DILLARD DEPARTMENT STORES, INC.
7-3/4% DEBENTURE DUE 2026
REGISTERED REGISTERED
NO. R-1
CUSIP 254063 AU4
If this Security is registered in the name of The
Depository Trust Company (the "Depositary") (55 Water
Street, New York, New York) or its nominee, this Security
may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor
Depositary unless and until this Security is exchanged in
whole or in part for Securities in definitive form.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its
agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an
authorized representative of the Depositary and any
payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co. has an interest herein.
DILLARD DEPARTMENT STORES, INC., a Delaware corporation
(herein called the "Company", which term includes any successor
corporation under the Indenture, hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of $100,000,000 (ONE HUNDRED MILLION
DOLLARS) on JULY 15, 2026, and to pay interest thereon from JULY
17, 1996 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on
January 15 and July 15 in each year, commencing January 15, 1997,
at the rate of 7-3/4% per annum, until the principal hereof is paid
or made available for payment.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: July 17, 1996
TRUSTEE'S CERTIFICATE DILLARD DEPARTMENT STORES, INC.
OF AUTHENTICATION
This is one of the Securities By: ____________________________
of the series designated Senior Vice President and Chief
therein referred to in the Financial Officer
within-mentioned Indenture.
THE CHASE MANHATTAN BANK (formerly ATTEST:
known as Chemical Bank), Trustee
By: _____________________ By: ___________________________
Authorized Officer Assistant Secretary
Reverse Side Of Note
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall
be the January 1 or July 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the
Company maintained for that purpose in New York, New York, in such
coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register.
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of May
15, 1988, as supplemented by a First Supplemental Indenture, dated
as of December 16, 1988 and a Second Supplemental Indenture dated
as of September 14, 1990 (as so supplemented, herein called the
"Indenture"), between the Company and The Chase Manhattan Bank
(formerly known as Chemical Bank), Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and the
terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to
$100,000,000.
The Securities of this series are not subject to redemption
prior to maturity.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of 66-2/3% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time
Outstanding, 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 under the Indenture and
their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Security at
the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral
multiples thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - ___________________ Custodian ___________
(Cust) (Minor)
under Uniform Gifts to Minors Act _______
(State)
Additional abbreviations may also be used
though not in the above list.
FOR VALUE RECEIVED, ____________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
____________________
/____________________/
Please print or typewrite name and address of
assignee
the within Instrument of the said Company and do hereby irrevocably
constitute and appoint
, Attorney to
transfer the said Instrument on the books of the said Company with
full power of substitution in the premises.
Dated: _________________________
_______________________________
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE
FACE OF THE INSTRUMENT IN EVERY
PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE
WHATEVER