EXHIBIT 10.13(b)
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated August 27, 1999 to the Credit Agreement
dated as of October 29, 1997 (the "Credit Agreement") among THE
NEIMAN MARCUS GROUP, INC. (the "Borrower"), the BANKS party
thereto (the "Banks"), BANK OF AMERICA, N.A., as Syndication
Agent (the "Syndication Agent"), THE CHASE MANHATTAN BANK, as
Documentation Agent (the "Documentation Agent") and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the
"Administrative Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit
Agreement as set forth below to accommodate the Distribution (as
defined below);
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise
specifically defined herein, each term used herein which is
defined in the Credit Agreement has the meaning assigned to such
term in the Credit Agreement. Each reference to "hereof,"
"hereunder," "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other
similar reference contained in the Credit Agreement shall, after
this Amendment becomes effective, refer to the Credit Agreement
as amended hereby.
SECTION 2. Reduction of Commitments. On the Amendment
Effective Date, the Commitments will be automatically and ratably
reduced to the aggregate amount of $450,000,000.
SECTION 3. Amendments. (a) The following new definitions
are added to Section 1.01 of the Credit Agreement:
"Distribution" means the recapitalization of the
Borrower and the distribution by HGI of most of its equity
interest in the Borrower and related transactions as described in
the Borrower's Proxy Statement dated August 10, 1999.
"Smith Family Group" means the group of persons party to the
Smith-Lurie/Marks Stockholder Agreement dated as of December
29, 1986, as amended (whether or not such agreement is
terminated) and the progeny of each such person.
(b) Section 6.01(k) is amended to read in its entirety as
follows:
(k) (i) any person or group of persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) other than a member of the
Smith Family Group shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) of more
voting stock or total equity capital of the Borrower than that
beneficially owned by the Smith Family Group, if such person or
group of persons is also the beneficial owner (within the meaning
of Rule 13d-3 of the Exchange Act) of at least 30% of either the
voting stock or total equity capital of the Borrower or (ii) more
than half of the members of the Board of Directors of the
Borrower shall be persons who are not Continuing Directors;
SECTION 4. Limited Waiver. The Banks hereby waive any
Default that may arise under Section 5.12 of the Credit Agreement
solely by reason of the consummation of the Distribution. The
foregoing waiver shall be limited precisely as written and shall
not constitute a waiver of any other Default.
SECTION 5. Representations of Borrower. The Borrower
represents and warrants that (i) the representations and
warranties of the Borrower set forth in Article 4 of the Credit
Agreement will be true on and as of the Amendment Effective Date
and (ii) giving effect to this Amendment, no Default will have
occurred and be continuing on such date.
SECTION 6. Governing Law. This Amendment shall be governed
by and construed in accordance with the laws of the State of New
York.
SECTION 7. Counterparts. This Amendment may be signed in
any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were
upon the same instrument.
SECTION 8. Effectiveness. This Amendment shall become
effective on the date when the following conditions are met (the
"Amendment Effective Date"):
(a) the Administrative Agent shall have received from
each of the Borrower and the Required Banks a counterpart hereof
signed by such party or facsimile or other written confirmation
(in form satisfactory to the Administrative Agent) that such
party has signed a counterpart hereof; and
(b) the Administrative Agent shall have received an
amendment fee for the account of each Bank in an amount equal to
0.05% of such Bank's Commitment (after giving effect to this
Amendment).
The Administrative Agent shall promptly notify the Borrower and
each Bank of the Amendment Effective Date.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
THE NEIMAN MARCUS GROUP, INC.
By /s/ Paul F. Gibbons
Title: Vice President and Treasurer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Robert Bottamedi
Title: Vice President
BANK OF AMERICA, N.A.
By /s/ Thomas J. Kane
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ Barry K. Bergman
Title: Vice President
BANKBOSTON, N.A.
By /s/ Stephen J. Garvin
Title: Director
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By /s/ Thomas Fennessey
Title: Vice President
FLEET NATIONAL BANK
By /s/ Roger C. Boucher
Title: Senior Vice President
MELLON BANK, N.A.
By /s/ Richard J. Schaich
Title: Vice President
BANCA MONTE DEI PASCHI
DI SIENA S.P.A.
By /s/ G. Natalicchi
Title: S. V. P. & General Manager
By /s/ Brian R. Landy
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By /s/ Craig Welch
Title: First Vice President
By /s/ Sarah McClintock
Title: Vice President
CREDIT LYONNAIS
By /s/ Vladimir Labun
Title: First Vice President-Manager
FIRST HAWAIIAN BANK
By /s/ Charles L. Jenkins
Title: Vice President, Manager
FIRST UNION NATIONAL BANK
By /s/ Richard A. Clark
Title: Senior Vice President
THE BANK OF NEW YORK
By /s/ William A. Kerr
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By /s/ David J. McCann
Title: Vice President
THE FUJI BANK, LTD.
By /s/ Raymond Ventura
Title: Vice President & Manager
THE SAKURA BANK, LTD.
By /s/ Tamihiro Kawauchi
Title: Senior Vice President
THE SANWA BANK LTD.
By /s/ Joseph E. Leo
Title: Vice President and Area Manager
WELLS FARGO BANK
By /s/ Tara H. Anderson
Title: Officer
WACHOVIA BANK, N.A.
By /s/ John P. Rafferty
Title: Senior Vice President
BANK HAPOALIM B. M.
By /s/ Dan Josefov
Title: Vice President
By /s/ Rami Lador
Title: First Vice President