EFTA01300057.pdf

Several new conduits funded with a senior secured loan and ABCP will purchase eligible term assets and thereby ameliorate current market stress A tiered liability structure will provide the Federal Reserve with appropriate security J.P. Morgan will establish [four] new SPVs that will borrow from the $ (90) Federal Federal Reserve and issue asset-backed commercial paper. Proceeds will be used to purchase eligible asset from [ Reserve Bank The Federal Reserve will make loans with maturity dates equal Senior of to the maturity date of the eligible assets (90% of the amortized cost) Secured I The ABCP will be issued such that proceeds are equal to 10% of Loan (90) newly Established the amortized cost of the assets at a rate consistent with the amortized cost of the eligible asset spy Eligible assets will be limited to a pre-defined list of short-term Eligible Assets ("MacawberCo., (100) [bank] debt in the form of CP or CDs described below LLC") The Federal Reserve will have a first priority, senior secured Money interest in the assets of the conduit Money Market Funds will retain risk through the ownership of Market MacawberABCP ABCP 110) Fund The net spread, less fees and expenses, will be trapped in a cash collateral account held in trust for the benefit of secured creditors $ (90) NewCo Transaction Participants NewCo Balance Sheet Assets Liabilities and Equity Owner ft Equity Holders Custodian/Trustee G.S.S Holdings ("Macawber Co., LLC"), Inc. (a newly Limited to 10 different credits Senior Secured Loan IPA established Delaware C Corp.) Unsecured Bank or Bank Hold Co. CP Initially [90%] Admin Services Placement Agent (s] Certificates of Deposit ABCP G.5.5 Holdings, Inc. JPMSI, TBD .A.1 /P.1/F1 or better ratings [A-1 /P•I /F1] Cash Collateral Depositary Structuring Advisor Remaining days to maturity < 90 Initially [10%] JPMCB JPMSI Rating Agencies U.S. Dollar denominated Cash Collateral Deal Counsel (SaP, Moody's Fitch] Orrick Herrington Et Sutcliffe LIP Acceptable issuer domicile (OECD) Nominal Equity Subject to rating agency pre-approval Lender Federal Reserve Bank of Limit to largest obligor [ ] Limit to two largest obligors [ ] J.P.Morgan J.P. MORGAN SHORT TERM FIXED SFIV Strt.nsitits )w -- u uu77034 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00000161 EFTA_00 I 87506 EFTA01300057