Exhibit 4.3


 


FORM OF 6.65% 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.


6.65% Senior Note Due
2008


 


	
  REGISTERED

  	
   

  	
  CUSIP 640204 AA 1

  



 


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, 2008 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
Notes has been paid, or, if no interest has been paid on the Notes 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 Note (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 Note (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 Notes 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 Notes 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 Note.  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 Note 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 Note is one of the series of Securities
of the Company issued pursuant to the Indenture and designated as the 6.65%
Senior Notes Due 2008 (herein called the “Notes”), limited in aggregate principal
amount to $125,000,000.


 


The Notes 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 Note 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 Note 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 15 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
Notes 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 Notes
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 Notes shall occur and be continuing, the principal of all
of the Notes 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 Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note 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 Note or
such other Notes.


 


No reference herein to
the Indenture and no provision of this Note 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 Note 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 Notes are issuable in
registered form without coupons in denominations of $1,000 and any integral
multiple of $1,000. Notes may be exchanged for a like aggregate principal
amount and Stated Maturity of Notes 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 Note at the office or agency of the Company in
the Borough of Manhattan, The City of New York designated for such purpose, a
new Note or Notes 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 Note, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this
Note 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 Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


 


This Note 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 Note 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 Note 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