EXHIBIT 1(j)
FORM OF
JOINDER AGREEMENT
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This Joinder Agreement dated as of February 2, 2005 (this "Joinder
Agreement"), by and among The Bear Xxxxxxx Companies Inc., a Delaware
corporation (the "Company"), Bear, Xxxxxxx & Co. Inc. ("Bear Xxxxxxx") and Banc
of America Securities LLC, Xxxxxxx Xxxxxx & Company, Incorporated and WM
Financial Services, Inc. (collectively, the "Joining Parties") amends The Bear
Xxxxxxx Companies Inc. $2,000,000,000 IncomeNotesSM Distribution Agreement,
dated as of June 19, 2003, as heretofore amended by the Joinder Agreement, dated
as of November 17, 2003 among the Company, Bear Xxxxxxx, the Agents listed on
Schedule A thereto and Xxxxxx Xxxxxxx & Co. Incorporated (the "Distribution
Agreement").
The Joining Parties, the Company and Bear Xxxxxxx, hereby acknowledge,
agree and confirm that, by their execution of this Joinder Agreement, each of
the Joining Parties 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 each such Joining Party had been a party to and had
executed the Distribution Agreement. Each of the Joining Parties 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 Parties, the Company and Bear Xxxxxxx 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:
BANC OF AMERICA SECURITIES LLC
By:
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Title:
XXXXXXX XXXXXX & COMPANY, INCORPORATED
By:
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Title:
WM FINANCIAL SERVICES, INC.
By:
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Title:
