**Exhibit 10.54**

 

ConfidentialTreatment Requested.

 

Certain material (indicated by asterisks) hasbeen omitted from this document and filed separately with the Securities andExchange Commission pursuant to a request for confidential treatment.

 

9th **AMENDMENT TO CREDIT CARDPROGRAM AGREEMENT**

 

This 9th Amendment to Credit Card Program Agreement(the “9th Amendment”) is entered into this 30th day of December 2008 by and among TheNeiman Marcus Group, Inc. and Bergdorf Goodman, Inc. on the one hand,and HSBC Private Label Corporation (formerly, Household Corporation) and HSBCBank Nevada, N.A. on the other hand, to that certain Credit Card ProgramAgreement, dated June 8, 2005 (as amended, the “Agreement”), among theforegoing parties. The 9th Amendment shall have an effective date as of November 21st, 2008. All capitalized terms used hereinand not otherwise defined shall have the meanings given to them in theAgreement.

 

1. In Section 1.1of the Agreement, the following sentence shall be added at the end of the definitionfor “Average Interest Free Receivables”: “Average Interest Free Receivablesdoes not include interest free Accounts that do not bear interest subject toNMG Transactions made pursuant to the Six (6) Month No Interest/No PaymentPromotion Credit Plan #30704 (as defined below).”

 

2. In Section 1.1of the Agreement, the following sentence shall be added at the end of thedefinition for “Gross Financing Income”: “The Merchant Discount payable by NMGto Bank pursuant to the Six (6) Month No Interest/No Payment PromotionCredit Plan #30704 shall be included in the calculation of Gross FinancingIncome, and therefore, shall be included in the calculation of VariableBreak-Even Margin.”

 

3. The following newdefined term shall be added in Section 1.1. of the Agreement in theappropriate alphabetical order: “Six (6) Month No Interest/No PaymentPromotion Credit Plan #30704 means a promotional offer made to Cardholders forspecific NMG Transactions whereby the Account shall not bear interest for suchspecific NMG Transactions, and the Cardholder shall not be required to make apayment towards the cost of such Card Sale, for a period of six months from thedate of such purchase.  The Parties shallmutually determine which NMG Transactions qualify for this promotional offer.  NMG may run other no interest/no paymentpromotions with 6 month durations that utilize different credit plan numbers,which would be excluded from a Merchant Discount assessment.”

 

4. The followingsentence shall be added at the end of Section 4.11 of the Agreement,Interest Free Accounts: “For the avoidance of doubt, interest free Accountsthat do not bear interest subject to NMG Transactions made pursuant to the Six (6) MonthNo Interest/No Payment Promotion Credit Plan #30704, which the Parties havemutually agreed to offer, shall not be included in the calculation of HighCollar or Low Collar, and the cost of maintaining these shall not be bornesolely by Bank; instead, NMG shall be assessed a Merchant Discount on NMGTransactions made pursuant to the Six (6) Month No Interest/No PaymentPromotion Credit Plan #30704 in an amount of [***].”

 

5. Section 8.7 of theAgreement, No Merchant Discount, is hereby deleted and replaced with thefollowing: ‘‘None of NMG, its Affiliates or the Retail Merchants shall be requiredto pay any Merchant Discount on any NMG Transaction, except when NMGTransactions are placed on the Six (6) Month No Interest/No Payment PromotionCredit Plan #30704.  In such instances,during the Term, NMG shall be assessed a Merchant Discount of [***]. Furthermore, NMG shall be entitled to arefund of the Merchant Discount if the NMG Transaction subject to the Six (6) MonthNo Interest/No Payment Promotion Credit Plan #30704 is canceled or the Goodsare returned or canceled within sixty (60) days of the date of the Card Sale.Other than NMG Transactions subject to the Six (6) Month No/Interest PaymentPromotion Credit Plan #30704, Bank shall directly process the NMG Transactionssuch that the Retail Merchants do not incur any merchant acquirer/processor orsimilar fees, including but not limited to no interest/no payment promotions ofsix months that have a different credit plan number.”

 

6. A new Section 4.12shall be added to the Agreement as follows:

 

“4.12 Six (6) MonthNo Interest/No Payment Credit Plan #30704.  Each calendar quarter, NMG and HSBC willreview the terms relating to the Six (6) Month No Interest/No PaymentPromotion Credit Plan #30704 

 

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and attempt to mutuallyagree on whether to continue offering the plan and on any revised terms thatare appropriate in connection therewith. If the parties cannot agree as towhether to continue offering the plan and on the terms governing such plangoing forward, either party may discontinue the offering of such plan effectiveat the beginning of the next calendar quarter, beginning on April 1, 2009.”

 

AGREED TO AND EXECUTEDon this the 30th day of December 2008.

 

 
| **HSBC BANK NEVADA, N.A.**        |                                  | **HSBC PRIVATE LABEL CORPORATION** |
|-----------------------------------|---------------------------------------|------------------------------------|
|                              |                                  |                               |   |   |
| By:                               | /s/  Brian D. Hughes             |                               | By: | /s/  Brian D. Hughes |
|                              | Title:  Executive Vice President |                               |   | Title:  Executive Vice President |
|                              |                                  |                               |   |   |
|                              |                                  |                               |   |   |
| **THE NEIMAN MARCUS GROUP, INC.** |                                  | **BERGDORF GOODMAN, INC.**         |
|                              |                                  |                               |   |   |
| By:                               | /s/  William S. Hough            |                               | By: | /s/  Nelson A. Bangs |
|                              | Title:  VP Credit Services       |                               |   | Title:  Vice President |

 

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