Exhibit 4(fff)
REGISTERED REGISTERED
NO. MC-
MERRILL LYNCH & CO., INC.
MEDIUM-TERM NOTE, SERIES B
(MULTI-CURRENCY)
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
%
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: REDEMPTION DATE:
INTEREST PAYMENT DATES: OPTIONAL REPAYMENT DATE(S): OTHER PROVISIONS:
CONVERSION INTO U.S. DOLLARS: PRESUMPTION YES / / PRESUMPTION NO / / NO / /
MERRILL LYNCH & CO., INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to
, or registered
assigns,
the principal sum of
on the Maturity Date shown above (except to the extent redeemed or repaid prior
to such Maturity Date), and to pay interest thereon, at the Interest Rate per
annum shown above, until the principal hereof is paid or duly made available for
payment. The Company will pay interest on each interest payment date shown
above (each, an "Interest Payment Date"), commencing on the first Interest
Payment Date next succeeding the Original Issue Date shown above, and on the
Maturity Date shown above (or any date of redemption or Optional Repayment Date
shown above, as the case may be); provided, however, that if the Original Issue
Date shown above is after the Regular Record Date (as defined below) and on or
before the immediately following Interest Payment Date, interest payments will
commence on the second Interest Payment Date next succeeding the Original Issue
Date shown above. "Regular Record Date" means the fifteenth day (whether or not
a Business Day) prior to the applicable Interest Payment Date. Interest on this
Note will accrue from the most recent Interest Payment Date to which interest
has been paid or duly provided for or, if no interest has been paid, from the
Original Issue Date shown above until the principal hereof has been paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest; provided, however, interest
payable on the Maturity Date shown above (or date of redemption or Optional
Repayment Date shown above) will be payable to the Person to whom the principal
hereof shall be payable. Any such interest which is payable, but is not
punctually paid or duly provided for on any Interest Payment Date, shall
forthwith cease to be payable to the registered Holder as of the Regular Record
Date pertaining to such Interest Payment Date, and may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to the Holder
of the Note not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture.
As more fully provided on the reverse hereof, payment of the principal of,
and premium, if any, and interest on, this Note is payable by the Company in the
Specified Currency, subject to conversion into U.S. dollars on behalf of the
Holder hereof to the extent provided on the reverse hereof. Upon presentation
and surrender of this Note at maturity or upon earlier redemption or repayment
at the office of the Trustee in the Borough of Manhattan, The City of New York,
payment of the principal, premium, if any, and interest due at maturity (or upon
earlier redemption or repayment) will be made in immediately available funds, or
if such payment is to be made in the Specified Currency as provided on the
reverse hereof, by wire transfer to an account maintained by the Holder of this
Note in the country of the Specified Currency shown above (the "Holder's
overseas account"), as designated by the Holder of this Note by written notice
to the Trustee at least sixteen days prior to maturity (or earlier redemption or
repayment). As more fully provided on the reverse hereof, if payment of
interest on this Note is to be made in U.S. dollars, payment may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register, or if such
payment is to be made in the Specified Currency as provided on the reverse
hereof, by wire transfer to the Holder's overseas account. Notwithstanding the
above, in any case where wire transfer facilities for the making of any payment
shall not be reasonably available to the Trustee, such payment shall be made by
check or draft and mailed to the Holder hereof at its address appearing in the
Security Register maintained by the Trustee. Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
This Note is one of the series of Medium-Term Notes, Series B.
Unless the certificate of authentication hereon has been executed by The
Chase Manhattan Bank, N.A., the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, this Note
shall not be entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: MERRILL LYNCH & CO., INC.
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred
By:
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, N.A., Chairman of the Board
as Trustee
By: Attest:
Authorized Officer Secretary
MERRILL LYNCH & CO., INC.
MEDIUM-TERM NOTE, SERIES B
(MULTI-CURRENCY)
This Medium-Term Note, Series B is In order for the Holder of this Note
one of a duly authorized issue of (who, either by the terms of this
Securities (hereinafter called the Note or pursuant to an election of
"Securities") of the Company, the Holder hereof, shall have the
issued, and to be issued, under an right to receive wire transfer
Indenture dated as of October 1, payments) to receive payments of
1993, as amended (herein called the interest and principal in the
"Indenture"), between the Company Specified Currency by wire transfer,
and The Chase Manhattan Bank, N.A., the Holder of this Note must
Trustee (herein called the designate an appropriate account with
"Trustee", which term includes any a bank located in the country of the
successor trustee under the Specified Currency shown on the face
Indenture), to which Indenture and hereof. Such designation shall be
all indentures supplemental thereto made by filing the appropriate
reference is hereby made for a information with the Trustee at its
statement of the respective rights office in The City of New York on or
thereunder of the Company, the prior to the Regular Record Date or
Trustee and the Holders of the at least sixteen days prior to
Securities, and the terms upon which maturity or earlier redemption or
the Securities are, and are to be, repayment as the case may be. The
authenticated and delivered. The Trustee will, subject to applicable
Medium-Term Notes, Series B (the laws and regulations and until it
"Notes") may bear different dates, receives notice to the contrary, make
mature at different times, bear such payment and all succeeding
interest at different fixed or payments to the Holder of this Note
variable rates and have such other by wire transfer to the designated
variable differing terms as are account. If, however, a payment
provided for in the Indenture. cannot be made by wire transfer
This Note will be redeemable at the because the required information has
option of the Company only if a not been received by the Trustee on
Redemption Date is specified on the or before the requisite date, payment
face hereof. If a Redemption Date will be made by check or draft mailed
is so provided on the face of this to the Holder of this Note at its
Note, this Note may be redeemed by registered address.
the Company on any date on and after If the Specified Currency shown on
such Redemption Date. On and after the face hereof is not available for
the Redemption Date, if any, this the payment of principal, premium, if
Note may be redeemed at any time in any, or interest with respect to this
whole or in part (provided that any Note due to the imposition of
remaining principal amount hereof exchange controls or other
shall be an Authorized Denomination circumstances beyond the control of
specified on the face hereof) at the the Company, the Company will be
option of the Company at a entitled to satisfy its obligations
redemption price equal to 100% of to the Holder of this Note by making
the principal amount to be redeemed, such payment in U.S. dollars on the
together with interest thereon basis of the Market Exchange Rate (as
payable to the date of redemption, defined below) on the date of such
on notice given not more than 60 nor payment, or if such Market Exchange
less than 30 days prior to the date Rate is not then available, on the
of redemption. In the event of basis of the most recently available
redemption of this Note in part Market Exchange Rate. The "Market
only, a new Note for the unredeemed Exchange Rate" means the noon buying
portion hereof shall be issued in rate in The City of New York for
the name of the Holder hereof upon cable transfers in foreign currencies
the surrender hereof. as certified for customs purposes by
This Note may be subject to repayment the Federal reserve Bank of New York;
at the option of the Holder prior to provided, however, that, in the case
its Maturity Date on any Holder's of European Currency Units, the
Optional Repayment Date(s), if any, Market Exchange Rate shall be the
indicated above. If no Optional rate of exchange determined by the
Repayment Dates are set forth above, Commission of the European
this Note may not be so repaid at Communities (or any successor
the option of the Holder hereof thereto) as published in the Official
prior to the Maturity Date. On any Journal of the European Communities,
Optional Repayment Date this Note or any successor publication.
shall be repayable in whole or in Any payment of principal, premium, if
part (provided that any remaining any, or interest required to be made
principal amount shall be an on an Interest Payment Date or on the
authorized denomination) at the Maturity Date (or date of earlier
option of the Holder hereof at a redemption or repayment) which is not
repayment price equal to 100% of the a Business Day need not be made on
principal amount to be repaid, such day, but may be made on the next
together with interest thereon succeeding Business Day with the same
payable to the date of repayment. force and effect as if made on such
For this Note to be repaid in whole Interest Payment Date or Maturity
or in part at the option of the Date (or date of earlier redemption
Holder hereof, this Note must be or repayment).
received, with the section below If an Event of Default (as defined in
entitled "Option to Elect Repayment" the Indenture) with respect to the
duly completed, by the Trustee at Notes shall occur and be continuing,
its office at 4 Chase MetroTech the principal of all the Notes may be
Center, Brooklyn, New York 11245, declared due and payable in the
Attention: Corporate Trust manner and with the effect provided
Administration, or such address in the Indenture.
which the Company shall from time to The Indenture permits, with certain
time notify the Holder hereof exceptions as therein provided, the
("Corporate Trust Office"), not more amendment thereof and the
than 60 nor less than 30 days prior modification of the rights and
to an Optional Repayment Date. This obligations of the Company and the
Note must be received by the Trustee rights of the Holders of the
by 5:00 P.M., New York City time, on Securities of each series to be
the last day for giving such notice. affected under the Indenture at any
Exercise of such repayment option by time by the Company and the Trustee
the Holder hereof shall be with the consent of the Holders of 66
irrevocable. In the event of 2/3% in aggregate principal amount of
payment of this Note in part only, a the Securities at the time
new Note for the unpaid portion Outstanding, as defined in the
hereof shall be issued in the name Indenture, of each series affected
of the Holder hereof upon the thereby. The Indenture also contains
surrender hereof. provisions permitting the Holders of
The principal of, and premium, if specified percentages in aggregate
any, and interest on, this Note are principal amount of the Securities
payable by the Company in the of each series at the time
Specified Currency shown on the face Outstanding, on behalf of the Holders
hereof. of all the Securities of each series,
If the box marked "Presumption Yes" to waive compliance by the Company
following the term "Conversion into with certain provisions of the
U.S. Dollars" on the face hereof has Indenture and certain past defaults
been checked, Merrill Lynch under the Indenture and their
International Bank as Exchange Rate consequences. Any such consent or
Agent (the "Exchange Rate Agent") waiver by the Holder of this Note
will convert all payments of shall be conclusive and binding upon
principal of, and premium, if any, such Holder and upon all future
and interest on, this Note to U.S. Holders of this Note and of any Note
dollars, unless the Holder of this issued upon the registration of
Note elects to receive such payments transfer hereof or in exchange
in the Specified Currency as herefor or in lieu hereof whether or
described below. If the box marked not notation of such consent or
"Presumption No" following the term waiver is made upon this Note.
"Conversion into U.S. Dollars" on No reference herein to the Indenture
the face hereof has been checked, and no provision of this Note or of
the Holder of this Note will receive the Indenture shall alter or impair
all payments of, and premium, if the obligation of the Company, which
any, and interest on, this Note in is absolute and unconditional, to pay
the Specified Currency unless the the principal of and interest on this
Holder of this Note elects to Note at the time, place and rate, and
receive such payments in U.S. in the coin or currency, herein
dollars as described below. Any prescribed.
U.S. dollar amount to be received by As provided in the Indenture and
the Holder of this Note will be subject to certain limitations set
based on the highest bid quotation forth therein and on the face hereof,
in The City of New York received by the transfer of this Note may be
the Exchange Rate Agent at registered on the Security Register
approximately 11:00 a.m., New York of the Company, upon surrender of
City time, on the second Business this Note for registration of
Day preceding the applicable payment transfer at the office or agency of
date from three recognized foreign the Company in the Borough of
exchange dealers (one of which may Manhattan, The City of New York, duly
be the Exchange Rate Agent) for the endorsed by, or accompanied by a
purchase by the quoting dealer of written instrument of transfer in
the Specified Currency shown on the form satisfactory to the Company duly
face hereof for U.S. dollars for executed by, the Holder hereof or by
settlement on such payment date in his attorney duly authorized in
the aggregate amount of such writing, and thereupon one or more
Specified Currency payable to all new Notes of authorized denominations
Holders scheduled to receive U.S. and for the same aggregate principal
dollar payments on such date and at amount, will be issued to the
which the applicable dealer commits designated transferee or transferees.
to execute a contract. If such bid The Notes are issuable only in
quotations are not available, registered form without coupons in
payments will be made in the the Authorized Denomination shown on
Specified Currency. All currency the face hereof. As provided in the
exchange costs will be borne by the Indenture and subject to certain
Holder of this Note by deductions limitations therein set forth, the
from such payments. "Business Day" Notes are exchangeable for a like
means any day which is not a aggregate principal amount of Notes,
Saturday or Sunday and which is not as requested by the Holder
a day on which banking institutions surrendering the same.
are authorized or required by law or No service charge shall be made for
regulation to close in The City of any such registration of transfer or
New York and the capital city of the exchange, but the Company may require
country of the Specified Currency payment of a sum sufficient to cover
or, with respect to Multi-Currency any tax or other governmental charge
MTNs denominated in European payable in connection therewith.
Currency Units, Brussels. Prior to due presentment of this Note
If either the box marked "Presumption for registration of transfer, the
Yes" or the box marked "Presumption Company, the Trustee and any agent of
No" is marked on the face hereof, the Company or the Trustee may treat
the Holder hereof may subsequent to the Person in whose name this Note is
the issuance hereof request that registered as the owner hereof for
future payments of principal hereof, all purposes, whether or not this
and premium, if any, and interest Note be overdue, and neither the
hereon, be converted, or not be Company, the Trustee nor any such
converted, as the case may be, to agent shall be affected by notice to
U.S. dollars by transmitting a the contrary.
written request for such payments to The Indenture and the Notes shall be
the Trustee at its office in The governed by and construed in
City of New accordance with the laws of the State
York on or prior to the Regular of New York.
Record Date or at least sixteen days All terms used in this Note which are
prior to maturity or earlier defined in the Indenture shall have
redemption or repayment, as the case the meanings assigned to them in the
may be. Such request shall include Indenture.
appropriate payment instructions and Reference in this Note to "U.S.
shall be in writing (mailed or and dollars" is to the currency of the
delivered) or by cable, telex or United States of America. Reference
facsimile transmission. The Holder in this Note to the "Specified
of this Note may elect to receive Currency" is to the Specified
all future payments of principal, Currency shown on the face hereof.
premium, if any, and interest in
either the Specified Currency shown
on the face hereof or in U.S.
dollars, as specified in the written
request, and need not file a
separate election for each payment.
Such election will remain in effect
until revoked by written notice to
the Trustee, but written notice of
any such revocation must be received
by the Trustee on or prior to the
Regular Record Date or at least
sixteen days prior to the maturity
or earlier redemption or repayment,
as the case may be.
If the box marked "No" following the
term "Conversion into U.S. Dollars"
on the face hereof has been checked,
the Holder hereof will receive all
payments of principal of and
premium, if any, and interest on,
this Note only in the Specified
Currency subject to the provisions
set forth in the second succeeding
paragraph below, and the Holder
hereof may not subsequent to the
issuance hereof request that future
payments of principal hereof, and
premium, if any, and interest
hereon, be converted to U.S. dollars.
____________________
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
Optional Repayment Date shown on the face hereof, to the undersigned, at
----------------------------------------------
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which, when subtracted from the principal amount of
this Note, shall equal an Authorized Denomination) which the Holder elects to
have repaid: ; and specify the
denomination or denominations of the Notes (which shall be Authorized
Denominations) to be Issued to the Holder for the portion of the within Note not
being repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid):
Dated: __________________________________ __________________________
Notice: The signature on this Option to Elect Repayment
must correspond with the name as written upon the face of
the within instrument in every particular without
alteration or enlargement.
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT _______Custodian______
TEN ENT - as tenants by entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
___________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OF OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing ------------------ Attorney
________________________________________________________________________________
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: _____________________________ _____________________________________
____________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within instrument in every
particular, without alternation or enlargement,
or any change whatever.