**Exhibit 10.53**

 

Confidential Treatment Requested.

 

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

 

EIGHTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT

 

This Eighth Amendment to CreditCard Program Agreement (the “Eighth Amendment”) is entered into this 17th day of October, 2008, by and among The NeimanMarcus Group, Inc. and Bergdorf Goodman, Inc. on the one hand, andHSBC Private Label Corporation (formerly, Household Corporation) and HSBC BankNevada, N.A., on the other hand, to that certain Credit Card Program Agreement,dated June 8, 2005 (as amended, the “Agreement”), among the foregoingparties.  All capitalized terms usedherein and not otherwise defined shall have the meanings given to them in theAgreement.

 

1.             Schedule 3.3 (Program Relationship Managers; PartnerProgram Team) of the Agreement is amended by striking the existing Subsection3(a), only, of said schedule and replacing it with the following:

 

“3.           Bank’s Program Team Requirementsand Specifications

 

(a)           Fully-Dedicated TeamMembers and Payment:  Bank shallensure that the following full-time employees, in each case having theexperience and skills referred to below shall devote 100% of their work effortsto the Program:

 

(i)  Two (2) marketing strategies withcumulative experience in the credit card or retail marketing industry of atleast 15 years, or such other experience acceptable to NMG; and

 

(ii)  One (1) fully-trained data mininganalyst.

 

Theforegoing dedicated employees shall devote substantially all of their effortsto performing Bank’s obligation pursuant to Section 5.4

 

Further, in lieu of maintaining an additional data mining analyst to theone noted above, Bank shall twice pay [***] to NMG, with each payment beingmade separately and in accordance with the September 2008 and September 2009Monthly Settlement Sheets, as contemplated in Schedule 7.1(b).  The September 2009 payment shall beprorated accordingly given the existing Term of the Agreement.”

 

2.             Except as otherwise modified herein, the terms andconditions of the Agreement remain in full force and effect.

 

AGREED TO AND EXECUTED on this the 17th day of October 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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