**Exhibit 10.46**

 

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.

 

**FIRST AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT**

 

ThisFirst Amendment to Credit Card Program Agreement (“First Amendment”) is made asof the 30th day of April, 2006, by and among The NeimanMarcus Group, Inc. (“NMG”), Bergdorf Goodman, Inc. (“BG,and together with NMG, the “NMG Companies”), HSBC Bank Nevada, N.A., anational credit card bank (“Bank”), and Household Corporation, aDelaware corporation (“Primary Servicer”) to that certain Credit CardProgram Agreement (“Agreement”) executed as of June 8, 2005 by and betweenthe parties hereto.

 

W I T N E S S E T H:

 

WHEREAS,the parties wish to amend the Agreement as set forth herein;

 

NOW,THEREFORE, in consideration of the terms, conditions and mutual covenantscontained herein, and for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree asfollows:

 

1.Add a new Section 9.3 to the Agreement as follows:

 

“9.3                               SignatureRecourse Accounts. The Parties agree that any written-off amounts ofcertain Signature Accounts created pursuant to this Agreement shall be subjectto reimbursement from the NMG Companies to Bank as set forth on Schedule 9.3.”

 

2.To the extent the provisions of this First Amendment are inconsistent with theAgreement, this First Amendment shall govern.

 

3.This First Amendment supersedes all prior communications and shall be bindingupon and inure to the benefit of the parties, their respective successors andassigns.

 

4.All capitalized terms not otherwise defined herein shall have the same meaningafforded them in the Agreement.

 

5.Except as otherwise modified herein, the terms and conditions of the Agreementremain in full force and effect.

 

[Remainder of Page Intentionally Left Blank]

 

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**SCHEDULE 9.3**

 

(a) The Parties agreethat certain Signature Accounts created pursuant to this Schedule 9.3 shall besubject to the following provisions of this Schedule 9.3.

 

(b) Definitions.

 

(i) “ImmediateDecision Signature Account” is a Non-Card Payment Plan Signature Accountwith a credit line of [***] or more (i) that the NMG Companies cause to beopened, on behalf of Bank, before Bank has had full opportunity underthen-current Bank timeframes, to review the creditworthiness of the applicant;and, (ii) having a credit line in excess of the credit line that Bankactually approved following its review of the creditworthiness of the applicant(the excess credit line amount will be referred to herein as a “Recourse Amount”).

(ii) “PartialOverride Signature Account” is a Non-Card Payment Plan Signature Accountwith a credit line of [***] or more (i) that the NMG Companies cause to be’opened, on behalf of Bank; and, (ii) due to the NMG Companies’ partialoverride decision, having a credit line in excess of the credit line that Bankactually approved (the excess credit line amount will also be referred toherein as a “Recourse Amount”).

(iii) “RecourseAccount”. An Account defined as either an Immediate Decision SignatureAccount or Partial Override Signature Account.

(iv) “Written-offRecourse Portfolio Amounts”. The aggregate outstanding Recourse Amountsrelated to Recourse Accounts that have been written-off in accordance with theRisk Management Policies.

 

(c) All RecourseAccount applicants must meet the following minimum credit criteria: (a) theapplicants must be a minimum of [***] years of age at the time of theapplication; and (b) the applicants must be treated in the same manner asother Signature Account applicants based on the Agreement and the OperatingInstructions.

 

(d) All of theImmediate Decision Signature Accounts and the Partial Override SignatureAccounts will be included when calculating the amount of Interest FreeReceivables in connection with Schedule 1.1 (f) of theAgreement.

 

(e) In the event thatBank determines that the NMG Companies is creating Recourse Accounts in amanner such that a significant percentage of Recourse Amounts have beenwritten-off or will be written-off, Bank may unilaterally terminate furtherfunding of new Recourse Accounts.  In anyevent Bank and NMG will work together cooperatively to manage the RecourseAccounts to maintain reasonable risk for both parties and to accommodate theNMG Companies and the relationship between the NMG Companies and theircustomers. Recourse Accounts will be serviced and treated in a manner similarto other Signature Accounts.

 

(f) Repurchase ofWritten-off Recourse Portfolio Amounts.  The NMG Companies understand that but fortheir promises pursuant to this Schedule 9.3, Bank would have the right to notfund the Recourse Amounts.  As such, inconsideration of Bank’s funding the Recourse Amounts, the NMG Companies agreethat it will pay to Bank, on a monthly basis, any and all Written-off RecoursePortfolio Amounts. Upon Bank’s receipt of consideration, from the NMGCompanies, for the Written-off Recourse Portfolio Amounts, Bank and the NMGCompanies 

 

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shall service and collectthe Written-off Recourse Portfolio Amounts pursuant to Section (i) herein.

 

(g) All RecourseAccounts shall remain at the initial credit limit extended at the time theRecourse Account is opened.

 

(h) All RecourseAmounts must be approved by the NMG Companies’ Vice President of Credit.  As of the date of the First Amendment to theAgreement, the NMG Companies’ current Vice President of Credit is Bill Hough.

 

(i) Collection ofWritten-off Recourse Portfolio Amounts. Bank and the NMG Companies willjointly participate in all servicing and collection efforts with respect toWritten-off Recourse Portfolio Amounts and shall divide any recoveries ofRecourse Portfolio Amounts and non-RecourseAmounts according to the following parameters:

 

(1) Ifa written-off balance consists only of a Written-off Recourse Portfolio Amount,or less, the NMG Companies shall be entitled to collect and receive thatwritten-off balance.

 

(2) Ifa written-off balance consists of a Written-off Recourse Portfolio Amount inaddition to an amount approved by the Bank, any recovery will be split equallyup to the point that the NMG Companies are made whole for any Charged-offRecourse Portfolio Amount owed to or paid to Bank; and, Bank will be entitledto collect or receive any additional recovery thereafter.

 

(3) Bankwill assume all costs of collecting Written-off Recourse Portfolio Amounts.

 

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INWITNESS WHEREOF, each of the Parties has caused this Agreement to be dulyexecuted as of the date first above written.

 
|   |   | THE  NEIMAN MARCUS GROUP, INC.        |
|--------|--------|---------------------------------------|
|   |   |                                  |
|   | By:    | /s/  William  S. Hough      |
|   |   | Title:  VP Credit Services       |
|   |   |                                  |
|   |   | BERGDORF  GOODMAN, INC.               |
|   |   |                                  |
|   | By:    | /s/  William  S. Hough      |
|   |   | Title:  VP Credit Services       |
|   |   |                                  |
|   |   | HSBC  BANK NEVADA, N.A.               |
|   |   |                                  |
|   | By:    | /s/  Charles  A. Colp       |
|   |   | Title:  Executive Vice President |
|   |   |                                  |
|   |   | HOUSEHOLD  CORPORATION                |
|   |   |                                  |
|   | By:    | /s/  Charles  A. Colp       |
|   |   | Title:  Executive Vice President |

 

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