES |       | TM  29, 30, 31  32 |       | 75/415889  2209125 |       | 01/09/1998  12/08/1998 |       | The Neiman Marcus Group, Inc.       |       | REGISTERED           |       | RENEWAL DUE                              |   | 12/08/2008             |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| RED RIVER and design (backwards R and bull head in  box) |       | N276  MM   |       | 46774-USA UNITED STATES |       | TM  29             |       | 73/256306  1208730 |       | 03/31/1980  09/14/1982 |       | The Neiman Marcus Group, Inc.       |       | LAPSED 04/22/2002    |       |                                     |   |                   |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| RED RIVER and design (backwards R and bull head in  box) |       | N276  MM   |       | 46777-USA UNITED STATES |       | TM  25             |       | 73/173106  1191732 |       | 06/05/1978  03/09/1982 |       | The Neiman Marcus Group, Inc.       |       | LAPSED 03/04/2002    |       |                                     |   |                   |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| SETTEBELLO                                               |       | N276  MM   |       | 45709-USA UNITED STATES |       | TM  25             |       | 72/168212  765581  |       | 05/06/1963  02/25/1964 |       | The Neiman Marcus Group, Inc.       |       | LAPSED 002/26/2004   |       |                                     |   |                   |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| SGF                                                      |       | N276  MM   |       | 46711-USA UNITED STATES |       | SM  42             |       | 73/469716  1314040 |       | 03/12/1984  01/08/1985 |       | The Neiman Marcus Group, Inc.       |       | REGISTERED           |       | RENEWAL DUE                              |   | 01/08/2005             |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| SILVER KEY CLUB                                          |       | N276  MM   |       | 46728-USA UNITED STATES |       | SM  42             |       | 73/471750  1341641 |       | 03/23/1984  06/11/1985 |       | The Neiman Marcus Group, Inc.       |       | REGISTERED           |       | RENEWAL DUE                              |   | 06/11/2005             |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| SILVER KEY SERVICES                                      |       | N276  MM   |       | 4629-USA UNITED STATES  |       | SM  42             |       | 73/471809  1345248 |       | 03/23/1984  06/25/1985 |       | The Neiman Marcus Group, Inc.  |       | REGISTERED           |       | RENEWAL DUE                              |   | 06/25/2005             |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| SWEET IMITATIONS                                         |       | N276  MM   |       | 46718-USA UNITED STATES |       | TM  30             |       | 73/342762  1926605 |       | 12/27/1992  10/10/1995 |       | The Neiman Marcus Group, Inc.       |       | REGISTERED           |       | RENEWAL DUE                              |   | 10/10/2005             |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| SWEET PEPPERS                                            |       | N276  MM   |       | 46753-USA UNITED STATES |       | TM  30             |       | 74/308816  1766092 |       | 08/2/1992  04/20/1993  |       | The Neiman Marcus Group, Inc.       |       | REGISTERED           |       | RENEWAL DUE                              |   | 04/20/2013             |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| THE ADDITION                                             |       | N276  MM   |       | 53426-USA UNITED STATES |       | SM  35             |       | 78/510213          |       | 11/02/2004             |       | The Neiman Marcus Group, Inc.       |       | PENDING              |       |                                     |   |                   |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| THE ART OF FASHION                                       |       | N276  MM   |       | 46739-USA UNITED STATES |       | SM  35             |       | 75/377610  2277234 |       | 10/22/1997  09/14/1999 |       | The Neiman Marcus Group, Inc.       |       | REGISTERED           |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 09/14/2005  09/14/2009 |
|                                                     |       |       |       |                    |       |               |       |               |       |                   |       |                                |       |                 |       |                                     |   |                   |
| THE BOOK                                                 |       | N276  MM   |       | 44829-USA UNITED STATES |       | SM  35             |       | 75/606549  2317384 |       | 12/16/1998  02/08/2000 |       | The Neiman Marcus Group, Inc.       |       | REGISTERED           |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 02/08/2006  02/08/2010 |

 

D-7

----

 
|                           |       |       | ** ** | **CPH  Docket**         | ** ** | **Mark**  | ** ** | **SERIAL**         |       |                   |       |                          |       |              |       |                                     |   |                   |
|--------------------------------|------------|------------|------------|-------------------------|------------|-----------|------------|--------------------|------------|------------------------|------------|-------------------------------|------------|-------------------|------------|------------------------------------------|--------|------------------------|
|                           | ** ** | **Client** | ** ** | **Your**                | ** ** | **Type**  | ** ** | **NO.**            | ** ** | **FILED**              | ** ** | **Owner/**                    |       |              | ** ** | **SCHEDULED**                            |
| **MARK**                       | ** ** | **Attys**  | ** ** | **Reference**           | ** ** | **Class** | ** ** | **REG.  NO.**      | ** ** | **ISSUED**             | ** ** | **Registrant**                | ** ** | **STATUS**        | ** ** | **ACTIONS**                              |
| THE BOOK                       |       | N276  MM   |       | 48461-USA UNITED STATES |       | SM  35    |       | 76/417927  2697746 |       | 06/05/2002  03/18/2003 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 03/18/2009  03/18/2013 |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| THE BRIDAL GIFTKEEPER          |       | N276  MM   |       | 46723-USA UNITED STATES |       | SM  42    |       | 73/529226  1384856 |       | 03/28/1985  02/25/1986 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                              |   | 02/25/2006             |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| THE BRIEF                      |       | N276  MM   |       | 46742-USA UNITED STATES |       | TM  16    |       | 75/316288  2185192 |       | 06/27/1997  08/25/1998 |       | The Neiman Marcus Group, Inc. |       | LAPSED 08/30/2004 |       |                                     |   |                   |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| THE CHEF’S CATALOG        |       | N276  MM   |       | 46747-USA UNITED STATES |       | SM  42    |       | 73/206464  1277563 |       | 03/08/1979  05/08/1984 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                              |   | 05/08/2014             |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| THE COOKERY                    |       | N276  MM   |       | 45698-USA UNITED STATES |       | SM  42    |       | 72/459299  1003549 |       | 06/04/1973  01/28/1975 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                              |   | 01/28/2005             |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| THE FRESHMARKET                |       | N276  MM   |       | 46721-USA UNITED STATES |       | SM  42    |       | 74/225486  1804890 |       | 11/24/1991  11/16/1993 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                              |   | 11/16/2013             |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| THE GALLERIES OF NEIMAN MARCUS |       | N276  MM   |       | 46744-USA UNITED STATES |       | SM  35    |       | 75/402445  2255093 |       | 12/06/1997  06/22/1999 |       | NM Nevada Trust               |       | REGISTERED        |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 06/22/2005  06/22/2009 |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| THE MERMAID BAR                |       | N276  MM   |       | 4460-USA UNITED STATES  |       | SM  42    |       | 74/225488  1726520 |       | 11/26/1991  10/20/1992 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                              |   | 10/20/2012             |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| THE NM CAFE                    |       | N276  MM   |       | 44462-USA UNITED STATES |       | SM  42    |       | 74/212602  1726506 |       | 10/11/1991  10/20/1992 |       | NM Nevada Trust               |       | REGISTERED        |       | RENEWAL DUE                              |   | 10/20/2012             |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| THE ZODIAC                     |       | N276  MM   |       | 46769-USA UNITED STATES |       | SM  42    |       | 72/355186  1218744 |       | 03/18/1982  11/30/1982 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                              |   | 11/30/2012             |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| TRIFLES                        |       | N276  MM   |       | 46710-USA UNITED STATES |       | SM  42    |       | 73/769793  1557360 |       | 12/16/1988  09/19/1989 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                              |   | 09/19/2009             |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| TRIFLES and design             |       | N276  MM   |       | 44465-USA UNITED STATES |       | TM  16    |       | 73/154394  1108630 |       | 01/06/1978  12/12/1978 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE                              |   | 12/12/2008             |
|                           |       |       |       |                    |       |      |       |               |       |                   |       |                          |       |              |       |                                     |   |                   |
| VERY BERGDORF                  |       | N276  MM   |       | 50600-USA UNITED STATES |       | SM  35    |       | 78/270175  2856065 |       | 07/03/2003  06/22/2004 |       | NM Nevada Trust               |       | REGISTERED        |       | SECTIONS 8 & 15 DUE RENEWAL DUE |   | 06/22/2010  06/22/2014 |

 

ForeignTrademarks

 
|             |       |       | ** ** | **CPH  Docket**              | ** ** | **Mark**                           |       |            |       |                   |       |                               |       |       |       |          |   |       |
|------------------|------------|------------|------------|------------------------------|------------|------------------------------------|------------|-----------------|------------|------------------------|------------|------------------------------------|------------|------------|------------|---------------|--------|------------|
|             | ** ** | **Client** | ** ** | **Your**                     | ** ** | **Type**                           | ** ** | **SERIAL  NO.** | ** ** | **FILED**              | ** ** | **Owner/**                         |       |       | ** ** | **SCHEDULED** |
| **MARK**         | ** ** | **Attys**  | ** ** | **Reference**                | ** ** | **Class**                          | ** ** | **REG.  NO.**   | ** ** | **ISSUED**             | ** ** | **Registrant**                     | ** ** | **STATUS** | ** ** | **ACTIONS**   |
| BERGDORF GOODMAN |       | N276  MM   |       | 44461-BEN BENELUX            |       | TM  25                             |       | 708867  443575  |       | 12/23/1987  12/23/1987 |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 12/23/2007 |
|             |       |       |       |                         |       |                               |       |            |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN |       | N276  MM   |       | 44461-BEN (01)  BENELUX      |       | SM  35, 39                         |       | 709299  157422  |       | 12/23/1985  12/23/1987 |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 12/23/2005 |
|             |       |       |       |                         |       |                               |       |            |       |                   |       |                               |       |       |       |          |   |       |
|             |       |       |       |                         |       |                               |       |            |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN |       | N276  MM   |       | 44461-COL COLOMBIA           |       | TM  35                             |       | 244452  121107  |       | 05/09/1985  04/21/1988 |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 04/20/2013 |
|             |       |       |       |                         |       |                               |       |            |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN |       | N276  MM   |       | 44461-ECM EUROPEAN COMMUNITY |       | TM  03, 14, 18, 21, 25, 28, 29, 30 |       | 176628  176628  |       | 04/01/1996  02/22/1999 |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 04/01/2006 |

 

D-8

----

 
|                                   |       |       | ** ** | **CPH  Docket**          | ** ** | **Mark**                                           |       |               |       |                   |       |                               |       |       |       |          |   |       |
|----------------------------------------|------------|------------|------------|--------------------------|------------|----------------------------------------------------|------------|--------------------|------------|------------------------|------------|------------------------------------|------------|------------|------------|---------------|--------|------------|
|                                   | ** ** | **Client** | ** ** | **Your**                 | ** ** | **Type**                                           | ** ** | **SERIAL  NO.**    | ** ** | **FILED**              | ** ** | **Owner/**                         |       |       | ** ** | **SCHEDULED** |
| **MARK**                               | ** ** | **Attys**  | ** ** | **Reference**            | ** ** | **Class**                                          | ** ** | **REG.  NO.**      | ** ** | **ISSUED**             | ** ** | **Registrant**                     | ** ** | **STATUS** | ** ** | **ACTIONS**   |
| BERGDORF GOODMAN                       |       | N276  MM   |       | 44461-FRA FRANCE         |       | TM  03, 14, 18, 25                                 |       | 1387741            |       | 02/20/1967  02/20/1967 |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 01/05/2007 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN                       |       | N276  MM   |       | 44461-GER GERMANY        |       | TM  03, 14, 18, 25                                 |       | 854715             |       | 02/15/1967  02/15/1967 |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 02/28/2007 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN                       |       | N276  MM   |       | 44461-ITA ITALY          |       | TM  03, 14, 18, 25                                 |       | 10799C/67  780098  |       | 03/01/1967  03/01/1967 |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 03/01/2007 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN                       |       | N276  MM   |       | 44461-JPN JAPAN          |       | TM  20, 24, 25                                     |       | 129598/73  1648446 |       | 08/13/1973  01/26/1984 |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 01/26/2014 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN                       |       | N276  MM   |       | 44461-PAR PARAGUAY       |       | TM  25                                             |       | 87/915             |       | 02/12/1987             |       | NM Nevada Trust                    |       | PENDING    |       |          |   |       |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN                       |       | N276  MM   |       | 44461-PAR (01) PARAGUAY  |       | TM  28                                             |       | 87/916             |       | 02/12/1987             |       | NM Nevada Trust                    |       | PENDING    |       |          |   |       |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN                       |       | N276  MM   |       | 44461-PAR (02) PARAGUAY  |       | SM  35                                             |       | 87/917             |       | 02/12/1987             |       | NM Nevada Trust                    |       | PENDING    |       |          |   |       |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN                       |       | N276  MM   |       | 44461-PRC CHINA          |       | TM  28                                             |       | 3013771  3013771   |       | 11/08/2001  01/28/2003 |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 01/27/2013 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN (stylized)            |       | N276  MM   |       | 43073-CAN CANADA         |       | TM  03, 14, 18, 20, 25                             |       | 307862  165467     |       | 09/22/1967  10/03/1969 |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 10/03/2014 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN (stylized)            |       | N276MM     |       | 43073-CAN (01) CANADA    |       | SM                                                 |       | 371945  213031     |       | 01/25/1974  04/02/1976 |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 04/02/2006 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN (stylized)            |       | N276  MM   |       | 43073-CAN (02) CANADA    |       | TM                                                 |       | 307860  165316     |       | 09/22/1967  09/26/1969 |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 09/26/2014 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN AND DESIGN (building) |       | N276  MM   |       | 46751-AUS AUSTRALIA      |       | TM  25                                             |       | A279186  A279186   |       | 06/12/1974  10/13/1975 |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 06/12/2009 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| BERGDORF GOODMAN AND DESIGN (building) |       | N276  MM   |       | 46751-ENG UNITED KINGDOM |       | TM  25                                             |       | 1024846  1024846   |       | 02/12/1974  02/12/1974 |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 02/12/2005 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| Design (helmet)                        |       | N276  MM   |       | 45713-ENG UNITED KINGDOM |       | TM  25                                             |       | 987680  987680     |       | 02/18/1972  02/18/1972 |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 02/18/2007 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| Design (M made of parallel lines)      |       | N276  MM   |       | 46758-FRA FRANCE         |       | TM  03, 09, 11, 14, 16, 18, 20, 21, 24, 25, 28, 34 |       | 1487041            |       | 10/31/1968             |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 09/06/2008 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| GRAND FINALE                           |       | N276  MM   |       | 44464-CAN CANADA         |       | TM/SM                                              |       | 632619  381151     |       | 05/24/1989  03/08/1991 |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 03/08/2006 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| HORCHOW                                |       | N276  MM   |       | 44466-CAN CANADA         |       | TM                                                 |       | 632621  379980     |       | 05/24/1989  02/15/1991 |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 02/15/2006 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| HORCHOW                                |       | N276  MM   |       | 44466-JPN JAPAN          |       | TM  20                                             |       | 92117/95  4071160  |       | 09/08/1995  10/17/1997 |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 10/17/2007 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| HORCHOW                                |       | N276  MM   |       | 44466-JPN (01) JAPAN     |       | TM  21                                             |       | 6708/95  4071160   |       | 01/30/1995  06/13/1997 |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 06/13/2007 |
|                                   |       |       |       |                     |       |                                               |       |               |       |                   |       |                               |       |       |       |          |   |       |
| HORCHOW                                |       | N276  MM   |       | 44466-JPN (02) JAPAN     |       | TM  24                                             |       | 92118/95  3350113  |       | 09/08/1995  10/03/1997 |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 10/03/2007 |

 

D-9

----

 
|                           |       |       | ** ** | **CPH  Docket**              | ** ** | **Mark**                                           |       |                 |       |                    |       |                               |       |       |       |          |   |       |
|--------------------------------|------------|------------|------------|------------------------------|------------|----------------------------------------------------|------------|----------------------|------------|-------------------------|------------|------------------------------------|------------|------------|------------|---------------|--------|------------|
|                           | ** ** | **Client** | ** ** | **Your**                     | ** ** | **Type**                                           | ** ** | **SERIAL  NO.**      | ** ** | **FILED**               | ** ** | **Owner/**                         |       |       | ** ** | **SCHEDULED** |
| **MARK**                       | ** ** | **Attys**  | ** ** | **Reference**                | ** ** | **Class**                                          | ** ** | **REG.  NO.**        | ** ** | **ISSUED**              | ** ** | **Registrant**                     | ** ** | **STATUS** | ** ** | **ACTIONS**   |
| HORCHOW                        |       | N276  MM   |       | 44466-JPN (03) JAPAN         |       | TM  25                                             |       | 92119/95  3354442    |       | 09/08/1995  10/24/1997  |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 10/24/2007 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| HORCHOW and design (in circle) |       | N276  MM   |       | 46715-CAN CANADA             |       | TM/SM                                              |       | 632607  379978       |       | 05/24/1989  02/15/1991  |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 02/15/2006 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| MISS BERGDORF                  |       | N276  MM   |       | 44456-AUS AUSTRALIA          |       | TM  25                                             |       | A281891  A281891     |       | 09/19/1974  09/19/1974  |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 09/19/2009 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| MISS BERGDORF                  |       | N276  MM   |       | 44456-CAN CANADA             |       | TM  03                                             |       | 380529  212712       |       | 11/14/1974  03/12/1976  |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 03/12/2006 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| MISS BERGDORF                  |       | N276  MM   |       | 44456-ENG UNITED KINGDOM     |       | TM  25                                             |       | 1061201  1061201     |       | 04/05/1976  04/05/1976  |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 04/05/2007 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| N-M IN SQUARE and design       |       | N276  MM   |       | 44459-FRA FRANCE             |       | TM  03, 09, 11, 14, 16, 18, 20, 21, 24, 25, 28, 34 |       | 71093                |       | 08/03/1968  10/31/1968  |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 08/03/2008 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| N.M.                           |       | N276  MM   |       | 46750-MON MONACO             |       | TM  03, 05, 21                                     |       | 96-17210             |       | 06/27/1966  06/27/1966  |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 06/27/2006 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673-ARG ARGENTINA          |       | SM  35                                             |       | 2091144  1869241     |       | 07/10/1997  04/29/2002  |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 04/29/2012 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673-BRA BRAZIL             |       | TM  25.10, 25.20, 25.30                            |       | 818619490  818619490 |       | 06/30/1995  10/14/19997 |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 10/14/2007 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673-CHI CHILE              |       | TM  25                                             |       | 123417  604763       |       | 12/16/1988  05/17/1991  |       | NM NEVADA TRUST                    |       | REGISTERED |       | RENEWAL DUE   |   | 10/04/2011 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673-ECM EUROPEAN COMMUNITY |       | TM  03, 14, 18, 21, 25, 28, 29, 30                 |       | 176560  176560       |       | 04/01/1996  11/25/1998  |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 04/01/2006 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673-ENG UNITED KINGDOM     |       | TM  25                                             |       | 1522317  1522317     |       | 12/24/1992  11/25/1994  |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 12/24/2009 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673-HKO HONG KONG          |       | SM  42                                             |       | 92/09614  6034/94    |       | 04/01/1992  10/14/1994  |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 04/01/2013 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673-JPN JAPAN              |       | TM  03, 06, 08, 10, 14, 18, 21, 25, 26             |       | 78627/88  2297503    |       | 07/11/1988  01/31/1991  |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 01/31/2011 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673-JPN (01) JAPAN         |       | TM  21                                             |       | 92121/95  4064383    |       | 09/08/1995  10/03/1997  |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 10/03/2007 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673 JPN (02) JAPAN         |       | TM  20                                             |       | 92120/95  4071161    |       | 09/08/1995  10/17/1997  |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 10/17/2007 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673-JPN (03) JAPAN         |       | TM  24                                             |       | 92122/95  4002773    |       | 09/08/1995  05/23/1997  |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 05/23/2007 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673-KOR KOREA              |       | SM  25, 35, 42                                     |       | 98-11  343           |       | 03/02/1998  08/25/1999  |       | The Neiman Marcus Group, Inc. |       | REGISTERED |       | RENEWAL DUE   |   | 08/25/2009 |
|                           |       |       |       |                         |       |                                               |       |                 |       |                    |       |                               |       |       |       |          |   |       |
| NEIMAN MARCUS                  |       | N276  MM   |       | 42673-PER PERU               |       | TM  25                                             |       | 215588  1825         |       | 02/04/1993  10/12/1993  |       | NM Nevada Trust                    |       | REGISTERED |       | RENEWAL DUE   |   | 10/12/2013 |

 

D-10

----

 
|                              |       |       | ** ** | **CPH  Docket**        | ** ** | **Mark**                                           |       |                   |       |                   |       |                               |       |              |       |          |   |       |
|-----------------------------------|------------|------------|------------|------------------------|------------|----------------------------------------------------|------------|------------------------|------------|------------------------|------------|------------------------------------|------------|-------------------|------------|---------------|--------|------------|
|                              | ** ** | **Client** | ** ** | **Your**               | ** ** | **Type**                                           | ** ** | **SERIAL  NO.**        | ** ** | **FILED**              | ** ** | **Owner/**                         |       |              | ** ** | **SCHEDULED** |
| **MARK**                          | ** ** | **Attys**  | ** ** | **Reference**          | ** ** | **Class**                                          | ** ** | **REG.  NO.**          | ** ** | **ISSUED**             | ** ** | **Registrant**                     | ** ** | **STATUS**        | ** ** | **ACTIONS**   |
| NEIMAN MARCUS                     |       | N276  MM   |       | 42673-SAU SAUDI ARABIA |       | TM  25                                             |       | 8631  212/97           |       | 03/19/1989  03/19/1989 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 08/12/2008 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN MARCUS                     |       | N276  MM   |       | 42673-TUR TURKEY       |       | TM/SM  25, 35                                      |       | 2000/13063  2000/13063 |       | 06/29/2000  06/29/2000 |       | NM NEVADA TRUST                    |       | REGISTERED        |       | RENEWAL DUE   |   | 06/29/2010 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN MARCUS                     |       | N276  MM   |       | 44995-PRC CHINA        |       | TM  25                                             |       | 3280328                |       | 08/20/2002             |       | NM Nevada Trust                    |       | PENDING           |       |          |   |       |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN MARCUS                     |       | N276  MM   |       | 49101-INO INDONESIA    |       | TM  25                                             |       | 0179501821             |       | 01/24/2003             |       | NM Nevada Trust                    |       | PENDING           |       |          |   |       |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-BEN BENELUX      |       | TM  25                                             |       | 708866  443574         |       | 12/23/1987  12/23/1987 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 12/23/2007 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-BEN (01) BENELUX |       | SM  35, 39                                         |       | 709298  157421         |       | 12/23/1989  12/23/1987 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 12/23/2009 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-CAN CANADA       |       | TM/SM                                              |       | 353942  191255         |       | 06/02/1972  05/25/1973 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 05/25/2018 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-CHI CHILE        |       | SM  35, 39                                         |       | 71103  479530          |       | 05/26/1986  12/30/1986 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 02/12/2007 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-INO INDONESIA    |       | TM  03, 14                                         |       | 279988                 |       | 01/27/1990  09/17/1992 |       | NM Nevada Trust                    |       | LAPSED 09/12/2002 |       |          |   |       |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-JPN JAPAN        |       | TM  25                                             |       | 120033/72  1166438     |       | 08/31/1972  10/27/1975 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 10/27/2005 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-MEX MEXICO       |       | TM  25                                             |       | 205219  328936         |       | 08/31/1982  07/14/1987 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 08/31/2012 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-MEX (01) MEXICO  |       | TM  21                                             |       | 295388                 |       | 09/19/1983  09/19/1983 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 09/19/2013 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-MEX (02) MEXICO  |       | TM  21                                             |       | 295389                 |       | 09/19/1983  09/19/1983 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 09/19/2013 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-MEX (03) MEXICO  |       | TM  03                                             |       | 295390                 |       | 09/19/1983  09/19/1983 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 09/19/2013 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-MEX (04) MEXICO  |       | TM  14                                             |       | 295387                 |       | 09/19/1983  09/19/1983 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 09/19/2013 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-MEX (05) MEXICO  |       | TM  18                                             |       | 295386                 |       | 09/19/1983  09/19/1983 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 09/19/2013 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-MEX (06) MEXICO  |       | SM  42                                             |       | 150590  230608         |       | 08/21/1979  08/21/1979 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 08/21/2014 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS                     |       | N276  MM   |       | 43910-MON MONACO       |       | TM  03, 05, 21                                     |       | 96-17209               |       | 06/27/1966  06/27/1966 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 06/27/2006 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS (script)            |       | N276  MM   |       | 42715-URU URUGUAY      |       | TM  25                                             |       | 191339  179567         |       | 01/13/1984  03/21/1985 |       | NM NEVADA TRUST                    |       | REGISTERED        |       | RENEWAL DUE   |   | 03/21/2005 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS (stylized)          |       | N276  MM   |       | 44463-FRA FRANCE       |       | TM  03, 09, 11, 14, 16, 18, 20, 21, 24, 25, 28, 34 |       | 71092                  |       | 10/31/1968  10/31/1968 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 08/03/2008 |
|                              |       |       |       |                   |       |                                               |       |                   |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS and design (helmet) |       | N276  MM   |       | 44457-AUS AUSTRALIA    |       | TM  25                                             |       | 279185  B279185        |       | 06/12/1974  06/12/1974 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 06/12/2009 |

 

D-11

----

 
|                                                     |       |       | ** ** | **CPH  Docket**        | ** ** | **Mark**           |       |               |       |                   |       |                               |       |              |       |          |   |       |
|----------------------------------------------------------|------------|------------|------------|------------------------|------------|--------------------|------------|--------------------|------------|------------------------|------------|------------------------------------|------------|-------------------|------------|---------------|--------|------------|
|                                                     | ** ** | **Client** | ** ** | **Your**               | ** ** | **Type**           | ** ** | **SERIAL  NO.**    | ** ** | **FILED**              | ** ** | **Owner/**                         |       |              | ** ** | **SCHEDULED** |
| **MARK**                                                 | ** ** | **Attys**  | ** ** | **Reference**          | ** ** | **Class**          | ** ** | **REG.  NO.**      | ** ** | **ISSUED**             | ** ** | **Registrant**                     | ** ** | **STATUS**        | ** ** | **ACTIONS**   |
| NEIMAN-MARCUS and design (helmet)                        |       | N276  MM   |       | 44457-HKO  HONG KONG   |       | TM  25             |       | 2119/79  69/81     |       | 09/24/1979  09/24/1979 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 06/24/2014 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS and Katakana                               |       | N276  MM   |       | 44458-JPN (01)  JAPAN  |       | TM  18, 21, 25, 26 |       | 86432/79  1607515  |       | 11/14/1979  07/28/1983 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 0728/2013  |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS and Katakana                               |       | N276  MM   |       | 44458-JPN (01)  JAPAN  |       | TM  04             |       | 14915/79  1618015  |       | 03/05/1979  09/29/1983 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 09/29/2013 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS and Katakana                               |       | N276  MM   |       | 44458-JPN (02)  JAPAN  |       | TM  24             |       | 86434/79  1758188  |       | 11/14/1979  04/03/1985 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 04/03/2005 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS and Katakana                               |       | N276  MM   |       | 44458-JPN (03)  JAPAN  |       | TM  25             |       | 31809/73  1194625  |       | 02/21/1973  04/12/1976 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 04/12/2006 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| NEIMAN-MARCUS and Katakana                               |       | N276  MM   |       | 44458-JPN (04)  JAPAN  |       | TM  09, 14         |       | 86433/79  1586076  |       | 11/14/1979  05/26/1983 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 05/26/2013 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| NM DIRECT                                                |       | N276  MM   |       | 46766-MEX  MEXICO      |       | SM  42             |       | 189493  500754     |       | 08/15/1994  08/11/1995 |       | NM Nevada Trust                    |       | LAPSED 03/26/2003 |       |          |   |       |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| NM NEIMAN MARCUS                                         |       | N276  MM   |       | 46752-JPN  JAPAN       |       | TM  20             |       | 92124/95  4071162  |       | 09/08/1995  10/17/1997 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 10/17/2007 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| NM NEIMAN MARCUS                                         |       | N276  MM   |       | 46752-JPN (01)  JAPAN  |       | TM  21             |       | 92125/95  4064384  |       | 09/08/1995  10/03/1997 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 10/03/2007 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| NM NEIMAN MARCUS                                         |       | N276  MM   |       | 46752-UPN (02)  JAPAN  |       | TM  24             |       | 92126/95  4002774  |       | 09/08/1995  05/23/1997 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 05/23/2007 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| NM NEIMAN MARCUS                                         |       | N276  MM   |       | 46752-JPN (03)  JAPAN  |       | TM  25             |       | 92127/95  4009125  |       | 09/08/1995  06/06/1997 |       | NM Nevada Trust                    |       | REGISTERED        |       | RENEWAL DUE   |   | 06/06/2007 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| PASTILLE                                                 |       | N276  MM   |       | 46767-MEX  MEXICO      |       | TM  25             |       | 163055  436573     |       | 03/16/1993  06/29/1993 |       | The Neiman Marcus Group, Inc. |       | LAPSED 02/26/2003 |       |          |   |       |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| PASTILLE                                                 |       | N276  MM   |       | 46767-MEX (01)  MEXICO |       | SM  42             |       | 163056  437051     |       | 03/16/1993  07/08/1993 |       | The Neiman Marcus Group, Inc. |       | LAPSED 10/10/2002 |       |          |   |       |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| PASTILLE                                                 |       | N276  MM   |       | 46767-PRI  PUERTO RICO |       | TM  25             |       | 8044  8044         |       | 10/13/1992  10/13/1992 |       | NM Nevada Trust                    |       | LAPSED 10/10/2002 |       |          |   |       |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| PASTILLE                                                 |       | N276  MM   |       | 46767-PRI PUERTO RICO  |       | SM  42             |       | 7967  7967         |       | 10/13/1992  10/13/1992 |       | The Neiman Marcus Group, Inc. |       | LAPSED 10/10/2002 |       |          |   |       |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| RED RIVER and design (backwards R and bull head in  box) |       | N276  MM   |       | 46743-JPN  JAPAN       |       | TM  30             |       | 179891/97  4258331 |       | 11/27/1997  04/02/1999 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | REGISTERED    |   | 04/02/2009 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| RED RIVER and design (backwards R and bull head in  box) |       | N276  MM   |       | 46735-JPN(01)  JAPAN   |       | TM  29             |       | 92123/95  4034705  |       | 09/08/1995  07/25/1997 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 07/25/2007 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| ROBERTO VIANNI                                           |       | N276  MM   |       | 46764-ITA  ITALY       |       | TM  25             |       | M192C006062  64939 |       | 08/31/1992  05/05/1995 |       | The Neiman Marcus Group, Inc. |       | LAPSED 05/31/2002 |       |          |   |       |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| SGF                                                      |       | N276  MM   |       | 46711-CAN  CANADA      |       | SM                 |       | 632618  379979     |       | 0524/1989  02/15/1991  |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 02/15/2006 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| TRIFLES                                                  |       | N276  MM   |       | 49710-CAN  CANADA      |       | TM/SM              |       | 632620  380755     |       | 05/24/1989  03/01/1991 |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 03/01/2006 |
|                                                     |       |       |       |                   |       |               |       |               |       |                   |       |                               |       |              |       |          |   |       |
| CAFE VIENNA                                              |       | N276  MM   |       | 46765-NY  NEW YORK     |       | SM  42             |       | S-12667            |       | 07/15/1991  08/13/1991 |       | The Neiman Marcus Group, Inc. |       | LAPSED 08/24/2001 |       |          |   |       |

 

D-12

----

 
|              |       |       | ** ** | **CPH  Docket**     | ** ** | **Mark**  |       |            |       |                   |       |                               |       |              |       |          |   |       |
|-------------------|------------|------------|------------|---------------------|------------|-----------|------------|-----------------|------------|------------------------|------------|------------------------------------|------------|-------------------|------------|---------------|--------|------------|
|              | ** ** | **Client** | ** ** | **Your**            | ** ** | **Type**  | ** ** | **SERIAL  NO.** | ** ** | **FILED**              | ** ** | **Owner/**                         |       |              | ** ** | **SCHEDULED** |
| **MARK**          | ** ** | **Attys**  | ** ** | **Reference**       | ** ** | **Class** | ** ** | **REG.  NO.**   | ** ** | **ISSUED**             | ** ** | **Registrant**                     | ** ** | **STATUS**        | ** ** | **ACTIONS**   |
| ON 5IVE CAFÉ |       | N276  MM   |       | 49680-NY NEW YORK   |       | SM  42    |       | S-13375         |       | 01/21/1993  01/22/1993 |       | The Neiman Marcus Group, Inc. |       | LAPSED 02/13/2003 |       |          |   |       |
|              |       |       |       |                |       |      |       |            |       |                   |       |                               |       |              |       |          |   |       |
| ON 5IVE CAFÉ |       | N276  MM   |       | 49748-NY NEW YORK   |       | TM  42    |       | S-18253         |       | 02/11/2003             |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 02/11/2013 |
|              |       |       |       |                |       |      |       |            |       |                   |       |                               |       |              |       |          |   |       |
| THE ROTUNDA       |       | N276  MM   |       | 46763-CA CALIFORNIA |       | SM  42    |       | 40588           |       | 06/19/1992             |       | The Neiman Marcus Group, Inc. |       | REGISTERED        |       | RENEWAL DUE   |   | 06/19/2012 |

 

Copyrights

 
| ** **                         | ** ** | ** **                                                | ** ** | ** **      | ** ** | **Regisration** | ** ** | **Effective Date Of** | ** ** |
|------------------------------------|------------|-----------------------------------------------------------|------------|-----------------|------------|-----------------|------------|---------------------------------|------------|
| **Author**                         | ** ** | **Copyright Description**                            | ** ** | **NMG Id** | ** ** | **No.**         | ** ** | **Registration**                | ** ** |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Jeweled Tiger        |       | NM 20001        |       | VA 1-172-404    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Tiger Print          |       | NM20002         |       | VA 1-172-405    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Amber Crystal Turtle |       | NM20003         |       | VA 1-172-407    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Mahogany Egg         |       | NM20004         |       | VA 1-172-406    |       | 1/21/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Amber Scallops       |       | NM2006          |       | VA 1-172-409    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Jungle Harlequin     |       | NM20008         |       | VA 1-172-408    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Jungle Florentine    |       | NM20009         |       | VA 1-172-440    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Amber Jeweled Egg    |       | NM20010         |       | VA 1-172-439    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Green Jeweled Egg    |       | NM20011         |       | VA 1-172-438    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Red Jeweled Egg      |       | NM20012         |       | VA 1-172-437    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Small Golden Finial  |       | NM20016         |       | VA 1-172-412    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Large Plum Finial    |       | NM20018         |       | VA 1-172-410    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Large Topaz Finial   |       | NM20019         |       | VA 1-172-395    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Large Red Finial     |       | NM20020         |       | VA 1-172-394    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Bejeweled Butterfly  |       | NM20021         |       | VA 1-172-431    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Salamander Egg       |       | NM20024         |       | VA 1-172-430    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Dragon Fly Egg       |       | NM20025         |       | VA 1-172-435    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Starburst Heart      |       | NM20026         |       | VA 1-172-434    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Jeweled Heart        |       | NM20027         |       | VA 1-172-433    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Plum Ball            |       | NM20028         |       | VA 1-172-432    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Red Crystal Ball     |       | NM20029         |       | VA 1-172-445    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Plum Ball            |       | NM20030         |       | VA 1-172-444    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Gold Moons/Stars     |       | NM20033         |       | VA 1-172-443    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Amber Daisy          |       | NM20034         |       | VA 1-172-442    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Red Daisy            |       | NM20035         |       | VA 1-172-441    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas  Ornament: Plum Swirls          |       | NM20036         |       | VA 1-172-416    |       | 1/31/2003                       |       |

 

D-13

----

 
| ** **                         | ** ** | ** **                                                 | ** ** | ** **      | ** ** | **Regisration** | ** ** | **Effective Date Of** | ** ** |
|------------------------------------|------------|------------------------------------------------------------|------------|-----------------|------------|-----------------|------------|---------------------------------|------------|
| **Author**                         | ** ** | **Copyright Description**                             | ** ** | **NMG Id** | ** ** | **No.**         | ** ** | **Registration**                | ** ** |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Swirls             |       | NM20037         |       | VA 1-172-415    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Glass Heart        |       | NM20038         |       | VA 1-172-414    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Jeweled Ball       |       | NM20039         |       | VA 1-172-413    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Jeweled Gift           |       | NM20040         |       | VA 1-172-436    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Bow Egg            |       | NM20041         |       | VA 1-172-398    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Scallop            |       | NM20042         |       | VA 1-172-397    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Phoenix Egg        |       | NM20043         |       | VA 1-172-396    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Scroll Egg         |       | NM20045         |       | VA 1-172-425    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Plum Lattice  Heart    |       | NM20046         |       | VA 1-172-424    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Frog Egg           |       | NM20047         |       | VA 1-172-423    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Green Frog Egg         |       | NM20048         |       | VA 1-172-417    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Turtle Egg         |       | NM20049         |       | VA 1-172-402    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Green Turtle Egg       |       | NM20050         |       | VA 1-172-401    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Butterfly  Egg     |       | NM20051         |       | VA 1-172-400    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Green Butterfly  Egg   |       | NM20052         |       | VA 1-172-399    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Florentine  Star   |       | NM20053         |       | VA 1-172-422    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Baby’s First      |       | NM20054         |       | VA 1-172-421    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Florentine  Egg    |       | NM20056         |       | VA 1-172-420    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Purple  Moons/Stars    |       | NM20057         |       | VA 1-172-419    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Moon/Stars         |       | NM20058         |       | VA 1-172-418    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Salamander Egg         |       | NM20059         |       | VA 1-172-429    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Dark  Amber/Florentine |       | NM20060         |       | VA 1-172-428    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Plum Florentine  Star  |       | NM20061         |       | VA 1-172-427    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Plum Daisy             |       | NM20062         |       | VA 1-172-426    |       | 1/31/2003                       |       |
| The Neiman Marcus Group, Inc. |       | Jay Strongwater Christmas Ornament: Red Scroll Egg         |       | NM20066         |       | VA 1-172-403    |       | 1/31/2003                       |       |

 

D-14

----

 

**EXHIBIT E****(See Article II and Section 3.12of Agreement)**

 

**COMMERCIAL TORT CLAIMS**

 

1.             TheNeiman Marcus Group, Inc., Bergdorf Goodman, Inc., and NM NevadaTrust, are Plaintiffs in a civil litigation filed against Manila Industries, Inc.and Munish Krishan. The case is presently pending in the United States DistrictCourt, Central District of California (Case No. 2:05-CV-04781-JSL-MANx).The Complaint seeks statutory damages, actual damages and attorneys’ fees inexcess of $1 million, as well as permanent injunctive relief.

 

E-1

----

 

**EXHIBIT F(See Section 3.11 of Agreement and Definition of “Pledged Collateral”)**

 

LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHERINVESTMENTPROPERTY

 
| **Grantor**                              | ** ** | **Interest Issued**                              | ** ** | **Record and  Beneficial Owner**   | ** ** | **Percentage** | ** ** |
|------------------------------------------|------------|--------------------------------------------------|------------|------------------------------------|------------|----------------|------------|
|                                     |       |                                             |       |                               |       |           |       |
| Newton Acquisition Merger Sub, Inc. |       | 900 shares of Common Stock$0.01 par value        |       | Newton Acquisition, Inc.      |       | 100            | %          |
|                                     |       |                                             |       |                               |       |           |       |
| The Neiman Marcus  Group, Inc.      |       | 900 shares of Common Stock   $0.01 par value (3) |       | Newton Acquisition, Inc. (3)  |       | 100            | %          |
|                                     |       |                                             |       |                               |       |           |       |
| Bergdorf Goodman, Inc.              |       | 1,000 shares of Common Stock   $1.00 par value   |       | Neiman Marcus Holdings, Inc.  |       | 100            | %          |
|                                     |       |                                             |       |                               |       |           |       |
| Bergdorf Graphics, Inc.             |       | 1,000 shares of Common Stock   $0.01 par value   |       | Bergdorf Goodman, Inc.        |       | 100            | %          |
|                                     |       |                                             |       |                               |       |           |       |
| BergdorfGoodman. com, LLC                |       | Membership interests                             |       | The Neiman Marcus Group, Inc. |       | 100            | %          |
|                                     |       |                                             |       |                               |       |           |       |
| Neiman Marcus  Holdings, Inc.       |       | 100 shares of Common Stock  $1.00 par value      |       | The Neiman Marcus Group, Inc. |       | 100            | %          |
|                                     |       |                                             |       |                               |       |           |       |
| Neiman Marcus Special  Events, Inc. |       | 10 shares of Common Stock  No par value          |       | The Neiman Marcus Group, Inc. |       | 100            | %          |
|                                     |       |                                             |       |                               |       |           |       |
| NEMA Beverage Corporation                |       | 100 shares of Common Stock$1.00 par value        |       | NEMA Beverage HoldingCorporation   |       | 100            | %          |
|                                     |       |                                             |       |                               |       |           |       |
| NEMA Beverage Holding  Corporation       |       | 100 shares of Common Stock$1.00 par value        |       | NEMA Beverage Parent Corporation   |       | 100            | %          |
|                                     |       |                                             |       |                               |       |           |       |
| NEMA Beverage Parent  Corporation        |       | 100 shares of Common Stock$1.00 par value        |       | The Neiman Marcus Group, Inc. |       | 100            | %          |

 

----

(3) As of October 6,2005.

 

F-1

----

 
| NM Financial  Services, Inc. |   | 10 shares of Common Stock  No par value    |   | The Neiman Marcus Group, Inc.                                    |   | 100                  | %            |
|-----------------------------------|--------|--------------------------------------------|--------|-----------------------------------------------------------------------|--------|----------------------|--------------|
|                              |   |                                       |   |                                                                  |   |                 |         |
| NM Nevada Trust                   |   | 100 shares  No par value                   |   | 1. The Neiman Marcus Group, Inc.

2. Bergdorf Goodman, Inc. |   | 1. 90

 

2. 10 | %

 

% |
|                              |   |                                       |   |                                                                  |   |                 |         |
| NMGP, LLC                         |   | Membership interests                       |   | The Neiman Marcus Group, Inc.                                    |   | 100                  | %            |
|                              |   |                                       |   |                                                                  |   |                 |         |
| NM Kitchens, Inc.            |   | 10 shares of Common Stock  No par value    |   | The Neiman Marcus Group, Inc.                                    |   | 100                  | %            |
|                              |   |                                       |   |                                                                  |   |                 |         |
| Worth Avenue Leasing Company      |   | 10 shares of Common Stock  $1.00 par value |   | The Neiman Marcus Group, Inc.                                    |   | 100                  | %            |
|                              |   |                                       |   |                                                                  |   |                 |         |
| Neiman Marcus Funding Corp.       |   | 10 shares of Common Stock  no par value    |   | The Neiman Marcus Group, Inc.                                    |   | 100                  | %            |
|                              |   |                                       |   |                                                                  |   |                 |         |
| Quality Call Care Solutions  Inc. |   | 1 share of Common Stock  no par value      |   | The Neiman Marcus Group, Inc.                                    |   | 65                   | %            |

 

Securities Investment Accounts

 
| **Securities  Intermediary** | ** ** | **Address**                                                        | ** ** | **Fund Family**                                       | ** ** | **Account #** | ** ** |
|------------------------------|------------|--------------------------------------------------------------------|------------|------------------------------------------------------------|------------|--------------------|------------|
| **Total Tax-Exempt**         |       |                                                               |       |                                                       |       |               |       |
|                         |       |                                                               |       |                                                       |       |               |       |
| JP Morgan Chase Bank         |       | Mail Code TX1-2421  1717 Main Street, LL1   Dallas, TX 75201       |       | Fidelity Institutional Tax Exempt Class I (Fund  #56) |       | 6211-8298          |       |
|                         |       |                                                               |       |                                                       |       |               |       |
| Wells Fargo Bank N.A.        |       | MAC T5303-028  1445 Ross Avenue   2nd Floor  Dallas, TX 75202 |       | Federated Municipal Obligations Fund                       |       | 841096ffc 12713798 |       |

 

F-2

----

 
| **Securities  Intermediary** | ** ** | **Address**                                                 | ** ** | **Fund Family**                            | ** ** | **Account #** | ** ** |
|------------------------------|------------|-------------------------------------------------------------|------------|--------------------------------------------|------------|---------------|------------|
| Union Bank of California     |       | 475 Sansome Street 15thFl.San Francisco, CA 94111           |       | Blackrock MuniCash (Fund #48)              |       | 6731012500    |       |
| ** **                   |       |                                                        |       |                                       |       |          |       |
| **Taxable**                  |       |                                                        |       |                                       |       |          |       |
|                         |       |                                                        |       |                                       |       |          |       |
| JP Morgan Chase Bank         |       | Mail Code TX1-2421  1717 Main Street, LL1  Dallas, TX 75201 |       | JPM Prime Money Market Capital(Fund #3605) |       | 6211-8298     |       |

 

F-3

----

 

**EXHIBIT G(See Sections 3.1 and 3.9 of Agreement)**

 

OFFICES IN WHICH FINANCING STATEMENTS(AND, FOR INTELLECTUAL PROPERTY FILINGS, SECURITY AGREEMENTS) HAVEBEEN FILED

 

UCC Filings and Filing Offices

 
| **Jurisdiction** | ** ** | **Grantor**                                                                                                                                                                                                                               |
|------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |       |                                                                                                                                                                                                                                      |
| New York         |       | Bergdorf Goodman, Inc. 

Bergdorf Graphics, Inc.                                                                                                                                                                                |
|             |       |                                                                                                                                                                                                                                      |
| Delaware         |       | Newton Acquisition, Inc.

Newton Acquisition Merger Sub, Inc.

BergdorfGoodman.com, LLC

Neiman Marcus Special Events, Inc. 

NM Financial Services, Inc.

NM Kitchens, Inc.

The Neiman Marcus Group, Inc. |
|             |       |                                                                                                                                                                                                                                      |
| California       |       | Neiman Marcus Holdings, Inc.                                                                                                                                                                                                         |
|             |       |                                                                                                                                                                                                                                      |
| Texas            |       | NEMA Beverage Corporation

NEMA Beverage Holding Corporation 

NEMA Beverage Parent Corporation                                                                                                                                           |
|             |       |                                                                                                                                                                                                                                      |
| Massachusetts    |       | NM Nevada Trust                                                                                                                                                                                                                           |
|             |       |                                                                                                                                                                                                                                      |
| Virginia         |       | NMGP, LLC                                                                                                                                                                                                                                 |
|             |       |                                                                                                                                                                                                                                      |
| Florida          |       | Worth Avenue Leasing Company                                                                                                                                                                                                              |

 

Intellectual Property Filings and Filing Offices

 
| **Jurisdiction**                          |   | **Grantor**                                         |
|-------------------------------------------|--------|-----------------------------------------------------|
|                                      |   |                                                |
| Unites States Patent and Trademark Office |   | The Neiman Marcus Group, Inc.  NM Nevada Trust |
|                                      |   |                                                |
| United States Copyright Office            |   | The Neiman Marcus Group, Inc.                  |

 

G-1

----

 

**EXHIBIT H**(See Section 4.3 of Agreement)

 

AMENDMENT

 

This Amendment, dated                              ,       is delivered pursuant to Section 4.3of the Agreement as defined below. All defined terms herein shall have themeanings ascribed thereto or incorporated by reference in the Agreement. Theundersigned hereby certifies that the representations and warranties in Article IIIof the Agreement are and continue to be true and correct. The undersignedfurther agrees that this Amendment may be attached to that certain Pledge andSecurity and Intercreidtor Agreement, dated October 6, 2005, between theundersigned, as the Grantors, and Credit Suisse, as the Agent, (the “Agreement”)and that the Collateral listed on Schedule I to this Amendment shall beand become a part of the Collateral referred to in said Agreement and shallsecure all Obligations referred to in said Agreement.

 

 
|   | By:    |   |
|--------|--------|--------|
|   | Name:  |   |
|   | Title: |   |

 

10

----

 

SCHEDULE I TO AMENDMENT

 

STOCKS

 
| **Holder** | ** ** | **Issuer** | ** ** | **Certificate  Number(s)** | ** ** | **Number of   Shares** | ** ** | **Class of   Stock** | ** ** | **Percentage   of****Outstanding   Shares** | ** ** |
|------------|------------|------------|------------|----------------------------|------------|------------------------|------------|---------------------------|------------|---------------------------------------------|------------|
|       |       |       |       |                       |       |                   |       |                      |       |                                        |       |
|       |       |       |       |                       |       |                   |       |                      |       |                                        |       |
|       |       |       |       |                       |       |                   |       |                      |       |                                        |       |

 

BONDS

 
| **Holder** | ** ** | **Issuer** | ** ** | **Number** | ** ** | **Face   Amount** | ** ** | **Coupon Rate** | ** ** | **Maturity** | ** ** |
|------------|------------|------------|------------|------------|------------|-------------------|------------|-----------------|------------|--------------|------------|
|       |       |       |       |       |       |              |       |            |       |         |       |
|       |       |       |       |       |       |              |       |            |       |         |       |
|       |       |       |       |       |       |              |       |            |       |         |       |

 

GOVERNMENT SECURITIES

 
| **Holder** | ** ** | **Issuer** | ** ** | **Number** | ** ** | **Type** | ** ** | **Face   Amount** | ** ** | **Coupon  Rate** | ** ** | **Maturity** | ** ** |
|------------|------------|------------|------------|------------|------------|----------|------------|-------------------|------------|------------------|------------|--------------|------------|
|       |       |       |       |       |       |     |       |              |       |             |       |         |       |
|       |       |       |       |       |       |     |       |              |       |             |       |         |       |
|       |       |       |       |       |       |     |       |              |       |             |       |         |       |

 

OTHER SECURITIES OR OTHER INVESTMENT PROPERTY(CERTIFICATED AND UNCERTIFICATED)

 
| **Holder** | ** ** | **Issuer** | ** ** | **Description of   Collateral** | ** ** | **Percentage   Ownership Interest** | ** ** |
|------------|------------|------------|------------|---------------------------------|------------|-------------------------------------|------------|
|       |       |       |       |                            |       |                                |       |
|       |       |       |       |                            |       |                                |       |
|       |       |       |       |                            |       |                                |       |

 

[Add description of custody accounts orarrangements with securities intermediary, if applicable]

 

11

----

 

COMMERCIAL TORT CLAIMS

 
| **Description  of Claim** | ** ** | **Parties** | ** ** | **Case Number; Name of   Court where Case was Filed** | ** ** |
|---------------------------|------------|-------------|------------|-------------------------------------------------------|------------|
|                      |       |        |       |                                                  |       |
|                      |       |        |       |                                                  |       |
|                      |       |        |       |                                                  |       |

 

12

----

 

**EXHIBIT I**

 

**Form of PerfectionCertificate**

 

I-1

----

 

**EXHIBIT J**

** **

**Subsidiary Parties**

 
| Bergdorf Goodman, Inc.             |
|-----------------------------------------|
|                                    |
| Bergdorf Graphics, Inc.            |
|                                    |
| BergdorfGoodman.com, LLC                |
|                                    |
| Neiman Marcus Holdings, Inc.       |
|                                    |
| Neiman Marcus Special Events, Inc. |
|                                    |
| NEMA Beverage Corporation               |
|                                    |
| NEMA Beverage Holding Corporation       |
|                                    |
| NEMA Beverage Parent Corporation        |
|                                    |
| NM Financial Services, Inc.        |
|                                    |
| NMGP, LLC                               |
|                                    |
| NM Kitchens, Inc.                  |
|                                    |
| Worth Avenue Leasing Company            |

 

----

 

**EXHIBIT K**

 

SUPPLEMENT NO. [·] datedas of [·] (this “Supplement”), to the Pledge and Security andIntercreditor Agreement dated as of October 6, 2005 (the “Agreement”),among Newton Acquisition, Inc., a Delaware corporation (the “Holdings”),Newton Acquisition Merger Sub, Inc,, a Delaware corporation (“Merger Sub”and, prior to the Merger, the “Borrower”), The Neiman Marcus Group, Inc.,a Delaware corporation (“Neiman Marcus” and, after the Merger, the “Borrower”),each Subsidiary of the Borrower party from time to time thereto (each suchsubsidiary individually a “Subsidiary Party” and collectively, the “SubsidiaryParties”; the Subsidiary Parties, Holdings and the Borrower are referred tocollectively herein as the “Grantors”), and Credit Suisse, asadministrative agent and collateral agent for the Secured Parties (the “Agent”).

 

A.    Reference ishereby made to (a) the Credit Agreement dated as of October 6, 2005providing for a term loan facility in an aggregate principal amount of$1,975,000,000 (as amended, restated supplemented or otherwise modified fromtime to time, the “Term Loan Credit Agreement”), among Holdings, theBorrower, the Subsidiary Parties and Credit Suisse, as administrative agent andcollateral agent, and (b) the Indenture dated as of May 27, 1998 (asamended, restated supplemented or otherwise modified from time to time, the “ExistingNotes Indenture”), between Neiman Marcus and The Bank of New York, astrustee (in such capacity, the “Existing Notes Trustee”), pursuant towhich the Borrower’s 7.125% Debentures due 2028 in an initial aggregateprincipal amount of $125,000,000 (the “2028 Debentures”) and theBorrower’s 6.65% Senior Notes due 2008 in an aggregate principal amount of$125,000,000 (the “2008 Notes”) were issued.

 

B.    Pursuant to theTerm Loan Credit Agreement, the Grantors entered into the Agreement in order toinduce the Lenders to enter into and extend credit to the Borrower under theTerm Loan Credit Agreement and to secure the Term Loan Obligations.

 

C.    Pursuant to theExisting Notes Indenture, the Borrower may not secure the Term Loan Obligationsunless the Borrower shall have made effective provision to secure the 2028Debentures and the 2008 Notes equally and ratably with the Term LoanObligations for as long as such obligations are secured by any Existing NotesDesignated Collateral.

 

E.     Capitalizedterm used herein and not otherwise defined herein shall have the meaningsassigned to such terms in the Term Loan Credit Agreement and the Agreement.

 

----

 

F.     Section 11.14of the Agreement and Section 5.11 of the Term Loan Credit Agreementprovide that additional Domestic Subsidiaries of the Borrower may becomeSubsidiary Parties under the Agreement by execution and delivery of aninstrument in the form of this Supplement. The undersigned Subsidiary (the “*New Subsidiary*”) is executing thisSupplement in accordance with the requirements of the Term Loan/Note Documentsto become a Subsidiary Party under the Agreement.

 

Accordingly, the Agent and the New Subsidiary agree asfollows:

 

SECTION 1. In accordance with Section 11.14 ofthe Agreement, the New Subsidiary by its signature below becomes a SubsidiaryParty and a Grantor under the Agreement with the same force and effect as iforiginally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agreesto all the terms and provisions of the Agreement applicable to it as aSubsidiary Party and Grantor thereunder and (b) represents and warrantsthat the representations and warranties made by it as a Grantor thereunder aretrue and correct on and as of the date hereof. In furtherance of the foregoing,the New Subsidiary, as security for the payment and performance in full of theObligations, does hereby create and grant to the Agent, its successors andassigns, for the benefit of the Secured Parties, their successors and assigns, asecurity interest in and Lien on all of the New Subsidiary’s right, title andinterest in and to the Collateral of the New Subsidiary. Each reference to a “Grantor”in the Agreement shall be deemed to include the New Subsidiary. The Agreementis hereby incorporated herein by reference.

 

SECTION 2. The New Subsidiary represents and warrantsto the Agent and the other Secured Parties that this Supplement has been dulyauthorized, executed and delivered by it and constitutes its legal, valid andbinding obligation, enforceable against it in accordance with its terms.

 

SECTION 3. This Supplement may be executed incounterparts (and by different parties hereto on different counterparts), eachof which shall constitute an original, but all of which when taken togethershall constitute a single contract. This Supplement shall become effective whenthe Agent shall have received a counterpart of this Supplement that bears thesignature of the New Subsidiary and the Agent has executed a counterpart hereof.Delivery of an executed signature page to this Supplement by facsimiletransmission shall be as effective as delivery of a manually signed counterpartof this Supplement.

 

SECTION 4. The New Subsidiary hereby represents andwarrants that (a) set forth on Schedule I attached hereto is a true andcorrect schedule of the location of any and all Collateral of the NewSubsidiary, (b) set forth on Schedule II attached hereto is a true andcorrect schedule of all the Pledged Collateral of the New Subsidiary, (c) setforth on Schedule III attached hereto is a true and correct schedule of allPatents, Trademarks and Copyrights of the New Subsidiary and (d) set forthunder its signature hereto, is the true and correct legal name of the NewSubsidiary, its jurisdiction of formation and the location of its chiefexecutive office.

 

2

----

 

SECTION 5.   Exceptas expressly supplemented hereby, the Pledge and Security Agreement shallremain in full force and effect.

 

**SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.**

 

SECTION 7. In case any one or more of the provisionscontained in this Supplement should be held invalid, illegal or unenforceablein any respect, the validity, legality and enforceability of the remainingprovisions contained herein and in the Agreement shall not in any way beaffected or impaired thereby (it being understood that the invalidity of aparticular provision in a particular jurisdiction shall not in and of itselfaffect the validity of such provision in any other jurisdiction). The partieshereto shall endeavor in good-faith negotiations to replace the invalid, illegalor unenforceable provisions with valid provisions the economic effect of whichcomes as close as possible to that of the invalid, illegal or unenforceableprovisions.

 

SECTION 8. All communications and notices hereundershall be in writing and given as provided in Section 11.1 of theAgreement.

 

SECTION 9. The New Subsidiary agrees to reimburse theAgent for its reasonable out-of-pocket expenses in connection with thisSupplement, including the reasonable fees, other charges and disbursements ofcounsel for the Agent.

 

3

----

 

IN WITNESS WHEREOF, the NewSubsidiary and the Agent have duly executed this Supplement to the Agreement asof the day and year first above written.

 
|   | [NAME OF NEW SUBSIDIARY] |
|--------|--------------------------|
|   |                     |
|   | by                       |   |
|   |                     |   |
|   |                     | Name: |
|   |                     | Title: |
|   |                     |   |
|   |                     | Legal Name: |
|   |                     | Jurisdiction of Formation: |
|   |                     | Location of Chief Executive  office: |

 

 
|   | CREDIT SUISSE, CAYMAN ISLANDS |
|--------|-------------------------------|
|   | BRANCH, as Agent              |
|   |                          |
|   | by                            |   |
|   |                          |   |
|   |                          | Name: |
|   |                          | Title: |

 

4

----

 

Schedule I

to the Supplement No   to the

 Pledge and Security Agreement

 

LOCATIONOF COLLATERAL

 
| **Description** | ** ** | **Location** | ** ** |
|-----------------|------------|--------------|------------|
|            |       |         |       |
|            |       |         |       |
|            |       |         |       |

 

----

 

Schedule II

to the Supplement No   to the

Pledge and Security Agreement

 

LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHERINVESTMENTPROPERTY

 

STOCKS

 
| **Holder** | ** ** | **Issuer** | ** ** | **Certificate  Number(s)** | ** ** | **Number of   Shares** | ** ** | **Class of   Stock** | ** ** | **Percentage   of  Outstanding   Shares** | ** ** |
|------------|------------|------------|------------|----------------------------|------------|------------------------|------------|---------------------------|------------|-------------------------------------------|------------|
| ** ** | ** ** | ** ** | ** ** | ** **                 | ** ** | ** **             | ** ** | ** **                | ** ** | ** **                                | ** ** |
| ** ** | ** ** | ** ** | ** ** | ** **                 | ** ** | ** **             | ** ** | ** **                | ** ** | ** **                                | ** ** |
|       |       |       |       |                       |       |                   |       |                      |       |                                      |       |

 

BONDS

 
| **Holder** | ** ** | **Issuer** | ** ** | **Number** | ** ** | **Face  Amount** | ** ** | **Coupon Rate** | ** ** | **Maturity** | ** ** |
|------------|------------|------------|------------|------------|------------|------------------|------------|-----------------|------------|--------------|------------|
| ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **       | ** ** | ** **      | ** ** | ** **   | ** ** |
| ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **       | ** ** | ** **      | ** ** | ** **   | ** ** |
| ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **       | ** ** | ** **      | ** ** | ** **   | ** ** |

 

GOVERNMENT SECURITIES

 
| **Holder** | ** ** | **Issuer** | ** ** | **Number** | ** ** | **Type**   | ** ** | **Face   Amount** | ** ** | **Coupon   Rate** | ** ** | **Maturity** | ** ** |
|------------|------------|------------|------------|------------|------------|------------|------------|-------------------|------------|-------------------|------------|--------------|------------|
| ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **        | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **        | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **        | ** ** | ** **        | ** ** | ** **   | ** ** |

 

OTHER SECURITIES OR OTHER INVESTMENT PROPERTY(CERTIFICATED AND UNCERTIFICATED)

 
| **Holder** | ** ** | **Issuer** | ** ** | **Description of   Collateral** | ** ** | **Percentage   Ownership Interest** | ** ** |
|------------|------------|------------|------------|---------------------------------|------------|-------------------------------------|------------|
| ** ** | ** ** | ** ** | ** ** | ** **                      | ** ** | ** **                          | ** ** |
| ** ** | ** ** | ** ** | ** ** | ** **                      | ** ** | ** **                          | ** ** |
| ** ** | ** ** | ** ** | ** ** | ** **                      | ** ** | ** **                          | ** ** |

 

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**[**Adddescription of custody accounts or arrangements with securities intermediary, ifapplicable**]**

 

2

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Schedule III

to the Supplement No   to the

 Pledge and Security Agreement

 

INTELLECTUAL PROPERTY RIGHTS

 

PATENT REGISTRATIONS

 
| **Patent  Description** | ** ** | **Patent Number** | ** ** | **Issue Date** | ** ** |
|-------------------------|------------|-------------------|------------|----------------|------------|
|                    |       |              |       |           |       |
|                    |       |              |       |           |       |
|                    |       |              |       |           |       |

 

PATENT APPLICATIONS

 
| **Patent  Application** | ** ** | **Application Filing Date** | ** ** | **Application Serial Number** | ** ** |
|-------------------------|------------|-----------------------------|------------|-------------------------------|------------|
| ** **              | ** ** | ** **                  | ** ** | ** **                    | ** ** |
| ** **              | ** ** | ** **                  | ** ** | ** **                    | ** ** |
| ** **              | ** ** | ** **                  | ** ** | ** **                    | ** ** |

 

TRADEMARK REGISTRATIONS

 
| **Trademark** | ** ** | **Registration Date** | ** ** | **Registration Number** | ** ** |
|---------------|------------|-----------------------|------------|-------------------------|------------|
| ** **    | ** ** | ** **            | ** ** | ** **              | ** ** |
| ** **    | ** ** | ** **            | ** ** | ** **              | ** ** |
| ** **    | ** ** | ** **            | ** ** | ** **              | ** ** |

 

TRADEMARK APPLICATIONS

 
| **Trademark  Application** | ** ** | **Application Filing Date** | ** ** | **Application Serial Number** | ** ** |
|----------------------------|------------|-----------------------------|------------|-------------------------------|------------|
| ** **                 | ** ** | ** **                  | ** ** | ** **                    | ** ** |
| ** **                 | ** ** | ** **                  | ** ** | ** **                    | ** ** |
| ** **                 | ** ** | ** **                  | ** ** | ** **                    | ** ** |

 

COPYRIGHT REGISTRATIONS

 
| **Copyright** | ** ** | **Registration Date** | ** ** | **Registration Number** | ** ** |
|---------------|------------|-----------------------|------------|-------------------------|------------|
| ** **    | ** ** | ** **            | ** ** | ** **              | ** ** |
| ** **    | ** ** | ** **            | ** ** | ** **              | ** ** |
| ** **    | ** ** | ** **            | ** ** | ** **              | ** ** |

 

COPYRIGHT APPLICATIONS

 
| **Copyright  Application** | ** ** | **Application Filing Date** | ** ** | **Application Serial Number** | ** ** |
|----------------------------|------------|-----------------------------|------------|-------------------------------|------------|
| ** **                 | ** ** | ** **                  | ** ** | ** **                    | ** ** |
| ** **                 | ** ** | ** **                  | ** ** | ** **                    | ** ** |
| ** **                 | ** ** | ** **                  | ** ** | ** **                    | ** ** |

 

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