27 Feb 2009 16:08
NOTICE OF THE SUBSTITUTION OF AN ISSUER AND THE GUARANTOR
The Bear Stearns Companies LLC (formerly known as The Bear Stearns Companies Inc.)
Bear Stearns Global Asset Holdings, Ltd.
Note Issuance Programme
To the holders (the "Holders") of each series of notes outstanding on the date of this notice (the "Notes") issued by Bear Stearns Global Asset Holdings, Ltd. (the "Original Issuer") pursuant to:
(i) the terms of the applicable Relevant Note Issuance Agreement (as defined in the Schedule hereto); and
(ii) the Note Issuance Programme of The Bear Stearns Companies LLC (formerly known as The Bear Stearns Companies Inc. and referred to in this notice as the "Original Guarantor") and the Original Issuer (the "Note Issuance Programme"):
Pursuant to the terms and conditions of each series of Notes, JPMorgan Chase & Co. (the "Substitute Guarantor") has agreed, at the request of the Original Guarantor, to enter into a Deed Poll to be dated on or around 27 February 2009 pursuant to which it shall assume all of the rights and obligations of the Original Guarantor when acting in its capacity as guarantor (the "Guarantor Substitution") under, pursuant to or, as the case may be, in respect of each series of Notes.
The Original Guarantor hereby gives notice of the Guarantor Substitution to the Holders, which shall take effect on or around 27 February 2009.
Pursuant to the terms and conditions of each series of Notes, Bear Stearns Bank plc (the "Substitute Issuer") has agreed, at the request of the Original Issuer, to enter into a Deed Poll to be dated on or around 02 March 2009 pursuant to which the Substitute Issuer shall assume all of the rights and obligations of the Original Issuer ("Issuer Substitution") under, pursuant to or, as the case may be, in respect of each series of Notes issued by the Original Issuer.
The Original Issuer hereby gives notice of the Issuer Substitution to the Holders, which shall take effect on or around 02 March 2009.
The Deed Poll in respect of the Guarantor Substitution and the Deed Poll in respect of the Issuer Substitution shall, upon execution, be available for viewing at the offices of the Agent specified below.
AgentThe Bank of New York MellonOne Canada SquareLondon E14 5ALUnited Kingdom
Dated: 27 February 2009
SCHEDULE
Each of the following agreements shall be a "Relevant Note Issuance Agreement" for the purposes of this notice:
each executed in connection with the Note Issuance Programme.