REVOLVING CREDIT AGREEMENT, dated as of October 25, 2013, among MARIPOSA INTERMEDIATE HOLDINGS LLC, as Holdings, MARIPOSA MERGER SUB LLC, (to be merged with and into NEIMAN MARCUS GROUP LTD INC.) as the Borrower, THE CO-BORROWERS PARTY HERETO, THE...Credit Agreement • October 29th, 2013 • Neiman Marcus Group LTD Inc. • Retail-department stores • New York
REVOLVING CREDIT AGREEMENT, dated as of October 25, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MARIPOSA MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), the Lenders party hereto from time to time, CREDIT SUISSE AG, NEW YORK BRANCH and RBC CAPITAL MARKETS, as co-syndication agents (in such capacities, the “Co-Syndication Agents”), BANK OF AMERICA, N.A., GENERAL ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE BANK, N.A. AND WELLS FARGO BANK, N.A., as co-documentation agents (in such capacities, the “Co-Documentation Agents”) and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”), as Swingline Lender (in such capacity
TERM LOAN CREDIT AGREEMENT, dated as of October 25, 2013, among MARIPOSA INTERMEDIATE HOLDINGS LLC, as Holdings, MARIPOSA MERGER SUB LLC, (to be merged with and into NEIMAN MARCUS GROUP LTD INC.) as the Borrower, THE LENDERS PARTY HERETO, CREDIT...Term Loan Credit Agreement • October 29th, 2013 • Neiman Marcus Group LTD Inc. • Retail-department stores • New York
TERM LOAN CREDIT AGREEMENT, dated as of October 25, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MARIPOSA MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), the Lenders party hereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2013 • Neiman Marcus Group LTD Inc. • Retail-department stores • Texas
This Employment Agreement (this “Agreement”), effective as of the Effective Date, is by and among James J. Gold (the “Executive”), The Neiman Marcus Group, Inc., a Delaware corporation (“NMG”), and, solely for purposes of Paragraphs 2 and 23, Neiman Marcus Group LTD Inc. (formerly known as Neiman Marcus, Inc., and referred to as “NMI”), a Delaware corporation.
INDENTURE Dated as of October 21, 2013Mariposa Merger Sub • October 29th, 2013 • Neiman Marcus Group LTD Inc. • Retail-department stores • New York
INDENTURE, dated as of October 21, 2013, as amended or supplemented from time to time (this “Indenture”), among MARIPOSA MERGER SUB LLC, a Delaware limited liability company (“Mariposa” or the “LLC Co-Issuer”), MARIPOSA BORROWER, INC., a Delaware corporation (the “Corporate Co-Issuer” and, together with the LLC Co-Issuer, the “Issuers”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEIMAN MARCUS GROUP LTD LLCLimited Liability Company Agreement • October 29th, 2013 • Neiman Marcus Group LTD Inc. • Retail-department stores • Delaware
This Amended and Restated Limited Liability Company Agreement of Neiman Marcus Group LTD LLC (the “Company”), dated as of October 28, 2013 (this “Agreement”) is entered into by Mariposa Intermediate Holdings LLC, a Delaware limited liability company, as the sole member (the “Member”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2013 • Neiman Marcus Group LTD Inc. • Retail-department stores • Texas
This Employment Agreement (this “Agreement”), effective as of the Effective Date, is by and among Karen Katz (the “Executive”), The Neiman Marcus Group, Inc., a Delaware corporation (“NMG”) and, solely for purposes of Paragraphs 2 and 23, Neiman Marcus Group LTD Inc. (formerly known as Neiman Marcus, Inc., and referred to as “NMI”), a Delaware corporation.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 29th, 2013 • Neiman Marcus Group LTD Inc. • Retail-department stores • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 25, 2013 (this “Supplemental Indenture”), is by and among Neiman Marcus Group LTD Inc., a Delaware corporation (the “LLC Co-Issuer”) as successor by merger of Mariposa Merger Sub LLC (“Merger Sub”) with and into Neiman Marcus Group LTD Inc. (which will convert into a limited liability company promptly after the date hereof), Mariposa Borrower, Inc., a Delaware corporation (the “Corporate Co-Issuer” and, together with the LLC Co-Issuer, the “Issuers”) and each of the parties identified as a New Guarantor on the signature pages hereto (each, a “New Guarantor” and collectively, the “New Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 29th, 2013 • Neiman Marcus Group LTD Inc. • Retail-department stores • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 25, 2013 (this “Supplemental Indenture”), is by and among Neiman Marcus Group LTD Inc., a Delaware corporation (the “LLC Co-Issuer”) as successor by merger of Mariposa Merger Sub LLC (“Merger Sub”) with and into Neiman Marcus Group LTD Inc. (which will convert into a limited liability company promptly after the date hereof), Mariposa Borrower, Inc., a Delaware corporation (the “Corporate Co-Issuer” and, together with the LLC Co-Issuer, the “Issuers”) and each of the parties identified as a New Guarantor on the signature pages hereto (each, a “New Guarantor” and collectively, the “New Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
