**EXHIBIT 10.55**

 

**FORM OF**

**FIRST AMENDMENT TO**

**SECOND PRIORITY LEASEHOLDMORTGAGE,**

**ASSIGNMENT OF LEASES AND RENTS,**

**SECURITY AGREEMENT AND FINANCINGSTATEMENT**

 

**THIS****FIRST****AMENDMENT TO SECONDPRIORITY LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENTAND FINANCING STATEMENT** (this “**Instrument**”),dated as of September     , 2009, is entered into byand between **THE NEIMAN MARCUS GROUP, INC.**, aDelaware corporation (“**Mortgagor**”),whose address is One Marcus Square, 1618 Main Street, Dallas, Texas 75201 and **BANK OF AMERICA, N.A.**, a national association, whose addressis 1455 Market Street, 5th Floor, San Francisco, California 94103, asagent (as successor to Deutsche Bank Trust Company Americas, in such capacity, “**Agent**”, and together with its successorsand assigns, “**Mortgagee**”) for the SecuredParties defined in the Amended Credit Agreement (defined below).

 

**WITNESSETH THAT,**

 

**WHEREAS,** Mortgagor, Existing Agent (defined below) andothers party thereto have entered into that certain Credit Agreement, dated asof October 6, 2005 (as amended, supplemented or otherwise modified todate, the “**Existing Credit Agreement**”);

 

**WHEREAS**, Mortgagor is the record owner and holder ofcertain leasehold interests in that certain real property described in Exhibit Aattached hereto and by this reference incorporated herein, together with theImprovements (as defined in the Mortgage, defined below) constructed thereon;

 

**WHEREAS,** Mortgagor has executed and delivered that certaininstrument entitled “**SECOND PRIORITY LEASEHOLDMORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCINGSTATEMENT**” and dated as of October 6, 2005 and recorded on October 14,2005 with the Bergen County Clerk as Book 15001, Page 126 (the “**Mortgage**”);

 

**WHEREAS,** the Mortgage secures, among other things, theobligations of Mortgagor under the Existing Credit Agreement;

 

**WHEREAS,** the parties to the Existing Credit Agreement andthe Agent now desire to amend the Existing Credit Agreement pursuant to theterms of that certain Amended and Restated Credit Agreement dated as of July 15,2009 (the **“Credit Agreement Amendment”**) by andamong Mortgagor, the other Borrowers referred to therein, Neiman Marcus, Inc.,and certain subsidiaries of Mortgagor from time to time party thereto, theAgent and the other Secured Parties (the Existing Credit Agreement, as amendedby such Credit Agreement Amendment, and any and all amendments, modifications,supplements, restatements, extensions, renewals or replacements thereof arecollectively referred to herein as the “**Amended Credit Agreement**”);

 

**WHEREAS**, pursuant to that certain Substitution of Agent andJoinder Agreement, dated as of the date hereof, **DEUTSCHEBANK TRUST COMPANY AMERICAS**, a New York banking corporation,resigned as the agent under the Existing Credit Agreement (as defined below)(the “**Existing Agent**”), and pursuant to theAmended Credit Agreement, Agent has been appointed as the successor to theExisting Agent; and

 

**WHEREAS,** concurrently therewith, Mortgagor and Mortgageedesire to amend the Mortgage as set forth below.

 

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**NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION,** the mutualreceipt and sufficiency of which are hereby acknowledged, Mortgagor andMortgagee hereby agree as follows:

 

1.             Definitions.  All capitalized terms used but not otherwisedefined in this Instrument shall have the same meanings ascribed to suchcapitalized terms in the Mortgage, as amended by this Instrument, or if notdefined therein, in the Amended Credit Agreement.

 

2.             Amended Credit Agreement.All references in the Mortgage to the “**Revolving Facility CreditAgreement**” shall be deemed to be references to the Amended CreditAgreement.

 

3.             Mortgagee.  All references in the Mortgage to the “**Mortgagee**” shall be deemed to be references to “**Mortgagee**” as defined in the preamble to this Instrument.

 

4.             MiscellaneousAmendments.

 

(a)           All references to the “**Lenders**”, the “**Administrative Agent**”,the “**Swingline Lender**”, the “**Issuing Bank**”, the “**Letters of Credit**”,the “**Secured Parties**” and the “**Intercreditor Agreement**” shall be deemed to be references tosuch terms as defined in the Amended Credit Agreement.

 

(b)           The phrase “(vi) the LienSubordination and Intercreditor Agreement, dated as of even date hereof, amongthe Collateral Agent, Credit Suisse, Merger Sub, Neiman Marcus, Holdings andthe subsidiaries of Neiman Marcus from time to time party thereto as attachedhereto as Exhibit C” is hereby deleted in its entirety.

 

(c)           The phrase “at the rate of [    ]%per annum” is hereby deleted from Section 1.12(c)(ii)(C) and replacedwith “at the rate of [    ]% per annum”. [NOTE: TITLECOMPANY TO PROVIDE APPLICABLE PERCENTAGE.]

 

(d)           The reference to “Section 2.13(c)”in Section 2.03(b) of the Mortgage is hereby deleted and replacedwith “Section 2.13(d)”.

 

(e)           The sentence “The Revolving FacilityCredit Agreement provides that the sum of the principal amount of the Loans andthe Letters of Credit from time to time outstanding and secured hereby shallnot exceed $1,975,000,000.” is hereby deleted in its entirety and replaced with“The Amended Credit Agreement provides that the sum of the principal amount ofthe Loans and the Letters of Credit from time to time outstanding and securedhereby shall not exceed $600,000,000.”

 

(f)            Exhibit C to the Mortgage ishereby deleted in its entirety.

 

5.           Limited Amendment; Ratification. This Instrument isgiven solely to amend the Mortgage as set forth herein.  No further amendment or modification is madeor intended, and the terms and provisions of the Mortgage shall, except asexpressly modified herein, continue in full force and effect after the datehereof.  The warranties, representations,covenants and agreements contained in the Mortgage, as herein expresslyamended, are hereby specifically reaffirmed and remade by Mortgagor and theentire Mortgage, as herein expressly amended, is hereby ratified, approved andconfirmed in every respect.  Mortgagoralso hereby ratifies and confirms, as of the date of the Mortgage and as of thedate hereof, the liens, encumbrances and security interests in and on thePremises and the Mortgaged Property intended to be created by the Mortgage, asamended hereby.

 

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6.             No Release or Novation. TheObligations secured by the Mortgage are continuing obligations and nothingcontained herein shall be deemed to release, terminate or subordinate any lien,security interest or assignment created or evidenced by the Mortgage and allsuch liens, security interests and assignments and the priority thereof shallrelate back to the date that the Mortgage was filed as referenced in therecitals above.  Mortgagor and Mortgageeintend that this Instrument shall in no way affect the priority of the Mortgageor constitute a novation of the indebtedness secured thereby.

 

7.             Successors and Assigns. ThisInstrument shall bind and inure to the benefit of Mortgagor, Mortgagee and theSecured Parties and their respective successors, substitutes and assigns.

 

8.             Recordation; Costs and Expenses.Mortgagor shall cause this Instrument to be filed and/or recorded in the filingor recording offices referenced in the recitals above and/or such other placesas requested by Mortgagee, and Mortgagor shall pay to Mortgagee all expensesincurred by Mortgagee in connection with the preparation, execution, filing andrecordation of this Instrument, including, without limitation, attorneys’ fees,filing and recording fees, documentary stamp, mortgage and intangible taxes andtitle search charges and other charges incurred to assure or insure thepriority of the lien of the Mortgage, as amended by this Instrument.

 

9.             Counterparts. ThisInstrument may be executed in any number of original counterparts,  which when so executed shall be deemed to bean original for all purposes, and all counterparts shall together constituteone and the same instrument; signature and acknowledgment pages may bedetached from multiple separate counterparts and attached to a singlecounterpart so that all signature pages are physically attached to thesame document.  This Instrument shallbecome effective upon the execution of a counterpart hereof by each of theparties hereto.

 

***[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANKINTENTIONALLY]***

 

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**IN WITNESS WHEREOF**, Mortgagor and Mortgageehave on the date set forth in the acknowledgement hereto, effective as of thedate first above written, caused this Instrument to be duly EXECUTED ANDDELIVERED by authority duly given.

 

 
|       | Mortgagor:                         |
|------------|------------------------------------|
|       |                               |
| ** ** | **THE NEIMAN MARCUS GROUP, INC.,** |
|       | a  Delaware corporation            |
|       |                               |
|       | By:                                |   |
|       |                               | Name: |
|       |                               | Title: |

 

 
| STATE OF  | )      |   |
|-----------|--------|--------|
|      | ) ss.: |   |
| COUNTY OF | )      |   |

 

 

Onthis            day ofSeptember, 2009, in the County and State aforesaid, before me, the subscriber,a Notary Public authorized to take acknowledgements and proofs in said Countyand State, personally appeared                                                                       ,the                                             of The Neiman Marcus Group, Inc., who, I am satisfied, is the person who,as such officer, signed the within instrument on behalf of such corporation,and said person did acknowledge that he or she is authorized to sign anddeliver the within instrument on behalf of such corporation and that he or shesigned and delivered the same as the act and deed of such corporation for theuses and purposes expressed therein.

 

 
|                   |          |
|------------------------|---------------|
|                   | Name:         |
|                   | Notary Public |
| My Commission Expires: |          |
|                   |          |
|                   |          |
| (NOTARIAL SEAL)        |          |

 

 

***[Signatures Continue onFollowing Page]***

 

S-1

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|   | Mortgagee:                 |
|--------|----------------------------|
|   |                       |
|   | **BANK OF AMERICA, N.A.,** |
|   | a  national association,   |
|   | as  a Co-Collateral Agent  |
|   |                       |
|   |                       |
|   | By:                        |   |
|   |                       | Name: |
|   |                       | Title: |

 

 
| STATE OF  | )      |   |
|-----------|--------|--------|
|      | ) ss.: |   |
| COUNTY OF | )      |   |

 

 

Onthis          day of September, 2009,in the County and State aforesaid, before me, the subscriber, a Notary Publicauthorized to take acknowledgements and proofs in said County and State,personally appeared                                                                       ,the                                             of Bank of America, N.A., who, I am satisfied, is the person who, as suchofficer, signed the within instrument on behalf of such national association,and said person did acknowledge that he or she is authorized to sign anddeliver the within instrument on behalf of such national association and thathe or she signed and delivered the same as the act and deed of such nationalassociation for the uses and purposes expressed therein.

 

 
|                   |          |
|------------------------|---------------|
|                   | Name:         |
|                   | Notary Public |
| My Commission Expires: |          |
|                   |          |
|                   |          |
| (NOTARIAL SEAL)        |          |

 

S-2

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**EXHIBIT A**

 

**LEGAL DESCRIPTION**

 

The Neiman Marcus Group, Inc. is a record ownerof a leasehold interest in the property located at 503 Garden State Plaza,Paramus, NJ and described on this Exhibit A.

 

[See Attached Pages for Legal Description]

 

A-1

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