Exhibit
4.05


 


CALCULATION
AGENCY AGREEMENT


 


BETWEEN


 


LEHMAN
BROTHERS HOLDINGS INC.


 


AND


 


LEHMAN
BROTHERS INC.


 


CALCULATION AGENCY
AGREEMENT, dated as of March 22, 2006 (this “Agreement”), between Lehman
Brothers Holdings Inc. (the “Company”) and Lehman Brothers Inc., as
Calculation Agent.


 


WHEREAS, the
Company proposes to issue and sell its FX-Linked Notes (the “Notes”) from time to time;


 


WHEREAS, the terms
of the Notes will be set forth in the applicable Note (in connection with the
performance by the Calculation Agent of its services hereunder with respect to
the Notes, the Note is referred to herein as the “relevant Note”);


 


WHEREAS, the terms
of the Notes will be described in a pricing supplement (in connection with the
performance by the Calculation Agent of its services hereunder with respect to
the Notes, the pricing supplement relating to the Notes is referred to herein
as the “relevant Pricing Supplement”) to the prospectus supplement dated
May 18, 2005 and the prospectus dated May 18, 2005;


 


WHEREAS, the Notes
will be issued under an Indenture, dated as of September 1, 1987, between the
Company and Citibank, N.A., as Trustee (the “Trustee”), as supplemented
and amended by supplemental indentures dated as of November 25, 1987, November
27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26,
1997, and incorporating Standard Multiple Series Indenture Provisions dated
July 30, 1987, as amended November 16, 1987 (collectively, the “Indenture”);
and


 


WHEREAS, the
Company requests the Calculation Agent to perform certain services described
herein in connection with the Notes;


 


NOW THEREFORE, the
Company and the Calculation Agent agree as follows:


 


1.             Appointment of Agent. The
Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman
Brothers Inc. hereby accepts such appointment as the Company’s agent for the
purpose of performing the services hereinafter described upon the terms and
subject to the conditions hereinafter mentioned.


 


2.             Calculations and Information
Provided. In response to a request made by the Trustee for a determination
of the Redemption Amount, Additional Amount, Interest Amount or other amount as
specified in the relevant Note, with respect to any series of the Notes, the
Calculation Agent shall determine the Redemption Amount, Additional Amount,
Interest


 





















 


Amount
or other amount specified in the relevant Note or the relevant Pricing
Supplement on the Valuation Date, Settlement Date or other relevant date(s) or
series of days specified in the relevant Note or the relevant Pricing
Supplement, or as soon as practicable thereafter but in no event later than the
relevant payment date for such amount, in accordance with the terms of the
Notes and this Agreement, and shall notify the Trustee of its determination. In
addition, the Calculation Agent shall also be responsible for each of the
following items for the Notes, to the extent applicable:


 


(a)           determining
whether a Disruption Event has occurred and, in the event a Disruption Event
has occurred, determining the Redemption Amount, Additional Amount, Interest
Amount or other amount specified in the relevant Note or the relevant Pricing
Supplement in the manner specified therein;


 


(b)           determining
whether a Price Source Unavailability Event has occurred and, in the event a
Price Source Unavailability Event has occurred, taking the actions specified in
the relevant Note or the relevant Pricing Supplement; and


 


(c)           making
any other calculation, determination or adjustment specified as being made by
the Calculation Agent in this Agreement, the relevant Pricing Supplement or the
relevant Note.


 


The Calculation Agent shall notify the
Trustee of all such determinations and adjustments or if a Disruption Event or
a Price Source Unavailability Event with respect to a series of Notes has
occurred.


 


3.             Calculations. Any
calculation or determination by the Calculation Agent pursuant hereto shall be
made at the sole discretion of the Calculation Agent and shall (in the absence
of manifest error) be final and binding. Any calculation made by the
Calculation Agent hereunder shall, at the Trustee’s request, be made available
at the Corporate Trust Office. The procedures the Calculation Agent will use to
determine the information described herein with respect to the Notes is set
forth as follows:


 


On the Valuation Date, Settlement Date or
other relevant date(s) or series of dates specified in the relevant Note or the
relevant Pricing Supplement, or as soon as practicable thereafter but in no
event later than the relevant payment date, the Calculation Agent shall:


 


(a)           calculate
the Redemption Amount, Additional Amount, Interest Amount or other amount for
the Notes as specified and described in the relevant Note or the relevant
Pricing Supplement; and/or


 


(b)           determine
with respect to the applicable Reference Currency or Reference Currencies the
Reference Exchange Rate(s), Settlement Rate(s) or other rate(s) specified in
the relevant Note or the relevant Pricing Supplement (including any forward
rates or values, forward points, futures values, or rate(s) based on or
interpolated from any of the foregoing or from any other determinant specified
in the specified in the the relevant Note or the relevant Pricing Supplement).


 


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The Calculation Agent shall notify the
Trustee of all such calculations and determinations, and any adjustments
thereof.


 


4.             Fees and Expenses. The
Calculation Agent shall be entitled to reasonable compensation for all services
rendered by it as agreed to between the Calculation Agent and the Company.


 


5.             Terms and Conditions. The
Calculation Agent accepts its obligations herein set out upon the terms and
conditions hereof, including the following, to all of which the Company agrees:


 


(a)           in
acting under this Agreement, the Calculation Agent is acting solely as an
independent expert and not as an agent of the Company and does not assume any
obligation toward, or any relationship of agency or trust for or with, any of
the holders of the Notes;


 


(b)           unless
otherwise specifically provided herein, any order, certificate, notice,
request, direction or other communication from the Company or the Trustee made
or given under any provision of this Agreement shall be sufficient if signed by
any person who the Calculation 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 Notes 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 willful 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


 


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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 may be merged or converted or any corporation with
which the Calculation Agent may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Calculation Agent
shall be a party, or any corporation to which the Calculation Agent shall sell
or otherwise transfer all or substantially all of the assets and business of
the Calculation Agent shall be the successor Calculation Agent under this
Agreement without the execution or filing of any paper or any further act on
the part of any of the parties hereto.


 


7.             Certain Definitions. Capitalized
terms not otherwise defined herein are used herein as defined in the relevant
Note or the relevant Pricing Supplement or, if not defined in the relevant Note
or the relevant Pricing Supplement, as defined in the Indenture.


 


8.             Indemnification. The Company
will indemnify the Calculation Agent against any losses or liability which it
may incur or sustain in connection with its appointment or the exercise of its
powers and duties hereunder except such as may result from the gross negligence
or wilful misconduct of the Calculation Agent or any of its agents or employees.
The Calculation Agent shall incur no liability and shall be indemnified and
held harmless by the Company for or in respect of any action taken or suffered
to be taken in good faith by the Calculation Agent in reliance upon written
instructions from the Company.


 


9.             Notices. Any
notice required to be given hereunder shall be delivered in person, sent
(unless otherwise specified in this Agreement) by letter, telex or facsimile
transmission or communicated by telephone (confirmed in a writing dispatched
within two Business Days), (a) in the case of the Company, to it at 745 Seventh
Avenue, New York, New York 10019 (facsimile: (646) 758-3204) (telephone: (212)
526-7000), Attention: Treasurer, with a copy to 1301 Avenue of the Americas,
5th floor, New York, NY 10019 (facsimile: (212) 526-0357)


 


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(telephone: (212) 526-7000), Attention: Corporate
Secretary, (b) in the case of the Calculation Agent, to it at Lehman
Brothers Inc., 745 Seventh
Avenue, New York, NY 10019 (facsimile: (646) 758-3204) (telephone: (212)
526-7000), Attention: Treasurer and (c) in the case of the Trustee, to it at 111 Wall Street, 5th Floor,
New York, New York 10043 (facsimile: (212) 657-3836) (telephone: (212)
657-7805), Attention: Corporate Trust Department or, in any case, to any other
address or number of which the party receiving notice shall have notified the
party giving such notice in writing. Any notice hereunder given by telex,
facsimile or letter shall be deemed to be served when in the ordinary course of
transmission or post, as the case may be, it would be received.


 


10.           GOVERNING LAW. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONTINUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.


 


11.           Counterparts. This Agreement
may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


 


12.           Benefit of Agreement. This
Agreement is solely for the benefit of the parties hereto and their successors
and assigns, and no other person shall acquire or have any rights under or by
virtue hereof.


 


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IN WITNESS WHEREOF,
this Agreement has been entered into as of the day and year first above
written.


 


 


	
   

  	
  LEHMAN BROTHERS HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS INC.

  
	
   

  	
    as Calculation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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