Exhibit 1.02
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 Charter Xxxxxx X. X.,
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.
3. The gross sales credit of 71% referenced in clauses (e) and
(f) of Section 5 of the Selling Agreement are hereby changed to 74%.
IN WITNESS WHEREOF, this Amendment No. 1 to the Selling
Agreement has been executed on the 26th day of February, 2003.
Accepted and Agreed: XXXXXX XXXXXXX CHARTER XXXXXX X.X.
XXXXXX XXXXXXX XX INC. By:Demeter Management Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx By:/s/ Xxxxxxx X. Xxxxxxx
------------------------- ---------------------------------
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Executive Director President
XXXXXX XXXXXXX CHARTER MILLBURN L.P.
By:Demeter Management Corporation,
General Partner
By:/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
President
XXXXXX XXXXXXX CHARTER XXXXXX X.X.
By:Demeter Management Corporation,
General Partner
By:/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
President
XXXXXX XXXXXXX CHARTER MSFCM L.P.
By:Demeter Management Corporation,
General Partner
By:/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
President
XXXXXX XXXXXXX CHARTER XXXXXXXX X.X.
By:Demeter Management Corporation,
General Partner
By:/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
President
DEMETER MANAGEMENT CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
President
