Neiman Marcus 2003 Annual Report Download - page 168

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental
indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of modifying in any manner the rights or the Holders of the Securities of each series under the Indenture with the
consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with
respect to such series under the Indenture. Any such consent or waiver by the Holder of this Debenture shall be conclusive and
binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture or such
other Debentures.
No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal and any premium of and any interest on this Debenture at
the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.
As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of
certain trust funds in trust, at the Company's option, either the Company shall be deemed to have paid and discharged the entire
indebtedness represented by, and the obligations under, the Securities of any series and to have satisfied all the obligations (with
certain exceptions) under the Indenture relating to the Securities of such series or the Company shall cease to be under any obligation
to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Securities of such
series.
The Debentures are issuable in registered form without coupons in denominations of $1,000 and any integral multiple of
$1,000. Debentures may be exchanged for a like aggregate principal amount and Stated Maturity of Debentures of other authorized
denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, designated for such
purpose and in the manner and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Debenture at the office or agency of the Company in the Borough of
Manhattan, The City of New York designated for such purpose, a new Debenture or Debentures of authorized denominations for a like
aggregate principal amount and Stated maturity will be issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture.
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