EXHIBIT 4.04


 


CUSIP NO. 52517P6D8


ISIN NO. US52517P6D81


 


	
  REGISTERED

  	
   

  	
  PRINCIPAL
  AMOUNT: $2,200,000

  
	
  No. R-1

  	
   

  	
   

  



 


 


LEHMAN BROTHERS HOLDINGS INC.


 


MEDIUM-TERM NOTE, SERIES I


 


FX BASKET-LINKED NOTE
 DUE OCTOBER 31, 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 October 31,
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) 0.00%, if the Basket Return is less than or equal to 0.0; or


 


(B) 10.00%, if the Basket Return is greater than 0.0.


 


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


 


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


 


The “Weighted Currency Return” for each Reference
Currency is the product of the Weighting for such Reference Currency 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 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

  	
   

  
	
  BRL

  	
   

  	
  16.67

  	
  %

  	
  1.8409

  	
   

  
	
  HUF

  	
   

  	
  16.67

  	
  %

  	
  176.40

  	
   

  
	
  IDR

  	
   

  	
  16.67

  	
  %

  	
  9140

  	
   

  
	
  INR

  	
   

  	
  16.67

  	
  %

  	
  39.75

  	
   

  
	
  MXN

  	
   

  	
  16.66

  	
  %

  	
  10.9438

  	
   

  
	
  TRY

  	
   

  	
  16.66

  	
  %

  	
  1.2157

  	
   

  



 


 


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


 


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


 


2





















 


The “Valuation Date” is October 27, 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).


 


The “Issue Date” is October 3, 2007.


 


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 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 MXN and TRY only, the
conversion of the Reference Currency into USD through customary legal channels;


 


(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 


 


3





















 


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

  
	
  BRL

  	
   

  	
  BRFR

  	
   

  	
  Brazilia,
  Rio de Janiero or 

  São Paulo

  
	
  HUF

  	
   

  	
  The EUR/HUF fixing rate

  on ECB37 divided by the

  EUR/USD fixing rate on

  ECB37

  	
   

  	
  TARGET

  
	
  INR

  	
   

  	
  RBIB

  	
   

  	
  Mumbai

  
	
  IDR

  	
   

  	
  ABSIRFIX01

  	
   

  	
  Singapore

  
	
  MXN

  	
   

  	
  USDMXNFIX=

  	
   

  	
  Mexico City

  
	
  TRY

  	
   

  	
  The EUR/TRY fixing rate

  on ECB37 divided by the

  EUR/USD fixing rate on

  ECB37

  	
   

  	
  TARGET

  



 


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 p.m. Sao Paolo time on the
Valuation Date or such other relevant date. The Settlement Rate Option 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
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 on the
Valuation Date or such other relevant date.
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 on the Valuation Date or such
other relevant date. The Settlement
Rate Option for the MXN Reference Exchange Rate is the Mexican Peso/U.S. dollar
official fixing rate, expressed as the 


 


4

















 


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 Valuation Date or such
other relevant date. The
Settlement Rate Option 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
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 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 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 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.


 


5





















 


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: October 3,
  2007

  	
   

  
	
   

  	
   

  
	
  [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 OCTOBER 31, 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 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.