Exhibit 4.02
CALCULATION AGENCY AGREEMENT
BETWEEN
LEHMAN BROTHERS HOLDINGS INC.
AND
LEHMAN BROTHERS INC.
CALCULATION AGENCY AGREEMENT, dated
as of September 30, 2005 (this “ Agreement
”), between Lehman Brothers Holdings Inc. (the “
Company ”) and Lehman Brothers Inc., as Calculation
Agent.
WHEREAS, the Company proposes to
issue and sell its FX-Linked Notes (the “ Notes
”) from time to time;
WHEREAS, the terms of the Notes are
set forth in the applicable Note (in connection with the
performance by the Calculation Agent of its services hereunder with
respect to the Notes, the Note is referred to herein as the “
relevant Note ”);
WHEREAS, the terms of the Notes are
described in a pricing supplement (in connection with the
performance by the Calculation Agent of its services hereunder with
respect to the Notes, the pricing supplement relating to the Notes
is referred to herein as the “ relevant Pricing
Supplement ”) to the prospectus supplement dated
May 18, 2005 and the prospectus dated May 18,
2005;
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 the 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 and Lehman Brothers Inc.
hereby accepts such appointment as the Company’s agent for
the purpose of performing the services hereinafter described upon
the terms and subject to the conditions hereinafter
mentioned.
2.
Calculations and Information Provided . In response to
a request made by the Trustee for a determination of the Repayment
Amount (as defined in the relevant Note) with respect to any series
of the Notes, the Calculation Agent shall determine the Repayment
Amount on the Valuation Date (as defined in the relevant Note) in
accordance with the terms of the Notes
and this Agreement and notify the Trustee of its
determination. In addition, the Calculation Agent shall also
be responsible for determining each of the following items for the
Notes, to the extent applicable:
(a)
whether a Market Disruption Event (as defined in the relevant Note)
has occurred;
(b)
the applicable Valuation Date for any Basket Currency (as defined
in the relevant Note); and
(c)
any other calculation, determination or adjustment specified as
being made by the Calculation Agent in this Agreement, the relevant
Pricing Supplement or the relevant Note.
3.
Calculations . Any calculation or determination 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 calculation made by
the Calculation Agent hereunder shall, at the Trustee’s
request, be made available at the Corporate Trust Office. The
procedures the Calculation Agent will use to determine the
information described herein with respect to the Notes is set forth
as follows:
On the Valuation
Date, the Calculation Agent shall calculate the Repayment Amount
for the Notes as specified and described in the relevant
Note.
The Calculation
Agent shall notify the Trustee of all such calculations,
determinations and adjustment or if a Market Disruption Event with
respect to a series of Notes has occurred.
4.
Fees and Expenses . The Calculation Agent shall be
entitled to reasonable compensation for all services rendered by it
as agreed to between the Calculation Agent and the
Company.
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 made or given under any provision of
this Agreement shall be sufficient if signed by any person who the
Calculation A
