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Case 20-32519 Document 1751 Filed in TXSB on 09/03/20 Page 1 of 266 Case 20-32519 Document 1751 Filed in TXSB on 09/03/20 Page 1 of 266 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) 1 NEIMAN MARCUS GROUP LTD LLC, et al., ) Case No. 20-32519 (DRJ) ) Debtors. ) (Jointly Administered) ) NOTICE OF FILING OF AMENDED (A) SCHEDULE OF ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (B) SCHEDULE OF REJECTED EXECUTORY CONTRACTS AND UNEXPIRED LEASES PLEASE TAKE NOTICE that on August 21, 2020, the above-captioned debtors and debtors in possession (the “Debtors”) filed the Plan Supplement [ECF No. 1513] (the “Plan Supplement”) with the United States Bankruptcy Court for the Southern District of Texas (the “Court”), as contemplated in the Debtors’ Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [ECF No. 1700] (as may be amended, modified, or supplemented from time to time, the “Plan”).2 PLEASE TAKE FURTHER NOTICE that Debtors hereby file the amended plan supplement (the “Amended Plan Supplement”) with the Court. PLEASE TAKE FURTHER NOTICE that the Amended Plan Supplement includes revised versions of the following documents (which remain subject to continuing negotiations among the Debtors and interested parties with respect thereto), as may be modified, amended, or supplemented from time to time: EXHIBIT D Schedule of Assumed Executory Contracts and Unexpired Leases EXHIBIT E Schedule of Rejected Executory Contracts and Unexpired Leases 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Neiman Marcus Group LTD LLC (9435); Bergdorf Goodman Inc. (5530); Bergdorf Graphics, Inc. (9271); BG Productions, Inc. (3650); Mariposa Borrower, Inc. (9015); Mariposa Intermediate Holdings LLC (5829); NEMA Beverage Corporation (3412); NEMA Beverage Holding Corporation (9264); NEMA Beverage Parent Corporation (9262); NM Bermuda, LLC (2943); NM Financial Services, Inc. (2446); NM Nevada Trust (3700); NMG California Salon LLC (9242); NMG Florida Salon LLC (9269); NMG Global Mobility, Inc. (0664); NMG Notes PropCo LLC (1102); NMG Salon Holdings LLC (5236); NMG Salons LLC (1570); NMG Term Loan PropCo LLC (0786); NMG Texas Salon LLC (0318); NMGP, LLC (1558); The Neiman Marcus Group LLC (9509); The NMG Subsidiary LLC (6074); and Worth Avenue Leasing Company (5996). The Debtors’ service address is: One Marcus Square, 1618 Main Street, Dallas, Texas 75201. 2 Capitalized terms used but not defined in herein have the meanings given to them in the Plan. Case 20-32519 Document 1751 Filed in TXSB on 09/03/20 Page 2 of 266 PLEASE TAKE FURTHER NOTICE that pursuant to the Plan, any objection to the assumption of an Executory Contract or Unexpired Lease under the Plan must be Filed with the Bankruptcy Court on or before 30 days after the Effective Date. Any such objection will be scheduled to be heard by the Bankruptcy Court at the Debtors’ or Reorganized Debtors’, as applicable, first scheduled omnibus hearing for which such objection is timely filed. Any counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the proposed assumption of any Executory Contract or Unexpired Lease will be deemed to have consented to such assumption. For the avoidance of doubt, the Debtors have extended the deadline to object to any Cure amount to 30 days after the Effective Date. PLEASE TAKE FURTHER NOTICE that the Debtors reserve all rights, with the consent of any applicable counterparties to the extent required under the Plan and/or the Restructuring Support Agreement, to alter, amend, modify, or supplement the Amended Plan Supplement and any of the documents and designations contained therein in accordance with the terms of the Plan; provided that, if any document in the Amended Plan Supplement is altered, amended, modified, or supplemented in any material respect prior to the confirmation hearing, the Debtors will file a redline of such document with the Court. PLEASE TAKE FURTHER NOTICE that the documents contained in the Plan Supplement are integral to and are considered part of the Plan. If the Court approves the Plan, the documents contained in the Amended Plan Supplement will be approved pursuant to the order confirming the Plan. PLEASE TAKE FURTHER NOTICE that copies of the Plan, Disclosure Statement, Plan Supplement, and Amended Plan Supplement are accessible now by visiting http://cases.stretto.com/NMG or by calling (877) 670-2127 (Toll Free) or (949) 504-4475 (International). You may also obtain copies of any pleadings by visiting the Court’s website at https://ecf.txsb.uscourts.gov in accordance with the procedures and fees set forth therein. 2 Case 20-32519 Document 1751 Filed in TXSB on 09/03/20 Page 3 of 266 PLEASE TAKE FURTHER NOTICE that the Debtors will seek confirmation of the Plan at the confirmation hearing before Judge David R. Jones, Courtroom 400, of the United States Bankruptcy Court, Houston Division, 515 Rusk Street Houston, Texas 77002, on September 4, 2020, at 9:00 a.m. (prevailing Central Time). Houston, Texas September 3, 2020 /s/ Matthew D. Cavenaugh JACKSON WALKER L.L.P. KIRKLAND & ELLIS LLP Matthew D. Cavenaugh (TX Bar No. 24062656) KIRKLAND & ELLIS INTERNATIONAL LLP Jennifer F. Wertz (TX Bar No. 24072822) Anup Sathy, P.C. (admitted pro hac vice) Kristhy M. Peguero (TX Bar No. 24102776) Chad J. Husnick, P.C. (admitted pro hac vice) Veronica A. Polnick (TX Bar No. 24079148) 300 North LaSalle Street 1401 McKinney Street, Suite 1900 Chicago, Illinois 60654 Houston, Texas 77010 Telephone: (312) 862-2000 Telephone: (713) 752-4200 Facsimile: (312) 862-2200 Facsimile: (713) 752-4221 Email: [email protected] Email: [email protected] [email protected] [email protected] [email protected] -and- [email protected] Matthew C. Fagen (admitted pro hac vice) Co-Counsel to the Debtors 601 Lexington Avenue and Debtors in Possession New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: [email protected] Co-Counsel to the Debtors and Debtors in Possession 3 26748005v.1 Case 20-32519 Document 1751 Filed in TXSB on 09/03/20 Page 4 of 266 Exhibit D Amended Schedule of Assumed Executory Contracts and Unexpired Leases 4 Case 20-32519 Document 1751 Filed in TXSB on 09/03/20 Page 5 of 266 Neiman Marcus Schedule of Assumed Contracts Row ID Debtor Name Counterparty Name Description of Contract or Lease Cure Cost Address 1 Address 2 Address 3 City State ZIP Country 1 The Neiman Marcus Group LLC Chanel Master Agreement $5,264,799.00 9 W 57TH STREET 44TH FLOOR NEW YORK NY 10019-2790 2 The Neiman Marcus Group LLC GOOGLE INC. GOOGLE INC - ADVERTISING SERVICE AGREEMENT $3,213,807.73 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 3 The Neiman Marcus Group LLC NORTHPARK PARTNERS, LP LEASE RE: 8687 suite 400 NORTH CENTRAL $2,282,289.98 8080 NORTH CENTRAL EXPRESSWAY SUITE 1100 DALLAS TX 75206 EXPRESSWAY, DALLAS, TX DATED 7/20/1965 (LEASE ID 1002-0001) 4 The Neiman Marcus Group LLC AT AND T CORP AT AND T CORP - STATEMENT OF WORK $1,495,905.47 208 SOUTH AKARD STREET DALLAS TX 75202 5 The Neiman Marcus Group LLC TATA AMERICA INTERNATIONAL TATA AMERICA INTERNATIONAL CORPORATION - $1,090,259.88 101 PARK AVENUE NEW YORK NY 10178 CORPORATION AMENDMENT 6 The Neiman Marcus Group LLC ELICIT LLC ELICIT LLC - MASTER SERVICES AGREEMENT $1,085,495.12 525 3RD STREET NORTH SUITE 511 MINNEAPOLIS MN 55401 7 The Neiman Marcus Group LLC GRID DYNAMICS INTERNATIONAL, INC. GRID DYNAMICS INTERNATIONAL, INC. - CHANGE $949,636.00 5000 EXECUTIVE PARKWAY SUITE 520 SAN RAMON CA 94583 ORDER 8 The Neiman Marcus Group LLC AMAZON.COM AMAZON.COM - MASTER SERVICES AGREEMENT $935,173.81 410 TERRY AVE N SEATTLE WA 98109-5210 9 The Neiman Marcus Group LLC THE IRVINE COMPANY LLC LEASE RE: 610 NEWPORT CENTER DRIVE, FASHION $806,882.27 ATTN: ERNIE ZACHARY PARK 13215 E PENN ST SUITE 510 WHITTIER CA 90602 ISLAND SHOPPING CENTER, NEWPORT BEACH, CA DATED 11/26/2013 (LEASE ID 1011-0002) 10 The Neiman Marcus Group LLC KATZ, BARRON, SQUITERO, FRIEDBERG, ET AL LEASE RE: 9700 COLLINS AVENUE, BAL HARBOUR, $774,336.07 901 PONCE DE LEON BOULEVARD, 10TH CORAL GABLES FL 33134 FL DATED 11/18/1969 (LEASE ID 1005-0001) FLOOR 11 The Neiman Marcus Group LLC SHOPS AT MERRICK PARK SUBLEASE RE: 358 SAN LORENZO AVENUE, CORAL $697,291.48 246 ALTARA AVENUE SUITE 1406 CORAL GABLES FL 33146 GABLES, FL DATED 3/27/2000 (LEASE ID 1034-0001) 12 The Neiman Marcus Group LLC BORDERFREE BORDERFREE AMENDMENT TO SERVICES $618,903.49 292 MADISON AVE 5TH FL NEW YORK NY 10017 AGREEMENT INTERNATIONAL ECOMM 2013 - SUPPORTING DOCUMENTS 13 The Neiman Marcus Group LLC KATTEN MUCHIN ROSENMAN LLP LEASE RE: 737 NORTH MICHIGAN AVENUE, $597,211.54 525 WEST MONROE STREET CHICAGO IL 60661-3693 CHICAGO, IL DATED 11/5/1983 (LEASE ID 1019-0001) 14 The Neiman Marcus Group LLC WVF-PARAMOUNT 745 PROPERTY, L.P. Bergdorf Goodman LEASE RE: 745 5TH AVENUE, $562,553.70 1633 BROADWAY, SUITE 1801 NEW YORK NY 10019 NEW YORK, NY DATED 8/29/1988 (LEASE ID 1064- 0001) 15 The Neiman Marcus Group LLC MILESTONE VENTURE PARTNERS Bergdorf Goodman LEASE RE: 754 5TH AVENUE, $467,889.11 551 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 NEW YORK, NY DATED 1/26/1982 (LEASE ID 1063- 0001) 16 The Neiman Marcus Group LLC Cheetah Digital Marketing agreement $428,920.20 17 The Neiman Marcus Group LLC Set Solutions Set Solutions $404,528.94 1800 WEST LOOP SOUTH SUITE 700 HOUSTON TX 77027 18 The Neiman Marcus Group LLC SHORT HILLS ASSOCIATES, LLC LEASE RE: 1200 MORRIS TURNPIKE, THE MALL AT $394,044.62 200 EAST
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