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 | 2003 |
Calculation Agency Agreement
Calculation Agency Agreement (28K)
Doc #253663: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of April 29, 2003
(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
$8,452,500 aggregate principal amount of The Dow Jones Industrial AverageSM
SUNS(R), Stock Upside Note Securities Due April 29, 2010 (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 Calculation Agent
shall determine such Maturity Payment Amount and notify the Trustee of
its determination. The Calculation Agent shall also be responsible for
(a) the determination of the Maturity Payment Amount, (b) the
determination of whether adjustments to the Closing Level should be
made, (c) the determination of the Adjusted Final Index Level, (d) the
determination of the Successor Index if publication of the Index is
discontinued and (e) the determination of 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.
* "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow
Jones & Company, Inc. and have been licensed for use by Lehman Brothers
Holdings Inc. The Securities, based on the performance of the Dow Jones
Industrial Average, are not sponsored, endorsed, sold or promoted by
Dow Jones, and Dow Jones makes no representation regarding the
advisability of investing in the Securities.
"Stock Upside Note Securities" and "SUNS" are trademarks of Lehman
Brothers Inc.
{PAGE}
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
253663
|
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – U.S. industry. As of April 24, 2003, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., Altria Group, Inc.,
American Express Company, AT&T Corp. , The Boeing Company, Caterpillar Inc.,
Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company,
Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company,
General
_____________
dt 1541268
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – R), Stock Upside Note Securities Due April 29, 2010 (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 1478083
;
|
Home Depot
As referenced in this Calculation Agency Agreement:
Home Depot, Inc – Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company,
Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company,
General Motors Corporation, Hewlett-Packard Company, The Home Depot, Inc .,
Honeywell International Inc., Intel Corporation, International Business Machines
Corporation, International Paper Company, J.P. Morgan Chase & Co., Johnson &
Johnson, McDonald's Corporation, Merck & Co., Inc., Microsoft Corporation, The
Procter &
_____________
dt 1412286
;
More... |
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Calculation Agency Agreement
Calculation Agency Agreement (26K)
Doc #253665: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of April 29, 2003 (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 $7,340,000
aggregate principal amount of The Dow Jones Industrial Average(SM) SUNS(R),
Stock Upside Note Securities Due April 29, 2010 (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 Calculation Agent shall determine such Maturity
Payment Amount and notify the Trustee of its determination. The Calculation
Agent shall also be responsible for (a) the determination of the Maturity
Payment Amount, (b) the determination of whether adjustments to the Closing
Level should be made, (c) the determination of the Adjusted Final Index Level,
(d) the determination of the Successor Index if publication of the Index is
discontinued and (e) the determination of 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.
-----------------------
* "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow
Jones & Company, Inc. and have been licensed for use by Lehman Brothers
Holdings Inc. The Securities, based on the performance of the Dow Jones
Industrial Average, are not sponsored, endorsed, sold or promoted by Dow
Jones, and Dow Jones makes no representation regarding the advisability of
investing in the Securities.
"Stock Upside Note Securities" and "SUNS" are trademarks of Lehman Brothers
Inc.
{PAGE}
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
253665
|
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – U.S. industry. As of April 24, 2003, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., Altria Group, Inc.,
American Express Company, AT&T Corp. , The Boeing Company, Caterpillar Inc.,
Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company,
Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company,
General
_____________
dt 1541269
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – R),
Stock Upside Note Securities Due April 29, 2010 (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 1478084
;
|
Home Depot
As referenced in this Calculation Agency Agreement:
Home Depot, Inc – Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company,
Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company,
General Motors Corporation, Hewlett-Packard Company, The Home Depot, Inc .,
Honeywell International Inc., Intel Corporation, International Business Machines
Corporation, International Paper Company, J.P. Morgan Chase & Co., Johnson &
Johnson, McDonald's Corporation, Merck & Co., Inc., Microsoft Corporation, The
Procter &
_____________
dt 1412287
;
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| 2002 |
Calculation Agency Agreement
Calculation Agency Agreement (30K)
Doc #253754: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of October 2, 2002
(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
$19,676,500 aggregate principal amount of 0.25% Notes Due October 2, 2007,
Performance Linked to the Dow Jones Industrial AverageSM1 (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 Settlement Value, (b)
whether adjustments to the Closing Level should be made, (c) the determination
of the Successor Index if publication of the Index is discontinued and (d) the
determination of 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.
* "Dow Jones and "Dow Jones Industrial Average" are servicemarks of Dow Jones &
Company, Inc. and have been licensed for use by Lehman Brothers Holdings Inc.
The Securities, based on the performance of the Dow Jones Industrial Average,
are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes
no representation regarding the advisability of investing in the Securities.
{PAGE}
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
253754
|
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – cross-section of U.S.
industry. As of September 25, 2002, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., American Express
Company, AT&T Corp. , The Boeing Company, Caterpillar Inc., Citigroup Inc., The
Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company,
Exxon Mobil Corporation, General Electric Company, General
_____________
dt 1541270
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – 2007,
Performance Linked to the Dow Jones Industrial AverageSM1 (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 1478089
;
|
Home Depot
As referenced in this Calculation Agency Agreement:
Home Depot, Inc – Citigroup Inc., The
Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company,
Exxon Mobil Corporation, General Electric Company, General Motors Corporation,
Hewlett-Packard Company, The Home Depot, Inc ., Honeywell International Inc.,
Intel Corporation, International Business Machines Corporation, International
Paper Company, J.P. Morgan Chase & Co., Johnson & Johnson, McDonald's
Corporation, Merck & Co., Inc., Microsoft Corporation, Philip Morris
_____________
dt 1412288
;
More... |
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Calculation Agency Agreement
Calculation Agency Agreement (26K)
Doc #253781: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of August 5, 2002 (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 $58,500,000
aggregate principal amount of Dow Jones Industrial AverageSM SUNS(R), 112.5%
Minimum Redemption PrincipalPlus Stock Upside Note Securities(R) Due August 5,
2007* (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 Calculation Agent shall determine such Maturity
Payment Amount and notify the Trustee of its determination. The Calculation
Agent shall also be responsible for (a) the determination of the Closing Level
on each Measurement Date, (b) the determination of the Capped Quarterly Returns
for each Measurement Date, (c) the determination of the Equity Bonus, (d) the
determination of the Successor Index if publication of the Index is discontinued
and (e) the determination of 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
--------
* "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow
Jones & Company, Inc. and have been licensed for use by Lehman Brothers
Holdings Inc. The Securities, based on the performance of the Dow Jones
Industrial Average, are not sponsored, endorsed, sold or promoted by
Dow Jones, and Dow Jones makes no representation regarding the
advisability of investing in the Securities.
"SUNS" and "Stock Upside Note Securities" are trademarks of Lehman
Brothers Inc.
{PAGE}
2
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
253781
|
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – cross-section of
U.S. industry. As of July 29, 2002, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., American Express
Company, AT&T Corp. , The Boeing Company, Caterpillar Inc., Citigroup Inc., The
Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company,
Exxon Mobil Corporation, General Electric Company, General
_____________
dt 1541271
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – Stock Upside Note Securities(R) Due August 5,
2007* (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 1478092
;
|
Home Depot
As referenced in this Calculation Agency Agreement:
Home Depot, Inc – Citigroup Inc., The
Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company,
Exxon Mobil Corporation, General Electric Company, General Motors Corporation,
Hewlett-Packard Company, The Home Depot, Inc ., Honeywell International Inc.,
Intel Corporation, International Business Machines Corporation, International
Paper Company, J.P. Morgan Chase & Co., Johnson & Johnson, McDonald's
Corporation, Merck & Co., Inc., Microsoft Corporation, Philip Morris
_____________
dt 1412289
;
More... |
| Preview
Full Doc
| 2002 |
Calculation Agency Agreement
Calculation Agency Agreement (41K)
Doc #253839: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of February 1, 2002
(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
$29,190,000 aggregate principal amount of YEELDS(TM) 19% Yield Enhanced Equity
Linked Debt Securities Due February 1, 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, (b) the Settlement Value,
(c) the Closing Price of each Settlement Value Security on the Valuation Date,
(d) the Multipliers for each of the Settlement Value Securities, (e) whether
adjustments to the Multipliers should be made 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.
{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
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
253839
|
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – Enhanced Equity
Linked Debt Securities Due February 1, 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 1478100
;
Siebel Systems
As referenced in this Calculation Agency Agreement:
Siebel Systems, Inc. – Value Securities.
The "Settlement Value Securities" shall mean the securities
included in the calculation of the Settlement Value from time to time and shall
initially be the common stock of Siebel Systems, Inc. , unless adjusted for
certain extraordinary corporate events as described herein.
2. Determination of the Maturity Payment Amount.
The Calculation Agent shall determine the amount payable on
the Stated Maturity
_____________
Siebel Systems, Inc. – units (including any fractional share or
other unit expressed as a decimal) of the Settlement Value Security included in
the calculation of the Settlement Value. The initial Multiplier relating to
Siebel Systems, Inc. , initially the only Settlement Value Security, shall be
1.0. The initial Multiplier for any other security which may subsequently become
a Settlement Value Security shall be the number
_____________
dt 1372174
;
Siebel Systems
As referenced in this Calculation Agency Agreement:
Siebel Systems, Inc. – Value Securities.
The "Settlement Value Securities" shall mean the securities
included in the calculation of the Settlement Value from time to time and shall
initially be the common stock of Siebel Systems, Inc. , unless adjusted for
certain extraordinary corporate events as described herein.
2. Determination of the Maturity Payment Amount.
The Calculation Agent shall determine the amount payable on
the Stated Maturity
_____________
Siebel Systems, Inc. – units (including any fractional share or
other unit expressed as a decimal) of the Settlement Value Security included in
the calculation of the Settlement Value. The initial Multiplier relating to
Siebel Systems, Inc. , initially the only Settlement Value Security, shall be
1.0. The initial Multiplier for any other security which may subsequently become
a Settlement Value Security shall be the number
_____________
dt 1372211
;
|
 Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – Enhanced Equity
Linked Debt Securities Due February 1, 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 1478100
;
Lehman Brothers
As referenced in this Calculation Agency Agreement:
Lehman Brothers Holdings Inc – FILENAME}f02-02_01ex2.txt
{DESCRIPTION}EXHIBIT 4.02 CALCULATION AGENCY AGREEMENT
{TEXT}
EXHIBIT 4.02
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of February 1, 2002
(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
$29,190,000 aggregate principal amount of YEELDS(TM) 19%
_____________
LEHMAN BROTHERS HOLDINGS INC – acquire or have any rights under or by virtue hereof.
{PAGE}
5
IN WITNESS WHEREOF, this Agreement has been entered into
as of the day and year first above written.
LEHMAN BROTHERS HOLDINGS INC .
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title: Vice President
LEHMAN BROTHERS INC.,
as Calculation Agent
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title: Vice
_____________
dt 1400009
;
More... |
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| 2001 |
Calculation Agency Agreement
Calculation Agency Agreement (39K)
Doc #253858: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of October 5, 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 $8,625,000
aggregate principal amount of RAPIDS(SM), Return Accelerated PortfolIo Debt
Securities Notes Due November 5, 2002 (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 Value of each of the Underlying Equity Securities in the Basket, (c)
the Ending Value 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.
--------
* "RAPIDS" is a servicemark of Lehman Brothers Inc.
{PAGE}
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.
{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
253858
|
AIG
As referenced in this Calculation Agency Agreement:
American International Group, Inc – 7,500,000 aggregate
principal amount of the Securities.
{PAGE}
8
"Starting Multiplier" shall mean, for each Underlying Equity Security,
the following:
Starting Multiplier
Underlying Equity Security (number of shares)
-------------------------- ------------------
American International Group, Inc . 1.274697
AOL Time Warner Inc. 3.039514
Citigroup Inc. 2.366864
Exxon Mobil Corporation 2.500625
General Electric Corporation 2.628121
Intel Corporation 5.117707
Internal Business Machines
_____________
American International Group, 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: American International Group, Inc ., AOL Time Warner Inc., Citigroup
Inc., Exxon Mobil Corporation, General Electric Corporation, Intel Corporation,
International Business Machines Corporation, Microsoft Corporation, Pfizer Inc.
and Wal-Mart Stores, Inc. The Underlying
_____________
dt 1483319
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – Accelerated PortfolIo Debt
Securities Notes Due November 5, 2002 (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 1478106
;
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Calculation Agency Agreement
Calculation Agency Agreement (40K)
Doc #253860: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of October 5, 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 $8,625,000
aggregate principal amount of RAPIDS(sm), Return Accelerated PortfolIo Debt
Securities Notes Due November 5, 2002 (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 Value of each of the Underlying Equity Securities in the Basket, (c)
the Ending Value 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.
----------------------------
* "RAPIDS" is a servicemark of Lehman Brothers Inc.
{PAGE}
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.
{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
253860
|
AIG
As referenced in this Calculation Agency Agreement:
American International Group, Inc – principal amount of the Securities.
{PAGE}
8
"Starting Multiplier" shall mean, for each Underlying Equity
Security, the following:
{TABLE}
{CAPTION}
Underlying Equity Security Starting Multiplier (number of shares)
-------------------------- --------------------------------------
{S} {C}
American International Group, Inc . 1.274697
AOL Time Warner Inc. 3.039514
Citigroup Inc. 2.366864
Exxon Mobil Corporation 2.500625
General Electric Corporation 2.628121
Intel Corporation 5.117707
Internal Business Machines
_____________
American International Group, 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: American International Group, Inc ., AOL Time Warner Inc.,
Citigroup Inc., Exxon Mobil Corporation, General Electric Corporation, Intel
Corporation, International Business Machines Corporation, Microsoft Corporation,
Pfizer Inc. and Wal-Mart Stores, Inc. The Underlying
_____________
dt 1483320
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – Accelerated PortfolIo Debt
Securities Notes Due November 5, 2002 (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 1478107
;
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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
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
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
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 Co |