**Exhibit 10.50**

 

**FIFTHAMENDMENT TO CREDIT CARD PROGRAM AGREEMENT**

 

This Fifth Amendment toCredit Card Program Agreement (“Fifth Amendment”) is made effective as of the 13th day of March, 2007,by and among The Neiman Marcus Group, Inc. (“NMG”), Bergdorf Goodman, Inc.(“BG, and together with NMG, the “NMG Companies”), HSBC BankNevada, N.A., a national credit card bank (“Bank”), and HSBC PrivateLabel Corporation, a Delaware corporation formerly known as HouseholdCorporation (“Primary Servicer”) to that certain Credit Card ProgramAgreement (“Agreement”) executed as of June 8, 2005 and amended by theFirst Amendment to Credit Card Program Agreement executed as of April 30,2006 (“First Amendment”), and the Second Amendment to Credit Card ProgramAgreement executed as of June 28, 2006 (“Second Amendment”) and the ThirdAmendment to Credit Card Program Agreement executed as of August 1, 2006, andthe Fourth Amendment to Credit Card Program Agreement executed as of March 13,2007, by and between the parties hereto. In consideration of the terms, conditions and mutual covenants containedherein, and for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the Parties acknowledge and agree as follows:

 

1.                                       Additional Chargeback Rights.  Section 8.5of the Agreement is amended to read as follows:

 

8.5                                 Bank’s Right to Charge Back. Bank shall have the right to charge back to NMG the amount of anyCardholder Indebtedness, including Cardholder Indebtedness incurred prior tothe Effective Date with respect to Purchased Accounts, relating to NMG ChargeTransaction Data if with respect to the related NMG Transaction:

 

(a)                                  The Cardholder refuses to pay the chargebased on a dispute regarding the quality or delivery of NMG Goods and Servicesrepresenting a valid defense to payment consistent with Applicable Law, providedthat any such refusal constitutes a bona fide claim presented by the Cardholderin good faith n the reasonable opinion of NMG, after consultation with Bank;

 

(b)                                 The Cardholder refuses to pay the chargebased on claim of unauthorized use of the NMG Credit Card at a Retail Merchant;provided that any such refusal constitutes a bona fide claim presentedby the Cardholder in good faith in the reasonable opinion of NMG, afterconsultation with Bank;

 

(c)                                  The charge was for a bona fide sale ordelivery of NMG Goods and Services by or through a NMG Channel;

 

(d)                                 The sales slip is a duplicate of a chargeslip previously paid;

 

(e)                                  The price of NMG Goods and Services shownon the charge slip differs from the amount shown on the Cardholder’s copy ofthe sales slip;

 

(f)                                    The charge or Account arose from fraud ofany employee or agent in a Retail Merchant;

 

(g)                                 NMG fails to provide Bank with a copy ofthe applicable sales slip;

 

(h)                                 NMG fails to provide Bank with a properlysigned sales slip;

 

(i)                                     NMG fails to provide Bank with a copy ofthe applicable delivery invoice;

 

(j)                                     NMG fails to obtain proper identificationfrom the Cardholder at the time of the Application;

 

(k)                                  NMG ships merchandise to a Cardholder ata previously unused address;

 

(l)                                     The charge or Account arose from fraud ofany employee or agent in a NMG call center;

 

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(m)                               The charge or Account arose from theunauthorized removal of information from an NMG store or owned facility.

 

(n)                                 The charge or Account arose from theunauthorized removal of information from an NMG computer systems; or

 

(o)                                 NMG ships merchandise to a Cardholderafter receiving the Cardholder’s request to cease such shipment.

 

2.                                       Administrative Provisions. When construing the provisions of the Agreement and this FifthAmendment:

 

A.                                   To the extent the provisions of this FifthAmendment are consistent with the Agreement, this Fifth Amendment shall govern.

 

B.                                     This Fifth Amendment supersedes all priorcommunications and shall be binding upon and inure to the benefit of theparties, their respective successors and assigns.

 

C.                                     All capitalized terms not otherwisedefined herein shall have the same meaning afforded them in the Agreement.

 

D.                                    Except as otherwise modified herein, theterms and conditions of the Agreement remain in full force and effect.

 

IN WITNESS WHEREOF, eachof the Parties has caused this Fourth Amendment to be duly executed as of thedate first above written.

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

 

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