EXHIBIT 4.01
MEDIUM-TERM NOTE - MASTER NOTE
__________December 20, 2002__________
(Date of Issuance)
___________________Lehman Brothers Holdings Inc._____________
("Issuer"), a corporation organized and existing under the laws of the State of
______Delaware___________, for value received, hereby promises to pay to Cede &
Co. or its registered assigns: (i) on each principal payment date, including
each amortization date, redemption date, repayment date, maturity date, and
extended maturity date, as applicable, of each obligation identified on the
records of Issuer (which records are maintained by Citibank, N.A. ("Paying
Agent")) as being evidenced by this Master Note, the principal amount then due
and payable for each such obligation, and (ii) on each interest payment date, if
any, the interest then due and payable on the principal amount for each such
obligation. Payment shall be made by wire transfer of United States dollars to
the registered owner, or in immediately available funds or the equivalent to a
party as authorized by the registered owner and in the currency other than
United States dollars as provided for in each such obligation, by Paying Agent
without the necessity of presentation and surrender of this Master Note.
REFERENCE IS ▇▇▇▇▇▇ MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE
SET FORTH ON THE REVERSE HEREOF.
This Master Note is a valid and binding obligation of Issuer.
IN WITNESS WHEREOF, Issuer has caused this instrument to be duly
executed under its corporate seal.
ATTEST: _____Lehman Brothers Holdings Inc._______
(Issuer)
__________________________ By: ___________________________________
(Signature) (Authorized Signature)
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Citibank, N.A.
(Trustee)
By: _____________________
(Authorized Signature)
This Master Note evidences indebtedness of Issuer of a single Series
________A________________
(Series Designator)
and Rank senior, which are designated ▇▇▇▇▇▇ Notes, Series A, due Nine Months
or More from the Date of Issue
(Secured/Unsecured/Senior/Junior/Subordinated/Unsubordinated)
(the "Debt Obligations"), all issued or to be issued under and pursuant to an
Indenture dated as of____September 1, 1987___, as amended (the "Indenture"),
duly executed and delivered by Issuer to Citibank, N.A. , as Trustee
("Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
duties, and immunities thereunder of Trustee and the rights thereunder of the
holders of the Debt Obligations. As provided in the Indenture, the Debt
Obligations may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption and repayment
provisions, if any, may be subject to different sinking, purchase, or analogous
funds, if any, may be subject to different covenants and events of default, any
may otherwise vary as in the Indenture provided or permitted. The Debt
Obligations aggregated with any other indebtedness of Issuer of this Series are
limited (except as provided in the Indenture) to the principal amount of
$_5,000,000,000___ designated as the Medium-Term Notes of Issuer Due 9 Months
_or More_ From Date of Issue.
No reference herein to the Indenture and no provision of this Master
Note or of the Indenture shall alter or impair the obligation of Issuer, which
is absolute and unconditional, to pay the principal of, premium, if any, and
interest, if any, on each Debt Obligation at the times, places, and rates, and
in the coin or currency, identified on the records of Issuer.
At the request of the registered owner, Issuer shall promptly issue and
deliver one or more separate note certificates evidencing each Debt Obligation
evidenced by this Master Note. As of the date any such note certificate or
certificates are issued, the Debt Obligations which are evidenced thereby shall
no longer be evidenced by this Master Note.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
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(Name, Address, and Taxpayer Identification Number of Assignee)
the Master Note and all rights thereunder, hereby irrevocably constituting and
appointing ______________________attorney to transfer said Master Note on the
books of Issuer with full power of substitution in the premises.
Dated: ______________________________________
(Signature)
Signature(s) Guaranteed: NOTICE: The signature on this assignment must
correspond with the name as written upon the face of
this Master Note, in every particular, without
alteration or enlargement or any change whatsoever.
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Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
Reference is hereby made to the further provisions of this Master Note set forth
in the Master Note Rider attached hereto.
▇▇▇▇▇▇ BROTHERS HOLDINGS INC.
RIDER
TO MASTER NOTE DATED DECEMBER 20, 2002
LEHMAN NOTES, SERIES A
This RIDER forms a part of and is incorporated into the Master Note
dated December 20, 2002, of ▇▇▇▇▇▇ Brothers Holdings Inc. (the "Issuer")
registered in the name of Cede & Co, or its registered assigns, evidencing the
Issuer's ▇▇▇▇▇▇ Notes, Series A (the "Debt Obligations").
REFERENCE IS ▇▇▇▇▇▇ MADE TO THE FURTHER PROVISIONS OF SUCH MASTER NOTE
(TOGETHER WITH THIS RIDER, ▇▇▇▇▇▇ REFERRED TO AS THIS "MASTER NOTE") SET FORTH
IN THE RECORDS OF THE ISSUER MAINTAINED BY THE TRUSTEE, WHICH RECORDS CONSIST OF
THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT DATED DECEMBER 20, 2002,
AND PROSPECTUS DATED JUNE 14, 2001 (EACH, AS IT MAY BE AMENDED OR SUPPLEMENTED,
A "PRICING SUPPLEMENT") RELATING TO EACH ISSUANCE OF DEBT OBLIGATIONS, AS FILED
BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH
AT THIS PLACE.
THIS MASTER NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITORY") OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS 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 SUCH 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.
Section 1. Defined Terms.
"Interest payment date", as used on the face of this Master
Note, shall have the same meaning as "Interest Payment Date", as defined in the
Indenture.
"Issuer", as used in this Master Note, shall have the same
meaning as "Company", as defined in the Indenture.
"Principal payment date", as used on the face of this Master
Note, shall have the same meaning as "Maturity", as defined in the Indenture.
All terms used but not defined in this Master Note are used
herein as defined in the Indenture.
Section 2. General. This Note is one of a duly authorized
series of Notes of the Issuer designated as the ▇▇▇▇▇▇ Notes, Series A. The Debt
Obligations evidenced by this Master Note are one of an indefinite number of
series of debt securities of the Company (herein called the "Securities") issued
or issuable under and pursuant to the Indenture. 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 repayment 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.
Each Pricing Supplement shall specify the terms of a
particular issuance of Debt Obligations that are not set forth, or are different
from those set forth, in this Master Note, including, without limitation, the
CUSIP Number, the aggregate principal amount of such issuance (the "Principal
Amount"), the issue date, the interest rate per annum, the interest payment
frequency, the first Interest Payment Date, the Maturity, whether optional
redemption applies to the Debt Obligations, the terms of such optional
redemption, if applicable, as set forth below, whether optional repayment
applies to the Debt Obligations, the terms of such optional repayment, if
applicable, as set forth below, and whether the Survivor's Option (as defined
below) applies to the Debt Obligations. The terms in a Pricing Supplement may
vary from and supersede the terms contained in this Master Note; if any terms in
the applicable Pricing Supplement are inconsistent with this Master Note, the
terms in the Pricing Supplement shall control.
The Issuer may, without the consent of the holders of the Debt
Obligations, create and issue additional notes ranking equally with the Debt
Obligations and otherwise similar in all respects, except for the issue date,
issue price and the payment of interest accruing prior to the issue date of such
additional notes, so that such further notes shall be consolidated and form a
single issuance with the Debt Obligations; provided, however, that no additional
notes can be issued if an Event of Default has occurred with respect to the Debt
Obligations.
Section 3. Payments of Principal and Interest. Unless
otherwise stated in the applicable Pricing Supplement, if the applicable Pricing
Supplement provides for monthly interest payments, the Interest Payment Date
shall be the fifteenth day of each calendar month, commencing in the calendar
month that next succeeds the month of the Issue Date; if the applicable Pricing
Supplement provides for quarterly interest payments, the Interest Payment Dates
shall be the fifteenth day of each third month, commencing in the third
succeeding calendar month following the month of the Issue Date; if the
applicable Pricing Supplement provides for semiannual interest payments, the
Interest Payment Dates shall be the fifteenth day of each sixth month,
commencing in the sixth succeeding calendar month following the month of the
Issue Date; and if the applicable Pricing Supplement provides for annual
interest payments, the Interest Payment Date shall be the fifteenth day of every
twelfth month, commencing in the twelfth succeeding calendar month following the
month of the Issue Date. Interest on a Debt Obligation shall be computed on the
basis of a 360-day year of twelve 30-day months or, in the case of an incomplete
month, the number of days elapsed. Each payment of interest hereon shall include
interest accrued through the day before the Interest Payment Date or date of
Maturity, as the case may be. In no event shall the interest rate of a Debt
Obligation be higher than the maximum rate permitted by applicable law, as the
same may be modified by United States law of general application.
Any payment of principal, premium, if any, or interest to be
made on any Interest Payment Date or on a date of Maturity that is not a
Business Day shall be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date or such date of
Maturity, as the case may be, and no additional interest shall accrue as a
result of such delayed payment.
Unless otherwise stated in the applicable Pricing Supplement,
the interest so payable on any Interest Payment Date shall, subject to certain
exceptions provided in the Indenture, be paid to the person in whose name a Debt
Obligation is registered at the close of business on the fifteenth day preceding
the Interest Payment Date (the "Regular Record Date"), whether or not a Business
Day; provided, however, that, notwithstanding any provision of the Indenture to
the contrary, interest payable on any date of Maturity shall be payable to the
Person to whom principal shall be payable; and provided, further, that, unless
otherwise specified in the applicable Pricing Supplement, in the case of a Debt
Obligation initially issued between a Regular Record Date and the Interest
Payment Date relating to such Regular Record Date, interest for the period
beginning on the Issue Date and ending on such Interest Payment Date shall be
paid on the Interest Payment Date following the next succeeding Regular Record
Date to the registered Holder on such next succeeding Regular Record Date.
Section 4. Redemption. If so specified in the applicable
Pricing Supplement, the Issuer may at its option redeem a Debt Obligation (i) in
whole or from time to time in part, or (ii) in whole but not in part, (a) on or
after the date designated as the initial Redemption Date in the applicable
Pricing Supplement, or (b) on the specific date or dates specified in the
applicable Pricing Supplement, at either a price based on a constant percentage
of the Principal Amount of such Debt Obligation as specified in the applicable
Pricing Supplement or at prices declining from the premium specified in the
applicable Pricing Supplement, if any, to 100% of the Principal Amount specified
in the applicable Pricing Supplement, together, in each case, with accrued
interest to the Redemption Date. The Issuer may exercise such option by causing
the Trustee to mail by first-class mail to the Holder hereof a notice of such
redemption at least 30 but not more than 60 days prior to the Redemption Date.
Unless otherwise specified in the applicable Pricing Supplement, if less than
all of the Debt Obligations with like tenor and terms to a Debt Obligation are
to be redeemed, the Debt Obligations to be redeemed shall, in the case of Debt
Obligations evidenced by this Master Note, be determined by the Depository and
its direct and indirect participants in accordance with standing instructions
and customary practices, and, in the case of certificated Debt Obligations, be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate in accordance with the provisions of the Indenture.
Section 5. Sinking Funds. Unless otherwise specified in the
applicable Pricing Supplement, no Debt Obligation shall be subject to any
sinking fund.
Section 6. Optional Repayment. If so specified in the
applicable Pricing Supplement, all or a specified part of a Debt Obligation
shall be repayable prior to the Maturity Date at the option of the Holder on the
date or dates specified in the applicable Pricing Supplement (each, an "Optional
Repayment Date") at the price specified in the applicable Pricing Supplement
(the "Optional Repayment Price"), together with accrued interest to the
applicable Optional Repayment Date. If a Debt Obligation is in certificated
form, in order for such Debt Obligation to be so repaid, the Trustee must
receive, at least 30 but not more than 45 days prior to an Optional Repayment
Date, either (i) such Debt Obligation with the form below entitled "Option to
Elect Repayment" duly completed or (ii) a telegram, telex, fax or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust issuer in the United
States setting forth the name of the Holder hereof, the Principal Amount, the
Principal Amount to be repaid, a description of the tenor and terms of such Debt
Obligation, a statement that the option to elect repayment is being exercised
thereby and a guarantee that such Debt Obligation with the form below entitled
"Option to Elect Repayment" duly completed will be received by the Paying Agent
not later than five Business Days after the date of such telegram, telex, fax or
letter and such Debt Obligation and form duly completed are received by the
Paying Agent by such fifth Business Day. Exercise of this repayment option shall
be irrevocable. Unless otherwise stated in the applicable Pricing Supplement,
the repayment option may be exercised by the Holder of a Debt Obligation with
respect to less than the Principal Amount then outstanding; provided, however,
that the Principal Amount of the Debt Obligation remaining outstanding after
repayment is an authorized denomination.
Section 7. Survivor's Option. If so specified in the
applicable Pricing Supplement, the Representative (defined below) of a deceased
beneficial owner of a Debt Obligation shall have the option to elect to require
repayment, in whole or from time to time in part, of such Debt Obligation
following the death of the beneficial owner (a "Survivor's Option"). The
Survivor's Option may not be exercised unless the Debt Obligation was acquired
by the beneficial owner at least six months prior to the trustee's receipt of
written request for repayment as provided below.
If the Survivor's Option is applicable to a Debt Obligation,
upon the valid exercise of the Survivor's Option, the Issuer shall repay the
Debt Obligation (or portion thereof), properly tendered for repayment by or on
behalf of the person (the "Representative") that has authority to act on behalf
of the deceased beneficial owner of a Debt Obligation under the laws of the
appropriate jurisdiction (including, without limitation, the personal
representative or executor of the deceased beneficial owner or the surviving
joint owner of the deceased beneficial owner) at a price equal to 100% of the
principal amount of the deceased beneficial owner's beneficial interest in such
Debt Obligation plus accrued interest to the date of such repayment, subject to
the following limitations:
1. The Issuer may, in its sole discretion, (i) limit the aggregate principal
amount of all ▇▇▇▇▇▇ Notes, without regard to series, as to which exercises of
the Survivor's Option shall be accepted from all deceased beneficial owners in
any calendar year (the "Annual Put Limitation") to an amount equal to the
greater of $2,000,000 or 2% of the Outstanding principal amount of all ▇▇▇▇▇▇
Notes, without regard to series, as of the end of the most recent calendar year,
or such greater amount as the Issuer in its sole discretion may determine for
such calendar year, and (ii) limit the aggregate principal amount of ▇▇▇▇▇▇
Notes, without regard to series, as to which exercises of the Survivor's Option
will be accepted in any calendar year from the authorized representative for any
individual deceased beneficial owner to $250,000, or such greater amount as the
Issuer in its sole discretion may determine for such calendar year (the
"Individual Put Limitation").
2. The Issuer shall not make principal repayments pursuant to exercise of the
Survivor's Option in amounts that are less than the minimum authorized
denomination, and, in the event that any partial exercise of the Survivor's
Option or the limitations described in the preceding sentence would result in
the partial repayment of any Debt Obligation, the principal amount of such Debt
Obligation remaining Outstanding after repayment must be at least the minimum
authorized denomination.
3. A valid exercise of the Survivor's Option with respect to any Debt
Obligation (or portion thereof) may not be withdrawn.
Each Debt Obligation (or portion thereof) that is tendered
pursuant to a valid exercise of the Survivor's Option shall be accepted in the
order of all such exercises that are received by the Trustee, except for any
Debt Obligation (or portion thereof) the acceptance of which would contravene
(i) the Annual Put Limitation, if applied, or (ii) the Individual Put
Limitation, if applied, with respect to the relevant individual deceased
beneficial owner. If, as of the end of any calendar year, the aggregate
principal amount of Debt Obligations (or portions thereof) that have been
tendered pursuant to the valid exercise of the Survivor's Option during such
year has exceeded either the Annual Put Limitation, if applied, or the
Individual Put Limitation, if applied, for such year, any exercise(s) of the
Survivor's Option with respect to Debt Obligations (or portions thereof) not
accepted during such calendar year because such acceptance would have
contravened either such limitation, if applied, shall be deemed to be tendered
in the following calendar year in the order all such Debt Obligations (or
portions thereof) were originally tendered. Any Debt Obligation (or portion
thereof) accepted for repayment pursuant to exercise of the Survivor's Option
shall be repaid on the first Interest Payment Date that occurs 20 or more
calendar days after the date of such acceptance. In the event that a Debt
Obligation (or any portion thereof) tendered for repayment pursuant to a valid
exercise of the Survivor's Option is not accepted, the Trustee shall deliver a
notice by first-class mail to the registered holder thereof, at its last known
address as indicated in the Security Register, that states the reason such Debt
Obligation (or portion thereof) has not been accepted for payment.
In order for a Survivor's Option to be validly exercised with
respect to any Debt Obligation (or portion thereof), the Trustee must receive
from the Representative (i) a written request for repayment signed by the
Representative, and such signature must be guaranteed by a firm that is a
participant in the Security Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or the Stock Exchange Medallion
Program, (ii) appropriate evidence satisfactory to the Trustee that (A) the
deceased was the beneficial owner of such Debt Obligation at the time of death
and the interest in such Debt Obligation was acquired by the deceased beneficial
owner at least six months prior to the Trustee's receipt of the request for
repayment, (B) the death of such beneficial owner has occurred, and the date of
such death, and (C) the Representative has authority to act on behalf of the
deceased beneficial owner, (iii) if the interest in such Debt Obligation is held
by a nominee or trustee of, custodian for, or another person in a similar
capacity to, the deceased beneficial owner, evidence satisfactory to the Trustee
from such nominee, trustee, custodian or similar person attesting to the
deceased's beneficial ownership in such Debt Obligation, (iv) tax waivers and
such other instruments or documents that the Trustee reasonably requires in
order to establish the validity of the beneficial ownership of the Debt
Obligations and the claimant's entitlement to payment, and (v) any additional
information the Trustee requires to evidence satisfaction of any conditions to
the exercise of such Survivor's Option or to document beneficial ownership or
authority to make the election and to cause the repayment of such Debt
Obligation. Subject to the Issuer 's right hereunder to impose the Annual Put
Limitation and the Individual Put Limitation, all questions as to the
eligibility or validity of any exercise of the Survivor's Option shall be
determined by the Trustee, in its sole discretion, which determination shall be
final and binding on all parties.
The death of a person holding a beneficial ownership interest in a Debt
Obligation: (a) with any person in a joint tenancy with right of survivorship;
or (b) with his or her spouse in tenancy by the entirety, tenancy in common, as
community property or in any other joint ownership arrangement, shall be deemed
the death of a beneficial owner of that note, and the entire principal amount of
the Debt Obligation held in this manner shall be subject to repayment by the
Issuer upon valid exercise of the Survivor's Option; provided, however, that the
death of a person holding a beneficial ownership interest in a Debt Obligation
as tenant in common with a person other than his or her spouse shall be deemed
the death of a beneficial owner only with respect to the such deceased person's
interests in the Debt Obligation, and only the deceased beneficial owner's
percentage interest in the principal amount of the Debt Obligation shall be
subject to repayment. If the ownership interest in a Debt Obligation is held by
a nominee for a beneficial owner or by a custodian under the Uniform Gifts to
Minors Act or Uniform Transfer to Minors Act, or by a trustee of a trust that is
wholly revocable by the beneficial owner, or by a guardian or committee for a
beneficial owner, the death of the beneficial owner of that Debt Obligation
shall constitute the death of the beneficial owner for purposes of the
Survivor's Option, if the beneficial ownership interest can be established to
the satisfaction of the Trustee. In these cases, the death of the nominee,
custodian, trustee, guardian or committee shall not be deemed the death of the
beneficial owner of such Debt Obligation for purposes of the Survivor's Option.
Section 8. Principal Amount For Indenture Purposes. For the
purpose of determining whether Holders of the requisite amount of Debt
Obligations outstanding under the Indenture have made a demand, given a notice
or waiver or taken any other action, the outstanding principal amount of this
Master Note shall be deemed to be the aggregate principal amount outstanding of
the Debt Obligations.
Section 9. Modification and Waivers. The Indenture contains
provisions permitting the Issuer 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 principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon or reduce any premium payable on
redemption, or make the principal thereof, or premium, if any, or interest
thereon payable in any coin or currency other than the lawful currency of the
United States of America, 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 or the
principal of, 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
Master Note shall be conclusive and binding upon such Holder and upon all future
holders and owners of this Master Note and any Debt Obligations which may be
issued in exchange or substitution herefor, irrespective of whether or not any
notation thereof is made upon this Master Note or such other Debt Obligations.
Section 10. Defeasance. The Indenture contains provisions for
the discharge of the Indenture and defeasance at any time of the indebtedness on
a Debt Obligation upon compliance by the Issuer with certain conditions set
forth therein, which provisions apply to all Debt Obligations.
Section 11. Authorized Form and Denominations. Unless
otherwise set forth in the applicable Pricing Supplement, Debt Obligations shall
be issued in denominations of $1,000 and any integral multiple of $1,000. Each
Debt Obligation shall be represented by this Master Note.
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, Debt Obligations may
be exchanged for an equal aggregate principal amount of Debt Obligations of like
tenor and of other authorized denominations, except that Debt Obligations in
global form shall not be exchangeable for Debt Obligations in definitive
certificated form except as provided below.
Section 12. Registration of Transfer. If at any time the
Depository notifies the Issuer 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 Issuer may appoint a successor Depository. If (a) a successor
depository for any Debt Obligations is not appointed by the Issuer within 90
days after the Issuer receives such notice or becomes aware of such
ineligibility or (b) the Issuer in its sole discretion decides to allow some or
all Debt Obligations to be exchangeable for definitive securities in registered
form, the Issuer shall issue, and the Trustee shall authenticate and deliver,
Debt Obligations in definitive form in an aggregate principal amount equal to
the Principal Amount of each such Debt Obligation, registered in the name or
names of the person or persons specified by the Depository in a written
instruction to the Security Registrar.
As provided in the Indenture and subject to certain
limitations as therein set forth, the transfer of a Debt Obligation is
registrable in the Security Register, upon surrender of such Debt Obligation for
registration of transfer, at the Corporate Trust Office or other office or
agency of the Issuer in a Place of Payment for such Debt Obligation, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Security Registrar duly executed by, the
Holder hereof or the Holder's attorney duly authorized in writing, and thereupon
one or more new Debt Obligations of this series of like tenor and of authorized
denominations and for the same aggregate principal amount, shall be issued to
the designated transferee or transferees.
No service charge shall be made for any such registration of
transfer or exchange, but the Issuer 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 a Debt Obligation for registration
of transfer, the Issuer, the Trustee and any agent of the Issuer or of the
Trustee may deem and treat the person in whose name such Debt Obligation is
registered as the absolute owner hereof (whether or not such Debt Obligation
shall be overdue and notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment hereof, or on account hereof, and
for all other purposes, and neither the Issuer nor the Trustee nor any agent of
the Issuer or of the Trustee shall be affected by any notice to the contrary.
All such payments made to or upon the order of such registered holder shall, to
the extent of the sum or sums paid, effectually satisfy and discharge liability
for moneys payable on such Debt Obligation.
Section 13. Events of Default. If an Event of Default with
respect to this Master Note shall occur and be continuing, the outstanding
principal amount of this Master Note may be declared due and payable in the
manner and with the effect provided in the Indenture. Upon payment (i) of the
aggregate applicable amounts of principal of this Master Note so declared due
and payable and (ii) of interest on any overdue principal and overdue interest
(in each case to the extent that the payment of such interest shall be legally
enforceable), all of the Issuer's obligations in respect of the payment of the
principal of and interest, if any, on this Master Note shall terminate.
Section 14. No Recourse Against Certain Persons. No recourse
for the payment of the principal of, or premium, if any, or interest on this
Master Note or any Debt Obligation, or for any claim based hereon or otherwise
in respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Issuer in the Indenture or any indenture supplemental thereto
or in this Master Note or any Debt Obligation, 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
Issuer or of any successor corporation, either directly or through the Issuer 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 of each Debt Obligation and
as part of the consideration for the issue hereof and of each Debt Obligation,
expressly waived and released.
Section 15. GOVERNING LAW. THIS MASTER NOTE AND THE DEBT
OBLIGATIONS EVIDENCED BY IT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
LEHMAN NOTES, SERIES A
OPTION TO ELECT REPAYMENT
The undersigned owner of the Debt Obligation specified below
hereby irrevocably elects to have the Issuer repay the principal amount of such
Debt Obligation or portion thereof below designated at (i) the Optional
Repayment Percentage multiplied by the principal amount of such Debt Obligation
to be repaid in respect of such principal amount plus accrued interest to the
Optional Repayment Date, if such Debt Obligation is to be repaid pursuant to the
Optional Repayment provision described in Section 6 of the Master Note Rider.
Any such election is irrevocable.
Dated:
----------------- Signature
Sign exactly as name
appears on the front of
this Debt Obligation
[SIGNATURE GUARANTEED -
required only if Debt
Obligations are to be
issued and delivered to
other than the registered
Holder]
CUSIP No.: __________
Interest rate: __________
Maturity: __________
Principal Amount to be Fill in for registration of
repaid, if amount to be Debt Obligations if to be issued
repaid is less than the therwise than to the registered Holder:
Principal Amount of this
Debt Obligation (Principal Amount Name:
remaining must be an Address:
authorized denomination)
(Please print name
$ and address including
----------------------- zip code)
SOCIAL SECURITY OR OTHER TAXPAYER
ID NUMBER