Master Agreement Among Underwriters (2004)Full Document 

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                            Registered SEC Offerings
                    (including Multiple Syndicate Offerings),
                   Standby Underwritings and Exempt Offerings
                 (other than Offerings of Municipal Securities)

                                                                    July 1, 1999

Ladies and Gentlemen:

        From time to time Salomon Smith Barney Inc. ("Salomon Smith Barney") may
invite you (and others) to participate on the terms set forth herein as an
underwriter or an initial purchaser, or in a similar capacity, in connection
with certain offerings of securities that are managed solely by us or with one
or more other co-managers. If we invite you to participate in a specific
offering and sale (an "Offering") to which this Master Agreement Among
Underwriters (the "Salomon Smith Barney Master AAU") shall apply, we will send
the information set forth below in Section 1.1 to you by one or more wires,
telexes, facsimile or electronic data transmissions or other written
communications (each a "Wire" and collectively, an "AAU"). Each Wire will
indicate that it is a Wire pursuant to the Salomon Smith Barney Master AAU. The
Wire inviting you to participate in an Offering is referred to herein as the
"Invitation Wire". You and we hereby agree that by the terms hereof the
provisions of this Salomon Smith Barney Master AAU automatically shall be
incorporated by reference in each AAU, except that any such AAU may also exclude
or revise any provision of this Salomon Smith Barney Master AAU or may contain
such additional provisions as may be specified in such AAU.

                                   I. GENERAL

        1.1. Terms of AAU; Certain Definitions; Construction. Each AAU shall
relate to an Offering and shall identify (i) the securities to be offered in the
Offering (the "Securities"), their principal terms, the issuer or issuers (each
an "Issuer") and any guarantor (each a "Guarantor") thereof and, if different
from the Issuer, the seller or sellers (each a "Seller") of the Securities, (ii)
the underwriting agreement, purchase agreement, standby underwriting agreement,
distribution agreement or similar agreement (as identified in such AAU and as
amended or supplemented, including a terms agreement or pricing agreement
pursuant to any of the foregoing, collectively, the "Underwriting Agreement")
providing for the purchase, on a several and not joint basis, of the Securities
by the several underwriters, initial purchasers or others acting in

a similar capacity on whose behalf the Manager (as defined below) executes the
Underwriting Agreement (including the Manager and the Co-Managers (as defined
below), the "Underwriters"), (iii) if applicable, that the Underwriting
Agreement includes an option (an "Over-allotment Option") to purchase Additional
Securities (as defined below) to cover over-allotments, if any, (iv) if
applicable, that the Offering is part of an offering that includes concurrent
offerings by two or more syndicates (an "International Offering"), each of which
will offer and sell Securities subject to such restrictions as shall be
specified in any Intersyndicate Agreement (as defined below) referred to in such
AAU, (v) the price at which the Securities are to be purchased by the several
Underwriters from any Issuer or Seller thereof (the "Purchase Price"), (vi) the
offering terms, including, if applicable, the price or prices at which the

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