27th Feb 2009 16:07
NOTICE OF THE SUBSTITUTION OF AN ISSUER AND THE GUARANTOR
The Bear Stearns Companies LLC (formerly known as The Bear Stearns Companies Inc.)
Bear Stearns Bank plc
Bear Stearns Global Asset Holdings, Ltd.
Bear Stearns Caribbean Asset Holdings Ltd.
Euro Medium Term Note Programme
To the holders (the "Holders") of each series of notes outstanding on the date of this notice (the "Notes") of the relevant Issuer specified therein and issued pursuant to:
(i) the terms of the Trust Deed (as defined in the Fourteenth Supplemental Trust Deed (defined below)); and
(ii) the Euro Medium Term Note Programme of The Bear Stearns Companies LLC (formerly known as The Bear Stearns Companies Inc. and referred to in this notice as the "Original Obligor"), Bear Stearns Bank plc ("Substitute Issuer"), Bear Stearns Global Asset Holdings, Ltd. ("Original Issuer") and Bear Stearns Caribbean Asset Holdings Ltd. ("BSCAH"), unconditionally and irrevocably guaranteed by the Original Obligor (the "EMTN Programme"):
Pursuant to the terms and conditions of the Trust Deed, JPMorgan Chase & Co. (the "Substitute Obligor") has agreed, at the request of the Original Obligor and in accordance with the terms of the Trust Deed, to enter into a Fourteenth Supplemental Trust Deed to be dated on or around 27 February 2009 ("Fourteenth Supplemental Trust Deed") pursuant to which it shall assume all of the rights and obligations of the Original Obligor when acting in its capacity as issuer (the "Parent Issuer Substitution") and when acting in its capacity as guarantor ("Guarantor Substitution"), in each case, under, pursuant to or, as the case may be, in respect of the Notes issued under the EMTN Programme.
The Original Obligor hereby gives notice of the Parent Issuer Substitution and Guarantor Substitution to the Holders, which shall take effect on or around 27 February 2009.
Pursuant to the terms and conditions of the Trust Deed (as amended by the Fourteenth Supplemental Trust Deed), the Substitute Issuer has agreed, at the request of the Original Issuer, to enter into a Fifteenth Supplemental Trust Deed to be dated on or around 02 March 2009 pursuant to which the Substitute Issuer shall assume all of the rights and obligations of the Original Issuer ("Issuer Substitution") under, pursuant to or, as the case may be, in respect of each series of Notes issued by the Original Issuer under the EMTN Programme.
The Original Issuer hereby gives notice of the Issuer Substitution to the Holders, which shall take effect on or around 02 March 2009.
The Fourteenth Supplemental Trust Deed in respect of the Parent Issuer Substitution and the Guarantor Substitution and the Fifteenth Supplemental Trust Deed in respect of the Issuer Substitution shall, upon execution, be available for viewing at the offices of the Trustee specified below.
TrusteeCiticorp Trustee Company LimitedCitigroup CentreCanada SquareCanary WharfLondon E14 5LB
This notice is given by the Original Obligor in respect of the Parent Issuer Substitution and the Guarantor Substitution and by the Original Issuer in respect of the Issuer Substitution.
Dated: 27 February 2009
Related Shares:
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