Neiman Marcus 2003 Annual Report Download - page 102

"Original Issue Discount Security" means (i) any Security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the Maturity thereof, and (ii) any other Security deemed an
Original Issue Discount Security for United States Federal income tax purposes.
"Outstanding", when used with respect to Securities or Securities of any series, means, as of the date of determination, all
such Securities theretofore authenticated and delivered under this Indenture, except:
(i) such Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;
(ii) such Securities for whose payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own paying agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and
(iii) such Securities in exchange for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, or which shall have been paid pursuant to the terms of Section 306 (except with respect to any
such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a person in whose hands
such Security is a legal, valid and binding obligation of the Company).
In determining whether the Holders of the requisite principal amount of such Securities outstanding have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of the
taking of such action upon a declaration of acceleration of the Maturity thereof and (ii) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding. In determining whether the Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible Officer assigned to the corporate trust department of the
Trustee actually knows to be owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right to act as owner with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor.
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