Exhibit 4.2
SECOND 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 November 14, 2006 (as amended by the First
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 9.1(a) of the
Indenture permits, without the consent of any Holders of
Securities, the Company, when authorized by a Board Resolution, and
the Trustee to enter into a supplemental indenture to evidence the
succession of another Person to the Company, and the assumption by
any such successor Person of the covenants and conditions of the
Company contained in the Indenture and the Securities;
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
1.2, 8.3 and 9.3 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 1.2 and 8.3 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 otherwise expressly provided or unless the context
otherwise requires, all terms used herein which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
2. Assumption .
The
