AGAINST MORTGAGOR A PETITION UNDER THE
BANKRUPTCY CODE AND MORTGAGOR, AS LESSEE UNDER A SUBJECT LEASE, SHALL DETERMINE
TO REJECT SUCH SUBJECT LEASE PURSUANT TO SECTION 365(A) OF THE BANKRUPTCY CODE,
THEN MORTGAGOR SHALL GIVE MORTGAGEE NOT LESS THAN TWENTY DAYS' PRIOR NOTICE OF
THE DATE ON WHICH MORTGAGOR SHALL APPLY TO THE BANKRUPTCY COURT FOR AUTHORITY TO
REJECT SUCH SUBJECT LEASE.
MORTGAGEE SHALL HAVE THE RIGHT, BUT NOT THE
OBLIGATION, TO SERVE UPON MORTGAGOR WITHIN SUCH TWENTY DAY PERIOD A NOTICE
STATING THAT MORTGAGEE DEMANDS THAT MORTGAGOR ASSUME AND ASSIGN SUCH SUBJECT
LEASE TO MORTGAGEE PURSUANT TO SECTION 365 OF THE BANKRUPTCY CODE.
IF MORTGAGEE
SHALL SERVE UPON MORTGAGOR THE NOTICE DESCRIBED IN THE PRECEDING SENTENCE,
MORTGAGOR SHALL NOT SEEK TO REJECT SUCH SUBJECT LEASE AND SHALL COMPLY WITH THE
DEMAND PROVIDED FOR IN THE PRECEDING SENTENCE.
(P)
EFFECTIVE UPON THE ENTRY OF AN ORDER FOR RELIEF WITH RESPECT TO MORTGAGOR
UNDER THE BANKRUPTCY CODE, MORTGAGOR HEREBY ASSIGNS AND TRANSFERS TO MORTGAGEE A
NON-EXCLUSIVE
23
RIGHT TO APPLY TO THE BANKRUPTCY COURT UNDER SUBSECTION 365(D)(4) OF THE
BANKRUPTCY CODE FOR AN ORDER EXTENDING THE PERIOD DURING WHICH THE SUBJECT LEASE
MAY BE REJECTED OR ASSUMED.
24
IN WITNESS WHEREOF, this Mortgage has been duly executed and delivered to
Mortgagee by Mortgagor on the date of the acknowledgment attached hereto.
THE NEIMAN MARCUS GROUP, INC., a
Delaware corporation,
by:
Name:
Title:
25
[ADD LOCAL FORM OF ACKNOWLEDGMENT]
26
Exhibit A
to Mortgage
Description of the Land
27
Exhibit B
to Mortgage
Description of the Subject Lease
28
Exhibit C
to Mortgage
Intercreditor Agreement
29
Appendix A
to Mortgage
Local Law Provisions
None
30
Acceptance of Offer to Acquire Shares of Newco (the "Acceptance Form")
Pursuant to the terms and conditions set forth in letter to me dated
September 30, 2005, I,
, hereby elect
make an investment in Newco and purchase Shares in the amount and manner below:
1.
$
, which will be satisfied through a contribution
of
NMG shares (at $100 per share).
2.
$
, which will be satisfied through a reduction in
my after-tax proceeds from any cash payment of the Merger Consideration I will
receive in exchange equity or equity-based interests other than those being
rolled over pursuant to this Agreement.
3.
$
, which will be satisfied by wire transfer (wire
instructions to be supplied).
Aggregate Investment = $
(sum of 1, 2 and 3 above
cannot be less than $50,000)
Signature
Date
F-1