**Exhibit 4.7**

 

$1,200,000,000

 

**NEWTONACQUISITION MERGER SUB, INC.**

 

**$700,000,0009%/9****3****/****4****% Senior Notes due 2015$500,000,000 10****3****/****8****% Senior Subordinated Notes due 2015**

 

**REGISTRATIONRIGHTS AGREEMENT**

 

October 6, 2005

 
| CREDIT SUISSE FIRST BOSTON LLC             |
|--------------------------------------------|
| DEUTSCHE BANK SECURITIES INC.              |
| BANC OF AMERICA SECURITIES LLC             |
| GOLDMAN, SACHS & CO.,             |
|   c/o Credit Suisse First Boston LLC, |
| Eleven Madison Avenue,                     |
| New York, N.Y. 10010-3629                  |

 

DearSirs:

 

NewtonAcquisition Merger Sub, Inc., a Delaware corporation (the “**Merger Sub**”), proposes to issue and sell toCredit Suisse First Boston LLC, Deutsche Bank Securities Inc., Banc of AmericaSecurities LLC and Goldman, Sachs & Co. (collectively, the “**Initial Purchasers**”), upon the terms setforth in a purchase agreement dated September 28, 2005 (the “**Purchase Agreement**”), $700,000,000principal amount of its 9%/93⁄4% Senior Notes due 2015 (the “**Senior Notes**”), and $500,000,000 principalamount of its 103/8% Senior Subordinated Notesdue 2015 (the “**Senior Subordinated Notes**”and, together with the Senior Notes, the “**InitialSecurities**”) to be unconditionally guaranteed (the “**Guarantees**”) by Newton Acquisition Inc. (“**Holdings**”) and, immediately following theMerger (as defined in the Purchase Agreement), by each of the subsidiaryguarantors listed in Schedule I hereto (collectively, and together withHoldings, the “**Guarantors**” and,together with the Issuer (as defined below), the “**Company**”). As used in this Agreement, the term “**Issuer**” means, prior to the Merger, MergerSub and, thereafter, The Neiman Marcus Group, Inc., a Delawarecorporation. The Initial Securities will be issued pursuant to separateIndentures, each dated as of October 6, 2005, (each, an “**Indenture**”) among the Issuer, theGuarantors and Wells Fargo Bank, National Association, as trustee (the “**Trustee**”). As an inducement to the InitialPurchasers to enter into the Purchase Agreement, the Company agrees with theInitial Purchasers, for the benefit of the holders of the Initial Securities(including, without limitation, the Initial Purchasers), the ExchangeSecurities (as defined below) and the Private Exchange Securities (as definedbelow) (collectively the “**Holders**”)and each Market Maker (as defined below) as follows:

 

1.  *Registered Exchange Offer*.  TheCompany shall, at its own cost, use its reasonable best efforts to prepare andfile with the Securities and Exchange Commission (the “**Commission**”) one or more registrationstatements (collectively, the “**Exchange OfferRegistration Statement**”) on an appropriate form under the SecuritiesAct of 1933, as amended (the “**Securities Act**”),with respect to a proposed offer (the “**RegisteredExchange Offer**”) to the Holders of Transfer Restricted Securities(as defined in Section 7 hereof), who are not prohibited by any law orpolicy of the Commission from participating in the Registered Exchange Offer,to issue and deliver to such Holders, in exchange for the Initial Securities, alike aggregate principal amount of debt securities (the “**Exchange Securities**”) of the Company issuedunder the applicable Indenture and identical in all material respects to theapplicable series of Initial Securities surrendered by such Holder (except forthe transfer restrictions relating to the Initial Securities and the provisionsrelating to the matters described in Section 7 hereof) that would beregistered under the Securities Act.  The Company shall use its reasonablebest efforts to (i) cause such Exchange Offer Registration Statement to bedeclared effective under the Securities Act and (ii) keep the ExchangeOffer Registration Statement effective for not less than 20 business days(or longer, if required by applicable law)

 

----

 

afterthe date notice of the Registered Exchange Offer is mailed to the Holders (suchperiod being called the “**Exchange Offer RegistrationPeriod**”).

 

Ifthe Company effects the Registered Exchange Offer, the Company (i) will beentitled to close the Registered Exchange Offer 20 business days after thecommencement thereof (provided that the Company has accepted all the Initial Securitiestheretofore validly tendered in accordance with the terms of the RegisteredExchange Offer) and (ii) will use its reasonable best efforts toconsummate the Registered Exchange Offer not later than 360 days (or ifthe 360th day isnot a business day, the first business day thereafter) after the date oforiginal issue of the Initial Securities (the “**Issue Date**”) (such 360th day, or the first business day thereafter, the“**Consummation Deadline**”).

 

TheCompany may, in its discretion, accept tenders of Initial Securities forExchange Securities after the date that the Company consummates the RegisteredExchange Offer with respect to Initial Securities tendered as of the date ofinitial consummation and, for purposes of Section 7(a)(ii), the RegisteredExchange Offer shall be deemed to have been consummated notwithstanding anysuch extension of the tender period.

 

Followingthe declaration of the effectiveness of the applicable Exchange OfferRegistration Statement, the Company shall promptly commence the RegisteredExchange Offer for the applicable series of the Initial Securities, it beingthe objective of such Registered Exchange Offer to enable each Holder ofTransfer Restricted Securities electing to exchange the Initial Securities ofsuch series for Exchange Securities of the same series (assuming that suchHolder is not an affiliate of the Company within the meaning of the SecuritiesAct, acquires the Exchange Securities in the ordinary course of such Holder’sbusiness and has no arrangements or understanding with any person toparticipate in the distribution of the Exchange Securities and is notprohibited by any law or policy of the Commission from participating in theRegistered Exchange Offer) to trade such Exchange Securities from and aftertheir receipt without any limitations or restrictions under the Securities Actand without material restrictions under the securities laws of the severalstates of the United States.  The Company’s obligations under eachRegistered Exchange Offer and each Private Exchange shall be subject to theconditions that (i) such Registered Exchange Offer or Private Exchange, asthe case may be, does not violate applicable law or any applicableinterpretation of the staff of the SEC; (ii) no action or proceeding shallhave been instituted or threatened in any court or by any governmental agencywhich might materially impair the ability of the Issuer to proceed with suchRegistered Exchange Offer or Private Exchange, and no material adversedevelopment shall have occurred in any existing action or proceeding withrespect to the Company; and (iii) all governmental approvals that theCompany deems necessary for the consummation of such Registered Exchange Offeror Private Exchange shall have been obtained.

 

TheCompany acknowledges that, pursuant to current interpretations by theCommission’s staff of Section 5 of the Securities Act, in the absence ofan applicable exemption therefrom, (i) each Holder which is a broker ordealer registered under the Exchange Act of 1934, as amended (the “**Exchange Act**”) (a “broker-dealer”) electingto exchange Initial Securities, acquired for its own account as a result ofmarket making activities or other trading activities, for Exchange Securities(an “**Exchanging Dealer**”), isrequired to deliver a prospectus containing the information set forth in(a) Annex A hereto on the cover, (b) Annex B hereto in the “ExchangeOffer Procedures” section and the “Purpose of the Exchange Offer” section,and (c) Annex C hereto in the “Plan of Distribution” section of suchprospectus in connection with a sale of any such Exchange Securities receivedby such Exchanging Dealer pursuant to the Registered Exchange Offer and(ii) an Initial Purchaser that elects to sell Private Exchange Securities(as defined below) acquired in exchange for Initial Securities constituting anyportion of an unsold allotment is required to deliver a prospectus containingthe information required by Items 507 or 508 of Regulation S-K under theSecurities Act, as applicable, in connection with such sale.  Allreferences in this Agreement to “prospectus” shall, except when contextotherwise requires, include any prospectus (or amendment or supplement thereto)filed with the Commission pursuant to Section 4 of this Agreement.

 

TheCompany shall use its reasonable best efforts to keep each Exchange OfferRegistration Statement effective and to amend and supplement the prospectuscontained therein, in order to permit such prospectus to be lawfully deliveredby all persons subject to the prospectus delivery requirements of theSecurities Act for such period of time as such persons must comply with suchrequirements in order to resell

 

2

----

 

theExchange Securities; provided, however, that (i) in the case where suchprospectus and any amendment or supplement thereto must be delivered by anExchanging Dealer or an Initial Purchaser, such period shall be the lesser of180 days (or such shorter period during which such person is required byapplicable law to deliver such prospectus) and the date on which all ExchangingDealers and the Initial Purchasers have sold all Exchange Securities held bythem (unless such period is extended pursuant to Section 3(j) below)and (ii) the Company shall make such prospectus and any amendment orsupplement thereto, available to any broker-dealer or other person with similarprospectus delivery requirements for use in connection with any resale of anyseries of Exchange Securities for a period of not less than 90 days after theeffective date of the Exchange Offer Registration Statement relating to suchseries (or such shorter period during which such persons are required byapplicable law to deliver such prospectus).

 

If,upon consummation of each Registered Exchange Offer, any Initial Purchaserholds Initial Securities acquired by it as part of its initial distribution,the Company, simultaneously with the delivery of the Exchange Securitiespursuant to the Registered Exchange Offer, shall issue and deliver to suchInitial Purchaser upon the written request of such Initial Purchaser, inexchange (the “**Private Exchange**”)for the Initial Securities held by such Initial Purchaser, a like principalamount of debt securities of the Company issued under the applicable Indentureand identical in all material respects (including the existence of restrictionson transfer under the Securities Act and the securities laws of the severalstates of the United States, but excluding provisions relating to the mattersdescribed in Section 7 hereof) to the Initial Securities (the “**Private Exchange Securities**”).  TheInitial Securities, the Exchange Securities and the Private Exchange Securitiesare herein collectively called the “**Securities**”.

 

Inconnection with each Registered Exchange Offer, the Company shall:

 

(a)  mail to eachHolder a copy of the prospectus forming part of the applicable Exchange OfferRegistration Statement, together with an appropriate letter of transmittal andrelated documents;

 

(b)  keep theapplicable Registered Exchange Offer open for not less than 30 days (or longer,if required by applicable law) after the date notice thereof is mailed to theHolders;

 

(c)  utilize theservices of a depositary for the applicable Registered Exchange Offer with anaddress in the Borough of Manhattan, The City of New York, which may be theTrustee or an affiliate of the Trustee;

 

(d)  permitHolders to withdraw tendered Securities at any time prior to the close ofbusiness, New York time, on the last business day on which the applicable RegisteredExchange Offer shall remain open; and

 

(e)  otherwisecomply with all applicable laws.

 

Assoon as practicable after the close of the applicable Registered Exchange Offeror the applicable Private Exchange, as the case may be, the Company shall:

 

(x)  accept forexchange all the Initial Securities validly tendered and not withdrawn pursuantto such Registered Exchange Offer and such Private Exchange;

 

(y)  deliver tothe Trustee for cancellation all the Initial Securities so accepted forexchange; and

 

(z)  cause theTrustee to authenticate and deliver promptly to each Holder of the InitialSecurities, Exchange Securities or Private Exchange Securities of each series,as the case may be, equal in principal amount to the Initial Securities of suchseries of such Holder so accepted for exchange.

 

EachIndenture will provide that the Exchange Securities will not be subject to thetransfer restrictions set forth in the applicable Indenture and that all theSecurities issued pursuant to such Indenture

 

3

----

 

willvote and consent together on all matters as one class and that none of theSecurities will have the right to vote or consent as a class separate from oneanother on any matter.

 

Intereston each Exchange Security and Private Exchange Security issued pursuant to eachRegistered Exchange Offer and in each Private Exchange will accrue from thelast interest payment date on which interest was paid on the Initial Securitiessurrendered in exchange therefor or, if no interest has been paid on theInitial Securities, from the Issue Date.

 

EachHolder participating in each Registered Exchange Offer shall be required torepresent to the Company that at the time of the consummation of the applicableRegistered Exchange Offer that: (i) any Exchange Securities received bysuch Holder will be acquired in the ordinary course of business, (ii) suchHolder will have no arrangements or understanding with any person toparticipate in the distribution (within the meaning of the Securities Act) ofthe Exchange Securities, (iii) such Holder is not an “affiliate,” asdefined in Rule 405 of the Securities Act, of the Company or if it is an “affiliate”,such Holder will comply with the registration and prospectus delivery requirementsof the Securities Act to the extent applicable, (iv) if such Holder is nota broker-dealer, that it is not engaged in, and does not intend to engage in,the distribution of the Exchange Securities and (v) if such Holder is abroker-dealer, that it will receive Exchange Securities for its own account inexchange for Initial Securities that were acquired as a result of market-makingactivities or other trading activities and that it will comply with theapplicable provisions of the Securities Act (including, but not limited todelivery of a prospectus in connection with any resale of such ExchangeSecurities).

 

Uponconsummation of the Registered Exchange Offer in accordance with thisSection 2 with respect to each series of the Initial Securities, the provisionsof this Agreement shall continue to apply solely with respect to TransferRestricted Securities of such series that are Private Exchange Securities, asto which Section 2 is applicable and Exchange Securities of such seriesheld by Participating Broker-Dealers, and the Company shall have no furtherobligation to register any other Securities of such series pursuant hereto.

 

2.  *Shelf Registration*.  If,(i) because of any change in law or in applicable interpretations of thestaff of the Commission, the Company is not permitted to effect a RegisteredExchange Offer, as contemplated by Section 1 hereof, (ii) for anyother reason a Registered Exchange Offer is not consummated within360 days of the Issue Date, (iii) any Initial Purchaser shall notifythe Company following consummation of the applicable Registered Exchange Offerthat the Initial Securities (or the Private Exchange Securities) held by it arenot eligible to be exchanged for Exchange Securities in such RegisteredExchange Offer or (iv) any Holder (other than an Exchanging Dealer)notifies the Company within 30 days after the consummation of the applicableRegistered Exchange Offer that it is prohibited by law or Commission policyfrom participating in such Registered Exchange Offer or, in the case of anyHolder (other than an Exchanging Dealer) that participates in such RegisteredExchange Offer, such Holder may not resell the Exchange Securities acquired byit in such Registered Exchange Offer to the public without delivering aprospectus and so notifies the Company within 30 days after such Holder firstbecomes aware of such restrictions, the Company shall take the followingactions:

 

(a)  The Companyshall, at its cost, promptly file with the Commission and thereafter shall useits reasonable best efforts to, no later than 360 days after the Issue Date (orif the 360th day is not a business day, the first businessday thereafter) (such 360th day, or the first business daythereafter, as the case may be, being an “**EffectivenessDeadline**”), cause to be declared effective under the Securities Acta registration statement (the “**ShelfRegistration Statement**” and, together with the applicable ExchangeOffer Registration Statement and any applicable Market Making RegistrationStatement (as defined below), a “**RegistrationStatement**”) on an appropriate form under the Securities Act relatingto the offer and sale of the Transfer Restricted Securities of each series bythe Holders thereof from time to time in accordance with the methods ofdistribution set forth in the applicable Shelf Registration Statement andRule 415 under the Securities Act (hereinafter, the “**Shelf Registration**”); provided, however,that no Holder (other than an Initial Purchaser) shall be entitled to have theSecurities held by it covered by such Shelf Registration Statement unless suchHolder agrees in writing to be bound by all the provisions of this Agreementapplicable to such Holder.

 

4

----

 

(b)  The Companyshall use its reasonable best efforts to keep each Shelf Registration Statementcontinuously effective in order to permit the prospectus included therein to belawfully delivered by the Holders of the relevant Securities, for a period oftwo years (or for such longer period if extended pursuant to Section 3(j) below)from the Issue Date or such shorter period that will terminate when all theSecurities covered by such Shelf Registration Statement (i) have been soldpursuant thereto or (ii) are no longer restricted securities (as definedin Rule 144 under the Securities Act, or any successorrule thereof).  The Company shall be deemed not to have used itsreasonable best efforts to keep each Shelf Registration Statement effectiveduring the requisite period if it voluntarily takes any action that wouldresult in Holders of Securities covered thereby not being able to offer andsell such Securities during that period, unless such action is required byapplicable law or is taken pursuant to Section 3(j) hereof.

 

(c)  Notwithstandingany other provisions of this Agreement to the contrary, the Company shall causeeach Shelf Registration Statement and the related prospectus and any amendmentor supplement thereto, as of the effective date of such Shelf RegistrationStatement, amendment or supplement, (i) to comply in all material respectswith the applicable requirements of the Securities Act and the rules andregulations of the Commission and (ii) not to contain any untrue statementof a material fact or omit to state a material fact required to be statedtherein or necessary in order to make the statements therein, in light of thecircumstances under which they were made, not misleading.

 

Notwithstanding any other provisions of thisAgreement to the contrary, at any time, the Company may delay the filing of anyShelf Registration Statement or delay or suspend the effectiveness thereof, fora reasonable period of time, but not in excess of 60 consecutive days with nomore than three such delays in filing or delays or suspension of effectivenessduring any calendar year (each, a “**ShelfSuspension Period**”), if the Company determines reasonably and ingood faith that the filing of any such Shelf Registration Statement or thecontinuing effectiveness thereof would require the disclosure of non-publicmaterial information that, in the reasonable judgment of the Board of Directorsof the Company, would be detrimental to the Company if so disclosed or wouldotherwise materially adversely affect a financing, acquisition, disposition,merger or other material transaction or such action is required by applicablelaw.

 

3.  *Registration Procedures*.  Inconnection with any Shelf Registration contemplated by Section 2 hereofand, to the extent applicable, any Registered Exchange Offer contemplated bySection 1 hereof, the following provisions shall apply:

 

(a)  The Companyshall (i) furnish to each Initial Purchaser, prior to the filing thereofwith the Commission to the extent reasonably practicable, a copy of theapplicable Registration Statement and each amendment thereof and eachsupplement, if any, to the prospectus included therein and, in the event thatan Initial Purchaser (with respect to any portion of an unsold allotment fromthe original offering) is participating in such Registered Exchange Offer orsuch Shelf Registration Statement, the Company shall use its reasonable bestefforts to reflect in each such document, when so filed with the Commission,such comments as such Initial Purchaser reasonably may propose;(ii) include the information set forth in Annex A hereto on the cover, inAnnex B hereto in the “Exchange Offer Procedures” section and the “Purposeof the Exchange Offer” section and in Annex C hereto in the “Plan ofDistribution” section of the prospectus forming a part of the Exchange OfferRegistration Statement and include the information set forth in Annex D heretoin the Letter of Transmittal delivered pursuant to the Registered ExchangeOffer; (iii) if requested by an Initial Purchaser, include the informationrequired by Items 507 or 508 of Regulation S-K under the Securities Act, asapplicable, in the prospectus forming a part of the applicable Exchange OfferRegistration Statement; (iv) include within the prospectus contained inthe applicable Exchange Offer Registration Statement a section entitled “Planof Distribution,” reasonably acceptable to the Initial Purchasers, which shallcontain a summary statement of the positions taken or policies made by thestaff of the Commission with respect to the potential “underwriter” status ofany broker-dealer that is the beneficial owner (as defined in Rule 13d-3under the Exchange Act) of Exchange Securities received by such broker-dealerin the Registered Exchange Offer (a “**ParticipatingBroker-Dealer**”), whether such positions or policies have beenpublicly disseminated by the staff of the Commission or such positions orpolicies, in the

 

5

----

 

reasonable judgment of the Initial Purchasers basedupon advice of counsel (which may be in-house counsel), represent theprevailing views of the staff of the Commission; and (v) in the case of aShelf Registration Statement, include the names of the Holders, who propose tosell Securities pursuant to such Shelf Registration Statement, as selling securityholders.

 

(b)  The Companyshall give written notice to the Initial Purchasers, the Holders of theSecurities and any Participating Broker-Dealer from whom the Company hasreceived prior written notice that it will be a Participating Broker-Dealer inthe applicable Registered Exchange Offer (which notice pursuant to clauses(ii)-(v) hereof shall be accompanied by an instruction to suspend the useof the prospectus until the requisite changes have been made):

 

(i)  when theapplicable Registration Statement or any amendment thereto has been filed withthe Commission and when the applicable Registration Statement or anypost-effective amendment thereto has become effective;

 

(ii)  of anyrequest by the Commission for amendments or supplements to the applicable RegistrationStatement or the prospectus included therein or for additional information;

 

(iii)  of theissuance by the Commission of any stop order suspending the effectiveness ofthe applicable Registration Statement or the initiation of any proceedings forthat purpose;

 

(iv)  of thereceipt by the Company or its legal counsel of any notification with respect tothe suspension of the qualification of the Securities for sale in anyjurisdiction or the initiation or threatening of any proceeding for such purpose;and

 

(v)  of thehappening of any event that requires the Company to make changes in theapplicable Registration Statement or the prospectus in order that theapplicable Registration Statement or the prospectus do not contain an untruestatement of a material fact nor omit to state a material fact required to bestated therein or necessary to make the statements therein (in the case of theprospectus, in light of the circumstances under which they were made) notmisleading.

 

(c)  The Companyshall use its reasonable best efforts to obtain the withdrawal at the earliestpossible time of any order suspending the effectiveness of each RegistrationStatement.

 

(d)  The Companyshall furnish to each Holder of Securities included within the coverage of eachShelf Registration, without charge, if the Holder so requests in writing, atleast one copy of the applicable Shelf Registration Statement and anypost-effective amendment thereto, including financial statements and schedules,and, if the Holder so requests in writing, all exhibits thereto (includingthose, if any, incorporated by reference).

 

(e)  The Companyshall deliver to each Exchanging Dealer, upon its request, and each InitialPurchaser, and to any other Holder who so requests, without charge, at leastone copy of the applicable Exchange Offer Registration Statement and anypost-effective amendment thereto, including financial statements and schedules,and, if any Initial Purchaser or any such Holder requests, all exhibits thereto(including those incorporated by reference).

 

(f)  The Companyshall, during each Shelf Registration Period, deliver to each Holder ofSecurities included within the coverage of the applicable Shelf Registration,without charge, as many copies of the prospectus (including each preliminaryprospectus) included in the applicable Shelf Registration Statement and anyamendment or supplement thereto as such person may reasonably request. TheCompany consents, subject to the provisions of this Agreement, to the use ofthe prospectus or any amendment or supplement thereto by each of the sellingHolders of the Securities in connection with the offering and sale of theSecurities covered by the prospectus, or any amendment or supplement thereto,included in the applicable Shelf Registration Statement.

 

6

----

 

(g)  The Companyshall deliver to each Initial Purchaser, any Exchanging Dealer, anyParticipating Broker-Dealer and such other persons required to deliver aprospectus following each Registered Exchange Offer, without charge, as manycopies of the final prospectus included in the applicable Exchange OfferRegistration Statement and any amendment or supplement thereto as such personsmay reasonably request.  The Company consents, subject to the provisionsof this Agreement, to the use of the prospectus or any amendment or supplementthereto by any Initial Purchaser, if necessary, any Exchanging Dealer, anyParticipating Broker-Dealer and such other persons required to deliver aprospectus following the applicable Registered Exchange Offer in connectionwith the offering and sale of the Exchange Securities covered by theprospectus, or any amendment or supplement thereto, included in such ExchangeOffer Registration Statement.

 

(h)  Prior to anypublic offering of the Securities, pursuant to any Registration Statement, theCompany shall register or qualify or cooperate with the Holders of theSecurities included therein and their respective counsel in connection with theregistration or qualification of the Securities for offer and sale under thesecurities or “blue sky” laws of such states of the United States as any Holderof the Securities reasonably requests in writing and do any and all other actsor things necessary or advisable to enable the offer and sale in suchjurisdictions of the Securities covered by such Registration Statement;provided, however, that the Company shall not be required to (i) qualifygenerally to do business in any jurisdiction where it is not then so qualifiedor (ii) take any action which would subject it to general service ofprocess or to taxation in any jurisdiction where it is not then so subject.

 

(i)  The Companyshall cooperate with the Holders of the Securities to facilitate the timelypreparation and delivery of certificates representing the Securities to be soldpursuant to any Registration Statement free of any restrictive legends and insuch denominations and registered in such names as the Holders may request areasonable period of time prior to sales of the Securities pursuant to suchRegistration Statement.

 

(j)  Upon theoccurrence of any event contemplated by paragraphs (ii) through(v) of Section 3(b) above during the period for which theCompany is required to maintain an effective Registration Statement, theCompany shall promptly prepare and file a post-effective amendment to eachRegistration Statement or a supplement to the related prospectus and any otherrequired document so that, as thereafter delivered to Holders of the Securitiesor purchasers of Securities, the prospectus will not contain an untruestatement of a material fact or omit to state any material fact required to bestated therein or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading.  If the Companynotifies the Initial Purchasers, the Holders of the Securities and any knownParticipating Broker-Dealer in accordance with paragraphs (ii) through(v) of Section 3(b) above to suspend the use of the prospectusuntil the requisite changes to the prospectus have been made, then the InitialPurchasers, the Holders of the Securities and any such ParticipatingBroker-Dealers shall suspend use of such prospectus, and the period ofeffectiveness of the applicable Shelf Registration Statement provided for inSection 2(b) above and the applicable Exchange Offer RegistrationStatement provided for in Section 1 above shall each be extended by thenumber of days from and including the date of the giving of such notice to andincluding the date when the Initial Purchasers, the Holders of the Securitiesand any known Participating Broker-Dealer shall have received such amended orsupplemented prospectus pursuant to this Section 3(j).

 

(k)  Not laterthan the effective date of the applicable Registration Statement, the Companywill provide a CUSIP number for the Initial Securities, the Exchange Securitiesor the Private Exchange Securities, as the case may be, and provide theapplicable trustee with printed certificates for the Initial Securities, theExchange Securities or the Private Exchange Securities, as the case may be, ina form eligible for deposit with The Depository Trust Company.

 

(l)  The Companywill comply with all rules and regulations of the Commission to the extentand so long as they are applicable to each Registered Exchange Offer or eachShelf Registration and will make generally available to its security holders(or otherwise provide in accordance with Section 11(a) of theSecurities Act) an earnings statement satisfying the

 

7

----

 

provisions of Section 11(a) of theSecurities Act, no later than 45 days after the end of a 12-month period (or 90days, if such period is a fiscal year) beginning with the first month of theCompany’s first fiscal quarter commencing after the effective date of theRegistration Statement, which statement shall cover such 12-month period.

 

(m)  The Companyshall cause the Indentures to be qualified under the Trust Indenture Act of1939, as amended (the “**Trust Indenture Act**”),in a timely manner and containing such changes, if any, as shall be necessaryfor such qualification.  In the event that such qualification wouldrequire the appointment of a new trustee under either Indenture, the Companyshall appoint a new trustee thereunder pursuant to the applicable provisions ofthe relevant Indenture.

 

(n)  The Companymay require each Holder of Securities to be sold pursuant to any ShelfRegistration Statement to furnish to the Company such information regarding theHolder and the distribution of the Securities as the Company may from time totime reasonably require for inclusion in the Shelf Registration Statementincluding requiring the Holder to properly complete and execute any sellingsecurity holder notices and questionnaires, and any amendments or supplementsthereto, that it may reasonably deem necessary or appropriate, and the Companymay exclude from such registration the Securities of any Holder thatunreasonably fails to furnish such information within a reasonable time afterreceiving such request.

 

(o)  The Companyshall enter into such customary agreements (including, if requested, anunderwriting agreement in customary form) and take all such other action, ifany, as Holders of 20% in principal amount of the Securities registered underthe Shelf Registration (such Holders being “Significant Holders”) shallreasonably request in order to facilitate the disposition of the Securitiespursuant to any Shelf Registration.

 

(p)  In the caseof any underwritten offering pursuant to Shelf Registration, the Company shall(i) make reasonably available for inspection by the Holders of theSecurities, any underwriter participating in any disposition pursuant to theapplicable Shelf Registration Statement and any attorney, accountant or otheragent retained by the Holders of the Securities or any such underwriter allrelevant financial and other records, pertinent corporate documents andproperties of the Company and (ii) cause the Company’s officers,directors, employees, accountants and auditors to supply all relevantinformation reasonably requested by the Holders of the Securities or any suchunderwriter, attorney, accountant or agent in connection with the applicableShelf Registration Statement, in each case, as shall be reasonably necessary toenable such persons, to conduct a reasonable investigation within the meaningof Section 11 of the Securities Act; provided, however, that the foregoinginspection and information gathering shall be coordinated on behalf of theInitial Purchasers by you and on behalf of the other parties, by one counseldesignated by and on behalf of such other parties as described inSection 5 hereof.

 

(q)  In the caseof any underwritten offering pursuant to Shelf Registration, the Company, ifrequested by any Significant Holders of Securities covered thereby, shall cause(i) its counsel to deliver an opinion and updates thereof relating to theSecurities in customary form addressed to such Holders and the ManagingUnderwriters (as defined below), if any, thereof and dated, in the case of theinitial opinion, the effective date of such Shelf Registration Statement (itbeing agreed that the matters to be covered by such opinion shall include,without limitation, the due incorporation and good standing of the Company andits subsidiaries; the qualification of the Company and its subsidiaries totransact business as foreign corporations; the due authorization, execution anddelivery of the relevant agreement of the type referred to in Section 3(o) hereof;the due authorization, execution, authentication and issuance, and the validityand enforceability, of the applicable Securities; the absence of material legalor governmental proceedings involving the Company and its subsidiaries; the absenceof governmental approvals required to be obtained in connection with theapplicable Shelf Registration Statement, the offering and sale of theapplicable Securities, or any agreement of the type referred to inSection 3(o) hereof; the compliance as to form of such ShelfRegistration Statement and any documents incorporated by reference therein andof the Indentures with the requirements of the Securities Act and the TrustIndenture Act, respectively; and, as of the date of the opinion and as of the effectivedate of the applicable Shelf

 

8

----

 

Registration Statement or most recent post-effectiveamendment thereto, as the case may be, the absence from such Shelf RegistrationStatement and the prospectus included therein, as then amended or supplemented,and from any documents incorporated by reference therein of an untrue statementof a material fact or the omission to state therein a material fact required tobe stated therein or necessary to make the statements therein not misleading(in the case of any such documents, in the light of the circumstances existingat the time that such documents were filed with the Commission under theExchange Act); (ii) its officers to execute and deliver all customary documentsand certificates and updates thereof requested by any underwriters of theapplicable Securities and (iii) its independent public accountants and theindependent public accountants with respect to any other entity for whichfinancial information is provided in the Shelf Registration Statement toprovide to the selling Holders of the applicable Securities and any underwritertherefor a comfort letter in customary form and covering matters of the typecustomarily covered in comfort letters in connection with primary underwrittenofferings, subject to receipt of appropriate documentation as contemplated, andonly if permitted, by Statement of Auditing Standards No. 72.

 

(r)  In the caseof the Registered Exchange Offer, if requested by any Initial Purchaser or anyknown Participating Broker-Dealer, the Company shall cause (i) its counselto deliver to such Initial Purchaser or such Participating Broker-Dealer asigned opinion in the form set forth in Section 6(c) of the PurchaseAgreement with such changes as are customary in connection with the preparationof a Registration Statement and (ii) its independent public accountants todeliver to such Initial Purchaser or such Participating Broker-Dealer a comfortletter, in customary form, meeting the requirements as to the substance thereofas set forth in Sections 6(a) and (g) of the Purchase Agreement,with appropriate date changes.

 

(s)  If aRegistered Exchange Offer or a Private Exchange is to be consummated, upondelivery of the Initial Securities by Holders to the Company (or to such otherPerson as directed by the Company) in exchange for the Exchange Securities orthe Private Exchange Securities, as the case may be, the Company shall mark, orcause to be marked, on the Initial Securities so exchanged that such InitialSecurities are being canceled in exchange for the Exchange Securities or thePrivate Exchange Securities, as the case may be; in no event shall the InitialSecurities be marked as paid or otherwise satisfied.

 

(t)  The Companywill use its reasonable best efforts to (a) if the Initial Securities havebeen rated prior to the initial sale of such Initial Securities, confirm suchratings will apply to the Securities covered by a Registration Statement, or(b) if the Initial Securities were not previously rated, cause theSecurities covered by a Registration Statement to be rated with the appropriaterating agencies, if so requested by Holders of a majority in aggregateprincipal amount of Securities covered by such Registration Statement, or bythe Managing Underwriters, if any.

 

(u)  In the eventthat any broker-dealer registered under the Exchange Act shall underwrite anySecurities or participate as a member of an underwriting syndicate or sellinggroup or “assist in the distribution” (within the meaning of the ConductRules (the “**Rules**”) of theNational Association of Securities Dealers, Inc. (“**NASD**”)) thereof, whether as a Holder ofsuch Securities or as an underwriter, a placement or sales agent or a broker ordealer in respect thereof, or otherwise, the Company will assist suchbroker-dealer in complying with the requirements of such Rules, including,without limitation, by (i) if such Rules, including Rule 2720, shallso require, engaging a “qualified independent underwriter” (as defined in Rule 2720)to participate in the preparation of the Registration Statement relating tosuch Securities, to exercise usual standards of due diligence in respectthereto and, if any portion of the offering contemplated by such RegistrationStatement is an underwritten offering or is made through a placement or salesagent, to recommend the yield of such Securities, (ii) indemnifying anysuch qualified independent underwriter to the extent of the indemnification ofunderwriters provided in Section 6 hereof and (iii) providing suchinformation to such broker-dealer as may be required in order for suchbroker-dealer to comply with the requirements of the Rules.

 

(v)  The Companyshall use its reasonable best efforts to take all other steps necessary toeffect the registration of the Securities covered by a Registration Statementcontemplated hereby.

 

9

----

 

4. *Market Making.*(a)  For solong as any of the Securities are outstanding and CSFB (in such capacity, the “**Market Maker**”) or any of its affiliates (asdefined in the rules and regulations of the Commission) owns any equitysecurities of the Company or any of its affiliates and proposes to make amarket in the Securities part of its business in the ordinary course, the followingprovisions shall apply for the sole benefit of the Market Maker:

 

(i) The Company shalluse its reasonable best efforts to (A) on the date that the applicableExchange Offer Registration Statement or, if required hereby, the applicableShelf Registration Statement is filed with the Commission, file a registrationstatement (the “**Market Making RegistrationStatement**”) (which may be the applicable Exchange Offer RegistrationStatement or the applicable Shelf Registration Statement if permitted by therules and regulations of the Commission) and cause such Market MakingRegistration Statement to be declared effective by the Commission on or priorto the consummation of the Registered Exchange Offer or the effective date ofthe Shelf Registration Statement, as applicable; (B) periodically amendsuch Market Making Registration Statement so that the information containedtherein complies with the requirements of Section 10(a) under theSecurities Act; (C) amend the Market Making Registration Statement or amendor supplement the related prospectus when necessary to reflect any materialchanges in the information provided therein; and (D) amend the MarketMaking Registration Statement when required to do so in order to comply withSection 10(a)(3) of the Securities Act; provided, however, that(1) prior to filing the Market Making Registration Statement, anyamendment thereto or any amendment or supplement to the related prospectus, theCompany will to the extent reasonably practicable furnish to the Market Makercopies of all such documents proposed to be filed, which documents will besubject to the review of the Market Maker and its counsel, (2) the Companywill not file the Market Making Registration Statement, any amendment theretoor any amendment or supplement to the related prospectus to which the MarketMaker and its counsel shall reasonably object unless the Company is advised bycounsel that such Market Making Registration Statement, amendment or supplementis required to be filed under applicable securities laws and (3) theCompany will provide the Market Maker and its counsel with copies of the MarketMaking Registration Statement, the related prospectus and each amendment andsupplement thereto filed.

 

(ii) The Company shallnotify the Market Maker and, if requested by the Market Maker, confirm suchadvice in writing, (A) when any Market Making Registration Statement, anypost effective amendment to the Market Making Registration Statement or anyamendment or supplement to the related prospectus has been filed, and, withrespect to any Market Making Registration Statement or any post effectiveamendment, when the same has become effective; (B) of any request by theCommission for any post effective amendment to the Market Making RegistrationStatement, any supplement or amendment to the related prospectus or foradditional information; (C) of the issuance by the Commission of any stoporder suspending the effectiveness of the Market Making Registration Statementor the initiation of any proceedings for that purpose; (D) of the receiptby the Company of any notification with respect to the suspension of thequalification of the Securities for sale in any jurisdiction or the initiationor threatening of any proceedings for such purpose; and (E) of the happeningof any event that makes any statement made in the Market Making RegistrationStatement, the related prospectus or any amendment or supplement thereto untrueor that requires the making of any changes in the Market Making RegistrationStatement, such prospectus or any amendment or supplement thereto, in order tomake the statements therein, in light of the circumstances under which theywere made, not misleading.

 

(iii) If any eventcontemplated by Section 4(a)(ii)(B) through (E) occurs duringthe period for which the Company is required to maintain an effective MarketMaking Registration Statement, the Company shall use its reasonable bestefforts to promptly prepare and file with the Commission a post-effectiveamendment to the Market Making Registration Statement or an amendment orsupplement to the related prospectus or file any other required document sothat the prospectus will not include an untrue statement of a material fact oromit to state a material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, notmisleading.

 

10

----

 

(iv) In the event ofthe issuance of any stop order suspending the effectiveness of the MarketMaking Registration Statement or of any order suspending the qualification ofthe Securities for sale in any jurisdiction, the Company shall promptly use itsreasonable best efforts to obtain its withdrawal.

 

(v) The Company shallfurnish to the Market Maker, without charge, (i) at least one conformedcopy of the Market Making Registration Statement and any post effectiveamendment thereto; and (ii) as many copies of the related prospectus andany amendment or supplement thereto as the Market Maker may reasonably request.

 

(vi) The Company shallconsent to the use of the prospectus contained in the Market MakingRegistration Statement or any amendment or supplement thereto by the MarketMaker in connection with its market making activities.

 

(vii) Notwithstandingthe foregoing provisions of this Section 4, the Company may, if itdetermines reasonably and in good faith that the continuing effectiveness ofthe Market Making Registration Statement would require the disclosure ofnon-public material information that, in the reasonable judgment of the Boardof Directors of the Company, would be detrimental to the Company if sodisclosed or would otherwise materially adversely affect a financing,acquisition, disposition, merger or other material transaction or such actionis required by applicable law, notify the Market Maker in writing that theMarket Making Registration Statement is no longer effective or the prospectusincluded therein is no longer usable for offers and sales of Securities;provided that the use of the Market Making Registration Statement or theprospectus contained therein shall not be suspended for more than 60consecutive days with no more than three such suspensions during any calendaryear. The Market Maker agrees that upon receipt of any notice from the Companypursuant to this Section 4(a)(vii), it will discontinue use of theprospectus contained in the Market Making Registration Statement until receiptof copies of the supplemented or amended prospectus relating thereto or untiladvised in writing by the Company that the use of the prospectus contained inthe Market Making Registration Statement may be resumed.

 

(b) Inconnection with the applicable Market Making Registration Statement, theCompany shall (i) make reasonably available for inspection by arepresentative of, and counsel acting for, the Market Maker all relevantfinancial and other records, pertinent corporate documents and properties ofthe Company and its subsidiaries and (ii) use its reasonable best effortsto have its officers, directors, employees, accountants and counsel supply allrelevant information reasonably requested by such representative or counsel orthe Market Maker.

 

(c) Prior to the effective date of the applicable Market Making RegistrationStatement, the Company shall use its reasonable best efforts to register orqualify the Securities for offer and sale under the securities or blue sky lawsof such jurisdictions as the Market Maker reasonably requests in writing and doany and all other acts or things necessary or advisable to enable the offer andsale in such jurisdictions of the Securities covered by such Market MakingRegistration Statement; provided that the Company shall not be required to(i) qualify as a foreign corporation or other entity or as a dealer insecurities in any jurisdiction where it would not otherwise be required to soqualify, (ii) file any general consent to subject itself to service ofprocess in any such jurisdictions or (iii) subject itself to taxation inany such jurisdiction where it is not then so subject.

 

(d) The Company represents and agrees that each Market Making RegistrationStatement, any post effective amendments thereto, any amendments or supplementsto the related prospectus and any documents filed by them under the ExchangeAct will, when they become effective or are filed with the Commission, as thecase may be, conform in all respects to the requirements of the Securities Actand the Exchange Act and the rules and regulations of the Commissionthereunder and will not, as of the effective date of such Market MakingRegistration Statement or post effective amendments and as of the filing dateof amendments or supplements to such prospectus or filings under the ExchangeAct, contain an untrue statement of a material fact or omit to state a materialfact required to be stated therein or necessary to make the statements therein,in the light of the circumstances under which they were made, not misleading;provided that no representation or warranty is made as to information containedin or omitted from the applicable Market

 

11

----

 

MakingRegistration Statement or the related prospectus in reliance upon and inconformity with written information furnished to the Company by the MarketMaker specifically for inclusion therein, which information the parties heretoagree will be limited to the statements concerning the market making activitiesof the Market Maker to be set forth on the cover page, in the “Plan ofDistribution” and in the analogous sections of the Canadian wrapper, if any, ofthe prospectus (the “**Market Maker’sInformation**”).

 

(e) At the time of effectiveness of the applicable Market Making RegistrationStatement and concurrently with each time such Market Making RegistrationStatement or the related prospectus shall be amended or such prospectus shallbe supplemented, the Company shall (if requested by the Market Maker) furnishthe Market Maker and its counsel with a certificate of its Chief ExecutiveOfficer or any Vice President and a principal financial and accounting officerto the effect that:

 

(i) such Market MakingRegistration Statement has been declared effective; (ii) in the case of anamendment to such Market Making Registration Statement, such amendment hasbecome effective under the Securities Act as of the date and time specified insuch certificate, if applicable; and in the case of an amendment or supplementto the prospectus, such amendment or supplement to the prospectus was filedwith the Commission pursuant to the subparagraph of Rule 424(b) underthe Securities Act specified in such certificate on the date specified therein;(iii) to the knowledge of such officers, no stop order suspending theeffectiveness of the Market Making Registration Statement has been issued andno proceeding for that purpose is pending or threatened by the Commission; and(iv) such officers have carefully examined the Market Making RegistrationStatement and the prospectus (and, in the case of an amendment or supplement,such amendment or supplement) and as of the date of such Market MakingRegistration Statement, prospectus, amendment or supplement, as applicable, theMarket Making Registration Statement and the prospectus, as amended orsupplemented, if applicable, did not include any untrue statement of a materialfact and did not omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading.

 

(f) At the time of effectiveness of the applicable Market Making RegistrationStatement, the Company shall (if requested by the Market Maker) furnish theMarket Maker and its counsel with the written opinion of counsel for theCompany reasonably satisfactory to the Market Maker to the effect that:

 

(i)  such Market MakingRegistration Statement has been declared effective; (ii) in the case of anamendment to such Market Making Registration Statement, such amendment hasbecome effective under the Securities Act as of the date and time specified insuch opinion, if applicable; and in the case of an amendment or supplement tothe prospectus, such amendment or supplement to the prospectus was filed withthe Commission pursuant to the subparagraph of Rule 424(b) under theSecurities Act specified in such opinion on the date specified therein;(iii) to the knowledge of such counsel, no stop order suspending theeffectiveness of such Market Making Registration Statement has been issued andno proceeding for that purpose is pending or threatened by the Commission; and(iv) such counsel has reviewed such Market Making Registration Statementand the prospectus (and, in the case of an amendment or supplement, suchamendment or supplement) and has no reason to believe that (except for thefinancial statements and other financial and statistical data contained thereinas to which such counsel need express no belief) as of the date of such MarketMaking Registration Statement, prospectus, amendment or supplement, asapplicable, such Market Making Registration Statement and the prospectus, asamended or supplemented, if applicable, contained any untrue statement of amaterial fact or omitted to state a material fact required to be stated thereinor necessary to make the statements therein not misleading.

 

(g) At the time of effectiveness of the applicable Market Making RegistrationStatement, the Company shall (if requested by the Market Maker) furnish theMarket Maker and its counsel with a letter of Deloitte & Touche LLP(or other independent public accountants for the Company of nationallyrecognized standing) in form satisfactory to the Market Maker, addressed to theMarket Maker and dated the date of delivery of such letter, (i) confirmingthat they are independent public accountants within the meaning of theSecurities Act and are in compliance with the applicable requirements relatingto the qualification of

 

12

----

 

accountantsunder Rule 2-01 of Regulation S-X of the Commission and (ii) in allother respects, substantially in the form of the letter delivered to theInitial Purchasers pursuant to Sections 6(a) and 6(g) of the PurchaseAgreement.

 

(h) The Company, on the one hand, and the Market Maker, on the other hand, herebyagree to indemnify each other, and, if applicable, contribute to the other, inaccordance with Section 6 of this Agreement.

 

(i) The Company will comply with the provisions of this Section 4 at its ownexpense and will reimburse the Market Maker for its expenses associated withthis Section 4 (including reasonable fees of counsel for the MarketMaker).

 

(j) The agreements contained in this Section 4 and the representations,warranties and agreements contained in this Agreement shall survive all offersand sales of the Securities and shall remain in full force and effect,regardless of any termination or cancellation of this Agreement or anyinvestigation made by or on behalf of any indemnified party.

 

(k) For purposes of this Section 4, (i) any reference to the terms “amend”,“amendment” or “supplement” with respect to the applicable Market MakingRegistration Statement or the prospectus contained therein shall be deemed torefer to and include the filing under the Exchange Act of any document deemedto be incorporated therein by reference and (ii) any reference to the term“Securities” shall be deemed to refer to and include any securities issued inexchange for or with respect to such Securities.

 

5.  *Registration Expenses*.  The Companyshall bear all fees and expenses incurred in connection with the performance ofits obligations under Sections 1 through 4 hereof (including the reasonablefees and expenses, if any, of Cravath, Swaine & Moore LLP, counsel forthe Initial Purchasers, incurred in connection with the Registered ExchangeOffer), whether or not the applicable Exchange Offer Registration Statement ora Shelf Registration is filed or becomes effective, and, in the event of aShelf Registration, shall bear or reimburse the Holders of the Securitiescovered thereby for the reasonable fees and disbursements of one firm ofcounsel designated by the Holders of a majority in principal amount of theInitial Securities covered thereby to act as counsel for the Holders of theInitial Securities in connection therewith.

 

6.  *Indemnification*.  (a)  TheCompany agrees to indemnify and hold harmless (x) each Holder of theSecurities (including the Market Maker), any Participating Broker-Dealer andeach person, if any, who controls such Holder (including the Market Maker) orsuch Participating Broker-Dealer within the meaning of the Securities Act orthe Exchange Act (each Holder, any Participating Broker-Dealer and suchcontrolling persons are referred to collectively as the “**Indemnified Parties**”) from and against anylosses, claims, damages or liabilities, joint or several, or any actions inrespect thereof (including, but not limited to, any losses, claims, damages,liabilities or actions relating to purchases and sales of the Securities) to whicheach Indemnified Party may become subject under the Securities Act, theExchange Act or otherwise, insofar as such losses, claims, damages, liabilitiesor actions arise out of or are based upon any untrue statement or allegeduntrue statement of a material fact contained in a Registration Statement orprospectus or in any amendment or supplement thereto or in any preliminaryprospectus relating to a Shelf Registration, or arise out of, or are basedupon, the omission or alleged omission to state therein a material factrequired to be stated therein or necessary to make the statements therein notmisleading, and shall reimburse, as incurred, the Indemnified Parties for anylegal or other expenses reasonably incurred by them in connection with investigatingor defending any such loss, claim, damage, liability or action in respectthereof; provided, however, that (i) the Company shall not be liable inany such case to the extent that such loss, claim, damage or liability arisesout of or is based upon any untrue statement or alleged untrue statement oromission or alleged omission made in a Registration Statement or prospectus orin any amendment or supplement thereto or in any preliminary prospectusrelating to a Shelf Registration in reliance upon and in conformity withwritten information pertaining to such Holder or Market Maker, respectively,and furnished to the Company by or on behalf of such Holder or Market Maker,respectively, specifically for inclusion therein and (ii) with respect toany untrue statement or omission or alleged untrue statement or omission madein any preliminary prospectus relating to a Shelf Registration Statement, the

 

13

----

 

indemnityagreement contained in this subsection (a) shall not inure to thebenefit of any Holder or Participating Broker-Dealer from whom the personasserting any such losses, claims, damages or liabilities purchased theSecurities concerned, to the extent that a prospectus relating to suchSecurities was required to be delivered by such Holder or ParticipatingBroker-Dealer under the Securities Act in connection with such purchase and anysuch loss, claim, damage or liability of such Holder or ParticipatingBroker-Dealer results from the fact that there was not sent or given to suchperson, at or prior to the written confirmation of the sale of such Securitiesto such person, a copy of the final prospectus if the Company had previouslyfurnished copies thereof to such Holder or Participating Broker-Dealer; and (y) theMarket Maker from and against any and all losses, claims, damages andliabilities (including, without limitation, legal fees and other expensesreasonably incurred in connection with any suit, action or proceeding or anyclaim asserted, as such fees and expenses are incurred), that arise out of, orare based upon, any breach of the Company of its representations, warrantiesand agreements contained in Section 4 of this Agreement; provided further,however, that this indemnity agreement will be in addition to any liabilitywhich the Company may otherwise have to such Indemnified Party.  TheCompany shall also indemnify underwriters, their officers and directors andeach person who controls such underwriters within the meaning of the SecuritiesAct or the Exchange Act to the same extent as provided above with respect tothe indemnification of the Holders of the Securities if requested by suchHolders.

 

(b)  EachHolder of the Securities (including the Market Maker), severally and notjointly, will indemnify and hold harmless the Company and each person, if any,who controls the Company within the meaning of the Securities Act or theExchange Act from and against any losses, claims, damages or liabilities or anyactions in respect thereof, to which the Company or any such controlling personmay become subject under the Securities Act, the Exchange Act or otherwise,insofar as such losses, claims, damages, liabilities or actions arise out of orare based upon any untrue statement or alleged untrue statement of a materialfact contained in a Registration Statement or prospectus or in any amendment orsupplement thereto or in any preliminary prospectus relating to a ShelfRegistration, or arise out of or are based upon the omission or allegedomission to state therein a material fact necessary to make the statementstherein not misleading, but in each case only to the extent that the untruestatement or omission or alleged untrue statement or omission was made inreliance upon and in conformity with written information pertaining to suchHolder or Market Maker Information, respectively, and furnished to the Companyby or on behalf of such Holder or Market Maker, as the case may be,specifically for inclusion therein; and, subject to the limitation set forthimmediately preceding this clause, shall reimburse, as incurred, the Companyfor any legal or other expenses reasonably incurred by the Company or any suchcontrolling person in connection with investigating or defending any loss,claim, damage, liability or action in respect thereof.  This indemnityagreement will be in addition to any liability which such Holder may otherwisehave to the Company or any of its controlling persons.

 

(c)  Promptlyafter receipt by an indemnified party under this Section 6 of notice ofthe commencement of any action or proceeding (including a governmentalinvestigation), such indemnified party will, if a claim in respect thereof isto be made against the indemnifying party under this Section 6, notify theindemnifying party in writing of the commencement thereof; but the failure tonotify the indemnifying party shall not relieve the indemnifying party from anyliability that it may have under subsection (a) or (b) aboveexcept to the extent that it has been materially prejudiced (through theforfeiture of substantive rights or defenses) by such failure; and providedfurther that the failure to notify the indemnifying party shall not relieve itfrom any liability that it may have to an indemnified party otherwise thanunder subsection (a) or (b) above.  In case any such actionis brought against any indemnified party, and it notifies the indemnifyingparty of the commencement thereof, the indemnifying party will be entitled toparticipate therein and, to the extent that it may wish, jointly with any otherindemnifying party similarly notified, to assume the defense thereof, withcounsel reasonably satisfactory to such indemnified party (who shall not,except with the consent of the indemnified party, be counsel to theindemnifying party), and after notice from the indemnifying party to suchindemnified party of its election so to assume the defense thereof theindemnifying party will not be liable to such indemnified party under thisSection 6 for any legal or other expenses, other than reasonable costs ofinvestigation, subsequently incurred by such indemnified party in connectionwith the defense thereof.  In any such proceeding, any indemnified party shallhave the right to retain its own counsel, but the fees and expenses of suchcounsel shall be at the expense of such indemnified party unless (i) theindemnifying party and the indemnified party shall have mutually agreed to thecontrary; (ii) the indemnifying party has failed within a reasonable timeto retain counsel reasonably

 

14

----

 

satisfactoryto the indemnified party; (iii) the indemnified party shall havereasonably concluded that there may be legal defenses available to it that aredifferent from or in addition to those available to the indemnifying party; or(iv) the named parties in any such proceeding (including any impleadedparties) include both the indemnifying party and the indemnified party andrepresentation of both parties by the same counsel would be inappropriate dueto actual or potential differing interests between them.  It is understoodand agreed that the indemnifying party shall not, in connection with anyproceeding or related proceeding in the same jurisdiction, be liable for thefees and expenses of more than one separate firm (in addition to any localcounsel) for all indemnified parties, and that all such fees and expenses shallbe reimbursed as they are incurred.  Any such separate firm for anyInitial Purchaser, its affiliates, directors and officers and any controlpersons of such Initial Purchaser shall be designated in writing by CSFB andany such separate firm for the Company, and any control persons of the Companyshall be designated in writing by the Company.  Any such separate firm forthe Market—Maker shall be designated in writing by the Market—Maker. ** **No indemnifying party shall, withoutthe prior written consent of the indemnified party, effect any settlement ofany pending or threatened action in respect of which any indemnified party isor could have been a party and indemnity could have been sought hereunder bysuch indemnified party unless such settlement (i) includes anunconditional release of such indemnified party from all liability on anyclaims that are the subject matter of such action, and (ii) does notinclude a statement as to or an admission of fault, culpability or a failure toact by or on behalf of any indemnified party.

 

(d)  Ifthe indemnification provided for in this Section 6 is unavailable orinsufficient to hold harmless an indemnified party under subsections(a) or (b) above, then each indemnifying party shall contribute tothe amount paid or payable by such indemnified party as a result of the losses,claims, damages or liabilities (or actions in respect thereof) referred to insubsection (a) or (b) above (i) in such proportion as isappropriate to reflect the relative benefits received by the indemnifying partyor parties on the one hand and the indemnified party on the other from theexchange of the Securities, pursuant to the Registered Exchange Offer, or(ii) if the allocation provided by the foregoing clause (i) is notpermitted by applicable law, in such proportion as is appropriate to reflectnot only the relative benefits referred to in clause (i) above but alsothe relative fault of the indemnifying party or parties on the one hand and theindemnified party on the other in connection with the statements or omissionsthat resulted in such losses, claims, damages or liabilities (or actions inrespect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, amongother things, whether the untrue or alleged untrue statement of a material factor the omission or alleged omission to state a material fact relates toinformation supplied by the Company on the one hand or such Holder or suchother indemnified party or the Market Maker Information, as the case may be, onthe other, and the parties’ relative intent, knowledge, access to informationand opportunity to correct or prevent such statement or omission.  Theamount paid by an indemnified party as a result of the losses, claims, damagesor liabilities referred to in the first sentence of thissubsection (d) shall be deemed to include any legal or other expensesreasonably incurred by such indemnified party in connection with investigatingor defending any action or claim which is the subject of thissubsection (d).  Notwithstanding any other provision of thisSection 6(d), the Holders of the Securities (including the Market Maker)shall not be required to contribute any amount in excess of the amount by whichthe net proceeds received by such Holders from the sale of the Securitiespursuant to a Registration Statement exceeds the amount of damages which suchHolders (or the Market Maker) have otherwise been required to pay by reason ofsuch untrue or alleged untrue statement or omission or alleged omission, norshall such Market Maker be required to contribute any amount of its commissionfrom the market making transactions at issue.  No person guilty offraudulent misrepresentation (within the meaning of Section 11(f) ofthe Securities Act) shall be entitled to contribution from any person who wasnot guilty of such fraudulent misrepresentation.  For purposes of thisparagraph (d), each person, if any, who controls such indemnified party withinthe meaning of the Securities Act or the Exchange Act shall have the samerights to contribution as such indemnified party and each person, if any, whocontrols the Company within the meaning of the Securities Act or the ExchangeAct shall have the same rights to contribution as the Company.

 

(e)  Theagreements contained in this Section 6 shall survive the sale of theSecurities pursuant to a Registration Statement and shall remain in full forceand effect, regardless of any termination or cancellation of this Agreement orany investigation made by or on behalf of any indemnified party.

 

15

----

 

7.  *Additional Interest Under Certain Circumstances*. (a)  Additional interest (the “**AdditionalInterest**”) with respect to the Initial Securities of a given seriesshall be assessed as follows if any of the following events occur in respect ofsuch series (each such event in clauses (i) through (iii) belowa “**Registration Default**”):

 

(i)  any ShelfRegistration Statement (other than a Market Making Registration Statement)required by this Agreement is not declared effective by the Commission on orprior to the applicable Effectiveness Deadline;

 

(ii)  the RegisteredExchange Offer has not been consummated on or prior to the ConsummationDeadline; or

 

(iii)  any RegistrationStatement (other than a Market Making Registration Statement) required by thisagreement has been declared effective and (A) such Registration Statementthereafter ceases to be effective; or (B) such Registration Statement orthe related prospectus ceases to be usable in connection with resales ofTransfer Restricted Securities during the periods specified herein becauseeither (1) any event occurs as a result of which the related prospectusforming part of such Registration Statement would include any untrue statementof a material fact or omit to state any material fact necessary to make thestatements therein in the light of the circumstances under which they were madenot misleading, or (2) it shall be necessary to amend such RegistrationStatement or supplement the related prospectus, to comply with the SecuritiesAct or the Exchange Act or the respective rules thereunder.

 

Exceptduring any Shelf Suspension Period referred to in Section 2(c), AdditionalInterest shall accrue on the Initial Securities of the relevant series over andabove the interest set forth in the title of the Securities of that series fromand including the date on which any such Registration Default shall occur, at arate of 0.25% per annum for the first 90-day period immediately following theoccurrence of such Registration Default, and such rate will increase by anadditional 0.25% per annum with respect to each subsequent 90-day period untilall Registration Defaults in respect of that series have been cured, up to amaximum Additional Interest rate of 1.0% per annum.

 

(b)  ARegistration Default referred to in Section 7(a)(iii)(B) hereof shallbe deemed not to have occurred and be continuing in relation to a ShelfRegistration Statement or the related prospectus if (i) such RegistrationDefault has occurred solely as a result of (x) the filing of apost-effective amendment to such Shelf Registration Statement to incorporateannual audited financial information with respect to the Company where suchpost-effective amendment is not yet effective and needs to be declaredeffective to permit Holders to use the related prospectus or (y) othermaterial events with respect to the Company that would need to be described insuch Shelf Registration Statement or the related prospectus and (ii) inthe case of clause (y), the Company is proceeding promptly and in good faith toamend or supplement such Shelf Registration Statement and related prospectus todescribe such events.  Upon the cure of all Registration Defaults inrespect of a given series of Securities, additional interest shall cease toaccrue in respect of that series of Initial Securities.

 

(c)  Anyamounts of Additional Interest due pursuant to Section 7(a) abovewill be payable (a) with regard to the Senior Notes in the form elected bythe Company for payment or interest pursuant to the terms of the Indenturegoverning the Senior Notes and (b) with regard to the Senior SubordinatedNotes in cash on the regular interest payment dates with respect to the InitialSecurities. The amount of Additional Interest will be determined by multiplyingthe applicable Additional Interest rate by the principal amount of the InitialSecurities of the relevant series, multiplied by a fraction, the numerator ofwhich is the number of days such Additional Interest rate was applicable duringsuch period (determined on the basis of a 360-day year comprised of twelve 30-daymonths), and the denominator of which is 360.

 

(d) “**Transfer Restricted Securities**” means eachSecurity of a given series until (i) the date on which such TransferRestricted Security has been exchanged by a person other than a broker-dealerfor a freely transferable Exchange Security of the same series in theRegistered Exchange Offer with respect to such series, (ii) following theexchange by a broker-dealer in the Registered Exchange Offer with respect tosuch series of an Initial Security for an Exchange Security, the date on whichsuch Exchange Security is

 

16

----

 

soldto a purchaser who receives from such broker-dealer on or prior to the date ofsuch sale a copy of the prospectus contained in the Exchange Offer RegistrationStatement with respect to such series, (iii) the date on which suchInitial Security has been effectively registered under the Securities Act anddisposed of in accordance with the Shelf Registration Statement or (iv) thedate on which such Initial Securities is distributed to the public pursuant toRule 144 under the Securities Act or is saleable pursuant to Rule 144(k) underthe Securities Act.

 

(e) Notwithstanding any other provisions of this Section 7, the Company shallnot be obligated to pay Additional Interest provided inSection 7(a)(ii) during a Shelf Suspension Period permitted bySection 2 hereof.

 

8.  *Rules 144 and 144A*.  TheCompany shall use its reasonable best efforts to file the reports required tobe filed by it under the Securities Act and the Exchange Act in a timely mannerand, if at any time the Company is not required to file such reports, it will,upon the request of any Holder of Initial Securities or the Market Maker, makepublicly available other information so long as necessary to permit sales oftheir securities pursuant to Rules 144 and 144A.  The Companycovenants that it will take such further action as any Holder of InitialSecurities or the Market Maker may reasonably request, all to the extentrequired from time to time to enable such Holder or the Market Maker to sellInitial Securities without registration under the Securities Act within thelimitation of the exemptions provided by Rules 144 and 144A (including therequirements of Rule 144A(d)(4)).  The Company will provide a copy ofthis Agreement to prospective purchasers of Initial Securities identified tothe Company by the Initial Purchasers upon request.  Upon the request ofany Holder of Initial Securities or the Market Maker, the Company shall deliverto such Holder or the Market Maker a written statement as to whether it hascomplied with such requirements. Notwithstanding the foregoing, nothing in thisSection 8 shall be deemed to require the Company to register any of itssecurities pursuant to the Exchange Act.

 

9.  *Underwritten Registrations*.  Ifany of the Transfer Restricted Securities covered by any Shelf Registration areto be sold in an underwritten offering, the investment banker or investmentbankers and manager or managers that will administer the offering (“**Managing Underwriters**”) will be selected bythe Holders of a majority in aggregate principal amount of such TransferRestricted Securities to be included in such offering.

 

Noperson may participate in any underwritten registration hereunder unless suchperson (i) agrees to sell such person’s Transfer Restricted Securities onthe basis reasonably provided in any underwriting arrangements approved by thepersons entitled hereunder to approve such arrangements and (ii) completesand executes all questionnaires, powers of attorney, indemnities, underwritingagreements and other documents reasonably required under the terms of suchunderwriting arrangements.

 

10.  Miscellaneous.

 

(a)  *Amendments and Waivers*.  Theprovisions of this Agreement may not be amended, modified or supplemented, andwaivers or consents to departures from the provisions hereof may not be given,except by the Company and the written consent of the Holders of a majority inprincipal amount of the Securities affected by such amendment, modification,supplement, waiver or consents.  The provisions of Section 4 may notbe amended, modified or supplemented without prior written consent of theMarket Maker.

 

(b)  *Notices*.  All notices and othercommunications provided for or permitted hereunder shall be made in writing byhand delivery, first-class mail, facsimile transmission, or air courier whichguarantees overnight delivery:

 
|   | (1)    | if  to a Holder of the Securities, at the most current address given by such  Holder to the Company. |
|--------|--------|------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                 |
|   | (2)    | if  to the Initial Purchasers:                                                                       |
|   |   |                                                                                                 |
|   |   | Credit  Suisse First Boston LLC                                                                      |
|   |   | Eleven  Madison Avenue                                                                               |
|   |   | New  York, NY 10010-3629                                                                             |

 

17

----

 
|            |             | Fax  No.: (212) 325-4296                  |
|-----------------|------------------|------------------------------------------------|
|            |             | Attention:  Transactions Advisory Group        |
|            |             |                                           |
|            | with a copy to:  |
|            |             |                                           |
|            |             | Cravath,  Swaine & Moore LLP          |
|            |             | 825 Eighth  Avenue                        |
|            |             | Worldwide  Plaza                               |
|            |             | New  York, NY 10019-7475                       |
|            |             | Fax  No.: (212) 474-3700                       |
|            |             | Attention:  George A. Stephanakis              |
|            |             |                                           |
|            | (3)              | if  to the Company, at its address as follows: |
|            |             |                                           |
|            |             | The  Neiman Marcus Group, Inc.            |
|            |             | One  Marcus Square                             |
|            |             | 1618  Main Street                              |
|            |             | Dallas,  Texas 75201                           |
|            |             | Fax  No.: (214) 743 7611                       |
|            |             | Attention:  General Counsel                    |
|            |             |                                           |
|            | with  a copy to: |
|            |             |                                           |
|            |             | Cleary  Gottlieb Steen & Hamilton LLP |
|            |             | One  Liberty Plaza                             |
|            |             | New  York, NY 10006                            |
|            |             | Fax  No.: (212) 225-3999                       |
|            |             | Attention:  Robert P. Davis                    |
|            |             |                                           |
|            | (4)              | if  to CSFB as Market Marker:                  |
|            |             |                                           |
|            |             | Credit  Suisse First Boston LLC                |
|            |             | Eleven  Madison Avenue                         |
|            |             | New  York, NY 10010-3629                       |
|            |             | Fax  No.: (212) 325-4296                  |
|            |             | Attention:  Transactions Advisory Group        |
|            |             |                                           |
| with a copy to: |
|            |             |                                           |
|            |             | Cravath,  Swaine & Moore LLP          |
|            |             | 825 Eighth  Avenue                        |
|            |             | Worldwide  Plaza                               |
|            |             | New  York, NY 10019-7475                       |
|            |             | Fax  No.: (212) 474-3700                       |
|            |             | Attention:  George A. Stephanakis              |

 

Allsuch notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business daysafter being deposited in the mail, postage prepaid, if mailed; when receipt isacknowledged by recipient’s facsimile machine operator, if sent by facsimiletransmission; and on the day delivered, if sent by overnight air courierguaranteeing next day delivery.

 

(c)  *No Inconsistent Agreements*.  TheCompany has not, as of the date hereof, entered into, nor shall it, on or afterthe date hereof, enter into, any agreement with respect to its securities thatis inconsistent with the rights granted to the Holders herein or otherwiseconflicts with the provisions hereof.

 

(d)  *Successors and Assigns*.  ThisAgreement shall be binding upon the Company and its successors and assigns.

 

18

----

 

(e)  *Counterparts*.  This Agreementmay be executed in any number of counterparts and by the parties hereto inseparate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which taken together shall constitute one and the sameagreement.

 

(f)  *Headings*.  The headings in thisAgreement are for convenience of reference only and shall not limit orotherwise affect the meaning hereof.

 

(g)  *Governing*Law.  THIS AGREEMENTSHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATEOF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

 

(h)  *Severability*.  If any one ormore of the provisions contained herein, or the application thereof in any circumstance,is held invalid, illegal or unenforceable, the validity, legality andenforceability of any such provision in every other respect and of theremaining provisions contained herein shall not be affected or impairedthereby.

 

(i)  *Securities Held by the Company*.  Wheneverthe consent or approval of Holders of a specified percentage of principalamount of Securities is required hereunder, Securities held by the Company orits affiliates (other than subsequent Holders of Securities if such subsequentHolders are deemed to be affiliates solely by reason of their holdings of suchSecurities) shall not be counted in determining whether such consent orapproval was given by the Holders of such required percentage.

 

(j) *Submission to Jurisdiction; Waiver ofImmunities*.  Each of the parties hereto hereby submits to thenon-exclusive jurisdiction of the Federal and state courts in the Borough ofManhattan in The City of New York in any suit or proceeding arising out of orrelating to this Agreement or the transactions contemplated hereby. To theextent that any such party may acquire any immunity from jurisdiction of anycourt or from any legal process (whether through service of notice, attachmentprior to judgment, attachment in aid of execution, execution or otherwise) withrespect to itself or its property, it hereby irrevocably waives such immunityin respect of this Agreement, to the fullest extent permitted by law.

 

19

----

 

Ifthe foregoing is in accordance with your understanding of our agreement, pleasesign and return to the Company a counterpart hereof, whereupon this instrument,along with all counterparts, will become a binding agreement among the severalInitial Purchasers and the Issuer and the Guarantors in accordance with itsterms.

 

 
|   |   | Very truly yours,                         |
|--------|--------|-------------------------------------------|
|   |   |                                      |
|   |   | NEWTON  ACQUISITION MERGER SUB, INC. |
|   |   |                                      |
|   |   |                                      | By | /s/  Kewsong Lee |
|   |   |                                      |   | Name: | Kewsong  Lee |
|   |   |                                      |   | Title: | Senior  Vice President |
|   |   |                                      |
|   |   | NEWTON  ACQUISITION, INC.            |
|   |   |                                      |
|   |   |                                      | By | /s/  Nelson A. Bangs |
|   |   |                                      |   | Name: | Nelson  A. Bangs |
|   |   |                                      |   | Title: | Senior  Vice President and General Counsel |
|   |   |                                      |
|   |   | NEIMAN  MARCUS SPECIAL EVENTS, INC.  |
|   |   | NM  FINANCIAL SERVICES, INC.         |
|   |   | NM  KITCHENS, INC.                   |
|   |   | BERGDORFGOODMAN.COM,  LLC                 |
|   |   | BERGDORF  GOODMAN, INC.              |
|   |   | BERGDORF  GRAPHICS, INC.             |
|   |   | NEIMAN  MARCUS HOLDINGS, INC.        |
|   |   | NEMA  BEVERAGE CORPORATION                |
|   |   | NEMA  BEVERAGE HOLDING CORPORATION        |
|   |   | NEMA  BEVERAGE PARENT CORPORATION         |
|   |   | WORTH  AVENUE LEASING COMPANY             |
|   |   | NMGP,  LLC                                |
|   |   | NM  NEVADA TRUST                          |
|   |   |                                      |
|   |   |                                      | By | /s/  Nelson A. Bangs |
|   |   |                                      |   | Name: | Nelson  A. Bangs |
|   |   |                                      |   | Title: | Vice  President |

 

20

----

 
| The  undersigned hereby acknowledges and agrees  that, upon the effectiveness of the Merger (as  defined in the Purchase Agreement) it will succeed  by operation of law to all of the rights and obligations  of the Company set forth herein and that all references  herein and that all references hereinto the “Company”  shall thereupon be deemed to be references to the  undersigned. |                 |                |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|---------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                     |                 |                |
| BY  THE NEIMAN MARCUS GROUP, INC.                                                                                                                                                                                                                                                                                                                                                                   |                 |                |
|                                                                                                                                                                                                                                                                                                                                                                                                     |                 |                |
| By                                                                                                                                                                                                                                                                                                                                                                                                       |                 |                |   |
|                                                                                                                                                                                                                                                                                                                                                                                                     | /s/  Nelson A. Bangs |                |   |
|                                                                                                                                                                                                                                                                                                                                                                                                     | Name:                | Nelson A. Bangs     |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                     | Title:               | Assistant Secretary |   |   |

 

21

----

 
| The  foregoing Registration Rights  Agreement is hereby confirmed  and accepted as of the date  first above written.          |                |           |
|-------------------------------------------------------------------------------------------------------------------------------|---------------------|----------------|
|                                                                                                                          |                |           |
| CREDIT  SUISSE FIRST BOSTON LLC  DEUTSCHE BANK SECURITIES INC.  BANC OF AMERICA SECURITIES LLC  GOLDMAN, SACHS & CO. |                |           |
|                                                                                                                          |                |           |
| BY  CREDIT SUISSE FIRST BOSTON LLC                                                                                            |                |           |
|                                                                                                                          |                |           |
| By                                                                                                                            |                |           |   |
|                                                                                                                          | /s/  Edward Neuberg |           |   |
|                                                                                                                          | Name:               | Edward Neuberg |   |   |
|                                                                                                                          | Title:              | Director       |   |   |

 

22

----

 

ANNEX A

 

Eachbroker-dealer that receives Exchange Securities for its own account pursuant tothe Exchange Offer must acknowledge that it will deliver a prospectus inconnection with any resale of such Exchange Securities.  The Letter ofTransmittal states that by so acknowledging and by delivering a prospectus, abroker-dealer will not be deemed to admit that it is an “underwriter” withinthe meaning of the Securities Act.  This Prospectus, as it may be amendedor supplemented from time to time, may be used by a broker-dealer in connectionwith resales of Exchange Securities received in exchange for Initial Securitieswhere such Initial Securities were acquired by such broker-dealer as a resultof market-making activities or other trading activities.  The Company hasagreed that, for a period of 180 days after the Expiration Date (as definedherein), it will make this Prospectus available to any broker-dealer for use inconnection with any such resale.  See “Plan of Distribution.”

 

----

 

ANNEX B

 

Eachbroker-dealer that receives Exchange Securities for its own account in exchangefor Initial Securities, where such Initial Securities were acquired by suchbroker-dealer as a result of market-making activities or other tradingactivities, must acknowledge that it will deliver a prospectus in connectionwith any resale of such Exchange Securities.  See “Plan of Distribution.”

 

----

 

ANNEX C

 

PLAN OF DISTRIBUTION

 

Eachbroker-dealer that receives Exchange Securities for its own account pursuant tothe Exchange Offer must acknowledge that it will deliver a prospectus inconnection with any resale of such Exchange Securities.  This Prospectus,as it may be amended or supplemented from time to time, may be used by a broker-dealerin connection with resales of Exchange Securities received in exchange forInitial Securities where such Initial Securities were acquired as a result ofmarket-making activities or other trading activities.  The Company hasagreed that, for a period of 180 days after the Expiration Date, it will makethis prospectus, as amended or supplemented, available to any broker-dealer foruse in connection with any such resale.  In addition,until                  , 200[·], all dealerseffecting transactions in the Exchange Securities may be required to deliver aprospectus.(1)

 

TheCompany will not receive any proceeds from any sale of Exchange Securities bybroker-dealers.  Exchange Securities received by broker-dealers for theirown account pursuant to the Exchange Offer may be sold from time to time in oneor more transactions in the over-the-counter market, in negotiatedtransactions, through the writing of options on the Exchange Securities or acombination of such methods of resale, at market prices prevailing at the timeof resale, at prices related to such prevailing market prices or at negotiatedprices.  Any such resale may be made directly to purchasers or to orthrough brokers or dealers who may receive compensation in the form of commissionsor concessions from any such broker-dealer or the purchasers of any suchExchange Securities.  Any broker-dealer that resells Exchange Securitiesthat were received by it for its own account pursuant to the Exchange Offer andany broker or dealer that participates in a distribution of such ExchangeSecurities may be deemed to be an “underwriter” within the meaning of theSecurities Act and any profit on any such resale of Exchange Securities and anycommission or concessions received by any such persons may be deemed to beunderwriting compensation under the Securities Act.  The Letter ofTransmittal states that, by acknowledging that it will deliver and bydelivering a prospectus, a broker-dealer will not be deemed to admit that it isan “underwriter” within the meaning of the Securities Act.

 

Fora period of 180 days after the Expiration Date the Company will promptly sendadditional copies of this Prospectus and any amendment or supplement to thisProspectus to any broker-dealer that requests such documents in the Letter ofTransmittal.  The Company has agreed to pay all expenses incident to theExchange Offer (including the expenses of one counsel for the Holders of theSecurities) other than commissions or concessions of any brokers or dealers andwill indemnify the Holders of the Securities (including any broker-dealers)against certain liabilities, including liabilities under the Securities Act.

 

----

(1)  In addition, the legend required by Item502(e) of Regulation S-K will appear on the back cover page of theExchange Offer prospectus.

 

----

 

ANNEX D

 

o            CHECK HERE IF YOU ARE ABROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

 
|   | Name:    |   |   |
|--------|----------|--------|--------|
|   | Address: |   |   |
|   |     |   |   |

 

 

Ifthe undersigned is not a broker-dealer, the undersigned represents that it isnot engaged in, and does not intend to engage in, a distribution of ExchangeSecurities.  If the undersigned is a broker-dealer that will receiveExchange Securities for its own account in exchange for Initial Securities thatwere acquired as a result of market-making activities or other tradingactivities, it acknowledges that it will deliver a prospectus in connectionwith any resale of such Exchange Securities; however, by so acknowledging and bydelivering a prospectus, the undersigned will not be deemed to admit that it isan “underwriter” within the meaning of the Securities Act.

 

----

 

**SCHEDULE I**

 

**List ofSubsidiary Guarantors**

 

Neiman Marcus Special Events, Inc.

NM Financial Services, Inc.

NM Kitchens, Inc.

BergdorfGoodman.com, LLC

Bergdorf Goodman, Inc.

Bergdorf Graphics, Inc.

Neiman Marcus Holdings, Inc.

NEMA Beverage Corporation

NEMA Beverage Holding Corporation

NEMA Beverage Parent Corporation

Worth Avenue Leasing Company

NMGP, LLC

NM Nevada Trust

 

----