Neiman Marcus 2008 Annual Report Download - page 620

the offer made by Bank, (B) keep such New Portfolio or (C) offer such New Portfolio for sale to a third party; provided that NMG
shall not sell such New Portfolio to a third party unless such third party makes an offer having financial terms and conditions
(including terms relating to the manner in which the conversion costs relating to the contemplated transaction are to be allocated
among the Parties) substantially more favorable in the aggregate than the terms and conditions offered by Bank. If NMG does not sell
such New Portfolio to Bank (whether because NMG elects to keep such New Portfolio or sell it to a third party), the restrictions of
Section 2.2 shall not apply to the Credit Card business associated with such New Portfolio, including any growth thereof.
14.2 Retailer that has a Credit Card with another Issuer. If NMG or any of its Subsidiaries acquires or otherwise combines with
(including by merger, consolidation or other business combination) a retail department store business that through an unaffiliated
Person (other than Bank or any of its Affiliates) issues a Credit Card in the United States, unless such transaction is one giving right to
a termination by NMG pursuant to Section 16.2(c) and as to which NMG has exercised such right, Bank agrees that it shall negotiate
in good faith for the purchase of the retailer's Credit Card portfolio from such unaffiliated issuer associated with the retail assets being
acquired. Prior to or promptly following the consummation of the acquisition, NMG shall provide notice to Bank indicating its
intention to engage in, or the consummation of, as the case may be, such acquisition and shall cooperate to the extent practicable to
provide Bank with a reasonable opportunity to conduct due diligence. In the event that Bank is unsuccessful in its bid for the Credit
Card portfolio, NMG may offer the Credit Card program of such unaffiliated issuer until the expiration of the agreement governing
such program, and Bank shall negotiate in good faith for the purchase of the Credit Card portfolio at that time; provided, however, that
if Bank is unable to agree to the terms of the purchase of such Credit Card portfolio prior to the time that notice of termination or
election to extend the term, as applicable, is due under such program agreement, NMG shall have the right to continue to operate such
Credit Card portfolio under the existing program agreement or to purchase and operate such retailer's Credit Card business itself or to
engage a third party to do so; provided, however, that NMG shall not engage a third party other than Bank unless the financial terms
and conditions (including terms relating to the manner in which the conversion costs relating to the contemplated transaction are to be
allocated among the Parties) pursuant to which such third party is to operate such Credit Card business are substantially more
favorable in the aggregate to NMG than the terms and conditions offered by Bank. If NMG or any of its Subsidiaries, directly or with
a third Person, acquires the Credit Card business of another retailer pursuant to this provision and this Agreement remains in effect,
Section 2.2 shall not apply to such acquired Credit Card business or to the associated acquired retail operations, including any growth
thereof.
14.3 Retailer that has a Credit Card with Bank. If NMG or any of its Subsidiaries acquires (including by merger, consolidation
or other business combination) a retail department store business that through Bank or any of its Affiliates issues a Credit Card in the
United States, Bank and NMG shall assess and mutually agree whether to integrate such Credit Card portfolio with the Program or
operate such portfolio separately as provided in Section 14.5 below.
14.4 Co-Branded Credit Card. Except as provided in Section 14.5, neither Bank nor NMG shall have any obligation under this
Article XIV with respect to any co-branded Credit
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