Exhibit 4.08
INTEREST CALCULATION
AGENCY AGREEMENT
BETWEEN
LEHMAN BROTHERS HOLDINGS INC.
AND
CITIBANK, N.A.
Dated as of May 18, 2005
LEHMAN BROTHERS HOLDINGS INC., a
Delaware corporation (the “ Issuer ”) proposes
to issue and sell its Medium-Term Notes, Series H (the “
Notes ”), from time to time under, and pursuant to,
the terms of an Indenture dated as of September 1, 1987, as
amended and supplemented (the “ Indenture ”),
between the Issuer and Citibank, N.A., as Trustee (in such
capacity, the “ Trustee ”).
For the purpose of providing for an
agent of the Issuer to calculate the base rates applicable to those
Notes on which interest is to accrue at a variable or floating rate
(“ Floating Rate Notes ”), determined by
reference to the CD Rate, the Commercial Paper Rate, the Treasury
Rate, the Federal Funds (Effective) Rate, the Federal Funds (Open)
Rate, LIBOR, EURIBOR, the Prime Rate or the Eleventh District Cost
of Funds Rate (collectively, the “ Base Rates
”), as specified and described in the form of the Floating
Rate Notes, a copy of which is attached hereto as Exhibit A,
the Issuer and Citibank, N.A., hereby agree as follows:
SECTION 1.
Appointment of Calculation
Agent . The Issuer
hereby appoints Citibank, N.A., as Calculation Agent (in such
capacity, the “ Calculation Agent ”) of the
Issuer with respect to any Floating Rate Notes issued or to be
issued by the Issuer under and pursuant to the terms of the
Indenture, and the Calculation Agent hereby accepts its obligations
as set forth in this Agreement upon the terms and conditions set
forth herein.
SECTION 2.
Calculation of Base
Rates . As soon as
reasonably practical on or after each Interest Determination Date
set forth in each Floating Rate Note, the Calculation Agent shall
determine the applicable Base Rate and shall notify the Issuer and
the Trustee of such Base Rate. The Calculation Agent will,
upon the request of the holder of any Floating Rate Note, provide
the interest rate then in effect and, if different, the interest
rate which will become effective as a result of a determination
made on the most recent Interest Determination Date with respect to
such Floating Rate Note. All interest rate determinations
made by the Calculation Agent with respect to the Floating Rate
Notes shall, in the absence of manifest error, be conclusive for
all purposes and binding upon the Issuer. If at any time the
Calculation Agent is not also acting as Trustee under the
Indenture, the Issuer will cause the Trustee to give the
Calculation Agent as least three business days notice of each
Interest Determination Date.
SECTION 3.
New Base Rates
. If the Issuer proposes to
issue Floating Rate Notes whose interest rate will be determined on
a basis of formula not referred to above (a “ New Base
Rate ”), the Issuer shall give a description of such New
Base Rate to the Calculation Agent. The
Calculation Agent shall determine if it is able
and willing to calculate the New Base Rate and, upon its agreement
in writing to do so, the term “Base Rates” shall be
deemed to include the New Base Rate. If the Calculation Agent
notifies the Issuer that it is not able or willing to calculate the
New Base Rate, or that it is only willing to do so on the basis of
an increase of its fees not acceptable to the Issuer, the
Calculation Agent shall have no responsibility with respect to such
New Base Rate and the Issuer shall appoint a different calculation
agent to determine the New Base Rate.
SECTION 4.
Fees and Expenses
. The Calculation Agent shall
be entitled to such compensation for its services under this
Agreement as may be agreed upon with the Issuer, and the Issuer
shall pay such compensation and shall reimburse the Calculation
Agent for all reasonable expenses, disbursements and advances
incurred or made by the Calculation Agent in connection with the
services rendered by it under this Agreement, except any expenses,
disbursements or advances attributable to its gross negligence or
bad faith.
SECTION 5.
Rights and Liabilities of
Calculation Agent .
The Calculation Agent shall incur no liability for, or in respect
of, any action taken, omitted to be taken or suffered by it in
reliance upon any Floating Rate Note, certificate, affidavit,
instruction, notice, request, direction, order, statement or other
paper document or direction, order, statement or other paper,
document or communication received from the Issuer and reasonably
believed by it to be genuine. Any order, certificate,
aff
