**Exhibit 10.47**

 

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.

 

**SECOND AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT**

 

ThisSecond Amendment to Credit Card Program Agreement (“Second Amendment”) is madeas of the 28th day of June, 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 and amended bythe First Amendment to Credit Card Program Agreement executed as of April 30,2006, by and between the parties thereto.

 

WITNESSETH:

 

WHEREAS,the parties wish to further 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.             Schedule 7.3(a)(A)(1) isdeleted in its entirety and replaced with the following new Schedule7.3(a)(A)(1):

 

“Percentageof all billing statements that will be mailed out within [***] days (excludingSundays) of cycle close date provided that this standard shall not apply ifeither:  (i) a NMG system problemprevents communications of the credit input data to Bank’s credit operations(monthly reporting will be completed on an Excel spreadsheet); or, (ii) Insertsprovided by the NMG Companies do not meet Bank’s specification:  [***]”

 

2.             The table included in Schedule9.1(a)(1) under the section titled “Determination of Servicing FeePercentage” is hereby deleted and replaced with the following new table:

 
| **Service**                                                              | ** ** | **Amount** | ** ** | **Definition**                                                                                                     |
|--------------------------------------------------------------------------|------------|------------|------------|--------------------------------------------------------------------------------------------------------------------|
| **Billing and Statementing**                                             |       |       |       |                                                                                                               |
| Documentation  Services —Statement Mailing —  Internal Inserts |       | [***]      |       | Bank is issuing the  cycle end bills and statements for all Accounts and including internal  inserts in such bills |
|                                                                     |       |       |       |                                                                                                               |
| Documentation  Services —Statement Mailing —  External Inserts |       | [***]      |       | Bank is issuing the  cycle end bills and statements for all Accounts and including external  inserts in such Bills |
|                                                                     |       |       |       |                                                                                                               |
| Credit Card  Production Services                                         |       | [***]      |       | Bank is producing and  issuing all new, replacement and reissued credit card plates                                |
| **Late Stage Collections**                                               |       |       |       |                                                                                                               |
| General Late Stage  Collections                                          |       | [***]      |       | Bank is collecting  balances which are at least [***] days past their due date                                     |
| Charged off  balances                                                    |       | [***]      |       | Bank is collecting  balances which have been written-off in accordance with the Risk Management  Policies          |
| **Universal Agents to Bank  Payroll**                                    |       |       |       | Bank is employing the  Persons responsible for                                                                     |

 

----

 
|                                            |   |   |   | customer service and  related activities                                           |
|-------------------------------------------------|--------|--------|--------|------------------------------------------------------------------------------------|
| Early  Stage Collections                        |   | [***]  |   | Bank is collecting  balances which are less than [***] days past their due date    |
| Customer  Service Services                      |   | [***]  |   | Bank is staffing the  call center and resolving customer and store inquiries       |
| Credit  Processing Services                     |   | [***]  |   | Bank if processing and  decisioning new applications and pending sale transactions |
| Data Processing  Services (Systems Conversions) |   | [***]  |   | Bank is processing all  Account activity on the Bank’s systems                |

 

3.             To the extent the provisions ofthis Second Amendment are inconsistent with the Agreement, this SecondAmendment shall govern.

 

4.             This Second Amendment supersedesall prior communications and shall be binding upon and inure to the benefits ofthe parties, their respective successors and assigns.

 

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

 

6.             Except as otherwise modifiedherein, the terms and conditions of the Agreement remain in full force andeffect.

 

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/  Richard  Klesse   |
|   |   | Title:  Vice President           |
|   |   |                             |
|   |   | HOUSEHOLD  CORPORATION           |
|   |   |                             |
|   | By:    | /s/  Richard  Klesse   |
|   |   | Title:  Vice President           |

 

----