|
EX-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-
| 
