Exhibit 10.2

 

Confidential Treatment Requested

 

Certain material (indicated by asterisks) has been omitted from this document and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

This First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”) is made as of the 30th day of November, 2012, by and among:

 

THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Company”),

 

EACH SUBSIDIARY OF THE COMPANY party hereto (together with the Company, individually, a “Borrower”, and collectively, the “Borrowers”),

 

NEIMAN MARCUS, INC., a Delaware corporation (“Holdings”),

 

the LENDERS party hereto,

 

BANK OF AMERICA, N.A., a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110, as administrative agent (in such capacity, the “Agent”), and

 

BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Collateral Agents; 

 

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

 

WITNESSETH

 

WHEREAS, the Borrowers, Holdings, the Lenders party thereto, the Agent and the Co-Collateral Agents have entered into a Second Amended and Restated Credit Agreement dated as of May 17, 2011 (the “Credit Agreement”);

 

WHEREAS, the Company has informed the Agent and the Lenders that the Loan Parties intend to increase the aggregate principal amount outstanding under the Senior Secured Term Loan Facility in the amount of $500,000,000 and, in connection therewith, apply certain proceeds therefrom (i) together with available cash, to redeem, through a tender offer and/or redemption or otherwise, all outstanding Senior Subordinated Notes and (ii) to pay necessary transaction fees and expenses in connection therewith (collectively, the “Transactions”); and

 

WHEREAS, the Loan Parties, the Agent, the Co-Collateral Agents and the Required Lenders have agreed to amend certain provisions of the Credit Agreement, on the terms and conditions set forth herein.

 

NOW THEREFORE, it is hereby agreed as follows:

 











 

1.                                Definitions. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.

 

2.                                  Amendments to Article I.  The provisions of Article I of the Credit Agreement are hereby amended by as follows:

 

a.                                  The definition of ‘‘Term Loan Pari Passu Lien Obligations” in Section 1.01 is hereby amended by deleting “Second Amended Effective Date” therein and by substituting “2012 Amendment Effective Date” in its stead.

 

b.                                   The following new definition is hereby added to Section 1.01 in appropriate alphabetical order:

 

“2012 Amendment Effective Date” means November 30, 2012.

 

3.                                   Amendment to Article III.  The provisions of Article III of the Credit Agreement are hereby amended by deleting the first sentence of Section 3.19.

 

4.                                   Amendment to Article IV.  The provisions of Article IV of the Credit Agreement are hereby amended by inserting “(it being understood that, notwithstanding the foregoing or anything to the contrary set forth in the Security Agreement, the representations and warranties set forth in Sections 3.3 and 3.7 of the Security Agreement, the first sentence of Section 3.10 of the Security Agreement, and the first sentence of Section 3.12(a) of the Security Agreement, shall each be deemed to relate to the Effective Date and not to the date of such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit)” immediately preceding the period at the end of Section 4.02(b).

 

5.                                   Amendment to Article V.  The provisions of Section 5.11 of the Credit Agreement are hereby amended by adding the following new clause (h) at the end thereof:

 

“(h)        Should any of the representations and warranties set forth in the Credit Agreement or Security Agreement become inaccurate or misleading in any material respect as a result of changes after the Effective Date to any information set forth on any of the Schedules to the Credit Agreement or Exhibits to the Security Agreement referenced therein, the Loan Parties may advise the Agent in writing of such revisions or updates as may be necessary or appropriate to update or correct the same (including pursuant to any updated Perfection Certificate or other Collateral Report delivered to the Agent hereunder), and delivery of such updated information (including any such delivery made prior to the 2012 Amendment Effective Date) shall be deemed to so update such Schedules or Exhibits, as applicable; provided that no supplement or revision to any such Schedule, Exhibit or representation shall be deemed the Secured Parties’ consent to the matters reflected in such updated Schedules, Exhibits or revised representations nor permit the Loan Parties to undertake any actions otherwise prohibited hereunder or fail to undertake any action required hereunder from the restrictions and requirements in

 

2











 

existence prior to the delivery of such updated Schedules or Exhibits or such revision of a representation.”

 

6.                                   Amendments to Article VI.  The provisions of Article VI of the Credit Agreement are hereby amended as follows:

 

a.                                    Section 6.01(k) of the Credit Agreement is hereby amended by deleting “$2,060,000,000” therein and by substituting “$2,560,000,000” in its stead.

 

b.                                    Section 6.08(b)(xii) of the Credit Agreement is hereby amended by deleting “substantially  simultaneously  with” therein and by substituting “, in each case, within 35 days of” in its stead.

 

7.                                   Consent and Waiver.  Notwithstanding anything to the contrary contained in the Credit Agreement, the Required Lenders hereby (a) consent to the Transactions and (b) waive (i) any provisions of Section 6.01(g), 6.10 or 6.11 of the Credit Agreement to the contrary and (ii) any Default or Event of Default arising from the issuance of the Indebtedness under the Senior Secured Term Facility Credit Agreement, and the use of the proceeds therefrom, in each case as contemplated by this First Amendment.

 

8.                                   Conditions to Effectiveness.  This First Amendment shall not be effective until each of the following conditions  precedent has been fulfilled to the satisfaction of (or waived by) the Agent:

 

a.                                 Except as provided herein, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The Loan Parties each hereby ratify, confirm, and reaffirm (i) that all of the representations and warranties contained in the Credit Agreement and other Loan Documents are true and correct in all material respects (other than any representation and warranty qualified by materiality, which shall be true and correct in all respects) on the date hereof, after giving effect to this First Amendment and the supplements  to certain Schedules to the Credit Agreement and Exhibits to the Security Agreement attached hereto as Schedule I (other than representations  and warranties which specifically relate to an earlier date), (ii) that the covenants therein contained, as amended hereby, continue in effect and (iii) that the Obligations are and continue to be, secured under the Collateral Documents.

 

b.                                   All action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this First Amendment shall have been duly and effectively taken.  The Agent shall have received from the Loan Parties true copies of their respective certificate of the resolutions authorizing the transactions described herein, each certified by their secretary or other appropriate officer to be true and complete.

 

3











 

c.                                    The Agent shall have received an executed copy of the amendment to the Senior Secured Term Facility Credit Agreement entered into in connection with the Transactions.

 

d.                                   No Default or Event of Default shall have occurred and be continuing.

 

9.            Miscellaneous.

 

a.                                    The Borrowers shall reimburse the Agent for all reasonable and documented out of-pocket expenses incurred by the Agent in connection herewith, including, without limitation, reasonable and documented attorneys’  fees.

 

b.                                    This First Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered, shall be an original, and all of which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page hereto by telecopy or e-mail of a PDF copy shall be effective as delivery of a manually executed counterpart hereof.

 

c.                                   This First Amendment and the Credit Agreement together shall constitute one agreement.  This First Amendment and the Credit Agreement together express the entire understanding of the parties with respect to the matters set forth herein and supersede all prior discussions or negotiations hereon.

 

d.                                  Any provision of this First Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

 

e.                                    This First Amendment shall be construed, governed, and enforced pursuant to the laws of the State of New York.

 

4











 

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date first above written.

 

 

	
 
    	
THE   NEIMAN MARCUS GROUP, INC., as Borrower
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Kim Yee
    
	
 
    	
 
    	
 
    	
Name:
    	
Kim   Yee
    
	
 
    	
 
    	
 
    	
Title:
    	
Vice   President, Assistant General
   Counsel, Transactions & Compliance
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
NEIMAN   MARCUS, INC., as Holdings
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Kim Yee
    
	
 
    	
 
    	
 
    	
Name:
    	
Kim   Yee
    
	
 
    	
 
    	
 
    	
Title:
    	
Vice   President, Assistant General
   Counsel, Transactions & Compliance
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
NM   FINANCIAL SERVICES, INC. 
   NM NEVADA TRUST
   BERGDORFGOODMAN.COM, LLC 
   BERGDORF GOODMAN, INC. 
   NMGP, LLC, as Borrowers
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Kim Yee
    
	
 
    	
 
    	
 
    	
Name:
    	
Kim   Yee
    
	
 
    	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[First Amendment to Second Amended and Restated Credit Agreement]

 

5











 

	
 
    	
BANK OF AMERICA, N.A., as Agent, as a   Co-Collateral Agent and as a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   David Vega
    
	
 
    	
 
    	
Name:
    	
David   Vega
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    


 

6











 

	
 
    	
REGIONS   BANK, as a Co-Documentation Agent and as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Daniel Wells
    
	
 
    	
Name:
    	
Daniel   Wells
    
	
 
    	
Title:
    	
Attorney   in Fact
    


 

7











 

	
 
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION, as a Co-Collateral Agent   and as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Matthew N. Williams
    
	
 
    	
Name:
    	
Matthew   N. Williams
    
	
 
    	
Title:
    	
Managing   Director
    


 

8











 

	
 
    	
HSBC BANK USA, N.A. as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brian J. Gingue
    
	
 
    	
Name:
    	
Brian   J. Gingue
    
	
 
    	
Title:
    	
Vice   President
    


 

9











 

	
 
    	
SUNTRUST   BANK, as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   J. Matney Gornall
    
	
 
    	
Name:
    	
J.   Matney Gornall
    
	
 
    	
Title:
    	
Vice   President
    


 

10












 

	
 
    	
CREDIT   SUISSE AG, CAYMAN ISLANDS BRANCH
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robert   Hetu
    
	
 
    	
Name:
    	
Robert   Hetu
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Rahul Parmar
    
	
 
    	
Name:
    	
Rahul   Parmar
    
	
 
    	
Title:
    	
Associate
    


 

11











 

	
 
    	
PNC BANK, NATIONAL ASSOCIATION, as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Biana Sidanova
    
	
 
    	
Name:
    	
Biana   Sidanova
    
	
 
    	
Title:
    	
Commercial   Banking Officer
    


 

12











 

	
 
    	
Flagstar Bank, FSB, as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Willard D. Dickerson, Jr.
    
	
 
    	
Name:
    	
Willard   D. Dickerson, Jr.
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

13











 

	
 
    	
JPMORGAN   CHASE BANK, N.A., as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Andrew Ray
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Andrew   Ray
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Authorized   Officer
    


 

14











 

Schedule I

 











 

Update to Schedule 1.01(b) of the Credit Agreement

 

Schedule 1.01(b) of the Credit Agreement is amended and restated to read as follows:

 

Immaterial Subsidiaries

 

Bergdorf Graphics, Inc.

NEMA Beverage Corporation

NEMA Beverage Holding Corporation 

NEMA Beverage Parent Corporation 

Worth Avenue Leasing Company 

NMG Media, Inc.

BG Productions, Inc.

NM Bermuda, LLC

Neiman Marcus Bermuda, L.P.

NMG Asia Holdings Limited 

NMG Asia Limited

NMG Global Mobility, Inc.

 

2











 

Update to Schedule 3.05(a) of the Credit Agreement

 

Schedule 3.05(a) of the Credit Agreement is supplemented to include the following:

 

I.                                 Real Estate Owned or Leased

 

The Neiman Marcus Group, Inc. (or “NMG”)

 

	
ADDRESS
    	
 
    	
CITY
    	
 
    	
STATE
    	
 
    	
ZIP
    	
 
    	
LESSOR(S) (IF
   APPLICABLE)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
48400   Seminole
   Drive Suite #720
    	
 
    	
Cabazon
    	
 
    	
CA
    	
 
    	
92230
    	
 
    	
CPG   Partners, LP
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2905   District
   Ave, Suite 100
    	
 
    	
Fairfax
    	
 
    	
VA
    	
 
    	
22031
    	
 
    	
Eskridge   (E&A), LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2315   Post Oak
   Blvd.
    	
 
    	
Houston
    	
 
    	
TX
    	
 
    	
77056
    	
 
    	
WMJK, Ltd
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2880   Paragon
   Outlets Dr.
    	
 
    	
Livermore
    	
 
    	
CA
    	
 
    	
94551
    	
 
    	
Prime   Outlets Livermore Valley, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
4758   East Mills
   Circle.
    	
 
    	
Ontario
    	
 
    	
CA
    	
 
    	
91764
    	
 
    	
Ontario   Mills II Limited Partnership
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1601   Preston
   Road, Suite K
    	
 
    	
Plano
    	
 
    	
TX
    	
 
    	
75093
    	
 
    	
Preston   Shepard Retail LP
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fashion   Outlet
   Way, Suite 2085
    	
 
    	
Rosemont
    	
 
    	
IL
    	
 
    	
60018
    	
 
    	
Fashion   Outlets of Chicago, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
8058   Tysons
   Corner Center
    	
 
    	
McLean
    	
 
    	
VA
    	
 
    	
22102
    	
 
    	
Tysons   Corner Holdings LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
630   Old Country
   Rd.
    	
 
    	
Garden   City
    	
 
    	
NY
    	
 
    	
11530
    	
 
    	
The   Retail Property Trust
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1000   South Main
   Street
    	
 
    	
Walnut   Creek
    	
 
    	
CA
    	
 
    	
94596
    	
 
    	
Macerich   Northwestern Associates
    


 

3











 

	
450   Centerpoint
   Blvd.
    	
 
    	
Pittston
    	
 
    	
PA
    	
 
    	
18640
    	
 
    	
Mericle   325 Research Drive, LLC
    


 

4











 

Update to Exhibit A of the Security Agreement

 

Exhibit A of the Security Agreement is updated as follows:

 

I.           Grantor’s Information

 

The following rows are deleted:

 

	
Name of Grantor
    	
 
    	
State of
   Incorporation
   or
   Organization
    	
 
    	
Type of Entity
    	
 
    	
Organizational
   Number
    	
 
    	
Federal
   Identification
   Number
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Bergdorf   Graphics, Inc.
    	
 
    	
New   York
    	
 
    	
Corporation
    	
 
    	
NONE
    	
 
    	
13-2739271
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Neiman   Marcus Holdings, Inc.
    	
 
    	
California
    	
 
    	
Corporation
    	
 
    	
C0709696
    	
 
    	
95-2916032
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEMA   Beverage Corporation
    	
 
    	
Texas
    	
 
    	
Corporation
    	
 
    	
114018600
    	
 
    	
75-2323412
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEMA   Beverage Holding Corporation
    	
 
    	
Texas
    	
 
    	
Corporation
    	
 
    	
155791300
    	
 
    	
75-2849264
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEMA   Beverage Parent Corporation
    	
 
    	
Texas
    	
 
    	
Corporation
    	
 
    	
155791400
    	
 
    	
75-2849260
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Worth   Avenue Leasing Company
    	
 
    	
Florida
    	
 
    	
Corporation
    	
 
    	
P98000080098
    	
 
    	
04-3435996
    


 

II.         Place of Business

 

The following rows are deleted:

 

	
Name of Grantor
    	
 
    	
Place of Business
    	
 
    	
Mailing Address
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Bergdorf   Graphics, Inc.
    	
 
    	
New   York, New York
    	
 
    	
754   Fifth Avenue
   New York, NY 10019
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Neiman   Marcus Holdings, Inc.
    	
 
    	
Dallas,   Texas
    	
 
    	
1618   Main Street
   Dallas, TX 75201
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEMA   Beverage Corporation
    	
 
    	
Dallas,   Texas
    	
 
    	
1618   Main Street
   Dallas,TX 75201
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEMA   Beverage Holding Corporation
    	
 
    	
Dallas,   Texas
    	
 
    	
1618   Main Street
   Dallas,TX 75201
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEMA   Beverage Parent Corporation
    	
 
    	
Dallas,   Texas
    	
 
    	
1618   Main Street
   Dallas, TX 75201
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Worth   Avenue Leasing Company
    	
 
    	
Dallas,   Texas
    	
 
    	
1618   Main Street
   Dallas, TX 75201
    


 

5











 

III.        Locations of Collateral (other than Place of Business listed above)

 

The following rows are added under “(b) Properties Leased by The Neiman Marcus Group, Inc.”:

 

	
Property
    	
 
    	
Address
    	
 
    	
Landlord(s) Name(s)
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Outlet   Stores
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Desert   Hills Premium Outlets
    	
 
    	
48400   Seminole Drive Suite 
   #720
   Cabazon, CA 92230
    	
 
    	
CPG   Partners, LP
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Mosaic   District
    	
 
    	
2905   District Ave, Suite 100
   Fairfax, VA 22031
    	
 
    	
Eskridge   (E&A), LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Houston   Post Oak
    	
 
    	
2315   Post Oak Blvd.
   Houston, TX 77056
    	
 
    	
WMJK,   Ltd
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Prime   Outlets Livermore
    	
 
    	
2880   Paragon Outlets Dr.
   Livermore, CA 94551
    	
 
    	
Prime   Outlets Livermore Valley, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Ontario   Mills
    	
 
    	
4758   East Mills Circle.
   Ontario, CA 91764
    	
 
    	
Ontario   Mills II Limited Partnership
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Preston   Shepard
    	
 
    	
1601   Preston Road, Suite K
   Plano, TX 75093
    	
 
    	
Preston   Shepard Retail LP
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fashion   Outlets of Chicago
    	
 
    	
Fashion   Outlet Way, Suite
   2085
   Rosemont, IL 60018
    	
 
    	
Fashion   Outlets of Chicago, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Tyson’s   Corner
    	
 
    	
8058   Tysons Corner Center
   McLean, VA 22102
    	
 
    	
Tysons   Corner Holdings LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Full   Line Stores
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Roosevelt   Field
    	
 
    	
630   Old Country Rd.
   Garden City, NY 11530
    	
 
    	
The   Retail Property Trust
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Walnut   Creek
    	
 
    	
1000   South Main Street
   Walnut Creek, CA 94586
    	
 
    	
Macerich   Northwestern Associates
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Warehouse
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Mericle   Park (ECDC)
    	
 
    	
450   Centerpoint Blvd.
   Pittston, PA 18640
    	
 
    	
Mericle   325 Research Drive, LLC
    


 

6












 

Update to Exhibit D  of the Security Agreement

 

Exhibit D  to the Security Agreement is updated to include the following: 

 

U.S. Trademarks

 

	
MARK
    	
 
    	
Int’l Class
    	
 
    	
SERIAL NO.
   REG. NO
    	
 
    	
FILED
   ISSUED
    	
 
    	
Owner/
   Registrant
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
754
    	
 
    	
03
    	
 
    	
85/601,196
    	
 
    	
04/18/2012
    	
 
    	
NM Nevada Trust
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
LAST   CALL STUDIO BY
    	
 
    	
35
    	
 
    	
85/388,741
    	
 
    	
08/03/2011
    	
 
    	
NM Nevada Trust
    	
 
    
	
NEIMAN   MARCUS
    	
 
    	
 
    	
 
    	
4,084,074
    	
 
    	
01/10/2012
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MIDDAY   DASH
    	
 
    	
35
    	
 
    	
85/529,736
    	
 
    	
01/31/2012
    	
 
    	
NM Nevada Trust
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
4,209,448
    	
 
    	
9/18/2012
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NM LUXURY
    	
 
    	
35
    	
 
    	
85/608,140
    	
 
    	
04/25/2012
    	
 
    	
NM Nevada Trust
    	
 
    
	
ESSENTIALS
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NM   ON THE GO
    	
 
    	
35
    	
 
    	
85/335,987
    	
 
    	
06/02/2011
    	
 
    	
NM Nevada Trust
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NMBUZZ
    	
 
    	
38
    	
 
    	
85/763,869
    	
 
    	
10/25/2012
    	
 
    	
NM Nevada Trust
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NMESC
    	
 
    	
25
    	
 
    	
85/443,204
    	
 
    	
10/10/2011
    	
 
    	
NM Nevada Trust
    	
 
    


 

Foreign Trademarks

 

China Trademark Applications/Registrations in the name of NM Nevada Trust

 

	
Mark
    	
 
    	
Int’l Class
    	
 
    	
App /   Reg. No.
    	
 
    	
Filing   Status
    
	
NEIMAN MARCUS
    	
 
    	
25
    	
 
    	
3280328
    	
 
    	
Registered
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMAN MARCUS
    	
 
    	
18
    	
 
    	
10293642
    	
 
    	
Application filed on 12   December 2011 Amendments filed on 23 July 2012 
   Review filed on 25 October 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMAN MARCUS
    	
 
    	
25
    	
 
    	
10293640
    	
 
    	
Application filed on 12   December 2011 
   Amendment filed on 26 June 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMAN MARCUS
    	
 
    	
35
    	
 
    	
10293641
    	
 
    	
Application filed on 12   December 2011 
   Review filed on 8 October 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMANS
    	
 
    	
18
    	
 
    	
10293643
    	
 
    	
Application filed on 12   December 2011 Amendments filed on 23 July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMANS
    	
 
    	
25
    	
 
    	
10293655
    	
 
    	
Application filed on 12   December 2011 
   Amendment filed on 26 June 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMANS
    	
 
    	
35
    	
 
    	
10293656
    	
 
    	
Application filed on 12   December 2011 
   Instructions to amend specification sent to China Sinda on 29   November 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMANS
    	
 
    	
35
    	
 
    	
10505674
    	
 
    	
Application filed on 20   February 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMANS
    	
 
    	
36
    	
 
    	
10505675
    	
 
    	
Application filed on 20   February 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMANS
    	
 
    	
39
    	
 
    	
10505676
    	
 
    	
Application filed on 20   February 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMAN MARCUS
    	
 
    	
36
    	
 
    	
10505669
    	
 
    	
Application filed on 20   February 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMAN MARCUS
    	
 
    	
39
    	
 
    	
10505670
    	
 
    	
Application filed on 20   February 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man ma ku si”; Chinese version of NEIMAN MARCUS as used by the media)
    	
 
    	
3
    	
 
    	
10652042
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man ma ku si”; Chinese version of NEIMAN MARCUS as used by the media)
    	
 
    	
18
    	
 
    	
10652041
    	
 
    	
Application filed on 21   March 2012 
   Amendments filed on 29 November 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man ma ku si”; Chinese version of NEIMAN MARCUS as used by the media)
    	
 
    	
25
    	
 
    	
10652040
    	
 
    	
Application filed on 21   March 2012 
   Amendments filed on 29 November 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man ma ku si”; Chinese version of
    	
 
    	
35
    	
 
    	
10652039
    	
 
    	
Application filed on 21   March 2012
    


 

7











 

	
NEIMAN MARCUS as used by the media)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man”; NEIMAN in Chinese Characters based on the Chinese version used by   the media)
    	
 
    	
3
    	
 
    	
10652038
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man”; NEIMAN in Chinese Characters based on the Chinese version used by   the media)
    	
 
    	
18
    	
 
    	
10652037
    	
 
    	
Application filed on 21   March 2012 
   Amendments filed on 29 November 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man”, NEIMAN in Chinese Characters based on the Chinese version used by   the media)
    	
 
    	
25
    	
 
    	
10652036
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man”; NEIMAN in Chinese Characters based on the Chinese version used by   the media)
    	
 
    	
35
    	
 
    	
10652035
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man si”; NEIMANS in Chinese Characters based on the Chinese version   used by the media)
    	
 
    	
3
    	
 
    	
10652034
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man si”; NEIMANS in Chinese Characters based on the Chinese version   used by the media)
    	
 
    	
18
    	
 
    	
10652033
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man si”; NEIMANS in Chinese Characters based on the Chinese version   used by the media)
    	
 
    	
25
    	
 
    	
10652032
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“nai man si”; NEIMANS in Chinese Characters based on the Chinese version   used by the media)
    	
 
    	
35
    	
 
    	
10652031
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“ni man ma ge”; Chinese version of NEIMAN MARCUS used in the press release)
    	
 
    	
3
    	
 
    	
10682113
    	
 
    	
Application filed on 27   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“ni man ma ge”; Chinese version of NEIMAN MARCUS used in the press release)
    	
 
    	
18
    	
 
    	
10682112
    	
 
    	
Application filed on 27   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“ni man ma ge”; Chinese version of NEIMAN MARCUS used in the press release)
    	
 
    	
25
    	
 
    	
10682111
    	
 
    	
Application filed on 27   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“ni man ma ge”; Chinese version of NEIMAN MARCUS used in the press release)
    	
 
    	
35
    	
 
    	
10682110
    	
 
    	
Application filed on 27   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

    	
 
    	
35
    	
 
    	
10927908
    	
 
    	
Application filed on 17   May 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“Ni Man” in Chinese Characters)
    	
 
    	
35
    	
 
    	
11199013
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“Ni Man” in Chinese Characters)
    	
 
    	
9
    	
 
    	
11359014
    	
 
    	
Application filed on 16   August 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMAN MARCUS
    	
 
    	
9
    	
 
    	
11359261
    	
 
    	
Application filed on 16   August 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF GOODMAN
    	
 
    	
25
    	
 
    	
3013771
    	
 
    	
Registered
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF GOODMAN
    	
 
    	
18
    	
 
    	
10293638
    	
 
    	
Application filed on 12   December 2011 
   Amendments filed on 23 July 2012
   Review filed on 8 October 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF GOODMAN
    	
 
    	
35
    	
 
    	
10293639
    	
 
    	
Application filed on 12   December 2011 
   Review filed on 8 October 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF
    	
 
    	
18
    	
 
    	
10293657
    	
 
    	
Application filed on 12   December 2011 
   Amendments filed on 26 June 2012
   Further amendments filed on 19 September 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF
    	
 
    	
25
    	
 
    	
10293658
    	
 
    	
Application filed on 12   December 2011 Amendments filed on 26 June 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF
    	
 
    	
35
    	
 
    	
10293659
    	
 
    	
Application filed on 12   December 2011
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF
    	
 
    	
35
    	
 
    	
10505671
    	
 
    	
Application filed on 20   February 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF
    	
 
    	
36
    	
 
    	
10505672
    	
 
    	
Application filed on 20   Februarv 2012
    


 

8











 

	
BERGDORF
    	
 
    	
39
    	
 
    	
10505673
    	
 
    	
Application filed on 20 February 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF GOODMAN
    	
 
    	
36
    	
 
    	
10505667
    	
 
    	
Application filed on 20   February 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF GOODMAN
    	
 
    	
39
    	
 
    	
10505668
    	
 
    	
Application filed on 20   February 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“bo dao fu”; BERGDORF in Chinese characters based on the Chinese version   used by the media)
    	
 
    	
3
    	
 
    	
10652030
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“bo dao fu”; BERGDORF in Chinese characters based on the Chinese version   used by the media)
    	
 
    	
18
    	
 
    	
10652029
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“bo dao fu”; BERGDORF in Chinese characters based on the Chinese version   used by the media)
    	
 
    	
25
    	
 
    	
10652028
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

    (“bo dao fu”;   BERGDORF in Chinese characters based on the Chinese version used by the   media)
    	
 
    	
35
    	
 
    	
10652027
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“bo dao fu si”; BERGDORFS in Chmese characters based on the Chinese version   used by the media)
    	
 
    	
3
    	
 
    	
10652026
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“bo dao fu si”; BERGDORFS in Chinese characters based on the Chinese vers1on   used by the media)
    	
 
    	
18
    	
 
    	
10652025
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“bo dao fu si”; BERGDORFS in Chinese characters based on the Chinese version   used by the media)
    	
 
    	
25
    	
 
    	
10652024
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“bo dao fu si”; BERGDORFS in Chinese characters based on the Chinese version   used by the media)
    	
 
    	
35
    	
 
    	
10652023
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“bo dao fu gu de man”; Chinese version of BERGDORF GOODMAN as used by the   media)
    	
 
    	
25
    	
 
    	
10652022
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

   (“bo dao fu gu de man:”; Chinese version of BERGDORF GOODMAN as used by the   media)
    	
 
    	
35
    	
 
    	
10652021
    	
 
    	
Application filed on 21   March 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

    	
 
    	
35
    	
 
    	
10927909
    	
 
    	
Application filed on 17   May 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF GOODMAN
    	
 
    	
25
    	
 
    	
11186483
    	
 
    	
Application filed on 10   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF GOODMAN
    	
 
    	
3
    	
 
    	
11199012
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF GOODMAN
    	
 
    	
14
    	
 
    	
11199011
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 (BAO GE in Chinese characters)
    	
 
    	
3
    	
 
    	
11199003
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 (BAO GE in Chinese characters)
    	
 
    	
14
    	
 
    	
11199002
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 (BAO GE in Chinese characters)
    	
 
    	
18
    	
 
    	
11199001
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 (BAO GE in Chinese characters)
    	
 
    	
25
    	
 
    	
11199000
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 (BAO GE in Chinese characters)
    	
 
    	
35
    	
 
    	
11198999
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 (BAO GE in Chinese characters)
    	
 
    	
36
    	
 
    	
11198998
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 (BAO GE in Chinese characters)
    	
 
    	
39
    	
 
    	
11198997
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

    	
 
    	
3
    	
 
    	
11198996
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

    	
 
    	
14
    	
 
    	
11198995
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

    	
 
    	
18
    	
 
    	
11198994
    	
 
    	
Application filed on 12   July 2012
    


 

9











 

	

    	
 
    	
25
    	
 
    	
11198993
    	
 
    	
Application filed on 12 July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

    	
 
    	
36
    	
 
    	
11198992
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

    	
 
    	
39
    	
 
    	
11198991
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BAO GE
    	
 
    	
3
    	
 
    	
11199010
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BAO GE
    	
 
    	
14
    	
 
    	
11199009
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BAO GE
    	
 
    	
18
    	
 
    	
11199008
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BAO GE
    	
 
    	
25
    	
 
    	
11199007
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BAO GE
    	
 
    	
35
    	
 
    	
11199006
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BAO GE
    	
 
    	
36
    	
 
    	
11199005
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BAO GE
    	
 
    	
39
    	
 
    	
11199004
    	
 
    	
Application filed on 12   July 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF GOODMAN
    	
 
    	
9
    	
 
    	
11359015
    	
 
    	
Application filed on 16   August 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

    	
 
    	
9
    	
 
    	
11359016
    	
 
    	
Application filed on 16   August 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 (BAO GE in Chinese characters)
    	
 
    	
9
    	
 
    	
11359017
    	
 
    	
Application filed on 16   August 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BAO GE
    	
 
    	
9
    	
 
    	
11359262
    	
 
    	
Application filed on 16   August 2012
    


 

Hong Kong Applications/Registrations in the name of NM Nevada Trust

 

	
Mark
    	
 
    	
Int’l Class
    	
 
    	
App   /Reg. No
    	
 
    	
Filing   Status
    
	

    	
 
    	
25
    	
 
    	
19810069
    	
 
    	
Registered
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMAN MARCUS
    	
 
    	
42
    	
 
    	
199406034
    	
 
    	
Registered
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMAN MARCUS
    	
 
    	
3, 14, 16, 18, 25, 30,   35
    	
 
    	
302150568
    	
 
    	
Registered
   Original certificate of registration sent on 14 November 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEIMANS
    	
 
    	
3, 14, 16, 18, 25, 30, 35
    	
 
    	
302150577
    	
 
    	
Registered
   Original certificate of registration sent on 14 November 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF GOODMAN
    	
 
    	
16, 18, 25, 30, 35
    	
 
    	
302150595
    	
 
    	
Registered
   Original certificate of registration sent on 14 November 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BERGDORF
    	
 
    	
16, 18, 25, 30, 35
    	
 
    	
302150586
    	
 
    	
Registered
   Original certificate of registration sent on 14 November 2012
    


 

10











 

Update to Exhibit F of the Security Agreement

 

Exhibit F of the Security Agreement is updated as follows:

 

The following is deleted:

 

	
Grantor
    	
 
    	
Interest Issued
    	
 
    	
Record and Beneficial
   Owner
    	
 
    	
Percentage
    
	
Neiman Marcus   Holdings, Inc.
    	
 
    	
100 shares of Common   Stock 
   $1.00 par value
    	
 
    	
The Neiman Marcus   Group, Inc.
    	
 
    	
100%
    


 

The Record and Beneficial Owner of Bergdorf Goodman, Inc. is The Neiman Marcus Group, Inc.

 

Securities Investment Accounts

 

The following items are deleted:

 

	
Securities Intermediary
    	
 
    	
Address
    	
 
    	
Fund Family
    	
 
    	
Account #
    
	
Total   Tax-Exempt
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
JP Morgan Chase Bank,   N.A.
    	
 
    	
2200 Ross Ave, 6th Floor
   Dallas, TX 75201
   Michael Minahan
   214-965-2737
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Taxable
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
JP Morgan Chase Bank,   N.A.
    	
 
    	
2200 Ross Ave, 6th Floor
   Dallas, TX 75201
   Michael Minahan
   214-965-2737
    	
 
    	
[***]
    	
 
    	
[***]
    


 

11











 

The following rows are added:

 

	
Securities Intermediary
    	
 
    	
Address
    	
 
    	
Fund Family
    	
 
    	
Account #
    
	
Total   Tax-Exempt
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
JP Morgan Chase Bank,   N.A.
    	
 
    	
383  MadisonAve.,  3rd Fl.
 New  York, NY  10179
 James  Griffin 
 212-834-2300
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Taxable
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
JP Morgan Chase Bank,   N.A.
    	
 
    	
383  Madison  Ave.,  3rd Fl.
 New  York,  NY  10179
 James  Griffin
 212-834-2300
    	
 
    	
[***]
    	
 
    	
[***]
    


 

12