From: J.P. Morgan Chase & Co. (as "Issuer") 383 Madison Avenue New York, New York 10179 United States of America
To: The Holders of Securities
Copy: The Bank of New York Mellon (as "Principal Programme Agent") One Canada Square London E14 5AL United Kingdom
The Bank of New York Mellon S.A./N.V., Luxembourg Branch (as "Paying Agent", "Transfer Agent" and "Registrar") Vertigo Building - Polaris 2-4 rue Eugène Ruppert L-2453 Luxembourg
23 June 2020
JPMorgan Chase & Co.
EUR 100,000,000 30-Year Fixed Rate Notes (with Coupon Step-Up), due July 2044 (Restructured)
(previously known as " EUR 100,000,000 30-Year Range Accrual Notes linked to the EUR/USD FX Rate, due July 2044") (the "Securities" or the "Notes")
(Series: 2014-5634; ISIN: XS1061529779)
Structured Products Programme for the issuance of Notes, Warrants and Certificates
AMENDMENT NOTICE
We refer to the Securities Note in respect of the Securities dated 23 November 2017 (the "Securities Note"). Any term used in this notice but not defined shall have the meaning as defined or specified in the Securities Note.
Since the issuance of the Securities, it has been determined that the terms and conditions of the Securities as set forth in the Pricing Supplement in respect of the Securities dated 3 July 2014 shall be amended.
We, with the consent of the sole Holder of 100 per cent. of the outstanding Securities, have made certain amendments as further described in the Letter to the Holders of the Securities dated 16 June 2020 (the "Amendments") to the terms and conditions of the Securities by way of the Amended and Restated Pricing Supplement dated 23 June 2020. The corresponding amendments to the introduction text on page 5 of the Securities Note and the "Contractual Terms" of the Securities on pages 6 to 20 of the Securities Note are reflected in the Amended and Restated Sections of the Securities Note dated the date hereof (as attached at the Schedule hereto), such that all double-underlined text will be inserted into, and all struck-out text will be deleted from, the relevant sections of the Securities Note.
Such Amendments will be deemed to have been effective for all purposes with effect from the Issue Date of the Securities (being 7 July 2014), and shall be binding on all the Holders of the Securities.
This notice shall be governed by, and construed in accordance with, English Law.
Yours faithfully
J.P. MORGAN CHASE & CO. (as Issuer) By:
352543901/Ashurst (MJL/AMNG)/JR SCHEDULE
AMENDED AND RESTATED SECTIONS OF THE SECURITIES NOTE Terms and Conditions of the Securities
AMENDED AND RESTATED SECTIONS OF THE SECURITIES NOTE DATED ______2020 (amending and restating the relevant sections of the Securities Note dated 23 November 2017)
TERMS AND CONDITIONS OF THE SECURITIES
The Terms and Conditions of the Securities shall comprise the General Conditions of the WarrantsNotes (as set out in the section entitled "General Conditions"), as completed and/or amended by the FX Linked Provisions (as set out in the section entitled "FX Linked Provisions"), and as completed and/or amended by the Contractual Terms immediately below. The FX Linked Provisions appearing on pages 113 to 118 are not applicable to the Securities and shall be disregarded.
For the purposes of construing the General Conditions and the FX Linked Provisions, the Contractual Terms shall be deemed to be a "Pricing Supplement".
The Securities shall be subject to an amended and restated agency agreement (as amended and/or supplemented and/or restated as at the date hereof, the "Programme Agency Agreement") dated 23 April 2020 between JPMorgan Chase Financial Company LLC, J.P. Morgan Structured Products B.V., JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co., The Bank of New York Mellon and the other agents named therein, notwithstanding that the Securities themselves are governed by the General Conditions and that the General Conditions refer to a previous version of the Programme Agency Agreement. For the avoidance of doubt, each Holder of the Securities is deemed to acknowledge and agree that the Securities shall not have the benefit of the deed of covenant dated 23 April 2020 (as amended and/or supplemented and/or restated as at the date hereof, the "Deed of Covenant") given by the Issuer in relation to securities cleared through Euroclear Bank SA/NV, Clearstream Banking, société anonyme, and the Deed of Covenant shall not apply in respect of such Securities (including following an Event of Default). Contractual Terms
CONTRACTUAL TERMS
PART A – ISSUE TERMS
1. Issuer: JPMorgan Chase & Co.
2. (i) Series Number: 2014-5634
(ii) Tranche Number: One
3. Specified Currency or Currencies: Euro, as defined in General Condition 30.1 ("EUR")
4. Notes, Warrants or Certificates: Notes
5. Aggregate Nominal Amount:
(i) Series: EUR 100,000,000
(ii) Tranche: EUR 100,000,000
6. Issue Price: 100 per cent. (100%) of the Aggregate Nominal Amount
The Issue Price specified above may be more than the market value of the Securities as at the Issue Date, and the price, if any, at which the Dealer or any other person is willing to purchase the Securities in secondary market transactions is likely to be lower than the Issue Price. In particular, where permitted by applicable law, the Issue Price may take into account amounts with respect to commissions relating to the issue and sale of the Securities as well as amounts relating to the hedging of the Issuer's obligations under the Securities and secondary market prices may exclude such amounts
If any commissions or fees relating to the issue and sale of the Securities have been paid or are payable by the Dealer to an intermediary, then such intermediary may be obliged to fully disclose to its clients the existence, nature and amount of any such commissions or fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such intermediary, including Contractual Terms
any legislation, regulation and/or rule implementing the Markets in Financial Instruments Directive (Directive 2004/39/EC), or as otherwise may apply in any non-EEA jurisdictions
Investors in the Securities intending to invest in Securities through an intermediary (including by way of introducing broker) should request details of any such commission or fee payment from such intermediary before making any purchase hereof
(i) Specified Denomination: EUR 1,000,000
(ii) Trading in Units (Notes): Not Applicable
(iii) Minimum trading size: The Securities may only be traded in a minimum initial amount of one Security (corresponding to a nominal amount of EUR 1,000,000) and, thereafter, in multiples of one Security (corresponding to a nominal amount of EUR 1,000,000)
7. Issue Date: 7 July 2014
8. Maturity Date: 7 July 2044
PROVISIONS APPLICABLE TO NOTES
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
9. Interest Commencement Date: For purposes of paragraph 10 (Fixed Rate Note Provisions) below, 7 July 2014 (the "Fixed Interest Commencement Date"), and, for purposes of paragraph 13 (Variable Linked Interest Provisions) below, 7 July 2024 (the "Variable Interest Commencement Date")In respect of:
(a) each Interest Payment Date falling on or before 7 July 2024, the Issue Date; and
(b) each Interest Payment Date falling after 7 July 2024, 7 July 2024
10. Fixed Rate Note Applicable (for the period from, and including, the Fixed Interest Provisions: Commencement date to, but excluding, the Variable Interest Contractual Terms
Commencement Date)
(i) Rate(s) of Interest: In respect of:
(a) each Interest Payment Date falling on or before 7 July 2024, 4.35 per cent. (4.35%) per annum payable annually in arrear (; and
(b) each Interest Payment Date falling after 7 July 2024, 5.40 per cent. (5.40%) per annum payable annually in arrear,
in each case, subject as provided in (iii) below)
(ii) Interest Payment Date(s): The Interest Payment Dates in respect of the Fixed Coupon Amounts shall be the 7th day of7 July ofin each calendar year commencing onfrom, and including, 7 July 2015 and ending onto, and including, 7 July 2024, (each a "Fixed Rate Interest Paymentthe Maturity Date" and together, the "Fixed Rate Interest Payment Dates")
(iii) Fixed Coupon Amount(s): In respect of:
(a) each Interest Payment Date falling on or before 7 July 2024, EUR 43,500 per EUR 1,000,000 in nominal amount (; and
(b) each Interest Payment Date falling after 7 July 2024, EUR 54,000 per EUR 1,000,000 in nominal amount,
and for the avoidance of doubt, the amount of interest payable on each Fixed Rate Interest Payment Date shall be the Fixed Coupon Amount)
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction (General Actual/Actual (ICMA) Condition 4.1):
(vi) Interest Determination Date(s): Not Applicable
(vii) Other terms relating to the method Not Applicable of calculating interest for Fixed Rate Notes: Contractual Terms
11. Floating Rate Note Not Applicable (for the period from, and including, the Variable Provisions: Interest Commencement Date to, but excluding, the Maturity Date)
12. Zero Coupon Note Provisions: Not Applicable
13. Variable Linked Interest Provisions: Not Applicable
13. (i) Type of Interest: FX Linked Interest
(ii) Provisions for determining Rate of As specified in Part C Interest or Interest Amount where calculated by reference to Share/Index/Commodity/FX Rate:
(iii) Interest Determination Date(s): Not Applicable
(iv) Interest Payment Dates: The Interest Payment Dates shall be each of (i) the 7th day of July of each calendar year commencing on, and including, 7 July 2025 and ending on, and including, 7 July 2043, and (ii) the Maturity Date (each a "Variable Interest Payment Date" and together, the "Variable Interest Payment Dates")
(v) Provisions for determining Rate of As specified in paragraph 44 and Part C Interest or Interest Amount where below calculation by reference to Share/Index/ Commodity/FX Rate is impossible or impracticable or otherwise disrupted:
(vi) Day Count Fraction: Actual/Actual (ICMA)
14. Dual Currency Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION OF NOTES
15. Call Option: Not Applicable
16. Put Option: Not Applicable
17. Final Redemption Unless the Securities have previously been redeemed, or Amount: purchased and cancelled, in each case, in accordance with the Conditions, the Issuer shall redeem the Securities on the Maturity Date, and the Final Redemption Amount payable in respect of each Security (of the Specified Denomination) shall be an amount in the Specified Currency determined by the Calculation Agent in accordance with the following formula: Contractual Terms
Where:
"Aggregate Interest Amount" or "AIA" means, in respect of each Security (of the Specified Denomination) and the Maturity Date, the sum of (i) the aggregate of the Interest Amounts paid in respect of such Security (of the Specified Denomination) on each of the Fixed Rate Interest Payment Dates and Variable Interest Payment Dates preceding the Maturity Date, plus (ii) the Interest Amount (if any) payable in respect of such Security (of the Specified Denomination) on the Variable Interest Payment Date falling on the Maturity Date.
"Max" followed by a series of amounts (or values) inside brackets, means whichever is the greater of the amounts (or values) separated by a semi-colon inside those brackets.
"SD" means the Specified Denomination.EUR 1,000,000 per Note of EUR 1,000,000 Specified Denomination
18. Early Payment Amount:
Early Payment Amount(s) payable on an As set out in General Condition 30.1 is not event of default (General Condition 15), applicable. termination for illegality (General Condition 16) or redemption for taxation The Early Payment Amount shall be an reasons (General Condition 17), and/or amount equal to the outstanding nominal the method of calculating the same (if amount of the relevant Security, including, required or if different from that set out in if applicable, any accrued interest to (but the General Conditions): excluding) the date of redemption or settlement of the Securities, as determined by the Calculation Agent
19. Credit Linked Note Provisions: Not Applicable
20. Details relating to Instalment Notes: Not Applicable
21. Details relating to Partly Paid Notes: Not Applicable amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
PROVISIONS APPLICABLE TO WARRANTS Contractual Terms
Paragraphs 22-33 are intentionally deleted
PROVISIONS APPLICABLE TO CERTIFICATES
Paragraphs 34-40 are intentionally deleted
SPECIFIC PRODUCT PROVISIONS APPLICABLE TO THE SECURITIES
SHARE LINKED PROVISIONS
41. Share Linked Provisions: Not Applicable
INDEX LINKED PROVISIONS
42. Index Linked Provisions: Not Applicable
COMMODITY LINKED PROVISIONS
43. Commodity Linked Provisions: Not Applicable
FX LINKED PROVISIONS
44. FX Linked Provisions: Not Applicable
(i) Single FX Rate or basket of FX Single FX Rate Rates:
(ii) FX Rate(s): The "EUR/USD FX Rate" determined in accordance with the definition of "FX Rate" in FX Linked Provision 7 (Definitions)
(iii) Reference Currency: USD
(iv) Base Currency: EUR
(v) FX Price Source: Reuters Screen "ECB37"
Where "Reuters Screen" means, in respect of the FX Rate and any designated page, the display page so designated on the Reuters service (or such other page as may replace that page on that service for the purpose of displaying a currency exchange rate comparable to such rate, as determined by the Calculation Agent)
(vi) FX Rate Sponsor: Not Applicable
(vii) Number of FX Settlement Days: Not Applicable
(viii) Initial Valuation Date(s): Not Applicable Contractual Terms
(ix) Interest Valuation Date(s): Not Applicable
(x) Coupon Valuation Date(s): Not Applicable
(xi) Valuation Date(s): Not Applicable
(xii) Initial Averaging Date: Not Applicable
(xiii) Averaging Date(s): Not Applicable
(xiv) FX Financial Centres: Not Applicable
"FX Business Day" means each day which is both a TARGET2 Settlement Day and which is a day (other than Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign exchange in accordance with the practice of the foreign exchange market) in each of New York City, London and Frankfurt
(xv) FX Business Day Convention: No Adjustment
(xvi) Valuation Time: At or around 2.15 p.m., Central European Time
(xvii) FX Disruption Events: Price Source Disruption and/or Inconvertibility Event, as specified in FX Linked Provision 7 (Definitions)
(xviii)Disruption Fallbacks:
(a) Calculation Agent Applicable – to be applied second Determination:
(b) Currency-Reference Dealers: Applicable – to be applied first: Reference Dealers, as specified in FX Linked Provision 7 (Definitions)
(c) Fallback Reference Price: Not Applicable
(d) Other: Not Applicable
(xix) Averaging Reference Dates – Not Applicable Omission:
(xx) Fallback Valuation Date: Not Applicable
(xxi) Successor Currency: Applicable Contractual Terms
(xxii) Rebasing: Applicable
(xxiii)Change in Law – Increased Cost: Not Applicable
(xxiv)Hedging Disruption: Not Applicable
MARKET ACCESS PARTICIPATION PROVISIONS
45. Market Access Participation Provisions: Not Applicable
LOW EXERCISE PRICE WARRANT PROVISIONS
46. Low Exercise Price Warrant Not Applicable Provisions:
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
47. New Global Note: Not Applicable
48. Form of Securities: Registered Securities
(i) Temporary or Permanent Bearer Temporary Registered Global Security Global Security / Registered Global which is exchangeable for a Permanent Security: Registered Global Security, each of which is exchangeable for Registered Definitive Securities (i) automatically in the limited circumstances specified in the relevant Registered Global Security or (ii) in the case of a Permanent Registered Global Security only, at any time at the option of the Issuer by giving notice to the Holders and the Registrar of its intention to effect such exchange on the terms as set forth in the relevant Permanent Registered Global Security
(ii) Are the Notes to be issued in the No form of obligations under French law?
(iii) Name of French Registration Agent: Not Applicable
(iv) Representation of Holders of Notes Not Applicable / Masse:
(v) Regulation S/Rule 144A Warrants: Not Applicable
49. Record Date: As set out in the General Conditions
50. Additional Financial Centre(s) London, New York City and Frankfurt (General Condition 12.2) or other (and, for the avoidance of doubt, Contractual Terms
special provisions relating to payment TARGET2) dates:
51. Payment Disruption Event (General Condition 13):
Relevant Currency: EUR
52. Early Redemption for Tax on Not Applicable Underlying Hedge Transactions (General Condition 17.4):
53. Physical Settlement: Not Applicable
54. Calculation Agent: J.P. Morgan Securities plc
55. Redenomination, renominalisation and Not Applicable reconventioning provisions:
56. Gross Up (General Condition 17): Applicable
Exclude Section 871(m) Taxes from Not Applicable Gross Up (General Condition 17):
57. Rounding: General Condition 21 applies
58. Other terms or special conditions: Not Applicable General Condition 2.3(a) shall be deleted in its entirety and replaced with the following:
"2.3 Compulsory Transfer or Redemption
(a) U.S. Persons
(i) The Securities may not be legally or beneficially owned by any U.S. Person at any time nor offered, sold, transferred, pledged, assigned, delivered, exercised or redeemed at any time within the United States or to, or for the account or benefit of, any U.S. Person provided, however, that this restriction shall not apply to any U.S. Person that is an Affiliate of the Issuer.
If the Issuer determines at any time that any Security is legally or beneficially owned by any U.S. Person that is not an Affiliate of the Issuer, the Issuer may direct the Holder to sell or transfer such Security to a person who either is not a U.S. Person or is an Contractual Terms
Affiliate of the Issuer within 14 days following receipt of notice of the direction. If the Holder fails to sell or transfer such Security within such period, the Issuer may at its discretion (x) cause such Security to be sold to an acquirer selected by the Issuer that certifies to the Issuer that such acquirer is not a U.S. Person or to an Affiliate of the Issuer, on terms as the Issuer may choose, subject to the purchaser representations and requirements and transfer restrictions set out herein (and in the Programme Agency Agreement), and, pending such transfer, no further payments will be made in respect of such Security or (y) give notice to the Holder that such Security will be redeemed by the Issuer at the Early Payment Amount on the date specified in such notice.
In the event of a sale in accordance with sub-clause (x) of the preceding paragraph, the Issuer may select an acquirer by any means determined by it in its sole discretion. The proceeds of the sale, net of any commissions, expenses and taxes due in connection with the sale shall be remitted to the selling Holder. The terms and conditions of any sale hereunder (including the sale price) shall be determined in the sole discretion of the Issuer, subject to the purchaser representations and requirements and transfer restrictions set out herein (and in the Programme Agency Agreement), and the Issuer shall not be liable to any person having an interest in the Security sold as a result of any sale or the exercise of such discretion.
(ii) The Securities may not be legally or beneficially owned by any U.S. Person at any time or by any non-U.S. Person whose income, gain or loss, if any, or the Contractual Terms
Securities would be effectively connected with a U.S. trade or business ("ECI Holder"), nor offered, sold, transferred, pledged, assigned, delivered, exercised or redeemed at any time within the United States or to, or for the account or benefit of, any ECI Holder or any U.S. Person provided, however, that this restriction shall not apply to any U.S. Person that is an Affiliate of the Issuer.
If the Issuer determines at any time that any Security is legally or beneficially owned by any U.S. Person that is not an Affiliate of the Issuer or by an ECI Holder, the Issuer may direct the Holder to sell or transfer such Security to a person who either is not a U.S. Person and not an ECI Holder or is an Affiliate of the Issuer within 14 days following receipt of notice of the direction. If the Holder fails to sell or transfer such Security within such period, the Issuer may at its discretion (x) cause such Security to be sold to an acquirer selected by the Issuer that certifies to the Issuer that such acquirer is not a U.S. Person and not an ECI Holder or to an Affiliate of the Issuer, on terms as the Issuer may choose, subject to the purchaser representations and requirements and transfer restrictions set out herein (and in the Programme Agency Agreement), and, pending such transfer, no further payments will be made in respect of such Security or (y) give notice to the Holder that such Security will be redeemed by the Issuer at the Early Payment Amount on the date specified in such notice.
In the event of a sale in accordance with sub-clause (x) of the preceding paragraph, the Issuer may select an acquirer by any means determined by it in its sole discretion. The proceeds of the sale, net of any commissions, Contractual Terms
expenses and taxes due in connection with the sale shall be remitted to the selling Holder. The terms and conditions of any sale hereunder (including the sale price) shall be determined in the sole discretion of the Issuer, subject to the purchaser representations and requirements and transfer restrictions set out herein (and in the Programme Agency Agreement), and the Issuer shall not be liable to any person having an interest in the Security sold as a result of any sale or the exercise of such discretion.
Where "Affiliate" has the meaning given in Rule 405 under the Securities Act."
DISTRIBUTION
59. If non-syndicated, name and address of J.P. Morgan Securities plc of 25 Bank Dealer: Street, Canary Wharf, London E14 5JP
60. Stabilising Manager(s) (if any): Not Applicable
61. Total commission and concession: Not Applicable
62. U.S. selling restrictions: Regulation S
ERISA Restrictions for all Securities (including Rule 144A Securities and Securities subject to Regulation S)
The Securities may not be acquired except subject to certain restrictions by, on behalf of, or with the assets of any plans subject to ERISA or Section 4975 of the U.S. Internal Revenue Code, as amended, subject to certain restrictions. See "Subscription and Sale – United States" and "Purchaser representations and requirements and transfer restrictions – ERISA Legends and ERISA Restrictions – (a) JPMorgan Chase Bank, N.A. or JPMorgan Chase & Co. issued Securities" in the Base Prospectus
63. Additional Selling Restrictions: Not Applicable Contractual Terms
64. Swiss Distribution: No
GENERAL
65. The aggregate principal amount of Notes U.S.$ 136,571,000 issued has been translated into U.S. dollars at the rate of EUR 1.00 = U.S.$ 1.36571, producing a sum of (for Notes not denominated in U.S. dollars):
GOVERNING LAW AND JURISDICTION
Securities: English Law/Courts of EnglandGeneral Condition 28 is not applicable.
The Securities are governed by, and shall be construed in accordance with the laws of the State of New York (without reference to the principles of conflicts of law thereof). The Programme Agency Agreement (including any claim, controversy or dispute arising or relating to the Programme Agency Agreement) shall be construed in accordance with English law (without reference to the principles of conflicts of law thereof).
Any federal or state court in the Borough of Manhattan, The City of New York, State of New York is to have jurisdiction to settle any legal action or proceedings arising out of or in connection with the Securities (including their formation) (the "Proceedings") that may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.
Each Holder hereby knowingly, voluntarily and intentionally waives (to the extent permitted by applicable law) any rights it may have to a trial by jury in respect of any litigation based hereon, or arising out of, under, or in connection with, these Securities or any other related documents, Contractual Terms or any course of conduct, course of dealing, statements (whether verbal or written), or actions of the Holders.
Nothing in the Conditions, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the Holders, any legal or equitable right, remedy or claim under the Conditions, the Conditions being for the sole benefit of the Holders. There shall not be any third-party beneficiaries of the Conditions in respect of the Securities. Contractual Terms
PART B – OTHER INFORMATION
LISTING AND ADMISSION TO TRADING
Application has been made for theThe Securities to beare listed on the Official List and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange (which is regulated by Directive 2004/39/EC and Directive 2014/65/EU on Markets in Financial Instruments). with effect from, at the earliest, the date on which this Document is approved by the Commission de Surveillance du Secteur Financier. No assurance can be given that such supplication for listing and admission to trading will be granted. The Issuer has no duty to maintain the listing (if any) of the Securities on the Luxembourg Stock Exchange over their entire lifetime. Securities may be suspended from trading and/or de-listed at any time in accordance with applicable rules and regulations of the Luxembourg Stock Exchange.
RATINGS Not Applicable
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in the sections of the Base Prospectus entitled "Conflicts of Interest" on pages 164-166 and "Subscription and Sale" on pages 680-710, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the issue.
REASONS FOR THE ISSUE, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the issue: Not Applicable
(ii) Estimated net proceeds: Not Applicable
(iii) Estimated total expenses: Not Applicable
POST-ISSUANCE INFORMATION
The Issuer will not provide any post-issuance information with respect to the EUR/USD FX Rate, unless required to do so by applicable law or regulation.
OPERATIONAL INFORMATION
Intended to be held in a manner which would No allow Eurosystem eligibility:
ISIN: XS1061529779
Common Code: 106152977
Relevant Clearing System(s) and the relevant Euroclear/Clearstream, Luxembourg identification number(s):
Delivery: Delivery against payment
The Agents appointed in respect of the As set out on the last page of this Document. Securities are: Contractual Terms
Registrar: The Bank of New York Mellon (S.A./N.V., Luxembourg) S.A. Branch
NOTICES TO HOLDERS
For the purpose of General Condition 25.8, for so long as any Securities are listed on the Official List of the Regulated Market of the Luxembourg Stock Exchange, notices to Holders will be published on www.bourse.lu. Contractual Terms
PART C – OTHER APPLICABLE TERMS
1. Interest Amount
The amount of interest (the "Interest Amount") payable in respect of each Security (of the Specified Denomination) on each Variable Interest Payment Date shall be calculated by applying the Rate of Interest for the Variable Interest Period ending on (but excluding) such Variable Interest Payment Date to the Specified Denomination, multiplying the product by the Day Count Fraction and rounding the result in accordance with General Condition 21.
2. Determination of the Rate of Interest
The Rate of Interest for each Variable Interest Period, in respect of each Security (of the Specified Denomination), shall be the per annum rate (expressed as a percentage) determined by the Calculation Agent for such Variable Interest Period in accordance with the following formula:
3. Definitions
The following terms shall have the following meanings:
"Accrual Condition" means, in respect of each FX Business Day (and the Accrual Condition will be satisfied in respect of such FX Business Day if the Calculation Agent determines that), on such FX Business Day the EUR/USD FX Accrual Rate in respect of such day is less than or equal to the Barrier Rate.
"Barrier Rate" means U.S.$ 1.60 per EUR 1.00.
"EUR/USD FX Accrual Rate" means, in respect of any FX Business Day in a Variable Interest Period, the EUR/USD FX Rate for such day, provided that if such FX Business Day falls within the Rate Cut-Off Period for such Variable Interest Period, the EUR/USD FX Accrual Rate for each FX Business Day falling in the Rate Cut-Off Period for such Variable Interest Period will be deemed to be the EUR/USD FX Rate on the Rate Cut-Off Date for such Variable Interest Period.
"Multiplier" means 6.20 per cent. (6.20%), expressed for the purposes of calculation as 0.062.
"n" means, in respect of each Variable Interest Period, the number of FX Business Days in such Variable Interest Period in respect of which the Accrual Condition is satisfied, as determined by the Calculation Agent.
"N" means, in respect of each Variable Interest Period, the number of FX Business Days in such Variable Interest Period, as determined by the Calculation Agent.
"Rate Cut-Off Date" means, in respect of each Variable Interest Period, the fifth FX Business Day falling prior to the Variable Interest Payment Date falling at the end of (but not included in) such Variable Interest Period. Contractual Terms
"Rate Cut-Off Period" means, in respect of each Variable Interest Period, the period commencing on, but excluding, the relevant Rate Cut-Off Date and ending on, but excluding, the Variable Interest Payment Date falling at the end of such Variable Interest Period.
"Variable Interest Period" means, in respect of each Variable Interest Payment Date, the period commencing on, and including, the immediately preceding Variable Interest Payment Date (or, if there is no preceding Variable Interest Payment Date, commencing on, and including, the Variable Interest Commencement Date) and ending on, but excluding, the Variable Interest Payment Date. Each Variable Interest Period shall be construed as an "Interest Period" for the purposes of applying the Conditions and for the purposes of paragraph 5 below (including the Restructuring Notice (as defined below)).
4. Restructuring
4.1 The Holders holding the entire Aggregate Nominal Amount (and not a part only) of all the Notes outstanding (the "Relevant Holder(s)") may, on any Restructuring Business Day falling in the period commencing on, and including, the Issue Date and ending on, and including, the Restructuring Business Day falling on the tenth Restructuring Business Day prior to the Variable Interest Payment Date scheduled falling on 7 July 2043, deliver a notice in writing (the "Restructuring Notice") to the Calculation Agent prior to 10.00 a.m., Frankfurt time, on such Restructuring Business Day.
4.2 Subject to paragraph 4.6 below, a Restructuring Notice may only be given once. The Relevant Holder(s) may request that the interest rate provisions (for example, the Rate of Interest, Multiplier or other term(s)) be amended on such terms as may be agreed between the Relevant Holder(s), the Calculation Agent and the Issuer. Where any such amendments are so agreed, such amendment shall become effective only for Interest Periods commencing at least ten Restructuring Business Days after the Restructuring Notice Receipt Date. For the avoidance of any doubt, the Rate of Interest for any Interest Period may not be negative. The Issuer and the Calculation Agent shall have no obligation whatsoever to agree to any amendments requested by the Relevant Holder(s) under this paragraph 4.2 and either may refuse some or all of the requested amendment in its sole and absolute discretion and without giving any reason therefor.
4.3 The Issuer or the Calculation Agent, on behalf of the Issuer, may give notice (the "Restructuring Notice Acceptance Notice") to the Holders orally by telephone (which notice shall be confirmed by a notice in writing given in accordance with General Condition 25 (Notices), with a copy of such notice given by the Calculation Agent to the Principal Programme Agent, the Paying Agent, Registrar and Transfer Agent, and Euroclear and Clearstream, Luxembourg, provided that any failure to give such notice or a copy thereof to any such person shall not invalidate any telephonic notice) as to whether it agrees to the restructuring and amendments proposed in the Restructuring Notice. Without prejudice to the last sentence of paragraph 4.2 above, the Issuer or the Calculation Agent may refuse to accept or even consider a Restructuring Notice if the Calculation Agent determines, in its sole and absolute discretion, on or about the Restructuring Notice Receipt Date, that normal market conditions (as determined by the Calculation Agent its sole and absolute discretion) are not prevailing. If the Issuer, or the Calculation Agent, on behalf of the Issuer, does not give a Contractual Terms
Restructuring Notice Acceptance Notice in respect of a Restructuring Notice on or prior to the fifth Restructuring Business Day following the Restructuring Notice Receipt Date, the Issuer shall be deemed to have rejected the Restructuring Notice.
4.4 The Restructuring Notice shall be substantially in the form set out in the Schedule hereto and shall contain paragraph 3 of the form set out in the Schedule without any amendments or modifications without the prior agreement of the Issuer and the Calculation Agent. Attached to such Restructuring Notice shall be such documentary evidence acceptable to the Calculation Agent as to the Relevant Holder(s)' holdings of the Notes.
4.5 If a Restructuring Notice does not comply fully with the provisions set forth in this paragraph 4, as determined by the Calculation Agent in its sole and absolute discretion, it shall be deemed to be void and of no effect.
4.6 If a Restructuring Notice is rejected pursuant to paragraph 4.3 above or is determined to be void under paragraph 4.5 above, the Relevant Holder(s) shall be entitled to deliver a further Restructuring Notice, subject to and in accordance with the provisions set forth in this paragraph 4.
4.7 For the avoidance of doubt, the provisions set forth in this paragraph 4 are without prejudice to the rights of the Holders or the Issuer to amend or modify any term of the Notes in accordance with the Conditions of the Notes.
4.8 The following words and expressions shall have the following meanings:
"Restructuring Business Day" means any day (other than a Saturday or Sunday) on which foreign exchange markets and commercial banks settle payments and are open for general business in each of Frankfurt, London and New York City.
"Restructuring Notice Receipt Date" means, in respect of each Restructuring Notice, the date on which the Calculation Agent actually receives the Restructuring Notice (as determined by the Calculation Agent in its sole and absolute discretion), provided that:
(i) if the Restructuring Notice is received by the Calculation Agent on a day other than a Restructuring Business Day, then the Restructuring Notice Receipt Date in respect of such Restructuring Notice shall be deemed to be the Restructuring Business Day next following the date on which the Calculation Agent received such Restructuring Notice; and
(A) (ii) if the Restructuring Notice is received by the Calculation Agent on a Restructuring Business Day at or after 10.00 a.m., Frankfurt time, then the Restructuring Notice Receipt Date in respect of such Restructuring Notice shall be deemed to be the Restructuring Business Day next following the Restructuring Business Day on which the Calculation Agent received such Restructuring Notice.
4.9 The costs of documenting a restructuring in accordance with this paragraph 4 shall be borne by the Issuer. For the avoidance of doubt, the Issuer shall bear the costs of producing the documentation for the restructuring only, and shall not be required to bear any other costs or charges associated with, or related to, the restructuring. Contractual Terms
SCHEDULE
FORM OF RESTRUCTURING NOTICE
[●] [Insert date of notice]
From: [●] [Insert name(s)] (the "Relevant Holder(s)") [●] [Insert address(es) and other contact details]
To: J.P. Morgan Securities plc (as Calculation Agent) Attention: Harald Engel, Derivatives Marketing Germany/Austria 25 Bank Street Canary Wharf, London E14 5JP United Kingdom
And to: JPMorgan Chase & Co. (as Issuer) Attention: Elizabeth Newboe, Treasury Funding 270 Park Avenue New York, New York 10017-2070 United States of America
Copy: The Bank of New York Mellon (as Principal Programme Agent)
One Canada Square London E14 5AL United Kingdom The Bank of New York (Luxembourg) S.A. (as Paying Agent, Registrar and Transfer Agent) Vertigo Building – Polaris 2-4 rue Eugène Ruppert L-2453 Luxembourg
To: J.P. Morgan Securities plc RSP Legal 25 Bank Street Canary Wharf, London E14 5JP United Kingdom
JPMorgan Chase & Co.
EUR 100,000,000 30-Year Range Accrual Notes linked to the EUR/USD FX Rate, due July 2044 (the "Securities" or the "Notes")
(ISIN: XS1061529779)
Structured Securities Programme for the issuance of Notes, Warrants and Certificates Contractual Terms
RESTRUCTURING NOTICE
1. We refer to paragraph 4 of the section entitled "Part C – Other Applicable Terms" in the Contractual Terms (the "Contractual Terms") as set out in the Security Note dated 23 November 2017 in respect of the Notes ("Security Note"). Any term used in this Restructuring Notice but not defined shall have the meaning as defined or specified in the Contractual Terms.
2. We hereby request that with effect from each Interest Period commencing on or after [], the Conditions of the Notes be amended such that the following interest provisions shall prevail: [insert requested changes in interest provisions].
3. We hereby confirm and agree that:
(i) we are the sole legal and beneficial holder of all the Notes outstanding as of the date of this Restructuring Notice, and that we have given the relevant clearing system irrevocable instructions to block our accounts therewith until at least the first day of the Interest Period whereby the amendments requested herein will take effect;
(ii) the amendments requested herein shall be fully subject to the terms of the Contractual Terms and the Conditions set out in the Security Note, and shall not come into effect unless the Calculation Agent gives notice of its and the Issuer's agreement to the same, which notice and/or agreement may be refused by the Issuer, or the Calculation Agent, on behalf of the Issuer, in its sole and absolute discretion and without giving any reason therefor. In the event that the Issuer and the Calculation Agent agree, we acknowledge that the Conditions of the Notes would then need to be formally amended (which will require our formal assent) prior to the amendments becoming effective;
(iii) this Restructuring Notice fully complies with the provisions set forth in the section entitled "Part C – Other Applicable Terms" of the Contractual Terms; and
(iv) we will, jointly and severally, fully indemnify and hold harmless each of the Issuer and the Calculation Agent, and any of their affiliates, for any liability, damages, costs and expenses that the Issuer and the Calculation Agent, and any of their affiliates may sustain or suffer consequent on, as a result of or as a result of acting in reliance on or in connection with, this Restructuring Notice.
This Restructuring Notice is governed by English law.
[Signature(s), name(s) of Relevant Holder(s) and date] 352544063/Ashurst (MJL/AMNG)/JR
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