Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 +1 212 839 5300 +1 212 839 5599 Fax AMERICA · ASIA PACIFIC · EUROPEJPMorgan Chase Financial Co. LLC • January 24th, 2018 • National commercial banks
New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 fax January 24, 2018JPMorgan Chase Financial Co. LLC • January 24th, 2018 • National commercial banks
JPMorgan Chase & Co., a Delaware corporation (the “Company”), and JPMorgan Chase Financial Company LLC, a Delaware limited liability company (“JPMCFC”), are filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), among other securities, (i)(a) the Company’s Global Medium-Term Notes, Series E (the “Company Notes”), to be issued from time to time pursuant to the Indenture dated as of May 25, 2001 between the Company and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as trustee, as supplemented by a First Supplemental Indenture dated as of April 9, 2008, a Second Supplemental Indenture dated as of November 14, 2011, a Third Supplemental Indenture dated as of September 24, 2014, a Fourth Supplemental Indenture dated as of December 5, 2014, a Fifth Supplemental Indenture dated as of December
PAYING AGENT, REGISTRAR & TRANSFER AGENT AND AUTHENTICATING AGENT AGREEMENTAgent Agreement • January 24th, 2018 • JPMorgan Chase Financial Co. LLC • National commercial banks • New York
THIS AGREEMENT is dated as of April 18, 2016, and shall remain in effect thereafter, among JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the “Issuer”), JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), Deutsche Bank Trust Company Americas, a New York banking corporation as trustee under the Note Indenture (as defined below) (the “Note Trustee”), The Bank of New York Mellon, a New York banking corporation, in each of its capacities hereunder (“BNY Mellon”) and The Bank of New York Mellon, London Branch, in each of its capacities hereunder (“BNY Mellon London” and, together with BNY Mellon, each, an “Agent” and collectively, the “Agents”).
MASTER AGENCY AGREEMENTMaster Agency Agreement • January 24th, 2018 • JPMorgan Chase Financial Co. LLC • National commercial banks • New York
Each Note and each Warrant will be represented by, in the case of the Notes, a Global Note, and in the case of the Warrants, a Global Warrant (each as defined below), which will be (a) (i) delivered to BNY Mellon, as agent for The Depository Trust Company (“DTC”) if the Note or Warrant, as applicable, is to be cleared through DTC or (ii) delivered to the common depositary for the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) if the Note or Warrant, as applicable, is to be cleared through Euroclear and/or Clearstream and (b) recorded in the book-entry system maintained by DTC, Euroclear or Clearstream, as applicable, (in the case of a Note, a “Book-Entry Note,” and, in the case of a Warrant, a “Book-Entry Warrant”).
Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 +1 212 839 5300 +1 212 839 5599 Fax AMERICA · ASIA PACIFIC · EUROPEJPMorgan Chase Financial Co. LLC • January 24th, 2018 • National commercial banks
JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the “Company”), and JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), are filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), among other securities, the Company’s Medium-Term Notes, Series A (the “Notes”) and the Guarantor’s guarantees thereof (the “Guarantees”). The Notes and the related Guarantees are to be issued from time to time pursuant to the Indenture dated as of February 19, 2016, among the Company, as issuer, the Guarantor, as guarantor, and Deutsche Bank Trust Company Americas, as trustee.
JPMORGAN CHASE FINANCIAL COMPANY LLC, as Issuer JPMORGAN CHASE & CO., as Guarantor CALCULATION AGENT AGREEMENTCalculation Agent Agreement • January 24th, 2018 • JPMorgan Chase Financial Co. LLC • National commercial banks • New York
CALCULATION AGENT AGREEMENT dated as of April 18, 2016 among JPMorgan Chase Financial Company LLC, a Delaware limited liability company (hereinafter called the “Issuer”), having its principal office at 383 Madison Avenue, Floor 21, New York, New York 10179, JPMorgan Chase & Co., a Delaware corporation (hereinafter called the “Guarantor”), having its principal office at 270 Park Avenue, New York, New York 10017, and J.P. Morgan Securities LLC (hereinafter sometimes called the “Calculation Agent,” which term shall, unless the context shall otherwise require, include its successors and assigns), having its principal office at 383 Madison Avenue, New York, New York 10179.
