Exhibit 4.01


LEHMAN BROTHERS HOLDINGS INC.


Principal At Risk Enhanced Participation
Notes Linked to the S&P 500® Index 

Due August 28, 2010


	
  Number R-1

  	
   

  	
  $1,000,000

  
	
  ISIN US524908VB38

  	
   

  	
  CUSIP 524908VB3

  



 


See Reverse for Certain Definitions


THIS SECURITY (THIS “SECURITY”) IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO SUCH DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. 
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TO LEHMAN BROTHERS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), 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.


LEHMAN BROTHERS HOLDINGS INC., a corporation
duly organized and existing under the laws of the State of Delaware
(hereinafter called the “Company”), for value received, hereby promises
to pay to CEDE & CO. or registered assigns, at the office or agency of the
Company in the Borough of Manhattan, The City of New York, on the Maturity
Date, in such coin or currency of the United States of America at the time of
payment shall be legal tender for the payment of public and private debts, for
each $1,000 principal amount of the Securities represented hereby, an amount
equal to the Payment at Maturity. THE SECURITIES REPRESENTED HEREBY SHALL NOT
BEAR ANY INTEREST.


Any amount payable on the Maturity Date
hereon will be paid only upon presentation and surrender of this Security.


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.



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IN WITNESS WHEREOF, Lehman Brothers Holdings
Inc. has caused this instrument to be signed by its Chairman of the Board, its
President, its Vice Chairman, its Chief Financial Officer, one of its Vice
Presidents or its Treasurer, by manual or facsimile signature under its
corporate seal, attested by its Secretary or one of its Assistant Secretaries
by manual or facsimile signature.


Dated:    February
28, 2007


	
  [SEAL]

  	
   

  	
  LEHMAN BROTHERS HOLDINGS INC. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ James J.
  Killerlane III

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   /s/ Aaron
  Guth

  	
   

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


	
  CITIBANK, N.A.

  	
   

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Wafaa
  Orfy

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  
					



 



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Reverse of Security


This Security is one of a duly authorized series of
Securities of the Company designated as Principal At Risk Enhanced
Participation Notes Linked to the S&P 500® Index Due August 28, 2010 (herein called the “Securities”).  The Company may, without the consent of the
holders of the Securities, create and issue additional notes ranking equally
with the Securities and otherwise similar in all respects so that such further
notes shall be consolidated and form a single series with the Securities;
provided that no additional notes can be issued if an Event of Default has
occurred with respect to the Securities. 
This series of Securities is one of an indefinite number of series of
debt securities of the Company, issued and to be issued under an indenture,
dated as of September 1, 1987, as amended (herein called the “Indenture”),
duly executed and delivered by the Company and Citibank N.A., as 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 description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities.


The Payment at Maturity at the request of the
Trustee, shall be determined by the Calculation Agent pursuant to the
Calculation Agency Agreement.  The
Trustee shall fully rely on the determination by the Calculation Agent of the
Payment at Maturity and shall have no duty to make any such determination.  The Calculation Agent will provide written notice
to the Trustee at its New York office, on which notice the Trustee may
conclusively rely, of the Payment at Maturity on or prior to 11:00 a.m. on the
Business Day preceding the Maturity Date.


All calculations with respect to the Index Ending
Level and the Index Return will be rounded to the nearest one
hundred-thousandth, with five one-millionths rounded upward (e.g., .876545
would be rounded to .87655); all dollar amounts related to determination of the
payment per $1,000 principal amount note at maturity will be rounded to the
nearest ten-thousandth, with five one hundred-thousandths rounded upward (e.g.,
..76545 would be rounded up to .7655); and all dollar amounts paid on the
aggregate principal amount of Securities per Holder will be rounded to the
nearest cent, with one-half cent rounded upward.


This Security is not subject to any sinking fund.


If an Event of Default with respect to the
Securities shall occur and be continuing, the amounts payable on all of the
Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.  The amount
payable to the Holder hereof upon any acceleration permitted under the
Indenture will be equal to the Payment at Maturity calculated as though the
date of acceleration were the Maturity Date and the third Business Day
immediately preceding the date of acceleration were the Observation Date.  If the maturity of the Securities is
accelerated because of an Event of Default, the Company shall, or shall cause
the Calculation Agent to, provide written notice to the Trustee at its New York
office, on which notice the Trustee may conclusively rely, and to The
Depository Trust Company of the cash amount due with respect to the Securities
as promptly as possible and in no event later than two Business Days after the
date of acceleration.










  
  
  



 


The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the holders of not less than
662⁄3% in aggregate principal amount of each series of Securities at the
time Outstanding to be affected (each series voting as a class), evidenced as
in the Indenture provided, to execute supplemental indentures adding any
provisions to, or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or modifying in any manner
the rights of the holders of the Securities of all such series; provided, however,
that no such supplemental indenture shall, among other things, (i) change the
fixed maturity of any Security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, if any, or
reduce any premium payable on redemption, or make the principal thereof, or
premium, if any, or interest thereon, if any, payable in any coin or currency
other than that hereinabove provided, without the consent of the holder of each
Security so affected, or (ii) change the place of payment on any Security, or
impair the right to institute suit for payment on any Security, or reduce the
aforesaid percentage of Securities, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of each Security so affected.  It is also
provided in the Indenture that, prior to any declaration accelerating the
maturity of any series of Securities, the holders of a majority in aggregate
principal amount of the Securities of such series Outstanding may on behalf of
the holders of all the Securities of such series waive any past default or
Event of Default under the Indenture with respect to such series and its
consequences, except a default in the payment of interest, if any, or the
principal of, or premium, if any, on any of the Securities of such series, or
in the payment of any sinking fund installment or analogous obligation with
respect to Securities of such series. 
Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future holders and owners
of this Security and any Securities which may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is
made upon this Security or such other Securities.


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
Payment at Maturity with respect to this Security.


The Securities are issuable in denominations of $1,000
and any whole multiples of $1,000.


The Company, the Trustee, and any agent of the
Company or of the Trustee may deem and treat the registered holder (the “Holder”)
hereof as the absolute owner of this Security (whether or not this Security
shall be overdue and notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment hereof, or on account hereof, and
for all other purposes and neither the Company nor the Trustee nor any agent of
the Company or of the Trustee shall be affected by any notice to the
contrary.  All such payments made to or
upon the order of such registered holder shall, to the extent of the sum or
sums paid, effectually satisfy and discharge liability for moneys payable on
this Security.


No recourse for the payment of the principal of,
premium, if any, or interest on this Security, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any indenture
supplemental thereto or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as



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such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or rule
of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.


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 Corporate Trust Office or agency in a Place of Payment for this
Security, 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 such Holder’s attorney duly authorized in writing, and
thereupon one or more new Securities of this series or of like tenor and of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


The Company intends to treat, and by
purchasing this Security, the Holder agrees to treat, for all tax purposes,
this Security as a cash-settled financial contract, rather than as a debt
instrument.


THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


Definitions


Set forth below are definitions of the terms used in
this Security.


“Business Day”, notwithstanding any provision
in the Indenture, shall mean any day that is not a Saturday or Sunday and that is
not a day on which banking institutions in The City of New York are authorized
or obligated by law to close.


“Calculation Agency Agreement” shall mean the
Calculation Agency Agreement, dated as of December 21, 2006 between the Company
and the Calculation Agent, as amended from time to time, or any successor
calculation agency agreement.


“Calculation Agent” shall mean the person
that has entered into an agreement with the Company providing for, among other
things, the determination of the Payment at Maturity, which term shall, unless
the context otherwise requires, include its successors and assigns.  The initial Calculation Agent shall be Lehman
Brothers Inc.


“Closing Price” of a security, on any
particular day, means the last reported sales price for that security on the
Relevant Exchange at the scheduled weekday closing time of the regular trading
session of the Relevant Exchange.  If,
however, the security is not listed or traded on a bulletin board, then the
Closing Price of the security will be determined using the average execution
price per share that an affiliate of the Company pays or receives upon the
purchase or sale of the security used to hedge the Company’s obligations under
the Securities.


“Company” shall have the meaning set
forth on the face of this Security.



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“Holder” shall have
the meaning set forth on the reverse of this Security.


“Indenture” shall
have the meaning set forth on the reverse of this Security.


“Index” shall mean
the S&P 500® Index, as calculated, published and disseminated by S&P.


“Index Closing Level”
on
any Trading Day will generally equal the official closing level of the Index,
or any Successor Index thereto published following the regular official weekday
close of trading for the Index on that Trading Day.


“Index Ending Level” shall mean the Index
Closing Level on the Observation Date.


“Index Return”, as calculated by the Calculation Agent, is calculated as follows:


	
  

  	
  Index Ending Level - Index
  Starting Level

  	
   

  
	
  Index Starting Level

  



 


“Index Starting Level”
shall equal 1451.19, which was the Index Closing Level on the Pricing Date.


“Market Disruption Event”, with respect to the Index (or any Successor Index) shall mean:


·                  a suspension, absence or material limitation of trading of stocks then
constituting 20% or more of the level of the Index (or the relevant Successor
Index) on the Relevant Exchanges for such securities at any time during the one
hour period preceding the close of the principal trading session on such
Relevant Exchange;


·                  a breakdown or failure in the price and trade reporting systems of the
primary market of any Relevant Exchange as a result of which the reported
trading prices for stocks then constituting 20% or more of the level of the
Index (or the relevant Successor Index) at any time during the one hour period
preceding the close of the principal trading session on such Relevant Exchange
are materially inaccurate;


·                  a suspension, absence or material limitation of trading on any major
securities exchange for trading in futures or options contracts or exchange
traded funds related to the Index (or the relevant Successor Index) at any time
during the one hour period preceding the close of the principal trading session
on such exchange; or


·                  a decision to permanently discontinue trading in the relevant futures or
options contracts or exchange traded funds;


in each case as determined by the Calculation
Agent in its sole discretion.



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For the purpose of determining whether a Market
Disruption Event exists at any time, if trading in a security included in the
Index (or the relevant Successor Index) is materially suspended or materially
limited at that time, then the relevant percentage contribution of that
security to the level of the Index (or the relevant Successor Index) shall be
based on a comparison of:


·                  the portion of the level of the Index (or the relevant Successor Index)
attributable to that security relative to


·                  the overall level of the Index (or the relevant Successor Index),


in each case immediately before that suspension or
limitation.


For purposes of determining whether a Market
Disruption Event has occurred:


·                  a limitation on the hours or number of days of trading will not
constitute a Market Disruption Event if it results from an announced change in
the regular business hours of the Relevant Exchange or market;


·                  limitations pursuant to the rules of any Relevant Exchange similar to
NYSE Rule 80B (or any applicable rule or regulation enacted or promulgated by
any other self-regulatory organization or any government agency of scope
similar to NYSE Rule 80B as determined by the Calculation Agent in its sole
discretion) on trading during significant market fluctuations will constitute a
suspension, absence or material limitation of trading;


·                  a suspension of trading in futures or options contracts on an Index (or
the relevant Successor Index) by the primary securities market trading in such
contracts by reason of:


·                  a price change exceeding limits set by such exchange or market,


·                  an imbalance of orders relating to such contracts, or


·                  a disparity in bid and ask quotes relating to such contracts


will, in each such case,
constitute a suspension, absence or material limitation of trading in futures
or options contracts related to the Index (or the relevant Successor Index);
and


·                  a suspension, absence or material limitation of trading on any Relevant
Exchange or on the primary market on which futures or options contracts related
to the Index (or the relevant Successor Index) are traded will not include any
time when such market is itself closed for trading under ordinary
circumstances.



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“Maturity
Date” shall mean August 28, 2010, unless that day is not a Business Day, in which case the amount
equal to the Payment at Maturity that would otherwise be due on the scheduled
Maturity Date will instead be due on the next succeeding Business Day following
such scheduled Maturity Date, with the same effect as if paid on the scheduled
Maturity Date; provided that if due to a non-Trading Day or a Market Disruption
Event, the Observation Date is postponed so that it falls less than three
Business Days prior to the scheduled Maturity Date, the Maturity Date will be
the third Business Day following the Observation Date, as postponed.


“Observation Date” shall mean August 25,
2010, provided that if the Observation Date is not a Trading Day or if there is
a Market Disruption Event on such day, such Observation Date will be the
immediately succeeding Trading Day during which no Market Disruption Event
shall have occurred or be continuing; provided that the Index Ending Level will
not be determined on a date later than the eighth scheduled Trading Day after
the scheduled Observation Date, and if such day is not a Trading Day, or there
is a Market Disruption Event on such date, the Calculation Agent will determine
the Index Ending Level on such date in accordance with the formula for and
method of calculating the Index Closing Level last in effect prior to
commencement of the Market Disruption Event (or prior to the non-Trading Day),
using the Closing Price (or, if trading in the relevant securities has been
materially suspended or materially limited, its good faith estimate of the
Closing Price that would have prevailed but for such suspension or limitation
or non-Trading Day) on such eighth scheduled Trading Day of each security most
recently included in the Index.


“Participation Rate” shall be equal to
101.50%.


“Payment at Maturity”, as calculated by the
Calculation Agent for each $1,000 principal amount Security shall equal:


·                  If the Index Ending Level is equal to or above the
Index Starting Level, $1,000 + ($1,000 x Index Return x Participation Rate).


·                  If the Index Ending Level is below the Index
Starting Level by an amount equal to or less than the Protection Percentage,
$1,000.


·                  If the Index Ending Level is below the Index
Starting Level by more than the Protection Percentage, $1,000 + [$1,000 x
(Index Return + Protection Percentage)].


“Place of Payment”
shall mean the place or places where the Payment at Maturity on the Securities
is payable.


“Pricing Date” shall mean February 23, 2007.


“Protection Percentage” shall be equal to
15%.


“Relevant Exchange” for any security (or any
combination thereof) then included in the Index or any Successor Index, means
the primary exchange, quotation system (which includes bulletin board services)
or other market of trading for such security.



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“S&P”
shall mean Standard & Poor’s, a division of McGraw-Hill, Inc.


“Securities”
shall have the meaning set forth on the reverse of this Security.


“Security”
shall have the meaning set forth on the face of this Security.


“Successor Index” shall have the meaning
specified under “Discontinuation of the Index; Alteration of Method of
Calculation.”


“Trading Day” means a day, as determined by
the Calculation Agent, on which trading is generally conducted (i) on the
Relevant Exchanges for securities included in the Index (or the relevant
Successor Index) and (ii) the
exchanges on which futures or options contracts related to the Index (or the
relevant Successor Index) are traded, other than a day on which trading on such
Relevant Exchange or exchange on which such securities, futures or options
contracts are traded is scheduled to close prior to its scheduled weekday closing
time.


“Trustee” shall
have the meaning set forth on the reverse of this Security.


All terms used but not defined in this Security are
used herein as defined in the Calculation Agency Agreement or the Indenture.


Calculation Agent


The Calculation Agent will
determine, among other things, the Index Starting Level, the Index Closing
Level on the Observation Date, the Index Ending Level, the Index Return and the
payment at maturity, if any, on the Securities. In addition, the Calculation
Agent will determine whether there has been a Market Disruption Event or a
discontinuation of the Index and whether there has been a material change in
the method of calculating the Index. All calculations, determinations and
adjustments made by the Calculation Agent will be at the sole discretion of the
Calculation Agent and will, in the absence of manifest error, be conclusive for
all purposes and binding on Holders and on the Company. The Company may appoint
a different Calculation Agent from time to time after the date of the original
issue of the Securities without Holders consent and without notifying Holders.


Discontinuation of the Index;
Alteration of Method of Calculation


If S&P discontinues publication of the Index and
S&P or another entity publishes a successor or substitute index that the
Calculation Agent determines, in its sole discretion, to be comparable to the
discontinued Index (a “Successor Index”), then any Index Closing Level will be
determined by reference to the level of such Successor Index at the close of
trading on the Relevant Exchange or market for the Successor Index on each
Observation Date. Upon any selection by the Calculation Agent of a Successor
Index, the Calculation Agent will cause written notice thereof to be promptly
furnished to the Trustee, to the Company and to the Holders.


If S&P discontinues publication of the Index
prior to, and such discontinuation is continuing on, a Observation Date, and
the Calculation Agent determines, in its sole discretion, that no Successor
Index is available at such time, or the Calculation Agent has previously



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selected a Successor Index and publication of such
Successor Index is discontinued prior to, and such discontinuation is
continuing on, such Observation Date, or if S&P (or the publisher of any
Successor Index) fails to calculate and publish an Index Closing Level for the
Index (or any Successor Index) on any date when it would ordinarily do so in
accordance with its customary practice, then the Calculation Agent will
determine the Index Closing Level for such date. The Index Closing Level will
be computed by the Calculation Agent in accordance with the formula for and
method of calculating the Index or Successor Index, as applicable, last in
effect prior to such discontinuation or failure to calculate or publish an
Index Closing Level for the Index or Successor Index, as applicable, using the
Closing Price (or, if trading in the relevant securities has been materially
suspended or materially limited, its good faith estimate of the Closing Price
that would have prevailed but for such suspension or limitation) at the close
of the principal trading session on such date of each security most recently
composing the Index or Successor Index, as applicable.


If at any time the method of calculating the Index or a Successor Index,
or the level thereof, is changed in a material respect, or if the Index or a
Successor Index is in any other way modified so that the Index or such
Successor Index does not, in the opinion of the Calculation Agent, fairly
represent the level of the Index or such Successor Index had such changes or
modifications not been made, then the Calculation Agent will, at the close of
business in New York City on each date on which the Index Closing Level is to
be determined, make such calculations and adjustments as, in the good faith
judgment of the Calculation Agent, may be necessary in order to arrive at a
level of a stock index comparable to the Index or such Successor Index, as the
case may be, as if such changes or modifications had not been made, and the
Calculation Agent will calculate the Index Closing Level with reference to the
Index or such Successor Index, as adjusted. Accordingly, if the method of
calculating the Index or a Successor Index is modified so that the level of the
Index or such Successor Index is a fraction of what it would have been if there
had been no such modification (e.g., due to a
split in the Index), then the Calculation Agent will adjust its calculation of
the Index or such Successor Index in order to arrive at a level of the Index or
such Successor Index as if there had been no such modification (e.g., as if such split had not occurred).



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The following abbreviations, when used in the
inscription on the face of the within Security, shall be construed as though
they were written out in full according to applicable laws or regulations:


	
  TEN COM — 

  	
   

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT -         Custodian        

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
  TEN ENT — 

  	
   

  	
  as tenants by the entireties

  	
   

  	
  under Uniform Gifts to Minors

  
	
  JT TEN — 

  	
   

  	
  as joint tenants with right of

  	
   

  	
  Act

  	
   

  
	
   

  	
   

  	
  Survivorship and not as tenants in common

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



Additional abbreviations may also be used
though not in the above list.






 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto


PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  
	
  (Name and Address of
  Assignee, including zip code, must be printed or typewritten.)

  
	
   

  
	
  the within
  Security, and all rights thereunder, hereby irrevocably constituting and
  appointing

  
	
   

  
	
  to transfer the
  said Security on the books of the Company, with full power of substitution in
  the premises.

  
	
   

  
	
  Dated:

  
	
   

  
	
   

  	
   

  
			



NOTICE:  The
signature to this assignment must correspond with the name as it appears upon
the face of the within Security in every particular, without alteration or
enlargement or any change whatever.


Signature(s) Guaranteed:






THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED MEDALLION
SIGNATURE GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.



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