exv10w2



 







Exhibit 10.2




Commercial Paper Dealer Agreement




4(2) PROGRAM; GUARANTEED




among




Weatherford International Ltd., as Issuer




Weatherford International, Inc., as Guarantor




and




J. P. Morgan Securities Inc., as Dealer,




Concerning Notes to be issued pursuant to an Issuing

and Paying Agency Agreement dated as of October 25, 2005

between the Issuer, the Guarantor and

JPMorgan Chase Bank, N.A.




Dated as of




October 25, 2005





 









 








Commercial Paper Dealer Agreement

4(2) Program; Guaranteed




This agreement (the “Agreement”) sets forth the understandings among the Issuer, the Guarantor and
the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the
Issuer of its short-term promissory notes (the “Notes”) through the Dealer.



The Guarantor has agreed unconditionally and irrevocably to guarantee payment in full of the
principal of and interest (if any) on all such Notes of the Issuer, pursuant to a guarantee, dated
the date hereof, in the form of Exhibit D hereto (the “Guarantee”).



Certain terms used in this Agreement are defined in Section 6 hereof.



The Addendum to this Agreement, and any Annexes or Exhibits described in this Agreement or such
Addendum, are hereby incorporated into this Agreement and made fully a part hereof.




	1.	 	Offers, Sales and Resales of Notes.






	 	1.1	 	While (i) the Issuer has and shall have no obligation to sell the Notes to
the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of
the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes
from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the
parties hereto agree that in any case where the Dealer purchases Notes from the
Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased
or sold by the Dealer in reliance on the representations, warranties, covenants and
agreements of the Issuer and the Guarantor contained herein or made pursuant hereto
and on the terms and conditions and in the manner provided herein.
	 
	 	1.2	 	So long as this Agreement shall remain in effect, and in addition to the
limitations contained in Section 1.7 hereof, neither the Issuer nor the
Guarantor shall, without the consent of the Dealer, offer, solicit or accept offers to
purchase, or sell, any Notes except (a) in transactions with one or more dealers which
may from time to time after the date hereof become dealers with respect to the Notes
by executing with the Issuer and the Guarantor one or more agreements which contain
provisions substantially identical to those contained in Section 1 of this
Agreement, of which the Issuer and the Guarantor hereby undertakes to provide the
Dealer prompt notice or (b) in transactions with the other dealers listed on the
Addendum hereto, which are executing agreements with the Issuer and the Guarantor
which contain provisions substantially identical to Section 1 of this
Agreement contemporaneously herewith. In no event shall the Issuer or the Guarantor
offer, solicit or accept offers to purchase, or sell, any Notes directly on its own
behalf in transactions with persons other than broker-dealers as specifically
permitted in this Section 1.2.
	 
	 	1.3	 	The Notes shall be in a minimum denomination of $250,000 or integral
multiples of $1,000 in excess thereof, will bear such interest rates, if interest
bearing, or will be sold at such discount from their face amounts, as shall be agreed
upon by the Dealer and the Issuer, shall have a maturity not exceeding 397 days from
the date of issuance and may have such terms as are specified in Exhibit C
hereto or





	 	 	 
	J. P .Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 2











 









 












	 	 	 	the Private Placement Memorandum. The Notes shall not contain any provision for
extension, renewal or automatic “rollover.”
	 
	 	1.4	 	The authentication and issuance of, and payment for, the Notes shall be
effected in accordance with the Issuing and Paying Agency Agreement, and the Notes
shall be either individual physical certificates or book-entry notes evidenced by one
or more master notes (each, a “Master Note”) registered in the name of The Depository
Trust Company (“DTC”) or its nominee, in the form or forms annexed to the Issuing and
Paying Agency Agreement.
	 
	 	1.5	 	If the Issuer and the Dealer shall agree on the terms of the purchase of any
Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not
limited to, agreement with respect to the date of issue, purchase price, principal
amount, maturity and interest rate or interest rate index and margin (in the case of
interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount
basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to
this Agreement, the Issuer shall cause such Note to be issued and delivered in
accordance with the terms of the Issuing and Paying Agency Agreement and payment for
such Note shall be made by the purchaser thereof, either directly or through the
Dealer, to the Issuing and Paying Agent, for the account of the Issuer. Except as
otherwise agreed, in the event that the Dealer is acting as an agent and a purchaser
shall either fail to accept delivery of or make payment for a Note on the date fixed
for settlement, the Dealer shall promptly notify the Issuer, and if the Dealer has
theretofore paid the Issuer for the Note, the Issuer will promptly return such funds
to the Dealer (i) against its return of the Note to the Issuer, in the case of a
certificated Note, and upon notice of such failure in the case of a book-entry Note,
and (ii) upon the Dealer’s request to return such funds. If such failure occurred for
any reason other than default by the Dealer, the Issuer and the Guarantor agree,
jointly and severally, to reimburse the Dealer on a reasonable basis for the Dealer’s
loss of the use of such funds for the period such funds were credited to the Issuer’s
account.
	 
	 	1.6	 	The Dealer, the Issuer and the Guarantor hereby establish and agree to
observe the following procedures in connection with offers, sales and subsequent
resales or other transfers of the Notes:






	 	(a)	 	Offers and sales of the Notes by or through the Dealer shall
be made only to: (i) investors reasonably believed by the Dealer to be
Qualified Institutional Buyers, Institutional Accredited Investors or
Sophisticated Individual Accredited Investors and (ii) non-bank fiduciaries or
agents that will be purchasing Notes for one or more accounts, each of which
is reasonably believed by the Dealer to be an Institutional Accredited
Investor or Sophisticated Individual Accredited Investor.
	 
	 	(b)	 	Resales and other transfers of the Notes by the holders
thereof shall be made only in accordance with the restrictions in the legend
described in clause (e) below.
	 
	 	(c)	 	No general solicitation or general advertising shall be used
in connection with the offering of the Notes. Without limiting the generality
of the foregoing, without the prior written approval of the Dealer (which will





	 	 	 
	 J. P .Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 3






 









 







	 	 	 	not be unreasonably withheld, delayed or conditioned), neither the Issuer
nor the Guarantor shall issue any press release, unless required by law,
regulation or rule applicable to the Issuer or the Guarantor, or place or
publish any “tombstone” or other advertisement relating to the Notes.
	 
	 	(d)	 	No sale of Notes to any one purchaser shall be for less than
$250,000 principal or face amount, and no Note shall be issued in a smaller
principal or face amount. If the purchaser is a non-bank fiduciary acting on
behalf of others, each person for whom such purchaser is acting must purchase
at least $250,000 principal or face amount of Notes.
	 
	 	(e)	 	Offers and sales of the Notes by the Issuer through the
Dealer acting as agent for the Issuer shall be made in accordance with Rule
506 under the Securities Act, and shall be subject to the restrictions
described in the legend appearing on Exhibit A hereto. A legend
substantially to the effect of such Exhibit A shall appear as part of
the Private Placement Memorandum used in connection with offers and sales of
Notes hereunder, as well as on each individual certificate representing a Note
and each Master Note representing book-entry Notes offered and sold pursuant
to this Agreement.
	 
	 	(f)	 	The Dealer shall furnish or shall have furnished to each
purchaser of Notes for which it has acted as the dealer a copy of the
then-current Private Placement Memorandum unless such purchaser has previously
received a copy of the Private Placement Memorandum as then in effect. The
Private Placement Memorandum shall expressly state that any person to whom
Notes are offered shall have an opportunity to ask questions of, and receive
information from the Issuer, the Guarantor and the Dealer and shall provide
the names, addresses and telephone numbers of the persons from whom
information regarding the Issuer and the Guarantor may be obtained.
	 
	 	(g)	 	The Issuer and the Guarantor, jointly and severally, agree
for the benefit of the Dealer and each of the holders and prospective
purchasers from time to time of the Notes that, if at any time the Issuer and
the Guarantor shall not be subject to Section 13 or 15(d) of the Exchange Act,
the Issuer and the Guarantor will furnish, upon request and at their expense,
to the Dealer and to holders and prospective purchasers of Notes information
required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).
	 
	 	(h)	 	In the event that any Note offered or to be offered by the
Dealer would be ineligible for resale under Rule 144A, the Issuer shall
immediately notify the Dealer (by telephone, confirmed in writing) of such
fact and shall promptly prepare and deliver to the Dealer an amendment or
supplement to the Private Placement Memorandum describing the Notes that are
ineligible, the reason for such ineligibility and any other relevant
information relating thereto.
	 
	 	(i)	 	The Issuer and the Guarantor represent that neither the
Issuer nor the Guarantor is currently issuing commercial paper in the United
States





	 	 	 
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	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 4











 









 












	 	 	 	market in reliance upon the exemption provided by Section 3(a)(3) of the
Securities Act. The Issuer and the Guarantor agree that, if the Issuer or
the Guarantor shall issue commercial paper after the date hereof in
reliance upon such exemption (a) the proceeds from the sale of the Notes
will be segregated from the proceeds of the sale of any such commercial
paper by being placed in a separate account; (b) the Issuer and the
Guarantor will institute appropriate corporate procedures to ensure that
the offers and sales of notes issued by the Issuer or the Guarantor, as
the case may be, pursuant to the Section 3(a)(3) exemption are not
integrated with offerings and sales of Notes hereunder; and (c) the Issuer
and the Guarantor will comply with each of the requirements of Section
3(a)(3) of the Securities Act in selling commercial paper or other
short-term debt securities other than the Notes in the United States.






	 	1.7	 	Each of the Issuer and the Guarantor hereby represents and warrants to the
Dealer, in connection with offers, sales and resales of Notes, as follows:






	 	(a)	 	The Issuer and the Guarantor hereby confirm to the Dealer
that (except as permitted by Section 1.6(i)) within the preceding six
months neither the Issuer nor the Guarantor nor any person other than the
Dealer or the other dealers referred to in Section 1.2 hereof acting
on behalf of the Issuer or the Guarantor has offered or sold any Notes, or any
substantially similar security of the Issuer or the Guarantor (including,
without limitation, medium-term notes issued by the Issuer or the Guarantor),
to, or solicited offers to buy any such security from, any person other than
the Dealer or the other dealers referred to in Section 1.2 hereof.
The Issuer and the Guarantor also agree that (except as permitted by
Section 1.6(i)), as long as the Notes are being offered for sale by
the Dealer and the other dealers referred to in Section 1.2 hereof as
contemplated hereby and until at least six months after the offer of Notes
hereunder has been terminated, neither the Issuer nor the Guarantor nor any
person other than the Dealer or the other dealers referred to in Section
1.2 hereof (except as contemplated by Section 1.2 hereof) will
offer the Notes or any substantially similar security of the Issuer for sale
to, or solicit offers to buy any such security from, any person other than the
Dealer or the other dealers referred to in Section 1.2 hereof, it
being understood that such agreement is made with a view to bringing the offer
and sale of the Notes within the exemption provided by Section 4(2) of the
Securities Act and Rule 506 thereunder and shall survive any termination of
this Agreement. Each of the Issuer and the Guarantor hereby represents and
warrants that it has not taken or omitted to take, and will not take or omit
to take, any action that would cause the offering and sale of Notes hereunder
to be integrated with any other offering of securities, whether such offering
is made by the Issuer or the Guarantor.
	 
	 	(b)	 	The Issuer represents and agrees that the proceeds of the
sale of the Notes are not currently contemplated to be used for the purpose of
buying, carrying or trading securities within the meaning of Regulation T and
the interpretations thereunder by the Board of Governors of the Federal
Reserve System. In the event that the Issuer determines to use





	 	 	 
	 J. P .Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 5











 









 












	 	 	 	such proceeds for the purpose of buying, carrying or trading securities,
whether in connection with an acquisition of another company or otherwise,
the Issuer shall give the Dealer at least five business days’ prior
written notice to that effect. The Issuer shall also give the Dealer
prompt notice of the actual date that it commences to purchase securities
with the proceeds of the Notes. Thereafter, in the event that the Dealer
purchases Notes as principal and does not resell such Notes on the day of
such purchase, to the extent necessary to comply with Regulation T and the
interpretations thereunder, the Dealer will sell such Notes either (i)
only to offerees it reasonably believes to be Qualified Institutional
Buyers or to Qualified Institutional Buyers it reasonably believes are
acting for other Qualified Institutional Buyers, in each case in
accordance with Rule 144A or (ii) in a manner which would not cause a
violation of Regulation T and the interpretations thereunder.






	2.	 	Representations and Warranties of the Issuer and the Guarantor.






	 	 	Each of the Issuer and the Guarantor represents and warrants as to itself that:






	 	2.1	 	The Issuer is an exempted company duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and has all the
requisite corporate power and authority to execute, deliver and perform its
obligations under the Notes, this Agreement and the Issuing and Paying Agency
Agreement.
	 
	 	2.2	 	The Guarantor is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has all the
requisite corporate power and authority to execute, deliver and perform its
obligations under the Guarantee, this Agreement and the Issuing and Paying Agency
Agreement.
	 
	 	2.3	 	This Agreement and the Issuing and Paying Agency Agreement have been duly
authorized, executed and delivered by the Issuer and the Guarantor and constitute
legal, valid and binding obligations of the Issuer and the Guarantor enforceable
against the Issuer and the Guarantor in accordance with their terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally, and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law).
	 
	 	2.4	 	The Notes have been duly authorized by the Issuer, and when issued and
delivered as provided in the Issuing and Paying Agency Agreement, will be duly and
validly issued and delivered by, and will constitute legal, valid and binding
obligations of, the Issuer, enforceable against the Issuer in accordance with their
terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, and subject, as to enforceability, to general principles
of equity (regardless of whether enforcement is sought in a proceeding in equity or at
law).
	 
	 	2.5	 	The Guarantee has been duly authorized by the Guarantor, and when the Notes
have been issued and delivered as provided in the Issuing and Paying Agency Agreement,
will be duly executed and delivered by, and constitute the legal, valid and binding
obligation of, the Guarantor, enforceable against the Guarantor in





	 	 	 
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	 	 	 	accordance with its terms subject to applicable bankruptcy, insolvency or similar
laws affecting creditors’ rights generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
	 
	 	2.6	 	The offer and sale of the Notes and the Guarantee in the manner contemplated
hereby do not require registration of the Notes or the Guarantee under the Securities
Act, pursuant to the exemption from registration contained in Section 4(2) thereof,
and no indenture in respect of the Notes or the Guarantee is required to be qualified
under the Trust Indenture Act of 1939, as amended.
	 
	 	2.7	 	The Notes and the Guarantee will rank at least pari passu with all other
unsecured and unsubordinated indebtedness of the Issuer and the Guarantor,
respectively.
	 
	 	2.8	 	Assuming the offer and sale of the Notes in the manner contemplated hereby,
no consent or action of, or filing or registration with, any governmental or public
regulatory body or authority, including the SEC, is required to be obtained or made by
the Issuer or the Guarantor, as applicable, under any statute or regulation applicable
to either of them to authorize their respective execution, delivery or performance of
this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement
except as may be required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Notes.
	 
	 	2.9	 	Neither the execution and delivery of this Agreement, the Guarantee and the
Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with
the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the
terms and provisions hereof or thereof by the Issuer or the Guarantor, will (i)
result, pursuant to the express provisions of any agreement to which it is a party, in
the creation or imposition of any consensual mortgage, lien or similar encumbrance
upon any of the properties or assets of the Issuer or the Guarantor, or (ii) violate
or result in a breach of or a default under, as the case may be, any of the terms of
the respective charter documents or by-laws or comparable governance documents of the
Issuer or the Guarantor, any contract or instrument to which the Issuer or the
Guarantor is a party or by which it or its property is bound, or any statutory law or
regulation, or any order, writ, injunction or decree of any court or government
instrumentality, to which the Issuer or the Guarantor is subject or by which it or its
property is bound, which violation, breach or default would reasonably be expected to
have a material adverse effect on the financial condition or operations of the Issuer
or the Guarantor and its consolidated subsidiaries taken as a whole or the ability of
the Issuer or the Guarantor to perform its obligations under this Agreement, the
Notes, the Guarantee or the Issuing and Paying Agency Agreement, as the case may be.
	 
	 	2.10	 	Except as disclosed in the Company Information or to the Dealer, there is no
litigation or governmental proceeding pending, or to the knowledge of the Issuer or
the Guarantor overtly threatened in writing, against or affecting the Issuer or the
Guarantor or any of its subsidiaries which would reasonably be expected to result in a
material adverse change in the financial condition or operations of the





	 	 	 
	 J. P .Morgan Securities Inc.

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	 	 	 	Issuer or the Guarantor and its consolidated subsidiaries taken as a whole or the
ability of the Issuer or the Guarantor to perform its obligations under this
Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, as
the case may be.
	 
	 	2.11	 	Neither the Issuer nor the Guarantor is an “investment company” within the
meaning of the Investment Company Act of 1940, as amended.
	 
	 	2.12	 	Neither the Private Placement Memorandum nor the Company Information contains
any untrue statement of a material fact or omits to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading provided that neither the
Issuer nor the Guarantor makes any representation or warranty as to the Dealer
Information.
	 
	 	2.13	 	Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or
supplement of the Private Placement Memorandum shall be deemed a representation and
warranty by each of the Issuer and the Guarantor to the Dealer, as of the date
thereof, that, both before and after giving effect to such issuance and after giving
effect to such amendment or supplement, (i) the representations and warranties given
by the Issuer and the Guarantor set forth in this Section 2 remain true and
correct on and as of such date as if made on and as of such date, (ii) in the case of
an issuance of Notes, the Notes being issued on such date have been duly and validly
issued and constitute legal, valid and binding obligations of the Issuer, enforceable
against the Issuer in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law) and are guaranteed pursuant to the
Guarantee, (iii) in the case of an issuance of Notes, since the date of the most
recent Private Placement Memorandum, there has been no material adverse change in the
financial condition or operations of the Issuer or the Guarantor and its consolidated
subsidiaries taken as a whole which has not been disclosed in Company Information and
(iv) neither the Issuer nor the Guarantor is in default of any of its obligations
hereunder or under the Notes, the Guarantee or the Issuing and Paying Agency
Agreement.






	3.	 	Covenants and Agreements of the Issuer and the Guarantor.






	 	 	Each of the Issuer and the Guarantor covenants and agrees as to itself that:






	 	3.1	 	The Issuer and the Guarantor will give the Dealer prompt notice (but in any
event prior to any subsequent issuance of Notes hereunder) of any amendment to or
other modification of, or waiver with respect to, the Notes, the Guarantee or the
Issuing and Paying Agency Agreement, including a complete copy of any such amendment,
modification or waiver.
	 
	 	3.2	 	The Issuer and the Guarantor shall, whenever there shall occur any change in
the financial condition or operations of the Issuer or the Guarantor and its
consolidated subsidiaries taken as a whole or any development or occurrence involving
the Issuer or the Guarantor that would reasonably be expected to have a material
adverse effect on the Issuer or the Guarantor and its consolidated





	 	 	 
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	 	 	 	subsidiaries taken as a whole (including any downgrading or receipt of any written
notice of intended or potential downgrading or any review for potential downgrading
in the rating accorded any of the securities of the Issuer or the Guarantor by any
nationally recognized statistical rating organization which has published a rating
of the Notes), promptly, and in any event prior to any subsequent issuance of Notes
hereunder, notify the Dealer (by telephone, confirmed in writing) of such change,
development or occurrence.
	 
	 	3.3	 	The Issuer and the Guarantor shall from time to time furnish to the Dealer
such information as the Dealer may reasonably request, including, without limitation,
any press releases or material provided by the Issuer or the Guarantor to any national
securities exchange or rating agency, regarding (i) the operations and financial
condition of the Issuer or the Guarantor, (ii) the due authorization and execution of
the Notes and the Guarantee, (iii) the Issuer’s ability to pay the Notes as they
mature and (iv) the Guarantor’s ability to fulfill its obligations under the
Guarantee.
	 
	 	3.4	 	The Issuer and the Guarantor will take all such action as the Dealer may
reasonably request to ensure that each offer and each sale of the Notes will comply
with any applicable state Blue Sky laws; provided, however, that neither the Issuer
nor the Guarantor shall be obligated to file any general consent to service of process
or to qualify as a foreign corporation in any jurisdiction in which it is not so
qualified or subject itself to taxation in respect of doing business in any
jurisdiction in which it is not otherwise so subject.
	 
	 	3.5	 	Neither the Issuer nor the Guarantor will be in default of any of its
obligations hereunder or under the Notes, the Guarantee or the Issuing and Paying
Agency Agreement, at any time that any of the Notes are outstanding.
	 
	 	3.6	 	The Issuer shall not issue Notes hereunder until the Dealer shall have
received (a) opinions of counsel to the Issuer and the Guarantor, addressed to the
Dealer, in form and substance reasonably satisfactory to the Dealer, (b) a copy of the
executed Issuing and Paying Agency Agreement as then in effect, (c) a copy of the
executed Guarantee, (d) a copy of the resolutions adopted by the Boards of Directors
of the Issuer and the Guarantor, in form and substance reasonably satisfactory to the
Dealer and certified by the Secretary or similar officer of the Issuer or the
Guarantor, as the case may be, authorizing execution and delivery by the Issuer and
the Guarantor of this Agreement, the Issuing and Paying Agency Agreement, the
Guarantee and the Notes, as the case may be, and consummation by the Issuer and the
Guarantor of the transactions contemplated hereby and thereby, (e) prior to the
issuance of any book-entry Notes represented by a Master Note registered in the name
of DTC or its nominee, a copy of the executed Letter of Representations among the
Issuer, the Guarantor, the Issuing and Paying Agent and DTC and of the executed Master
Note, (f) prior to the issuance of any Notes in physical form, a copy of such form
(unless attached to this Agreement or the Issuing and Paying Agency Agreement) and (g)
such other certificates, opinions, letters and documents as the Dealer shall have
reasonably requested.
	 
	 	3.7	 	The Issuer and the Guarantor, jointly and severally, shall reimburse the
Dealer for all of the Dealer’s reasonable out-of-pocket expenses related to this





	 	 	 
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	 	 	 	Agreement, including expenses incurred in connection with its preparation and
negotiation, and the transactions contemplated hereby (including, but not limited
to, the printing and distribution of the Private Placement Memorandum), and, if
applicable, for the reasonable fees and out-of-pocket expenses of the Dealer’s
counsel.





The performance or compliance by the Issuer of any several obligation of the Guarantor under this
Section 3 or any other Section of this Agreement shall also be deemed to constitute
performance or compliance, as applicable, thereof by the Guarantor, and the performance or
compliance by the Guarantor of any several obligation of the Issuer under this Section 3 or
any other Section of this Agreement shall also be deemed to constitute performance or compliance,
as applicable, thereof by the Issuer.




	4.	 	Disclosure.






	 	4.1	 	The Private Placement Memorandum and its contents (other than the Dealer
Information) shall be the sole responsibility of the Issuer and the Guarantor. The
Private Placement Memorandum shall contain a statement expressly offering an
opportunity for each prospective purchaser to ask questions of, and receive answers
from, the Issuer and the Guarantor concerning the offering of Notes and to obtain
relevant additional information which the Issuer possesses or can acquire without
unreasonable effort or expense.
	 
	 	4.2	 	Each of the Issuer and the Guarantor agrees to promptly furnish the Dealer
the Company Information as it becomes available; provided, however, to the extent any
Company Information is included in materials otherwise filed by the Issuer or the
Guarantor with the SEC, such information shall be deemed to have been promptly
furnished to the Dealer on the date that such information is made available on “EDGAR”
or on the Issuer’s or the Guarantor’s, as applicable, homepage on the worldwide web
(located as listed in the notice provisions set forth in the Addendum); provided,
further, however, the Issuer or the Guarantor agrees to notify or to caused to be
notified the Dealer of each Form 8-K filed by any of them with respect to any of them,
which notification may be in any form of writing, by phone or by electronic
transmission to such email or similar address as shall be from time to time provided,
at the request of the Issuer or the Guarantor, by the Dealer to the Issuer and the
Guarantor for such purpose.
	 
	 	4.3	 	(a)Each of the Issuer and the Guarantor further agrees to notify the Dealer
promptly upon the occurrence of any event relating to or affecting the Issuer or the
Guarantor that would cause the Company Information then in existence to include an
untrue statement of a material fact or to omit to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances under
which they are made, not misleading.
	 
	 	 	 	(b)In the event that the Issuer or the Guarantor gives the Dealer notice pursuant
to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes
it is holding in inventory, the Issuer and the Guarantor agree promptly to
supplement or amend the Private Placement Memorandum so that the Private Placement
Memorandum, as amended or supplemented, shall not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements contained therein, in light of the circumstances





	 	 	 
	J. P .Morgan Securities Inc.

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under which they were made, not misleading, and the Issuer and the Guarantor shall
make such supplement or amendment available to the Dealer.




(c) In the event that (i) the Issuer or the Guarantor gives the Dealer notice
pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer or
the Guarantor that it is then holding Notes in inventory and (iii) the Issuer or
the Guarantor chooses not to promptly amend or supplement the Private Placement
Memorandum in the manner described in clause (b) above, then all solicitations and
sales of Notes shall be suspended until such time as the Issuer and the Guarantor
have so amended or supplemented the Private Placement Memorandum, and made such
amendment or supplement available to the Dealer.




(d) Without limiting the generality of Section 4.3(a), the Issuer and the
Guarantor shall review, amend and supplement the Private Placement Memorandum on a
periodic basis, but no less than at least once annually, to incorporate current
financial information of the Issuer and the Guarantor to the extent (i) such
information is not otherwise set forth or incorporated by reference therein and
(ii) necessary to ensure that the information provided in the Private Placement
Memorandum does not contain an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements contained therein, in
light of the circumstances under which they were made, not misleading.




	5.	 	Indemnification and Contribution.






	 	5.1	 	The Issuer and the Guarantor, jointly and severally, will indemnify and hold
harmless the Dealer, each individual, corporation, partnership, trust, association or
other entity controlling the Dealer, any affiliate of the Dealer or any such
controlling entity and their respective directors, officers, employees, partners,
incorporators, shareholders, servants, trustees and agents (hereinafter the
“Indemnitees”) against any and all liabilities, penalties, suits, causes of action,
losses, damages, claims, costs and expenses (including, without limitation, reasonable
fees and disbursements of counsel) or judgments of whatever kind or nature (each a
“Claim”), imposed upon, incurred by or asserted against the Indemnitees arising out of
or based upon (i) any allegation that the Private Placement Memorandum, the Company
Information or, when taken together with all other information provided by the Issuer
or the Guarantor, as applicable, any information provided by the Issuer or the
Guarantor to the Dealer included (as of any relevant time) or includes an untrue
statement of a material fact or omitted (as of any relevant time) or omits to state
any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or (ii) arising out of or
based upon the breach by the Issuer or the Guarantor of any agreement, covenant or
representation made in or pursuant to this Agreement. This indemnification shall not
apply to the extent that the Claim arises out of or is based upon Dealer Information.






	 	5.2	 	Provisions relating to claims made for indemnification under this Section
5 are set forth in Exhibit B to this Agreement.






	 	5.3	 	In order to provide for just and equitable contribution in circumstances in
which the indemnification provided for in this Section 5 is held to be
unavailable or





	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 11






 









 






insufficient to hold harmless the Indemnitees, although applicable in accordance
with the terms of this Section 5, the Issuer and the Guarantor, jointly and
severally, shall contribute to the aggregate costs incurred by the Dealer in
connection with any Claim in the proportion of the respective economic interests of
the Issuer, the Guarantor and the Dealer; provided, however, that such contribution
by the Issuer and the Guarantor shall be in an amount such that the aggregate costs
incurred by the Dealer do not exceed the aggregate of the commissions and fees
earned by the Dealer hereunder with respect to the issue or issues of Notes to
which such Claim relates. The respective economic interests shall be calculated by
reference to the aggregate proceeds to the Issuer of the Notes issued hereunder and
the aggregate commissions and fees earned by the Dealer hereunder.




	6.	 	Definitions.






	 	6.1	 	“Claim” shall have the meaning set forth in Section 5.1.
	 
	 	6.2	 	“Company Information” at any given time shall mean the Private Placement
Memorandum together with, to the extent applicable, (i) the Issuer’s and the
Guarantor’s most recent report on Form 10-K filed with the SEC and each report on Form
10-Q or 8-K filed by the Issuer or the Guarantor with the SEC since the most recent
Form 10-K,1 (ii) the Issuer’s and the Guarantor’s most recent annual
audited financial statements and each interim financial statement or report prepared
subsequent thereto, if not included in item (i) above, (iii) the Issuer’s and the
Guarantor’s and their affiliates’ other publicly available recent reports, including,
but not limited to, any publicly available filings or reports provided to their
respective shareholders, (iv) any other information or disclosure prepared pursuant to
Section 4.3 hereof and (v) any information prepared or approved by the Issuer
or the Guarantor for dissemination to investors or potential investors in the Notes.
	 
	 	6.3	 	“Dealer Information” shall mean material concerning the Dealer provided by
the Dealer in writing expressly for inclusion in the Private Placement Memorandum.
	 
	 	6.4	 	“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as
amended.
	 
	 	6.5	 	“Indemnitee” shall have the meaning set forth in Section 5.1.
	 
	 	6.6	 	“Institutional Accredited Investor” shall mean an institutional investor that
is an accredited investor within the meaning of Rule 501 under the Securities Act and
that has such knowledge and experience in financial and business matters that it is
capable of evaluating and bearing the economic risk of an investment in the Notes,
including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities
Act, or a savings and loan association or other institution, as defined in Section
3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary
capacity.







 




	
	1In the case of a publicly reporting Issuer or
Guarantor that is a foreign entity, Section 6.2(i) should refer to Form 20-F.
Depending on the circumstances, Section 6.2(ii) may refer to the Issuer, the
Guarantor or both.





	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 12






 









 






	 	6.7	 	“Issuing and Paying Agency Agreement” shall mean the issuing and paying
agency agreement described on the cover page of this Agreement, as such agreement may
be amended or supplemented from time to time.
	 
	 	6.8	 	“Issuing and Paying Agent” shall mean the party designated as such on the
cover page of this Agreement, as issuing and paying agent under the Issuing and Paying
Agency Agreement, or any successor thereto in accordance with the Issuing and Paying
Agency Agreement.
	 
	 	6.9	 	“Non-bank fiduciary or agent” shall mean a fiduciary or agent other than (a)
a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan
association, as defined in Section 3(a)(5)(A) of the Securities Act.
	 
	 	6.10	 	“Private Placement Memorandum” shall mean written offering materials prepared
in accordance with Section 4 (including materials referred to therein or
incorporated by reference therein, if any) provided to purchasers and prospective
purchasers of the Notes, and shall include amendments and supplements thereto which
may be prepared from time to time in accordance with this Agreement (other than any
amendment or supplement that has been completely superseded by a later amendment or
supplement).
	 
	 	6.11	 	“Qualified Institutional Buyer” shall have the meaning assigned to that term
in Rule 144A under the Securities Act.
	 
	 	6.12	 	“Rule 144A” shall mean Rule 144A under the Securities Act.
	 
	 	6.13	 	“SEC” shall mean the U.S. Securities and Exchange Commission.
	 
	 	6.14	 	“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.
	 
	 	6.15	 	“Sophisticated Individual Accredited Investor” shall mean an individual who
(a) is an accredited investor within the meaning of Regulation D under the Securities
Act and (b) based on his or her pre-existing relationship with the Dealer, is
reasonably believed by the Dealer to be a sophisticated investor (i) possessing such
knowledge and experience (or represented by a fiduciary or agent possessing such
knowledge and experience) in financial and business matters that he or she is capable
of evaluating and bearing the economic risk of an investment in the Notes and (ii)
having not less than $5 million in investments (as defined, for purposes of this
section, in Rule 2a51-1 under the Investment Company Act of 1940, as amended).






	7.	 	General






	 	7.1	 	Unless otherwise expressly provided herein, all notices under this Agreement
to parties hereto shall be in writing and shall be effective when received at the
address of the respective party set forth in the Addendum to this Agreement.
	 
	 	7.2	 	This Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to its conflict of laws provisions.





	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 13






 









 






	 	7.3	 	Each of the Issuer and the Guarantor agrees that any suit, action or
proceeding brought by the Issuer or the Guarantor against the Dealer in connection
with or arising out of this Agreement or the Notes or the offer and sale of the Notes
may be brought in the United States federal courts located in the Borough of Manhattan
or the courts of the State of New York located in the Borough of Manhattan. EACH OF
THE DEALER, THE ISSUER AND THE GUARANTOR WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY
SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
	 
	 	7.4	 	This Agreement may be terminated, at any time, by the Issuer, upon one
business day’s prior notice to such effect to the Dealer, or by the Dealer upon one
business day’s prior notice to such effect to the Issuer. Any such termination,
however, shall not affect the obligations of the Issuer and the Guarantor under
Sections 3.7, 5 and 7.3 hereof or the respective
representations, warranties, agreements, covenants, rights or responsibilities of the
parties made or arising prior to the termination of this Agreement.
	 
	 	7.5	 	This Agreement is not assignable by any party hereto without the written
consent of the other parties; provided, however, to the extent deemed necessary by the
Dealer to effectuate a transaction hereunder in accordance with the terms hereof, the
Dealer may assign its rights and obligations under this Agreement to any affiliate of
the Dealer which is reasonably selected by the Dealer and determined by the Dealer as
capable of performing and complying with all obligations of the Dealer hereunder, and
which assignee, contemporaneous with such assignment, agrees to comply with all
obligations and related provisions of this Agreement.
	 
	 	7.6	 	This Agreement may be signed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original and all of which taken together shall constitute one
and the same agreement, with the same effect as if the signatures thereto and hereto
were upon the same instrument. Delivery of an executed counterpart hereof (or
signature page thereto) by facsimile, telecopy or electronic mail shall be effective
as delivery of an original, manually executed counterpart of this Agreement.
	 
	 	7.7	 	This Agreement is for the exclusive benefit of the parties hereto, and their
respective successors and permitted assigns hereunder, and shall not be deemed to give
any legal or equitable right, remedy or claim to any other person whatsoever.





[Remainder of Page Intentionally Left Blank]




	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 14






 









 




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and
year first above written.




	 	 	 	 	 	 	 
	 	 	Weatherford International Ltd.,
	 	 	as Issuer
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	/s/ Burt M. Martin
	 	 	 	 	 
	 	 	Name:	 	Burt M. Martin
	 	 	Title:	 	Senior Vice President, General Counsel
	 

	 	 	 	 	 	and Secretary
	 
	 	 	 	 	 	 
	 	 	Weatherford International Inc.,
	 	 	as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	/s/ Burt M. Martin
	 	 	 	 	 
	 	 	Name:	 	Burt M. Martin
	 	 	Title:	 	Senior Vice President, General Counsel
	 

	 	 	 	 	 	and Secretary
	 
	 	 	 	 	 	 
	 	 	J. P. Morgan Securities Inc.,
	 	 	as Dealer
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	/s/ Johanna C. Foley
	 	 	 	 	 
	 	 	Name:	 	Johanna C. Foley
	 	 	Title:	 	Vice President






	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 15






 









 





Addendum



The following additional clauses shall apply to the Agreement and be deemed a part thereof.



1. The other dealers referred to in clause (b) of Section 1.2 of the Agreement are
as follows: (i) Goldman Sachs & Co; (ii) Merrill Lynch Money Markets Inc.; and (iii) Merrill Lynch,
Pierce, Fenner & Smith Incorporated





	2.	 	The following Sections 2.14 through 2.18 are hereby added to the
Agreement:2






	 	2.14	 	Under the laws of Bermuda, neither the Issuer nor any of its revenues, assets
or properties has any right of immunity from service of process or from the
jurisdiction of competent courts of Bermuda or the United States or the State of New
York in connection with any suit, action or proceeding, attachment prior to judgment,
attachment in aid of execution of a judgment or execution of a judgment or from any
other legal process with respect to its obligations under this Agreement, the Issuing
and Paying Agency Agreement or the Notes.
	 
	 	2.15	 	The Issuer is permitted to make all payments under this Agreement, the
Issuing and Paying Agency Agreement and the Notes to holders of the Notes that are
non-residents of Bermuda, free and clear of and without deduction or withholding for
or on account of any taxes or other governmental charges imposed by Bermuda. There is
no stamp or documentary tax or other charge imposed by any governmental agency having
jurisdiction over the Issuer in connection with the execution, delivery, issuance,
payment, performance, enforcement or introduction into evidence in a court of Bermuda
of this Agreement, the Issuing and Paying Agency Agreement or any Note.
	 
	 	2.16	 	The choice of New York law to govern this Agreement, the Issuing and Paying
Agency Agreement and the Notes is, under the laws of Bermuda, a valid, effective and
irrevocable choice of law, and the submission by the Issuer in Section 7.3(b)
of the Agreement to the jurisdiction of the courts of the United States District Court
and the State of New York located in the Borough of Manhattan is valid and binding
upon the Guarantor under the laws of Bermuda.
	 
	 	2.17	 	Any final judgment rendered by any court referred to in Section 2.16
in an action to enforce the obligations of the Issuer under the Notes, this Agreement
or the Issuing and Paying Agency Agreement is capable of being enforced in the courts
of Bermuda.
	 
	 	2.18	 	As a condition to the admissibility in evidence of this Agreement, the
Issuing and Paying Agency Agreement or the Notes in the courts of Bermuda, it is not
necessary that this Agreement, the Issuing and Paying Agency Agreement or the Notes be
filed or recorded with any court or other authority. [All documentary evidence to be
submitted to a court in [foreign jurisdiction] must be in, or translated into, the
[foreign jurisdiction] language and certified by a duly qualified official translator
in [foreign jurisdiction]].







 




	
	2For use where the Issuer or the Guarantor is a
foreign entity.





	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 16






 









 






	3.	 	The following Section 3.8 is hereby added to the Agreement:3






	 	3.8	 	Without limiting any obligation of the Issuer or the Guarantor pursuant to
this Agreement to provide the Dealer with credit and financial information, each of
the Issuer and the Guarantor hereby acknowledges and agrees that the Dealer may share
the Company Information and any other information or matters relating to the Issuer or
the Guarantor or the transactions contemplated hereby with affiliates of the Dealer
for use by them in connection with transactions between any of them and the Issuer or
the Guarantor, and the administration thereof, including, but not limited to, JPMorgan
Chase Bank, N.A.4, and that such affiliates may likewise share among
themselves such information relating to the Issuer or the Guarantor or such
transactions with the Dealer for such purposes.






	4.	 	The addresses of the respective parties for purposes of notices under Section 7.1 are as
follows:





For the Issuer:




	 	 	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	c/o Weatherford International, Inc.
	 

	 	 	 	515 Post Oak Blvd.
	 

	 	 	 	Houston, Texas 77027
	 

	 	 	 	Attention: General Counsel
	 
	 	 	 	 
	 

	 	Telephone number:
	 	713-693-4000
	 
	 	 	 	 
	 

	 	Fax number:
	 	713-693-4484
	 
	 	 	 	 
	 

	 	Homepage:
	 	www.weatherford.com






For the Guarantor:




	 	 	 	 	 
	 

	 	Address:
	 	515 Post Oak Blvd.
	 

	 	 	 	Houston, Texas 77027
	 

	 	 	 	Attention: General Counsel
	 
	 	 	 	 
	 

	 	Telephone number:
	 	713-693-4000
	 
	 	 	 	 
	 

	 	Fax number:
	 	713-693-4484
	 
	 	 	 	 
	 

	 	Homepage:
	 	www.weatherford.com






For the Dealer:






 




	
	3For use where the Dealer is an affiliate of a
commercial bank.
	 
	4Insert name of Dealer’s bank affiliate.





	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 17






 









 





	 	 	 	 	 
	 

	 	Address:
	 	270 Park Avenue – 8th Floor
	 
	 

	 	 	 	New York, New York 10017
	 
	 

	 	 	 	Attention: Short Term Fixed Income Division
	 
	 	 	 	 
	 

	 	Telephone number:
	 	(212) 834-5543
	 
	 	 	 	 
	 

	 	Fax number:
	 	(212) 834-6172






     5. The following Section 6.16 is hereby added to the Agreement:




	 	6.16	 	“Board of Directors” means (i) with respect to a company or corporation, the
board of directors or a duly authorized committee of the board of directors of the
company or corporation, (ii) with respect to a partnership, the board of directors or
a duly authorized committee of the board of directors of the general partner of the
partnership, and (3) with respect to any other person, the board or committee of such
person serving a similar function.






	6.	 	The text appearing in the Agreement as Section 7.3 is hereby redesignated as Section
7.3(a), and the following Sections 7.3(b), (c) and (d) are hereby added
to the Agreement:






	 	(b)	 	Any legal action or proceeding with respect to this Agreement, the Notes, the
Guarantee and the other related documents may be brought in the Supreme Court of the
State of New York sitting in New York County or the United States District Court for
the Southern District of New York, and any appellate court from either thereof, and,
by execution and delivery of this Agreement, each party hereto irrevocably accepts for
itself and in respect of its property, unconditionally, the non exclusive jurisdiction
of the aforesaid courts with respect to any such action or proceeding. Each of the
Issuer and the Guarantor, to the extent it is not qualified to do business in New
York, hereby irrevocably designates, appoints and empowers CT Corporation System, with
offices on the date hereof at 111 Eighth Avenue, New York, New York 10011, as its
designee, appointee and agent to receive, accept and acknowledge for and on its
behalf, and in respect of its property, service of any and all legal process, summons,
notices and documents which may be served in any such action or proceeding. If for
any reason such designee, appointee and agent shall cease to be available to act as
such, each such obligor agrees to designate a new designee, appointee and agent in New
York on the terms and for the purposes of this provision satisfactory to the Dealer.
Each such obligor further irrevocably consents to the service of process out of any of
the aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to it at its address
provided in Section 7.1 of the Agreement, and at its registered office, if
different. Such service to become effective thirty days after such mailing. Nothing
herein shall affect the right of any party hereto to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against any
obligor in any other jurisdiction.





	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 18






 









 






	 	(c)	 	Each of the Issuer and the Guarantor hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the aforesaid
actions or proceedings arising out of or in connection with this Agreement brought in
the courts referred to in clause (b) above and hereby further irrevocably waives, to
the maximum extent permitted by applicable law, and agrees not to plead or claim in
any such court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.






	 	(d)	 	To the extent that the Issuer or any of its properties, assets or revenues
may have or may hereafter become entitled to, or have attributed to them, any right of
immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or
proceeding in connection with or arising out of this Agreement, the Guarantee or the
Notes or the offer and sale of the Notes, from the giving of any relief in any
thereof, from setoff or counterclaim, from the jurisdiction of any court, from service
of process, from attachment upon or prior to judgment, from attachment in aid of
execution of judgment, or from execution of judgment, or other legal process or
proceeding for the giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceeding may at any time be commenced, with respect to its
obligations, liabilities or any other matter under or arising out of or in connection
with this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the
Notes, it hereby irrevocably and unconditionally waives, and agrees for the benefit of
the Dealer and any holder from time to time of the Notes not to plead or claim, any
such immunity, and consents to such relief and enforcement.






	7.	 	The following language is hereby added to the end of Section 7.7 of the Agreement:




; provided, however, that Sections 7.3(b), (c) and (d) and Section
7.8 are hereby specifically and exclusively acknowledged to also be for the benefit of the
holders from time to time of the Notes, as third-party beneficiaries.





	8.	 	The following Section 7.8 is hereby added to the Agreement:






	 	 	7.8(a) Any payments to the Dealer hereunder or to any holder from time to time of Notes
shall be in United States dollars and shall be free of all withholding and other taxes
and of all other governmental charges of any nature whatsoever imposed by the
jurisdiction in which the Issuer is located. In the event any withholding is required
by law, the Issuer agrees to (i) pay the same and (ii) pay such additional amounts to
the Dealer or any such holder which, after deduction of any such withholding, or other
taxes or governmental charges of any nature whatsoever imposed with respect to the
payment of such additional amount, shall equal the amount withheld pursuant to clause
(i). The Issuer and the Guarantor, jointly and severally, will promptly pay any stamp
duty or other taxes or governmental charges payable in connection with the execution,
delivery, payment or performance of this Agreement, the Issuing and Paying Agency
Agreement, the Guarantee or the Notes and shall indemnify and hold harmless the Dealer
and each holder of Notes from all liabilities arising from any failure to pay, or
delay in paying, such taxes or charges. Dealer agrees to complete any form or
document that may be reasonably requested by the Issuer or the Guarantor or required
in order to allow the Issuer or the Guarantor to make a payment under this Agreement
without any deduction or withholding for or on





	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 19






 









 






account of any taxes or other governmental changes (or to avoid the imposition of
any stamp duty or other taxes or governmental changes), and neither the Issuer nor
the Guarantor shall be obligated to pay any additional amounts to Dealer for any
taxes or other governmental charges arising out of a failure by Dealer to complete
any such form or document.




	(b)	 	The obligation of the Issuer to make payments on any amount due hereunder or
under the Notes, and the obligation of the Guarantor to make payments due under the
Guarantee, in each case, in any currency (the “first currency”) shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment expressed
in or converted into any other currency (the “second currency”) except to the extent
to which such tender or recovery shall result in the effective receipt by the Dealer
or holders of the Notes, as the case may be, of the full amount of the first currency
payable, and accordingly the primary obligation of the Issuer or the Guarantor, as the
case may be, shall be enforceable as an alternative or additional cause of action for
the purpose of recovery in the second currency of the amount (if any) by which such
effective receipt shall fall short of the full amount of the full currency payable and
shall not be affected by a judgment being obtained for any other sum due hereunder.





	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 20






 









 





Exhibit A




Form of Legend for Private Placement Memorandum and Notes



THE NOTES AND THE GUARANTEE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE
MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND ANY APPLICABLE STATE SECURITIES LAWS. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE
DEEMED TO REPRESENT THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO
THE ISSUER, THE GUARANTOR, THE NOTES AND THE GUARANTEE, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A
VIEW TO ANY DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) AN INSTITUTIONAL INVESTOR OR
SOPHISTICATED INDIVIDUAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)
UNDER THE ACT AND WHICH, IN THE CASE OF AN INDIVIDUAL, (i) POSSESSES SUCH KNOWLEDGE AND EXPERIENCE
IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC
RISK OF AN INVESTMENT IN THE NOTES AND (ii) HAS NOT LESS THAN $5 MILLION IN INVESTMENTS (AN
“INSTITUTIONAL ACCREDITED INVESTOR” OR “SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR”,
RESPECTIVELY) AND (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION
3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION
3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR AGENT
(OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS
EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR OR SOPHISTICATED INDIVIDUAL
ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A
UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF
WHICH ACCOUNTS IS A QIB; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY
UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE OR
OTHER TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
ACT, EITHER (1) TO THE ISSUER OR TO A PLACEMENT AGENT DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT
FOR THE NOTES (COLLECTIVELY, THE “PLACEMENT AGENTS”), NONE OF WHICH SHALL HAVE ANY OBLIGATION TO
ACQUIRE SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR,
SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR OR A QIB, OR (3) TO A QIB IN A TRANSACTION THAT MEETS
THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS OF $250,000.




	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 21






 









 





Exhibit B




Further Provisions Relating to Indemnification





	 	(a)	 	The Issuer and the Guarantor, jointly and severally, agree to reimburse each
Indemnitee for all expenses (including reasonable fees and disbursements of internal
and external counsel) as they are incurred by it in connection with investigating or
defending any loss, claim, damage, liability or action in respect of which
indemnification may be sought under Section 5 of the Agreement (whether or not
it is a party to any such proceedings).






	 	(b)	 	Promptly after receipt by an Indemnitee of notice of the existence of a
Claim, such Indemnitee will, if a claim in respect thereof is to be made against the
Issuer or the Guarantor, notify the Issuer and the Guarantor in writing of the
existence thereof; provided that (i) the omission to so notify the Issuer or the
Guarantor will not relieve it from any liability which it may have hereunder unless
and except to the extent it did not otherwise learn of such Claim and such failure
results in the forfeiture by it of substantial rights and defenses, and (ii) the
omission to so notify the Issuer or the Guarantor will not relieve it from liability
which it may have to an Indemnitee otherwise than on account of this indemnity
agreement. In case any such Claim is made against any Indemnitee and it notifies the
Issuer or the Guarantor of the existence thereof, the Issuer and the Guarantor will be
entitled to participate therein, and to the extent that it may elect by written notice
delivered to the Indemnitee, to assume the defense thereof, with counsel reasonably
satisfactory to such Indemnitee; provided that if the defendants in any such Claim
include both the Indemnitee and either the Issuer or the Guarantor or both, and the
Indemnitee shall have concluded that there may be legal defenses available to it which
are different from or additional to those available to the Issuer or the Guarantor,
the Issuer shall not have the right to direct the defense of such Claim on behalf of
such Indemnitee, and the Indemnitee shall have the right to select separate counsel to
assert such legal defenses on behalf of such Indemnitee. Upon receipt of notice from
the Issuer to such Indemnitee of the election of the Issuer and the Guarantor to
assume the defense of such Claim and approval by the Indemnitee of counsel, the Issuer
and the Guarantor will not be liable to such Indemnitee for expenses incurred
thereafter by the Indemnitee in connection with the defense thereof (other than
reasonable costs of investigation) unless (i) the Indemnitee shall have employed
separate counsel in connection with the assertion of legal defenses in accordance with
the proviso to the next preceding sentence (it being understood, however, that neither
the Issuer nor the Guarantor shall be liable for the expenses of more than one
separate counsel (in addition to any local counsel in the jurisdiction in which any
Claim is brought), approved by the Dealer, representing the Indemnitee who is party to
such Claim), (ii) the Issuer and the Guarantor shall not have employed counsel
reasonably satisfactory to the Indemnitee to represent the Indemnitee within a
reasonable time after notice of existence of the Claim or (iii) the Issuer or the
Guarantor has authorized in writing the employment of counsel for the Indemnitee. The
indemnity, reimbursement and contribution obligations of the Issuer and the Guarantor
hereunder shall be in addition to any other liability the Issuer or the Guarantor may
otherwise have to an Indemnitee and shall be binding upon and inure to the benefit of
any successors, assigns, heirs and personal representatives of the Issuer, the
Guarantor and any





	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 22






 









 




Indemnitee. Each of the Issuer and the Guarantor agrees that without the Dealer’s
prior written consent, it will not settle, compromise or consent to the entry of
any judgment in any Claim in respect of which indemnification may be sought under
the indemnification provision of the Agreement (whether or not the Dealer or any
other Indemnitee is an actual or potential party to such Claim), unless such
settlement, compromise or consent (i) includes an unconditional release of each
Indemnitee from all liability arising out of such Claim and (ii) does not include a
statement as to or an admission of fault, culpability or failure to act, by or on
behalf of any Indemnitee.




	 	 	 
	J. P. Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 23







 









 






Exhibit C




Statement of Terms for Interest – Bearing Commercial Paper Notes of [Name of Issuer]



THE PROVISIONS SET FORTH BELOW ARE QUALIFIED TO THE EXTENT APPLICABLE BY THE TRANSACTION SPECIFIC
[PRICING] [PRIVATE PLACEMENT MEMORANDUM] SUPPLEMENT (THE “SUPPLEMENT”) (IF ANY) SENT TO EACH
PURCHASER AT THE TIME OF THE TRANSACTION.





1. General. (a) The obligations of the Issuer to which these terms apply (each a
“Note”) are represented by one or more Master Notes (each, a “Master Note”) issued in the
name of (or of a nominee for) The Depository Trust Company (“DTC”), which Master Note
includes the terms and provisions for the Issuer’s Interest-Bearing Commercial Paper Notes
that are set forth in this Statement of Terms, since this Statement of Terms constitutes an
integral part of the Underlying Records as defined and referred to in the Master Note.




(b) “Business Day” means any day other than a Saturday or Sunday that is neither a legal
holiday nor a day on which banking institutions are authorized or required by law,
executive order or regulation to be closed in New York City and, with respect to LIBOR
Notes (as defined below) is also a London Business Day. “London Business Day” means a day,
other than a Saturday or Sunday, on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.




2. Interest. (a) Each Note will bear interest at a fixed rate (a “Fixed Rate
Note”) or at a floating rate (a “Floating Rate Note”).




(b) The Supplement sent to each holder of such Note will describe the following terms: (i)
whether such Note is a Fixed Rate Note or a Floating Rate Note and whether such Note is an
Original Issue Discount Note (as defined below); (ii) the date on which such Note will be
issued (the “Issue Date”); (iii) the Stated Maturity Date (as defined below); (iv) if such
Note is a Fixed Rate Note, the rate per annum at which such Note will bear interest, if
any, and the Interest Payment Dates; (v) if such Note is a Floating Rate Note, the Base
Rate, the Index Maturity, the Interest Reset Dates, the Interest Payment Dates and the
Spread and/or Spread Multiplier, if any (all as defined below), and any other terms
relating to the particular method of calculating the interest rate for such Note; and (vi)
any other terms applicable specifically to such Note. “Original Issue Discount Note” means
a Note which has a stated redemption price at the Stated Maturity Date that exceeds its
Issue Price by more than a specified de minimis amount and which the Supplement indicates
will be an “Original Issue Discount Note”.




(c) Each Fixed Rate Note will bear interest from its Issue Date at the rate per annum
specified in the Supplement until the principal amount thereof is paid or made available
for payment. Interest on each Fixed Rate Note will be payable on the dates specified in
the Supplement (each an “Interest Payment Date” for a Fixed Rate Note) and on the Maturity
Date (as defined below). Interest on Fixed Rate Notes will be computed on the basis of a
360-day year of twelve 30-day months.




If any Interest Payment Date or the Maturity Date of a Fixed Rate Note falls on a day that
is not a Business Day, the required payment of principal, premium, if any, and/or interest




 



			
	J. P . Morgan Securities Inc.
	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program §24






 









 







will be payable on the next succeeding Business Day, and no additional interest will accrue
in respect of the payment made on that next succeeding Business Day.




(d) The interest rate on each Floating Rate Note for each Interest Reset Period (as
defined below) will be determined by reference to an interest rate basis (a “Base Rate”)
plus or minus a number of basis points (one basis point equals one-hundredth of a
percentage point) (the “Spread”), if any, and/or multiplied by a certain percentage (the
“Spread Multiplier”), if any, until the principal thereof is paid or made available for
payment. The Supplement will designate which of the following Base Rates is applicable to
the related Floating Rate Note: (a) the CD Rate (a “CD Rate Note”), (b) the Commercial
Paper Rate (a “Commercial Paper Rate Note”), (c) the Federal Funds Rate (a “Federal Funds
Rate Note”), (d) LIBOR (a “LIBOR Note”), (e) the Prime Rate (a “Prime Rate Note”), (f) the
Treasury Rate (a “Treasury Rate Note”) or (g) such other Base Rate as may be specified in
such Supplement.




The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly,
quarterly or semi-annually (the “Interest Reset Period”). The date or dates on which
interest will be reset (each an “Interest Reset Date”) will be, unless otherwise specified
in the Supplement, in the case of Floating Rate Notes which reset daily, each Business Day,
in the case of Floating Rate Notes (other than Treasury Rate Notes) that reset weekly, the
Wednesday of each week; in the case of Treasury Rate Notes that reset weekly, the Tuesday
of each week; in the case of Floating Rate Notes that reset monthly, the third Wednesday of
each month; in the case of Floating Rate Notes that reset quarterly, the third Wednesday of
March, June, September and December; and in the case of Floating Rate Notes that reset
semiannually, the third Wednesday of the two months specified in the Supplement. If any
Interest Reset Date for any Floating Rate Note is not a Business Day, such Interest Reset
Date will be postponed to the next day that is a Business Day, except that in the case of a
LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. Interest on each Floating Rate
Note will be payable monthly, quarterly or semiannually (the “Interest Payment Period”) and
on the Maturity Date. Unless otherwise specified in the Supplement, and except as provided
below, the date or dates on which interest will be payable (each an “Interest Payment Date”
for a Floating Rate Note) will be, in the case of Floating Rate Notes with a monthly
Interest Payment Period, on the third Wednesday of each month; in the case of Floating Rate
Notes with a quarterly Interest Payment Period, on the third Wednesday of March, June,
September and December; and in the case of Floating Rate Notes with a semiannual Interest
Payment Period, on the third Wednesday of the two months specified in the Supplement. In
addition, the Maturity Date will also be an Interest Payment Date.




If any Interest Payment Date for any Floating Rate Note (other than an Interest Payment
Date occurring on the Maturity Date) would otherwise be a day that is not a Business Day,
such Interest Payment Date shall be postponed to the next day that is a Business Day,
except that in the case of a LIBOR Note, if such Business Day is in the next succeeding
calendar month, such Interest Payment Date shall be the immediately preceding Business Day.
If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day,
the payment of principal and interest will be made on the next succeeding Business Day, and
no interest on such payment shall accrue for the period from and after such maturity.




 



			
	J. P. Morgan Securities Inc.
	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 25






 









 







Interest payments on each Interest Payment Date for Floating Rate Notes will include
accrued interest from and including the Issue Date or from and including the last date in
respect of which interest has been paid, as the case may be, to, but excluding, such
Interest Payment Date. On the Maturity Date, the interest payable on a Floating Rate Note
will include interest accrued to, but excluding, the Maturity Date. Accrued interest will
be calculated by multiplying the principal amount of a Floating Rate Note by an accrued
interest factor. This accrued interest factor will be computed by adding the interest
factors calculated for each day in the period for which accrued interest is being
calculated. The interest factor (expressed as a decimal) for each such day will be
computed by dividing the interest rate applicable to such day by 360, in the cases where
the Base Rate is the CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR or Prime
Rate, or by the actual number of days in the year, in the case where the Base Rate is the
Treasury Rate. The interest rate in effect on each day will be (i) if such day is an
Interest Reset Date, the interest rate with respect to the Interest Determination Date (as
defined below) pertaining to such Interest Reset Date, or (ii) if such day is not an
Interest Reset Date, the interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Reset Date, subject in either case to any
adjustment by a Spread and/or a Spread Multiplier.




The “Interest Determination Date” where the Base Rate is the CD Rate or the Commercial
Paper Rate will be the second Business Day next preceding an Interest Reset Date. The
Interest Determination Date where the Base Rate is the Federal Funds Rate or the Prime Rate
will be the Business Day next preceding an Interest Reset Date. The Interest Determination
Date where the Base Rate is LIBOR will be the second London Business Day next preceding an
Interest Reset Date. The Interest Determination Date where the Base Rate is the Treasury
Rate will be the day of the week in which such Interest Reset Date falls when Treasury
Bills are normally auctioned. Treasury Bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is held on the
following Tuesday or the preceding Friday. If an auction is so held on the preceding
Friday, such Friday will be the Interest Determination Date pertaining to the Interest
Reset Date occurring in the next succeeding week.




The “Index Maturity” is the period to maturity of the instrument or obligation from which
the applicable Base Rate is calculated.




The “Calculation Date”, where applicable, shall be the earlier of (i) the tenth calendar
day following the applicable Interest Determination Date or (ii) the Business Day preceding
the applicable Interest Payment Date or Maturity Date.




All times referred to herein reflect New York City time, unless otherwise specified.




The Issuer shall specify in writing to the Issuing and Paying Agent which party will be the
calculation agent (the “Calculation Agent”) with respect to the Floating Rate Notes. The
Calculation Agent will provide the interest rate then in effect and, if determined, the
interest rate which will become effective on the next Interest Reset Date with respect to
such Floating Rate Note to the Issuing and Paying Agent as soon as the interest rate with
respect to such Floating Rate Note has been determined and as soon as practicable after any
change in such interest rate.




All percentages resulting from any calculation on Floating Rate Notes will be rounded to
the nearest one hundred-thousandth of a percentage point, with five-one millionths of a




 



			
	J. P. Morgan Securities Inc.
	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 26






 









 







percentage point rounded upwards. For example, 9.876545% (or .09876545) would be rounded
to 9.87655% (or .0987655). All dollar amounts used in or resulting from any calculation on
Floating Rate Notes will be rounded, in the case of U.S. dollars, to the nearest cent or,
in the case of a foreign currency, to the nearest unit (with one-half cent or unit being
rounded upwards).



CD Rate Notes





“CD Rate” means the rate on any Interest Determination Date for negotiable certificates of
deposit having the Index Maturity as published by the Board of Governors of the Federal
Reserve System (the “FRB”) in “Statistical Release H.15(519), Selected Interest Rates” or
any successor publication of the FRB (“H.15(519)”) under the heading “CDs (Secondary
Market)”.




If the above rate is not published in H.15(519) by 3:00 p.m. on the Calculation Date, the
CD Rate will be the rate on such Interest Determination Date set forth in the daily update
of H.15(519), available through the world wide website of the FRB at
http://www.federalreserve.gov/releases/h15/Update, or any successor site or publication or
other recognized electronic source used for the purpose of displaying the applicable rate
(“H.15 Daily Update”) under the caption “CDs (Secondary Market)”.




If such rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m. on the
Calculation Date, the Calculation Agent will determine the CD Rate to be the arithmetic
mean of the secondary market offered rates as of 10:00 a.m. on such Interest Determination
Date of three leading nonbank dealers5 in negotiable U.S. dollar certificates of
deposit in New York City selected by the Calculation Agent for negotiable U.S. dollar
certificates of deposit of major United States money center banks of the highest credit
standing in the market for negotiable certificates of deposit with a remaining maturity
closest to the Index Maturity in the denomination of $5,000,000.




If the dealers selected by the Calculation Agent are not quoting as set forth above, the CD
Rate will remain the CD Rate then in effect on such Interest Determination Date.



Commercial Paper Rate Notes





“Commercial Paper Rate” means the Money Market Yield (calculated as described below) of the
rate on any Interest Determination Date for commercial paper having the Index Maturity, as
published in H.15(519) under the heading “Commercial Paper-Nonfinancial”.




If the above rate is not published in H.15(519) by 3:00 p.m. on the Calculation Date, then
the Commercial Paper Rate will be the Money Market Yield of the rate on such Interest
Determination Date for commercial paper of the Index Maturity as published in H.15 Daily
Update under the heading “Commercial Paper-Nonfinancial”.




If by 3:00 p.m. on such Calculation Date such rate is not published in either H.15(519) or
H.15 Daily Update, then the Calculation Agent will determine the Commercial Paper Rate to
be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m. on
such Interest Determination Date of three leading dealers of U.S. dollar





 




			
	5
Such nonbank dealers referred to in this
Statement of Terms may include affiliates of the Dealer.	 	 





	 
	 






			
	J. P. Morgan Securities Inc.
	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 27






 









 







commercial paper in New York City selected by the Calculation Agent for commercial paper of
the Index Maturity placed for an industrial issuer whose bond rating is “AA,” or the
equivalent, from a nationally recognized statistical rating organization.




If the dealers selected by the Calculation Agent are not quoting as mentioned above, the
Commercial Paper Rate with respect to such Interest Determination Date will remain the
Commercial Paper Rate then in effect on such Interest Determination Date.




“Money Market Yield” will be a yield calculated in accordance with the following formula:



	 	 	 	 	 
	Money Market Yield =

	 	                          D x 360
	 	x 100
	 

	 	 	 	 
	 

	 	                360 — (D x M)	 	 







where “D” refers to the applicable per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal and “M” refers to the actual number of days in
the interest period for which interest is being calculated.



Federal Funds Rate Notes





“Federal Funds Rate” means the rate on any Interest Determination Date for federal funds as
published in H.15(519) under the heading “Federal Funds (Effective)” and displayed on
Moneyline Telerate (or any successor service) on page 120 (or any other page as may replace
the specified page on that service) (“Telerate Page 120”).




If the above rate does not appear on Telerate Page 120 or is not so published by 3:00 p.m.
on the Calculation Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in H.15 Daily Update under the heading “Federal
Funds/(Effective)”.




If such rate is not published as described above by 3:00 p.m. on the Calculation Date, the
Calculation Agent will determine the Federal Funds Rate to be the arithmetic mean of the
rates for the last transaction in overnight U.S. dollar federal funds arranged by each of
three leading brokers of Federal Funds transactions in New York City selected by the
Calculation Agent prior to 9:00 a.m. on such Interest Determination Date.




If the brokers selected by the Calculation Agent are not quoting as mentioned above, the
Federal Funds Rate will remain the Federal Funds Rate then in effect on such Interest
Determination Date.



LIBOR Notes





The London Interbank offered rate (“LIBOR”) means, with respect to any Interest
Determination Date, the rate for deposits in U.S. dollars having the Index Maturity that
appears on the Designated LIBOR Page as of 11:00 a.m. London time, on such Interest
Determination Date.




If no rate appears, LIBOR will be determined on the basis of the rates at approximately
11:00 a.m., London time, on such Interest Determination Date at which deposits in U.S.
dollars are offered to prime banks in the London interbank market by four major banks in
such market selected by the Calculation Agent for a term equal to the Index Maturity and




 



			
	J. P. Morgan Securities Inc.
	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 28






 









 







in principal amount equal to an amount that in the Calculation Agent’s judgment is
representative for a single transaction in U.S. dollars in such market at such time (a
“Representative Amount”). The Calculation Agent will request the principal London office
of each of such banks to provide a quotation of its rate. If at least two such quotations
are provided, LIBOR will be the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR for such interest period will be the arithmetic mean of the
rates quoted at approximately 11:00 a.m., in New York City, on such Interest Determination
Date by three major banks in New York City, selected by the Calculation Agent, for loans in
U.S. dollars to leading European banks, for a term equal to the Index Maturity and in a
Representative Amount; provided, however, that if fewer than three banks so selected by the
Calculation Agent are providing such quotations, the then existing LIBOR rate will remain
in effect for such Interest Payment Period.




“Designated LIBOR Page” means the display designated as page “3750” on Moneyline Telerate
(or such other page as may replace the 3750 page on that service or such other service or
services as may be nominated by the British Bankers’ Association for the purposes of
displaying London interbank offered rates for U.S. dollar deposits).



Prime Rate Notes





“Prime Rate” means the rate on any Interest Determination Date as published in H.15(519)
under the heading “Bank Prime Loan”.




If the above rate is not published in H.15(519) prior to 3:00 p.m. on the Calculation Date,
then the Prime Rate will be the rate on such Interest Determination Date as published in
H.15 Daily Update opposite the caption “Bank Prime Loan”.




If the rate is not published prior to 3:00 p.m. on the Calculation Date in either H.15(519)
or H.15 Daily Update, then the Calculation Agent will determine the Prime Rate to be the
arithmetic mean of the rates of interest publicly announced by each bank that appears on
the Reuters Screen US PRIME1 Page (as defined below) as such bank’s prime rate or base
lending rate as of 11:00 a.m. on that Interest Determination Date.




If fewer than four such rates referred to above are so published by 3:00 p.m. on the
Calculation Date, the Calculation Agent will determine the Prime Rate to be the arithmetic
mean of the prime rates or base lending rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on such Interest Determination
Date by three major banks in New York City selected by the Calculation Agent.




If the banks selected are not quoting as mentioned above, the Prime Rate will remain the
Prime Rate in effect on such Interest Determination Date.




“Reuters Screen US PRIME1 Page” means the display designated as page “US PRIME1” on the
Reuters Monitor Money Rates Service (or such other page as may replace the US PRIME1 page
on that service for the purpose of displaying prime rates or base lending rates of major
United States banks).




 



			
	J. P. Morgan Securities Inc.
	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 29






 









 






Treasury Rate Notes





“Treasury Rate” means:




(1) the rate from the auction held on the Interest Determination Date (the “Auction”) of
direct obligations of the United States (“Treasury Bills”) having the Index Maturity
specified in the Supplement under the caption “INVESTMENT RATE” on the display on Moneyline
Telerate (or any successor service) on page 56 (or any other page as may replace that page
on that service) (“Telerate Page 56”) or page 57 (or any other page as may replace that
page on that service) (“Telerate Page 57”), or




(2) if the rate referred to in clause (1) is not so published by 3:00 p.m. on the related
Calculation Date, the Bond Equivalent Yield (as defined below) of the rate for the
applicable Treasury Bills as published in H.15 Daily Update, under the caption “U.S.
Government Securities/Treasury Bills/Auction High”, or




(3) if the rate referred to in clause (2) is not so published by 3:00 p.m. on the related
Calculation Date, the Bond Equivalent Yield of the auction rate of the applicable Treasury
Bills as announced by the United States Department of the Treasury, or




(4) if the rate referred to in clause (3) is not so announced by the United States
Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the
rate on the particular Interest Determination Date of the applicable Treasury Bills as
published in H.15(519) under the caption “U.S. Government Securities/Treasury
Bills/Secondary Market”, or




(5) if the rate referred to in clause (4) not so published by 3:00 p.m. on the related
Calculation Date, the rate on the particular Interest Determination Date of the applicable
Treasury Bills as published in H.15 Daily Update, under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market”, or




(6) if the rate referred to in clause (5) is not so published by 3:00 p.m. on the related
Calculation Date, the rate on the particular Interest Determination Date calculated by the
Calculation Agent as the Bond Equivalent Yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 p.m. on that Interest Determination Date, of
three primary United States government securities dealers selected by the Calculation Agent
for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity
specified in the Supplement, or




(7) if the dealers so selected by the Calculation Agent are not quoting as mentioned in
clause (6), the Treasury Rate in effect on the particular Interest Determination Date.




“Bond Equivalent Yield” means a yield (expressed as a percentage) calculated in accordance
with the following formula:



	 	 	 	 	 
	Bond Equivalent Yield =

	 	                         D x N
	 	x 100
	 

	 	 	 	 
	 

	 	               360 — (D x M)	 	 







where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank
discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be,
and “M” refers to the actual number of days in the applicable Interest Reset Period.




 



			
	J. P. Morgan Securities Inc.
	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 30






 









 







3. Final Maturity. The Stated Maturity Date for any Note will be the date so
specified in the Supplement, which shall be no later than 397 days from the date of
issuance. On its Stated Maturity Date, or any date prior to the Stated Maturity Date on
which the particular Note becomes due and payable by the declaration of acceleration, each
such date being referred to as a Maturity Date, the principal amount of each Note, together
with accrued and unpaid interest thereon, will be immediately due and payable.




4. Events of Default. The occurrence of any of the following shall constitute an
“Event of Default” with respect to a Note: (i) default in any payment of principal of or
interest on such Note (including on a redemption thereof); (ii) the Issuer or the Guarantor
makes any compromise arrangement with its creditors generally including the entering into
any form of moratorium with its creditors generally; (iii) a court having jurisdiction
shall enter a decree or order for relief in respect of the Issuer or the Guarantor in an
involuntary case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or there shall be appointed a receiver, administrator, liquidator,
custodian, trustee or sequestrator (or similar officer) with respect to the whole or
substantially the whole of the assets of the Issuer or the Guarantor and any such decree,
order or appointment is not removed, discharged or withdrawn within 60 days thereafter; or
(iv) the Issuer or the Guarantor shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the
entry of an order for relief in an involuntary case under any such law, or consent to the
appointment of or taking possession by a receiver, administrator, liquidator, assignee,
custodian, trustee or sequestrator (or similar official), with respect to the whole or
substantially the whole of the assets of the Issuer or the Guarantor or make any general
assignment for the benefit of creditors. Upon the occurrence of an Event of Default, the
principal of each obligation evidenced by such Note (together with interest accrued and
unpaid thereon) shall become, without any notice or demand, immediately due and
payable.6




5. Obligation Absolute. No provision of the Issuing and Paying Agency Agreement
under which the Notes are issued shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on each Note at the
times, place and rate, and in the coin or currency, herein prescribed.




6. Supplement. Any term contained in the Supplement shall supercede any
conflicting term contained herein.





 




			
	6 Unlike single payment notes, where a default
arises only at the stated maturity, interest-bearing notes with multiple
payment dates should contain a default provision permitting acceleration of the
maturity if the Issuer defaults on an interest payment.	 	 
	 
	 	 	 





			
	J. P. Morgan Securities Inc.
	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 31







 









 






Exhibit D




Form of Guarantee




GUARANTEE



GUARANTEE, dated as of                     ,                     , of                     , a corporation organized under the laws
of                      (the “Guarantor”).



The Guarantor, for value received, hereby agrees as follows for the benefit of the holders from
time to time of the Notes hereinafter described:





	 	1.	 	The Guarantor irrevocably guarantees payment in full, as and when the same
becomes due and payable, of the principal of and interest, if any, on the promissory
notes (the “Notes”) issued by ___, a ___corporation and a
[wholly-owned] subsidiary of the Guarantor (the “Issuer”), from time to time pursuant
to the Issuing and Paying Agent Agreement, dated as of ___, ___, as the same
may be amended, supplemented or modified from time to time, between the Issuer [, the
Guarantor] and ___(the “Agreement”).
	 
	 	2.	 	The Guarantor’s obligations under this Guarantee shall be unconditional,
irrespective of the validity or enforceability of any provision of the Agreement or
the Notes.
	 
	 	3.	 	This Guarantee is a guaranty of the due and punctual payment (and not merely
of collection) of the principal of and interest, if any, on the Notes by the Issuer
and shall remain in full force and effect until all amounts have been validly, finally
and irrevocably paid in full, and shall not be affected in any way by any circumstance
or condition whatsoever, including without limitation (a) the absence of any action to
obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise
or release of any or all of the obligations of the Issuer under the Agreement of the
Notes or of any collateral security therefore or (c) any change in the existence or
structure of, or the bankruptcy or insolvency of, the Issuer or by any other
circumstance (other than by complete, irrevocable payment) that might otherwise
constitute a legal or equitable discharge or defense of a guarantor or surety. The
Guarantor waives all requirements as to diligence, presentment, demand for payment,
protest and notice of any kind with respect to the Agreement and the Notes.
	 
	 	4.	 	In the event of a default in payment of principal of or interest on any
Notes, the holders of such Notes, may institute legal proceedings directly against the
Guarantor to enforce this Guarantee without first proceeding against the Issuer.
	 
	 	5.	 	This Guarantee shall remain in full force and effect or shall be reinstated
(as the case may be) if at any time any payment by the Issuer of the principal of or
interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be
returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer
or otherwise, all as though such payment had not been made.





	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 32






 









 






	 	6.	 	This Guarantee shall be governed by and construed in accordance with the laws
of the State of New York.
	 
	 	7.	 	(a) Any legal action or proceeding with respect to this Guarantee may be
brought in the Supreme Court of the State of New York sitting in New York County or
the United States District Court for the Southern District of New York, and any
appellate court from either thereof, and, by execution and delivery of this Guarantee,
the Guarantor irrevocably accepts for itself and in respect of its property,
unconditionally, the non exclusive jurisdiction of the aforesaid courts with respect
to any such action or proceeding. The Guarantor, to the extent it is not qualified to
do business in New York, hereby irrevocably designates, appoints and empowers CT
Corporation System, with offices on the date hereof at 111 Eighth Avenue, New York,
New York 10011, as its designee, appointee and agent to receive, accept and
acknowledge for and on its behalf, and in respect of its property, service of any and
all legal process, summons, notices and documents which may be served in any such
action or proceeding. If for any reason such designee, appointee and agent shall
cease to be available to act as such, the Guarantor agrees to designate a new
designee, appointee and agent in New York on the terms and for the purposes of this
provision satisfactory to the Dealer (as such term is defined in the Agreement, and as
so defined is herein so used). The Guarantor further irrevocably consents to the
service of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail, postage
prepaid, to it at its address provided in Section 7.1 of the Agreement, and at
its registered office, if different. Such service to become effective thirty days
after such mailing. Nothing herein shall affect the right of any party to the
Agreement or beneficiary of this Guarantee to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against the
Guarantor in any other jurisdiction.






(b) The Guarantor hereby irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Guarantee brought in the
courts referred to in clause (a) above and hereby further irrevocably waives, to
the maximum extent permitted by applicable law, and agrees not to plead or claim in
any such court that any such action or proceeding brought in any such court has
been brought in an inconvenient forum.




	 	8.	 	To the extent that the Guarantor or any of its properties, assets or revenues
may have or may hereafter become entitled to, or have attributed to them, any right of
immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or
proceeding in connection with or arising out of this Guarantee, the Agreement or the
Notes or the offer and sale of the Notes, from the giving of any relief in any
thereof, from setoff or counterclaim, from the jurisdiction of any court, from service
of process, from attachment upon or prior to judgment, from attachment in aid of
execution of judgment, or from execution of judgment, or other legal process or
proceeding for the giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceeding may at any time be commenced, with respect to its
obligations, liabilities or any other matter under or arising out of or in connection
with this Guarantee, the Issuing and Paying Agency Agreement (as such term is defined
in the Agreement, and as so defined





	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 33






 









 






	 	 	 	is herein so used), the Agreement or the Notes, it hereby irrevocably and
unconditionally waives, and agrees for the benefit of the Dealer and any holder
from time to time of the Notes not to plead or claim, any such immunity, and
consents to such relief and enforcement.
	 
	 	9.	 	Any payments hereunder shall be in United States dollars and shall be free of
all withholding and other taxes and of all other governmental charges of any nature
whatsoever imposed by the jurisdiction in which the Guarantor is located. In the
event any withholding is required by law, the Guarantor agrees to (i) pay the same and
(ii) pay such additional amounts which, after deduction of any such withholding, or
other taxes or governmental charges of any nature whatsoever imposed with respect to
the payment of such additional amount, shall equal the amount withheld pursuant to
clause (i). The Guarantor will promptly pay any stamp duty or other taxes or
governmental charges payable in connection with the execution, delivery, payment or
performance of this Guarantee and shall indemnify and hold harmless the Dealer and
each holder of Notes from all liabilities arising from any failure to pay, or delay in
paying, such taxes or charges. Dealer agrees to complete any form or document that
may be reasonably requested by the Guarantor or required in order to allow the
Guarantor to make a payment under this Guarantee without any deduction or withholding
for or on account of any taxes or other governmental changes (or to avoid the
imposition of any stamp duty or other taxes or governmental changes), and the
Guarantor shall not be obligated to pay any additional amounts to Dealer for any taxes
or other governmental charges arising out of a failure by Dealer to complete any such
form or document.
	 
	 	10.	 	The obligation of the Guarantor to make payments due under this Guarantee in
any currency (the “first currency”) shall not be discharged or satisfied by any tender
or recovery pursuant to any judgment expressed in or converted into any other currency
(the “second currency”) except to the extent to which such tender or recovery shall
result in the effective receipt by the Dealer or holders of the Notes, as the case may
be, of the full amount of the first currency payable, and accordingly the primary
obligation of the Guarantor, as the case may be, shall be enforceable as an
alternative or additional cause of action for the purpose of recovery in the second
currency of the amount (if any) by which such effective receipt shall fall short of
the full amount of the full currency payable and shall not be affected by a judgment
being obtained for any other sum due hereunder.




IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed as of the day and
year first above written.




	 	 	 	 	 
	 	Name of Guarantor]

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 34






 









 





Model Opinion of Counsel to Issuer




[Date]




[Name and Address of Dealer]




Ladies and Gentlemen:




     We have acted as counsel to                                         , a                                           (the “Issuer”), in
connection with the proposed offering and sale by the Issuer in the United States of commercial
paper in the form of short-term promissory notes (the “Notes”).



     In our capacity as such counsel, we have examined a specimen form of Note, an executed copy of
the Commercial Paper Dealer Agreement dated                     ,                      (the “Agreement”) among the Issuer,
                     (the “Guarantor”) and [Name of Dealer] (the “Dealer”), the Guarantee dated                     ,                      (the
“Guarantee”) and the Issuing and Paying Agency Agreement dated                     ,                      (the “Issuing and
Paying Agency Agreement”) between the Issuer [, the Guarantor] and                     , as issuing and paying
agent (the “Issuing and Paying Agent”) as well as originals, or copies certified or otherwise
identified to our satisfaction, of such other records, certificates and documents as we have deemed
necessary as a basis for the opinions expressed below. In such examination, we have assumed the
genuineness and completeness of all documents submitted to us as originals, the conformity to the
originals of all documents submitted to us as copies, the legal capacity of natural persons and the
genuineness of signatures. As to the questions of the facts material to the opinions expressed
herein, and as to factual matters arising in connection with our examination of the aforesaid
materials, we have relied, to the extent we deemed appropriate, upon the factual representations
and warranties contained in the Agreement, the Issuing and Paying Agency Agreement and the related
documents and in such records, certificates and documents.



     Capitalized terms used herein without definition are used as defined in the Agreement.



     Based upon the foregoing, and subject to and qualified by the assumptions, qualifications,
limitations, and exceptions set forth herein, and having due regard for such legal considerations
as we deem relevant, we are of the opinion that:




	 	1.	 	The Issuer is a                      [duly formed/organized], validly existing and in
good standing under the laws of the ___of ___and has all the requisite
___power and authority to execute, deliver and perform its obligations under the
Notes, the Agreement and the Issuing and Paying Agency Agreement.
	 
	 	2.	 	Each of the Agreement and the Issuing and Paying Agency Agreement has been
duly authorized, executed and delivered by the Issuer and constitutes a legal, valid
and binding obligation of the Issuer enforceable against the Issuer in accordance with
its terms subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, and subject, as to enforceability, to general principles
of equity (regardless of whether enforcement is sought in a proceeding in equity or at
law), and except as rights under each of the Agreement and the Issuing and Paying
Agency Agreement to indemnity and contribution may be limited by federal or state
laws.





	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 35






 









 







	 	3.	 	The Notes have been duly authorized by the Issuer, and when issued and
delivered as provided in the Issuing and Paying Agency Agreement, will be duly and
validly issued and delivered by, and will constitute legal, valid and binding
obligations of, the Issuer enforceable against the Issuer in accordance with their
terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, and subject, as to enforceability, to general principles
of equity (regardless of whether enforcement is sought in a proceeding in equity or at
law).
	 
	 	4.	 	The offer and sale of the Notes and the Guarantee in the manner contemplated
by the Agreement do not require registration of the Notes under the Securities Act,
pursuant to the exemption from registration contained in Section 4(2) thereof, and no
indenture in respect of the Notes is required to be qualified under the Trust
Indenture Act of 1939, as amended.
	 
	 	5.	 	Assuming the offer and sale of the Notes in the manner contemplated by the
Agreement, no consent or action of, or filing or registration with, any governmental
or public regulatory body or authority, including the SEC, is required to be obtained
or made by the Issuer under any statute or regulation applicable to it to authorize
its execution, delivery or performance of, the Agreement, the Notes or the Issuing and
Paying Agency Agreement, except as may be required by the securities or Blue Sky laws
of the various states in connection with the offer and sale of the Notes.
	 
	 	6.	 	Neither the execution and delivery of the Agreement, the Guarantee and the
Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with
the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the
terms and provisions of either thereof by the Issuer, will (i) result, pursuant to the
express provisions of any Material Agreement (as herein defined), in the creation or
imposition of any consensual mortgage, lien or similar encumbrance upon any of the
properties or assets of the Issuer, or (ii) violate or result in an event of default
under, as the case may be, any of the terms of the Issuer’s [governance documents],
any agreement or instrument binding on the Issuer which is filed as an exhibit to the
___’s Annual Report on Form 10-K for the year ended December 31, 2004 (the
“Material Agreements”), or any statutory law or regulation applicable to it, or any
order, writ, injunction or decree of any court or government instrumentality, which is
known by us to be expressly applicable to the Issuer.
	 
	 	7.	 	The Issuer is not an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.
	 
	 	8.	 	As a condition to the admissibility in evidence of the Agreement, the Issuing
and Paying Agency Agreement or the Notes in [foreign jurisdiction], it is not
necessary that the Agreement, the Issuing and Paying Agency Agreement or the Notes be
filed or recorded with any court or other authority. [All documentary evidence in a
foreign language to be submitted to a court in [foreign jurisdiction] must be in, or
translated into, the [foreign jurisdiction] language and certified by a duly qualified
official translator in [foreign
jurisdiction]].7 [NOTE: Subject







 




			
	7Paragraphs 9 through 14 will only be necessary
where the Issuer is a foreign entity.





	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 36






 









 






	 	 	 	to applicability of the foregoing to the Issuer, and if so, to Foreign Counsel’s
review, comment and modification.]
	 
	 	9.	 	Under the laws of [foreign jurisdiction], neither the Issuer nor any of its
revenues, assets or properties has any right of immunity from service of process or
from the jurisdiction of competent courts of [foreign jurisdiction] or the United
States or the State of New York in connection with any suit, action or proceeding,
attachment prior to judgment, attachment in aid of execution of a judgment, or
execution of a judgment or from any other legal process with respect to its
obligations under the Agreement, the Issuing and Paying Agency Agreement or the Notes.
[NOTE: Subject to applicability of the foregoing to the Issuer, and if so, to
Foreign Counsel’s review, comment and modification.]
	 
	 	10.	 	The Issuer is permitted to make all payments under the Agreement, the Issuing
and Paying Agency Agreement and the Notes (to holders of the Notes that are
non-residents of [foreign jurisdiction]), free and clear of and without deduction or
withholding for or on account of any taxes or other governmental charges imposed by
[foreign jurisdiction]. There is no stamp or documentary tax or other charge imposed
by any governmental agency having jurisdiction over the Issuer in connection with the
execution, delivery, issuance, payment, performance, enforcement or introduction into
evidence in a court of [foreign jurisdiction] of the Agreement, the Issuing and Paying
Agency Agreement or any Note. [NOTE: Subject to applicability of the foregoing to
the Issuer, and if so, to Foreign Counsel’s review, comment and modification.]
	 
	 	11.	 	The choice of New York law to govern the Agreement, the Issuing and Paying
Agency Agreement and the Notes is, under the laws of [foreign jurisdiction], a valid,
effective and irrevocable choice of law. [NOTE: Subject to applicability of the
foregoing to the Issuer, and if so, to Foreign Counsel’s review, comment and
modification.]
	 
	 	12.	 	The submission by the Issuer, in the Agreement, to the jurisdiction of the
courts of the United States District Court and the State of New York located in the
Borough of Manhattan is valid and binding upon the Issuer under the laws of [foreign
jurisdiction]. [NOTE: Subject to applicability of the foregoing to the Issuer, and
if so, to Foreign Counsel’s review, comment and modification.]
	 
	 	13.	 	Any final judgment rendered by any Federal or State court of competent
jurisdiction located in the State of New York in an action to enforce the obligations
of the Issuer under the Agreement, the Issuing and Paying Agency Agreement or the
Notes is capable of being enforced in the courts of [foreign jurisdiction]. [NOTE:
Subject to applicability of the foregoing to the Issuer, and if so, to Foreign
Counsel’s review, comment and modification.]





     This opinion letter may be delivered to, and is solely for the benefit of, (i) the Issuing and
Paying Agent and each holder from time to time of the Notes, in connection with the transactions
contemplated by the Agreement and the Issuing and Paying Agency Agreement and (ii) any nationally
recognized rating agency, in connection with the rating of the Notes, each of which may, as of the
date of this opinion letter, rely on this opinion letter to the same extent as if such opinion was
addressed to it. Neither this opinion letter nor any excerpt hereof (nor any



	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 37






 









 





reproduction of any of the foregoing) may be furnished to (except in connection with a legal
or arbitral proceeding or as may be required by law, and in any such events, as shall be directed
and required incident thereto pursuant to duly issued subpoena, writ, order or other legal
process), or relied upon by, any other person or entity without the prior written consent of this
Firm. The opinions expressed herein are as of the date hereof (and not as of any other date) or,
to the extent a reference to a certificate or other document is made herein, to such date, and we
make no undertaking to amend or supplement such opinions as facts and circumstances come to our
attention or changes in the law occur which could affect such opinions.




Very truly yours,



	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer
Agreement 4(2) Program § 38







 









 





Model Opinion of Counsel to Guarantor




[Date]




[Name and Address of Dealer]




Ladies and Gentlemen:




     We have acted as counsel to ___, a ___corporation (the “Guarantor”),
in connection with the proposed offering and sale by ___(the “Issuer”) in the United States
of commercial paper in the form of short-term promissory notes (the “Notes”).



     In our capacity as such counsel, we have examined a specimen form of Note, an executed copy of
the Commercial Paper Dealer Agreement dated ___, ___(the “Agreement”) among the Issuer,
[Name of Dealer] (the “Dealer”) and the Guarantor, the Guarantee dated ___, ___(the
“Guarantee”) and the Issuing and Paying Agency Agreement dated ___, ___(the “Issuing and
Paying Agency Agreement”) between the Issuer [, the Guarantor] and ___, as issuing and paying
agent (the “Issuing and Paying Agent”) as well as originals, or copies certified or otherwise
identified to our satisfaction, of such other records, certificates and documents as we have deemed
necessary as a basis for the opinions expressed below. In such examination, we have assumed the
genuineness and completeness of all documents submitted to us as originals, the conformity to the
originals of all documents submitted to us as copies, the legal capacity of natural persons and the
genuineness of signatures. As to the questions of the facts material to the opinions expressed
herein, and as to factual matters arising in connection with our examination of the aforesaid
materials, we have relied, to the extent we deemed appropriate, upon the factual representations
and warranties contained in the Agreement, the Issuing and Paying Agency Agreement and the related
documents and in such records, certificates and documents.



     Capitalized terms used herein without definition are used as defined in the Agreement.



     Based upon the foregoing, and subject to and qualified by the assumptions, qualifications,
limitations, and exceptions set forth herein, and having due regard for such legal considerations
as we deem relevant, we are of the opinion that:




	 	1.	 	The Guarantor is a corporation [duly organized], validly existing and in good
standing under the laws of ___and has all the requisite corporate power and
authority to execute, deliver and perform its obligations under the Agreement, the
Guarantee and the Issuing and Paying Agency Agreement.
	 
	 	2.	 	Each of the Agreement, the Guarantee and the Issuing and Paying Agency
Agreement has been duly authorized, executed and delivered by the Guarantor and
constitutes a legal, valid and binding obligation of the Guarantor, enforceable
against the Guarantor in accordance with its terms subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, and subject, as to
enforceability, to general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law), and except as rights under each of the
Agreement and the Issuing and Paying Agency Agreement to indemnity and contribution
may be limited by federal or state laws.





	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 39






 









 






	 	3.	 	The offer and sale of the Notes and the Guarantee in the manner contemplated
by the Agreement do not require registration of the Guarantee under the Securities
Act, pursuant to the exemption from registration contained in Section 4(2) thereof,
and no indenture in respect of the Guarantee is required to be qualified under the
Trust Indenture Act of 1939, as amended.
	 
	 	4.	 	Assuming the offer and sale of the Notes in the manner contemplated by the
Agreement, no consent or action of, or filing or registration with, any governmental
or public regulatory body or authority, including the SEC, is required to be obtained
or made by the Guarantor under any statute or regulation applicable to it to authorize
its execution, delivery or performance of, the Agreement, the Guarantee or the Issuing
and Paying Agency Agreement, except as may be required by the securities or Blue Sky
laws of the various states in connection with the offer and sale of the Notes.
	 
	 	5.	 	Neither the execution and delivery of the Agreement, the Guarantee and the
Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with
the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the
terms and provisions of either thereof by the Guarantor, will (i) result, pursuant to
the express provisions of any Material Agreement (as herein defined), in the creation
or imposition of any consensual mortgage, lien or similar encumbrance upon any of the
properties or assets of the Guarantor, or (ii) violate or result in an event of
default under, as the case may be, any of the terms of the Guarantor’s [governance
documents], any agreement or instrument binding on the Guarantor which is filed as an
exhibit to the ___’s Annual Report on Form 10-K for the year ended December 31,
2004 (the “Material Agreements”), or any statutory law or regulation applicable to it,
or any order, writ, injunction or decree of any court or government instrumentality,
which is known by us to be expressly applicable to the Guarantor.
	 
	 	6.	 	The Guarantor is not an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.
	 
	 	7.	 	As a condition to the admissibility in evidence of the Agreement, the Issuing
and Paying Agency Agreement, the Notes or the Guarantee in [foreign jurisdiction], it
is not necessary that the Agreement, the Issuing and Paying Agency Agreement, the
Notes or the Guarantee be filed or recorded with any court or other authority. [All
documentary evidence in a foreign language to be submitted to a court in [foreign
jurisdiction] must be in, or translated into, the [foreign jurisdiction] language and
certified by a duly qualified official translator in [foreign
jurisdiction]].8 [NOTE: Subject to applicability of the foregoing to the
Guarantor, and if so, to Foreign Counsel’s review, comment and modification.]
	 
	 	8.	 	Under the laws of [foreign jurisdiction], neither the Guarantor nor any of
its revenues, assets or properties has any right of immunity from service of process
or from the jurisdiction of competent courts of [foreign jurisdiction] or the United







 




			
	8Paragraphs 8 through 13 will only be necessary
where the Guarantor is a foreign entity.





	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 40






 









 






	 	 	 	States or the State of New York in connection with any suit, action or proceeding,
attachment prior to judgment, attachment in aid of execution of a judgment, or
execution of a judgment or from any other legal process with respect to its
obligations under the Agreement, the Issuing and Paying Agency Agreement or the
Guarantee. [NOTE: Subject to applicability of the foregoing to the Guarantor, and
if so, to Foreign Counsel’s review, comment and modification.]
	 
	 	9.	 	The Guarantor is permitted to make all payments under the Agreement, the
Issuing and Paying Agency Agreement and the Guarantee (to holders of the Notes that
are non-residents of [foreign jurisdiction]), free and clear of and without deduction
or withholding for or on account of any taxes or other governmental charges imposed by
[foreign jurisdiction]. There is no stamp or documentary tax or other charge imposed
by any governmental agency having jurisdiction over the Guarantor in connection with
the execution, delivery, issuance, payment, performance, enforcement or introduction
into evidence in a court of [foreign jurisdiction] of the Agreement, the Issuing and
Paying Agency Agreement, the Notes or the Guarantee. [NOTE: Subject to applicability
of the foregoing to the Guarantor, and if so, to Foreign Counsel’s review, comment and
modification.]
	 
	 	10.	 	The choice of New York law to govern the Agreement, the Issuing and Paying
Agency Agreement, the Notes and the Guarantee is, under the laws of [foreign
jurisdiction], a valid, effective and irrevocable choice of law. [NOTE: Subject to
applicability of the foregoing to the Guarantor, and if so, to Foreign Counsel’s
review, comment and modification.]
	 
	 	11.	 	The submission by the Guarantor, in the Agreement and the Guarantee, to the
jurisdiction of the courts of the United States District Court and the State of New
York located in the Borough of Manhattan is valid and binding upon the Guarantor under
the laws of [foreign jurisdiction]. [NOTE: Subject to applicability of the foregoing
to the Guarantor, and if so, to Foreign Counsel’s review, comment and modification.]
	 
	 	12.	 	Any final judgment rendered by any Federal or State court of competent
jurisdiction located in the State of New York in an action to enforce the obligations
of the Guarantor under the Agreement, the Issuing and Paying Agency Agreement, the
Notes or the Guarantee is capable of being enforced in the courts of [foreign
jurisdiction]. [NOTE: Subject to applicability of the foregoing to the Guarantor,
and if so, to Foreign Counsel’s review, comment and modification.]





     This opinion letter may be delivered to, and is solely for the benefit of, (i) the Issuing and
Paying Agent and each holder from time to time of the Notes, in connection with the transactions
contemplated by the Agreement and the Issuing and Paying Agency Agreement and (ii) any nationally
recognized rating agency, in connection with the rating of the Notes, each of which may, as of the
date of this opinion letter, rely on this opinion letter to the same extent as if such opinion was
addressed to it. Neither this opinion letter nor any excerpt hereof (nor any reproduction of any
of the foregoing) may be furnished to (except in connection with a legal or arbitral proceeding or
as may be required by law, and in any such events, as shall be directed and required incident
thereto pursuant to duly issued subpoena, writ, order or other legal process), or



	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 41






 









 




relied upon by, any other person or entity without the prior written consent of this Firm.
The opinions expressed herein are as of the date hereof (and not as of any other date) or, to the
extent a reference to a certificate or other document is made herein, to such date, and we make no
undertaking to amend or supplement such opinions as facts and circumstances come to our attention
or changes in the law occur which could affect such opinions.



Very truly yours,



	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 42






 









 





Model Certificate as to Resolutions

[Name of Issuer]




     I, ___, the [Assistant] Secretary of ___, a ___corporation (the
“Issuer”), do hereby certify, in connection with the issuance and sale of short-term promissory
notes under the Commercial Paper Dealer Agreement dated ___, ___(the “Agreement”, the
terms defined therein being used herein as therein defined) between the Issuer, ___(the
“Guarantor”) and ___(the “Dealer”), that:




	 	1.	 	The following resolution was duly adopted by the Board of Directors of the
Issuer [by unanimous written consent dated ___, ___] [at a meeting thereof duly
called and held on ___, ___, at which meeting a quorum was present and acting
throughout], and such resolution has not been amended, modified or revoked and is in
full force and effect on the date hereof:





[RESOLUTION TO COME FROM ISSUER]





	 	2.	 	Each of the Agreement and the Issuing and Paying Agency Agreement, as
executed and delivered by the Issuer, is substantially in the form thereof approved by
the Board of Directors and referred to in the resolution set forth in paragraph 1
hereof.




IN WITNESS WHEREOF, I have signed this certificate the ___day of ___, ___.




	 	 	 
	 

	 	 
	 

	 	[Assistant] Secretary






	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 43






 









 





Model Certificate as to Resolutions

[Name of Guarantor]




     I, ___, the [Assistant] Secretary of ___, a ___corporation (the
“Guarantor”), do hereby certify, in connection with the issuance and sale of short-term promissory
notes under the Commercial Paper Dealer Agreement dated ___, ___(the “Agreement”, the
terms defined therein being used herein as therein defined) between the Issuer, the Guarantor and
___(the “Dealer”), that:




	 	1.	 	The following resolution was duly adopted by the Board of Directors of the
Guarantor [by unanimous written consent dated ___, ___] [at a meeting thereof duly
called and held on ___, ___, at which meeting a quorum was present and acting
throughout], and such resolution has not been amended, modified or revoked and is in
full force and effect on the date hereof:
	 
	 	 	 	[RESOLUTION TO COME FROM GUARANTOR]
	 
	 	2.	 	Each of the Agreement, the Guarantee and the Issuing and Paying Agency
Agreement, as executed and delivered by the Guarantor, is substantially in the form
thereof approved by the Board of Directors and referred to in the resolution set forth
in paragraph 1 hereof.




IN WITNESS WHEREOF, I have signed this certificate the ___day of ___, ___.




	 	 	 
	 

	 	 
	 

	 	[Assistant] Secretary






	 	 	 
	J. P . Morgan Securities Inc.

	 	Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 44