Neiman Marcus 2008 Annual Report Download - page 379

For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower and
the Restricted Subsidiaries (except to the extent repaid) in the subsidiary so designated shall be deemed to be Restricted Payments in
an amount determined as set forth in the last sentence of the definition of "Investment". Such designation shall be permitted only if a
Restricted Payment in such amount would be permitted at such time, whether pursuant to paragraph (a) of this Section 6.04 or under
clauses (ix), (xiii) or (xvi) of paragraph (b) of this Section 6.04, or pursuant to the definition of "Permitted Investments", and if such
subsidiary otherwise meets the definition of an "Unrestricted Subsidiary".
SECTION 6.05. Limitations on Transactions with Affiliates. (a) The Borrower shall not, and shall not permit any
Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate of the Borrower (each of the foregoing, an "Affiliate Transaction")
involving aggregate payments or consideration in excess of $10,000,000, unless (i) such Affiliate Transaction is on terms that are not
materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person and (ii) the Borrower delivers to the
Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or
consideration in excess of $30,000,000, a Board Resolution adopted by the majority of the members of the Board of Directors of the
Borrower approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above.
(b) The limitations set forth in paragraph (a) of this Section 6.05 shall not apply to:
(i) transactions between or among the Borrower or any of the Restricted Subsidiaries;
(ii) Restricted Payments that are permitted by the provisions of Section 6.04 and the definition of "Permitted
Investments";
(iii) the payment of management, consulting, monitoring and advisory fees and related expenses to the Sponsors
and any termination or other fee payable to the Sponsors upon a change of control or initial public equity offering of the
Borrower or any direct or indirect parent company thereof pursuant to the Management Services Agreement as in effect on
the Closing Date;
(iv) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers,
directors, managers, employees or consultants of the Borrower, any of its direct or indirect parent companies or any
Restricted Subsidiary;
(v) payments by the Borrower or any Restricted Subsidiary to any of the Sponsors and the Co-Investors for any
financial advisory, financing, underwriting or placement services or in respect of other investment banking activities,
including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the
Board of Directors of the Borrower in good faith;
(vi) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Agent a
letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted
Subsidiary from a financial point of view or meets the requirements of clause (i) of paragraph (a) of this Section 6.05;
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