EXHIBIT 1
XXXXXXXXX, XXXXXX & XXXXXXXX, INC.
UP TO $500,000,000
MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
NEW AGENT SUPPLEMENTAL AGREEMENT
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December 15, 1998
[Agent]
[Address]
Ladies and Gentlemen:
We refer to the Distribution Agreement dated October 30, 1998 entered
into in respect of the issue and sale from time to time by Xxxxxxxxx, Xxxxxx &
Xxxxxxxx, Inc. (the "Company") of its Medium-Term Notes described therein (such
agreement, as amended from time to time, the "Agreement") and invite you to
become an Agent upon the terms of such Agreement, as modified hereby, a copy
of which has been supplied to you by us. For your information, we are
enclosing copies of updated legal opinions from our legal counsel and counsel
for the Agents, an updated comfort letter from our accountants and updated
certificates from the Secretary of the Company and an executive officer of the
Company.
The Distribution Agreement dated October 30, 1998 is hereby amended as
follows:
(1) The second sentence of Section 2(b) is hereby revised to read in its
entirety "For the purposes of this Agreement, the term "Purchaser" shall refer
to an Agent acting as principal hereunder and not as an agent for the Company,
and the terms "Agent", "Agents" and "you" shall refer to each of you acting in
both such capacities or in either such capacity, as the context requires."
(2) Clause (ii) of the second sentence of Section 7(b) is hereby
revised to read in its entirety, "(ii) the Company shall have failed to assume
the defense and employ counsel reasonably satisfactory to such indemnified
person or"
This letter is governed by, and shall be construed in accordance with,
the laws of the State of New York, without giving effect to the conflict of
laws provisions thereof.
Please return to us a copy of this letter signed by an authorized
signatory whereupon you will become an Agent for the purposes of the Agreement.
Very truly yours,
XXXXXXXXX, XXXXXX & XXXXXXXX, INC.
By:
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Name:
Title:
XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION
By:
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Name:
Title:
We hereby accept the appointment as an Agent and accept all of the
obligations under, and terms and conditions of, the Agreement.
Accepted as of the date
first above written:
[AGENT]
By:
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Name:
Title:
For the purposes of the Agreement, our communication details are set out below.
Address:
Telephone:
Facsimile:
Attention:
