Exhibit 10.13

AMENDMENT NO. 1 dated as of May 16, 2011 (this “Amendment”), to the Lien Subordination and Intercreditor Agreement dated as of October 6, 2005 (as amended or otherwise modified prior to the date hereof, the “Intercreditor Agreement”; capitalized terms used but not otherwise defined herein having the meanings assigned thereto therein), among NEIMAN MARCUS, INC. (formerly known as Newton Acquisition, Inc.), a Delaware corporation, THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as agent for the Revolving Facility Secured Parties referred to therein, the subsidiaries of the Borrower from time to time party thereto, and CREDIT SUISSE AG (formerly known as Credit Suisse), as agent for the Term Loan Secured Parties referred to therein.

A.                                   WHEREAS, pursuant to the terms of the Term Loan Credit Agreement and the Revolving Facility Credit Agreement, the Borrower may, subject to the satisfaction of certain conditions, incur Term Loan Pari Passu Indebtedness, the holders of which (or an authorized agent or trustee thereof) may become party to the Intercreditor Agreement;

B.                                     WHEREAS, the Company has requested certain amendments to the Intercreditor Agreement as set forth herein in order to better provide for the joinder of such parties thereto; and

C.                                     WHEREAS, the Term Loan Agent and the Revolving Facility Agent are willing to so amend the Intercreditor Agreement;

D.                                    NOW, THEREFORE, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.  Amendments.  (a) Section 1.01 of the Intercreditor Agreement is hereby amended by adding the following term in proper alphabetical order:

“Intercreditor Principles” means the Summary of Key Terms of Intercreditor Amendment attached as Exhibit A hereto.

(b)  Section 7.02(b) of the Intercreditor Agreement is hereby amended by (i) deleting the words “Term Loan Agent,” immediately following the words “and without the consent of” therein, (ii) inserting the words “(but with the consent of the Term Loan Agent, subject to the proviso below)” immediately before “:  (i)” and (iii) inserting the following proviso immediately before the period at the end of clause (iv) thereof:

“; provided that the Term Agent shall provide such consent so long as such amendments are consistent with the Intercreditor Principles and otherwise reasonably acceptable to the Term Loan Agent.”

(c)  Exhibit A hereto is hereby attached to the Intercreditor Agreement as Exhibit A thereto.

SECTION 2.  Effectiveness.  This Amendment shall become effective as of the date on which the Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of each of the parties hereto.  The parties hereto acknowledge that, on or about the date hereof, the Term Credit Agreement and the Revolving Facility Credit Agreement will be amended and the maturity of the indebtedness thereunder will be extended in transactions that constitute “Refinancings” hereunder, and, in accordance with Section 2.10 of the Intercreditor Agreement, the Term Loan Agent and the Revolving Facility Agent each bind themselves to the Intercreditor Agreement, as amended hereby.

SECTION 3.  Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by telecopy or other electronic image scan transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

SECTION 4.  Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 5.  Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 6.  Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

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EXHIBIT A

Summary of Key Terms of Intercreditor Amendment

Set forth below is a summary of certain principal terms of the amendments (the “Intercreditor Amendment”) to the Intercreditor Agreement to which this Exhibit is attached (the “Intercreditor Agreement”), to be effected in the manner set forth in Section 7.03(b) thereof, in order to provide for the relative rights and obligations of the holders of the Term Loan Obligations and the holders of any Term Loan Pari Passu Indebtedness in the Collateral in connection with any future incurrence of Term Loan Pari Passu Indebtedness.  This summary is not intended to be a complete description of all of the terms of the Intercreditor Amendment.  Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Intercreditor Agreement.  To the extent that any provision in the summary set forth below directly conflicts with the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall control and govern.