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.:
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CUSIP No.:
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PRINCIPAL AMOUNT:
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MERRILL LYNCH & CO.,
INC.
MEDIUM-TERM NOTES, SERIES
C
Strategic
Accelerated Redemption Securities SM
(the
“Notes”)
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ORIGINAL ISSUE DATE:
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STATED MATURITY:
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MARKET MEASURE:
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MARKET MEASURE PUBLISHER:
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STARTING VALUE:
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THRESHOLD LEVEL:
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CALL PREMIUM:
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CALL LEVEL:
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OBSERVATION DATE(S):
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LEVERAGE FACTOR:
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CALL AMOUNTS (per Unit):
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DEFAULT RATE:
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SPECIFIED CURRENCY:
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CALCULATION AGENT:
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DENOMINATIONS:
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BANKING BUSINESS DAY:
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MARKET MEASURE BUSINESS
DAY:
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MARKET MEASURE TYPE:
Commodity
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OTHER PROVISIONS:
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 payment described below on the Stated
Maturity or upon an automatic call (as set forth below).
Payment or delivery of the amount
due on this Global Note 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.
Automatic Call
This Global Note shall be
automatically called and subject to mandatory redemption if the
closing level of the Market Measure on any Observation Date is
equal to or greater than the applicable Call Level. If this Global
Note is called pursuant to the preceding sentence, the Holder shall
receive the Call Amount per Unit applicable to such Observation
Date.
If this Global Note is automatically
called on an Observation Date other than the Final Observation
Date, the Company shall redeem this Global Note and pay the
applicable Call Amount on the fifth Banking Business Day after the
applicable Observation Date, subject to postponement as described
below. If this Global Note is called on the Final Observation Date,
the Company shall redeem this Global Note and pay the Call Amount
on the Stated Maturity.
If an Observation Date (other than
the Final Observation Date) is not a Market Measure Business Day or
if there is a Market Disruption Event (as defined below) on such
day, the applicable Observation Date shall be the immediately
succeeding Market Measure Business Day during which no Market
Disruption Event shall have occurred or is continuing; provided
that the closing level of the Market Measure shall not be
determined on a date later than the tenth scheduled Market Measure
Business Day after the scheduled Observation Date, and if such day
is not a Market Measure Business Day, or if there is a Market
Disruption Event on such date, the Calculation Agent shall
determine (or, if not determinable, estimate, in a manner which is
considered commercially reasonable under the circumstances) the
closing level of the Market Measure on such tenth scheduled Market
Measure Business Day.
If the Final Observation Date is not
a Market Measure Business Day or if there is a Market Disruption
Event on such day, the Final Observation Date shall be the
immediately succeeding Market Measure Business Day during which no
Market Disruption Event shall have occurred or is continuing;
provided that the closing level of the Market Measure shall be
determined (or, if not determinable, estimated by the Calculation
Agent in a manner which is considered commercially reasonable under
the circumstances) on a date no later than the second
scheduled Market Measure Business Day prior to
the Stated Maturity, regardless of the occurrence of a Market
Disruption Event on that scheduled Market Measure Business
Day.
If, due to a Market Disruption Event
or otherwise, an Observation Date (other than the Final Observation
Date) is postponed so that it falls less than five Banking Business
Days prior to the scheduled date for payment of the applicable Call
Amount, the date on which the Call Amount for such Observation Date
shall be paid, if any, shall be the fifth Banking Business Day
following the Observation Date as postponed.
Payment on the Stated
Maturity
If this Global Note is not called on
any Observation Date, on the Stated Maturity, a Holder shall
receive a cash payment per Unit equal to the Redemption Amount per
Unit. The “Redemption Amount” with respect to each Unit
shall be determined by the Calculation Agent and shall
equal:
(i) If the
Ending Value (as defined below) is equal to or greater than the
Threshold Level, $10 per Unit; or
(ii) If the
Ending Value is less than the Threshold Level:
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$10 +
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[
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$10 ×
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(
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Ending Value – Threshold Level
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)
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× Leverage Factor
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]
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Starting Value
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The “Ending Value” shall
equal the closing level of the Market Measure on the Final
Observation Date.
Market Disruption
Events
“Market Disruption
Event” means one or more of the following events as
determined by the Calculation Agent:
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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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(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 our ability or the
ability of any of our affiliates to unwind all or a material
portion of a hedge with respect to this Global Note that we or our
affiliates have effected or may effect as described below under
“Use of Proceeds and Hedging”;
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provided that
, for any Observation Date, other
than the final Observation Date, a Market Disruption Event shall be
deemed to occur and, such Observation Date shall be postponed as
described under “Automatic Call”, only if such Market
Disruption Event, in the sole discretion of the Calculation Agent,
materially interferes with the ability of the Calculation Agent to
obtain a closing level for the Market Measure.
In the event a Market Disruption
Event has occurred on the final Observation Date, the Ending Value
will 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 will be based on the
exchange published settlement price on the final Observation
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 will be based on the
exchange published settlement price of each such contract on the
first day following the final Observation 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 final Observation 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 will
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
calc
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