27th Feb 2009 16:11
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.
Warrant Programme
To the holders (the "Holders") of each series of warrants outstanding on the date of this notice (the "Warrants") of the relevant Issuer specified therein and issued pursuant to:
(i) the terms of the Master Warrant Agreement dated 28 January 2004 ("Master Warrant Agreement"); and
(ii) the Warrant Programme of Bear Stearns Bank plc and Bear Stearns Global Asset Holdings, Ltd. unconditionally and irrevocably guaranteed by The Bear Stearns Companies LLC (formerly known as The Bear Stearns Companies Inc. and referred to in this notice as the "Original Guarantor"):
Pursuant to the terms and conditions of the Warrants, JPMorgan Chase & Co. (the "Substitute Guarantor") has agreed, at the request of the Original Guarantor, to enter into a Supplemental Master Warrant Agreement to be dated on or around 27 February 2009 pursuant to which it shall assume all of the rights and obligations of the Original Guarantor when acting in its capacity as guarantor (the "Guarantor Substitution") under, pursuant to or, as the case may be, in respect of each series of Warrants.
The Original Guarantor hereby gives notice of the Guarantor Substitution to the Holders, which shall take effect on or around 27 February 2009.
Pursuant to the terms and conditions of the Warrants, Bear Stearns Bank plc (the "Substitute Issuer") has agreed, at the request of Bear Stearns Global Asset Holdings, Ltd. (the "Original Issuer"), to enter into a Deed Poll 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 Warrants issued by the Original Issuer.
The Original Issuer hereby gives notice of the Issuer Substitution to the Holders, which shall take effect on or around 02 March 2009.
The Supplemental Master Warrant Agreement in respect of the Guarantor Substitution and the Deed Poll in respect of the Issuer Substitution shall, upon execution, be available for viewing at the offices of the Principal Warrant Agent specified below.
The Original Issuer hereby gives notice to the Holders that the terms and conditions of the Warrants shall be amended pursuant to the provisions of a letter agreement to be dated on or around 02 March 2009 such that the requirement upon the Issuer to provide prior notice to Holders in respect of a substitution of Issuer shall be removed. The letter agreement shall, upon execution, be available for viewing at the offices of the Principal Warrant Agent specified below.
Principal Warrant AgentThe Bank of New York MellonOne Canada SquareLondon E14 5ALUnited Kingdom
Dated: 27 February 2009
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