Exhibit 4.3
FOURTH SUPPLEMENTAL INDENTURE,
dated as of July 31, 2008, (this “ Supplemental
Indenture ”), among The Bear Stearns Companies LLC
(formerly, The Bear Stearns Companies Inc.) (the “
Company ”),
JPMorgan Chase & Co. (the “ New Obligor ”)
and The Bank of New York Mellon, as trustee (the “
Trustee ”), to the
Indenture, dated as of December 16, 1998 (as supplemented by the
First Supplemental Indenture, dated as of December 16, 1998, the
Second Supplemental Indenture, dated as of May 10, 2001, and the
Third Supplemental Indenture, dated as of June 30, 2008, and as
otherwise heretofore amended, supplemented or modified, the
“ Indenture ”), between the Company and the
Trustee.
RECITALS
WHEREAS, the Company has
transferred, or shall simultaneously upon execution of this
Supplemental Indenture transfer, all or substantially all of the
assets of the Company to the New Obligor;
WHEREAS, Section 10.01(a) of the
Indenture permits, without the Consent of Securityholders, the
Company, when authorized by a Resolution of the Company, and the
Trustee to enter into a supplemental indenture to evidence the
succession of another corporation to the Company, or successive
successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Company pursuant to
Article XI of the Indenture and to comply with Section 15.07 of the
Indenture.
WHEREAS, pursuant to the request
of the Company, the Trustee has agreed to amend certain provisions
of the Indenture as set forth below and to enter into a
supplemental indenture to reflect such amendments to the
Indenture;
WHEREAS, the Trustee has received
(i) an Opinion of Counsel to the New Obligor pursuant to Sections
10.03, 11.03 and 16.04 of the Indenture, (ii) a copy of the Board
Resolutions authorizing the execution and delivery by the Company
of this Supplemental Indenture and a copy of the resolutions of the
Board of Directors of the New Obligor authorizing the execution and
delivery by the New Obligor of this Supplemental Indenture and
(iii) an Officers’ Certificate from each of the Company and
the New Obligor pursuant to Sections 7.02 and 16.04 of the
Indenture; and
WHEREAS, all things necessary to
make this Supplemental Indenture a valid agreement of the Company
and the New Obligor in accordance with its terms have been
done;
NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the New Obligor, the
Company and the Trustee covenant and agree for the equal and
ratable benefit of the holders of the Securities as follows:
1. Defined Terms .
Except as otherw
