JPMORGAN CHASE & CO. - Irish Stock Exchange

In addition, modifications and amendments to the Agency Agreement and to these Conditions may be made,
and past defaults by the Issuer may be waived (in each case, by Extraordinary Resolutions (as defined in the
Agency Agreement)), with the written consent of the holders of at least a majority in aggregate principal
amount of the Notes at the time outstanding, or of such lesser percentage as may act at a meeting of holders of
the Notes held in accordance with the Agency Agreement; provided that, in no event may the Issuer, without
the written consent or the affirmative vote of the holder of each outstanding Note affected thereby:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
extend the stated maturity of the principal of or any instalment of interest on any such Note;
reduce the principal amount or redemption price of, or interest on, any such Note;
change the currency of payment of such Note or interest thereon;
impair the right to institute suit for the enforcement of any such payment on or with respect to any
such Note;
reduce the percentage in aggregate principal amount of Notes outstanding necessary to modify or
amend the Agency Agreement or to waive any past default; or
reduce the voting or quorum requirements or the percentage of aggregate principal amount of Notes
outstanding required to take any other action authorised to be taken by the holders of a specified
principal amount of Notes.
Any modifications, amendments or waivers to the Agency Agreement or to these Conditions will be conclusive
and binding on all holders of the Notes, Receipts and Coupons, whether or not they have given such consent or
were present at such meeting, and on all future holders of Notes, Receipts and Coupons, whether or not
notation of such modifications, amendments or waivers is made upon the Notes, Receipts or Coupons. Any
instrument given by or on behalf of any holder of a Note in connection with any consent to any such
modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all
subsequent holders of such Note and any Receipts or Coupons appertaining thereto.
(b)
Meetings
The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters
affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these
Conditions or any provisions of the Agency Agreement. Such a meeting may and, if required in writing by
Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being outstanding,
shall be convened by the Issuer. At a meeting of the holders of the Notes for the purpose of, amongst others,
approving a modification or amendment to, or obtaining a waiver of, any covenant or condition set forth in the
Notes or the Agency Agreement, persons entitled to vote a majority in aggregate principal amount of the Notes
at the time outstanding shall constitute a quorum. In the absence of a quorum at any such meeting that is not a
meeting convened upon the requisition of Noteholders, within 30 minutes of the time appointed for such
meeting, the meeting may be adjourned for a period of not less than 14 days; in the absence of a quorum any
meeting that is convened on the requisition of Noteholders shall be dissolved; the persons entitled to vote a
majority in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum for the
taking of any action set forth in the notice of the original meeting. At a meeting or an adjourned meeting duly
convened and at which a quorum is present as aforesaid, any Extraordinary Resolution to, amongst others,
modify or amend any of these Conditions or any provisions of the Agency Agreement (other than those items
specified in Condition 12(a)(i) through (vii)), or to waive compliance with, any of these Conditions shall be
effectively passed if passed by a majority consisting of at least 75% of the votes cast.
These Conditions may be amended, modified, or varied in relation to any Series of Notes by the terms of the
applicable Final Terms or Prospectus in relation to such Series.
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