Browse > Home / IndustryIntelligence / Technology / Communications / Agency Agreements

Communications Equipment

Agency Agreements

Page 1 of 11

$41	Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (41K) Doc #253853: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of November 13, 2001 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of up to $6,000,000 aggregate principal amount of YEELDS(TM) Plus, 8% Yield Enhanced Equity Linked Debt Securities Plus Due November 13, 2003 (the "Securities")*; WHEREAS, the Securities 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 Securities; 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. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Redemption Payment Amount on the Redemption Date, (c) the Closing Level of the Basket, (d) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (e) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (f) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto 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. 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 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 Securities; (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 Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Calculation Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Calculation Agent shall be appointed by the Company by an instrument in writing, filed with the successor Calculation Agent. Upon the appointment as aforesaid of a successor Calculation Agent and acceptance by the latter of such appointment, the Calculation Agent so superseded shall cease to be Calculation Agent hereunder. (c) Any successor Calculation Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor, to the Company and to the Trustee an instrument accepting such appointment hereunder and agreeing to be bound by the terms hereof, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Calculation Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Calculation Agent shall be entitled to receive, all moneys, securities and other property on deposit with or held by such predecessor, as Calculation Agent hereunder. (d) Any corporation into which the Calculation Agent hereunder 253853	Applied Applied Materials, Inc. ( Semiconductors ) As referenced in this Calculation Agency Agreement: Applied Materials, Inc. – Date by the applicable Discount Factor, will equal the Issue Price. "Starting Multiplier" shall mean, for each Underlying Equity Security, the following: Underlying Equity Security Starting Multiplier (number of shares) ------------------------ -------------------------------------- Applied Materials, Inc. 5.083884 Cisco Systems, Inc. 10.565240 Oracle Corporation 12.836970 Sun Microsystems, Inc. 15.885624 Veritas Software Corporation 5.613247 "Starting Value" shall mean $200 for each Underlying _____________ Applied Materials, Inc. – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following five common stocks: Applied Materials, Inc. , Cisco Systems, Inc., Oracle Corporation, Sun Microsystems, Inc. and Veritas Software Corporation. The Underlying Equity Securities shall be adjusted only by the Calculation Agent pursuant to this Agreement. -------- * "YEELDS" _____________ dt 1470690 ; Applied Applied Materials, Inc. ( Semiconductors ) As referenced in this Calculation Agency Agreement: Applied Materials, Inc. – Date by the applicable Discount Factor, will equal the Issue Price. "Starting Multiplier" shall mean, for each Underlying Equity Security, the following: Underlying Equity Security Starting Multiplier (number of shares) ------------------------ -------------------------------------- Applied Materials, Inc. 5.083884 Cisco Systems, Inc. 10.565240 Oracle Corporation 12.836970 Sun Microsystems, Inc. 15.885624 Veritas Software Corporation 5.613247 "Starting Value" shall mean $200 for each Underlying _____________ Applied Materials, Inc. – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following five common stocks: Applied Materials, Inc. , Cisco Systems, Inc., Oracle Corporation, Sun Microsystems, Inc. and Veritas Software Corporation. The Underlying Equity Securities shall be adjusted only by the Calculation Agent pursuant to this Agreement. -------- * "YEELDS" _____________ dt 1321715 ; Cisco Systems Cisco Systems, Inc. ( Communications Equipment ) As referenced in this Calculation Agency Agreement: Cisco Systems, Inc – Factor, will equal the Issue Price. "Starting Multiplier" shall mean, for each Underlying Equity Security, the following: Underlying Equity Security Starting Multiplier (number of shares) ------------------------ -------------------------------------- Applied Materials, Inc. 5.083884 Cisco Systems, Inc . 10.565240 Oracle Corporation 12.836970 Sun Microsystems, Inc. 15.885624 Veritas Software Corporation 5.613247 "Starting Value" shall mean $200 for each Underlying Equity Security. "Stated Maturity Date" _____________ Cisco Systems, Inc – to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following five common stocks: Applied Materials, Inc., Cisco Systems, Inc ., Oracle Corporation, Sun Microsystems, Inc. and Veritas Software Corporation. The Underlying Equity Securities shall be adjusted only by the Calculation Agent pursuant to this Agreement. -------- * "YEELDS" is a trademark _____________ dt 1515973 ;	Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – Equity Linked Debt Securities Plus Due November 13, 2003 (the "Securities"); WHEREAS, the Securities 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, _____________ dt 1478104 ; Sun Microsystems Sun Microsystems, Inc. ( Computer Hardware ) As referenced in this Calculation Agency Agreement: Sun Microsystems, Inc – mean, for each Underlying Equity Security, the following: Underlying Equity Security Starting Multiplier (number of shares) ------------------------ -------------------------------------- Applied Materials, Inc. 5.083884 Cisco Systems, Inc. 10.565240 Oracle Corporation 12.836970 Sun Microsystems, Inc . 15.885624 Veritas Software Corporation 5.613247 "Starting Value" shall mean $200 for each Underlying Equity Security. "Stated Maturity Date" shall mean November 13, 2003. "Trading Day" shall mean _____________ Sun Microsystems, Inc – Securities" shall mean the securities included in the Basket from time to time and shall initially be the following five common stocks: Applied Materials, Inc., Cisco Systems, Inc., Oracle Corporation, Sun Microsystems, Inc . and Veritas Software Corporation. The Underlying Equity Securities shall be adjusted only by the Calculation Agent pursuant to this Agreement. -------- * "YEELDS" is a trademark of Lehman Brothers Inc. {/TEXT} {/ _____________ dt 1341793 ; More...
$45	Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (40K) Doc #253855: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of November 13, 2001 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of up to $6,000,000 aggregate principal amount of YEELDS(TM) Plus, 8% Yield Enhanced Equity Linked Debt Securities Plus Due November 13, 2003 (the "Securities"); WHEREAS, the Securities 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 Securities; 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. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Redemption Payment Amount on the Redemption Date, (c) the Closing Level of the Basket, (d) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (e) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (f) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto 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. --------------- "YEELDS" is a trademark of Lehman Brothers Inc. {PAGE} 3 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 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 Securities; (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 Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. {PAGE} 3 (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Calculation Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Calculation Agent shall be appointed by the Company by an instrument in writing, filed with the successor Calculation Agent. Upon the appointment as aforesaid of 253855	Applied Applied Materials, Inc. ( Semiconductors ) As referenced in this Calculation Agency Agreement: Applied Materials, Inc. – Discount Factor, will equal the Issue Price. "Starting Multiplier" shall mean, for each Underlying Equity Security, the following: {TABLE} {CAPTION} Underlying Equity Security Starting Multiplier (number of shares) -------------------------- -------------------------------------- {S} {C} Applied Materials, Inc. 5.083884 Cisco Systems, Inc. 10.565240 Oracle Corporation 12.836970 Sun Microsystems, Inc. 15.885624 Veritas Software Corporation 5.613247 {/TABLE} "Starting Value" shall mean $200 for each _____________ Applied Materials, Inc. – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following five common stocks: Applied Materials, Inc. , Cisco Systems, Inc., Oracle Corporation, Sun Microsystems, Inc. and Veritas Software Corporation. The Underlying Equity Securities shall be adjusted only by the Calculation Agent pursuant to this Agreement. {/TEXT} {/ _____________ dt 1470691 ; Applied Applied Materials, Inc. ( Semiconductors ) As referenced in this Calculation Agency Agreement: Applied Materials, Inc. – Discount Factor, will equal the Issue Price. "Starting Multiplier" shall mean, for each Underlying Equity Security, the following: {TABLE} {CAPTION} Underlying Equity Security Starting Multiplier (number of shares) -------------------------- -------------------------------------- {S} {C} Applied Materials, Inc. 5.083884 Cisco Systems, Inc. 10.565240 Oracle Corporation 12.836970 Sun Microsystems, Inc. 15.885624 Veritas Software Corporation 5.613247 {/TABLE} "Starting Value" shall mean $200 for each _____________ Applied Materials, Inc. – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following five common stocks: Applied Materials, Inc. , Cisco Systems, Inc., Oracle Corporation, Sun Microsystems, Inc. and Veritas Software Corporation. The Underlying Equity Securities shall be adjusted only by the Calculation Agent pursuant to this Agreement. {/TEXT} {/ _____________ dt 1321716 ; Cisco Systems Cisco Systems, Inc. ( Communications Equipment ) As referenced in this Calculation Agency Agreement: Cisco Systems, Inc – Issue Price. "Starting Multiplier" shall mean, for each Underlying Equity Security, the following: {TABLE} {CAPTION} Underlying Equity Security Starting Multiplier (number of shares) -------------------------- -------------------------------------- {S} {C} Applied Materials, Inc. 5.083884 Cisco Systems, Inc . 10.565240 Oracle Corporation 12.836970 Sun Microsystems, Inc. 15.885624 Veritas Software Corporation 5.613247 {/TABLE} "Starting Value" shall mean $200 for each Underlying Equity Security. "Stated Maturity _____________ Cisco Systems, Inc – to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following five common stocks: Applied Materials, Inc., Cisco Systems, Inc ., Oracle Corporation, Sun Microsystems, Inc. and Veritas Software Corporation. The Underlying Equity Securities shall be adjusted only by the Calculation Agent pursuant to this Agreement. {/TEXT} {/DOCUMENT} _____________ dt 1515974 ;	Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – Equity Linked Debt Securities Plus Due November 13, 2003 (the "Securities"); WHEREAS, the Securities 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, _____________ dt 1478105 ; Sun Microsystems Sun Microsystems, Inc. ( Computer Hardware ) As referenced in this Calculation Agency Agreement: Sun Microsystems, Inc – Equity Security, the following: {TABLE} {CAPTION} Underlying Equity Security Starting Multiplier (number of shares) -------------------------- -------------------------------------- {S} {C} Applied Materials, Inc. 5.083884 Cisco Systems, Inc. 10.565240 Oracle Corporation 12.836970 Sun Microsystems, Inc . 15.885624 Veritas Software Corporation 5.613247 {/TABLE} "Starting Value" shall mean $200 for each Underlying Equity Security. "Stated Maturity Date" shall mean November 13, 2003. "Trading Day" shall _____________ Sun Microsystems, Inc – Securities" shall mean the securities included in the Basket from time to time and shall initially be the following five common stocks: Applied Materials, Inc., Cisco Systems, Inc., Oracle Corporation, Sun Microsystems, Inc . and Veritas Software Corporation. The Underlying Equity Securities shall be adjusted only by the Calculation Agent pursuant to this Agreement. {/TEXT} {/DOCUMENT} _____________ dt 1341794 ; More...
$43	Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (40K) Doc #253872: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of August 21, 2001 (the "AGREEMENT"), between Lehman Brothers Holdings Inc. (the "COMPANY") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of $10,100,000 aggregate principal amount of PORTFOLIO RANGERSSM, PORTFOLIO Risk AdjustiNG Equity Range SecuritiesSM Notes Due August 21, 2003 (the "SECURITIES"); WHEREAS, the Securities 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 Securities; 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. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Starting Price of each of the Underlying Equity Securities in the Basket, (c) the Ending Price of each of the Underlying Equity Securities in the Basket, (d) the Adjusted Value for each of the Underlying Equity Securities in the Basket, (e) the sum of the Adjusted Values for all of the Underlying Equity Securities in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (g) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (h) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. 3. CALCULATIONS. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation ----------- "RANGERS" and "Risk AdjustiNG Equity Range Securities" are servicemarks of Lehman Brothers Inc. {Page} 2 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 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 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 Securities; (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 Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. RESIGNATION; REMOVAL; SUCCESSOR. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. {Page} 3 (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer 253872	Amgen Amgen, Inc. As referenced in this Calculation Agency Agreement: Amgen Inc – in the preamble to this Agreement. "UNDERLYING EQUITY SECURITIES" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc ., Cisco Systems, Inc., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying _____________ dt 1491890 ; Amgen Amgen, Inc. ( Biological Products ) As referenced in this Calculation Agency Agreement: Amgen Inc – in the preamble to this Agreement. "UNDERLYING EQUITY SECURITIES" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc ., Cisco Systems, Inc., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying _____________ dt 1491890 ; Cisco Systems Cisco Systems, Inc. ( Communications Equipment ) As referenced in this Calculation Agency Agreement: Cisco Systems, Inc – preamble to this Agreement. "UNDERLYING EQUITY SECURITIES" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc., Cisco Systems, Inc ., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying Equity Securities shall _____________ dt 1515975 ;	Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – AdjustiNG Equity Range SecuritiesSM Notes Due August 21, 2003 (the "SECURITIES"); WHEREAS, the Securities 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, _____________ dt 1478110 ; Intel Intel Corp. ( Semiconductors ) ; More...
$42	Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (39K) Doc #253876: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of August 14, 2001 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of $10,000,000 aggregate principal amount of Portfolio RANGERSSM, Portfolio Risk AdjustiNG Equity Range SecuritiesSM Notes Due August 14, 2003 (the "Securities")*; WHEREAS, the Securities 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 Securities; 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. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Starting Price of each of the Underlying Equity Securities in the Basket, (c) the Ending Price of each of the Underlying Equity Securities in the Basket, (d) the Adjusted Value for each of the Underlying Equity Securities in the Basket, (e) the sum of the Adjusted Values for all of the Underlying Equity Securities in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (g) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (h) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. {PAGE} 2 Any calculation 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 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 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 Securities; (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 Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. {PAGE} 3 (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Calculation Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a 253876	Amgen Amgen, Inc. As referenced in this Calculation Agency Agreement: Amgen Inc – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc ., Cisco Systems, Inc., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying _____________ dt 1491891 ; Amgen Amgen, Inc. ( Biological Products ) As referenced in this Calculation Agency Agreement: Amgen Inc – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc ., Cisco Systems, Inc., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying _____________ dt 1491891 ; Cisco Systems Cisco Systems, Inc. ( Communications Equipment ) As referenced in this Calculation Agency Agreement: Cisco Systems, Inc – preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc., Cisco Systems, Inc ., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying Equity Securities shall _____________ dt 1515976 ;	Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – AdjustiNG Equity Range SecuritiesSM Notes Due August 14, 2003 (the "Securities"); WHEREAS, the Securities 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, _____________ dt 1478111 ; Intel Intel Corp. ( Semiconductors ) ; More...
$41	Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (39K) Doc #253881: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of August 14, 2001 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of $10,000,000 aggregate principal amount of Portfolio RANGERSSM, Portfolio Risk AdjustiNG Equity Range SecuritiesSM Notes Due August 14, 2003 (the "Securities"); WHEREAS, the Securities 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 Securities; 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. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Starting Price of each of the Underlying Equity Securities in the Basket, (c) the Ending Price of each of the Underlying Equity Securities in the Basket, (d) the Adjusted Value for each of the Underlying Equity Securities in the Basket, (e) the sum of the Adjusted Values for all of the Underlying Equity Securities in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (g) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (h) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto 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. "RANGERS" and "Risk AdjustiNG Equity Range Securities" are servicemarks of Lehman Brothers Inc. {PAGE} 2 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 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 Securities; (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 Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. {PAGE} 3 (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Calculation Agent or of its property 253881	Amgen Amgen, Inc. As referenced in this Calculation Agency Agreement: Amgen Inc – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc ., Cisco Systems, Inc., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying _____________ dt 1491892 ; Amgen Amgen, Inc. ( Biological Products ) As referenced in this Calculation Agency Agreement: Amgen Inc – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc ., Cisco Systems, Inc., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying _____________ dt 1491892 ; Cisco Systems Cisco Systems, Inc. ( Communications Equipment ) As referenced in this Calculation Agency Agreement: Cisco Systems, Inc – preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc., Cisco Systems, Inc ., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying Equity Securities shall _____________ dt 1515977 ;	Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – AdjustiNG Equity Range SecuritiesSM Notes Due August 14, 2003 (the "Securities"); WHEREAS, the Securities 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, _____________ dt 1478112 ; Intel Intel Corp. ( Semiconductors ) ; More...
$46	Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (40K) Doc #253913: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT (0.25% Notes Due June 1, 2008, Performance Linked to a Basket of Seven Technology Stocks) AGREEMENT, dated as of June 1, 2001 between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of $12,950,000 aggregate principal amount of 0.25% Notes Due June 1, 2008,Performance Linked to a Basket of Seven Technology Stocks (the "Securities"); WHEREAS, the Securities 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 Securities. 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 Maturity Payment Amount due at Stated Maturity of the Securities, the Redemption Payment Amount and the Repurchase Payment Amount, the Calculation Agent shall determine such Payment Amount and notify the Trustee of its determination. The Calculation Agent shall also be responsible for (a) the determination of the Basket Level, {PAGE} 2 (b) whether adjustments to the Multipliers should be made and (c) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto 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. 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: (i) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert 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 Securities; (ii) 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 whom the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (iii) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (iv) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and 253913	Broadcom Broadcom Corp. ( Semiconductors ) As referenced in this Calculation Agency Agreement: Broadcom Corp. – shall initially consist of the American Depositary Receipts ("ADRs") of Nokia Corporation and the common stocks of EMC Corp., Novellus Systems Inc., Polycom Inc., Emcore Corp., Juniper Networks Inc. and Broadcom Corp. , in each case unless adjusted for certain extraordinary corporate events as described herein. "Basket" shall mean the Basket Securities. 2. Determination of the Payment Amount. The Calculation Agent shall _____________ Broadcom Corp. – the Basket. In the case of each Security with principal amount of $1,000.00, the initial Multiplier for each Basket Security is set forth below: Basket Security Initial Multiplier Broadcom Corp. 0.3257 EMC Corp. 0.3660 Emcore Corp. 0.3700 Juniper Networks Inc. 0.2555 Nokia Corporation 0.4275 Novellus Systems Inc. 0.2597 {PAGE} Polycom Inc. 0.4962 _____________ dt 1472963 ; Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – Performance Linked to a Basket of Seven Technology Stocks (the "Securities"); WHEREAS, the Securities 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 _____________ dt 1478119 ; EMC EMC Corp. ( Computer Storage Devices ) As referenced in this Calculation Agency Agreement: EMC Corp. – securities included in the Basket (as defined below) from time to time and shall initially consist of the American Depositary Receipts ("ADRs") of Nokia Corporation and the common stocks of EMC Corp. , Novellus Systems Inc., Polycom Inc., Emcore Corp., Juniper Networks Inc. and Broadcom Corp., in each case unless adjusted for certain extraordinary corporate events as described herein. "Basket" shall mean _____________ EMC Corp. – case of each Security with principal amount of $1,000.00, the initial Multiplier for each Basket Security is set forth below: Basket Security Initial Multiplier Broadcom Corp. 0.3257 EMC Corp. 0.3660 Emcore Corp. 0.3700 Juniper Networks Inc. 0.2555 Nokia Corporation 0.4275 Novellus Systems Inc. 0.2597 {PAGE} Polycom Inc. 0.4962 The Multipliers with respect _____________ dt 1450250 ;	EMCORE EMCORE Corp. ( Semiconductors ) As referenced in this Calculation Agency Agreement: Emcore Corp. – below) from time to time and shall initially consist of the American Depositary Receipts ("ADRs") of Nokia Corporation and the common stocks of EMC Corp., Novellus Systems Inc., Polycom Inc., Emcore Corp. , Juniper Networks Inc. and Broadcom Corp., in each case unless adjusted for certain extraordinary corporate events as described herein. "Basket" shall mean the Basket Securities. 2. Determination of the _____________ Emcore Corp. – with principal amount of $1,000.00, the initial Multiplier for each Basket Security is set forth below: Basket Security Initial Multiplier Broadcom Corp. 0.3257 EMC Corp. 0.3660 Emcore Corp. 0.3700 Juniper Networks Inc. 0.2555 Nokia Corporation 0.4275 Novellus Systems Inc. 0.2597 {PAGE} Polycom Inc. 0.4962 The Multipliers with respect to each Basket Security _____________ dt 1459237 ; Juniper Networks Juniper Networks, Inc. ( Communications Equipment ) As referenced in this Calculation Agency Agreement: Juniper Networks Inc. – time to time and shall initially consist of the American Depositary Receipts ("ADRs") of Nokia Corporation and the common stocks of EMC Corp., Novellus Systems Inc., Polycom Inc., Emcore Corp., Juniper Networks Inc. and Broadcom Corp., in each case unless adjusted for certain extraordinary corporate events as described herein. "Basket" shall mean the Basket Securities. 2. Determination of the Payment Amount. The _____________ Juniper Networks Inc. – 1,000.00, the initial Multiplier for each Basket Security is set forth below: Basket Security Initial Multiplier Broadcom Corp. 0.3257 EMC Corp. 0.3660 Emcore Corp. 0.3700 Juniper Networks Inc. 0.2555 Nokia Corporation 0.4275 Novellus Systems Inc. 0.2597 {PAGE} Polycom Inc. 0.4962 The Multipliers with respect to each Basket Security shall remain constant unless adjusted _____________ dt 1451818 ; More...
$39	Preview Full Doc	2004	Placement Agency Agreement Placement Agency Agreement (138K) Doc #948564: Click preview link for longer preview. PLACEMENT AGENCY AGREEMENT Placement Agency Agreement EXHIBIT 10.1 2,581,780 Units Consisting of 10,327,120 Shares of Common Stock and Warrants to Purchase 2,581,780 Shares of Common Stock STRATEX NETWORKS, INC. PLACEMENT AGENCY AGREEMENT September 20, 2004 CIBC World Markets Corp. as Placement Agent 417 5^th Avenue, 2^nd Floor New York, New York 10016 Ladies and Gentlemen: Stratex Networks, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and . . . 948564	Stratex Networks Stratex Networks, Inc. ( Communications Equipment ) As referenced in this Placement Agency Agreement: STRATEX NETWORKS, – Placement Agency Agreement EXHIBIT 10.1 2,581,780 Units Consisting of 10,327,120 Shares of Common Stock and Warrants to Purchase 2,581,780 Shares of Common Stock STRATEX NETWORKS, INC. PLACEMENT AGENCY AGREEMENT September 20, 2004 CIBC World Markets Corp. as Placement Agent 417 5th Avenue, 2nd Floor New York, New York 10016 Ladies and Gentlemen: Stratex Networks, _____________ Stratex Networks, – Stock STRATEX NETWORKS, INC. PLACEMENT AGENCY AGREEMENT September 20, 2004 CIBC World Markets Corp. as Placement Agent 417 5th Avenue, 2nd Floor New York, New York 10016 Ladies and Gentlemen: Stratex Networks, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell 2,581,780 Units (the “Units”), _____________ Stratex Networks, – with a copy to Cooley Godward LLP, Five Palo Alto Square, 3000 El Camino Real, Palo Alto, CA 94306-2155 Attention: Vince Pangrazio, Esq. and (b) if to the Company, Stratex Networks, Inc. 120 Rose Orchard Way, San Jose, California 95134, Attention: Juan Otero, General Counsel, with a copy to Morrison & Foerster LLP, 755 Page Mill Road, Palo Alto, CA _____________ STRATEX NETWORKS, – thereto and hereto were upon the same instrument. [Remainder of page intentionally left blank] 21 Please confirm that the foregoing correctly sets forth the agreement among us. Very truly yours, STRATEX NETWORKS, INC. By /S/ CARL A. THOMSEN Name: Carl A. Thomsen Title: Senior VP and CFO Confirmed: CIBC WORLD MARKETS CORP. By /S/ ROBERT M. BUXTON Name: Robert M. Buxton _____________ Stratex Networks, – Thomsen Title: Senior VP and CFO Confirmed: CIBC WORLD MARKETS CORP. By /S/ ROBERT M. BUXTON Name: Robert M. Buxton Title: Managing Director 22 EXHIBIT A FORM OF PURCHASE AGREEMENT Stratex Networks, Inc. 120 Rose Orchard Way San Jose, CA 95134 Ladies and Gentlemen: The undersigned entities set forth on Schedule I hereto (each, an “Investor”), hereby confirm and _____________ dt 1336007 ;	CIBC World CIBC World Markets Corp. ( Financial ) As referenced in this Placement Agency Agreement: CIBC World Markets Corp. – Units Consisting of 10,327,120 Shares of Common Stock and Warrants to Purchase 2,581,780 Shares of Common Stock STRATEX NETWORKS, INC. PLACEMENT AGENCY AGREEMENT September 20, 2004 CIBC World Markets Corp. as Placement Agent 417 5th Avenue, 2nd Floor New York, New York 10016 Ladies and Gentlemen: Stratex Networks, Inc., a Delaware corporation (the “Company”), proposes, subject to _____________ CIBC World Markets Corp. – Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (viii) Without the prior written consent of CIBC World Markets Corp. , for a period of 90 days after the date of this Agreement (the “Lock-Up Period”), the Company and each of its individual directors and executive officers _____________ CIBC World Markets Corp. – the offer, sale, assignment, transfer, encumbrance, contract to sell, pledge or other disposition of such securities for the remainder of the Lock-Up Period without the prior written consent of CIBC World Markets Corp. (ix) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration _____________ CIBC World Markets Corp. – purchase. All notices and communications hereunder shall be in writing and mailed or delivered or by telephone or telegraph if subsequently confirmed in writing, (a) if to the Placement Agent, CIBC World Markets Corp. , 417 5th Avenue, 2nd Floor, New York, New York 10016 Attention: Robert Buxton, with a copy to Cooley Godward LLP, Five Palo Alto Square, 3000 El Camino Real, Palo _____________