Exhibit
4.04


	
  CUSIP NO. 52517PT50

  	
   

  	
   

  
	
  ISIN NO. US52517PT503

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REGISTERED

  	
   

  	
  PRINCIPAL AMOUNT: $10,000,000

  
	
  No. R-1

  	
   

  	
   

  



 


LEHMAN BROTHERS HOLDINGS INC.


MEDIUM-TERM NOTE, SERIES I


FX DIGITAL BASKET NOTE
 DUE FEBRUARY 28, 2008


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. 
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
COMPANY (AS DEFINED BELOW) 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
DEPOSITORY TRUST COMPANY 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.


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN CERTIFICATED FORM (A “CERTIFICATED NOTE”), THIS GLOBAL 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 THE 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.













 


LEHMAN BROTHERS HOLDINGS INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the “Company,”
which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received, hereby promises to pay to CEDE
& Co., or registered assigns, on the Maturity Date, an amount equal to the
Redemption Amount.


The “Maturity Date” is February 28, 2008, or if such day is not a
Business Day, on the next following Business Day.


The “Redemption Amount” is the amount equal to the sum of the principal
amount of the Notes plus the Additional Amount, if any.


The “Additional Amount” is a single U.S. Dollar amount equal the
principal amount of the Notes multiplied by:


(A) 0%, if the
Basket Value is less than 0;


(B) 13.30%, if
the Basket Value is greater than or equal to 0 but less than 0.12; or


(C) 13.30% plus the product of the Leverage multiplied by the
difference of the Basket Value minus 0.12, if the Basket Value is greater than
or equal to 0.12.


The “Leverage” is 150%.


The “Reference Currencies” are the Brazilian
Real (BRL), Hungarian Forint (HUF), Indonesian Rupiah (IDR), Indian Rupee
(INR), Mexican Peso (MXN) and Turkish Lira (TRY).


The “Basket Value” equals the sum of:


(i) a quotient, the numerator of which is 0.6260 and the denominator of which is the Settlement Rate for BRL plus


(ii) a quotient, the numerator of which is 38.4260 and the denominator of which is the Settlement Rate for HUF plus


(iii) a quotient, the numerator of which is 1817.0000 and the denominator of which is the Settlement Rate for IDR plus


(iv) a quotient, the numerator of which is 4.4280 and the denominator of which is the Settlement Rate for INR plus


(v) a quotient, the numerator of which is 1.6503 and the denominator of which is the Settlement Rate for MXN plus


(vii) a quotient, the numerator of which is 0.0691 and the denominator of which is the Settlement Rate for TRY plus


(viii) a quotient, the numerator
of which is -1.0000 and
the denominator of which is the Settlement Rate for USD.



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The “Settlement
Rate” for each Reference Currency is the Reference Exchange Rate on the
Valuation Date, determined in accordance with the Settlement Rate Option
(subject to the occurrence of a Disruption Event).  The Settlement Rate for the USD shall be 1.


The “Reference
Exchange Rates” are the spot exchange rates for each of the Reference
Currencies quoted against the U.S. Dollar expressed as number of currency units
per USD 1.


The “Valuation Date” is February 25, 2008;
provided that, upon the occurrence of a Disruption Event with respect to a
Reference Currency, the Valuation Date for the affected Reference Currency may
be postponed (as described in “Disruption Events” below).


If the
Calculation Agent determines that a Disruption Event relating to one or more of
the Reference Currencies is in effect on the scheduled Valuation Date, the
Calculation Agent will determine the Basket Value using:


·                                          for each Reference
Currency that did not suffer a Disruption Event on the scheduled Valuation
Date, the Settlement Rate on the scheduled Valuation Date, and


·                                          for each Reference Currency
that did suffer a Disruption Event on the scheduled Valuation Date, the
Settlement Rate on the immediately succeeding scheduled Valuation Business Day
for such Reference Currency on which no Disruption Event occurs or is
continuing with respect to such Reference Currency;


provided, however, that if a
Disruption Event has occurred or is continuing with respect to a Reference
Currency on each of the three scheduled Valuation Business Days following the
scheduled Valuation Date, then (a) such third scheduled Valuation Business Day
shall be deemed the Valuation Date for the affected Reference Currency; and (b)
the Calculation Agent will determine the Settlement Rate for the affected
Reference Currency on such day in accordance with Fallback Rate Observation
Methodology.


For
purposes of the above, “scheduled Valuation Business Day” means a day that is
or, in the judgment of the Calculation Agent, should have been, a Valuation
Business Day for the affected Reference Currency.


A “Disruption
Event” means any of the
following events as determined in good faith by the Calculation Agent:


(A)                              the occurrence and/or existence of an event on any
day that has the effect of preventing or making impossible (x) the delivery of
USD from accounts inside the country for which a Reference Currency is the
lawful currency (such jurisdiction with respect to such Reference Currency, the
“Reference Currency Jurisdiction”) for that Reference Currency to accounts
outside that Reference Currency Jurisdiction; or (y) for HUF, MXN and TRY only,
the conversion of the Reference Currency into USD through customary legal
channels;



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(B)                                the occurrence of any
event causing the Reference Exchange Rate for the Reference Currency to be
split into dual or multiple currency exchange rates; or


(C)                                the Settlement Rate being unavailable for the
Reference Currency, or the occurrence of an event (i) in the Reference Currency
Jurisdiction for that Reference Currency that materially disrupts the market
for the Reference Currency or (ii) that generally makes it impossible to obtain
the Settlement Rate for the Reference Currency, on the Valuation Date.


A “Valuation Business Day” means,
with respect to each Reference Currency, any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close
(including for dealings in foreign exchange in accordance with the practice of
the foreign exchange market) in the city or jurisdiction indicated in the table
below:




	
  Reference Currency

  	
   

  	
  Valuation Business Day

  	
   

  	
  Principal Financial Center

  
	
  BRL

  	
   

  	
  Sao Paolo, Brasilia or Rio de Janeiro

  	
   

  	
  Sao Paolo, Brasilia or Rio de Janeiro

  
	
  IDR

  	
   

  	
  Jakarta

  	
   

  	
  Jakarta

  
	
  INR

  	
   

  	
  Mumbai

  	
   

  	
  Mumbai

  
	
  MXN

  	
   

  	
  Mexico City

  	
   

  	
  Mexico City

  
	
  HUF

  	
   

  	
  TARGET

  	
   

  	
  Budapest

  
	
  TRY

  	
   

  	
  TARGET

  	
   

  	
  Ankara

  






 


The “Settlement Rate Option”
for the BRL is the Brazilian Real/U.S. Dollar offered rate for U.S. Dollars,
expressed as the amount of Brazilian Reals per one U.S. Dollar, for settlement
in two Business Days reported by the Banco Central do Brasil on SISBACEN Data
System under transaction code PTAX-800 (“Consulta de Cambio” or Exchange Rate
Inquiry), Option 5 (“Cotacoes para Contabilidade” or Rates for Accounting
Purposes), which appears on Reuters Screen BRFR Page under the caption “Dolar
PTAX” at approximately 6:30 pm Sao Paolo time on the Trade Date or Valuation
Date, as applicable.  The Settlement Rate
Option for the IDR is the Indonesian Rupiah/U.S. Dollar spot rate at 11:00 a.m.,
Singapore time, expressed as the amount of Indonesian Rupiah per one U.S.
Dollar, for settlement in two Business Days, reported by the Association of
Banks in Singapore which appears on the Reuters Page ABSIRFIX01 to the right of
the caption “Spot” under the column “IDR” at approximately 11:30 a.m.,
Singapore time, on the Trade Date or Valuation Date, as applicable.  The Settlement Rate Option for the INR is the
Indian Rupee/U.S. Dollar reference rate, expressed as the amount of Indian
Rupee per one U.S. Dollar, for settlement in two Business Days reported by the
Reserve Bank of India which appears on the Reuters Screen RBIB Page at
approximately 2:30 p.m., Mumbai time, or as soon thereafter as practicable on
the Trade Date or Valuation Date, as applicable.  The Settlement Rate Option for the MXN is the
Mexican Peso/U.S. Dollar official fixing rate, expressed as the amount of
Mexican Pesos per one U.S. Dollar, for settlement in two business days reported
by Banco de Mexico which appears on Reuters Screen MEX01 Page under the heading
“USDMXNFIX=“ at the close of business in Mexico City on the Start Date or 



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such other relevant date.  The
Settlement Rate Option for the HUF is the HUF/EUR Fixing Rate divided by the
USD/EUR Fixing Rate.  The “HUF/EUR Fixing
Rate” is the Hungarian Forint/Euro fixing rate, expressed as the amount of
Hungarian Forint per one Euro which appears on Reuters Screen ECB37 to the
right of the caption “HUF” at approximately 2:15 p.m., Central European time,
on the Trade Date or Valuation Date, as applicable.  The “USD/EUR Fixing Rate” is the
U.S. Dollar/Euro fixing rate, expressed as the amount of U.S. Dollar per one
Euro which appears on Reuters Screen ECB37 to the right of the caption “USD” at
approximately 2:15 p.m., Central European time, on the Trade Date or Valuation
Date, as applicable.  The Settlement Rate
Option for the TRY is the TRY/EUR Fixing Rate divided by the USD/EUR Fixing
Rate.  The “TRY/EUR Fixing Rate” is the
Turkish Lira/Euro fixing rate, expressed as the amount of Turkish Lira per one
Euro which appears on Reuters Screen ECB37 to the right of the caption “TRY” at
approximately 2:15 p.m., Central European time, on the Trade Date or Valuation
Date, as applicable.  The term “business
day” solely as used in any Settlement Rate Option described above shall mean
any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which commercial banks are authorized or required by law, regulation or
executive order to close (including for dealings in foreign exchange in
accordance with the practice of the foreign exchange market) in the Principal
Financial Center for both (a) the Reference Currency and (b) the
currency against which the Reference Currency is quoted (the “base currency”)
in accordance with the Reference Exchange Rate specified in the applicable
pricing supplement, in each case as specified for the applicable Reference
Currency or base currency in the table below; provided that where either the
Hungarian Forint or Turkish Lira is the Reference Currency or the base currency
“business day” for the Hungarian Forint or Turkish Lira as the Reference
Currency or the base currency shall mean any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.


The screen or time of observation
indicated in relation to any Settlement Rate Option above shall be deemed to
refer to such screen or time of observation as modified or amended from time to
time, or to any substitute screen thereto.


The “Fallback
Rate Observation Methodology” means
that the reference exchange rate, Settlement Rate or other rate, as specified
in the applicable pricing supplement, in respect of a reference currency will
equal the noon buying rate in New York for cable transfers in foreign
currencies as announced by the Federal Reserve Bank of New York for customs
purposes (the “Noon Buying Rate”) on the relevant Valuation Date or such other
date specified in the applicable pricing supplement. If the Noon Buying Rate is
not announced on that date, the Reference Exchange Rate, Settlement Rate or
other rate for such Reference Currency will be calculated on the basis of the
arithmetic mean of the applicable spot quotations received by the Calculation
Agent at approximately 10:00 a.m., New York City time, on the Valuation
Business Day next succeeding the Valuation Date or such other date specified in
the applicable pricing supplement, for the purchase or sale for deposits in the
reference currency by the New York offices of three leading banks engaged in
the interbank market (selected in the sole discretion of the Calculation Agent)
(the “Reference Banks”). If fewer than three Reference Banks provide spot
quotations, then the Reference Exchange Rate, Settlement Rate or other rate, as
applicable, will be calculated on the basis of the arithmetic mean of the
applicable spot quotations received by the Calculation Agent at approximately
10:00 a.m., New York City time, on the relevant date from two Reference
Banks (selected in the sole discretion of the Calculation Agent), for the
purchase or sale for deposits in the Reference Currency. If these spot
quotations are available from only one Reference Bank, then the Calculation
Agent, in its sole discretion, will determine whether that quotation is reasonable
to be used. If no spot quotation is available, then the 



 5
 









Reference Exchange Rate, Settlement Rate or other rate, as
applicable, for such Reference Currency will be determined by the Calculation
Agent in good faith and in a commercially reasonable manner.


A “Business Day”,
notwithstanding any provision in the Indenture, is any day that is not is not a
Saturday or Sunday and that is not a day on which banking institutions in New
York City generally are authorized or obligated by law or executive order to be
closed.


The “Calculation Agent” means
Lehman Brothers Inc.


Except as provided below, the
Redemption Amount may, at the option of the Company, be made by check mailed to
the person entitled thereto at such person’s address as it appears on the
registry books of the Company.


Payment of the Redemption
Amount will be made in immediately available funds in accordance with the
normal procedures of the Trustee (or any duly appointed Paying Agent).


The Company will pay any
administrative costs imposed by banks in making payments in immediately
available funds, but any tax, assessment or governmental charge imposed upon
payments hereunder, including, without limitation, any withholding tax, will be
borne by the Holder hereof.


References herein to “U.S.
dollars” or “U.S.$” or “$” or “USD” are to the coin or currency of the United
States as at the time of payment is legal tender for the payment of public and
private debts.


Reference IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS NOTE SET FORTH ON THE REVERSE HEREOF. 
SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
IF SET FORTH AT THIS PLACE.


This Note shall not be valid or
become obligatory for any purpose until the certificate of authentication
hereon shall have been signed by the Trustee under the Indenture.



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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:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Andrew Yeung

  
	
   

  	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Aaron Guth

  
	
   

  	
   

  	
   

  	
  Title:   Assistant
  Secretary

  
						



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


	
   

  	
  CITIBANK, N.A.

  	
   

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  
				



 


 



 7















 


[REVERSE
OF NOTE]


LEHMAN BROTHERS
HOLDINGS INC.

MEDIUM-TERM NOTES, SERIES I
 FX DIGITAL BASKET-LINKED NOTE
 DUE FEBRUARY 28, 2008


Section 1.  General.  This Note is one of a duly authorized series
of Notes of the Company designated as the Medium-Term Notes, Series I, FX Digital Basket-Linked Note (herein
called the “Notes”).  The Notes are one of an indefinite
number of series of debt securities of the Company (collectively, the “Securities”)
issued or issuable under and pursuant to an indenture dated as of September 1,
1987, as amended and supplemented (the “Indenture”), duly executed and
delivered by the Company and Citibank, N.A., as Trustee (herein called the “Trustee”),
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 Trustee, the Company and the holders of
the Securities.  The separate series of
Securities 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 or repurchase rights (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
in the Indenture provided.


Section 2.  Principal
Amount for Indenture Purposes.  For
the purpose of determining whether Holders of the requisite amount of Notes of
this series outstanding under the Indenture have made a demand, given a notice
or waiver or taken any other action, the principal amount of this Note will be
deemed to be the principal amount of this Note then outstanding.


Section 3.  Modification
and Waivers.  The Indenture contains
provisions permitting the Company and the Trustee, with the consent of the
Holders of not less than 66-2/3% in aggregate principal amount of each series
of the Securities at the time Outstanding to be affected, 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 Additional Amount or the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon
or reduce any premium or other amount payable on redemption, or make the
Additional Amount or the principal amount thereof, premium or other amount
payable, if any, or interest thereon payable in any coin or currency other than
that herein above 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, on the
Additional Amount or the principal amount, 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 Note shall be conclusive and binding upon such Holder and upon all future
holders and owners of this Note and any Notes of this series which may be
issued in exchange or substitution herefor, irrespective of whether or not any
notation thereof is made upon this Note or such other Notes of this series.


Section 4.  Obligations
Unconditional.  No reference herein
to the Indenture and no provisions of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional,
to pay the Additional Amount or the principal amount on this Note at the place,
at the respective times, at the rate, and in the coin or currency herein
prescribed.


Section 5.  Defeasance.  The Indenture contains provisions for the
discharge of the Indenture and defeasance at any time of the indebtedness on
this Note upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.


Section 6.  Authorized
Form and Denominations.  The Notes of
this series are issuable in registered form, without coupons.  Each Note will be issued initially as either
a Global Security or a Certificated Note, at the option of the Company, in
denominations of $1,000 or whole multiples of $1,000, either at the office or
agency to be designated and maintained by the Company for such purpose in the
Borough of Manhattan, New York City, pursuant to the provisions of the
Indenture or at any of such other offices or agencies as may be designated and
maintained by the Company for such purpose pursuant to the provisions of the
Indenture, and in the manner and subject to the limitations provided in the
Indenture, but without the payment of any service charge, except for any tax or
other governmental charges imposed in connection therewith.  Notes of this series are exchangeable for a
like aggregate principal amount of Notes of this series of a different
authorized denomination, except that Global Securities will not be exchangeable
for Certificated Notes of this series.


Section 7.  Registration
of Transfer.  As provided in the
Indenture and subject to certain limitations as therein set forth, the transfer
of this Note is registrable in the Security Register, upon surrender of this
Note for registration of transfer, at the Corporate Trust Office or agency in a
Place of Payment for this Note, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar requiring such written instrument of transfer duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of this series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


If at any time the Depository notifies the Company
that it is unwilling or unable to continue as Depository or if at any time the
Depository shall no longer be eligible under the Indenture, the Company shall
appoint a successor Depository.  If a
successor Depository for the Notes of this series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company will issue, and the Trustee will













 


authenticate
and deliver, Notes of this series in definitive form in an aggregate principal
amount equal to the principal amount of this Note.


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 that may be imposed in connection therewith.


Prior to due presentment of this Note 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 Note is registered as the owner
hereof for all 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.


Section 8.  Events
of Default.  If an Event of Default
with respect to Notes of this series shall occur and be continuing, the amount
that may be declared due and payable upon any acceleration of the notes will be
determined by the Calculation Agent for the period from and including the Trade
Date to but excluding the date of early repayment and will equal, for each
note, the Redemption Amount, calculated as though the maturity and Valuation
Date of the notes were the date of early repayment. If a bankruptcy proceeding
is commenced in respect of Lehman Brothers Holdings, the claim of the
beneficial owner of a note for the period from and including the Trade Date to
but excluding the date of early repayment will be capped at the Redemption Amount,
calculated as though the maturity and Valuation Date of the notes were the date
of the commencement of the proceeding.


Section 9.  No
Recourse Against Certain Persons.  No
recourse for the payment of the Additional Amount 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 Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as 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.


Section 10.  Defined
Terms.  All terms used but not
defined in this Note are used herein as defined in the Indenture.


Section 11.  GOVERNING LAW.  THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.