|
Exhibit 99.1
EXECUTION VERSION
AMENDED AND RESTATED GUARANTY AGREEMENT
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this "Guaranty")
is made
effective as of the 16th day of March, 2008, by JPMORGAN CHASE
& CO. (the
"Guarantor"), a Delaware corporation headquartered in New York,
New York.
WHEREAS, the Guarantor is a party to an Agreement and Plan of
Merger with
The Bear Stearns Companies Inc. ("BSC"), dated as of March 16,
2008 (as amended
from time to time, the "Acquisition Agreement");
WHEREAS, as a condition precedent to entering into the
Acquisition
Agreement, BSC requested that the Guarantor enter into a
guaranty;
WHEREAS, the Guarantor entered into a Guaranty Agreement dated
March 16,
2008 (the "Original Guaranty") and is entering into this Amended
and Restated
Guaranty Agreement at the request of the Covered BSC Entities
(as defined below)
to replace and make certain clarifications and additions to the
Original
Guaranty (without in any way limiting the scope of any
guaranties provided under
the Original Guaranty);
NOW, THEREFORE, in consideration of the premises and other good
and
valuable consideration, the sufficiency of which is hereby
acknowledged, the
Guarantor agrees as follows:
1. The Guarantor hereby unconditionally guaranties the due and
punctual
payment of all Covered Liabilities of the Covered BSC Entities
on the terms set
forth herein.
2. As used in this Guaranty:
(a) The term "Covered BSC Entities" means BSC and the affiliates
of BSC
listed on Schedule 1 hereto. For the avoidance of doubt, Covered
BSC Entities
does not include (x) any successor, assign or transferee of BSC
or the entities
listed on Schedule 1, which successor, assign or transferee is
not an affiliate
of the Guarantor, or (y) any subsidiary, affiliate, fund,
special purpose
entity, variable interest entity, investment vehicle or other
entity owned
(directly or indirectly), affiliated with or organized,
promoted, sponsored,
managed or otherwise administered in any manner by BSC or any
BSC affiliate
listed on Schedule 1 or in which BSC or any such BSC affiliate
has or has had a
legal or beneficial interest or to which BSC or any such
affiliate has or has
had economic exposure, in the case of each of the foregoing
clauses (x) and (y)
unless such entity is listed on Schedule 1.
(b) The term "Covered Liabilities" means:
<PAGE>
(1) all liabilities and obligations under revolving credit
facilities, letters
of credit and letter of credit facilities, term loan facilities,
lines of credit
(including without limitation in connection with Trading
Contract activities) or
uncommitted loan facilities, in each case whether secured or
unsecured (whether
absolute or contingent, liquidated or unliquidated,
intraday/daylight,
overnight, short or long term) of the Covered BSC Entities in
respect of
extensions of credit to a Covered BSC Entity made prior to the
date hereof, made
during the Guaranty Period, made at any time pursuant to a
commitment in effect
as of the date hereof or made at any time pursuant to a
commitment entered into
during the Guaranty Period (in each case without giving effect
to any amendment
of such commitment entered into after the Guaranty Period);
(2) all liabilities and obligations (whether absolute or
contingent, liquidated
or unliquidated, intraday/daylight, overnight, short or long
term) of the
Covered BSC Entities that arise from transactions that have been
entered into
prior to the date hereof and all liabilities and obligations
(whether absolute
or contingent, liquidated or unliquidated, intraday/daylight,
overnight, short
or long term) of the Covered BSC entities that arise from
transactions that are
entered into during the Guaranty Period, in each case to the
extent (and only to
the extent) that such liabilities or obligations arise under the
terms of: prime
brokerage agreements and accounts, securities lending
agreements, custodial and
carrying agreements, securities accounts and securities
contracts (including but
not limited to contracts and related accounts for the purchase,
sale, loan or
borrowing of a security or loan or a group or index of
securities or loans, or
options with respect thereto or interests therein), commodity
contracts
(including but not limited to contracts for storage, capacity,
transmission,
freight, transportation and other ancillary services and
products), forward
contracts, futures contracts, tolling agreements, energy
management agreements,
repurchase or reverse repurchase agreements, swap agreements,
foreign exchange
and currency contracts, options or other derivatives (whether or
not such
derivative contracts are financially or physically settled),
settlement or
clearing agreements and arrangements (including but not limited
to clearance or
settlement for or by the Covered BSC Entities and membership or
participation in
any settlement or clearing system, organization or structure),
margin loan
agreements, other contracts or transactions similar to any of
the foregoing, any
customary brokerage commission with respect to the foregoing,
any contractual
obligation to provide collateral or margin in respect of any of
the foregoing or
any obligation under a guaranty of any of the foregoing (all of
the foregoing in
this subsection 2(b)(2) collectively, whether exchange-traded
or
over-the-counter, whether purs
| 
