**Exhibit 10.48**

 

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.

 

**THIRDAMENDMENT TO CREDIT CARD PROGRAM AGREEMENT**

 

This Third Amendment toCredit Card Program Agreement (“First Amendment”) is made effective as of the 1st day of August,2006, by and among The Neiman Marcus Group, Inc. (“NMG”), BergdorfGoodman, Inc. (“BG, and together with NMG, the “NMG Companies”),HSBC Bank Nevada, N.A., a national credit card bank (“Bank”), andHousehold Corporation, a Delaware corporation (“Primary Servicer”) tothat certain Credit Card Program Agreement (“Agreement”) executed as of June 8,2005 and amended by the First Amendment to Credit Card Program Agreementexecuted as of April 30, 2006 (“First Amendment”) and the Second Amendmentto Credit Card Program Agreement executed as of June 29, 2006 (“SecondAmendment”) by and between the parties hereto.

 

W I T N E S S E T H:

 

WHEREAS, the parties wishto amend the Agreement as set forth herein;

 

NOW, THEREFORE, inconsideration of the terms, conditions and mutual covenants contained herein,and for good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties hereto agree as follows:

 

1.                                       Schedule 7.3(a) (C) is deletedin its entirety and replaced with the following new Schedule 7.3(a)(c):

 

“C.                               Late and Early Stage Collections.  Bank will meet the following service levels`on an average each month:

 

1.                                       The percentage of time that Bank shallmake its collections operations available during the following times:  [***]

 
| Monday through Thursday |   | 8:00 a.m. to  9:00 p.m. |   | Central time |
|-------------------------|--------|-----------------------------------|--------|--------------|
| Friday                  |   | 8:00 a.m. to  5:00 p.m. |   | Central time |
| Saturday                |   | 8:00 to 12:00 p.m.           |   | Central time |
| Sunday                  |   | None. Closed.                     |   |         |

 

2.                                       The percentage of time that Bank shallmaintain a contact penetration for the following categories of Accounts:  [***]*

 
| — |   | Balances greater than [***]  which are [***] or more cycles delinquent |   | every Month |
|--------|--------|------------------------------------------------------------------------|--------|-------------|
| — |   | Balances greater than [***]  which are [***] or more cycles delinquent |   | every Month |

 

3.                                       The Parties agree to mutually review andamend, if necessary, Schedule 7.3(a)(C) if the Cardholder Agreement ismaterially altered.

 

4.                                       To the extent the provisions of thisThird Amendment are inconsistent with the Agreement, this Third Amendment shallgovern.

 

5.                                       This Third Amendment supersedes all priorcommunications and shall be binding upon and inure to the benefit of the parties,their respective successors and assigns.

 

6.                                       All capitalized terms not otherwisedefined herein shall have the same meaning afforded them in the Agreement.  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 Third Amendment to be duly executed as of thedate first above written.

 

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|   |   | 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/  Brian D.  Hughes  |
|   |   | Title: Executive Vice  President |
|   |   |                             |
|   |   | HOUSEHOLD CORPORATION            |
|   |   |                             |
|   | By:    | /s/  Brian D.  Hughes  |
|   |   | Title: Managing  Director        |

 

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**FOURTHAMENDMENT TO CREDIT CARD PROGRAM AGREEMENT**

 

This Third Amendment toCredit Card Program Agreement (“First Amendment”) is made effective as of the 3day of April, 2007, by and among The Neiman Marcus Group, Inc. (“NMG”),Bergdorf Goodman, Inc. (“BG, and together with NMG, the “NMGCompanies”), HSBC Bank Nevada, N.A., a national credit card bank (“Bank”),and HSBC Private Label Corporation, a Delaware corporation formerly known asHousehold 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 (“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,by and between the parties hereto.  Inconsideration of the terms, conditions and mutual covenants contained herein,and for good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the Parties acknowledge and agree as follows:

 

1.                                       Recourse Credit Program. The Parties will establish and maintain a recourse credit program inaccordance with the terms and conditions set forth in the attached addendum (“Article XX— Recourse Credit Program”), which is hereby incorporated into the Agreementand this Fourth Amendment.

 

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

 

A.                                   To the extent the provisions of thisFourth Amendment are consistent with the Agreement, this Fourth Amendment shallgovern.

 

B.                                     This Fourth Amendment supersedes allprior communications 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: Executive Vice  President |

 

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