FIRST SUPPLEMENTAL INDENTUREIndenture • December 17th, 1998 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • May 10th, 2001 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and between THE BEAR STEARNS COMPANIES INC.Agreement and Plan of Merger • March 20th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • Delaware
WARRANT AGREEMENTWarrant Agreement • February 21st, 1996 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
Exhibit (10)(b)(3) SECOND AMENDMENT TO LEASE ------------------------- SECOND AMENDMENT TO LEASE ("Second Amendment") dated as of the 23rd day of April, 2003 between THE BEAR STEARNS COMPANIES, INC., a Delaware corporation having an office at 383...Lease • February 27th, 2004 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 1(j) THE BEAR STEARNS COMPANIES INC. $10,227,293,162 Medium Term Notes, Series B with Minimum Maturity of Nine Months from Date of Issue DISTRIBUTION AGREEMENTDistribution Agreement • June 20th, 2003 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
U.S. $ _.__% GLOBAL NOTES DUE ____ UNDERWRITING AGREEMENTBear Stearns Companies Inc • April 6th, 1998 • Security brokers, dealers & flotation companies • New York
and THE CHASE MANHATTAN BANK Trustee INDENTUREIndenture • December 17th, 1998 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
SECOND SUPPLEMENTAL INDENTUREBear Stearns Companies Inc • May 10th, 2001 • Security brokers, dealers & flotation companies • New York
Execution Version ----------------- SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 24th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • Delaware
EXHIBIT 1(k) THE BEAR STEARNS COMPANIES INC. $2,000,000,000 IncomeNotes(SM) DISTRIBUTION AGREEMENTDistribution Agreement • June 20th, 2003 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
Exhibit 1(g) ___________ Shares of Depositary Shares Each Representing a _______ Interest in a Share of ___% Preferred Stock, $1.00 par value THE BEAR STEARNS COMPANIES INC. UNDERWRITING AGREEMENT THE BEAR STEARNS COMPANIES INC. ____________ Shares of...Bear Stearns Companies Inc • March 8th, 2000 • Security brokers, dealers & flotation companies
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • December 17th, 1998 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 99.1 GUARANTY AGREEMENT THIS 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...Guaranty Agreement • March 20th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
ARTICLE 1Agreement • February 28th, 2001 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
FORM OF BEAR STEARNS COMPANIES INC. LONG-TERM INCENTIVE STOCK AWARDAgreement • June 27th, 2003 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
PREFERRED SECURITIES GUARANTEE AGREEMENT BEAR STEARNS CAPITAL TRUST III Dated as of May 10, 2001 CROSS-REFERENCE TABLEPreferred Securities Guarantee Agreement • May 10th, 2001 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
ANDDeposit Agreement • June 18th, 1998 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 1(h) JOINDER AGREEMENT This Joinder Agreement dated as of ________ __, ____ (this "Joinder Agreement"), by and among The Bear Stearns Companies Inc., a Delaware corporation (the "Company"), Bear, Stearns & Co. Inc. ("Bear Stearns"), the agents...Joinder Agreement • November 18th, 2003 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies
7.80% Trust Issued Preferred Securities (Liquidation amount $25 per Preferred Security) of Bear Stearns Capital Trust III fully and unconditionally guaranteed by The Bear Stearns Companies Inc. Underwriting Agreement ----------------------Trust Agreement • May 10th, 2001 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies
andWarrant Agreement • July 17th, 2003 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
Exhibit 4(a)(2) THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 29, 1998 (the "Supplement"), to the Indenture dated as of May 31, 1991 (the "Indenture"), between The Bear Stearns Companies Inc., a Delaware corporation (the "Company"), and The...Bear Stearns Companies Inc • February 2nd, 1998 • Security brokers, dealers & flotation companies
AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENTBear Stearns Companies Inc • February 3rd, 2005 • Security brokers, dealers & flotation companies
EXHIBIT 99.2 THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated March 16, 2008, between The Bear Stearns Companies...Stock Option Agreement • March 20th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
CONFORMED COPY Dated June 28, 2002 BEAR STEARNS GLOBAL ASSET HOLDINGS, LTD. NOTE ISSUANCE AGREEMENT DEED OF COVENANTNote Issuance Agreement • November 23rd, 2004 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • England
Exhibit 99.1 GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of March 24, 2008Guarantee and Collateral Agreement • March 28th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
ARTICLE I WARRANT DETAILSFirst Supplemental Warrant Agreement • July 17th, 2003 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies
Shares of Depositary Shares Each Representing a Interest in a Share of % Preferred Stock, $1.00 par value THE BEAR STEARNS COMPANIES INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2006 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
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...Guaranty Agreement • March 24th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
SUPPLEMENTAL NOTE ISSUANCE AGREEMENTSupplemental Note Issuance Agreement • November 23rd, 2004 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • England and Wales
DISTRIBUTION AGREEMENTDistribution Agreement • August 16th, 2006 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
In connection with registered public offerings of securities for which we are acting as lead manager or co-manager of an underwriting syndicate or unregistered offerings of securities for which we are acting as lead manager or co-manager of the initial purchasers, or institutions acting in a similar capacity, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group.
ContractBear Stearns Companies Inc • June 30th, 2008 • Security brokers, dealers & flotation companies • New York
FIRST AMENDMENT, dated as of June 30, 2008, (this “Amendment”), among The Bear Stearns Companies Inc. (the “Company”), JPMorgan Chase & Co. (the “Guarantor”) and The Bank of New York, as trustee (the “Guarantee Trustee”), to the Preferred Securities Guarantee Agreement, dated as of May 10, 2001 (the “Securities Guarantee”), between the Company and the Guarantee Trustee.
ContractSecond Supplemental Indenture • June 30th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of June 30, 2008, (this “Supplemental Indenture”), among The Bear Stearns Companies Inc. (the “Company”), JPMorgan Chase & Co. (the “Guarantor”) and The Bank of New York, as trustee (the “Trustee”), to the Indenture, dated as of May 31, 1991 (as amended by the First Supplemental Indenture, dated as of January 29, 1998, and as otherwise heretofore amended, supplemented or modified, the “Indenture”), between the Company and the Trustee.
RECITALS:Trust Agreement • February 20th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • Delaware
TO THEThe Agreement • March 24th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • Delaware
