Neiman Marcus 2008 Annual Report Download - page 214

The Bank of New York will be the Paying Agent and the Security Registrar with respect to this Debenture. The Company
reserves the right at any time to vary or terminate the appointment of any Paying Agent or Security Registrar, to appoint additional or
other Paying Agents and other Security Registrars, which may include the Company, and to approve any change in the office through
which any Paying Agent or Security Registrar acts; provided, that there will at all times be a Paying Agent in the City of New York.
This Debenture is one of the duly authorized issue of debentures, notes, bonds or other evidences of indebtedness (hereinafter
called the "Securities") of the Company, of the series hereinafter specified, all issued or to be issued under and pursuant to the
Indenture, to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying
Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated
and delivered.
The Securities may be issued in one or more series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of
Default and may otherwise vary as provided or permitted in the Indenture. This Debenture is one of the series of Securities of the
Company issued pursuant to the Indenture and designated as the 7.125% Senior Debentures Due 2028 (herein called the
"Debentures"), limited in aggregate principal amount to $125,000,000.
The Debentures of this series are not redeemable prior to the Stated Maturity of the principal hereof except as provided herein
and will not be subject to any sinking fund.
This Debenture is redeemable, as a whole or in part, at the option of the Company at any time, at a redemption price equal to
the greater of (a) 100% of the principal amount of this Debenture to be redeemed and (b) the sum of the present values of the
Remaining Scheduled Payments thereon discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest on the principal amount being redeemed to
the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term of the Debentures that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the
Company.