ELIGIBILITY FOR EXCHANGE OFFER AND CONSENT SOLICITATION BOTH PAGES OF THIS RESPONSE LETTER MUST BE COMPLETED AND RETURNED EITHER BY EMAIL OR ON-LINE, AS INSTRUCTED BELOW
To: NMG Holding Company, Inc. The Neiman Marcus Group LLC c/o D.F. King & Co., Inc. Email: NMG@dfking.com, with a reference to NMG in the subject line
Ladies and Gentlemen:
The undersigned acknowledges receipt of your Eligibility Letter dated August 13, 2024 (the Letter). Capitalized terms used and not defined herein shall have the meanings set forth in the Letter.
The undersigned hereby represents and warrants to NMG Holding Company, Inc. and The Neiman Marcus Group LLC (together, the Neiman Parties) as follows:
i. it is the beneficial owner (a Holder), or is acting on behalf of a Holder, of the 7.125% Senior Secured Notes due 2026 (CUSIPs: 62929R AC2 (Rule 144A) and U7360R AB2 (Reg S)) issued by the Neiman Parties (the Old Notes) in the amount(s) set forth on the signature page hereto; and
a Qualified Institutional Buyer, as defined in the Letter, as such term is defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act); or a person that is outside of the United States and is not a U.S. Person, as those terms are defined in Rule 902 of Regulation S under the Securities Act, and (if resident in a member state of the European Economic Area) not a retail investor and (if resident in the United Kingdom) not a retail investor and is a relevant person and (if resident in Canada) is a non-U.S. qualified offeree.
The undersigned understands that it is providing the information contained in this Response Letter to the Neiman Parties solely for purposes of the Neiman Parties consideration of a transaction with respect to the Old Notes. It does not create any obligations whatsoever on the part of the Neiman Parties to make any offer or on the part of the undersigned to participate if an offer is made. The undersigned understands and agrees that if it elects to participate in the Exchange Offer and the related Consent Solicitation it must tender all of the Old Notes it holds. The undersigned understands that partial tenders of Old Notes will not be accepted. The undersigned understands that the Neiman Parties retain the right to request any additional documentation from Holders tendering Old Notes to consummate the Exchange Offer. In the event a Holder tenders its Old Notes but does not deliver such additional requested information or documentation, prior to the relevant date as specified by the Neiman Parties, the Neiman Parties reserve the right to not accept such Old Notes, which could result in the rejection of all tenders of all Old Notes tendered and Consents delivered by such Holder pursuant to the Exchange Offer and the Consent Solicitation.
AGGREGATE PRINCIPAL AMOUNT OF THE OLD NOTES HELD BY SIGNATORY
7.125% Senior Secured Notes due 2026
Amount
DTC Participant Number
Rule 144A: CUSIP No. 62929R AC2 ISIN US62929RAC25
Reg S: CUSIP No. U7360R AB2 ISIN USU7360RAB25
The undersigned agrees (1) not to copy or reproduce any part of any materials related to the Exchange Offer and the Consent Solicitation (except as permitted therein) received in connection with any transaction the Neiman Parties may undertake or have undertaken, (2) not to distribute or disclose any part of such materials related to the Exchange Offer and the Consent Solicitation or any of their contents (except as permitted therein) to anyone other than, if applicable, the aforementioned Holder on whose behalf the undersigned is acting and (3) to notify the Neiman Parties if any of the representations the undersigned makes in this Response Letter ceases to be correct.
[Note: * denotes required fields]