EXHIBIT 10.55
FORM OF
FIRST AMENDMENT TO
SECOND PRIORITY LEASEHOLD
MORTGAGE,
ASSIGNMENT OF LEASES AND
RENTS,
SECURITY AGREEMENT AND FINANCING
STATEMENT
THIS FIRST AMENDMENT TO SECOND PRIORITY
LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT AND FINANCING STATEMENT (this “
Instrument ”), dated as of
September , 2009, is entered into by
and between THE NEIMAN MARCUS GROUP, INC. , a Delaware
corporation (“ Mortgagor ”), whose address is
One Marcus Square, 1618 Main Street, Dallas, Texas 75201 and
BANK OF AMERICA, N.A. , a national association, whose
address is 1455 Market Street, 5 th Floor, San Francisco, California 94103, as
agent (as successor to Deutsche Bank Trust Company Americas, in
such capacity, “ Agent ”, and together with its
successors and assigns, “ Mortgagee ”) for the
Secured Parties defined in the Amended Credit Agreement (defined
below).
WITNESSETH THAT,
WHEREAS, Mortgagor, Existing Agent (defined below) and
others party thereto have entered into that certain Credit
Agreement, dated as of October 6, 2005 (as amended,
supplemented or otherwise modified to date, the “ Existing
Credit Agreement ”);
WHEREAS , Mortgagor is the record owner and holder of
certain leasehold interests in that certain real property described
in Exhibit A attached hereto and by this reference
incorporated herein, together with the Improvements (as defined in
the Mortgage, defined below) constructed thereon;
WHEREAS, Mortgagor has executed and delivered that
certain instrument entitled “ SECOND PRIORITY LEASEHOLD
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FINANCING STATEMENT ” and dated as of October 6,
2005 and recorded on October 14, 2005 with the Bergen County
Clerk as Book 15001, Page 126 (the “ Mortgage
”);
WHEREAS, the Mortgage secures, among other things, the
obligations of Mortgagor under the Existing Credit
Agreement;
WHEREAS, the parties to the Existing Credit Agreement and
the Agent now desire to amend the Existing Credit Agreement
pursuant to the terms of that certain Amended and Restated Credit
Agreement dated as of July 15, 2009 (the “Credit
Agreement Amendment” ) by and among Mortgagor, the other
Borrowers referred to therein, Neiman Marcus, Inc., and
certain subsidiaries of Mortgagor from time to time party thereto,
the Agent and the other Secured Parties (the Existing Credit
Agreement, as amended by such Credit Agreement Amendment, and any
and all amendments, modifications, supplements, restatements,
extensions, renewals or replacements thereof are collectively
referred to herein as the “ Amended Credit Agreement
”);
WHEREAS , pursuant to that certain Substitution of Agent
and Joinder Agreement, dated as of the date hereof, DEUTSCHE
BANK TRUST COMPANY AMERICAS , a New York banking corporation,
resigned as the agent under the Existing Credit Agreement (as
defined below) (the “ Existing Agent ”), and
pursuant to the Amended Credit Agreement, Agent has been appointed
as the successor to the Existing Agent; and
WHEREAS, concurrently therewith, Mortgagor and Mortgagee
desire to amend the Mortgage as set forth below.
