EXHIBIT
4.2


 


FORM OF 7.125% SENIOR NOTE DUE 2008


 


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.


 


“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.


 


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.


 


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)

  
						



 

















 


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