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
Merrill Lynch
Long Short Notes SM
(the
“Notes”)
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MARKET
MEASURE:
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MARKET MEASURE
PUBLISHER:
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MARKET MEASURE
COMPONENTS:
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ORIGINAL ISSUE
DATE:
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STATED
MATURITY:
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STARTING
VALUE:
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MARKET MEASURE
BUSINESS DAY:
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CALCULATION
PERIOD:
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CALCULATION
DAY:
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EARLY
REDEMPTION VALUE:
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CALCULATION
AGENT:
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DENOMINATIONS:
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SPECIFIED
CURRENCY:
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DEFAULT
RATE:
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MARKET MEASURE TYPE:
Equity
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BUSINESS
DAY:
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The Multiplier for each Market
Measure Component is shown below:
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Market Measure
Components
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For the avoidance of doubt, the
multiplier for the
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is a negative
number.
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The Early Redemption Fee per Unit as
of the indicated date is set forth in the table below:
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Early
Redemption
Date
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Early Redemption Fee
per Unit
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If this Global Note is redeemed on a
date that is not listed above, the Calculation Agent shall
determine the applicable Early Redemption Fee per Unit by
performing a straight-line interpolation between (i) the Early
Redemption Fee for the Early Redemption Date listed in the table
above immediately preceding the actual Early Redemption Date and
(ii) the Early Redemption Fee for the Early Redemption Date
listed in the table above immediately following the actual Early
Redemption Date.
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 or the Redemption Amount per Unit minus
the applicable Early Redemption Fee per Unit on the Early
Redemption Date (as defined below), as applicable.
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 the Notes.
Payment on the Stated
Maturity
Unless this Global Note has
previously been redeemed by the Company, on the Stated Maturity, a
Holder shall receive a cash payment equal to the Redemption Amount
per Unit. The “Redemption Amount” per Unit with respect
to this Global Note shall be determined by the Calculation Agent
and shall equal:
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$10 ×
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(
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Ending Value
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)
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Starting Value
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The “Ending Value” shall
be determined by the Calculation Agent and shall equal the average
of the closing levels of the Market Measure on each of the
Calculation Days during the Calculation Period. If there are fewer
Calculation Days during the Calculation Period than scheduled, then
the Ending Value shall equal the average of the closing levels of
the Market Measure on those Calculation Days. If there is only one
Calculation Day during the Calculation Period, then the Ending
Value shall equal the closing level of the Market Measure on that
Calculation Day. If no Calculation Days occur during the
Calculation Period, then the Ending Value shall equal the closing
level of the Market Measure determined (or, if not determinable,
estimated by the Calculation Agent in a manner which it considers
commercially reasonable under the circumstances) on the last
scheduled Market Measure Business Day in the Calculation Period,
regardless of the occurrence of a Market Disruption Event on that
scheduled Market Measure Business Day.
For all purposes of this Global
Note, the Calculation Agent shall calculate the closing level of
the Market Measure by summing the products of the closing levels
for each Market Measure Component on a Calculation Day and the
Multiplier applicable to each Market Measure Component as set forth
above. The Multipliers will remain fixed over the term of the
Notes, except that the Calculation Agent may in its good faith
judgment adjust the Multiplier of any Market Measure Component in
the event such Market Measure Component is changed or
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modified in a manner that does not, in the
opinion of the Calculation Agent, fairly represent the level of
such Market Measure Component had those material changes or
modifications not been made.
Market Disruption
Events
“Market Disruption
Event” means either of the following events as determined by
the Calculation Agent:
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(A)
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the suspension
of or material limitation on trading, in each case, for more than
two hours of trading, or during the one-half hour period preceding
the close of trading, on one or more of the primary exchanges where
stocks included in a Market Measure Component trade as determined
by the Calculation Agent (without taking into account any extended
or after-hours trading session), in 20% or more of the stocks
included in any Market Measure Component or any Successor Market
Measure; or
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(B)
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the suspension
of or material limitation on trading, in each case, for more than
two hours of trading, or during the one-half hour period preceding
the close of trading, on any exchange (without taking into account
any extended or after-hours trading session), whether by reason of
movements in price otherwise exceeding levels permitted by the
applicable exchange or otherwise, in option or futures contracts
related to a Market Measure Component or any Successor Market
Measure, which are traded on any major United States
exchange.
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For the purpose of determining
whether a Market Disruption Event has occurred:
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(1)
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a limitation on
the hours in a trading day and/or number of days of trading shall
not constitute a Market Disruption Event if it results from an
announced change in the regular business hours of the applicable
exchange;
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(2)
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a decision to
permanently discontinue trading in the relevant futures or options
contracts related to a Market Measure Component, or any Successor
Market Measure, shall not constitute a Market Disruption
Event;
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(3)
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a suspension in
trading in a futures or option contract on a Market Measure
Component or any Successor Market Measure, by a major securities
market by reason of (a) a price change violating limits set by
that securities market, (b) an imbalance of orders relating to
those contracts or (c) a disparity in bid and ask quotes
relating to those contracts shall constitute a suspension of or
material limitation on trading in futures or option contracts
related to that stock or index;
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(4)
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a suspension of
or material limitation on trading on the applicable exchange shall
not include any time when that exchange is closed for trading under
ordinary circumstances; and
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(5)
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for the purpose
of clause (A) above, any limitations on trading during
significant market fluctuations under NYSE Rule 80B, or any
applicable rule or regulation enacted or promulgated by the NYSE or
any other self regulatory organization or the Securities and
Exchange Commission of similar scope as determined by the
Calculation Agent, shall be considered
“material”.
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Redemption Event
If on any date before the first
scheduled Calculation Day of the Calculation Period the closing
level of the Market Measure is equal to or less than the Early
Redemption Value, this Global Note shall be redeemed by the Company
on the fifth Business Day following such date (the “Early
Redemption Date”). If this redemption event is triggered, on
the Early Redemption Date, a Holder shall receive a cash payment
per Unit of this Global Note equal to the Redemption Amount per
Unit minus the applicable Early Redemption Fee per Unit; provided,
however, for purposes of calculating the Redemption Amount to be
paid on an Early Redemption Date, the Ending Value shall equal the
average of the closing levels of the Market Measure on the two
scheduled Market Measure Business Days immediately succeeding the
date the closing level of the Market Measure was equal to or less
than the Early Redemption Value; provided that if a Market
Disruption Event occurs on the first such date and as a result
there is only one day on which the closing level of the Market
Measure is calculated, the Ending Value shall be det
