EXHIBIT 1(h)
JOINDER AGREEMENT
This Joinder Agreement dated as of ________ __, ____ (this "Joinder
Agreement"), by and among The Bear Xxxxxxx Companies Inc., a Delaware
corporation (the "Company"), Bear, Xxxxxxx & Co. Inc. ("Bear Xxxxxxx"), the
agents listed on Schedule A hereto (collectively, the "Agents") and Xxxxxx
Xxxxxxx & Co. Incorporated (the "Joining Party") amends The Bear Xxxxxxx
Companies Inc. $2,000,000,000 IncomeNotesSM Distribution Agreement dated as of
June 19, 2003 (the "Distribution Agreement"), by and among the Company, Bear
Xxxxxxx and the Agents.
The Joining Party, the Company, Bear Xxxxxxx and the Agents, hereby
acknowledge, agree and confirm that, by their execution of this Joinder
Agreement, the Joining Party shall be deemed to be a party to the Distribution
Agreement as of the date hereof and shall have all of the rights and obligations
of an "Agent" thereunder as if the Joining Party had been a party to and had
executed the Distribution Agreement. The Joining Party hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Distribution Agreement.
The Joining Party, the Company, Bear Xxxxxxx and the Agents, hereby
acknowledge, agree and confirm that, by their execution of this Joinder
Agreement, the Distribution Agreement may be amended from time to time by a
written amendment duly executed by the Company and Bear Xxxxxxx, on behalf of
the Agents, for the purpose of adding additional agents to the Distribution
Agreement.
This Joinder Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Transmission by telecopier or facsimile
transmission of an executed counterpart of this Joinder Agreement shall
constitute due and sufficient delivery of such counterpart.
Please confirm your acceptance of this Joinder Agreement by signing and
returning to us the enclosed duplicate copy hereof.
[Signature Pages Follow]
CONFIRMED AND ACCEPTED, as
of the date hereof:
THE BEAR XXXXXXX COMPANIES INC.
By:
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Title:
BEAR, XXXXXXX & CO. INC.
By:
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Title:
X.X. XXXXXXX & SONS, INC.
By:
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Title:
BB&T CAPITAL MARKETS
By:
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Title:
CITIGROUP GLOBAL MARKETS INC.
By:
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Title:
XXXXXX X. XXXXX & CO., L.P.
By:
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Title:
FIDELITY CAPITAL MARKETS,
A DIVISION OF NATIONAL FINANCIAL SERVICES LLC
By:
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Title:
MELLON FINANCIAL MARKETS, LLC
By:
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Title:
XXXXXX XXXXXXX & CO. INCORPORATED
By:
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Title:
PRUDENTIAL FINANCIAL INCORPORATED
By:
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Title:
UBS FINANCIAL SERVICES INC.
By:
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Title:
WACHOVIA SECURITIES, INC.
By:
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Title:
XXXXX FARGO INVESTMENT SERVICES, LLC
By:
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Title:
SCHEDULE A
X.X. Xxxxxxx & Sons, Inc. Mellon Financial Markets, LLC
Xxx Xxxxx Xxxxxxxxx Xxxxx 0000
Xx. Xxxxx, XX 00000 One Mellon Center
Attention: Xxxx Xxx Xxxxxxx Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
BB&T Capital Markets Prudential Financial Incorporated
0 Xxxxx 0xx Xxxxxx 0 Xxx Xxxx Xxxxx
Xxxxxxxx XX 00000 Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx Attention: Xxxxx Xxxxx
Citigroup Global Markets Inc. UBS Financial Services Inc.
000 Xxxxxxxxx Xxxxxx 000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000 Xxxxxxxxx, XX 00000
Attention: Medium-Term Note Department Attention: Xxx XxXxxxx
Xxxxxx X. Xxxxx & Co., L.P.
00000 Xxxxxxxxxx Xxxx Wachovia Securities, Inc.
Xx. Xxxxx, XX 00000 000 Xxxx Xxxx Xx
Xxxxxxxxx: Xxxxx Xxxxxxx Xxxx Xxxxx 0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Fidelity Capital Markets
200 Seaport Blvd., Mail Zone: Z2H Xxxxx Fargo Investment Services, LLC
Xxxxxx, XX 00000 Corporate Bond Trader
Attention: Xxxxx Xxxxx 000 0xx Xxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
