EXHIBIT (4)
THIS NOTE IS A GLOBAL NOTE WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITORY TRUST COMPANY (THE
“DEPOSITORY”) TO A NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS GLOBAL NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), 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.
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REGISTERED No.:
R-
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CUSIP No.:
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PRINCIPAL AMOUNT:
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MERRILL LYNCH & CO.,
INC.
MEDIUM-TERM NOTE, SERIES C
Conditional Participation Notes
(the “Notes”)
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MARKET
MEASURE:
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MARKET MEASURE
PUBLISHER:
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MARKET MEASURE
TYPE:
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Commodity
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STATED
MATURITY:
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ORIGINAL ISSUE
DATE:
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VALUATION
DATE:
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STARTING
VALUE:
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BASE
VALUE:
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MINIMUM
REDEMPTION AMOUNT:
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PARTICIPATION
RATE:
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THRESHOLD
LEVEL:
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THRESHOLD
PAYMENT:
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MARKET MEASURE
BUSINESS DAY:
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CALCULATION
AGENT:
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DENOMINATIONS:
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SPECIFIED
CURRENCY:
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Integral
multiples of $10 (unless otherwise specified)
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United States
dollar (unless otherwise specified)
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OTHER PROVISIONS:
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MERRILL LYNCH & CO., INC.,
a Delaware corporation (hereinafter referred to as the
“Company”, which term includes any successor
corporation under the Indenture herein referred to), for value
received, hereby promises to pay to CEDE & CO., or its
registered assigns, the Redemption Amount (as defined below) per
Unit on the Stated Maturity.
Payment or delivery of the
Redemption Amount and any interest on any overdue amount thereof
with respect to this Global Note shall be made at the office or
agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender
for payment of public and private debts.
All determinations made by the
Calculation Agent, absent a determination of manifest error, shall
be conclusive for all purposes and binding on the Company and the
holders and beneficial owners of this Global Note.
Payment on the Stated
Maturity
On the Stated Maturity, a Holder
shall receive a cash amount equal to, with respect to each Unit,
the Redemption Amount per Unit.
The “Redemption Amount”
per Unit shall be determined by the Calculation Agent and shall
equal:
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(a)
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If the Ending
Value (as defined below) is greater than the Threshold
Level:
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Base Value + Threshold
Payment
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(b)
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If the Ending
Value is less than or equal to the Threshold Level and greater than
the Starting Value:
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Base Value +
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[
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$10 ×
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(
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Ending Value – Starting Value
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)
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× Participation Rate
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]
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Starting Value
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(c)
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If the Ending
Value is less than or equal to the Starting Value, the Minimum
Redemption Amount per Unit.
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The Redemption Amount cannot be less
than the Minimum Redemption Amount per Unit.
The “Ending Value” shall
be the closing level of the Market Measure on the Valuation
Date.
If the Valuation Date is not a
Market Measure Business Day or a Market Disruption Event (as
defined below) occurs or is continuing on that date, then the
closing level of the Market Measure on the Valuation Date shall
equal the closing level of the Market Measure on the next scheduled
Market Measure Business Day prior to the Stated Maturity on which a
Market Disruption Event has not occurred or is not continuing,
provided however, that if a Market Disruption Event is still
continuing on the second scheduled Market Measure Business Day
preceding the Stated Maturity, the Ending Value will be determined
by the Calculation Agent (or, if not determinable, estimated by the
Calculation Agent) in a manner which is considered commercially
reasonable under the circumstances.
7
If a Market Disruption Event occurs
on the Valuation Date, the level of the Market Measure and the
Ending Value shall be determined by the Calculation Agent pursuant
to the following “Market Disruption
Calculation”:
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(1)
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with respect to
each Market Measure component, which is not affected by the Market
Disruption Event, the Market Measure level shall be based on the
exchange published settlement price on the Valuation
Date;
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(2)
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with respect to
each Market Measure component which is affected by the Market
Disruption Event, the Market Measure level shall be based on the
exchange published settlement price of each such contract on the
first day following the Valuation Date on which no Market
Disruption Event occurs with respect to such contract. In the event
that a Market Disruption Event occurs with respect to any contract
included in the Market Measure on the Valuation Date and on each
day to and including the second scheduled Market Measure Business
Day prior to maturity (the “Cut-Off Date”), the price
of such contract used to determine the Ending Value shall be
estimated by the Calculation Agent in a manner which the
Calculation Agent considers commercially reasonable under the
circumstances; and
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(3)
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the Calculation
Agent shall determine the Market Measure level by reference to the
exchange published settlement prices or other prices determined in
clauses (1) and (2), above, using the then current method for
calculating the Market Measure. The exchange on which a futures
contract included in the Market Measure is traded for purposes of
the foregoing definition means the exchange used to value such
futures contract for the calculation of the Market
Measure.
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Adjustments to the Market
Measure ; Market
Disruption Events
If at any time a Market Measure
Publisher makes a material change in the formula for or the method
of calculating the Market Measure or in any other way materially
modifies the Market Measure so that the Market Measure does not, in
the opinion of the Calculation Agent, fairly represent the level of
the Market Measure had those changes or modifications not been
made, then, from and after that time, the Calculation Agent shall,
at the close of business in New York, New York, on each date
that the closing level of the Market Measure is to be calculated,
make any adjustments as, in the good faith judgment of the
Calculation Agent, may be necessary in order to arrive at a
calculation of a level of the Market Measure as if those changes or
modifications had not been made, and calculate the closing level
with reference to the Market Measure, as so adjusted.
“Market Disruption
Event” means one or more of the following events as
determined by the Calculation Agent in its sole
discretion:
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(1)
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a material
limitation, suspension, or disruption of trading in one or more
Market Measure components which results in a failure by the
exchange on which each applicable Market Measure component is
traded to report an exchange published settlement price for such
contract on the day on which such event occurs or any succeeding
day on which it continues;
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8
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(2)
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the exchange
published settlement price for any Market Measure component is a
“limit price”, which means that the exchange published
settlement price for such contract for a day has increased or
decreased from the previous day’s exchange published
settlement price by the maximum amount permitted under applicable
exchange rules;
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(3)
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failure by the
applicable exchange or other price source to announce or publish
the exchange published settlement price for any Market Measure
component;
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(4)
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a suspension of
trading in one or more Market Measure components, for which the
trading does not resume at least ten (10) minutes prior to the
scheduled or rescheduled closing time; or
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(5)
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any other
event, if the Calculation Agent determines in its sole discretion
that the event materially interferes with the Company’s
ability or the ability of any of its affiliates to unwind all or a
material portion of a hedge with respect to the Notes that the
Company or its affiliates have effected or may effect.
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Discontinuance of the Market
Measure
If the Market Measure Publisher
discontinues publication of the Market Measure and the Market
Measure Publisher or another entity publishes a successor or
substitute market measure that the Calculation Agent determines, in
its sole discretion,
