Exhibit 4.01


 


CUSIP
NO. 5252M0FZ5


ISIN NO. US5252M0FZ55


 


	
  REGISTERED

  	
   

  	
  PRINCIPAL AMOUNT:
  $372,000

  
	
  No. R-1

  	
   

  	
   

  



 


LEHMAN BROTHERS HOLDINGS INC.


 


MEDIUM-TERM NOTE, SERIES I


 


NOTES LINKED TO A GLOBAL CURRENCY BASKET


DUE DECEMBER 30, 2010


 


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 December 30, 2010, or if such day is not a Business
Day, on the next following Business Day.


 


The “Valuation
Date” is December 23, 2010; provided that, upon the occurrence of a
Disruption Event with respect to a Basket Currency, the Valuation Date for the
affected Basket Currency may be postponed (as described in “Disruption Events”
below).


 


The “Redemption
Amount” is the amount equal to the sum of the principal amount of the Notes of
$1,000, plus the Additional Amount, if any.


 


The “Additional
Amount” is an amount per Note equal to the greater of (a) zero and (b) $1,000
multiplied by the product of the Basket Return times the Participation Rate.


 


The “Participation
Rate” is 550%.


 


The “Basket”
is the Brazilian Real (BRL), the Hungarian Forint (HUF), the Turkish Lira
(TRY), the Russian Ruble (RUB) and the Indonesian Rupiah (IDR), each a “Basket
Currency” and collectively the “Basket Currencies”.


 


The “Basket Return”
is a quotient, the numerator of which is the difference of the Basket Ending
Level minus the Basket Starting Level and the denominator of which is the
Basket Starting Level.


 


The “Basket
Starting Level” is set equal to 100 on the Trade Date.


 


The “Basket Ending
Level” is the Basket closing level on the Valuation Date, equal to the product
of 100 times the sum of 1 plus the sum of the Weighted Currency Returns.


 


The “Weighted
Currency Return” for each Basket Currency is the product of the Currency Return
for such Basket Currency times the Basket Currency Weighting for such Basket
Currency.


 


The “Currency
Return” for each Basket Currency is a quotient, the numerator of which is the
difference of the Initial Spot Rate for such Basket Currency minus the Final
Spot Rate for such Basket Currency and the denominator of which is the Final
Spot Rate for such Basket Currency.


 


The “Final Spot
Rate” for each Basket Currency is the Reference Exchange Rate for that Basket
Currency on the Valuation Date, determined by the Calculation Agent in
accordance with the Spot Rate Source (subject to the occurrence of a Disruption
Event).


 


The “Weighting”
and “Initial Spot Rate” for each Basket Currency are as follows:


 


2

















 


	
  Basket

  Currency

  	
   

  	
  Weighting

  	
   

  	
  Initial Spot

  Rate

  	
   

  
	
  BRL

  	
   

  	
  20

  	
  %

  	
  1.6046

  	
   

  
	
  HUF

  	
   

  	
  20

  	
  %

  	
  153.62

  	
   

  
	
  TRY

  	
   

  	
  20

  	
  %

  	
  1.2315

  	
   

  
	
  RUB

  	
   

  	
  20

  	
  %

  	
  23.6108

  	
   

  
	
  IDR

  	
   

  	
  20

  	
  %

  	
  9272

  	
   

  



 


The “Reference Exchange Rates” are, for each Basket
Currency, the spot exchange rates for that Basket Currency quoted against the
U.S. dollar, expressed as the number of units of the Basket Currency per one
USD.


 


The “Issue
Date” is June 30, 2008.


 


If a Disruption Event relating to one or more of the
Basket Currencies is in effect on the scheduled Valuation Date, the Calculation
Agent will calculate the Basket Return using:


 


·                                          for each Basket Currency that did  not suffer a Disruption Event on the scheduled
Valuation Date, the Final Spot Rate on the scheduled Valuation Date, and


 


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


 


provided, however, that if a Disruption Event has occurred or is continuing
with respect to a Basket 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 Basket Currency; and (b) the Calculation Agent will determine the
Final Spot Rate for the affected Basket 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 Basket Currency.


 


A “Disruption Event” means any of the following events
with respect to a Basket Currency, 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 Basket Currency Jurisdiction for that Basket
  Currency to accounts outside that Basket Currency Jurisdiction, or
  (y) for HUF and TRY only, the conversion of the Basket Currency into USD
  through customary legal channels;

  



 


3





















 


	
  (B)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (C)

  	
   

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

  



 


A
“Valuation Business Day” means, with respect to each Basket 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:


 


	
  Basket Currency

  	
   

  	
  Screen Reference

  	
   

  	
  Valuation Business Day

  
	
  BRL

  	
   

  	
  BRFR

  	
   

  	
  Brazilia, Rio de Janiero or São Paulo

  
	
  HUF

  	
   

  	
  The EUR/HUF rate
  on ECB37 divided by the EUR/USD rate on ECB37

  	
   

  	
  London

  
	
  TRY

  	
   

  	
  The EUR/TRY rate
  on ECB37 divided by the EUR/USD rate on ECB37

  	
   

  	
  London

  
	
  RUB

  	
   

  	
  EMTA

  	
   

  	
  Moscow

  
	
  IDR

  	
   

  	
  ABSIRFIX01

  	
   

  	
  Singapore

  



 


The
“Spot Rate Source” 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 Spot Rate Source for the HUF is the EUR/HUF Fixing Rate divided by
the EUR/USD Fixing Rate.  The “EUR/HUF
Fixing Rate” is the Euro/Hungarian Forint fixing rate, expressed as the amount
of Euro per one Hungarian Forint which appears on Reuters Screen ECB37 to the
right of the caption “HUF” at approximately 2:15 p.m., Central European
time, on the Valuation Date or such other relevant date.  The “EUR/USD Fixing Rate” is the Euro/U.S.
dollar fixing rate, expressed as the amount of Euro per one U.S. dollar which appears
on Reuters Screen ECB37 to the right of the caption “USD” at approximately 2:15 p.m.,
Central European time, on the Valuation Date or such other relevant date.  The Spot Rate Source for the TRY is the
EUR/TRY Fixing Rate divided by the EUR/USD Fixing Rate.  The “EUR/TRY Fixing Rate” is the Euro/Turkish
Lira fixing rate, expressed as the amount of Euro per one Turkish Lira which
appears on Reuters Screen ECB37 to the right of the caption “TRY” at
approximately 2:15 p.m., Central European time, on the Valuation Date or
such other relevant date.  The Spot Rate
Source for the RUB is the Russian Ruble/U.S. Dollar Specified Rate, expressed
as the amount of Russian Rubles per one U.S. Dollar, for settlement in 


 


4

















 


one Business Day, calculated
by the Chicago Mercantile Exchange (“CME”) and as published on CME’s website,
which appears on the Reuters Screen EMTA Page, at approximately 1:30 p.m.,
Moscow time, on the Valuation Date or such other relevant date.  The “Spot Rate Source” 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 relevant Valuation Date.


 


The term “business day”
solely as used in any Spot Rate Source 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 Basket Currency and (b) the currency against
which the Basket 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 Basket Currency or base currency in
the table above; provided that where the Turkish Lira or Hungarian Forint is
the Reference Currency or the base currency “business day” for the Turkish Lira
or Hungarian Forint 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 Final Spot Rate 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, Final Spot Rate or other rate, as specified in the applicable pricing
supplement, in respect of a basket 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, Final Spot Rate or other rate for such Basket 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 basket 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, Final Spot 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 Basket
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
Reference Exchange Rate, Final Spot Rate or other rate, as applicable, for such
Basket Currency 


 


5





















 


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.


 


6

















 


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:  June 30, 2008

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
  LEHMAN BROTHERS HOLDINGS
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Andrew Yeung

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Cindy Buckholz

  
	
   

  	
   

  	
  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


NOTES LINKED TO A GLOBAL CURRENCY BASKET


DUE DECEMBER 30, 2010


 


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,
Notes Linked to a Global Currency Basket (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 Issue Date to but
excluding the date of early repayment and will equal, for each note, the
Redemption Amount, calculated as the date of early repayment were the Maturity
Date. 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 Issue Date to but excluding the date of early repayment will be
capped at the Redemption Amount, calculated as though the date of the
commencement of the proceeding were the Maturity Date.


 


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.