Exhibit 2.4
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FIRST SUPPLEMENTAL FISCAL AGENCY AGREEMENT
among
COMPANHIA ENERGETICA DE MINAS GERAIS--CEMIG
Issuer
and
THE CHASE MANHATTAN BANK
Fiscal Agent, Registrar, Paying Agent and Transfer Agent
and
CHASE TRUST BANK
Principal Paying Agent
and
CHASE MANHATTAN BANK LUXEMBOURG S.A.
Paying Agent and Transfer Agent
Dated as of October 11, 2001
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9.125% Notes Due 2004
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FIRST SUPPLEMENTAL FISCAL AGENCY AGREEMENT, dated as of October 11, 2001
(the "First Supplemental Fiscal Agency Agreement"), to a Fiscal Agency
Agreement, dated as of November 18, 1996 (the "Fiscal Agency Agreement"),
among Companhia Energetica de Minas Gerais--CEMIG (the "Issuer"), a sociedade
de economia mista (mixed capital company) organized under the laws of the
Federative Republic of Brazil, The Chase Manhattan Bank, a New York banking
corporation organized under the laws of the State of New York, as fiscal agent
(the "Fiscal Agent"), registrar, paying agent and transfer agent, Chase Trust
Bank, a banking corporation organized under the laws of Japan, as principal
paying agent and transfer agent, and Chase Manhattan Bank Luxembourg S.A., a
societe anonyme organized under the laws of Grand Duchy of Luxembourg, as
paying agent and transfer agent.
RECITALS
WHEREAS, the Issuer has authorized the offer and sale of U.S.$150,000,000
aggregate principal amount of 9.125% Notes due 2004 of the Issuer (the
"Securities") in accordance with the Fiscal Agency Agreement;
WHEREAS, the Issuer and the Fiscal Agent are parties to the Fiscal Agency
Agreement;
WHEREAS, the Issuer and the Fiscal Agent have agreed to amend the Fiscal
Agency Agreement as hereinafter provided (as so amended, the "Fiscal Agency
Agreement") in order to allow, on presentation and surrender of Securities,
for such Securities to be purchased from the holder thereof at the applicable
redemption price, together with interest, if any, to the date fixed for
redemption;
WHEREAS, all conditions and requirements of the Fiscal Agency Agreement
necessary to make this First Supplemental Fiscal Agency Agreement a valid,
binding and legal instrument in accordance with its terms have been performed
and fulfilled by the parties hereto and the execution and delivery thereof
have been in all respects duly authorized by the parties hereto;
NOW THEREFORE:
For and in consideration of the mutual premises and agreements herein
contained, the Issuer and the Fiscal Agent covenant and agree that the Fiscal
Agency Agreement is supplemented and amended, to the extent and for the
purposes expressed herein, as follows:
I. AMENDMENT TO THE FISCAL AGENCY AGREEMENT
The first paragraph of subsection (f) of Section 7 of the Fiscal Agency
Agreement is hereby amended and restated in its entirety as follows:
"(g)If notice of redemption has been lodged with the Fiscal Agent by a
holder as provided in Paragraph 6(b) of the Securities and received by
the Fiscal Agent not less than 30 nor more than 60 calendar days prior
to the redemption date, the Securities specified in such notice shall
become due and payable on the date specified in the Securities at the
applicable redemption price, together with accrued interest, if any,
to the date fixed for redemption and Additional Amounts, if any (the
"Redemption Price"). On presentation and surrender of such Securities
on the date and at the place or places of payment specified in the
Issuer's notice pursuant to subsection (d) above, the Company, at its
sole option, may either (A) pay and redeem such Securities or (B)
purchase such Securities or cause such Securities to be purchased from
the surrendering holders thereof without redeeming or cancelling such
Securities, in each case at the Redemption Price. On and after such
date, interest on such Securities shall cease to accrue to such
surrendering holders and no payment shall be made to such surrendering
holders in respect thereof. References to the redemption of Securities
contained in this Section 7 and in the Securities are deemed to be
references to either the redemption or purchase of Securities as
described in this paragraph."
II. MISCELLANEOUS
A. Incorporation of the Fiscal Agency Agreement. All of the provisions of
this First Supplemental Fiscal Agency Agreement shall be deemed to be
incorporated in, and made a part of, the Fiscal Agency Agreement; and
the Fiscal Agency Agreement, as supplemented and amended by this First
Supplemental Fiscal Agency Agreement, shall be read, taken and
construed as one and the same instrument.
B. Headings. The headings of the paragraphs and subparagraphs of this
First Supplemental Fiscal Agency Agreement are inserted for
convenience of reference and shall not be deemed to be a part hereof.
C. Counterparts. This First Supplemental Fiscal Agency Agreement may be
executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
D. Successors. All covenants and agreements in this First Supplemental
Fiscal Agency Agreement of the Issuer and the Fiscal Agent shall bind
their respective successors.
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E. Separability Clause. In case any provision in this First Supplemental
Fiscal Agency Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
F. Benefits of First Supplemental Fiscal Agency Agreement. Nothing in
this First Supplemental Fiscal Agency Agreement, express or implied,
shall give to any person, other than the parties hereto and their
successors hereunder and the holders, any benefit or any legal or
equitable right, remedy or claim under this First Supplemental Fiscal
Agency Agreement.
G. Terms Defined. Except to the extent that a term is ascribed a specific
meaning herein, all terms defined in the Fiscal Agency Agreement have
the same meanings herein as defined therein.
H. Governing Law. This First Supplemental Fiscal Agency Agreement shall
be governed by, and construed in accordance with, the laws of the
State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Fiscal Agency Agreement to be duly executed as of October 11,
2001.
COMPANHIA ENERGETICA DE MINAS
GERAIS--CEMIG
As Issuer
By: /s/ Xxxxxx Xxxxxx xx Xxxxxx
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Name: Xxxxxx Xxxxxx xx Xxxxxx
Title: Chief Executive Officer
By: /s/ Xxxxxxxxx Xxxxxx xx Xxxxxx
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Name: Xxxxxxxxx Xxxxxx xx Xxxxxx
Title: Chief Financial Officer
THE CHASE MANHATTAN BANK
As Fiscal Agent, Registrar, Paying Agent and
Transfer Agent
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Assistant Treasurer
CHASE TRUST BANK
As Principal Paying Agent
By: /s/ Xxxxxxx Xxxxx
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Title: Assistant Treasurer
CHASE MANHATTAN BANK LUXEMBOURG S.A.
As Paying Agent and Transfer Agent
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Assistant Treasurer
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