Issuer
Lehman Brothers Inc., as Dealer
By:
/s/ Steve McFadin
By:
/s/ Joann Petrossian
Name:
Steve McFadin
Name:
Joann Petrossian
Title:
Assistant Treasurer
Title:
Senior Vice President
15
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1.
The other dealers referred to in clause (b) of Section 1.2 of
the Agreement are J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated.
2.
The addresses of the respective parties for purposes of notices
under Section 7.1 are as follows:
For the Issuer:
Address: P.O. Box 10342; West Wind; 70 Harbour Drive, 4th Floor, Block B; George
Town, Grand Cayman KY1-1003; Cayman Islands, B.W.I.
Attention: Steve McFadin
Telephone number: 345-745-4500
Fax number: 345-745-4504
With Copy to:
Address: 4 Greenway Plaza, Houston, Texas 77046
Attention: Treasurer
Telephone number: 713-232-7173
Fax number: 713-626-9556
For the Dealer:
Address: 745 Seventh Avenue, 4th floor, New York, New York 10019-6801
Attention: Product Management-Commercial Paper
Telephone number: 212-526-0731
Fax number: 646-758-4641
16
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT
(I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) AN INSTITUTIONAL INVESTOR OR
SOPHISTICATED INDIVIDUAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE
MEANING OF RULE 501(a) UNDER THE ACT AND WHICH, IN THE CASE OF AN INDIVIDUAL,
(i) POSSESSES SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
THAT HE OR SHE IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC RISK OF AN
INVESTMENT IN THE NOTES AND (ii) HAS NOT LESS THAN $5 MILLION IN INVESTMENTS (AN
"INSTITUTIONAL ACCREDITED INVESTOR" OR "SOPHISTICATED INDIVIDUAL ACCREDITED
INVESTOR", RESPECTIVELY) AND (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A
BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN
ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE ACT)
ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR AGENT
(OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES FOR
ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR OR SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR; OR (B) A QUALIFIED
INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT
IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF
WHICH ACCOUNTS IS A QIB AND WITH RESPECT TO EACH OF WHICH ACCOUNTS THE PURCHASER
HAS SOLE INVESTMENT DISCRETION; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE
THAT THE SELLER MAY