EXHIBIT 10.19 AMENDED AND RESTATED DISTRIBUTION AGREEMENT

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EXHIBIT 10.19

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

BETWEEN

HARCOURT GENERAL, INC.

AND

THE NEIMAN MARCUS GROUP, INC.

DATED AS OF JULY 1, 1999

TABLE OF CONTENTS

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AMENDED AND RESTATED DISTRIBUTION AGREEMENT

        AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated as of July 1, 1999, amending and restating the DISTRIBUTION AGREEMENT, dated as of May 14, 1999 (this "Agreement"), between HARCOURT GENERAL, INC., a Delaware corporation ("Harcourt General"), and THE NEIMAN MARCUS GROUP, INC., a Delaware corporation ("Neiman Marcus").

        WHEREAS, Harcourt General will own, immediately prior to the Recapitalization (as defined below), 21,440,960 shares of Common Stock, par value $.01 per share, of Neiman Marcus ("Common Stock") and HGI Investment Trust, a wholly-owned subsidiary of Harcourt General ("HGI"), will own 4,988,542 shares of Common Stock (the "Retained Shares");

        WHEREAS, simultaneously with the execution hereof, Neiman Marcus and Spring Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Harcourt General ("Merger Sub"), are entering into an Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Recapitalization Agreement"), pursuant to which, among other things, Merger Sub will merge with and into Neiman Marcus with the following consequent capital stock changes: (i) 21,440,960 shares of the Common Stock held by Harcourt General will be contributed to Merger Sub and, as of the Declaration Date (as defined herein), will automatically be canceled and retired with no securities or other consideration issued in exchange therefor, (ii) all of the common stock of Merger Sub, owned by Harcourt General, will be converted into 21,440,960 shares of a new Class B Common Stock, par value $.01 per share, of Neiman Marcus ("Class B Common Stock" and, together with the Class A Common Stock, the "Neiman Marcus Common Stock"), which class of stock will be entitled to elect at least 82% of the members of the board of directors of Neiman Marcus and in all other respects will be substantially identical to the Class A Common Stock and (iii) all other shares of Common Stock will be converted into Class A Common Stock, par value $.01 per share, of Neiman Marcus ("Class A Common Stock"), including 4,988,542 shares of Common Stock held by HGI, which class of stock shall be entitled to elect up to 18% of the members of the board of directors of Neiman Marcus (the "Recapitalization");

        WHEREAS, the Board of Directors of Harcourt General has determined that it is appropriate, desirable and in the best interests of Harcourt General and its stockholders to distribute on the Distribution Date all the shares of Class B Common Stock that Harcourt General will receive in the Recapitalization, on the terms and subject to the conditions set forth in this Agreement, to the holders of record of the Common Stock, par value $1.00 per share, of Harcourt General and the Class B Stock, par value $1.00 per share, of Harcourt General (collectively, "Harcourt General Common Stock"), as of the Distribution Record Date (as defined herein), on a pro rata basis (the "Distribution");

        WHEREAS, Harcourt General will submit a request for a ruling (as it may be amended from time to time, the "Ruling Request") from the Internal Revenue Service to the effect that the Distribution will be a tax-free distribution within the meaning of Section 355 of the Code (as defined herein);

        WHEREAS, each of Harcourt General and Neiman Marcus has determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Distribution and the Recapitalization and to set forth other agreements that will govern certain other matters following the Distribution.

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        NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

        SECTION 1.1   General.  As used in this Agreement, the following terms shall have the following meanings:

        (a)   "Action" shall mean any action, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency, body or commission or any arbitration tribunal.

        (b)   "Affiliate" shall mean, when used with respect to a specified person, another person that controls, is controlled by, or is under common control with the person specified. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other interests, by contract or otherwise.

        (c)   "Assets" shall mean assets, properties and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person.

        (d)   "Authorized Capital Amendment" shall mean an amendment to the Neiman Marcus Certificate of Incorporation providing for an increase in authorized capital and the creation of a new class of low-vote common stock having one-tenth ( ¹ / 10 ) of one vote per share.

        (e)   "Business Entity" shall mean any corporation, partnership, limited liability company or other entity which may legally hold title to Assets.

        (f)    "Class A Common Stock" shall have the meaning set forth in the recitals hereto.

        (g)   "Class B Common Stock" shall have the meaning set forth in the recitals hereto.

        (h)   "Code" shall mean the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder, including any successor legislation.

        (i)    "Commission" shall mean the U.S. Securities and Exchange Commission.

        (j)    "Declaration Date" shall mean the date on which (i) the Harcourt General Board of Directors shall declare the dividend constituting the Distribution and (ii) the certificate of merger effecting the Recapitalization shall be filed with the Secretary of State of the State of Delaware.

        (k)   "DGCL" shall mean the General Corporation Law of the State of Delaware.

        (l)    "Distribution" shall have the meaning set forth in the recitals hereto.

        (m)  "Distribution Agent" shall mean the distribution agent selected by Harcourt General to effect the Distribution.

        (n)   "Distribution Date" shall mean the date determined by the Board of Directors of Harcourt General following the consummation of the Recapitalization for the mailing of certificates of Class B Common Stock to stockholders of Harcourt General in the Distribution.

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        (o)   "Distribution Record Date" shall mean the date determined by the Board of Directors of Harcourt General as the record date for the determination of the holders of record of Harcourt General Common Stock entitled to receive shares of Class B Common Stock in the Distribution.

        (p)   "Effective Time" shall mean immediately prior to the midnight, New York time, that ends the 24-hour period comprising the Distribution Date.

        (q)   "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

        (r)   "Form 8-A" shall mean a Neiman Marcus registration statement on Form 8-A pursuant to which the Class B Common Stock shall be registered under the Exchange Act, including all amendments thereto.

        (s)   "Governance Amendments" shall mean (i) an amendment to the Neiman Marcus Certificate of Incorporation establishing a range for the number of directors on the Neiman Marcus Board of Directors from six to nine, the actual number to be determined exclusively by resolution of the Neiman Marcus Board of Directors, and a provision that prohibits the alteration or repeal of this provision without the vote of 66 ² / 3 % of the total voting power of the outstanding shares of Neiman Marcus voting stock voting together as a single class and (ii) an amendment to the Neiman Marcus Certificate of Incorporation providing for a requirement that the approval of 66 ² / 3 % of the total voting power of the outstanding shares of Neiman Marcus is necessary to approve any merger or consolidation, any sale, lease, exchange or other disposition of all or substantially all of Neiman Marcus' assets and unless approved by two-thirds of the Neiman Marcus Board of Directors, any issuance of voting securities of Neiman Marcus that would require stockholder approval.

        (t)    "Governmental Authority" shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

        (u)   "Harcourt General Business" shall mean each and every business conducted at any time by Harcourt General or any Subsidiary of Harcourt General (other than Neiman Marcus and its subsidiaries) prior to the Effective Time, except the Neiman Marcus Business.

        (v)   "Harcourt General Common Stock" shall have the meaning set forth in the recitals hereto.

        (w)  "Harcourt General Group" shall mean Harcourt General and each Person (other than any member of the Neiman Marcus Group) that is a Subsidiary of Harcourt General immediately prior to the Effective Time.

        (x)   "Harcourt General Indemnitees" shall mean Harcourt General, each member of the Harcourt General Group, each of their respective present and former directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing except Neiman Marcus Indemnitees; provided that any Person who is a present or former director, officer, employee or agent (or is an heir, executor, successor or assign of such Person) of Harcourt General or any member of the Harcourt General Group (excluding the Neiman Marcus Group) shall be covered by this definition in such capacity.

        (y)   "Harcourt General Liabilities" shall mean collectively, all Liabilities of Harcourt General or any Subsidiary of Harcourt General (other than Neiman Marcus and its Subsidiaries) immediately prior to the Effective Time, except the Neiman Marcus Liabilities.

        (z)   "Indemnifiable Losses" shall mean any and all losses, Liabilities, claims, damages, demands, costs or expenses (including reasonable attorneys' fees and any and all out-of-pocket

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expenses) reasonably incurred in investigating, preparing for or defending against any Actions or potential Actions or in settling any Action or potential Action or in satisfying any judgment, fine or penalty rendered in or resulting from any Action.

        (aa) "Indemnifying Party" shall have the meaning set forth in Section 3.3.

        (bb) "Indemnitee" shall have the meaning set forth in Section 3.3.

        (cc) "Intercompany Services Agreement" shall mean the agreement, dated as of July 24, 1987, between Harcourt General (formerly General Cinema Corporation) and The Neiman Marcus Group, Inc. "

        (dd) "IRS Ruling" shall have the meaning set forth in Section 2.1(b)(i).

        (ee) "Liabilities" shall mean any and all losses, claims, charges, debts, demands, actions, causes of action, suits, damages, obligations, payments, costs and expenses, sums of money, accounts, reckonings, bonds, specialties, indemnities and similar obligations, exonerations, covenants, contracts, controversies, agreements, promises, doings, omissions, variances, guarantees, make whole agreements and similar obligations, and other liabilities, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any law, rule, regulation, Action, threatened or contemplated Action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys' fees and any and all costs and expenses, whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions), order or consent decree of any governmental or other regulatory or administrative agency, body or commission or any award of any arbitrator or mediator of any kind, and those arising under any contract, commitment or undertaking, including those arising under this Agreement or the Recapitalization Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any person.

        (ff)  "Material Adverse Effect" shall mean, with respect to any Person, any change, effect, event, occurrence or development that is, individually or in the aggregate, materially adverse to the business, operations, assets, liabilities, condition (financial or otherwise), results of operations or prospects of such Person.

        (gg) "Neiman Marcus" shall have the meaning set forth in the heading of this Agreement.

        (hh) "Neiman Marcus Business" shall mean each and every business conducted at any time prior to, on or after the Effective Time by Neiman Marcus or any Subsidiary of Neiman Marcus or other Business Entity controlled by Neiman Marcus, whether or not such Subsidiary is a Subsidiary of Neiman Marcus or such Business Entity is controlled by Neiman Marcus on the date hereof.

        (ii)   "Neiman Marcus Group" shall mean Neiman Marcus and each Person that is a Subsidiary of Neiman Marcus immediately prior to the Effective Time.

        (jj)   "Neiman Marcus Indemnitees" shall mean Neiman Marcus, each member of the Neiman Marcus Group, each of their respective present and former directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

        (kk) "Neiman Marcus Liabilities" shall mean, collectively, any and all Liabilities whatsoever that arise out of, result from, are related to, or are enforceable against, Neiman Marcus or any Subsidiary of Neiman Marcus or any Business Entity controlled by Neiman Marcus, whether or not such Subsidiary was a Subsidiary of Neiman Marcus or such Business Entity was controlled by Neiman Marcus prior to, on or after the date hereof, or the ownership or operation of the Neiman

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Marcus Business, whether such Liabilities arise before, on or after the Effective Time and whether known or unknown, fixed or contingent, including:

        (i)    any and all Liabilities arising from or based upon "controlling person" liability relating to the Proxy Statement (or any amendment thereto) or any other report or document filed by Neiman Marcus with the Commission at any time before, on or after the Effective Time; and

        (ii)   any and all Liabilities that are expressly contemplated by this Agreement or the Recapitalization Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by Neiman Marcus or any member of the Neiman Marcus Group or to remain with Neiman Marcus or any member of the Neiman Marcus Group, and all Liabilities of Neiman Marcus under this Agreement and the Recapitalization Agreement.

        (ll)   "NYSE" shall mean the New York Stock Exchange, Inc.

        (mm) "Person" shall mean any natural person, Business Entity, corporation, business trust, joint venture, association, company, partnership, other entity or government, or any agency or political subdivision thereof.

        (nn) "Proxy Statement" shall have the meaning set forth in the Recapitalization Agreement.

        (oo) "Recapitalization" shall have the meaning set forth in the recitals hereto.

        (pp) "Recapitalization Agreement" shall have the meaning set forth in the recitals hereto.

        (qq) "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

        (rr)  "Subsidiary" shall mean any corporation, partnership or other entity of which another entity (i) owns, directly or indirectly, ownership interests sufficient to elect a majority of the Board of Directors (or persons performing similar functions) (irrespective of whether at the time any other class or classes of ownership interests of such corporation, partnership or other entity shall or might have such voting power upon the occurrence of any contingency) or (ii) is a general partner or an entity performing similar functions (e.g., a trustee).

        (ss)  "Third Party Claim" shall have the meaning set forth in Section 3.3.

        SECTION 1.2   References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words "include", "includes" and "including" when used in this Agreement shall be deemed to be followed by the phrase "without limitation". Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, such Agreement. Unless the context otherwise requires, the words "hereof", "hereby" and "herein" and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

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ARTICLE II.

DISTRIBUTION AND OTHER TRANSACTIONS;
CERTAIN COVENANTS

        SECTION 2.1   The Distribution and Other Transactions.

        (a)   The Distribution. Subject to the conditions set forth in Section 2.1(b) of this Agreement, on the Declaration Date the Board of Directors of Harcourt General shall declare the Distribution upon the terms set forth in this Agreement. To effect the Distribution, Harcourt General shall cause the Distribution Agent to distribute, on the Distribution Date, on a pro rata basis and taking into account Section 2.1(c), to the holders of record of Harcourt General Common Stock on the Distribution Record Date, all shares of Class B Common Stock held by Harcourt General on the Distribution Date. During the period commencing on the date the certificates representing shares of Class B Common Stock are delivered to the Distribution Agent and ending upon the date(s) on which certificates evidencing such shares are mailed to holders of record of Harcourt General Common Stock on the Distribution Record Date or on which fractional shares of Class B Common Stock are sold on behalf of such holders, the Distribution Agent shall hold the certificates representing shares of Class B Common Stock on behalf of such holders. Harcourt General shall deliver to the Distribution Agent the share certificates representing the shares of Class B Common Stock held by Harcourt General which are to be distributed to the holders of Harcourt General Common Stock in the Distribution. Neiman Marcus agrees, if required by Harcourt General, to provide all certificates evidencing shares of Class B Common Stock that Harcourt General shall require in order to effect the Distribution.

        (b)   Conditions to the Distribution. The Harcourt General Board of Directors shall declare a dividend constituting the Distribution on the Declaration Date following the satisfaction or waiver by Harcourt General, as determined by Harcourt General in its sole discretion, of the conditions set forth below:

        (i)    A private letter ruling from the Internal Revenue Service shall have been obtained, and shall continue in effect, providing that, among other things, the Recapitalization and the Distribution will qualify as tax-free transactions for federal income tax purposes under Sections 354 and 355 of the Code (the "IRS Ruling"); such ruling shall be in form and substance satisfactory to Harcourt General in its sole discretion; and Harcourt General and Neiman Marcus shall have complied with all conditions set forth in such ruling that are required to be complied with prior to the Distribution;

        (ii)   Any material governmental approvals and consents necessary to consummate the Distribution and the other transactions contemplated hereby and by the Recapitalization Agreement shall have been obtained and shall be in full force and effect;

        (iii)  No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution and the other transactions contemplated hereby and by the Recapitalization Agreement shall be in effect and no other event outside the control of Harcourt General shall have occurred or failed to occur that prevents the consummation of the Distribution;

        (iv)  The transactions contemplated hereby shall be in compliance with applicable federal and state securities and other applicable laws;

        (v)   Each of Neiman Marcus and Harcourt General shall have received such consents, and shall have received executed copies of such agreements or amendments of agreements, as Harcourt General shall deem appropriate in connection with the completion of the

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Distribution or the transactions contemplated by this Agreement and the Recapitalization Agreement;

        (vi)  The Recapitalization shall have been consummated;

        (vii) The Form 8-A shall have been filed with the Commission and there shall be no impediment to the certification by the NYSE to the Commission of the listing of the Class B Common Stock; "

        (viii)   The Class B Common Stock shall have been approved for listing on the NYSE, subject to official notice of issuance;

        (ix)  The stockholders of Harcourt General shall have approved an amendment to the Harcourt General Certificate of Incorporation creating a class of low-vote common stock;

        (x)   The Board of Directors of Harcourt General shall have received an opinion of Lazard Freres as to the fairness of the Distribution to the Harcourt General stockholders from a financial point of view;

        (xi)  The Board of Directors of Harcourt General shall have received a customary opinion as to the legality of the dividend constituting the Distribution under Delaware law;

        (xii) The Board of Directors of Harcourt General shall have received a customary opinion as to the Distribution not constituting a sale, lease, exchange or other disposition of all or substantially all of its assets;

        (xiii)   Each of the representations and warranties of Neiman Marcus set forth in this Agreement shall have been true and correct when made and shall be true and correct as of the Declaration Date; and Neiman Marcus shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement and the Recapitalization Agreement at or prior to the Declaration Date; and Harcourt General shall have received a certificate of the chief financial officer of Neiman Marcus as to the foregoing;

        (xiv) All actions and other documents and instruments deemed necessary or advisable in connection with the transactions contemplated hereby shall have been taken or executed, as the case may be, in form and substance satisfactory to Harcourt General; and

        (xv) No event or development shall have occurred which the Board of Directors of Harcourt General determines, in its sole discretion, makes the Distribution not in the best interests of Harcourt General and/or its stockholders.

The foregoing conditions are for the sole benefit of Harcourt General and shall not give rise to or create any duty on the part of Harcourt General to waive or not waive any such condition.

        (c)   Sale of Fractional Shares. In response to the request of Neiman Marcus that no fractional shares of Class B Common Stock be distributed in the Distribution, Harcourt General shall appoint the Distribution Agent as agent for each holder of record of Harcourt General Common Stock who would receive in the Distribution any fractional share of Class B Common Stock. The Distribution Agent shall aggregate all such fractional shares and sell them in an orderly manner after the Distribution Date in the open market and, after completion of such sales, distribute a pro rata portion of the net proceeds from such sales, based upon the gross selling price of all such fractional shares, to each shareholder of Harcourt General who would otherwise have received a fractional share. Harcourt General shall reimburse the Distribution Agent for its reasonable costs, expenses and fees (including selling expenses) in connection with the sale of fractional shares of Class B Common Stock and the distribution of the proceeds thereof in accordance with this Section 2.1(c).

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        (d)   Other Actions. (i) Harcourt General and Neiman Marcus shall prepare and mail, at such time as determined by Harcourt General, to the holders of Harcourt General Common Stock, such information concerning Neiman Marcus, its business, operations and management, the Distribution and the tax consequences thereof and such other matters as Harcourt General shall reasonably determine or as may be required by law. Neiman Marcus agrees to cooperate with Harcourt General in the preparation of, and provide any information reasonably requested by Harcourt General for inclusion in, such mailing. Harcourt General and Neiman Marcus will prepare, and Neiman Marcus will, to the extent required under applicable law, file with the Commission any such documentation, including any no action letters or other requests for interpretive or regulatory assistance, if any, which Harcourt General determines are necessary or desirable to effectuate the Distribution and the other transactions contemplated hereby and by the Recapitalization Agreement and Harcourt General and Neiman Marcus shall each use its reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.

        (ii)   Harcourt General and Neiman Marcus shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution and the other transactions contemplated hereby and by the Recapitalization Agreement.

        (iii)  Neiman Marcus shall prepare and file, and shall use its reasonable best efforts to have approved, subject to official notice of issuance, an application for the listing on the NYSE of the Class B Common Stock to be distributed in the Distribution.

        (iv)  Subject to Section 2.1(d)(vii), Neiman Marcus shall prepare and file the Form 8-A (which may include or incorporate by reference information contained in the Proxy Statement) with the Commission as promptly as practicable following the execution hereof, and shall use its best efforts to cause the Form 8-A to become effective under the Exchange Act immediately following the consummation of the Recapitalization on the Declaration Date or as soon thereafter as practicable.

        (v)   On or prior to the Distribution Date, each of Harcourt General and Neiman Marcus shall consummate those other transactions in connection with the Distribution (including the Recapitalization) that are contemplated by the Ruling Request and any related submissions by Harcourt General to the Internal Revenue Service.

        (vi)  In addition to those matters specifically set forth above, Harcourt General and Neiman Marcus also shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 2.1(b) to be satisfied and to effect the Distribution on the Distribution Date.

        (vii) Neiman Marcus agrees that it shall not file with the Commission any report or other document that contains any disclosure relating to the Distribution, this Agreement, the Recapitalization Agreement or any of the transactions contemplated hereby or thereby without the prior written consent of Harcourt General with respect to such disclosure, which consent shall not be unreasonably withheld.

        (viii)   Prior to the Distribution Date, Neiman Marcus shall not amend, and the Neiman Marcus Board of Directors shall not approve any amendment to, Neiman Marcus's restated Certificate of Incorporation, other than the Governance Amendments, the Authorized Capital Amendment and the amendments to the Certificate of Incorporation that will take effect upon the filing of the certificate of merger with the Secretary of State of the State of Delaware in connection with the Recapitalization in accordance with the terms of the Recapitalization Agreement.

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        (ix)  Harcourt General agrees to vote, or cause to be voted, all shares of Neiman Marcus Common Stock owned by it in favor of the adoption of the Recapitalization Agreement, the Governance Amendments and the Authorized Capital Amendment.

        (x)   Harcourt General and Neiman Marcus shall enter into an Amended and Restated Intercompany Services Agreement, pursuant to which Harcourt General will continue to provide corporate services to Neiman Marcus.

        (xi)  Except as set forth above in clause (x), all agreements and arrangements existing on the date hereof between Harcourt General or any of its Subsidiaries on the one hand and Neiman Marcus and any of its Subsidiaries on the other hand, whether written or oral, shall continue in full force and effect in accordance with their terms and consistent with past practice from the date hereof, through the Distribution Date and thereafter.

        SECTION 2.2   Declaration Date; Further Assurances. (a) The parties agree that the Declaration Date shall occur as soon as reasonably practicable following the satisfaction or waiver of the conditions to the declaration of the Distribution set forth in Section 2.1(b). To the extent any action of the Board of Directors of Neiman Marcus or Harcourt General is necessary to consummate the Distribution, the parties shall cause their respective Boards of Directors to meet telephonically or at the same location on the Declaration Date and each shall take such corporate action at such meeting as shall be required to effect the transactions contemplated hereby and by the Recapitalization Agreement. Immediately following such meetings, Neiman Marcus shall take all actions required to consummate the Recapitalization in accordance with the terms of the Recapitalization Agreement, including the filing of the certificate of merger relating to the Recapitalization with the Secretary of State of the State of Delaware.

        (b)   Subject to Harcourt General's right to terminate this Agreement in accordance with Section 5.10, in case at a