Exhibit 1.02
FORM OF AMENDMENT NO. 1 TO
XXXXXX XXXXXXX CHARTER SERIES
AMENDED AND RESTATED SELLING AGREEMENT
The Amended and Restated Selling Agreement, dated as of July 29,
2002 (the "Selling Agreement"), among Xxxxxx Xxxxxxx Charter Xxxxxx X.X.,
Xxxxxx Xxxxxxx Charter Millburn L.P., Xxxxxx Xxxxxxx Xxxxxx L. P., Xxxxxx
Xxxxxxx Charter MSFCM L.P. and Xxxxxx Xxxxxxx Charter Xxxxxxxx X.X.
(collectively the "Partnerships"), Demeter Management Corporation, and Xxxxxx
Xxxxxxx XX Inc. ("Xxxxxx Xxxxxxx XX") is hereby amended as set forth below.
All provisions contained in the Selling Agreement remain in full force and
effect and are modified only to the extent necessary to provide for the
amendments set forth below. Terms used herein and not defined herein have
the meaning given to such terms in the Selling Agreement.
1. The Partnerships plan to offer, sell, and issue an additional
9,000,000 Units of Charter Xxxxxx, 10,000,000 Units of Charter Millburn,
7,500,000 Units of Charter MSFCM and 18,000,000 Units of Charter Xxxxxxxx to
the public pursuant to the Registration Statements on Form S-1 and a combined
Prospectus constituting a part of the Registration Statements. Xxxxxx Xxxxxxx XX
agrees to act as the Partnerships' exclusive selling agent to offer and sell the
additional Units on a best efforts basis in accordance with and subject to the
terms and conditions set forth in the Selling Agreement. In such connection, all
references in the Selling Agreement to the "Registration Statement,"
"Prospectus," or "Units" shall be deemed from the date hereof to include the
Registration Statements, Prospectus and Units issued in connection with the
above-referenced registration of additional Units. All representations,
warranties, and covenants contained in the Selling Agreement shall be deemed to
be repeated on the date hereof.
2. Effective December 31, 2002, the General Partner terminated the
offering of Units of Charter Xxxxxx. In such connection, all references in the
Selling Agreement to "Partnerships" or "Partnership" from the date hereof shall
be deemed to mean Charter Xxxxxx, Charter Millburn, Charter MSFCM and Charter
Xxxxxxxx, as the case may be.
IN WITNESS WHEREOF, this Amendment No. 1 to the Selling Agreement
has been executed on the th day of February, 2003.
Accepted and Agreed: XXXXXX XXXXXXX CHARTER XXXXXX X.X.
XXXXXX XXXXXXX XX INC. By: Demeter Management Corporation,
General Partner
By: By:
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Executive Vice President President
XXXXXX XXXXXXX CHARTER MILLBURN L.P.
By: Demeter Management Corporation,
General Partner
By:
Xxxxxxx X. Xxxxxxx
President
XXXXXX XXXXXXX CHARTER XXXXXX X.X.
By: Demeter Management Corporation,
General Partner
By:
Xxxxxxx X. Xxxxxxx
President
XXXXXX XXXXXXX CHARTER MSFCM L.P.
By: Demeter Management Corporation,
General Partner
By:
Xxxxxxx X. Xxxxxxx
President
XXXXXX XXXXXXX CHARTER XXXXXXXX X.X.
By: Demeter Management Corporation,
General Partner
By:
Xxxxxxx X. Xxxxxxx
President
DEMETER MANAGEMENT CORPORATION
By:
Xxxxxxx X. Xxxxxxx
President
