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
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Page 3 of 8
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,
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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.
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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 the Issuer of a Note
, whether at the Note’s original
Maturity or at an accelerated maturity as a result of the exercise
of a Call/Put Option, as a result of a Convertibility Event where a
“Convertibility Event” shall mean the failure of any
Governmental Authority of Brazil, as defined in the Convertibility
Support and Escrow Agreement, to approve or permit the exchange of
Reais for U.S. Dollars to repay the Convertibility Enhanced Notes
(including, without limitation, the inability to repay the
Convertibility Enhanced Notes due to the promulgation, operation or
enforcement by any relevant Brazilian Governmental Authority of any
law, act, decree, regulation, ordinance, order, policy or
determination or modification of, or change in the interpretation
of any the foregoing, an effect of which (i) restricts the exchange
of Reais for
