Neiman Marcus 2003 Annual Report Download - page 179

"Comparable Treasury Price" means, with respect to any redemption date, (a) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such
redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New
York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (b) if such release (or any successor
release) is not published or does not contain such prices on such business day, (i) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury
Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. New York time on the third business day
preceding such redemption date.
"Reference Treasury Dealer" means each of Salomon Brothers Inc, Chase Securities Inc. and Merrill Lynch, Pierce, Fenner &
Smith, Incorporated and their respective successors and any such other Primary Treasury Dealer as the Company designates; provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means the remaining scheduled payments of the principal of the Debentures to be
redeemed and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if
such redemption date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment thereon will be
reduced by the amount of interest accrued thereon to such redemption date.
Unless the Company defaults in payment of the redemption price, on and after the applicable redemption date, interest will
cease to accrue on the Securities or portions thereof called for redemption.
If an Event of Default with respect to the Debentures shall occur and be continuing, the principal of all of the Debentures
may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.
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.