Exhibit 4.01


 


CUSIP
NO. 5252M0GP6


ISIN NO. US5252M0GP64


 


	
  REGISTERED

  	
  PRINCIPAL AMOUNT:
  $3,000,000

  
	
  No. R-1

  	
   

  



 


LEHMAN BROTHERS HOLDINGS INC.


 


MEDIUM-TERM NOTE, SERIES I


 


RETURN-ENHANCED NOTES LINKED TO A BASKET OF TEN COMMODITIES
 DUE JUNE 24, 2011


 


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 at
Maturity.


 


The “Maturity Date” is June 24, 2011, or
if such day is not a Business Day, on the next following Business Day.


 


The “Valuation
Date” is June 17, 2011,
or if such day is not a Valuation Business Day, the immediately preceding
Valuation Business Day; provided that
if a Disruption Event is in effect on the scheduled Valuation Date, the
Valuation Date may be postponed (as described below).


 


The “Redemption
Amount at Maturity” for each $1,000 note will be a single U.S. dollar payment
on the Maturity Date equal to:


 


(A)    the sum of $1,000 plus the product of $1,000 times the Basket Return
times the Participation Rate, if the Final Basket Level is greater than the
Initial Basket Level; or


 


(B)     $1,000, if the Final Basket Level is equal to or less than the Initial
Basket Level.


 


The “Component
Commodities” and “Commodity Weightings” are as follows:


 


	
  Component Commodities

  	
   

  	
  Component

  Weighting

  	
   

  
	
  Light sweet
  crude oil (“Crude Oil”)

  	
   

  	
  10.0

  	
  %

  
	
  Henry Hub
  natural gas (“Natural Gas”)

  	
   

  	
  10.0

  	
  %

  
	
  No. 2 fuel
  heating oil (“Heating Oil”)

  	
   

  	
  10.0

  	
  %

  
	
  Reformulated
  gasoline blendstock for oxygen blending (“RBOB
  Gasoline”)

  	
   

  	
  10.0

  	
  %

  
	
  Gold (“Gold”)

  	
   

  	
  10.0

  	
  %

  
	
  Copper – Grade A
  (“Copper”)

  	
   

  	
  10.0

  	
  %

  
	
  Primary Nickel
  (“Nickel”)

  	
   

  	
  10.0

  	
  %

  
	
  No. 2 Yellow Soybean (“Soybeans”)

  	
   

  	
  10.0

  	
  %

  
	
  No. 2 Yellow Corn (“Corn”)

  	
   

  	
  10.0

  	
  %

  
	
  Coffee Robusta
  (“Coffee”)

  	
   

  	
  10.0

  	
  %

  



 


The “Participation
Rate” is 105%.


 


The “Basket
Return” is a quotient, the numerator of which is the difference of the Final
Basket Level minus the Initial Basket Level and the denominator of which is the
Initial Basket Level, expressed as a percentage rounded to three decimal
places.


 


2





















 


The “Final
Basket Level” is the product of 100 times the sum of 1 plus the sum of the
Weighted Component Commodity Returns.


 


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


 


The “Trade
Date” is June 17, 2008.


 


The “Issue
Date” is June 24, 2008.


 


The “Weighted
Component Commodity Returns” are, for each Component Commodity, the product of
the Component Weighting times a quotient, the numerator of which is the
difference of the Final Commodity Price minus the Initial Commodity Price and
the denominator of which is the Initial Commodity Price for such Component Commodity.


 


The “Initial
Commodity Prices” for each Component Commodity are as follows:


 


	
  Component

  Commodity

  	
   

  	
  Initial Commodity

  Price

  	
   

  
	
  Crude Oil

  	
   

  	
  $

  	
  134.01

  	
   

  
	
  Natural Gas

  	
   

  	
  $

  	
  12.952

  	
   

  
	
  Heating Oil

  	
   

  	
  $

  	
  3.8222

  	
   

  
	
  RBOB Gasoline

  	
   

  	
  $

  	
  3.4179

  	
   

  
	
  Gold

  	
   

  	
  $

  	
  881.50

  	
   

  
	
  Copper

  	
   

  	
  $

  	
  8,181.00

  	
   

  
	
  Nickel

  	
   

  	
  $

  	
  23,500.00

  	
   

  
	
  Soybeans

  	
   

  	
  $

  	
  15.58

  	
   

  
	
  Corn

  	
   

  	
  $

  	
  7.4225

  	
   

  
	
  Coffee

  	
   

  	
  $

  	
  2,286.00

  	
   

  



 


The “Final
Commodity Price” is, for each Component Commodity, the Commodity Price on the
Valuation Date.


 


The “Commodity
Price” for each Component Commodity is as follows:


 


	
  Component

  Commodity

  	
   

  	
  Commodity
  Price

  
	
  Crude Oil

  Natural Gas

  Heating Oil

  RBOB Gasoline

  	
   

  	
  For each of Crude Oil,
  Natural Gas, Heating Oil and RBOB Gasoline, the official settlement price of
  the first nearby month futures contract (or, in the case of the last trading
  day of the first nearby month contract, the second nearby

  



 


3

















 


	
   

  	
   

  	
  month contract) for
  that Component Commodity, expressed (a) in the case of Crude Oil, as the
  U.S. dollar price per barrel, (b) in the case of Natural Gas, as the
  U.S. dollar price per million British thermal units (Btu) and (c) in the
  case of Heating Oil and RBOB Gasoline, as the U.S. dollar price per gallon ,
  in each case as made public by the Relevant Exchange for that Component
  Commodity (subject to the occurrence of a Disruption Event).

  
	
  Gold

  	
   

  	
  For Gold, the official
  afternoon fixing price, stated in U.S. dollars per fine troy ounce, as
  calculated and quoted by the Relevant Exchange (subject to the occurrence of
  a Disruption Event).

  
	
  Copper

  Nickel

  	
   

  	
  For each of Copper and
  Nickel, the official settlement price of that Component Commodity for cash
  delivery, expressed as the U.S. dollar price per metric ton of the Component
  Commodity, in each case as made public by the Relevant Exchange for that
  Component Commodity (subject to the occurrence of a Disruption Event).

  
	
  Soybeans

  	
   

  	
  The official settlement
  price of the first nearby month futures contract (or, in the case of the last
  14 trading days of the first nearby month futures contract, the second nearby
  month futures contract), expressed as the U.S. cent price per

  



 


4

















 


	
   

  	
   

  	
  bushel, as made public
  by the Relevant Exchange for that Component Commodity (subject to the
  occurrence of a Disruption Event).

  
	
  Corn

  	
   

  	
  The official settlement
  price of the relevant contract with the next succeeding “first notice date”
  (as defined below in “Information on the Component Commodities—Information on
  Corn and Soybeans and the CME”), expressed as the U.S. dollar price per
  bushel, as made public by the Relevant Exchange (subject to the occurrence of
  a Disruption Event).

  
	
  Coffee

  	
   

  	
  The official settlement
  price of the contract with the next succeeding “first notice date” (as
  defined below in “Information on the Component Commodities—Information on
  Coffee and the LIFFE”), expressed as the U.S. dollar price per metric ton, as
  made public by the Relevant Exchange (subject to the occurrence of a
  Disruption Event).

  



 


The “Relevant
Exchange” is, for each Component Commodity, the exchange or trading market set
forth opposite such Component Commodity below, or its successor, or if the
exchange or trading market set forth below is no longer the principal exchange
or trading market for a Component Commodity or options or futures contracts for
such Component Commodity, such other exchange or principal trading market for
the relevant Component Commodity as determined in good faith by the Calculation
Agent which serves as the source of prices for that Component Commodity, and
any principal exchanges or principal trading market where options or futures
contracts on that Component Commodity are traded:


 


	
  Component

  Commodity

  	
   

  	
  Relevant Exchange

  
	
  Crude
  Oil

  	
   

  	
  The
  NYMEX Division, or its successor, of the New York Mercantile Exchange, Inc.
  (“NYMEX”)

  



 


5

















 


	
  Natural
  Gas

  	
   

  	
  NYMEX

  
	
  Heating
  Oil

  	
   

  	
  NYMEX

  
	
  RBOB Gasoline

  	
   

  	
  NYMEX

  
	
  Gold

  	
   

  	
  London
  Bullion Market Association (“LMBA”)

  
	
  Copper

  	
   

  	
  London
  Metal Exchange (“LME”)

  
	
  Nickel

  	
   

  	
  LME

  
	
  Soybeans

  	
   

  	
  CME
  Group (“CME”) (as successor to The Chicago
  Board of Trade and the Chicago Mercantile Exchange)

  
	
  Corn

  	
   

  	
  CME

  
	
  Coffee

  	
   

  	
  Euronext.liffe
  (“LIFFE”)

  



 


A “Valuation
Business Day” is a day, as determined in good faith by the Calculation Agent,
on which the Relevant Exchange for each Component Commodity is scheduled to be
(or, but for the occurrence of a Disruption Event, would have been) open for
trading during its regular trading session (notwithstanding the Relevant
Exchange closing prior to its scheduled closing time).


 


If a
Disruption Event identified in clauses (A), (B) or (C) below relating
to one or more Component Commodities is in effect on the scheduled Valuation
Date, the Calculation Agent will calculate the Final Basket Level using:


 


·              for each such Component
Commodity that did not suffer a Disruption Event on the scheduled Valuation
Date, the Final Commodity Price for that Component Commodity on the scheduled
Valuation Date, and


 


·              for each such Component
Commodity that did suffer a Disruption Event on the scheduled Valuation Date,
the Final Commodity Price on the immediately succeeding trading day for such
Component Commodity on which no Disruption Event occurs or is continuing with
respect to such Component Commodity;


 


provided however that if a
Disruption Event has occurred or is continuing with respect to a Component
Commodity on each of the three scheduled trading days following the scheduled
Valuation Date, then (a) that third scheduled trading day shall be deemed
the Valuation Date for the affected Component Commodity; and (b) the
Calculation Agent will determine the Final Commodity Price for the affected
Component Commodity on such day in its sole and absolute discretion taking into
account the latest available quotation for the Commodity Price for the affected
Component Commodity and any other information that in good faith it deems
relevant.


 


If a
Disruption Event identified in clauses (D) or (E) below relating to
one or more Component Commodities (other than Gold) is in effect on the
Valuation Date, the Calculation Agent will determine the Final Commodity Price
for the affected Component Commodity on the scheduled Valuation Date in its
sole and absolute discretion taking into 


 


6

















 


account the latest available quotation
for the Commodity Price for the affected Component Commodity and any other
information that in good faith it deems relevant.


 


A “Disruption
Event” for a Component Commodity means, in each case as determined in good
faith by the Calculation Agent:


 


(A)          the suspension of or material limitation on trading in the
Component Commodity or futures contracts or options related to the Component
Commodity, on the Relevant Exchange for that Component Commodity;


 


(B)           either (i) the failure of trading to commence, or
permanent discontinuance of trading, in the Component Commodity, or futures
contracts or options related to the Component Commodity, on the Relevant
Exchange for that Component Commodity, or (ii) the disappearance of, or of
trading in, the Component Commodity;


 


(C)           the failure of the Relevant Exchange for the Component
Commodity to publish the official daily settlement price of the Component
Commodity for that day (or the information necessary for determining the
settlement price);


 


(D)          solely with respect to Component Commodities other than
Gold, the occurrence since the Trade Date of a material change in the content,
composition, or constitution of the Component Commodity; or


 


(E)           solely with respect to Component Commodities other than
Gold, the occurrence since the Trade Date of a material change in the formula
for or the method of calculating the settlement price of the Component
Commodity.


 


For the
purpose of determining whether a Disruption Event for a Component Commodity has
occurred:


 


(1)           a limitation on the hours in a trading day and/or number of
days of trading will not constitute a Disruption Event if it results from an
announced change in the regular business hours of the Relevant Exchange for the
Component Commodity;


 


(2)           a suspension in trading in a Component Commodity on the
Relevant Exchange for that Component Commodity (without taking into account any
extended or after-hours trading session), by reason of a price change
reflecting the maximum permitted price change from the previous trading day’s
settlement price will constitute a Disruption Event; and


 


(3)           a suspension of or material limitation on trading on a
Relevant Exchange for a Component Commodity will not include any time when the
Relevant Exchange for that Component Commodity is closed for trading under
ordinary circumstances.


 


7

















 


For
purposes of calculating the Final Basket Level in the event of a Disruption
Event relating to one or more Component Commodities in accordance with the above,
“trading day” means a day, as determined in good faith by the Calculation
Agent, on which trading is generally conducted on the Relevant Exchange
applicable to the affected Component Commodity.


 


The “Calculation Agent” means Lehman Brothers
Commodity Services Inc, the determinations and calculations of which will be
binding absent manifest error.


 


Except as provided below, any Redemption Amount at Maturity 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 any Redemption Amount at Maturity 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.


 


8

















 


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 24,
  2008

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
  LEHMAN BROTHERS
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew M.W. 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

  	
   

  



 


9

















 


[REVERSE
OF NOTE]


 


LEHMAN BROTHERS
HOLDINGS INC.


MEDIUM-TERM NOTES,
SERIES I


RETURN-ENHANCED NOTES LINKED TO A BASKET OF TEN COMMODITIES  
 DUE JUNE 24, 2011


 


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, Return-Enhanced Notes Linked to a Basket of
Ten Commodities (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 Redemption Amount at Maturity 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
Redemption Amount at Maturity 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 Redemption Amount at Maturity 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 any
Redemption Amount at Maturity 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 at Maturity, 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 at Maturity, 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 Redemption
Amount at Maturity 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.