EXHIBIT 10.19
NEIMAN MARCUS FUNDING CORPORATION
Seller
THE NEIMAN MARCUS GROUP, INC.
Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 2000-1 Certificateholders
SERIES 2000-1 SUPPLEMENT
Dated as of July 21, 2000
to
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 1995 and amended and restated as of July 2, 2000
NEIMAN MARCUS GROUP CREDIT CARD MASTER TRUST
$225,000,000 Floating Rate Class A Asset Backed
Certificates, Series 2000-1
$23,800,000 Class B Asset Backed
Certificates, Series 2000-1
$68,200,000 Class C Asset Backed
Certificates, Series 2000-1
TABLE OF CONTENTS
Page
ARTICLE I
CREATION OF THE SERIES 2000-1 CERTIFICATES . . . . . . . . . .1
Section 1.1 Designation.. . . . . . . . . . . . .1
ARTICLE II
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . .1
Section 2.1 Definitions . . . . . . . . . . . . .1
ARTICLE III
SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.1 Servicing Compensation. . . . . . . 16
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF
COLLECTIONS. . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.1 Rights of Certificateholders. . . . 17
Section 4.2 Collections and Allocation; Payments on
Seller Certificate ... . . . . . . . . . . . . . . 17
Section 4.3 Determination of Monthly Interest for the
Series 2000-1 Certificates . . . . . . . . . . . . 20
Section 4.4 Determination of Principal Amounts. 21
Section 4.5 Shared Principal Collections. . . . 22
Section 4.6 Application of Funds on Deposit in the
Collection Account for the Certificates. . . . . . 22
Section 4.7 Coverage of Required Amount for the Series
2000-1 Certificates
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.8 Investor Charge-Offs. . . . . . . . 25
Section 4.9 Reallocated Principal Collections for the
Series 2000-1 Certificates
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.10 Discount Option Percentage. . . . . 26
ARTICLE V
DISTRIBUTIONS AND REPORTS TO SERIES 2000-1 INVESTOR
CERTIFICATEHOLDERS . . . . . . . . . . . . . . . . . . . . . 27
Section 5.1 Distributions . . . . . . . . . . . 27
Section 5.2 Reports and Statements to Series 2000-1
Certificateholders . . . . . . . . . . . . . . . . 28
ARTICLE VI
EARLY AMORTIZATION EVENTS. . . . . . . . . . . . . . . . . . 28
Section 6.1 Series 2000-1 Pay Out Events. . . . 28
ARTICLE VII
OPTIONAL REPURCHASE; SERIES TERMINATION; SALE OF CLASS C
CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 7.1 Optional Repurchase . . . . . . . . 30
Section 7.2 Series 2000-1 Termination . . . . . 30
Section 7.3 Reduction of Class C Invested Amount During
the Revolving Period; Designation of Class C Certificate Terms;
Sale of Class C Certificates
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE VIII
FINAL DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . 31
Section 8.1 Sale of Receivables or Certificateholders'
Interest pursuant to Section 2.06 or 10.01 of the Agreement and
Section 7.1 or 7.2 of this Supplement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE IX
MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . 32
Section 9.1 Delivery and Payment for the Series 2000-1
Certificates . . . . . . . . . . . . . . . . . . . 33
Section 9.2 Form of Delivery of Series 2000-1
Certificates . . . . . . . . . . . . . . . . . . . 33
Section 9.3 Legend on Certificates. . . . . . . 33
Section 9.4 Ratification of Agreement . . . . . 34
Section 9.5 Counterparts. . . . . . . . . . . . 34
Section 9.6 GOVERNING LAW . . . . . . . . . . . 34
Section 9.7 Instructions in Writing . . . . . . 34
EXHIBITS
EXHIBIT A-1 FORM OF CLASS A INVESTOR CERTIFICATE
EXHIBIT A-2 FORM OF CLASS B INVESTOR CERTIFICATE
EXHIBIT A-3 FORM OF CLASS C INVESTOR CERTIFICATE
EXHIBIT B FORM OF MONTHLY SERIES 2000-1 CERTIFICATEHOLDERS'
STATEMENT
EXHIBIT C FORM OF MONTHLY SERVICER'S CERTIFICATE
SERIES 2000-1 SUPPLEMENT, dated as of July 21, 2000 (this
"Supplement") by and among NEIMAN MARCUS FUNDING CORPORATION, a corporation
organized and existing under the laws of the State of Delaware, as Seller
(the "Seller"), THE NEIMAN MARCUS GROUP, INC., a corporation organized and
existing under the laws of the State of Delaware, as Servicer (the
"Servicer"), and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (together with its successors in trust thereunder as provided in
the Agreement referred to below, the "Trustee") under the Pooling and
Servicing Agreement dated as of March 1, 1995 and amended and restated as
of July 2, 2000 (as amended, the "Agreement") among the Seller, the
Servicer and the Trustee.
Section 6.03 of the Agreement provides, among other things, that the
Seller and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the issuance by
the Seller, for execution and redelivery to the Trustee for authentication,
of one or more Series of Certificates.
Pursuant to this Supplement, the Seller and the Trustee shall create
a new Series of Investor Certificates and shall specify the Principal Terms
thereof.
ARTICLE I
CREATION OF THE SERIES 2000-1 CERTIFICATES
Section 1.1 Designation. There is hereby created a Series of
Investor Certificates to be issued pursuant to the Agreement and this
Supplement to be known generally as the "Series 2000-1 Certificates." The
Series 2000-1 Certificates shall be issued in three Classes, which shall be
designated generally as the $225,000,000 Floating Rate Class A Asset Backed
Certificates, Series 2000-1 (the "Class A Certificates"), the $23,800,000
Class B Asset Backed Certificates, Series 2000-1 (the "Class B
Certificates") and the $68,200,000 Class C Asset Backed Certificates,
Series 2000-1 (the "Class C Certificates"). The Series 2000-1 Certificates
shall be included in Group I.
ARTICLE II
DEFINITIONS
Section 2.1 Definitions. In the event that any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Agreement, the terms and provisions of this Supplement
shall govern with respect to the Series 2000-1 Certificates. All Article,
Section or subsection references herein shall mean Article, Section or
subsections of this Supplement except as otherwise provided herein. All
capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed to them in the Agreement. Each capitalized term
defined herein shall relate only to the Series 2000-1 Certificates and no
other Series of Certificates issued by the Trust.
"Additional Interest" shall mean, at any time of determination, the
sum of Class A Additional Interest, Class B Additional Interest and Class C
Additional Interest.
"Available Principal Collections" shall have the meaning specified in
subsection 4.4(a).
"Amortization Period Commencement Date" shall mean the earlier of the
first day of the March 2005 Monthly Period and the Rapid Amortization
Commencement Date.
"Available Series 2000-1 Finance Charge Collections" shall have the
meaning specified in subsection 4.6(a).
"Base Rate" shall mean, with respect to any Monthly Period, the sum
of (a) the average of the Class A Certificate Rate, the Class B Certificate
Rate and the Class C Certificate Rate, in each case for the Interest
Accrual Period that begins during that Monthly Period, weighted by the
unpaid principal amount of each respective Class of Certificates plus (b)
the Servicing Fee Rate.
"Business Day" shall mean any day other than (a) a Saturday or Sunday
or (b) any other day on which national banking associations or state
banking institutions in New York, New York, Dallas, Texas or Boston,
Massachusetts are authorized or obligated by law, executive order or
governmental decree to be closed; provided that as used in the definition
of "LIBOR" and "LIBOR Determination Date," "Business Day" shall mean a day
for dealings by and between banks in U.S. dollar deposits in the London
interbank eurodollar markets.
"Carryover Class A Interest" shall mean, with respect to any
Distribution Date, (a) any Class A Monthly Interest due but not paid on any
previous Distribution Date plus (b) any Class A Additional Interest.
"Carryover Class B Interest" shall mean, with respect to any
Distribution Date, (a) any Class B Monthly Interest due but not paid on any
previous Distribution Date plus (b) any Class B Additional Interest.
"Carryover Class C Interest" shall mean, with respect to any
Distribution Date, (a) any Class C Monthly Interest due but not paid on any
previous Distribution Date plus (b) any Class C Additional Interest.
"Carryover Interest" shall mean, with respect to any Distribution
Date, the sum of Carryover Class A Interest, Carryover Class B Interest and
Carryover Class C Interest.
"Class A Additional Interest" shall have the meaning specified in
subsection 4.3.
"Class A Certificateholder" shall mean the Person in whose name a
Class A Certificate is registered in the Certificate Register.
"Class A Certificateholders' Interest" shall mean, with respect to
any date, the portion of the Series 2000-1 Certificateholders' Interest
evidenced by the Class A Certificates.
"Class A Certificate Rate" shall mean, with respect to any Interest
Accrual Period, a per annum rate equal to 0.27% in excess of LIBOR
prevailing on the related LIBOR Determination Date.
"Class A Certificates" shall mean any of the certificates executed by
the Seller and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A-1 hereto.
"Class A Controlled Amortization Amount" shall mean $37,500,000.
"Class A Controlled Distribution Amount" shall mean, with respect to
any Distribution Date, an amount equal to the Class A Controlled
Amortization Amount plus the Class A Deficit Controlled Amortization Amount
determined on the preceding Distribution Date, if any.
"Class A Deficit Controlled Amortization Amount" shall mean (a) on
the first Distribution Date with respect to the Controlled Amortization
Period, the excess, if any, of the Class A Controlled Amortization Amount
for such Distribution Date over the amount distributed from the Collection
Account as Class A Principal for such Distribution Date and (b) on each
subsequent Distribution Date with respect to the Controlled Amortization
Period the excess, if any, of the Class A Controlled Distribution Amount
for such subsequent Distribution Date over the amount distributed from the
Collection Account as Class A Principal, for such subsequent Distribution
Date.
"Class A Expected Final Payment Date" shall mean the September 2005
Distribution Date.
"Class A Fixed Allocation Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is (x) during the Controlled Amortization Period, the Class A
Invested Amount as of the last day of the Revolving Period and (y) during
the Rapid Amortization Period, the Class A Invested Amount as of the last
day of the Revolving Period, or, if less, the last numerator used to
calculate the Class A Fixed Allocation Percentage in the Controlled
Amortization Period, if any, and the denominator of which is the greater of
(a) the sum of the total amount of Principal Receivables in the Trust and
the amount on deposit in the Excess Funding Account as of the last day of
the immediately preceding Monthly Period (or, in the case of the first
Monthly Period, the Closing Date) and (b) the sum of the numerators used to
calculate the principal allocation percentages for all Classes outstanding
as of the date as to which such determination is being made; provided (x)
that if Series 2000-1 is paired with a Paired Series and a rapid
amortization event occurs with respect to such Paired Series during the
Controlled Amortization Period, the Seller may, after satisfying the Rating
Agency Condition with respect to the Series 2000-1 Certificates, by written
notice delivered to the Trustee and the Servicer, designate a different
numerator (provided that such numerator is not less than the Class A
Invested Amount minus the amounts available in the Excess Funding Account
allocable to the Class A Certificates as of the last day of the revolving
period for such Paired Series) and (y) during the Controlled Amortization
Period, at the option of the Seller, after satisfying the Rating Agency
Condition with respect to the Series 2000-1 Certificates, the numerator of
the Class A Fixed Allocation Percentage may be reduced below the numerator
used in the previous Monthly Period to an amount not less than the greater
of (A) the Class A Invested Amount as of the last day of the immediately
preceding Monthly Period and (B) an amount that, if used as the numerator
of the Class A Fixed Allocation Percentage for the remainder of the
Controlled Amortization Period, would assure that the Class A Principal
would equal at least 125% of the Class A Controlled Amortization Amount for
each Monthly Period for so long as the Class A Invested Amount is greater
than zero assuming for this purpose that (1) the payment rate with respect
to Collections of Principal Receivables remains constant at a level equal
to the average of the levels of the three immediately preceding Monthly
Periods, (2) the total amount of Principal Receivables in the Trust (and
the principal amount on deposit in the Excess Funding Account, if any)
remains constant at the level of such reduction, (3) no Pay Out Event with
respect to any Series will subsequently occur and (4) no additional Series
(other than any Series being issued on the date of such reduction) will be
subsequently issued; provided further, if one or more Reset Dates occur in
a Monthly Period, the Class A Fixed Allocation Percentage for the portion
of the Monthly Period falling after each such Reset Date (the "subject
Reset Date") and prior to or on any subsequent Reset Date will be reset
using a denominator equal to the greater of the amounts specified in
clauses (a) and (b) above determined as of the close of business on the
subject Reset Date.
"Class A Floating Allocation Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the numerator
of which is the Class A Invested Amount as of the close of business on the
last day of the immediately preceding Monthly Period (or, in the case of
the first Monthly Period, the Closing Date) and the denominator of which is
the greater of (i) the total amount of Principal Receivables in the Trust
and the amount on deposit in the Excess Funding Account as of the close of
business on such date and (ii) the sum of the numerators with respect to
all Classes of all Series then outstanding used to calculate the allocation
percentage for the type of Collections (or the Defaulted Amount) to which
the Class A Floating Allocation Percentage is to be applied; provided, that
if one or more Reset Dates occur in a Monthly Period, the Class A Floating
Allocation Percentage for the portion of the Monthly Period falling after
each such Reset Date (the "subject Reset Date") and prior to or on any
subsequent Reset Date will be reset using a denominator equal to the
greater of the amounts specified in clauses (i) and (ii) above determined
as of the close of business on the subject Reset Date.
"Class A Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class A Certificates, which is $225,000,000.
"Class A Interest Shortfall" shall have the meaning specified in
subsection 4.3.
"Class A Invested Amount" shall mean, when used with respect to any
date of determination, an amount equal to (a) the Class A Initial Invested
Amount, minus (b) the
aggregate amount of principal payments made to Class A Certificateholders
prior to such date, minus (c) the aggregate amount of Class A Investor
Charge-Offs for all prior Distribution Dates, and plus (d) the sum of the
aggregate amount allocated with respect to Class A Investor Charge-Offs and
available on all prior Distribution Dates pursuant to subsection 4.6(a)(v)
for the purpose of reinstating amounts reduced pursuant to the foregoing
clause (c).
"Class A Investor Adjustment Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (a) the Class A
Floating Allocation Percentage and (b) any Unpaid Adjustment Amount for
that Distribution Date; provided that if one or more Reset Dates occurred
during the related Monthly Period, then the daily average Class A Floating
Allocation Percentage for the related Monthly Period shall be used in
clause (a).
"Class A Investor Charge-Offs" shall have the meaning specified in
subsection 4.8(c).
"Class A Investor Defaulted Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (a) the Class A
Floating Allocation Percentage and (b) the Defaulted Amount, in each case
for the related Monthly Period; provided that if one or more Reset Dates
occurred during the related Monthly Period, then the daily average Class A
Floating Allocation Percentage for the related Monthly Period shall be used
in clause (a).
"Class A Monthly Interest" shall have the meaning specified in
subsection 4.3.
"Class A Principal" shall mean the principal distributable in respect
of the Class A Certificates as calculated in accordance with subsection
4.4(a).
"Class A Principal Allocation Percentage" shall mean, with respect to
any Monthly Period (a) during the Revolving Period, the Class A Floating
Allocation Percentage and (b) during the Controlled Amortization Period or
the Rapid Amortization Period, the Class A Fixed Allocation Percentage.
"Class A Required Amount" shall mean, with respect to each
Distribution Date, the amount determined by the Servicer equal to the
excess, if any, of (a) the sum of (i) Class A Monthly Interest for the
related Monthly Period, (ii) any Carryover Class A Interest previously due
but not paid to the Class A Certificateholders on a prior Distribution Date
and (iii) if The Neiman Marcus Group, Inc. or an Affiliate of The Neiman
Marcus Group, Inc. is no longer the Servicer, the Class A Servicing Fee for
the related Monthly Period over (b) the Available Series 2000-1 Finance
Charge Collections plus any Excess Finance Charge Collections from other
Series allocable to Series 2000-1 applied pursuant to subsections 4.6(a)(i)
and (iii).
"Class A Servicing Fee" shall have the meaning specified in
Section 3.1.
"Class B Additional Interest"shall mean the amount, if any,
distributable in respect of the Class B Certificates as calculated pursuant
to a supplemental agreement entered into in accordance with Section 7.3.
"Class B Certificateholder" shall mean the Person in whose name a
Class B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean, with respect to
any date, the portion of the Series 2000-1 Certificateholders' Interest
evidenced by the Class B Certificates.
"Class B Certificate Rate" shall mean, with respect to any Interest
Accrual Period, a per annum rate equal to 0%; provided, however such
interest rate may be increased pursuant to the terms of a supplemental
agreement entered into in accordance with Section 7.3.
"Class B Certificates" shall mean any of the certificates executed by
the Seller and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A-2 hereto.
"Class B Controlled Amortization Amount" shall mean $23,800,000.
"Class B Expected Final Payment Date" shall mean the October 2005
Distribution Date.
"Class B Fixed Allocation Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class B Invested Amount as of the last day of the Revolving
Period, and the denominator of which is the greater of (a) the sum of the
total amount of Principal Receivables in the Trust and the amount on
deposit in the Excess Funding Account as of the last day of the immediately
preceding Monthly Period (or, in the case of the first Monthly Period, the
Closing Date) and (b) the sum of the numerators used to calculate the
principal allocation percentages for all Classes outstanding as of the date
as to which such determination is being made; provided that if one or more
Reset Dates occur in a Monthly Period, the Class B Fixed Allocation
Percentage for the portion of the Monthly Period falling after each such
Reset Date (the "subject Reset Date") and prior to or on any subsequent
Reset Date will be reset using a denominator equal to the greater of the
amounts specified in clauses (a) and (b) above determined as of the close
of business on the subject Reset Date.
"Class B Floating Allocation Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the numerator
of which is the Class B Invested Amount as of the close of business on the
last day of the immediately preceding Monthly Period (or, in the case of
the first Monthly Period, the Closing Date) and the denominator of which is
the greater of (a) the total amount of Principal Receivables in the Trust
and the amount on deposit in the Excess Funding Account as of the close of
business on such date and (b) the sum of the numerators with respect to all
Classes of all Series then outstanding used to calculate the applicable
allocation percentage for the type of Collections (or the Defaulted Amount)
to which the Class B Floating Allocation Percentage is to be applied;
provided, that if one or more Reset Dates occur in a Monthly Period, the
Class B Floating Allocation Percentage for the portion of the Monthly
Period falling after each such Reset Date (the "subject Reset Date") and
prior to or on any subsequent Reset Date will be reset using a denominator
equal to the greater of the amounts specified in clauses (i) and (ii) above
determined as of the close of business on the subject Reset Date.
"Class B Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class B Certificates, which is $23,800,000.
"Class B Interest Shortfall" shall have the meaning specified in
Section 7.3(b)
"Class B Invested Amount" shall mean, when used with respect to any
date of
determination, an amount equal to (a) the Class B Initial Invested Amount,
minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of
Class B Investor Charge-Offs for all prior Distribution Dates, minus (d)
the aggregate amount of Reallocated Class B Principal Collections for which
the Class B Invested Amount has been reduced for all prior Distribution
Dates, and plus (e) the sum of the aggregate amount allocated and available
on all prior Distribution Dates pursuant to subsection 4.6(a)(vii) for the
purpose of reinstating amounts reduced pursuant to the foregoing clauses
(c) and (d).
"Class B Investor Adjustment Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (a) the Class B
Floating Allocation Percentage and (b) any Unpaid Adjustment Amount for
that Distribution Date; provided that if one or more Reset Dates occurred
during the related Monthly Period, then the daily average Class B Floating
Allocation Percentage for the related Monthly Period shall be used in
clause (a).
"Class B Investor Charge-Offs" shall have the meaning specified in
subsection 4.8(b).
"Class B Investor Defaulted Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (a) the Class B
Floating Allocation Percentage and (b) the Defaulted Amount, in each case
for the related Monthly Period; provided that if one or more Reset Dates
occurred during the related Monthly Period, then the daily average Class B
Floating Allocation Percentage for the related Monthly Period shall be used
in clause (a).
"Class B Monthly Interest" shall mean the interest, if any,
distributable in respect of the Class B Certificates as may be calculated
pursuant to a supplemental agreement entered into in accordance with
Section 7.3.
"Class B Principal" shall mean the principal distributable in respect
of the Class B Certificates as calculated in accordance with subsection
4.4(b).
"Class B Principal Allocation Percentage" shall mean (a) during the
Revolving Period, the Class B Floating Allocation Percentage and (b) during
the Controlled Amortization Period or the Rapid Amortization Period, the
Class B Fixed Allocation Percentage.
"Class B Principal Payment Commencement Date" shall mean the earliest
of (a) the Distribution Date in the Controlled Amortization Period after
the one on which the Class A Invested Amount is paid in full, (b) the
Distribution Date falling in the Rapid Amortization Period on which the
Class A Invested Amount is paid in full and (c) the Distribution Date
following a sale or repurchase of the Receivables as set forth in Sections
2.06, 10.02, 12.01 or 12.02 of the Agreement and Section 7.1 of this
Supplement.
"Class B Required Amount" shall mean, with respect to each
Distribution Date, the amount determined by the Servicer equal to the
excess, if any, of (a) the sum of (i) Class B Monthly Interest for the
related Monthly Period, (ii) any Carryover Class B Interest previously due
but not paid to the Class B Certificateholders on a prior Distribution Date
and (iii) if The Neiman Marcus Group, Inc. or an Affiliate of The Neiman
Marcus Group, Inc. is no longer the Servicer, the Class B Servicing Fee for
the related Monthly Period over (b) the Available Series 2000-1 Finance
Charge Collections plus any Excess Finance Charge Collections from other
Series allocable to Series 2000-1 applied pursuant to subsections
4.6(a)(ii) and (iii).
"Class B Servicing Fee" shall have the meaning specified in
Section 3.1.
"Class C Additional Interest" shall mean the amount, if any,
distributable in respect of the Class C Certificates as calculated pursuant
to a supplemental agreement entered into in accordance with Section 7.3.
"Class C Certificateholder" shall mean the Person in whose name a
Class C Certificate is registered in the Certificate Register.
"Class C Certificateholders' Interest" shall mean, with respect to
any date, the portion of the Series 2000-1 Certificateholders' Interest
evidenced by the Class C Certificates.
"Class C Certificate Rate" shall mean, with respect to any Interest
Accrual Period, a per annum rate equal to 0%; provided, however such
interest rate may be increased pursuant to the terms of a supplemental
agreement entered into in accordance with Section 7.3.
"Class C Certificates" shall mean any of the certificates executed by
the Seller and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A-3 hereto.
"Class C Excess Invested Amount" shall mean, as to any Distribution
Date, an amount equal to the excess, if any, of the Class C Invested Amount
on that Distribution Date (after giving effect to any Class C Investor
Charge-Offs occurring or Reallocated Class C Principal Collections applied
on that Distribution Date) over the Class C Required Invested Amount.
"Class C Fixed Allocation Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class C Invested Amount as of the last day of the Revolving
Period, and the denominator of which is the greater of (a) the sum of the
total amount of Principal Receivables in the Trust and the amount on
deposit in the Excess Funding Account as of the last day of the immediately
preceding Monthly Period (or, in the case of the first Monthly Period, the
Closing Date) and (b) the sum of the numerators used to calculate the
principal allocation percentages for all Classes outstanding as of the date
as to which such determination is being made; provided that if one or more
Reset Dates occur in a Monthly Period, the Class C Fixed Allocation
Percentage for the portion of the Monthly Period falling after each such
Reset Date (the "subject Reset Date") and prior to or on any subsequent
Reset Date will be reset using a denominator equal to the greater of the
amounts specified in clauses (a) and (b) above determined as of the close
of business on the subject Reset Date.
"Class C Floating Allocation Percentage" shall mean with respect to
any Monthly Period the percentage equivalent of a fraction, the numerator
of which is the Class C Invested Amount as of the close of business on the
last day of the immediately preceding Monthly Period (or, in the case of
the first Monthly Period, the Closing Date) and the denominator of which is
the greater of (a) the total amount of Principal Receivables in the Trust
and the amount on deposit in the Excess Funding Account as of the close of
business on such date and (b) the sum of the numerators with respect to all
Classes of all Series then outstanding used to calculate the applicable
allocation percentage for the type of Collections (or the Defaulted Amount)
to which the Class C Floating Allocation Percentage is to be applied;
provided, that if one or more Reset Dates occur in a Monthly Period, the
Class C Floating Allocation Percentage for the portion of the Monthly
Period falling after each such Reset Date (the "subject Reset Date") and
prior to or on any subsequent Reset Date will be reset using a denominator
equal to the greater of the amounts specified in clauses (i) and (ii) above
determined as of the close of business on the subject Reset Date.
"Class C Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class C Certificates, which is $68,200,000.
"Class C Interest Shortfall" shall have the meaning specified in
Section 7.3(b)
"Class C Invested Amount" shall mean, when used with respect to any
date of determination, an amount equal to (a) the Class C Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to Class
C Certificateholders prior to such date, minus (c) the aggregate amount of
Class C Investor Charge-Offs for all prior Distribution Dates, minus (d)
the aggregate amount of Reallocated Class C Principal Collections for which
the Class C Invested Amount has been reduced for all prior Distribution
Dates, plus (e) the sum of the aggregate amount allocated and available on
all prior Distribution Dates pursuant to subsection 4.6(a)(x) for the
purpose of reinstating amounts reduced pursuant to the foregoing clauses
(c) and (d).
"Class C Investor Adjustment Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (a) the Class C
Floating Allocation Percentage and (b) any Unpaid Adjustment Amount for
that Distribution Date; provided that if one or more Reset Dates occurred
during the related Monthly Period, then the daily average Class C Floating
Allocation Percentage for the related Monthly Period shall be used in
clause (a).
"Class C Investor Charge-Offs" shall have the meaning specified in
subsection 4.8(a).
"Class C Investor Defaulted Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (a) the Class C
Floating Allocation Percentage and (b) the Defaulted Amount, in each case
for the related Monthly Period; provided that if one or more Reset Dates
occurred during the related Monthly Period, then the daily average Class C
Floating Allocation Percentage for the related Monthly Period shall be used
in clause (a).
"Class C Monthly Interest" shall mean the interest, if any,
distributable in respect of the Class C Certificates as may be calculated
pursuant to a supplemental agreement entered into in accordance with
Section 7.3.
"Class C Percentage" shall mean 21.5%; provided, however, such
percentage may be decreased without the consent of the Series 2000-1
Certificateholders if the Rating Agency Condition is satisfied with respect
to such decrease.
"Class C Principal" shall mean the principal distributable in respect
of the Class C Certificates as calculated in accordance with subsection
4.4(c).
"Class C Principal Allocation Percentage" shall mean (a) during the
Revolving Period, the Class C Floating Allocation Percentage and (b) during
the Controlled Amortization Period or the Rapid Amortization Period, the
Class C Fixed Allocation Percentage.
"Class C Required Invested Amount" shall mean, for any Distribution
Date, the amount that the Class C Invested Amount would have to equal in
order for the Class C Invested Amount to equal the product of the Class C
Percentage and the Invested Amount (after giving effect to all reductions
on that Distribution Date); provided that (a) the Class C Required Invested
Amount shall not be less than 3% of the Initial Invested Amount, (b) the
Class C Required Invested Amount will not reduce during a Rapid
Amortization Period and (c) notwithstanding the foregoing clauses (a) and
(b), the Class C Required Invested Amount shall never exceed the sum of the
Class A Invested Amount and the Class B Invested Amount.
"Class C Servicing Fee" shall have the meaning specified in Section
3.1.
"Clearstream" shall mean Clearstream Banking, societe anonyme, a
limited liability company organized under the laws of Luxembourg.
"Closing Date" shall mean July 21, 2000.
"Controlled Amortization Period" shall mean, with respect to the
Series 2000-1 Certificates, unless a Pay Out Event shall have occurred with
respect to such Series prior thereto, the period commencing on the
Amortization Period Commencement Date and ending on the first to occur of
(x) the payment in full to the Investor Certificateholders of the Invested
Amount, and (y) the commencement of the Rapid Amortization Period.
"Daily Servicing Fee Amount" shall mean, for any Date of Processing,
an amount equal to (a) the Monthly Servicing Fee for the Monthly Period in
which that Date of Processing falls, divided by (b) the number of Dates of
Processing in that Monthly Period.
"Distribution Date" shall mean September 15, 2000 and the fifteenth
day of each month thereafter, or if such day is not a Business Day, the
next succeeding Business Day.
"Enhancement" shall mean, (a) with respect to the Class A
Certificates, the subordination of the Class B Invested Amount and the
Class C Invested Amount and (b) with respect to the Class B Certificates,
the subordination of the Class C Invested Amount.
"Euroclear" shall mean the Euroclear system operated by Morgan
Guaranty Trust Company of New York, Brussels office.
"Excess Finance Charge Collections" shall mean, with respect to any
Distribution Date, as the context requires, either (a) the amount described
in subsection 4.6(a)(xii) allocated to the Series 2000-1 Certificates but
available to cover shortfalls in amounts paid from Collections of Finance
Charge Receivables for other Series, if any or (b) the aggregate amount of
Collections of Finance Charge Receivables allocable to other Series in
excess of the amounts necessary to make required payments with respect to
such Series, if any, and available to cover shortfalls with respect to the
Series 2000-1 Certificates.
"Fixed Allocation Percentage" shall mean, with respect to any date of
determination, the sum of the Class A Fixed Allocation Percentage, Class B
Fixed Allocation Percentage and Class C Fixed Allocation Percentage on such
date.
"Floating Allocation Percentage" shall mean, with respect to any date
of determination, the sum of the Class A Floating Allocation Percentage,
Class B Floating Allocation Percentage and Class C Floating Allocation
Percentage on such date.
"Initial Invested Amount" shall mean the aggregate initial principal
amount of the Investor Certificates of Series 2000-1, which is
$317,000,000.
"Interest Accrual Period" shall mean, with respect to a Distribution
Date, the period from and including the preceding Distribution Date to and
excluding such Distribution Date; provided, however, that the initial
Interest Accrual Period shall be the period from the Closing Date to and
excluding the first Distribution Date.
"Invested Amount" or "Series Invested Amount" shall mean, when used
with respect to any date of determination, an amount equal to the sum of
(a) the Class A Invested Amount as of such date, (b) the Class B Invested
Amount as of such date and (c) the Class C Invested Amount as of such date.
"Investor Adjustment Amount" shall mean, with respect to any
Distribution Date, an amount equal to the sum of the Class A Investor
Adjustment Amount, the Class B Investor Adjustment Amount and the Class C
Investor Adjustment Amount for that Distribution Date.
"Investor Certificateholder" shall mean the Holder of record of an
Investor Certificate of Series 2000-1.
"Investor Certificates" shall mean the Class A Certificates, the
Class B Certificates and the Class C Certificates; provided, however, that
the Class B and Class C Certificates shall not be considered to be Investor
Certificates for purposes of any Tax Opinion or other opinion relating to
tax matters hereunder or under the Agreement.
"Investor Charge-Offs" shall mean the sum of Class A Investor Charge-
Offs, Class B Investor Charge-Offs and Class C Investor Charge-Offs.
"Investor Defaulted Amount" shall mean, with respect to any
Distribution Date, an amount equal to the sum of the Class A Investor
Defaulted Amount, the Class B Investor Defaulted Amount and the Class C
Investor Defaulted Amount for that Distribution Date .
"Issuance Date" shall mean the Closing Date.
"LIBOR" shall mean, as of any LIBOR Determination Date, the rate for
deposits in United States dollars for a one-month period that appears on
the Telerate Page 3750, or a similar replacement page, as of 11:00 a.m,
London time, on such date as determined by the Trustee. If such rate does
not appear on Telerate Page 3750, the rate for that LIBOR Determination
Date shall be determined on the basis of the rates at which deposits in
United States dollars are offered by four reference banks selected by the
Trustee at approximately 11:00 a.m., London time, on that day to prime
banks in the London interbank market for a one-month period. The Trustee
shall request the principal London office of each of the reference banks it
selects to provide a quotation of such rate. If at least two such
quotations are provided, the rate for that LIBOR Determination Date shall
be the arithmetic mean of such quotations. If fewer than two quotations are
provided as requested, the rate for that LIBOR Determination Date shall be
the arithmetic mean of the rates of four reference banks selected by the
Trustee at approximately 11:00 a.m., New York City time, on that day for
loans in United States dollars to leading European banks for a one-month
period.
"LIBOR Determination Date" shall mean July 19, 2000 with respect to
the period from the Closing Date through August 14, 2000, August 11, 2000
with respect to the period from August 15, 2000 through September 14, 2000,
and, with respect to each Interest Accrual Period thereafter, the second
Business Day prior to the Distribution Date on which such Interest Accrual
Period begins, commencing with the September 2000 Distribution Date.
"Monthly Period" shall have the meaning specified in the Agreement,
except that the first Monthly Period with respect to the Series 2000-1
Certificates shall begin on and include the Closing Date and shall end on
and include August 31, 2000.
"Monthly Servicing Fee" shall have the meaning specified in Section
3.1.
"Participant" shall mean a participating organization in DTC.
"Percentage Allocation" shall have the meaning specified in Section
4.2(b).
"Portfolio Yield" shall mean for the Series 2000-1 Certificates, with
respect to any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is an amount equal to the sum of the
aggregate amount of Available Series 2000-1 Finance Charge Collections for
such Monthly Period, minus the Investor Defaulted Amount and any Investor
Adjustment Amount for such Monthly Period, and the denominator of which is
the Invested Amount as of the last day of the preceding Monthly Period.
"Principal Allocation Percentage" shall mean, with respect to any
date of determination, the sum of the Class A Principal Allocation
Percentage, Class B Principal Allocation Percentage and Class C Principal
Allocation Percentage on such date.
"Principal Shortfalls" shall mean on any Distribution Date (a) for
Series 2000-1, (i) during the Controlled Amortization Period, the excess of
the Class A Controlled Distribution Amount over the aggregate amount
applied with respect thereto for such Distribution Date and for each prior
Distribution Date in such Monthly Period, and (ii) at all other times, the
Invested Amount of the class then receiving principal payments after the
application of Collections of Principal Receivables on such Distribution
Date or (b) for any other Series the amounts specified as such in the
Supplement for such other Series.
"Rapid Amortization Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.01 of the
Agreement or a Series 2000-1 Pay Out Event is deemed to occur pursuant to
Section 6.1.
"Rapid Amortization Period" shall mean the period beginning on the
day on which a Pay Out Event occurs or is deemed to have occurred and
ending on the earlier of (i) the date on which the Class A Invested Amount,
the Class B Invested Amount and the Class C Invested Amount have been paid
in full and (ii) the Series 2000-1 Termination Date.
"Rating Agency" shall mean Standard & Poor's and Moody's.
"Reallocated Class B Principal Collections" shall have the meaning
specified in subsection 4.9(b).
"Reallocated Class C Principal Collections" shall have the meaning
specified in subsection 4.9(a).
"Reallocated Principal Collections" shall mean the sum of Reallocated
Class B Principal Collections and Reallocated Class C Principal
Collections.
"Reassignment Amount" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be
made on such Distribution Date, the sum of (a) the Invested Amount on such
Distribution Date, plus (b) the sum of the Class A Monthly Interest,
Class B Monthly Interest and Class C Monthly Interest for such Distribution
Date and the sum of Class A Monthly Interest, Class B Monthly Interest and
Class C Monthly Interest previously due but not distributed to the Series
2000-1 Certificateholders on a prior Distribution Date, plus (c) the amount
of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed to the Series 2000-1
Certificateholders on a prior Distribution Date.
"Regulation S" shall mean Regulation S under the Act, as such
Regulation may be amended from time to time.
"Regulation S Permanent Global Certificates" shall have the meaning
specified in Article IX.
"Regulation S Temporary Global Certificates" shall have the meaning
specified in Article IX.
"Required Amount" shall have the meaning specified in Section 4.7.
"Required Retained Percentage" shall mean 0%.
"Required Seller's Percentage" shall mean (a) 1% with respect to any
date of determination during each June and December Monthly Period and (b)
0% for any other date of determination.
"Reset Date" shall mean each day that is: (a) an Addition Cut-Off
Date (other than for Automatic Additional Accounts); (b) a Removal Date;
(c) the last day prior to any day on which a Series is issued; and (d) the
last day prior to any day on which there is an increase or decrease in the
Invested Amount of any Variable Funding Certificates.
"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the Amortization Period Commencement
Date.
"Rule 144A Global Certificates" shall have the meaning specified in
Article IX.
"Scheduled Series 2000-1 Termination Date" shall mean the September
2008 Distribution Date.
"Seller Certificates" shall mean investor certificates of any Series,
including the Class C Certificates, that the Seller retains, but only to
the extent that and for so long as the Seller is the Holder of such
Certificates.
"Series 2000-1" shall mean the Series of the Neiman Marcus Group
Credit Card Master Trust represented by the Series 2000-1 Certificates.
"Series 2000-1 Certificateholder" shall mean the holder of record of
any Series 2000-1 Investor Certificate.
"Series 2000-1 Certificateholders' Interest" shall have the meaning
specified in Section 4.1.
"Series 2000-1 Certificates" shall have the meaning specified in
Section 1.1.
"Series 2000-1 Pay Out Event" shall have the meaning specified in
Section 6.1.
"Series 2000-1 Termination Date" shall mean the earlier to occur of
(i) the day after the Distribution Date on which the Series 2000-1
Certificates are paid in full, or (ii) the Scheduled Series 2000-1
Termination Date.
"Servicing Base Amount" shall have the meaning specified in
Section 3.1.
"Servicing Fee Rate" shall mean 2% per annum.
"Shared Principal Collections" shall mean, as the context requires,
either (a) the amount allocated to the Series 2000-1 Certificates that, in
accordance with subsections 4.6(b) and 4.6(c)(iv), may be applied in
accordance with Section 4.04 of the Agreement or (b) the amounts allocated
to the investor certificates of other Series that the applicable
Supplements for such Series specify are to be treated as "Shared Principal
Collections" and which may be applied to cover Principal Shortfalls with
respect to the Series 2000-1 Certificates.
"Specified Consignor" shall mean Barry Kieselstein Enterprises
Incorporated, provided that such entity shall cease to be treated as a
Specified Consignor if (i) arrangements are made so that sales of goods
consigned by such entity no longer give rise to Unreleased Consignment
Liens and (ii) the Seller delivers to the Trustee, with a copy to each
Rating Agency, an opinion of counsel as to the matters in clause (i).
"Unpaid Adjustment Amount" shall mean, with respect to any
Distribution Date, an amount equal to the aggregate amount of any
adjustment payments that the Servicer was required but failed to make
pursuant to Section 3.09(a) of the Agreement with respect to the related
Monthly Period.
"Unreleased Consignment Liens" shall mean a Lien on a Receivable that
(a) arises because the Receivable represents the purchase price of goods
that were consigned to an Account Originator, (b) has been perfected by the
filing of a UCC financing statement and (c) has not been released by the
consignor.
ARTICLE III
SERVICER
Section 3.1 Servicing Compensation. The share of the Servicing Fee
allocable to the Series 2000-1 Certificateholders with respect to any
Distribution Date (the "Monthly Servicing Fee") shall be equal to
one-twelfth of the product of (a) the Servicing Fee Rate and (b) (i) the
Invested Amount as of the last day of the Monthly Period preceding such
Distribution Date, minus (ii) the product of the amount, if any, on deposit
in the Excess Funding Account as of the last day of the Monthly Period
preceding such Distribution Date and the Floating Allocation Percentage
with respect to such Monthly Period (the amount calculated pursuant to this
clause (b) is referred to as the "Servicing Base Amount"); provided,
however, that with respect to the first Distribution Date, the Monthly
Servicing Fee shall be $[528,333.33]. The share of the Monthly Servicing
Fee allocable to the Class A Certificateholders (the "Class A Servicing
Fee"), to the Class B Certificateholders (the "Class B Servicing Fee") and
to the Class C Certificateholders (the "Class C Servicing Fee") with
respect to any Distribution Date shall be determined by multiplying the
Monthly Servicing Fee times a fraction, the numerator of which is the
invested amount of the applicable Class and the denominator of which is the
Invested Amount. The remainder of the Servicing Fee shall be paid by the
Holder of the Seller Certificate or the Certificateholders of other Series
(as provided in the related Supplements), and in no event shall the Trust,
the Trustee or the Series 2000-1 Certificateholders be liable for the share
of the Servicing Fee to be paid by the Holder of the Seller Certificate or
the Certificateholders of any other Series. The Monthly Servicing Fee shall
be payable to the Servicer solely to the extent amounts are available for
distribution in respect thereof pursuant to Sections 4.2(b)(i)(x),
4.2(b)(ii)(x), 4.6(a)(iii) and 4.6(a)(xi). All funds applied to pay the
Monthly Servicing Fee pursuant to any such Section shall be applied first
to the Class A Servicing Fee, second to the Class B Servicing Fee and third
to the Class C Servicing Fee.
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF
COLLECTIONS
Section 4.1 Rights of Certificateholders. The Series 2000-1
Certificates shall represent undivided interests in the Trust, consisting
of the right to receive, to the extent necessary to make the required
payments with respect to such Series 2000-1 Certificates at the times and
in the amounts specified in this Agreement, (a) the Floating Allocation
Percentage and the Fixed Allocation Percentage (as applicable from time to
time) of Collections available in the Collection Account and (b) funds
allocable to the Series 2000-1 Certificates on deposit in the Excess
Funding Account (for such Series, the "Series 2000-1 Certificateholders'
Interest"). The Class B Invested Amount and the Class C Invested Amount
shall be subordinated to the Class A Certificates, and the Class C Invested
Amount shall be subordinated to the Class B Certificates, in each case to
the extent provided in this Article IV. The Class B Certificates will not
have the right to receive payments of principal until the Class A Invested
Amount has been paid in full.
Section 4.2 Collections and Allocation; Payments on Seller
Certificate.
(a) Collections. The Servicer will apply or will instruct the
Trustee to apply all funds on deposit in the Collection Account and the
Excess Funding Account allocable to the Series 2000-1 Certificates as
described in this Article IV.
(b) Allocations. The Servicer will apply, or will instruct the
Trustee to apply, all collections and other funds on deposit in the
Collection Account that are allocated to the Investor Certificates as
follows:
(i) Daily Allocations During the Revolving Period. During
the Revolving Period, the Servicer shall, prior to the close of
business on any Date of Processing, allocate the following amounts as
set forth below:
(x) Allocate to the Investor Certificateholders and
retain in the Collection Account an amount equal to the product
of (A) the Floating Allocation Percentage and (B) the aggregate
amount of Collections of Finance Charge Receivables on such
Date of Processing; provided, however, that on and after the
LIBOR Determination Date occurring in such Monthly Period, (1)
such amount will only be retained in the Collection Account
until such time as the amount retained in the Collection
Account pursuant to this clause (x) (including amounts retained
prior to such LIBOR Determination Date) equals the sum of Class
A Monthly Interest plus Class B Monthly Interest plus Class C
Monthly Interest for the related Distribution Date plus 125% of
the Investor Defaulted Amount (or such lesser percentage as to
which the Rating Agency Condition has been satisfied) for the
previous Distribution Date plus an amount equal to the
aggregate amount of any adjustment payments that the Seller was
required but failed to make pursuant to Section 3.09(a) of the
Agreement on or prior to that Date of Processing and (2) the
balance (including any excess amounts retained over the sum
specified above) shall be first paid to the Servicer on account
of the Daily Servicing Fee Amount for that Date of Processing
and any unpaid Daily Servicing Fee Amounts for prior Dates of
Processing and second paid to the Holder of the Seller
Certificate, provided that the Finance Charge Collections
otherwise payable to the Holder of the Seller Certificate shall
be retained in the Collection Account if either the Servicer
shall have a credit rating from any Rating Agency in one of its
generic credit rating categories that signifies lower than
investment grade or a Successor Servicer has been appointed.
(y) Allocate to the Investor Certificateholders an
amount equal to the product of (A) the Principal Allocation
Percentage on such Date of Processing and (B) the aggregate
amount of Collections of Principal Receivables on such Date of
Processing and pay such amount to the Holder of the Seller
Certificate; provided, however, that the amount to be paid to
the Holder of the Seller Certificate pursuant to this Section
4.2(b)(i)(y) on any Date of Processing shall be paid to such
Holder only to the extent that the Seller's Interest on such
Date of Processing is greater than the Required Seller's
Interest and the Retained Interest is greater than the Required
Retained Interest (after giving effect to all Principal
Receivables transferred to the Trust on such day) and otherwise
shall be deposited in the Excess Funding Account.
(ii) Daily Allocations During the Controlled Amortization
Period. During the Controlled Amortization Period, the Servicer
shall, prior to the close of business on any Date of Processing,
allocate the following amounts as set forth below:
(x) Allocate to the Investor Certificateholders and
retain in the Collection Account an amount equal to the product
of (A) the Floating Allocation Percentage and (B) the aggregate
amount of Collections of Finance Charge Receivables on such
Date of Processing; provided, however, that (1) on and after
the LIBOR Determination Date occurring in such Monthly Period,
such amount will only be retained in the Collection Account
until such time as the amount retained in the Collection
Account pursuant to this clause (x) (including amounts retained
prior to such LIBOR Determination Date) equals the sum of Class
A Monthly Interest plus Class B Monthly Interest plus Class C
Monthly Interest for the related Distribution Date plus 125% of
the Investor Defaulted Amount (or such lesser percentage as to
which the Rating Agency Condition has been satisfied) for the
previous Distribution Date plus an amount equal to the
aggregate amount of any adjustment payments that the Seller was
required but failed to make pursuant to Section 3.09(a) of the
Agreement on or prior to that Date of Processing and (2) the
balance (including any excess amounts retained over the sum
specified above) shall be first paid to the Servicer on account
of the Daily Servicing Fee Amount for that Date of Processing
and any unpaid Daily Servicing Fee Amounts for prior Dates of
Processing and second paid to the Holder of the Seller
Certificate, provided that the Finance Charge Collections
otherwise payable to the Holder of the Seller Certificate shall
be retained in the Collection Account if either the Servicer
shall have a credit rating from any Rating Agency in one of its
generic credit rating categories that signifies lower than
investment grade or a Successor Servicer has been appointed.
(y) Allocate to the Investor Certificateholders and
retain in the Collection Account an amount equal to the product
of (A) the Principal Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of
Principal Receivables on such Date of Processing (for any such
date, a "Percentage Allocation"); provided, however, that if
the sum of such Percentage Allocations with respect to the
Class A Certificates for the same Monthly Period exceeds the
Class A Controlled Distribution Amount for the related
Distribution Date, then such excess shall not be treated as a
Percentage Allocation and shall be paid to the Holder of the
Seller Certificate only to the extent that the Seller's
Interest on such Date of Processing is greater than the
Required Seller's Interest and the Retained Interest is greater
than the Required Retained Interest (after giving effect to all
Principal Receivables transferred to the Trust on such day) and
otherwise shall be deposited in the Excess Funding Account.
(iii) Daily Allocations During the Rapid Amortization Period.
During the Rapid Amortization Period, the Servicer shall, prior to
the close of business on any Date of Processing, allocate the
following amounts as set forth below:
(x) Allocate to the Investor Certificateholders and
retain in the Collection Account an amount equal to the product
of (A) the Fixed Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing.
(y) Allocate to the Investor Certificateholders and
retain in the Collection Account an amount equal to the product
of (A) the Principal Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of
Principal Receivables on such Date of Processing; provided,
however, that after the date on which an amount of such
Collections equal to the Invested Amount has been deposited
into the Collection Account and allocated to the Investor
Certificateholders, the amount determined in accordance with
this subsection (y) shall be first, if any other Principal
Sharing Series is outstanding and in its Amortization Period,
retained in the Collection Account for application, to the
extent necessary, as Shared Principal Collections on the
related Distribution Date and second shall be paid to the
Holder of the Seller Certificate to the extent that the
Seller's Interest on such Date of Processing is greater than
the Required Seller's Interest and the Retained Interest is
greater than the Required Retained Interest (after giving
effect to all Principal Receivables transferred to the Trust on
such day) and otherwise shall be deposited in the Excess
Funding Account.
(iv) Monthly Allocations During the Revolving Period and
Controlled Amortization Period. During the Revolving Period and
Controlled Amortization Period, the Servicer shall, prior to the
close of business on any Transfer Date allocate to the Investor
Certificateholders and retain in the Collection Account an amount
equal to (a) the product of (x) the Floating Allocation Percentage on
such Distribution Date and (y) the aggregate amount of Collections of
Finance Charge Receivables for the related Monthly Period, less (b)
the daily amounts retained in the Collection Account during such
Monthly Period pursuant to Sections 4.2(b)(i)(x) and 4.2(b)(ii)(x)
with respect to the Revolving Period and the Controlled Amortization
Period, respectively.
The allocations to be made pursuant to this Section 4.2 also apply to
deposits into the Collection Account that are treated as Collections,
including adjustment payments made in accordance with Section 3.09 of the
Agreement, payment of the reassignment price pursuant to Section 2.05(b) of
the Agreement and proceeds from the sale, disposition or liquidation of the
Receivables pursuant to Section 10.02, 12.01 or 12.02 of the Agreement and
Section 7.1. Such deposits to be treated as Collections will be allocated
as Finance Charge Receivables or Principal Receivables as provided in the
Agreement.
Section 4.3 Determination of Monthly Interest for the Series 2000-1
Class A Certificates. The amount of monthly interest (the "Class A Monthly
Interest") allocable to the Class A Certificates with respect to any
Distribution Date shall be an amount equal to the product of (i) the Class
A Certificate Rate, (ii) the outstanding principal balance of the Class A
Certificates as of the close of business on the immediately preceding
Distribution Date (or the Closing Date, in the case of the first
Distribution Date) and (iii) a fraction, the numerator of which is the
number of days in the related Interest Accrual Period and the denominator
of which is 360.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class A Interest Shortfall") equal
to the excess, if any, of (x) the Class A Monthly Interest for that
Distribution Date over (y) the amount available to be paid to the Class A
Certificateholders in respect of interest on such Distribution Date. If
there is a Class A Interest Shortfall with respect to any Distribution
Date, an additional amount ("Class A Additional Interest") shall be payable
as provided herein with respect to the Class A Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class A Interest Shortfall is paid to Class
A Certificateholders, equal to the product of (i) the Class A Certificate
Rate, and (ii) such Class A Interest Shortfall remaining unpaid and (iii) a
fraction, the numerator of which is the number of days in the related
Interest Accrual Period and the denominator of which is 360.
Notwithstanding anything to the contrary herein, Class A Additional
Interest shall be payable or distributed to Class A Certificateholders only
to the extent permitted by applicable law.
Section 4.4 Determination of Principal Amounts. (a) The amount of
principal (the "Class A Principal") distributable from the Collection
Account with respect to the Class A Certificates on each Distribution Date
with respect to the Amortization Period shall be equal to an amount
calculated as follows: the sum of (i) the aggregate amount retained in the
Collection Account pursuant to Sections 4.2(ii)(y) and 4.2(iii)(y) (minus
any Reallocated Principal Collections) with respect to the preceding
Monthly Period, (ii) any amount on deposit in the Excess Funding Account
allocated to the Class A Certificates pursuant to subsection 4.6(d) with
respect to the preceding Monthly Period, (iii) the amount, if any, required
to be treated as Available Principal Collections pursuant to subsections
4.6(a)(iv), (v), (vi), (vii) (ix) and (x) and (iv) the amount of Shared
Principal Collections allocated to the Class A Certificates with respect to
the preceding Monthly Period pursuant to Section 4.04 of the Agreement
(collectively, the "Available Principal Collections"); provided, however,
that (i) with respect to any Distribution Date during the Controlled
Amortization Period, Class A Principal may not exceed the Class A
Controlled Distribution Amount for such Distribution Date; (ii) with
respect to any Distribution Date, Class A Principal may not exceed the
Class A Invested Amount (after giving effect to any Class A Investor
Charge-Off on that Distribution Date); and (iii) with respect to the
Scheduled Series 2000-1 Termination Date, Class A Principal shall be an
amount equal to the Class A Invested Amount.
(b) The amount of principal (the "Class B Principal") distributable
from the Collection Account with respect to the Class B Certificates on
each Distribution Date, beginning with the Class B Principal Payment
Commencement Date, shall equal the Available Principal Collections minus
the Class A Principal, in each case for that Distribution Date; provided,
however, that (i) with respect to any Distribution Date, Class B Principal
may not exceed the Class B Invested Amount (after giving effect to any
Class B Investor Charge-Off or Reallocated Class B Principal Collections on
that Distribution Date) and (ii) with respect to the Scheduled Series 2000-
1 Termination Date, Class B Principal shall be an amount equal to the Class
B Invested Amount.
(c) The amount of principal (the "Class C Principal") distributable
from the Collection Account with respect to the Class C Certificates on
each Distribution Date with respect to the Controlled Amortization Period
or the Rapid Amortization Period shall equal the Available Principal
Collections minus the Class A Principal and Class B Principal, in each case
for that Distribution Date; provided, however, that (i) with respect to any
Distribution Date, Class C Principal may not exceed the Class C Excess
Invested Amount, and (ii) with respect to the Scheduled Series 2000-1
Termination Date, Class C Principal shall be an amount equal to the Class C
Invested Amount.
Section 4.5 Shared Principal Collections. Shared Principal
Collections allocated to the Series 2000-1 Certificates for any
Distribution Date with respect to the Amortization Period shall mean an
amount (which shall not exceed the Principal Shortfall) equal to the
product of (x) Shared Principal Collections for all Series for such date
and (y) a fraction, the numerator of which is the Principal Shortfall for
the Series 2000-1 Certificates for such date and the denominator of which
is the aggregate amount of Principal Shortfalls for all Series for such
date. For any Distribution Date with respect to the Revolving Period,
Shared Principal Collections allocated to the Series 2000-1 Certificates
shall be zero. In addition, if the Principal Shortfall for any
Distribution Date is greater than the Shared Principal Collections
allocated to Series 2000-1, then collections of Principal Receivables
allocated to the Seller Certificate shall be made available to cover the
remaining Principal Shortfall on the same basis as Shared Principal
Collections.
Section 4.6 Application of Funds on Deposit in the Collection Account
for the Certificates. (a) On each Distribution Date, the Servicer shall
instruct the Trustee to withdraw, and the Trustee, acting in accordance
with such instructions, shall withdraw, to the extent of Collections of
Finance Charge Receivables retained in the Collection Account pursuant to
Sections 4.2(b)(i)(x), 4.2(b)(ii)(x) and 4.2(b)(iii)(x) and the deposit
made into the Collection Account on such Distribution Date pursuant to
Section 4.2(b)(iv) (the "Available Series 2000-1 Finance Charge
Collections"), in the following priority:
(i) Class A Monthly Interest. An amount equal to the Class A
Monthly Interest and Carryover Class A Interest for that Distribution
Date shall be used to pay interest to the Class A Certificateholders
pursuant to Section 5.1(a).
(ii) Class B Monthly Interest. An amount equal to the Class B
Monthly Interest and Carryover Class B Interest for that Distribution
Date shall be used to pay interest to the Class B Certificateholders
pursuant to Section 5.1(c).
(iii) Servicing Fee. On each Distribution Date on which The
Neiman Marcus Group, Inc. or an Affiliate of The Neiman Marcus Group,
Inc. is not the Servicer, the Monthly Servicing Fee for such Monthly
Period plus any unpaid Servicing Fees from prior Monthly Periods
shall, to the extent not previously paid pursuant to Section 4.2(b),
be distributed to the Servicer.
(iv) Class A Investor Defaulted Amount and Class A Investor
Adjustment Amount. An amount equal to the sum of (A) the Class A
Investor Defaulted Amount plus (B) any Class A Investor Adjustment
Amount, in each case for such Distribution Date, shall be (i) during
the Revolving Period, treated as Shared Principal Collections, (ii)
during the Amortization Period, treated as Available Principal
Collections.
(v) Reimbursement of Class A Investor Charge-Offs. An amount
equal to the unreimbursed Class A Investor Charge-Offs, if any, will
be applied to reimburse Class A Investor Charge-Offs, such amount
during the Revolving Period to be treated as Shared Principal
Collections, and during the Amortization Period to be treated as
Available Principal Collections.
(vi) Class B Investor Defaulted Amount and Class B Investor
Adjustment Amount. An amount equal to the sum of (A) the Class B
Investor Defaulted Amount for such Distribution Date plus (B) any
Class B Investor Adjustment Amount, in each case for such
Distribution Date, shall be (i) during the Revolving Period, treated
as Shared Principal Collections, (ii) during the Amortization Period,
treated as Available Principal Collections.
(vii) Reimbursement of Class B Investor Charge-Offs. An amount
equal to the unreimbursed amount by which the Class B Invested Amount
has been reduced on prior Distribution Dates pursuant to clauses (c)
and (d) of the definition of Class B Invested Amount, if any, (i)
during the Revolving Period, shall be treated as Shared Principal
Collections, (ii) during the Amortization Period shall be treated as
Available Principal Collections.
(viii) Class C Monthly Interest. An amount equal to the
Class C Monthly Interest and Carryover Class C Interest for that
Distribution Date shall be used to pay interest to the Class C
Certificateholders.
(ix) Class C Investor Defaulted Amount and Class C Investor
Adjustment Amount. An amount equal to the sum of (A) the aggregate
Class C Investor Defaulted Amount plus (B) any Class C Investor
Adjustment Amount, in each case for such Distribution Date, shall be
(i) during the Revolving Period, treated as Shared Principal
Collections, (ii) during the Amortization Period, treated as
Available Principal Collections.
(x) Reimbursement of Class C Investor Charge-Offs. An amount
equal to the unreimbursed amount by which the Class C Invested Amount
has been reduced on prior Distribution Dates pursuant to clauses (c)
and (d) of the definition of Class C Invested Amount, if any, shall
be (i) during the Revolving Period, treated as Shared Principal
Collections, (ii) during the Amortization Period, treated as
Available Principal Collections.
(xi) Servicing Fee. On each Distribution Date on which The
Neiman Marcus Group, Inc. or an Affiliate of The Neiman Marcus Group,
Inc. is the Servicer, the Monthly Servicing Fee for such Monthly
Period plus any unpaid Servicing Fees from prior Monthly Periods
shall be distributed to the Servicer provided that the Monthly
Servicing Fee shall be applied first to the Class A Servicing Fee,
then to the Class B Servicing Fee and then to the Class C Servicing
Fee.
(xii) Excess Finance Charge Collections. Any Available Series
2000-1 Finance Charge Collections remaining after giving effect to
the withdrawals pursuant to subsection 4.6(a)(i) through (xi), shall
be treated as Excess Finance Charge Collections, and the Servicer
shall direct the Trustee in writing on each Distribution Date to
withdraw such amounts from the Collection Account and to first make
such amounts available to pay to Certificateholders of other Series
to the extent of shortfalls, if any, in amounts payable to such
certificateholders from Collections of Finance Charge Receivables
allocated to such other Series, and then pay any remaining Excess
Finance Charge Collections to the Seller.
(b) For each Distribution Date with respect to the Revolving
Period, the product of (i) the Floating Allocation Percentage and (ii)
Collections of Principal Receivables with respect to such Distribution Date
(subtracting from such product the amount of Reallocated Principal
Collections on such Distribution Date) will be treated as Shared Principal
Collections and applied, for such Distribution Date, as provided in Section
4.04 of the Agreement; provided however, that if the Required Class C
Invested Amount is reduced in accordance with Section 7.3(a), such amount
plus the Class C Floating Allocation Percentage of Collections of Principal
Receivables may be distributed to the Class C Certificateholders in an
amount equal to such reduction.
(c) For each Distribution Date with respect to the Controlled
Amortization Period or the Rapid Amortization Period, the Trustee, acting
pursuant to the Servicer's instructions, will distribute the amount of
funds on deposit in the Collection Account available for payment of
principal to Series 2000-1 Certificateholders in accordance with Section
4.4 in the following priority:
(i) to the Class A Certificateholders, an amount equal to
Class A Principal, subject to each proviso listed in Section 4.4(a);
(ii) to the Class B Certificateholders, on and after the Class
B Principal Payment Commencement Date, an amount equal to Class B
Principal, subject to each proviso listed in Section 4.4(b);
(iii) to the Class C Certificateholders, an amount equal to
Class C Principal, subject to each proviso listed in Section 4.4(c);
(iv) an amount equal to the excess, if any, of (A) the sum of
the amounts described in subsections 4.4(a)(i) and (iii) and
4.4(b)(i) and (iii) over (B) the sum of Class A Principal and Class B
Principal will be treated as Shared Principal Collections and applied
as provided in Section 4.04 of the Agreement.
(d) On each Distribution Date relating to the Amortization Period,
funds on deposit in the Excess Funding Account shall be treated as Shared
Principal Collections and, to the extent allocable to Series 2000-1, shall
be deposited in the Collection Account and included in the Available
Principal Collections.
Section 4.7 Coverage of Required Amount for the Series 2000-1
Certificates. To the extent that on any Distribution Date payments are
being made pursuant to any of subsections 4.6(a)(i) through (xi),
respectively, and the full amount to be paid pursuant to any such
subsection receiving payments on such Distribution Date is not paid in full
on such Distribution Date, the Servicer shall apply all or a portion of the
Excess Finance Charge Collections from other Series with respect to such
Distribution Date allocable to the Series 2000-1 Certificates in an amount
equal to the excess of the full amount to be allocated or paid pursuant to
the applicable subsection over the amount applied with respect thereto from
Available Series 2000-1 Finance Charge Collections on such Distribution
Date (the "Required Amount"). Excess Finance Charge Collections allocated
to the Series 2000-1 Certificates for any Distribution Date shall mean an
amount equal to the product of (x) Excess Finance Charge Collections
available from all other Series for such Distribution Date and (y) a
fraction, the numerator of which is the Required Amount for such
Distribution Date and the denominator of which is the aggregate amount of
shortfalls in required amounts or other amounts to be paid from Collections
of Finance Charge Receivables for all Series for such Distribution Date.
Section 4.8 Investor Charge-Offs. (a) If, on any Distribution Date,
the sum of the Investor Defaulted Amount and any Investor Adjustment Amount
exceeded the Available Series 2000-1 Finance Charge Collections applied to
the payment thereof pursuant to subsections 4.6 (a)(iv), (vi) and (ix) and
the amount of Excess Finance Charge Collections allocated thereto pursuant
to Section 4.7, the Class C Invested Amount will be reduced by the amount
by which the remaining aggregate Defaulted Amount and Investor Adjustment
Amount exceed such aggregate amount applied with respect thereto (a "Class
C Investor Charge-Off").
(b) If any such reduction of the Class C Invested Amount pursuant
to Section 4.8(a) would cause the Class C Invested Amount to be a negative
number, the Class C Invested Amount will be reduced to zero, and the Class
B Invested Amount will be reduced by the amount by which the Class C
Invested Amount would have been reduced below zero (a "Class B Investor
Charge-Off"), provided that the Class B Investor Charge-Off shall not be
greater than the sum of the Class A Investor Default Amount, the Class A
Investor Adjustment Amount, the Class B Investor Default Amount and the
Class B Investor Adjustment Amount for such Distribution Date.
(c) If any such reduction of the Class B Invested Amount pursuant
to Section 4.8(b) would cause the Class B Invested Amount to be a negative
number, the Class B Invested Amount will be reduced to zero, and, the Class
A Invested Amount will be reduced (but not less than zero) by the amount by
which the Class B Invested Amount would have been reduced below zero (a
"Class A Investor Charge-Off"), provided that the Class A Investor Charge-
Off shall not be greater than the sum of the Class A Investor Default
Amount and the Class A Investor Adjustment Amount for such Distribution
Date.
Section 4.9 Reallocated Principal Collections for the Series 2000-1
Certificates.
(a) On each Distribution Date, the Servicer will apply or cause the
Trustee to apply an amount equal to the least of (i) the Class C Invested
Amount (after giving effect to any Class C Investor Charge-Off on that
Distribution Date), (ii) the product of (x) the sum of (1) the Class C
Principal Allocation Percentage and (2) the Class B Principal Allocation
Percentage and (y) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such Distribution Date, (iii) the
aggregate amount retained in the Collection Account pursuant to Sections
4.2(ii)(y) and 4.2(iii)(y) with respect to the preceding Monthly Period and
(iv) an amount equal to the sum of (a) the Class A Required Amount for such
Distribution Date and (b) the Class B Required Amount for such Distribution
Date (such amount called "Reallocated Class C Principal Collections") first
to the components of the Class A Required Amount and then to the components
of the Class B Required Amount in the same priority as amounts are applied
to such components from Available Series 2000-1 Finance Charge Collections
pursuant to subsection 4.6(a); provided, that the portion of such
Collections allocated to pay the components of the Class B Required Amount
shall not exceed the result of (I) the product of the Class C Principal
Allocation Percentage times the amount of Collections of Principal
Receivables with respect to the Monthly Period relating to such
Distribution Date, minus (II) the total amount of Collections reallocated
to pay the components of the Class A Required Amount.
(b) On each Distribution Date, the Servicer will apply or cause the
Trustee to
apply an amount equal to the least of (i) the Class B Invested Amount
(after giving effect to any Class B Investor Charge-Off on that
Distribution Date), (ii) the product of (x) the Class B Principal
Allocation Percentage and (y) the amount of Collections of Principal
Receivables for the Monthly Period relating to such Distribution Date,
(iii) an amount equal to the excess, if any, of the aggregate amount
retained in the Collection Account pursuant to Sections 4.2(ii)(y) and
4.2(iii)(y) with respect to the preceding Monthly Period over the
Reallocated Principal Collections for that Distribution Date and (iv) an
amount equal to the excess, if any, of the Class A Required Amount for such
Distribution Date over the sum of the amount of Reallocated Class C
Principal Collections applied with respect thereto for such Distribution
Date (such amount called "Reallocated Class B Principal Collections") to
the Class A Required Amount in the same priority as amounts are applied to
such components from Available Series 2000-1 Finance Charge Collections
pursuant to subsection 4.6(a).
Section 4.10 Discount Option Percentage. The Discount
Percentage as of the Closing Date shall be 2%. The Seller may increase,
reduce or withdraw the Discount Percentage applicable to Receivables
arising after the date of such change, at any time and from time to time.
The Seller shall provide to the Servicer, the Trustee and each Rating
Agency 30 days' prior written notice of any such increase, reduction or
withdrawal, and any such increase, reduction or withdrawal shall become
effective on the date designated therein only if:
(i) the Seller shall have delivered to the Trustee an
Officer's Certificate of the Seller stating that the Seller
reasonably believes that such increase, reduction or withdrawal will
not, based on the facts known to such officer at the time of such
certification, cause a Pay Out Event or any event that, after the
giving of notice or the lapse of time, would constitute a Pay Out
Event with respect to any Series;
(ii) if such designation would cause the Discount Percentage
to be less than 1% or more than 3%, the Rating Agency Condition shall
have been satisfied; and
(iii) with respect to any reduction of the Discount Option
Percentage, the Seller shall have delivered to the Trustee an
Officer's Certificate stating that the Seller reasonably believes
that such reduction of the Discount Option Percentage will not, based
on the facts known to such officer at the time of such certification,
cause the Servicing Fee to exceed Available Series 2000-1 Finance
Charge Collections allocable to the Servicing Fee.
Section 4.11 Consignments. So long as the Series 2000-1
Certificates remain outstanding, the following provisions shall apply with
respect to Unreleased Consignment Liens:
(a) Not later than the Closing Date and each Determination Date,
the Servicer shall calculate an amount (the "Consignment Reserve Amount")
equal to CRA, where:
CRA = CS x 1/PR
CS = the highest aggregate dollar amount of retail sales by
The Neiman Marcus Group, Inc. of goods consigned to it by
the Specified Consignor during any one of the preceding
12 Monthly Periods
PR = the arithmetic mean of the principal payment rates of the
Receivables for the prior three Monthly Periods, with the
principal payment rate for each Monthly Period calculated
as the total amount of payments on the Principal
Receivables received during such Monthly Period divided
by the aggregate Principal Receivables outstanding at the
beginning of such Monthly Period.
(b) For purposes of all calculations of the Seller's Interest and
all other calculations affected by the amount of Principal Receivables
during the period from and including each Determination Date until the next
Determination Date, a portion of the Principal Receivables in an amount
equal to the Consignment Reserve Amount determined on the first such
Determination Date shall be deemed to have a balance of zero. For the
period from and including the Closing Date through but excluding the first
Determination Date, a Consignment Reserve Amount of $2,375,000 shall be
used and applied as provided in the preceding sentence.
(c) For purposes of Section 2.05 of the Agreement: (i) the amount
of the Ineligible Receivables resulting from Unreleased Consignment Liens
at any time shall (except as provided in clause (iii) below) be deemed to
equal the Consignment Reserve Amount; (ii) such Ineligible Receivables are
not required to be removed from the Trust, but the Seller shall be required
to make any deposits into the Excess Funding Account required by Section
2.05(b); and (iii) if the existence of Unreleased Consignment Liens results
in an actual impairment of the Trust's access to any Receivables, and the
amount of Receivables subject to Unreleased Consignment Liens is greater
than the Consignment Reserve Amount, then the actual amount of Receivables
subject to Unreleased Consignment Liens shall be used for purposes of
determining the Seller's deposit obligations under Section 2.05(b).
(d) To the extent that the Seller is required to make any deposit
to the Excess Funding Account as a result of the deduction of the
Consignment Reserve Amount or of the actual amount of Receivables subject
to Unreleased Consignment Liens as provided above and in Section 2.05(b),
The Neiman Marcus Group, Inc. shall pay to the Seller the amount of the
required deposit.
(e) The Neiman Marcus Group, Inc. hereby represents, warrants and
agrees that the only Person who consigns goods to it under arrangements
that give rise to Unreleased Consignment Liens is the Specified Consignor,
and except for accepting additional goods on consignment from the Specified
Consignor, it will not enter into arrangements in the future that give rise
to Unreleased Consignment Liens.
(f) Bergdorf Goodman, Inc. hereby represents, warrants and agrees
that there are no Unreleased Consignment Liens relating to Receivables
originated by Bergdorf Goodman, Inc., and it will not enter into
arrangements in the future that give rise to Unreleased Consignment Liens.
Section 4.12 Adjustments. So long as the Series 2000-1 Certificates
remain outstanding, the third and fourth sentences of Section 3.09 of the
Agreement shall be deemed to read as follows:
"Any adjustment required pursuant to either of the two preceding
sentences shall be made on the first Business Day after the Date of
Processing for the event giving rise to such adjustment. If,
following the exclusion of such Principal Receivables from the
calculation of the Seller's Interest, the Seller's Interest would be
less than the Required Seller's Interest, then on the first Business
Day after the Date of Processing for the event giving rise to such
adjustment, the Seller shall make a deposit into the Excess Funding
Account in immediately available funds in an amount equal to the
amount by which the Seller's Interest would be less than the Required
Seller's Interest (up to the amount of such Principal Receivables)."
ARTICLE V
DISTRIBUTIONS AND REPORTS TO SERIES 2000-1 INVESTOR
CERTIFICATEHOLDERS
Section 5.1 Distributions.
(a) On each Distribution Date, the Paying Agent shall distribute to
each Class A Certificateholder of record on the related Record Date (other
than as provided in Section 12.02 of the Agreement) such Class A
Certificateholder's pro rata share of the amounts that are allocated and
available on such Distribution Date to pay interest on the Class A
Certificates pursuant to this Supplement.
(b) On each Distribution Date with respect to the Controlled
Amortization Period or a Rapid Amortization Period, the Paying Agent shall
distribute to each Class A Certificateholder of record on the related
Record Date (other than as provided in Section 12.02 of the Agreement) such
Class A Certificateholder's pro rata share of the amounts that are
allocated and available on such date to pay principal of the Class A
Certificates pursuant to this Supplement up to a maximum amount on any such
date equal to the Class A Invested Amount on such date.
(c) On each Distribution Date, the Paying Agent shall distribute to
each Class B Certificateholder of record on the related Record Date (other
than as provided in Section 12.02 of the Agreement) such Class B
Certificateholder's pro rata share of the amounts that are allocated and
available on such Distribution Date to pay interest on the Class B
Certificates pursuant to this Supplement.
(d) On each Distribution Date with respect to the Controlled
Amortization Period or a Rapid Amortization Period, the Paying Agent shall
distribute to each Class B Certificateholder of record on the related
Record Date (other than as provided in Section 12.02 of the Agreement) such
Class B Certificateholder's pro rata share of the amounts that are
allocated and available on such date to pay principal of the Class B
Certificates pursuant to this Supplement up to a maximum amount on any such
date equal to the Class B Invested Amount on such date.
(e) The distributions to be made pursuant to this Section 5.1 are
subject to the provisions of Sections 2.06, 10.01 and 12.02 of the
Agreement and Sections 8.1 and 8.2.
(f) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series 2000-1
Certificateholders hereunder shall be made by check mailed to each Series
2000-1 Certificateholder at such Series 2000-1 Certificateholder's address
appearing in the Certificate Register without presentation or surrender of
any Series 2000-1 Certificate or the making of any notation thereon;
provided, however, that with respect to Series 2000-1 Certificates
registered in the name of a Clearing Agency, such distributions shall be
made to such Clearing Agency in immediately available funds.
Section 5.2 Reports and Statements to Series 2000-1
Certificateholders.
(a) On each Distribution Date, the Paying Agent, on behalf of the
Trustee, shall forward to each Class A Certificateholder a statement
substantially in the form of Exhibit B prepared by the Servicer.
(b) Not later than each Determination Date, the Servicer shall
deliver to the Trustee, the Paying Agent and each Rating Agency (i)
statements substantially in the form of Exhibit B prepared by the Servicer
and (ii) a certificate of a Servicing Officer substantially in the form of
Exhibit C.
(c) On or before January 31 of each calendar year, beginning with
calendar year 2001, the Paying Agent, on behalf of the Trustee, shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2000-1 Certificateholder, a statement
prepared by the Servicer containing the information that is required to be
contained in the statement to Series 2000-1 Certificateholders, as set
forth in subsections (a) or (b) above, as applicable, aggregated for such
calendar year or the applicable portion thereof during which such Person
was a Series 2000-1 Certificateholder, together with other information as
is required to be provided by an issuer of indebtedness under the Internal
Revenue Code of 1986, as amended from time to time (the "Internal Revenue
Code"). Such obligation of the Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Paying Agent pursuant to any requirements of the Internal
Revenue Code.
ARTICLE VI
EARLY AMORTIZATION EVENTS
Section 6.1 Series 2000-1 Pay Out Events. If any one of the
following events shall occur with respect to the Series 2000-1
Certificates:
(a) failure on the part of the Seller (i) to make any payment or
deposit required to be made by the Seller by the terms of (A) the Agreement
or (B) this Supplement, on or before the date occurring five Business Days
after the date such payment or deposit is required to be made herein, (ii)
to perform in all material respects the Seller's covenant not to sell,
pledge, assign, or transfer to any person, or grant any unpermitted lien
on, any Receivable; or (iii) duly to observe or perform in any material
respect any covenants or agreements of the Seller set forth in the
Agreement or this Supplement, which failure has a material adverse effect
on the Series 2000-1 Certificateholders and continues unremedied for a
period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Seller by
the Trustee, or to the Seller and the Trustee by any Holder of Series 2000-
1 Certificates;
(b) any representation or warranty made by the Seller in the
Agreement or this Supplement (i) shall prove to have been incorrect in any
material respect when made, that continues to be incorrect in any material
respect for a period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to
the Seller by the Trustee, or to the Seller and the Trustee by any Holder
of Series 2000-1 Certificates, and (ii) as a result of which the interests
of the Series 2000-1 Certificateholders are materially and adversely
affected; provided, however, that a Series 2000-1 Pay Out Event pursuant to
this subsection 6.1(b) shall not be deemed to have occurred hereunder if
the Seller has accepted reassignment of the related Receivable, or all of
such Receivables, if applicable, during such period in accordance with the
provisions of the Agreement;
(c) the average of the Portfolio Yields for any three consecutive
Monthly Periods is reduced to a rate that is less than the average of the
Base Rates for such three consecutive Monthly Periods;
(d) a failure by The Neiman Marcus Group, Inc. or the Seller to
make an Addition within five Business Days after the Required Designation
Date;
(e) failure to pay the Class A Invested Amount in full on or prior
to the Class A Expected Final Payment Date or to pay the Class B Invested
Amount in full on or prior to the Class B Expected Final Payment Date;
(f) any Servicer Default shall occur that would have a material
adverse effect on the Series 2000-1 Certificateholders; or
(g) the amount on deposit in the Excess Funding Account as a
percentage of the sum of the aggregate amount of Principal Receivables plus
the amount on deposit in the Excess Funding Account shall equal or exceed
30% on the last day of three consecutive Monthly Periods;
then, the Trustee shall within five days publish a notice of such Pay Out
Event and in the case of any event described in subsections (a), (b) or
(f), after the applicable grace period, if any, set forth in such
subsections, the Trustee or Holders of Series 2000-1 Certificates
evidencing undivided interests aggregating more than 50% of the Invested
Amount of this Series 2000-1 by notice then given in writing to the
Trustee, the Seller and the Servicer may declare that a pay out event (a
"Series 2000-1 Pay Out Event") has occurred as of the date of such notice,
and in the case of any event described in subsections (c), (d), (e) or (g),
a Series 2000-1 Pay Out Event shall occur without any notice or other
action on the part of the Trustee or the Series 2000-1 Certificateholders
immediately upon the occurrence of such event.
ARTICLE VII
OPTIONAL REPURCHASE; SERIES TERMINATION;
SALE OF CLASS C CERTIFICATES
Section 7.1 Optional Repurchase. The Series 2000-1 Certificates
shall be subject to termination by the Seller at its option on any
Distribution Date on or after the Distribution Date on which the Class A
Invested Amount is reduced to an amount less than or equal to 10% of the
Class A Initial Invested Amount. The deposit required in connection with
any such termination and final distribution shall be equal to the
outstanding principal amount of the Class A Certificates Amount plus
accrued and unpaid interest on the Class A Certificates through the day
prior to the Distribution Date on which the final distribution occurs.
Section 7.2 Series 2000-1 Termination. (a) If, on the July 15, 2008
Distribution Date, the Invested Amount (after giving effect to all changes
therein on such date) would be greater than zero, the Servicer, on behalf
of the Trustee, shall, within the forty-day period that begins on such
Distribution Date, solicit bids for the sale of Principal Receivables and
the related Finance Charge Receivables (or interests therein), such
Principal Receivables to be in an amount equal to the sum of (i) the
Invested Amount plus (ii) the result of the Seller's Interest multiplied by
a fraction the numerator of which is the Invested Amount and the
denominator of which is the sum of the Invested Amounts for all Series then
outstanding (including Series 2000-1), all measured at the close of
business on the last day of the Monthly Period preceding the Scheduled
Series 2000-1 Termination Date (after giving effect to all distributions
required to be made on the Scheduled Series 2000-1 Termination Date, except
pursuant to this Section 7.2). Such bids shall require that such sale
shall (subject to Section 7.2(b)) occur on the Scheduled Series 2000-1
Termination Date. The Seller shall be entitled to participate in, and to
receive from the Trustee a copy of each other bid submitted in connection
with, such bidding process.
(b) The Servicer, on behalf of the Trustee, shall sell such
Receivables (or interests therein) on the Scheduled Series 2000-1
Termination Date to the bidder who made the highest cash purchase offer.
The proceeds of any such sale shall be treated as Collections on the
Receivables allocated to the Series 2000-1 Certificateholders pursuant to
the Agreement and this Supplement; provided, however, that the Servicer
shall determine conclusively the amount of such proceeds that are allocable
to Finance Charge Receivables and the amount of such proceeds that are
allocable to Principal Receivables. During the period from the September
2000 Distribution Date to the Scheduled Series 2000-1 Termination Date, the
Servicer shall continue to collect payments on the Receivables and allocate
and deposit such Collections in accordance with the provisions of the
Agreement and this Supplement.
Section 7.3 Reduction of Class C Invested Amount During the Revolving
Period; Designation of Class B and Class C Certificate Terms; Sale of Class
B Certificates and Class C Certificates.
(a) The Required Class C Invested Amount may be reduced during the
Revolving Period by distributing Collections of Principal Receivables to
the Class C Certificateholders in accordance with Section 4.6(b), provided
that (i) the Rating Agency Condition shall have been satisfied with respect
to such reduction and (ii) the Seller shall have delivered to the Trustee
an Officer's Certificate stating that the Seller reasonably believes that
such reduction will not, based on the facts known to such officer at the
time of such certification, cause a Pay Out Event or any event that, after
the giving of notice or the lapse of time, would constitute a Pay Out
Event.
(b) The Seller may at any time, without the consent of the Investor
Certificateholders, (i) sell or transfer all or a portion of the Class B or
Class C Certificates and (ii) in connection with any such sale or transfer,
enter into a supplemental agreement with the Trustee pursuant to which the
Seller and the Trustee may (x) amend the Class C Certificate Rate, set
forth the amount of monthly interest due Class C Certificateholders (the
"Class C Monthly Interest"), provide for the payment of additional amounts
(the "Class C Additional Interest") with respect to any shortfall (the
"Class C Interest Shortfall") in such Class C Monthly Interest and provide
for such other provisions with respect to the Class C Certificates as may
be specified in such supplemental agreement, (y) amend the Class B
Certificate Rate, set forth the amount of monthly interest due Class B
Certificateholders (the "Class B Monthly Interest"), provide for the
payment of additional amounts (the "Class B Additional Interest") with
respect to any shortfall (the "Class B Interest Shortfall") in such Class B
Monthly Interest and provide for such other provisions with respect to the
Class B Certificates as may be specified in such supplemental agreement,
and (z) reallocate a portion of the Class B Invested Amount to the Class C
Invested Amount or vice versa, provided that in each such case (A) the
Seller shall have given notice to the Trustee, the Servicer and the Rating
Agencies of such proposed sale or transfer of the Class B or Class C
Certificates and such supplemental agreement at least five business days
prior to the consummation of such sale or transfer and the execution of
such proposed supplemental agreement; (B) the Rating Agency Condition shall
have been satisfied; (C) no Pay Out Event shall have occurred prior to the
consummation of such proposed sale or transfer of Class B or Class C
Certificates or the execution of such supplemental agreement; (D) the
Seller shall have delivered an Officer's Certificate, dated the date of the
consummation of such sale or transfer and the effectiveness of such
supplemental agreement, to the effect that, in the reasonable belief of the
Seller, such action will not, based on the facts known to such officer at
the time of such certification, cause a Pay Out Event to occur with respect
to any Series, and (E) the Seller will have delivered a Tax Opinion, dated
the date of such certificate with respect to such action; provided,
further, (i) as a condition to the sale or transfer of all or a portion of
the Class B or Class C Certificates the transferee shall be required to
agree not to institute against, or join any other Person in instituting
against, the Trust or the Seller any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or other proceeding
under any federal or state bankruptcy or similar law, for one year and one
day after all Investor Certificates are paid in full and (ii) the Class B
or Class C Certificates may not be sold or transferred, in whole or in
part, to The Neiman Marcus Group, Inc. or Bergdorf Goodman, Inc.
ARTICLE VIII
FINAL DISTRIBUTION
Section 8.1 Sale of Receivables or Certificateholders' Interest
pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.1 or 7.2
of this Supplement.
(a) The amount to be paid by the Seller with respect to Series
2000-1 in connection with a reassignment of Receivables to the Seller
pursuant to Section 2.06 of the Agreement or a repurchase of the
Certificateholder's Interest pursuant to Section 10.01 of the Agreement
shall equal the Reassignment Amount for the first Distribution Date
following the Monthly Period in which the reassignment obligation arises
under the Agreement.
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Sections 7.1 or 8.1 or any amounts allocable
to the Series 2000-1 Certificateholders' Interest deposited into the
Collection Account pursuant to Section 7.2, the Trustee shall, not later
than 12:00 noon, New York City time, on the related Distribution Date, make
deposits or distributions of the following amounts (in the priority set
forth below and, in each case after giving effect to any deposits and
distributions otherwise to be made on such date) in immediately available
funds: (i) (x) the Class A Invested Amount on such Distribution Date will
be distributed to the Paying Agent for payment to the Class A
Certificateholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest for such Distribution Date, (B) any Class A Monthly
Interest previously due but not distributed to the Class A
Certificateholders on a prior Distribution Date and (C) the amount of Class
A Additional Interest, if any, for such Distribution Date and any Class A
Additional Interest previously due but not distributed to the Class A
Certificateholders on any prior Distribution Date, will be distributed to
the Paying Agent for payment to the Class A Certificateholders, (ii) (x)
the Class B Invested Amount on such Distribution Date will be distributed
to the Paying Agent for payment to the Class B Certificateholders and (y)
an amount equal to the sum of (A) Class B Monthly Interest for such
Distribution Date, (B) any Class B Monthly Interest previously due but not
distributed to the Class B Certificateholders on a prior Distribution Date
and (C) the amount of Class B Additional Interest, if any, for such
Distribution Date and any Class B Additional Interest previously due but
not distributed to the Class B Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class B
Certificateholders, (iii) (x) the Class C Invested Amount on such
Distribution Date will be distributed to the Paying Agent for payment to
the Class C Certificateholders and (y) an amount equal to the sum of (A)
Class C Interest for such Distribution Date, (B) any Class C Monthly
Interest previously due but not distributed to the Class C
Certificateholders on a prior Distribution Date and (C) the amount of Class
C Additional Interest, if any, for such Distribution Date and any Class C
Additional Interest previously due but not distributed to the Class C
Certificateholders on any prior Distribution Date, will be distributed to
the Paying Agent for payment to the Class C
Certificateholders and (iv) the balance, if any, will be distributed to the
Holder of the Seller Certificate.
(c) Notwithstanding anything to the contrary in this Supplement or
the Agreement, all amounts distributed to the Paying Agent pursuant to
Section 8.1(b) for payment to the Series 2000-1 Certificateholders shall
be deemed distributed in full to the Series 2000-1 Certificateholders on
the date on which such funds are distributed to the Paying Agent pursuant
to this Section and shall be deemed to be a final distribution pursuant to
Section 12.02 of the Agreement.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1 Delivery and Payment for the Series 2000-1 Certificates.
The Seller shall execute and deliver the Series 2000-1 Certificates to the
Trustee for authentication in accordance with Section 6.01 of the
Agreement. The Trustee shall deliver the Series 2000-1 Certificates to or
upon the order of the Seller when authenticated in accordance with Section
6.02 of the Agreement.
Section 9.2 Form of Delivery of Series 2000-1 Certificates. The
Class A Certificates, the Class B Certificates and the Class C Certificates
shall be delivered as Registered Certificates as provided in Section 6.01
of the Agreement. The Class B Certificates and the Class C Certificates
shall be delivered as Definitive Certificates.
Section 9.3 Provisions Relating to Global Certificates and Regulation
S Certificates.
(a) Class A Certificates offered and sold to Qualified
Institutional Buyers in reliance on Rule 144A shall be issued initially in
the form of one or more Global Certificates (the "Rule 144A Global
Certificates"), which shall be deposited on behalf of the purchasers of the
Book-Entry Certificates represented thereby with the Trustee, as custodian
for the Clearing Agency, and registered in the name of the Clearing Agency
or a nominee of the Clearing Agency, duly executed by the Seller and
authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the Rule 144A Global Certificates may from time to time
be increased or decreased by adjustments made on the records of the Trustee
and the Clearing Agency or its nominee as hereinafter provided. The
Trustee shall not be liable for any error or omission by the Clearing
Agency in making such record adjustments and the records of the Trustee
shall be controlling with regard to outstanding principal amount of
Certificates hereunder.
(b) Class A Certificates offered and sold in reliance on Regulation
S shall be issued initially, and during the "40 day distribution compliance
period" described below remain, in the form of temporary Global
Certificates (the "Regulation S Temporary Global Certificates"), which
shall be deposited on behalf of the purchasers of the Book-Entry
Certificates represented thereby with the Trustee, as custodian for the
Clearing Agency, and registered in the name of the Clearing Agency or the
nominee of the Clearing Agency for the investors' respective accounts at
Euroclear and/or Clearstream, duly executed by the Seller and authenticated
by the Trustee as hereinafter provided. The "40 day distribution
compliance period" (as defined in Regulation S) shall be terminated upon
the later of (i) 40 days after the Closing Date and (ii) receipt by the
Trustee of a written certificate from the Clearing Agency, together with
copies of certificates from Euroclear and/or Clearstream, certifying that
they have received certification of non-United States beneficial ownership
of 100% of the aggregate principal amount of the Regulation S Temporary
Global Certificates (except to the extent of any beneficial owners thereof
who will take delivery of a beneficial ownership interest in a Rule 144A
Global Certificate). Following the termination of the 40 day distribution
compliance period, beneficial interests in the Regulation S Temporary
Global Certificates shall be exchanged for beneficial interests in
permanent Global Certificates (the "Regulation S Permanent Global
Certificates"), which will be deposited with the Trustee, as custodian, and
registered in the name of a nominee of the Clearing Agency. Simultaneously
with the authentication of Regulation S Permanent Global Certificates, the
Trustee shall cancel the Regulation S Temporary Global Certificates. The
aggregate principal amount of the Regulation S Temporary Global
Certificates and the Regulation S Permanent Global Certificates may from
time to time be increased or decreased by adjustments made on the records
of the Trustee and the Clearing Agency or its nominee, as the case may be,
in connection with transfers of interest as hereinafter provided. The
Trustee shall incur no liability for any error or omission of the Clearing
Agency in making such record adjustments and the records of the Trustee
shall be controlling with regard to outstanding principal amount of
Regulation S Global Certificates hereunder.
(c) Each Global Certificate shall represent such of the outstanding
Book-Entry Certificates as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding
Book-Entry Certificates from time to time endorsed thereon and that the
aggregate amount of outstanding Book-Entry Certificates represented thereby
may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions. Any endorsement of a Global Certificate to
reflect the amount of any increase or decrease in the amount of outstanding
Book-Entry Certificates represented thereby shall be made by the Trustee,
or by the custodian at the direction of the Trustee, in accordance with
instructions given by the holder thereof as required by clause (d) below.
(d) Transfer and Exchange of Global Certificates. The transfer and
exchange of Global Certificates or beneficial interests therein shall be
effected through the Clearing Agency, in accordance with this Supplement
and the procedures of the Clearing Agency therefor, which shall include
restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. Beneficial interests in a Global
Certificate may be transferred to persons who take delivery thereof in the
form of a beneficial interest in the same Global Certificate in accordance
with the transfer restrictions set forth in the legend referred to in
clauses (e) through (h) below.
(e) Transfer of Rule 144A Global Certificate to Regulation S Global
Certificate. If, at any time, a Certificate Owner of a beneficial interest
in a Rule 144A Global Certificate deposited with the Clearing Agency (or
the Trustee as custodian for the Clearing Agency) wishes to transfer its
interest in such Rule 144A Global Certificate to a person who is required
or permitted to take delivery thereof in the form of a beneficial interest
in a Regulation S Global Certificate, such Certificate Owner shall, subject
to compliance with the procedures described in the next sentence of this
clause (e), exchange or cause the exchange of such beneficial interest for
an equivalent beneficial interest in a Regulation S Global Certificate.
Upon receipt by the Trustee of (1) instructions given in accordance with
the applicable procedures of the Clearing Agency from a Participant
directing the Trustee to credit or cause to be credited a beneficial
interest in the Regulation S Global Certificate in an amount equal to the
beneficial interest in the Rule 144A Global Certificate to be exchanged,
(2) a written order given in accordance with the applicable procedures of
the Clearing Agency containing information regarding the participant
account of the Clearing Agency and Euorclear and/or Clearstream account to
be credited with such increase, and (3) an officer's certificate given by
the transferring Certificate Owner stating that the transfer of such
interest has been made in compliance with the transfer restrictions
applicable to the Global Certificates and pursuant to and in accordance
with Rule 903 or Rule 904 of Regulation S, then the Certificate Registrar
shall instruct the Clearing Agency to reduce or cause to be reduced the
outstanding principal amount of the applicable Rule 144A Global Certificate
and to increase or cause to be increased the outstanding principal amount
of the applicable Regulation S Global Certificate by the outstanding
principal amount of the beneficial interest in the Rule 144A Global
Certificate to be exchanged, to credit or cause to be credited to the
account of the person specified in such instructions a beneficial interest
in the Regulation S Global Certificate equal to the reduction in the
outstanding principal amount of the Rule 144A Global Certificate, and to
debit, or cause to be debited, from the account of the person making such
exchange or transfer the beneficial interest in the Rule 144A Global
Certificate that is being exchanged or transferred.
(f) Transfer of Regulation S Global Certificate to Rule 144A Global
Certificate. If at any time a Certificate Owner of a beneficial interest
in a Regulation S Global Certificate deposited with the Clearing Agency or
with the Trustee as custodian for the Clearing Agency wishes to transfer
its interest in such Regulation S Global Certificate to a person who is
required or permitted to take delivery thereof in the form of a beneficial
interest in a Rule 144A Global Certificate, such Certificate Owner shall,
subject to the applicable procedures of the Clearing Agency, exchange or
cause the exchange of such beneficial interest for an equivalent beneficial
interest in a Rule 144A Global Certificate as provided in this clause (f).
Upon receipt by the Trustee of (1) instructions from Euroclear or
Clearstream, if applicable, and the Clearing Agency directing the Trustee,
as Certificate Registrar, to credit or cause to be credited a beneficial
interest in the Rule 144A Global Certificate equal to the beneficial
interest in the Regulation S Global Certificate to be exchanged and
containing information regarding the participant account with the Clearing
Agency to be credited with such increase, (2) a written order given in
accordance with the applicable procedures of the Clearing Agency containing
information regarding the participant account of the Clearing Agency and
(3) if such transfer is being effected prior to the expiration of the
40-day distribution compliance period, a certificate in the form of Exhibit
D attached hereto given by the Certificate Owner of such beneficial
interest, then the Trustee, as Certificate Registrar, shall instruct the
Clearing Agency to reduce or cause to be reduced the outstanding principal
amount of such Regulation S Global Certificate and to increase or cause to
be increased the outstanding principal amount of the applicable Rule 144A
Global Certificate by the outstanding principal amount of the beneficial
interest in the Regulation S Global Certificate to be exchanged, and the
Trustee, as Certificate Registrar, shall instruct the Clearing Agency,
concurrently with such reduction, to credit or cause to be credited to the
account of the person specified in such instructions a beneficial interest
in the applicable Rule 144A Global Certificate equal to the reduction in
the outstanding principal amount of such Regulation S Global Certificate
and to debit or cause to be debited from the account of the person making
such transfer the beneficial interest in the Regulation S Global
Certificate that is being transferred.
(g) Transfer and Exchange of a Definitive Certificate for a
Book-Entry Certificate in a Rule 144A Global Certificate. The transfer and
exchange of a Definitive Certificate for a beneficial interest in a Rule
144A Global Certificate shall be effected in accordance with this
Supplement and the procedures of the Clearing Agency therefor, which shall
include restrictions on transfer comparable to those set forth herein to
the extent required by the Securities Act. If, at any time a Holder of a
Definitive Certificate wishes to transfer its interest in such Certificate
to a person who is required or permitted to take delivery thereof in the
form of a beneficial interest in a Rule 144A Global Certificate, such
Holder shall, subject to the applicable procedures of the Clearing Agency,
exchange or cause the exchange of such Definitive Certificate for an
equivalent beneficial interest in a Rule 144A Global Certificate as
provided in this clause (g). Upon receipt by the Trustee of (1) the
Definitive Certificates for registration of transfer or exchange duly
endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Trustee duly executed by such Holder or by his
attorney, duly authorized in writing, (2) the instructions from the
Clearing Agency, directing the Trustee, as Certificate Registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Global
Certificate equal to the Definitive Certificate to be exchanged, such
instructions to contain information regarding the participant account with
the Clearing Agency to be credited with such increase, (3) a written order
given in accordance with the applicable procedures of the Clearing Agency
containing information regarding the participant account of the Clearing
Agency, (4) an appropriately completed investment letter to that effect
given by the proposed transferee, then the Trustee, as Certificate
Registrar, shall instruct the Clearing Agency to increase or cause to be
increased the outstanding principal amount of the applicable Rule 144A
Global Certificate by the outstanding principal amount of the Definitive
Certificate to be exchanged, and the Trustee, as Certificate Registrar,
shall instruct the Clearing Agency, concurrently with such increase, to
credit or cause to be credited to the account of the person specified in
such instructions a beneficial interest in the applicable Rule 144A Global
Certificate equal to the outstanding principal amount of such Definitive
Certificate being transferred.
(h) Transfer of a Book-Entry Certificate in a Rule 144A Global
Certificate or Regulation S Permanent Global Certificate for a Definitive
Certificate. Any person having a beneficial interest in a Rule 144A Global
Certificate or Regulation S Permanent Global Certificate may upon request,
subject to the applicable procedures of the Clearing Agency, exchange such
beneficial interest for a Definitive Certificate. Upon receipt by the
Trustee of written instructions or such other form of instructions as is
customary for the Clearing Agency (or Euroclear or Clearstream, if
applicable), from the Clearing Agency or its nominee on behalf of any
Person having a beneficial interest in a Rule 144A Global Certificate or
Regulation S Permanent Global Certificate, and, in the case of a Restricted
Certificate, (i) if such beneficial interest is being transferred to the
Person designated by the Clearing Agency as being the Certificate Owner, an
appropriately completed investment letter to that effect from such person;
or (ii) if such beneficial interest is being transferred to a Qualified
Institutional Buyer in accordance with Rule 144A or pursuant to an
exemption from registration in accordance with Rule 144A or pursuant to an
effective registration statement under the Securities Act, an appropriately
completed investment letter to that effect from the proposed transferee,
then the Trustee or the custodian, at the direction of the Trustee, shall,
in accordance with the standing instructions and procedures existing
between the Clearing Agency and the custodian, cause the outstanding
principal amount of Rule 144A Global Certificates or Regulation S Permanent
Global Certificates, as applicable, to be reduced accordingly and,
following such reduction, the Seller shall execute and, the Trustee shall
authenticate and deliver to the transferee a Definitive Certificate in the
appropriate principal amount.
Definitive Certificates issued in exchange for a Book-Entry
Certificate in a Rule 144A Global Certificate or Regulation S Permanent
Global Certificate, as applicable, pursuant to this clause (h) shall be
registered in such names and in such authorized denominations as the
Clearing Agency, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Definitive Certificates to the persons in whose names such
Certificates are so registered. Following any such issuance of Definitive
Certificates, the Trustee, as Certificate Registrar, shall instruct the
Clearing Agency to reduce or cause to be reduced the outstanding principal
amount of the applicable Global Certificate to reflect the transfer.
(i) Legend on Certificates; Minimum Denominations.
(i) Each Class A Certificate will bear a legend substantially
in the following form:
THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE
SECURITIES LAW. EACH PURCHASER OF THIS CERTIFICATE IS HEREBY
NOTIFIED THAT THE SELLER OF THIS CERTIFICATE MAY BE RELYING ON THE
EXEMPTIONS FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A AND REGULATION S THEREUNDER.
THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE HOLDER:
(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
(A "QIB"), (B) IT HAS ACQUIRED THIS CERTIFICATE IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT OR (C) IT IS AN "INSTITUTIONAL
ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
"INSTITUTIONAL ACCREDITED INVESTOR"),
(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
CERTIFICATE EXCEPT (A) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT,
(C) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT, IN THE CASE OF THIS CLAUSE (D),
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUST AND THE
SELLER A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE TRANSFER OF THIS
CERTIFICATE (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUST AND THE SELLER) AND, IF SUCH TRANSFER IS IN RESPECT
OF AN AGGREGATE PRINCIPAL AMOUNT OF CERTIFICATES LESS
THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
NEIMAN MARCUS GROUP, INC., THE SELLER, THE TRUST AND
BERGDORF GOODMAN, INC., THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, OR (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND,
IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION,
(3) REPRESENTS THAT EITHER (A) IT IS NOT ACQUIRING THE
CERTIFICATES WITH THE ASSETS OF A BENEFIT PLAN OR (B) ITS
PURCHASE AND HOLDING OF THE CERTIFICATES WILL NOT RESULT
IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION
406(a) OF ERISA OR SECTION 4975 OF THE CODE, AND
(4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
CERTIFICATE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED
STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
REGULATION S UNDER THE SECURITIES ACT. THE POOLING AGREEMENT
UNDER WHICH THIS CERTIFICATE WAS ISSUED CONTAINS A PROVISION
REQUIRING THE TRUST AND THE SELLER TO REFUSE TO REGISTER ANY
TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.
(ii) Each Class B and Class C Certificate will bear a legend
substantially in the following form:
THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW. THE
HOLDER OF THIS CERTIFICATE SHALL BE PROHIBITED FROM
TRANSFERRING ANY INTEREST IN OR PORTION OF THIS CERTIFICATE
UNLESS, PRIOR TO SUCH TRANSFER, IT SHALL HAVE DELIVERED TO THE
TRUSTEE A TAX OPINION (AS DEFINED IN THE POOLING AND SERVICING
AGREEMENT).
(iii) Each Regulation S Temporary Global Certificate shall bear
a legend in substantially the following form:
THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE IS A TEMPORARY
GLOBAL CERTIFICATE FOR PURPOSES OF REGULATIONS S UNDER THE
SECURITIES ACT WHICH IS EXCHANGEABLE FOR A PERMANENT GLOBAL
CERTIFICATE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN.
(iv) Each Regulation S Permanent Global Certificate shall bear
a legend in substantially the following form:
THIS REGULATION S PERMANENT GLOBAL CERTIFICATE IS A GLOBAL
CERTIFICATE WHICH IS EXCHANGEABLE FOR INTERESTS IN OTHER GLOBAL
CERTIFICATES AND DEFINITIVE CERTIFICATES SUBJECT TO THE TERMS
AND CONDITIONS SET FORTH HEREIN AND IN THE SERIES 2000-1
SUPPLEMENT (AS DEFINED HEREIN).
(j) The Class A Certificates shall be issued in minimum
denominations of $100,000 and greater integral multiples of $1,000.
Section 9.4 Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken, and
construed as one and the same instrument.
Section 9.5 Notification of Consolidation, etc. of Trustee. The
Servicer shall notify each Rating Agency promptly after any merger,
conversion or consolidation of the Trustee pursuant to Section 11.09 of the
Agreement
Section 9.6 Counterparts. This Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one
and the same instrument.
Section 9.7 GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 9.8 Instructions in Writing. All instructions or other
communications given by the Servicer or any other person to the Trustee
pursuant to this Supplement shall be in writing.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Series 2000-1 Supplement to be duly executed by their
respective officers as of the day and year first above written.
NEIMAN MARCUS FUNDING CORPORATION, Seller
By:
Name: Paul F. Gibbons
Title: Vice President & Treasurer
THE NEIMAN MARCUS GROUP, INC., Servicer
By:
Name: Paul F. Gibbons
Title: Vice President & Treasurer
THE BANK OF NEW YORK, Trustee
By:
Name:
Title:
Solely for purposes of Section 4.11(f):
BERGDORF GOODMAN, INC.
By:
Name:
Title:
Exhibit A-1
[FORM OF CLASS A INVESTOR CERTIFICATE]
REGISTERED $___________
No. R-A_ [CUSIP NO. 640203 AC 9
ISIN NO. US640203AC95]
[CUSIP NO. U63109 AA 7
ISIN NO. USU63109AA74]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE
SECURITIES LAW. EACH PURCHASER OF THIS CERTIFICATE IS HEREBY
NOTIFIED THAT THE SELLER OF THIS CERTIFICATE MAY BE RELYING ON THE
EXEMPTIONS FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A AND REGULATION S THEREUNDER.
THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE HOLDER:
(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
(A "QIB"), (B) IT HAS ACQUIRED THIS CERTIFICATE IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT OR (C) IT IS AN "INSTITUTIONAL
ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
"INSTITUTIONAL ACCREDITED INVESTOR"),
(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
CERTIFICATE EXCEPT (A) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT,
(C) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT, IN THE CASE OF THIS CLAUSE (D),
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUST AND THE
SELLER A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE TRANSFER OF THIS
CERTIFICATE (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUST AND THE SELLER) AND, IF SUCH TRANSFER IS IN RESPECT
OF AN AGGREGATE PRINCIPAL AMOUNT OF CERTIFICATES LESS
THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
NEIMAN MARCUS GROUP, INC., THE SELLER, THE TRUST AND
BERGDORF GOODMAN, INC., THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, OR (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND,
IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION,
(3) REPRESENTS THAT EITHER (A) IT IS NOT ACQUIRING THE
CERTIFICATES WITH THE ASSETS OF A BENEFIT PLAN OR (B) ITS
PURCHASE AND HOLDING OF THE CERTIFICATES WILL NOT RESULT
IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION
406(a) OF ERISA OR SECTION 4975 OF THE CODE, AND
(4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
CERTIFICATE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED
STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
REGULATION S UNDER THE SECURITIES ACT. THE POOLING AGREEMENT
UNDER WHICH THIS CERTIFICATE WAS ISSUED CONTAINS A PROVISION
REQUIRING THE TRUST AND THE SELLER TO REFUSE TO REGISTER ANY
TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.
[THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE IS A "TEMPORARY
GLOBAL CERTIFICATE" FOR PURPOSES OF REGULATION S UNDER THE SECURITIES
ACT WHICH IS EXCHANGEABLE FOR A PERMANENT GLOBAL CERTIFICATE SUBJECT
TO THE TERMS AND CONDITIONS SET FORTH HEREIN.
ARTICLE IX OF THE SERIES 2000-1 SUPPLEMENT CONTAINS FURTHER
RESTRICTIONS ON THE TRANSFER AND RESALE OF THIS CERTIFICATE AND ANY
INTEREST HEREIN. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO THE
FOREGOING RESTRICTIONS ON TRANSFERABILITY. IN ADDITION, EACH
TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN ARTICLE IX
OF THE SERIES 2000-1 SUPPLEMENT.]
NEIMAN MARCUS GROUP CREDIT CARD MASTER TRUST
SERIES 2000-1
FLOATING RATE CLASS A ASSET BACKED CERTIFICATE
[(REGULATION S TEMPORARY GLOBAL CERTIFICATE)]
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary course
of business from a portfolio of consumer revolving credit or installment
accounts generated or to be generated by The Neiman Marcus Group, Inc.
("NMG" or the "Servicer") and Bergdorf Goodman, Inc. and other assets and
interests constituting the Trust under the Agreement described below.
(Not an interest in or a recourse obligation of Neiman Marcus
Funding Corporation, NMG or any affiliate of either of them.)
This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a fractional undivided interest in the Neiman Marcus
Group Credit Card Master Trust (the "Trust") issued pursuant to Pooling and
Servicing Agreement dated as of March 1, 1995 and amended and restated as
of July 2, 2000 ( the "Pooling and Servicing Agreement"; such term to
include any amendment thereto) by and between Neiman Marcus Funding
Corporation, as Seller (the "Seller"), NMG, as the Servicer, and The Bank
of New York, as Trustee (the "Trustee"), and the Series 2000-1 Supplement,
dated as of July 21 , 2000 (the "Series 2000-1 Supplement"), among the
Seller, the Servicer and the Trustee. The Pooling and Servicing Agreement,
as supplemented by the Series 2000-1 Supplement, is herein referred to as
the "Agreement"). The corpus of the Trust consists of all of the Seller's
right, title and interest in, to and under the Trust Assets (as defined in
the Agreement).
This Certificate represents the aggregate outstanding principal
amount of Book-Entry Certificates (as defined in the Agreement) from time
to time endorsed hereon, which amount may be reduced or increased, as
appropriate, from time to time to reflect exchanges and redemptions.
This Certificate does not purport to summarize the Agreement and
reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement. This Certificate is one of a
series of Certificates entitled "Neiman Marcus Group Credit Card Master
Trust $225,000,000 Floating Rate Class A Asset Backed Certificates" (the
"Class A Certificates"), each of which represents a fractional undivided
interest in the Trust, and is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended
from time to time, the Certificateholder by virtue of the acceptance hereof
assents and by which the Certificateholder is bound.
The Seller has structured the Agreement, the Class A Certificates,
the "Neiman Marcus Group Credit Card Master Trust $23,800,000 Class B Asset
Backed Certificates" (the "Class B Certificates") and the "Neiman Marcus
Group Credit Card Master Trust $68,200,000 Class C Asset Backed
Certificates" (the "Class C Certificates") with the intention that the
Class A Certificates will qualify under applicable tax law as debt, and
both the Seller and each holder of a Class A Certificate (a "Class A
Certificateholder") or any interest therein by acceptance of its
Certificate or any interest therein, agrees to treat the Class A
Certificates for purposes of federal, state and local income or franchise
taxes and any other tax imposed on or measured by income, as debt.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any
purpose.
IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly
executed under its official seal.
NEIMAN MARCUS FUNDING CORPORATION
By:
Name:
Title:
Dated: July __, 2000
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
By: ______________________________
Name:
Title:
Exhibit A-2
[FORM OF CLASS B INVESTOR CERTIFICATE]
REGISTERED $__________
No. R-B_
THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE
SECURITIES LAW. THE HOLDER OF THIS CERTIFICATE SHALL BE PROHIBITED
FROM TRANSFERRING ANY INTEREST IN OR PORTION OF THIS CERTIFICATE
UNLESS, PRIOR TO SUCH TRANSFER, IT SHALL HAVE DELIVERED TO THE
TRUSTEE A TAX OPINION (AS DEFINED IN THE AGREEMENT).
NEIMAN MARCUS GROUP CREDIT CARD MASTER TRUST
SERIES 2000-1
CLASS B ASSET BACKED CERTIFICATE
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary course
of business from a portfolio of consumer revolving credit or installment
accounts generated or to be generated by The Neiman Marcus Group, Inc.
("NMG" or the "Servicer") and Bergdorf Goodman, Inc. and other assets and
interests constituting the Trust under the Agreement described below.
(Not an interest in or a recourse obligation of Neiman Marcus Funding
Corporation, NMG or any affiliate of either of them.)
This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a fractional undivided interest in the Neiman Marcus
Group Credit Card Master Trust (the "Trust") issued pursuant to the Pooling
and Servicing Agreement dated as of March 1, 1995 and amended and restated
as of July 2, 2000 (the "Pooling and Servicing Agreement"; such term to
include any amendment thereto) by and between Neiman Marcus Funding
Corporation, as Seller (the "Seller"), NMG, as the Servicer, and The Bank
of New York, as Trustee (the "Trustee"), and the Series 2000-1 Supplement,
dated as of July 21 , 2000 (the "Series 2000-1 Supplement"), among the
Seller, NMG, as Servicer and the Trustee. The Pooling and Servicing
Agreement, as supplemented by the Series 2000-1 Supplement, is herein
referred to as the "Agreement". The corpus of the Trust consists of all of
the Seller's right, title and interest in, to and under the Trust Assets
(as defined in the Agreement).
This Certificate does not purport to summarize the Agreement and
reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement. This Certificate is one of a
series of Certificates entitled "Neiman Marcus Group Credit Card Master
Trust $23,800,000 Class B Asset Backed Certificates, Series 2000-1" (the
"Class B Certificates"), each of which represents a fractional undivided
interest in the Trust, and is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended
from time to time, the Certificateholder by virtue of the acceptance hereof
assents and by which the Certificateholder is bound.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any
purpose.
IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly
executed under its official seal.
NEIMAN MARCUS FUNDING CORPORATION
By:
Name:
Title:
Dated: July __, 2000
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
By:
Name:
Title:
Exhibit A-3
[FORM OF CLASS C INVESTOR CERTIFICATE]
REGISTERED $__________
No. R-C_
THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE
SECURITIES LAW. THE HOLDER OF THIS CERTIFICATE SHALL BE PROHIBITED
FROM TRANSFERRING ANY INTEREST IN OR PORTION OF THIS CERTIFICATE
UNLESS, PRIOR TO SUCH TRANSFER, IT SHALL HAVE DELIVERED TO THE
TRUSTEE A TAX OPINION (AS DEFINED IN THE AGREEMENT).
NEIMAN MARCUS GROUP CREDIT CARD MASTER TRUST
SERIES 2000-1
CLASS C ASSET BACKED CERTIFICATE
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary course
of business from a portfolio of consumer revolving credit or installment
accounts generated or to be generated by The Neiman Marcus Group, Inc.
("NMG" or the "Servicer") and Bergdorf Goodman, Inc. and other assets and
interests constituting the Trust under the Agreement described below.
(Not an interest in or a recourse obligation of Neiman Marcus Funding
Corporation, NMG or any affiliate of either of them.)
This certifies that Neiman Marcus Funding Corporation (the
"Certificateholder") is the registered owner of a fractional undivided
interest in the Neiman Marcus Group Credit Card Master Trust (the "Trust")
issued pursuant to the Pooling and Servicing Agreement dated as of March 1,
1995 and amended and restated as of July 2, 2000 (the "Pooling and
Servicing Agreement"; such term to include any amendment thereto) by and
between Neiman Marcus Funding Corporation, as Seller (the "Seller"), NMG as
the Servicer, and The Bank of New York, as Trustee (the "Trustee"), and the
Series 2000-1 Supplement, dated as of July 21 , 2000 (the "Series 2000-1
Supplement"), among the Seller, NMG, as Servicer and the Trustee. The
Pooling and Servicing Agreement, as supplemented by the Series 2000-1
Supplement, is herein referred to as the "Agreement". The corpus of the
Trust consists of all of the Seller's right, title and interest in, to and
under the Trust Assets (as defined in the Agreement).
This Certificate does not purport to summarize the Agreement and
reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement. This Certificate is one of a
series of Certificates entitled "Neiman Marcus Group Credit Card Master
Trust $68,200,000 Class C Asset Backed Certificates, Series 2000-1" (the
"Class C Certificates"), each of which represents a fractional undivided
interest in the Trust, and is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended
from time to time, the Certificateholder by virtue of the acceptance hereof
assents and by which the Certificateholder is bound. Unless the Rating
Agency Condition and certain other conditions set forth in the Series 2000-
1 Supplement are satisfied, (i) no principal will be payable to the Class C
Certificateholders until the first Distribution Date in the Amortization
Period and (ii) no interest will accrue on the unpaid principal amount of
the Class C Certificates.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any
purpose.
IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly
executed under its official seal.
NEIMAN MARCUS FUNDING CORPORATION
By:
Name:
Title:
Dated: July __, 2000
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
By:
Name:
Title:
EXHIBIT B
MONTHLY CERTIFICATEHOLDER'S STATEMENT
THE NEIMAN MARCUS GROUP, INC.
NEIMAN MARCUS GROUP CREDIT CARD MASTER TRUST
Pursuant to the Pooling and Servicing Agreement dated as of March 1, 1995
and amended and restated as of July 2, 2000 (as it may be amended, from
time to time, the "Agreement"), as supplemented by the Series 2000-1
Supplement dated as of July 21, 2000 (as amended and supplemented, the
"Series Supplement"), each among The Neiman Marcus Group, Inc., as
Servicer, Neiman Marcus Funding Corporation, as Seller and The Bank of New
York, as Trustee, the Servicer is required to prepare certain information
each month regarding distributions to Certificateholders and the
performance of the Trust. The information with respect to the applicable
Distribution Date and Monthly Period is set forth below.
Monthly Period:
Distribution Date:
Period
(Revolving = 0-56,
Controlled Amortization = 57-62)
A. ORIGINAL DEAL PARAMETERS
(a) Class A Initial Invested Amount
$225,000,000
71.0%
(b) Class B Initial Invested Amount
$ 23,800,000
7.5%
(c) Class C Initial Invested Amount
$ 68,200,000
21.5%
(d) Total Initial Invested Amount
$317,000,000
(e) Class A Certificate Rate = One-month LIBOR plus
0.27%
(f) Class B Certificate Rate
0%
(g) Class C Certificate Rate
0%
(h) Servicing Fee Rate
2%
(i) Discount Percentage
2%
B. CURRENT INTEREST RATES
(a) Class A Certificate Rate (One-month LIBOR + A-(e))
______%
(b) Class B Certificate Rate
0%*
(c) Class C Certificate Rate
0%*
*Unless changed by supplement
I. RECEIVABLES IN THE TRUST
(a) Beginning of the Period Principal Receivables
$________
(b) Beginning of the Period Finance Charge Receivables
$________
(c) Beginning of the Period Discount Option Receivables
$________
(d) Beginning of the Period Total Receivables (a+b+c)
$________
(e) Removed Principal Receivables
$________
(f) Removed Finance Charge Receivables
$________
(g) Removed Total Receivables (e+f)
$________
(h) Additional Principal Receivables
$________
(i) Additional Finance Charge Receivables
$________
(j) Additional Total Receivables (h+i)
$________
(k) Ineligible Principal Receivables Excluded
$________
(l) End of Period Principal Receivables
$________
(m) End of Period Finance Charge Receivables
$________
(n) End of Period Discount Option Receivables
$________
(o) End of Period Total Receivables (l+m+n)
$________
II. INVESTED AMOUNTS AND ALLOCATION PERCENTAGES
(a) Class A Initial Invested Amount
$________
________%
(b) Class B Initial Invested Amount
$________
________%
(c) Class C Initial Invested Amount
$________
________%
(d) Total Initial Invested Amount (a+b+c)
$________
(e) Class A Invested Amount (a-(X.d))
$________
________%
(f) Class B Invested Amount (b-(X.h))
$________
________%
(g) Class C Invested Amount (c-(X.l))
________%
(h) Total Invested Amount (e+f+g)
$________
(i) Floating Allocation Percentage (h/l.a))
________%
(j) Class A Floating Allocation Percentage
(e/(I.a))
________%
(k) Class B Floating Allocation Percentage
(f/(I.a))
________%
(l) Class C Floating Allocation Percentage
(g/(I.a))
________%
(m) Fixed Allocation Percentage (h/(I.a))
________%
(n) Class A Fixed Allocation Percentage
(e/(I.a))
________%
(o) Class B Fixed Allocation Percentage
(f/(I.a))
________%
(p) Class C Fixed Allocation Percentage
(g/(I.a))
________%
(q) Servicing Fee (h*(A.h))
% $________
(r) Investor Defaulted Amount (i*(IV.o))
$________
(r) Investor Adjustment Amount (i*(IV.p))
$________
III. SELLER'S INTEREST, RETAINED INTEREST AND
EXCESS FUNDING ACCOUNT
(a) Beginning Seller's Interest (I.a-II.h)
$________
(b) Ending Seller's Interest (I.l-II.h)
$________
(c) Required Seller's Interest
$________
(d) Retained Interest (II.g+III.b)
$________
(e) Required Retained Interest
$________
(f) Required Principal Balance
$________
(g) Amount on deposit in Special Funding
Account
$________
IV. PERFORMANCE SUMMARY
COLLECTIONS:
$________
(a) Collections of Principal Receivables
$________
(b) Collections of Finance Charge Receivables
$________
(c) Collections of Discount Option Receivables
$________
(d) Total Finance Charge Collections (b+c)
$________
(e) Total Collections (a+b+c)
$________
DELINQUENCIES AND LOSSES:
(f) End of the month delinquencies:
$________
(g) 30 days delinquent
$________
(h) 60 days delinquent
$________
(i) 90 days delinquent
$________
(j) 120+ days delinquent
$________
(k) Total 30+ days delinquent (g+h+i+j)
$________
(l) Gross Charge-Offs during the month
$________
(m) Recoveries during the month
$________
(n) Net Charge-Offs during the month (l-m)
$________
(o) Defaulted Amount
$________
(p) Unpaid adjustment Payments
$________
V. EMPLOYEE AND NON-U.S. ACCOUNTS
Amount
# of Accounts
(a) Employee Accounts at end of month
$________
(b) as a percentage of total (a/(e))
________%
________%
(c) Non-US Accounts at end of month
$________
(d) as a percentage of total (c/(e))
________%
________%
(e) Total amount/number of Accounts in Trust (at end of
month)
$________
VI. AVAILABLE SERIES 2000-1 FINANCE CHARGE
COLLECTIONS
(a) Available Series 2000-1 Finance Charge Collections
(((IV.d))*II.(i))
$________
(b) Class A Monthly Interest (((A.e)*(II.e))/12)
$________
(c) [Reserved]
$________
(d) Servicing Fee [if not Neiman Marcus]
$________
(e) Class A Investor Defaulted Amount and Class A Investor
Adjustment Amount (([IV.o+IV.p](II.j))
$________
(f) Reimbursement of Class A Investor Charge-Offs
(g) Class B Investor Defaulted Amount and Class B Investor
Adjustment Amount ((IV.o+IV.p](II.k))
$________
(h) Reimbursement of Class B Investor Charge-Offs and
Reallocated Class B Principal Collections
(i) Class C Investor Defaulted Amount and Class C Investor
Adjustment Amount ((IV.o+IV.p](II.l))
$________
(j) Reimbursement of Class C Investor Charge-Offs and
Reallocated Class C Principal Collections
(k) Servicing Fee [if Neiman Marcus]
$________
(l) Total Excess Finance Charge Collections (a-b-c-d-e-f-
g-h-i-j-k)
$________
$________
$________
VII. YIELD AND BASE RATE
Base Rate
(The sum of the current Class A Certificate Rate, Class
B Certificate Rate, and Class C Certificate Rate
weighted by the unpaid principal amount of each, plus
the Servicing Fee Rate)
(a) Base Rate (current month)
________%
(b) Base Rate (prior month)
________%
(c) Base Rate (2 months ago)
________%
(d) 3 Month Average Base Rate
________%
Portfolio Yield
(Series 2000-1 Finance Charge Collections minus the
Defaulted Amount/total invested amount)
(e) Portfolio Yield (current month)
________%
(f) Portfolio Yield (prior month)
________%
(g) Portfolio Yield (2 months ago)
________%
(h) 3 Month Average Portfolio Yield
________%
VIII. PORTFOLIO PERFORMANCE RATES
(a) Net Charge-Offs (% of Principal Receivables
Outstanding (at beginning of month))
_______%
(b) Monthly Payment Rate (% of Total Receivables
Outstanding (at beginning of month))
________%
(c) Gross Yield to Investors (annualized)
________%
(d) Portfolio Yield (3 month average (annualized))
________%
(e) Base Rate (3 month average)
________%
(f) Excess Finance Charge Collections % (d-e)
________%
IX. PRINCIPAL COLLECTIONS
(a) Class A Principal Allocation Percentage (II.e/I.a)
________%
(b) Class A Principal
$________
(c) Class B Principal Allocation Percentage (II.f/I.a)
________%
(d) Class B Principal
$________
(e) Class C Principal Allocation Percentage (II.g/I.a)
________%
(f) Class C Principal
$________
(g) Total Monthly Principal (b+d+f)
$________
(h) Reallocated Principal Collections
$________
(i) Shared Principal Collections allocable from other
Series
$________
X. INVESTOR CHARGE-OFFS
CLASS A INVESTOR CHARGE-OFFS
(a) Class A Investor Charge-Offs
$________
(b) Class A Investor Charge-Offs per $1,000 original
certificate principal amount
$________
(c) Total amount reimbursed in respect of Class A
Investor Charge-Offs
$________
(d) The amount, if any, by which the outstanding
principal balance of the Class A Certificates exceeds
the Class A Invested Amount after giving effect to all
transactions on such Distribution Date.
$________
CLASS B INVESTOR CHARGE-OFFS
(e) Class B Investor Charge-Offs
$________
(f) Class B Investor Charge-Offs per $1,000 original
certificate principal amount
$________
(g) Total amount reimbursed in respect of Class B
Investor Charge-Offs
$________
(h) The amount, if any, by which the outstanding
principal balance of the Class B Certificates exceeds
the Class B Invested Amount after giving effect to all
transactions on such Distribution Date.
$________
CLASS C INVESTOR CHARGE-OFFS
(i) Class C Investor Charge-Offs
$________
(j) Class C Investor Charge-Offs per $1,000 original
certificate principal amount
$________
(k) Total amount reimbursed in respect of Class C
Investor Charge-Offs
$________
(l) The amount, if any, by which the outstanding
principal balance of the Class C Certificates exceeds
the Class C Invested Amount after giving effect to all
transactions on such Distribution Date.
$________
XI. AMORTIZATION
(a) Cumulative Class A principal paid (as of prior
distribution dates)
$________
(b) Class A Principal Payments
$________
(c) Total Class A Principal Paid (a+b)
$________
(d) Cumulative Class B Principal Paid (as of prior
distribution dates
$________
(e) Class B Principal Payments
$________
(f) Total Class B Principal Paid (d+e)
$________
(g) Cumulative Class C Principal Paid (as of prior
distribution dates)
$________
(h) Class C Principal Payments
$________
(i) Total Class C Principal Paid (g+h)
$________
THE NEIMAN MARCUS GROUP, INC.,
as Servicer
By: ____________________________
Name:
Title:
EXHIBIT C
MONTHLY SERVICER'S CERTIFICATE
THE NEIMAN MARCUS GROUP, INC.
NEIMAN MARCUS GROUP CREDIT CARD MASTER TRUST
SERIES 2000-1
The undersigned, a duly authorized representative of The Neiman
Marcus Group, Inc., as Servicer ("NMG"), pursuant to the Pooling and
Servicing Agreement dated as of March 1, 1995 and amended and restated as
of July 2, 2000 (as it may be amended, from time to time, the "Agreement"),
as supplemented by the Series 2000-1 Supplement (as amended and
supplemented, the "Series Supplement"), each among NMG, Neiman Marcus
Funding Corporation and The Bank of New York, does hereby certify as
follows:
1. Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement or the
Series Supplement, as applicable.
2. NMG is, as of the date hereof, the Servicer under the
Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring on
___________, 200_.
5. As of the date hereof, to the best knowledge of the
undersigned, the Servicer has performed in all material
respects all its obligations under the Agreement through the
Monthly Period preceding such Distribution Date.
6. As of the date hereof, to the best knowledge of the
undersigned, no Pay Out Event occurred on or prior to such
Distribution Date.
7. As of the date hereof, to the best knowledge of the
undersigned, no lien has been placed on any of the Receivables
other than pursuant to the Agreement.
8. The aggregate amount of Collections processed for the preceding
Monthly Period was equal to $_________.
9. The aggregate amount of Collections of Finance Charge
Receivables (including Discount Option Receivables) for the
preceding Monthly period was equal to $_________.
10. The aggregate amount of Collections of Principal Receivables
for the preceding Monthly Period was equal to $_________.
11. The total amount to be distributed to Investor
Certificateholders on the next succeeding Distribution Date is
equal to $_________.
12. The amount to be distributed to Class A Certificateholders on
the next succeeding Distribution Date per $1,000 original
principal amount is equal to:
13. The amount of such distribution allocable to principal is equal
to $_________.
14. The amount of such distribution allocable to principal per
$1,000 original principal amount for the Class A Certificates
is equal to:
15. The amount of such distribution allocable to interest is equal
to $_________.
16. The amount of such distribution allocable to interest per
$1,000 original principal amount for the Class A Certificates
is equal to:
Attached hereto is a true and correct copy of the Monthly
Certificateholders Statement required to be delivered by the Servicer on
the date of this Certificate pursuant to the Agreement and the Series
Supplement.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this ___ day of ___________, 200__.
THE NEIMAN MARCUS GROUP, INC.,
as Servicer
By: ______________________________
Name:
Title: