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Exhibit 4.01
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of December 21, 2006
(this
"Agreement"), between Lehman Brothers Holdings Inc. (the
"Company") and Lehman
Brothers Inc., as Calculation Agent.
WHEREAS, the Company proposes to issue and sell from time to
time
its Medium-Term Notes, Series I, due three months or more from
the date of issue
(the "Notes"), issued under Registration Statement no.
333-134553 on Form S-3
(the "Registration Statement"), as filed with the Securities and
Exchange
Commission under the Securities Act of 1933, as amended;
WHEREAS, the terms of each series of the Notes will be described
in
a pricing supplement or free writing prospectus (in connection
with the
performance by the Calculation Agent of its services hereunder
with respect to a
particular series of the Notes, the pricing supplement or free
writing
prospectus relating to such particular series of the Notes is
referred to herein
as the "relevant Pricing Supplement"), an underlying supplement
(in connection
with the performance by the Calculation Agent of its services
hereunder with
respect to a particular series of the Notes, the underlying
supplement to such
particular series of the Notes is referred to herein as the
"relevant Underlying
Supplement") and a product supplement (in connection with the
performance by the
Calculation Agent of its services hereunder with respect to a
particular series
of the Notes, the product supplement relating to such particular
series of the
Notes is referred to herein as the "relevant Product
Supplement") to the
prospectus dated May 30, 2006, as supplemented by a prospectus
supplement dated
May 30, 2006;
WHEREAS, the Notes will be issued under an Indenture, dated as
of
September 1, 1987, between the Company and Citibank, N.A., as
Trustee (the
"Trustee"), as supplemented and amended by supplemental
indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991,
October 4, 1993,
October 1, 1995, and June 26, 1997, and incorporating Standard
Multiple Series
Indenture Provisions dated July 30, 1987, as amended November
16, 1987
(collectively, the "Indenture"); and
WHEREAS, the Company requests the Calculation Agent to
perform
certain services described herein in connection with each series
of the Notes
(in connection with the performance by the Calculation Agent of
its services
hereunder with respect to a particular series of the Notes, such
particular
series of the Notes is referred to herein as the "relevant
Notes");
NOW THEREFORE, the Company and the Calculation Agent agree
as
follows:
1. Appointment of Agent. The Company hereby appoints Lehman
Brothers Inc. as Calculation Agent for the Notes, upon the terms
and subject to
the conditions herein set forth, and Lehman Brothers Inc. hereby
accepts such
appointment. The Calculation Agent shall act as an agent of the
Company for the
purpose of making any calculations, determinations or
adjustments specified as
being made by the Calculation Agent in this Agreement, the
relevant
Product Supplement, the relevant Underlying Supplement, the
relevant Pricing
Supplement or the relevant Notes.
2. Calculations, Determinations, Adjustments and Information
Provided. The Company shall notify the Calculation Agent of the
issuance of the
Notes and, at the time of such issuance, shall deliver to the
Calculation Agent
all information in the possession of the Company for any
calculations,
determinations or adjustments made thereunder. The Calculation
Agent shall make
any calculations, determinations or adjustments specified as
being made by the
Calculation Agent pursuant to Section 1 in accordance with the
terms of the
relevant Notes, the Indenture, the relevant Pricing Supplement,
the relevant
Product Supplement, the relevant Underlying Supplement and the
provisions of
this Agreement. In addition, the Calculation Agent shall
maintain, or cause to
be maintained, records permitting it to calculate any amounts
due (as set forth
in the relevant Notes) or make any other determinations or
adjustments. The
Calculation Agent shall notify the Trustee of all such
calculations,
determinations and adjustments.
3. Calculations. Any calculations, determinations or
adjustments
by the Calculation Agent pursuant hereto shall be made at the
sole discretion of
the Calculation Agent and shall (in the absence of manifest
error) be final and
binding. Any calculations, determinations or adjustments made by
the Calculation
Agent hereunder shall, at the Trustee's request, be made
available at the
Corporate Trust Office.
4. Fees and Expenses. The Calculation Agent shall be entitled
to
reasonable compensation and reimbursement of expenses, including
reasonable
counsel fees, incurred by the Calculation Agent, in each case in
connection with
its duties hereunder.
5. Terms and Conditions. The Calculation Agent accepts its
obligations herein set out upon the terms and conditions hereof,
including the
following, to all of which the Company agrees:
(a) in acting under this Agreement, the Calculation Agent is
acting solely as an independent expert and not as an agent of
the Company
and does not assume any obligation toward, or any relationship
of agency
or trust for or with, any of the holders of the Notes;
(b) unless otherwise specifically provided herein, any
order,
certificate, notice, request, direction or other communication
from the
Company or the Trustee ma
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