Neiman Marcus 2003 Annual Report Download - page 124

(1) the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in
trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i)
money in an amount, or (ii) the equivalent in direct obligations of, or obligations the principal of and interest on which are
fully guaranteed by, the United States of America ("U.S. Government Obligations") which through the payment of interest
and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any
payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of
a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal (including mandatory sinking fund payments) and any premium
of, interest on and any repurchase obligations with respect to the outstanding Securities of such series on the dates such
installments of interest or principal or repurchase obligations are due;
(2) no Event of Default or event (including such deposit) which with notice or lapse of time would become an
Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such
deposit; and
(3) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the
Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's
exercise of its option under this Section 403 and will be subject to Federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such option had not been exercised, and, in the case of
Securities being Discharged, such opinion shall be based upon at least one of the following authorities (issued, enacted or
promulgated after the date of this Indenture), substantially on point and to the foregoing effect: (i) a public ruling of the
Internal Revenue service, (ii) a private ruling of the Internal Revenue Service issued to the Company with respect to the
securities, (iii) a provision of the Internal Revenue Code, or (iv) a final regulation promulgated by the Department of the
Treasury.
"Discharged" means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by,
and obligations under, the Securities of such series and to have satisfied all the obligations under this Indenture relating to the
Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same),
except (A) the rights of Holders of Securities to receive, from the trust fund described in clause (1) above, payment of the principal
and any premium of and any interest on such Securities when such payments are due; (B) the Company's obligations with respect to
such Securities under Sections 305, 306, 402, 1002 and 1003; and (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder.
The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to this Article or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.
27