EXHIBIT 4.3
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange or payment and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THE NEIMAN MARCUS GROUP, INC.
7.125% Senior Debenture Due 2028
REGISTERED CUSIP 640204 AB 9
No. R-1
THE NEIMAN MARCUS GROUP, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which
term includes any successor under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
Cede & Co.
or registered assigns, the principal sum of $125,000,000 at the office or
agency of the Company in the Borough of Manhattan, The City of New York, on
June 1, 2028 in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest on said principal sum semiannually on June
1 and December 1 of each year (each an "Interest Payment Date"), commencing
December 1, 1998 at said office or agency, in like coin or currency, at the
rate per annum specified in the title hereof, from the most recent Interest
Payment Date to which interest on the Debentures has been paid, or, if no
interest has been paid on the Debentures since May 27, 1998, from May 27,
1998, until payment of said principal sum has been made or duly provided for.
The interest so payable, and punctually paid or duly provided for, on any June
1 or December 1 will, except as provided in the Indenture dated as of May 27,
1998 (the "Indenture"), duly executed and delivered by the Company to The Bank
of New York, Trustee (herein called the "Trustee"), be paid to the Person in
whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on the 15th day of the next preceding May
or November (herein called the "Regular Record Date") whether or not a
Business Day, and may, at the option of the Company, be paid by check mailed
to the registered address of such Person. Any such interest which is payable,
but is not so punctually paid or duly provided for, shall forthwith cease to
be payable to the registered Holder on such Regular Record Date and may be
paid either to the Person in whose name this Debenture (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 Debentures not less than
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Debentures may be listed and upon such notice as may be
required by such exchange, if such manner of payment shall be deemed practical
by the Trustee, all as more fully provided in the Indenture.
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.
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"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.
"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.
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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.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal and any premium of and any
interest on this Debenture at the place, rate and respective times and in the
coin or currency herein and in the Indenture prescribed.
As provided in the Indenture and subject to the satisfaction of certain
conditions therein set forth, including the deposit of certain trust funds in
trust, at the Company's option, either the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and the
obligations under, the Securities of any series and to have satisfied all the
obligations (with certain exceptions) under the Indenture relating to the
Securities of such series or the Company shall cease to be under any
obligation to comply with any term, provision or condition of certain
restrictive covenants or provisions with respect to the Securities of such
series.
The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Debentures may
be exchanged for a like aggregate principal amount and Stated Maturity of
Debentures of other authorized denominations at the office or agency of the
Company in the Borough of Manhattan, The City of New York, designated for such
purpose and in the manner and subject to the limitations provided in the
Indenture.
Upon due presentment for registration of transfer of this Debenture at
the office or agency of the Company in the Borough of Manhattan, The City of
New York designated for such purpose, a new Debenture or Debentures of
authorized denominations for a like aggregate principal amount and Stated
maturity will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture.
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No charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.
Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
Unless otherwise defined herein, all terms used in this Debenture which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.
This Debenture shall be construed in accordance with and governed by the
laws of the State of New York.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Debenture
shall not be entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose
IN WITNESS WHEREOF, THE NEIMAN MARCUS GROUP, INC. has caused this
Debenture to be duly executed.
Dated: May 27, 1998 THE NEIMAN MARCUS GROUP, INC.
By: s/ Richard A. Smith
Signature
Richard A. Smith, Chairman and Chief Executive Officer
(Print name and title)
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within-mentioned
Indenture.
The Bank of New York,
as Trustee,
By: s/ Mary Jane Schmalzel
Authorized Signatory
Dated: May 27, 1998
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