Neiman Marcus 2010 Annual Report Download - page 140
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EXHIBIT 4.6
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of July 11, 2006, among The Neiman Marcus Group, Inc., a Delaware
corporation (the "Company"), The Bank of New York Trust Company, N.A., a national banking association, as successor trustee (the
"Trustee"), and Neiman Marcus, Inc., a Delaware corporation, as guarantor (the "Guarantor").
W I T N E S S E T H:
WHEREAS, the Company and the Trustee previously have entered into an indenture, dated as of May 27, 1998 (the "Base
Indenture"), providing for the issuance of 7.125% Senior Debentures Due 2028 (the "2028 Debentures") (the Base Indenture together
with the terms of the 2028 Debentures as established as contemplated by Section 301 thereof is referred to herein as the "Original
Indenture" and the Original Indenture as it may from time to time be supplemented or amended, including by this First Supplemental
Indenture, is referred to herein as the "Indenture");
WHEREAS, Section 901 of the Base Indenture permits the Company, when authorized by a Board Resolution, and the
Trustee to enter into one or more indentures supplemental to the Indenture without the consent of holders of any securities issued
thereunder to add to the rights of the holders of such securities;
WHEREAS, the Company received cash consideration for the issuance and initial sale of the 2028 Debentures on May 27,
1998;
WHEREAS, the Company is a wholly-owned subsidiary of the Guarantor;
WHEREAS, the Guarantor desires to provide and the Board of Directors of the Company has authorized the Guarantor to
provide a guarantee of the outstanding 2028 Debentures;
WHEREAS, the Company has requested that the Trustee join in the execution of this First Supplemental Indenture; and
WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of the parties and a valid
supplement to the Indenture have been done.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein and in the
Original Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the
Company and the Trustee hereby agree, for the equal and ratable benefit of all holders of the outstanding 2028 Debentures (the
"Holders"), as follows:
1