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Exhibit
10.ii.e.
October 30, 2002
Amendment Agreement to
the Master Agency Agreement
Convertibility Enhanced
Note Issuance Program
This Amendment Agreement dated as of
October 30, 2002, between:
CARGILL FERTILIZANTES S.A., a Brazilian
corporation established at Avenida Morumbi, 8234, in the city of
Sao Paulo, State of Sao Paulo (hereinafter, the
“Issuer”), and
CARGILL FINANCIAL SERVICES
INTERNATIONAL, INC., established at 12700 Whitewater Drive,
Minnetonka, MN, USA 55343 (hereinafter, the
“Agent”),
WHEREAS, the Parties executed on August
08, 2002 a Master Agency Agreement (hereinafter simply referred to
as the “Master Agreement”) relative to a Convertibility
Enhanced Note Issuance Program, under which certain Notes up to the
total principal amount of USD 100,000,000 were issued by the Agent
on behalf of Issuer,
WHEREAS the Schedules A, B and C to the
Master Agency and the Notes initially provided for regular Interest
Periods of three months each, while in order to consolidate and
more easily manage maturities of several Interest Periods, the
Parties decided to establish that the Interest Periods shall always
mature on the first Business Day of each month in which there is an
Interest Period maturity, and consequently each Interest Period may
have different time length, in accordance with each relevant
register with the Central Bank of Brazil,
WHEREAS as a result of the decision
mentioned above, it is necessary to amend Schedules A, B and C to
the Master Agency and issue new Notes in replacement of existing
ones,
NOW, THEREFORE, the Parties have agreed
to amend the Master Agency as follows:
1. Schedules A, B and C of the Master
Agency are hereby amended to read as follows:
Page 1 of 8
2. Except for the amendments hereby, the
Parties expressly confirm and ratify all other dispositions of the
Master Agency, which remain in full force and effect.
3. This Amended Agreement shall be
governed by and construed in accordance with the laws of the State
of New York, United States of America.
IN WITNESS WHEREOF, the parties have
caused this Amendment Agreement to be executed by their respective
officers thereunto duly authorized, effective as of the date first
above written.
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| CARGILL FINANCIAL SERVICES INTERNATIONAL,
INC. |
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| By: |
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| CARGILL FERTILIZANTES S.A. |
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| By: |
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Page 2 of 8
“SCHEDULE
A
TERMS AND CONDITIONS OF
THE NOTES
Convertibility Enhanced
Note Issuance Program
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| ISSUER: |
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CARGILL
FERTILIZANTES S.A. |
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| Address: |
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Avenida
Morumbi, 8234, Sao Paulo, SP 04703-002 Brazil |
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| ISSUING,
PLACEMENT AND PAYING AGENT: |
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CARGILL
FINANCIAL SERVICES INTERNATIONAL, INC. |
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| Address: |
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12700 Whitewater Drive
Minnetonka, MN 55343
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| TYPE OF
OPERATION: |
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Convertibility Enhanced Notes linked on a contingent basis by
Export Receivables |
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| PRINCIPAL
AMOUNT: |
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Up to USD
100,000,000 (One Hundred Million United States Dollars) |
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| PURPOSE: |
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Working
capital |
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| INTEREST
RATE: |
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Interest
shall be payable on the outstanding Note Amount from time to time,
at the end of each Interest Period as defined in the relevant
register with the Central Bank of Brazil (“ROF”), or at
the exercise of a Call/Put Option, at a rate not higher than the
rate approved with the Central Bank of Brazil, at LIBOR + a spread
of up to 5% p.a. (five percent per annum). |
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| LIBOR: |
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the rate
quoted by the London market, at approximately 11:00 am. London time
(or as soon thereafter as practicable), on the date of |
Page 3 of 8
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issue of the Note, reported on the page designated as FPRX in
the Reuters system for the offering of United States Dollar
deposits having a term closest to the number of days in the
applicable Interest Period |
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| CALL/PUT
OPTION: |
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Issuer or Note Purchaser, through the Agent, may call or put,
as the case may be, all or any of the outstanding Notes, upon four
(4) days prior written notice to the Agent, at any time as of the
date of issuance of the Notes, for 100% (one hundred percent) of
the face value of the Notes plus all Interest accrued thereon. Upon
receipt of such notice the Agent shall notify the Issuer and/or the
Note Purchaser, as the case may be, within one (1) day of receipt
of same notice from the Issuer or Note Purchaser, of the call or
put, as the case may be. |
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| PRICE OF
ISSUE: |
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100% of face value |
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| ARRANGEMENT
FEE: |
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Up to US$ 15,000 (fifteen thousand dollars) per issuance,
irrespective of the issued amount, payable in United States
dollars |
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| GENERAL
EXPENSES: |
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All reasonably required expenses subject to a maximum amount of
US$50,000 (fifty thousand United States dollars). |
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| TENOR: |
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One hundred twenty (120) months subject to Call/Put Options
referred to above. |
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| TENTATIVE
DATE OF PLACEMENT: |
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Any time after August 08, 2002 |
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| FORM OF
PLACEMENT: |
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Private |
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| TERMS OF
PAYMENT: |
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Principal: |
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The
respective Principal amount of the Note payable on the respective
maturity date or on the date of exercise of a Call/Put
option. |
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Interest: |
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At the
end of every Interest Period as defined on each respective Note,
and at final maturity or upon exercise of the Call/Put option, on
the total principal amount outstanding. |
Page 4 of 8
CONTINGENT PAYMENT: Under this
Convertibility Enhanced Note Issuance Program, the Notes will be
issued with the support of a Convertibility Support and Escrow
Agreement. Upon the occurrence of a default in payment by
th
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