Exhibit 1.01(b)
FORM OF AMENDMENT NO. 2 TO
XXXXXX XXXXXXX CHARTER SERIES
AMENDED AND RESTATED SELLING AGREEMENT
The Amended and Restated Selling Agreement, dated as of July
29, 2002, as amended by Amendment No. 1 to the Selling Agreement, dated February
26, 2003 (the "Selling Agreement"), among Xxxxxx Xxxxxxx Charter Xxxxxx
("Xxxxxx"), Xxxxxx Xxxxxxx Charter Millburn L.P. ("Millburn"), Xxxxxx Xxxxxxx
Charter MSFCM L.P. ("MSFCM"), and Xxxxxx Xxxxxxx Charter Xxxxxxxx X.X.
("Xxxxxxxx") (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 and not otherwise defined herein have the
meaning ascribed to such term in the Selling Agreement.
1. Xxxxxx plans to offer, sell and issue to the public an
additional 30,000,000 Units, Millburn plans to offer, sell and issue to the
public an additional 2,000,000 Units, MSFCM plans to offer, sell and issue to
the public an additional 18,000,000 Units, and Xxxxxxxx plans to offer, sell and
issue to the public an additional 34,000,000 Units pursuant to Registration
Statements on Form S-1 (Sec File Nos.: 333-o, 333-o, 333-o, and 333-o,
respectively). 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 registrations of additional Units. All
representations, warranties, and covenants contained in the Selling Agreement
shall be deemed to be repeated on the date hereof.
IN WITNESS WHEREOF, this Amendment No. 2 to the Selling
Agreement has been executed on the o day of March, 2004.
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 Director President
XXXXXX XXXXXXX CHARTER MILLBURN L.P.
By: Demeter Management Corporation, General
Partner
By:
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Xxxxxxx X. Xxxxxxx
President
XXXXXX XXXXXXX CHARTER MSFCM L.P.
By: Demeter Management Corporation, General
Partner
By:
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Xxxxxxx X. Xxxxxxx
President
XXXXXX XXXXXXX CHARTER XXXXXXXX X.X.
By: Demeter Management Corporation, General
Partner
By:
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Xxxxxxx X. Xxxxxxx
President
DEMETER MANAGEMENT CORPORATION
By:
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Xxxxxxx X. Xxxxxxx
President
