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-1
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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
Leveraged Index
Return Notes ®
(the
“Notes”)
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MARKET
MEASURE:
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MARKET MEASURE
PUBLISHER:
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ORIGINAL ISSUE
DATE:
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STARTING
VALUE:
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THRESHOLD
VALUE:
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CAPPED
VALUE:
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STATED
MATURITY:
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PARTICIPATION
RATE:
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DOWNSIDE
LEVERAGE FACTOR:
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MARKET MEASURE
BUSINESS DAY:
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CALCULATION
DAY:
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CALCULATION
AGENT:
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Merrill Lynch, Pierce,
Fenner & Smith Incorporated
(unless otherwise specified)
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DENOMINATIONS:
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SPECIFIED
CURRENCY:
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Integral
multiples of $10 principal amount (each, a “Unit”)
(unless otherwise specified)
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United States
dollar (unless otherwise specified)
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OTHER PROVISIONS:
1
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 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 greater than the Starting
Value:
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$10 +
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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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;
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Starting Value
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provided, however, the Redemption
Amount per Unit shall not exceed the Capped Value; or
(ii) If the
Ending Value is equal to or less than the Starting Value but is
equal to or greater than the Threshold Value, the $10 original
public offering price per Unit; or
(iii) If the
Ending Value is less than the Threshold Value:
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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 Value
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)
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× Downside 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 Calculation
Day, provided that if a Market Disruption Event occurs on that
date, the Ending Value shall be determined according to the Market
Disruption Calculation (as described below).
Market Disruption
Events
“Market Disruption
Event” shall mean 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
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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.
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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 the Company’s 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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In the event a Market Disruption
Event has occurred on the Calculation Day, the Market Measure level
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 Calculation
Day.
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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 Calculation Day 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 Calculation Day and on each
day to and including the second scheduled Market Measure Business
Day prior to maturity, 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.
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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
If at any time the 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
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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 a commodity futures index comparable to
such specific 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.
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, to be comparable to the Market Me
