Neiman Marcus 2003 Annual Report Download - page 162

Section 11.18. Provisions with Respect to any Sinking Funds. Unless the form or terms of any series of Securities shall
provide otherwise, in lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Securities in
cash, the Company may at its option (1) deliver to the Trustee for cancellation any Securities of such series theretofore acquired by the
Company, or (2) receive credit for any Securities of such series (not previously so credited) acquired by the Company (including by
way of optional redemption (pursuant to the sinking fund or otherwise) but not by way of mandatory sinking fund redemption) and
theretofore delivered to the Trustee for cancellation, and if it does so then (i) Securities so delivered or credited shall be credited at the
applicable sinking fund Redemption Price with respect to Securities of such series, and (ii) on or before the 60th day next preceding
each sinking fund Redemption Date with respect to such series of Securities, the Company will deliver to the Trustee (A) an Officers'
Certificate specifying the portions of such sinking fund payment to be satisfied by payment of cash and by delivery or credit of
Securities of such series acquired by the Company, and (B) such Securities, to the extent not previously surrendered. Such Officers'
Certificate shall also state the basis for such credit and that the Securities for which the Company elects to receive credit have not been
previously so credited and were not acquired by the Company through operation of the mandatory sinking fund, if any, provided with
respect to such Securities and shall also state that no Event of Default with respect to Securities of such series has occurred and is
continuing. All Securities so delivered to the Trustee shall be canceled by the Trustee and no Securities shall be authenticated in lieu
thereof.
If the sinking fund payment or payments (mandatory or optional) with respect to any series of Securities made in cash plus
any unused balance of any preceding sinking fund payments with respect to Securities of such series made in cash shall exceed
$50,000 (or a lesser sum if the Company shall so request), unless otherwise provided by the terms of such series of Securities, that
cash shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities of such series next following the
date of such payment to the redemption of Securities of such series at the applicable sinking fund Redemption Price with respect to
Securities of such series, together with accrued interest, if any, to the date fixed for redemption, with the effect provided in Section
1106. The Trustee shall select, in the manner provided in Section 1103, for redemption on such sinking fund Redemption Date a
sufficient principal amount of Securities of such series to utilize that cash and shall thereupon cause notice of redemption of the
Securities of such series for the sinking fund to be given in the manner provided in section 1104 (and with the effect provided in
Section 1106) for the redemption of Securities in part at the option of the Company. Any sinking fund moneys not so applied or
allocated by the Trustee to the redemption of Securities of such series shall be added to the next cash sinking fund payment with
respect to Securities of such series received by the Trustee and, together with such payment, shall be applied in accordance with the
provisions of this Section 1108. Any and all sinking fund moneys with respect to Securities of any series held by the Trustee at the
Maturity of Securities of such series, and not held for the payment or redemption of particular Securities of such series, shall be
applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Securities of such series at Maturity.
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