Exhibit 4.04


 


CUSIP
NO. 5252M0DM6


ISIN NO. US5252M0DM60


 


	
  REGISTERED

  	
  PRINCIPAL AMOUNT:
  $870,000

  



No. R-1


 


LEHMAN BROTHERS HOLDINGS INC.


 


MEDIUM-TERM NOTE, SERIES I


 


FX BASKET-LINKED NOTE
 DUE MARCH 1, 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 March 1, 2010, 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 to the principal amount of the
notes multiplied by the product of the Leverage times the Basket Return, if the
Basket Return is greater than zero; provided that the minimum Additional Amount
payable on the notes shall be zero.


 


The “Leverage”
is 100%.


 


The “Reference
Currencies” are the Euro (EUR), Japanese Yen (JPY), British Pound (GBP),
Canadian Dollar (CAD), Swedish Krona (SEK), and Swiss Franc (CHF).


 


The “Basket Return” equals
the sum of the Weighted Currency Returns for each Reference Currency.


 


The “Weighted
Currency Return” is, for EUR and GBP, the product of the Weighting for each of
EUR and GBP times a quotient, the numerator of which is the difference of the
Initial Reference Currency Rate for such Reference Currency minus the
Settlement Rate for such Reference Currency and the denominator of which is the
Settlement Rate for such Reference Currency. 
The Weighted Currency Return is, for JPY, CAD, SEK and CHF, the product
of the Weighting for each of JPY, CAD, SEK and CHF times a quotient, the
numerator of which is the difference of the Settlement Rate for such Reference
Currency minus the Initial Reference Currency Rate for such Reference Currency
and the denominator of which is the Initial Reference Currency Rate for such
Reference Currency.


 


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


 


	
  Reference
  Currency

  	
   

  	
  Weighting

  	
   

  	
  Initial Reference

  Currency Rate

  	
   

  
	
  EUR

  	
   

  	
  57.6

  	
  %

  	
  1.4883

  	
   

  
	
  JPY

  	
   

  	
  13.6

  	
  %

  	
  107.66

  	
   

  
	
  GBP

  	
   

  	
  11.9

  	
  %

  	
  1.9723

  	
   

  
	
  CAD

  	
   

  	
  9.1

  	
  %

  	
  0.9871

  	
   

  
	
  SEK

  	
   

  	
  4.2

  	
  %

  	
  6.2534

  	
   

  
	
  CHF

  	
   

  	
  3.6

  	
  %

  	
  1.0848

  	
   

  



 


2

















 


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


 


The “Reference
Exchange Rates” are, for EUR and GBP,
the spot exchange rates for each of EUR and GBP quoted against the U.S. dollar,
expressed as the number of USD per unit of the Reference Currency. The
Reference Exchange Rates for JPY, CAD, SEK and CHF are the spot exchange rate
for each of JPY, CAD, SEK and CHF, respectively, quoted against the U.S.
dollar, expressed as the number of units of the Reference Currency per one USD.


 


The “Valuation
Date” is February 24, 2010; 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).


 


The “Issue
Date” is February 29, 2008.


 


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 Return 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
conversion of the Reference Currency into USD through customary legal channels;
or (y) for any Reference Currency other than EUR, the delivery of USD from
accounts 


 


3

















 


inside
the Reference Currency Jurisdiction with respect to such Reference Currency to
accounts outside that Reference Currency Jurisdiction;


 


(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) for any Reference
Currency other than EUR, 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

  	
   

  	
  Screen Reference*

  	
   

  	
  Valuation Business Day

  
	
  EUR

  	
   

  	
  Reuters page

  EURUSDFIXM=WM (as substitute for 1FED)

  	
   

  	
  London

  
	
  JPY

  	
   

  	
  Reuters page

  USDJPYFIXM=WM (as substitute for 1FED)

  	
   

  	
  London

  
	
  GBP

  	
   

  	
  Reuters page

  GBPUSDFIXM=WM (as substitute for 1FED)

  	
   

  	
  London

  
	
  CAD

  	
   

  	
  Reuters page

  USDCADFIXM=WM (as substitute for 1FED)

  	
   

  	
  London

  
	
  SEK

  	
   

  	
  Reuters page

  USDSEKFIXM=WM (as substitute for 1FED)

  	
   

  	
  London

  
	
  CHF

  	
   

  	
  Reuters page

  USDCHFFIXM=WM (as substitute for 1FED)

  	
   

  	
  London

  






 






*
In each case, as observed at approximately 4:00 p.m. London time.


 


The “Settlement Rate Option” for
the EUR is the U.S. Dollar/Euro official fixing rate, expressed as the amount
of U.S. Dollars per one Euro, for settlement in two Business Days reported by
the Federal Reserve Bank of New York which appears on Reuters Screen 1FED to
the right of the caption “EUR” at approximately 10.00 a.m., New York time,
on the relevant Valuation Date.  The
Settlement Rate Option for the JPY is the Yen/U.S. Dollar official fixing rate,
expressed as the amount of Japanese Yen per one U.S. Dollar, for settlement in
two Business Days reported by the Federal Reserve Bank of New York which
appears on Reuters Screen 1FED to the right of the caption “JPY” at
approximately 10.00 a.m., New York time, on the relevant Valuation
Date.  The Settlement Rate Option for the
GBP is the U.S. Dollar/Sterling official fixing rate, expressed as the amount
of U.S. Dollars per one Sterling, for settlement in 


 


4

















 


two Business Days reported by the Federal Reserve Bank
of New York which appears on Reuters Screen 1FED to the right of the caption “GBP”
at approximately 10.00 a.m., New York time, on the relevant Valuation
Date.  The Settlement Rate Option for the
CAD is the Canadian Dollar/U.S. Dollar official fixing rate, expressed as the
amount of Canadian Dollars per one U.S. Dollar, for settlement in one Business
Day reported by the Federal Reserve Bank of New York which appears on Reuters
Screen 1FED to the right of the caption “CAD” at approximately 10.00 a.m.
New York time, on the relevant Valuation Date. 
The Settlement Rate Option for the SEK is the Swedish Krona/U.S. Dollar
official fixing rate, expressed as the amount of Swedish Krona per one U.S.
Dollar, for settlement in two Business Days reported by the Federal Reserve
Bank of New York which appears on Reuters Screen 1FED to the right of the
caption “SEK” at approximately 10.00 a.m., New York time, on the relevant
Valuation Date.  The Settlement Rate
Option for the CHF is the Swiss Franc/U.S. Dollar official fixing rate,
expressed as the amount of Swiss Francs per one U.S. Dollar, for settlement in
two Business Days reported by the Federal Reserve Bank of New York which
appears on Reuters Screen 1FED to the right of the caption “CHF” at
approximately 10.00 a.m., New York time, on the relevant Valuation Date.  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 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.


 


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.


 


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:
  February 29, 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


FX BASKET-LINKED NOTE
 DUE MARCH 1, 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, FX
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 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.