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Exhibit 4(q)
PAYING AGENT, REGISTRAR & TRANSFER AGENT AND
AUTHENTICATING AGENT AGREEMENT
THIS AGREEMENT is dated as of March 23, 2005, and shall remain
in effect
thereafter, among JPMorgan Chase & Co., a corporation
organized under the laws
of the State of Delaware (the "Issuer"), Deutsche Bank Trust
Company Americas
(f/k/a Bankers Trust Company), a New York banking corporation
(the "Trustee"),
and JPMorgan Chase Bank, National Association, a national
banking association
(the "Bank").
WITNESSETH:
WHEREAS, the Issuer has entered into an Indenture, dated as of
May 25,
2001 (the "Indenture"), with the Trustee, pursuant to which the
Issuer may issue
its unsecured debentures, notes or other evidences of
indebtedness to be issued
in one or more series (the "Securities") up to such principal
amount or amounts
as may from time to time be authorized in accordance with the
terms thereof;
WHEREAS, the Issuer wishes to appoint the Bank as paying agent,
registrar
and transfer agent under the Indenture;
WHEREAS, the Issuer and the Trustee wish to appoint the Bank
as
Authenticating Agent under the Indenture;
WHEREAS, all things necessary to make this Agreement a valid
agreement
according to the terms of the Indenture have been done;
NOW, THEREFORE, the Issuer, the Trustee and the Bank, for good
and
valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged, hereby mutually covenant and agree as follows:
SECTION 1. Paying Agent. (a) Appointment. In accordance with and
subject
to Section 3.04 of the Indenture, the Issuer hereby appoints the
Bank, and the
Bank hereby accepts such appointment, to act, on the terms and
conditions
specified herein, as paying agent (the "Paying Agent") in
connection with any
series of Securities issued under the Indenture, unless the
parties hereto
otherwise agree to the contrary.
(b) Availability of Funds. The Issuer shall assure that funds
are
available to the Paying Agent not later than 12:00 noon New York
City time on or
prior to each due date of the principal of or interest on the
Securities of any
series, in immediately available funds sufficient to pay the
principal of, and
interest on, each of the Securities of such series (together
with any additional
amounts payable pursuant to the terms of such Securities) as the
case may be.
The Issuer shall promptly notify the Trustee of any failure to
take such action.
When used herein, the terms "principal" and "interest" shall
have the meanings
ascribed to them in Section 1.01 of the Indenture.
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(c) Application of Funds; Return of Unclaimed Funds. Until used
or applied
as herein provided and except as otherwise provided in the terms
of any series
of Securities, all funds made available to the Paying Agent
hereunder shall be
held for the purposes for which they were received but need not
be segregated
from other funds except to the extent required by law.
(d) Agreements with the Trustee. The Paying Agent shall (i) hold
all sums
received by it as such agent for the payment of the principal of
or interest on
any Securities of such series (whether such sums have been paid
to it by the
Issuer or by any other obligor on the Securities of such series)
in trust for
the benefit of the holders of the Securities of such series or
the Coupons
appertaining thereto, if any, or of the Trustee, and (ii) give
the Trustee
notice of any failure by the Issuer (or by any other obligor on
the Securities
of such series) to make any payment of the principal of or
interest on the
Securities when the same shall be due and payable.
(e) No Agency Relationship. In acting under this Agreement or
in
connection with any series of Securities issued under the
Indenture, the Paying
Agent is acting solely as agent of the Issuer and shall not
assume any
relationship of agency or trust for or with any Securityholder,
except that all
funds held by the Bank for payment of principal of or interest
on the Securities
shall be held in trust by it and applied to payments of the
Securities subject
to the limitations set forth herein and in the terms of the
Security.
SECTION 2. Registrar and Transfer Agent. (a) Appointment. The
Issuer
hereby appoints the Bank, and the Bank hereby accepts such
appointment, to act,
on the terms and conditions specified herein, as registrar and
transfer agent
(the "Registrar and Transfer Agent") in connection with any
series of Securities
issued under the Indenture, unless the parties hereto otherwise
agree to the
contrary.
(b) Rights and Obligations. The Registrar and Transfer Agent
shall have
the same rights and obligations with respect to the registration
and transfer of
any series of Securities that the Issuer has outstanding under
Sections 2.08 and
3.02 of the Indenture.
SECTION 3. Authenticating Agent. (a) Appointment. In accordance
with and
subject to Section 6.13 of the Indenture, the Issuer and the
Trustee hereby
appoint the Bank, and the Bank hereby accepts such appointment,
to act, on the
terms and conditions specified herein, as authenticating agent
(the
"Authenticating Agent") on behalf of the Trustee to authenticate
Securities,
including Securities issued upon exchange, registration of
transfer, partial
redemption or pursuant to Section 2.09 of the Indenture, unless
the parties
hereto otherwise agree to the contrary.
(b) Representation and Warranty. The Authenticating Agent
hereby
represents and warrants that it is, and at all times during
which this Agreement
is
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in effect will be (i) a national association organized and doing
business under
the laws of the United States
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