Neiman Marcus 2008 Annual Report Download - page 315

Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender's failure to
comply with Section 2.15(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional amounts from the Borrower or any other Loan Party with
respect to such withholding tax pursuant to Section 2.15(a).
"Existing Bank Debt Refinancing" means the payment in full of all amounts, if any, due or owing under the Existing
Credit Agreement, the termination of all commitments thereunder and the release and discharge of all guarantees thereof (if any) and
all security therefor (if any).
"Existing Credit Agreement" means the $350,000,000 Credit Agreement dated June 9, 2004 among Neiman Marcus,
the lenders party thereto, Bank of America, N.A., as syndication agent, Wachovia Bank, N.A., Wells Fargo Bank National Association
and BNP Paribas, as documentation agents, and JPMorgan Chase Bank, as administrative agent.
"Extraordinary Distribution" means any dividends, distributions or other payments made by Kate Spade to the
Borrower or a Restricted Subsidiary (a) to the extent generated by (i) borrowings other than working capital borrowings, (ii) the sale
of debt or equity securities or (iii) sales or other dispositions or assets, other than inventory, accounts receivable and other assets sold
in the ordinary course of business or as part of the normal retirement or replacement of assets or (b) representing a liquidating
distribution or payment in connection with the liquidation or winding up of Kate Spade.
"Federal Funds Effective Rate" means, for any day, the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the
average of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized
standing selected by it.
"Fee Letter" means that certain Amended and Restated Fee Letter dated as of May 26, 2005, by and among the
Borrower, the Agent, Deutsche Bank Trust Company Americas, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank
Securities Inc., Bank of America, N.A., Banc of America Bridge LLC, Banc of America Securities LLC and Goldman Sachs Credit
Partners L.P.
"Financial Officer" means the chief financial officer, treasurer or controller of the Borrower.
"Fixed Charge Coverage Ratio" means, with respect to any Person for any period, the ratio of EBITDA of such
Person for such period to the Fixed Charges of such Person for such period. In the event that the Borrower or any Restricted
Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any
revolving credit facility that has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or
Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but
prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation
Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee,
redemption, retirement or extinguishing of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as
if the same had occurred at the beginning of the applicable four-quarter period (the "reference period").
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