**Exhibit 10.59**

 

Confidential TreatmentRequested.

 

Certainmaterial (indicated by asterisks) has been omitted from this document and filedseparately with the Securities and Exchange Commission pursuant to a requestfor confidential treatment.

 

**10****th**** AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT**

 

This 10th Amendment (the “10th Amendment”)is entered into this 17th day of December 2009 by and among The NeimanMarcus Group, Inc. and Bergdorf Goodman, Inc. on the one hand, andHSBC Private Label Corporation (formerly, Household Corporation) and HSBC BankNevada, N.A. on the other hand, to that certain Credit Card Program Agreement,dated June 8, 2005 (as amended, the “Agreement”), among the foregoingparties.  The 10th Amendment shall have an effective date as of March 1st,2009.  All capitalized terms used hereinand not otherwise defined shall have the meanings given to them in theAgreement.

 

1.  The following new defined terms shall beadded in Section 1.1 of the Agreement in the appropriate alphabeticalorder:

 

“10th Amendment Measurement Period” means the periodfrom (and including) March 1, 2009 through June 30, 2010.

 

“BaseShared Receivables Write-Off Amount” means with respect to the completedcalendar months of the 10th Amendment Measurement Period, the amount equal tothe (i) Reference Period Average Gross Receivables, multiplied by (ii) theexcess, if any, of (A) the Base Shared Receivables Write-Off Percentagefor such period over (B) [***] (it being understood, for the avoidance ofdoubt, that if the Base Shared Receivables Write-Off Percentage is less than orequal to [***] then the Base Shared Receivables Write-Off Amount shall be zero)(iii) divided by 12 and (iv) multiplied by the number of completedcalendar months following (and including) March 2009.

 

“BaseShared Receivables Write-Off Cap” means the Base Shared Receivables Write-OffPercentage on the day when the Rolling 12 Month Receivables Net Write-Off Ratiofirst exceeds [***].

 

“BaseShared Receivables Write-Off Percentage” means, with respect to the completedcalendar months of the 10th Amendment Measurement Period,the percentage equal to (i) Net Write-Offs for such period divided by (ii) ReferencePeriod Average Gross Receivables for such period (Hi) multiplied by 12 and (iv) dividedby the number of completed calendar months following (and including) March 2009;provided that in no event shall the Base Shared Receivables Write-OffPercentage exceed the Base Shared Receivables Write-Off Cap.

 

“NetFinance Charge Income” means the total dollar amount of revenue received as aresult of finance charges assessed upon Cardholders, less any finance chargewaivers granted.

 

“OptionalLetter of Credit” means an irrevocable standby letter of credit naming Bank asthe beneficiary thereof and having an expiration date no earlier than [***],issued and confirmed by an issuing bank selected by NMG and reasonablyacceptable to Bank and in customary form, and in a face amount equal to theamount as referenced in Section 7.1(e)(i).

 

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“OptionalShared Receivables Write-Off Amount” means with respect to the completedcalendar months of the 10th Amendment Measurement Period, the amount equal tothe (i) Reference Period Average Gross Receivables, multiplied by (ii) theexcess, if any, of (A) the Optional Shared Receivables Write-OffPercentage for such period over (B) the Base Shared Receivables Write-OffCap (it being understood, for the avoidance of doubt, that if the OptionalShared Receivables Write-Off Percentage is less than or equal to the BaseShared Receivables Write-Off Cap then the Optional Shared Receivables Write-OffAmount shall be zero) (iii) divided by 12 and (iv) multiplied by thenumber of completed calendar months following (and including) March 2009.

 

“OptionalShared Receivables Write-Off Cap” means the Optional Shared ReceivablesWrite-Off Percentage on the day when the Rolling 12 Month Receivables NetWrite-Off Ratio first exceeds [***].

 

“OptionalShared Receivables Write-Off Percentage” means, with respect to the completedcalendar months of the 10th Amendment Measurement Period,the percentage equal to (i) Net Write-Offs for such period divided by (ii) ReferencePeriod Average Gross Receivables for such period (iii) multiplied by 12and (iv) divided by the number of completed calendar months following (andincluding) March 2009; provided that in no event shall the Optional SharedReceivables Write-Off Percentage exceed the Optional Shared ReceivablesWrite-Off Cap.

 

“ReceivablesNet Write-Off Ratio” means with respect to any period, the percentage equal to (i) NetWrite-Offs during such period divided by (ii) Reference Period AverageGross Receivables during such period.

 

“ReferencePeriod Average Gross Receivables” means with respect to any measurement period,the average of the Gross Receivables on the last day of each calendar monthduring such measurement period.

 

“Rolling12 Month Receivables Net Write-Off Ratio” means, with respect to any calendarmonth, the Receivables Net Write-Off Ratio for the period of 12 consecutivecalendar months ending on and including the month immediately preceding suchcalendar month.

 

“ThirdChange of Terms (hereinafter, “Third COT:)” means the prior alteration of theAccount terms, effective as of January 13, 2009 and as previously mutuallyagreed by the Parties per the Letter of Understanding (dated October 22,2008), in which the minimum rate of Finance Charge was increased to a DailyPeriodic Rate of [***] (corresponding to a [***] Annual Percentage Rate).

 

“ThirdCOT Finance Charge Income” means, with respect to the 10th AmendmentMeasurement Period,[***] of the Net Finance Charge Income that is generatedfrom the Gross Receivables during such measurement period.

 

“ThirdCOT Incremental Net Write Offs” shall be equal to (i) $0 per month duringthe period beginning on [***] and ending on [***] and (ii)

 

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[***]per month during the period beginning on [***] and ending on [***].”

 

2.The following defined terms shall replace the corresponding and existing definedterms of the same name:

 

“NetWrite-Offs” means, with respect to Accounts that have been written off in aparticular period in accordance with the credit and collection policiescontained in the Risk Management Policies, (a) the portion of the total GrossReceivables charged-off as uncollectible to the written-off Accounts inaccordance with such credit and collection policies (and not as a result offraud losses) during such period minus (b) any recoveries,including sales tax recoveries, received during such period on previouslywritten-off Accounts, and minus (c) the Third COT Incremental Net WriteOffs.”

 

“GrossFinancing Income” means, with respect to any period, an amount equal to the sumof assessed or accrued Net Finance Charge Income, late fees, NSF fees and anyother interest or fees payable under the Program and any amounts paid by NMG toBank pursuant to Section 4.10 or 4.11 during such period less the sum offee waivers, the amount required under GAAP to be amortized by Bank as deferralamortization pursuant to Financial Accounting Standard No. 91 during suchperiod, any amounts paid by Bank to NMG pursuant to Section 4.10 or 4.11during such period, and the Third COT Finance Charge Income. Fees from ApprovedAncillary Products are not included as part of Gross Financing Income.

 

“VariableBreak-Even Margin” means (i) Gross Financing Income plus (ii) theamounts paid by NMG pursuant to Section 9. 1(a)(viii), 9.1(a)(x) and9.1(a)(xi) minus (iii) Funding Costs minus (iv) Net Write-Offs minus (v) theTotal of All Amounts Bank Paid to NMG minus (vi) Marketing Expenses minus (vii) FraudLoss minus (viii) Standard Variable Operating Expenses. As used todetermine Variable Break-Even Margin, the following term shall have thefollowing meaning:

 

“RiskAdjusted Margin” means, with respect to the RAM Measurement Period (or in thecase of any interim payment pursuant to Section 9.1(a)(vii) and9.1(a)(x), the relevant Reference Period), the percentage equivalent of afraction equal to (A) (i) Gross Financing Income for such period, minus(ii) Net Write-Offs for such period, minus (iii) FundingCosts for such period, plus (iv) the total of all amounts paid byNMG pursuant to Section 9.1(a)(viii), 9.l(a)(x), and 9.l(a)(xi) at anytime during such period divided by (B) the Average GrossReceivables for such period.”

 

3. Section 3.2(g) of the Agreement is amended by striking theexisting subclause (v)(A) thereunder, and replacing it with the following:

 

“(A) willnot affect a group of Accounts for which the Rolling 12 Month Receivables NetWrite-Off Ratio reduced in respect of each ten (10) point Next Gen scoreband (e.g. [***]) is less than [***](as set forth in the reportprovided by Bank to NMG).  Such reportshall be provided to NMG on a quarterly basis beginning in November 2009and at least 30 days in advance of making any such changes and shalldemonstrate the most recent Rolling 12 Month

 

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ReceivablesNet Write-Off Ratio (Example attached as Exhibit D) for each such group ofAccounts that were in existence on the last day of the Month preceding thefirst Month included in the Rolling 12 Month Receivables Net Write-Off Ratio.Bank may blend groups of Accounts in adjacent ten (10) point Next Genscore bands together (e.g. [***] and [***]) so long as (x) the Rolling 12Month Receivables Net Write-Off Ratio reduced for the group of Accounts in thehighest ten (10) point Next Gen score band (e.g., [***] would be higherthan [***]) of the groups to be blended exceeds [***] and (y) the totalblended Rolling 12 Month Receivables Net Write-Off Ratio reduced exceeds [***]for the combined groups. Notwithstanding the foregoing, Bank may implementchanges to Risk Management Policies in respect of a subgroup of Accounts withinan individual ten (10) point Next Gen score band whose Rolling 12 MonthsReceivables Net Write-Off Ratio is less than [***], if, by utilizing other riskattributes that historically correlate (consistent with Bank’s past practice)to the likelihood of Net Write-Offs, such subgroup of Accounts within such ten (10) pointNext Gen score band has a Rolling 12 Month Receivables Net Write-Off Ratio ofgreater than [***], as set forth in the report provided by Bank to NMG (Exampleattached as Exhibit E).”

 

4. Section 3.2(g) of the Agreement isamended by striking the existing subclause (vi), and replacing it with thefollowing:

 

“(vi) ifat any time during the Term, the Rolling 12 Month Receivables Net Write-OffRatio is greater than [***] (or [***] in the event NMG exercises theIncremental Loss Sharing Option in accordance with 7.1(e )(i), for so long asthe Rolling 12 Month Receivables Net Write-Off Ratio remains greater than [***](or [***] in the event NMG exercises the Incremental Loss Sharing Option in accordancewith 7.1(e)(i), changes to Risk Management Policies that are designed to reducethe Net Write-Off Ratio, provided that such changes will not affect a group ofAccounts for which the Rolling 12 Month Receivables Net Write-Off Ratio reducedin respect of each ten (10) point Next Gen score band (e.g. [***]) is lessthan [***] (or [***] in the event NMG exercises the Incremental Loss SharingOption in accordance with 7.1(e)(i) (as set forth in the report providedby Bank to NMG).  Such report shall beprovided to NMG on a quarterly basis beginning in November 2009 and atleast 30 days in advance of making any such changes and shall demonstrate themost recent Rolling 12 Month Receivables Net Write-Off Ratio (Example attachedas Exhibit D) for each such group of Accounts that were in existence onthe last day of the Month preceding the first Month included in the Rolling 12Month Receivables Net Write-Off Ratio. Bank may blend groups of Accounts in adjacent ten (10) point NextGen score bands together (e.g. [***] and [***]) so long as (x) the Rolling12 Month Receivables Net Write-Off Ratio reduced for the group of Accounts inthe highest ten (10) point Next Gen score band (e.g., [***] would behigher than [***]) of the groups to be blended exceeds [***] (or [***] in theevent NMG exercises the Incremental Loss Sharing Option in accordance with7.1(e)(i) and (y) the total blended Rolling 12 Month Receivables NetWrite-Off Ratio reduced exceeds [***] (or [***] in the event NMG exercises theIncremental Loss Sharing Option in accordance with 7.1(e)(1) for thecombined groups. Notwithstanding the foregoing, Bank may implement changes toRisk

 

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ManagementPolicies in respect of a subgroup of Accounts within an individual ten (10) pointNext Gen score band whose Rolling 12 Month Receivables Net Write-Off Ratio isless than [***] (or [***] in the event NMG exercises the Incremental LossSharing Option in accordance with 7.I(e)(i), if, by utilizing other risk attributesthat historically correlate (consistent with Bank’s past practice) to thelikelihood of Net Write-Offs, such subgroup of Accounts within such ten (10) pointNext Gen score band has a Rolling 12 Month Receivables Net Write-Off Ratio ofgreater than [***] (or [***] in the event NMG exercises the Incremental LossSharing Option in accordance with 7.1(e)(i)), asset forth in the reportprovided by Bank to NMG (Example attached as Exhibit E.).”

 

5.              The existing Section 7.1(d) isamended by striking the existing Section 7.1(d) and replacing it withthe following new Section 7.1(d):

 

“(d) On each “Report Date” reflected on Schedule 7.1(d), Bank willdeliver to NMG a calculation of (i) the Risk Adjusted Margin, the NetWrite-Off Ratio, the Receivables Net Write-Off Ratio, the Rolling 12 MonthReceivables Net Write-Off Ratio, Variable Break-Even Margin, Third COT FinanceCharge Income and each component of each of the foregoing (including, in thecase of Gross Financing Income, separately reported amounts in respect offinance charges, late fees and fee waivers), in each case calculated as if theReference Period were the period indicated as such in such Schedule and (ii) thedollar amount that would be payable by Bank to NMG (or by NMG to Bank) pursuantto each of Section 9.1(a)(vii)(A) and (B) and 9.1(a)(viii) ifsuch payment were due in respect of the reported period.  Such calculations shall be in such form andshall reflect such detail with respect to each of the foregoing items, and eachcomponent thereof) as shall be mutually agreed upon by the Parties.  The financial information set forth in suchreports from Bank is derived from its General Ledger (GL) and/or its supportingfinancial accounting subsystems.”

 

6.              The existingSchedule 7.1(d) is amended by striking the existing Schedule 7.1(d), andreplacing with the new Schedule 7.1(d) attached hereto.

 

7.              The followingshall be added as the new Sections 7.1(e)(i) and (ii) of theAgreement:

 

“(i) Bankwill monitor the Rolling 12 Month Receivables Net Write-Off Ratio and report toNMG within three (3) Business Days of such ratio reaching [***], andthereafter Bank will report in writing and certify the previous month’s Rolling12 Month Receivables Net Write-Off Ratio to NMG by noon Central Standard Timeon the following Business Day.  If theRolling 12 Month Receivables Net Write-Off Ratio exceeds [***] as reported andcertified by Bank, NMG may, at its sole discretion, exercise its right to pay[***] of the Optional Shared Receivables Write-Off Amount in accordance with Section 9.1(a)(xi)(the “Incremental Loss Sharing Option”) by notifying Bank in writing withinthree (3) Business Days of first receiving notice in writing from Bank ofthe Rolling 12 Month Receivables Net Write-Off Ratio exceeding [***]. In orderto

 

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exercisethe Incremental Loss Sharing Option, within thirty (30) days of notifying Bank,NMG must secure the Optional Letter of Credit in an amount equal to: (x) [***]multiplied by (y) Reference Period Average Gross Receivables.  The Optional Letter of Credit shall serve assecurity for the performance by NMG of its obligation under Section 9.1(a)(xi)to the extent NMG exercises its Incremental Loss Sharing Option and may bedrawn on solely by Bank after [***] if any amounts payable by NMG under Section 9.1(a)(xi)are not paid by NMG on [***].

 

(ii) IfNMG fails to provide the Optional Letter of Credit in accordance with theAgreement, including but not limited to Section 7.I(e)(i), withoutlimiting any remedies afforded to Bank, NMG shall thereby waive the right toexercise the Incremental Loss Sharing Option and Bank may immediately implementRisk Management Policy changes in accordance with section 3.2(g)(vi).

 

8.              Section 9.I(a)(ix) shallbe renumbered to be Section 9.1(a)(xii) of the Agreement, and shall beamended to read as follows:

 

“(xii)Set forth on Schedule 9.I(a)(xii), are illustrative calculations of thepayments described in clauses (vii), (viii), (ix) and (x) above.”

 

9.              The existingSchedule 9.I(a)(ix) is amended by striking the existing Schedule 9.1(a)(ix) andreplacing it with the new Schedule 9.1(a)(ix) attached hereto.

 

10. The following shall beadded as new Sections 9.1(a)(ix), (x) and (xi) of the Agreement:

 

“(ix) Oneach Payment Date set forth on Schedule 9.1(a)(ix) with respect to themeasurement periods set forth on Schedule 9.1(a)(ix), Bank will pay NMG [***]of the Third COT Finance Charge Income less [***] of the Third COT IncrementalNet Write Offs.

 

(x) NMGwill pay Bank [***] of the Base Shared Receivables Write-Off Amount, if any,with respect to the 10th Amendment Measurement Period, with interimannual payments in respect of the total amount payable (calculated on anestimated basis based on the relevant Reference Period) being reflected on andpaid pursuant to each Year-End Settlement Sheet, and with the final payment inrespect of the 10th Amendment Measurement Period being due andpayable on September 1, 2010; provided, however, that, in calculating anypayment in respect of the total amount owing by NMG pursuant to this clause(x), there shall be deducted from such payment the net amount previously paidby NMG pursuant to this clause (x) (after adding all previous interimpayments and deducting all previous interim refunds. paid by Bank to NMGpursuant to the following sentence of this clause (x).  In the event that the amount owing by NMG toBank pursuant to this clause (x) is less than the net amount already paidby NMG to Bank pursuant to this clause (x) (after applying this sentence),Bank shall refund

 

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toNMG the excess of the net amount previously paid by Bank over the total amountpayable by Bank in respect of the 10th AmendmentMeasurement Period (or the relevant Reference Period, as applicable).  For the avoidance of doubt, in no event shallthe total payments by Bank pursuant to this clause (x) exceed the totalamounts received by it from NMG pursuant to this clause (x).

 

(xi)If NMG exercises the Incremental Loss Sharing Option, NMG will pay Bank [***] of theOptional Shared Receivables Write-Off Amount, if any, with respect to the 10th Amendment Measurement Period, on [***].”

 

Allcapitalized terms not otherwise defined herein shall have the same meaningafforded them in the Agreement. Except as otherwise modified herein, the termsand conditions of the Agreement remain in full forced and effect.

 

AGREEDTO AND EXECUTED on this the 17th day of December 2009.

 
| **HSBC BANK NEVADA, N.A.**        | ** **                 | **HSBC  PRIVATE LABEL CORPORATION** |
|-----------------------------------|----------------------------|-------------------------------------|
|                              | ** **                 | ** **                          | ** ** | ** ** |
|                              | ** **                 | ** **                          | ** ** | ** ** |
| By:                               | /s/  Brian D. Hughes       |                                | By: | /s/  Brian D. Hughes |
| Its:                              | Executive  Vice President  |                                | Its: | Executive  Vice President |
|                              |                       |                                |   |   |
|                              |                       |                                |   |   |
| **THE NEIMAN MARCUS GROUP, INC.** | ** **                 | **BERGDORF  GOODMAN, INC.**         |
|                              | ** **                 | ** **                          | ** ** | ** ** |
|                              | ** **                 | ** **                          | ** ** | ** ** |
| By:                               | /s/  William S. Hough      |                                | By: | /s/  Nelson A. Bangs |
| Its:                              | VP  — Credit Services |                                | Its: | Vice  President |

 

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** **

**Schedule 7.1(d)**

**Reporting**

 

Thecalculation of Risk Adjusted margin, the Net Write-Off Ratio, Variable BreakEven Margin and each component of the forgoing will begin on [***] and will bemeasured quarterly (through the end of the RAM Measurement Period) and paymentswill be contemplated by Section 9.1(a)(vii) and (viii) shall besettled annually based on the below:

 
| **Measurement Period** | ** ** | **Report Date** | ** ** | **Payment Date** |
|------------------------|------------|-----------------|------------|------------------|
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |

 

**Schedule 9.1(a)(ix)**

**Reporting**

 

Thecalculation of the Shared Receivables Write-Off Amount, Third COT FinanceCharge Income, the Third COT Incremental Net Write Offs and each component ofthe forgoing will begin on [***] and will be measuredquarterly (through the end of the 10th AmendmentMeasurement Period) and payments will be contemplated by Section 9.1(a)(vii),(viii), (ix) and (x) shall be settled based on the bellow:

 
| **Measurement Period** | ** ** | **Report Date** | ** ** | **Payment Date** |
|------------------------|------------|-----------------|------------|------------------|
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |
| [***]                  |       | [***]           |       | [***]            |

 

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**Schedule 9.1(a)(xii)**

**Illustrative Calculations**

** **

**2007 Actual Data**

 
| Average  Gross Receivables                           |   | [***]  |
|------------------------------------------------------|--------|--------|
|                                                 |   |   |
| Net Credit Sales                                     |   | [***]  |
| Number of Average Active Accounts                    |   | [***]  |
|                                                 |   |   |
| Gross  Finance Income                                |   | [***]  |
|                                                 |   |   |
| Less Cost of Funds (actual internal charge)          |   | [***]  |
| Less Net Write-Offs                                  |   | [***]  |
|                                                 |   | [***]  |
|                                                 |   |   |
|                                                 |   | [***]  |
|                                                 |   |   |
| Increased  late fee due to 6th amendment Adjust |   | [***]  |
|                                                 |   | [***]  |
|                                                 |   |   |
| Risk  Adjusted Margin                                |   | [***]  |

 

**Variable Margin**

 
| Gross  Finance Income**             |   | [***] |
|-------------------------------------|--------|-------|
| Less  Cost of Funds*                |   | [***] |
| Less  Net Write-Offs                |   | [***] |
| Less  All Payments Bank paid to NMG |   | [***] |
| Less  Fraud Loss                    |   | [***] |
| Less  Marketing Expense             |   | [***] |
| Less Standard Variable Expenses     |   | [***] |
| Variable  Margin                    |   | [***] |

 

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*Avg1 months Libor for 2007 +20 bps=[***] times [***] of GrossReceivables ([***]).

**Includes income from [***].

 

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**Example of 2010 Year EndSettlement**

 

 

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**Exhibit D**

 

**Exhibit D — 12mo average balance to cumulative Net CO**

 
| **FICO**  | ** ** | **All  Accounts as of 31  Dec 2007** | ** ** | **Avg  Balance  (January 08 -  December 08)** | ** ** | **Cum Net  Charge-  offs (January 08 -  December 08** | ** ** | **% net  CO/Avg  Balance** |
|-----------|------------|--------------------------------------|------------|---------------------------------------------------------|------------|-----------------------------------------------------------------|------------|----------------------------|
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| [***]     |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |
| **Total** |       | [***]                                |       | [***]                                                   |       | [***]                                                           |       | [***]                      |

 

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**Exhibit E**

 

**Exhibit E— 12 mo average balance cumulative**

 
| **Vintage** | ** ** | **Avg  Balance  January 08-  December 08)** | ** ** | **Cum Net  Charge-  Offs (January 08-  December 08_** | ** ** | **% Net CO  / Avg  Balance** |
|-------------|------------|-------------------------------------------------------|------------|-----------------------------------------------------------------|------------|------------------------------|
| [***]       |       | [***]                                                 |       | [***]                                                           |       | [***]                        |
| [***]       |       | [***]                                                 |       | [***]                                                           |       | [***]                        |
| [***]       |       | [***]                                                 |       | [***]                                                           |       | [***]                        |
| [***]       |       | [***]                                                 |       | [***]                                                           |       | [***]                        |
| [***]       |       | [***]                                                 |       | [***]                                                           |       | [***]                        |

 

[***]

[***]

 

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