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Subscribers | 2002 |
Agreement and Plan of Merger
Agreement and Plan of Merger (114K)
Doc #1582498: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
among
ARCHER-DANIELS-MIDLAND COMPANY,
ADM MILLING CO.,
ADM ACQUISITION LLC,
and
MINNESOTA CORN PROCESSORS, LLC
dated as of
July 11, 2002
TABLE OF CONTENTS
Page
ARTICLE I — THE MERGER
1
SECTION 1.1
The Merger
1
. . .
1582498
|
Corn Products
As referenced in this Agreement and Plan of Merger:
Corn
Products International, Inc – Sweeteners LLC, a Delaware limited liability
company (“CPMCP”), pursuant to the Corn
Products MCP Sweeteners LLC Limited Liability Company Agreement,
dated December 1, 2000, between the Company and Corn
Products International, Inc ., or the announcement thereof;
(iv) the failure to obtain any applicable
regulatory or third-party consents that may be required in
connection with this Agreement or the transaction contemplated
_____________
dt 1678791
;
|
 ING Financial
As referenced in this Agreement and Plan of Merger:
ING Financial Markets LLC – b) to the knowledge of the Company, no
governmental authority has indicated an intention to conduct any
such investigation or review.
SECTION 3.14 No
Brokers or Finders. Except for ING Financial Markets LLC
(“ING”) and Morgan Lewins & Co. Inc.
(formerly known as Morgan Lewis Githens & Ahn, Inc.)
(“Morgan Lewins”), the Company has not engaged
any investment
_____________
dt 1678532
|
| Preview
Subscribers | 2006 |
Bylaws
Bylaws (27K)
Doc #876175: Click preview link for longer preview.
BY-LAWS
OF
CORN PRODUCTS INTERNATIONAL, INC.
(January 25, 2006)
ARTICLE I
Offices
SECTION 1. The registered office of the Corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of the registered agent of the Corporation in said State is The Corporation Trust Company. The Corporation may also have an office or offices other than said registered office at such place or places either within or without the State of Delaware as the Board of Directors may from time to time designate or as . . .
876175
|
Corn Products
As referenced in this Bylaws:
CORN PRODUCTS INTERNATIONAL, INC – exv3w1
EX-3.1 2 c02138exv3w1.htm BYLAWS
BY-LAWS
OF
CORN PRODUCTS INTERNATIONAL, INC .
(January 25, 2006)
ARTICLE I
Offices
SECTION 1. The registered office of the Corporation in the State of Delaware shall be in the City of Wilmington, County of New
_____________
dt 1505200
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Subscribers | 2006 |
Executive Severance Agreement
Executive Severance Agreement (44K)
Doc #1742507: Click preview link for longer preview.
Corn Products International
Executive Severance Agreement
Agreement, made this ___ day of , 2006, by and between Corn Products International, Inc., a Delaware corporation (the �Company�), and (the �Executive�).
WHEREAS, the Executive is a . . .
1742507
|
Corn Products
As referenced in this Executive Severance Agreement:
Corn Products International, Inc – EX-10.2 3 c05603exv10w2.htm FORM OF EXECUTIVE SEVERANCE AGREEMENT
Exhibit 10.2
Corn Products International
Executive Severance Agreement
Agreement, made this ___ day of , 2006, by and between Corn Products International, Inc ., a Delaware corporation (the Company), and (the Executive).
WHEREAS, the Executive is a key employee of the Company or a subsidiary of the Company as defined in Section 1.
_____________
Corn Products International, Inc – combined voting power of all classes of stock.
(c)
Upon a Change in Control, any restricted stock, stock options or other equity awards granted to the Executive pursuant to the Corn Products International, Inc . Stock Incentive Plan (the Incentive Plan) that are not vested shall vest on the date of Change in Control
3
in accordance with the terms of such plans and
_____________
Corn Products International, Inc – to have been duly given when delivered by hand or mailed by United States registered mail, return receipt requested, addressed as follows:
If to the Executive:
If to the Company:
Corn Products International, Inc .
5 Westbrook Corporate Center
Westchester, IL 60154
Attention: Vice President Human Resources
or to such other address as either party may have furnished to the other in writing in
_____________
Corn Products International, Inc – rate in effect as of the first business day of each calendar quarter.
* * * * *
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.
Corn Products International, Inc .
By:
Executive
By:
Company Representative Position
15
_____________
dt 1505206
| |
| Preview
Subscribers | 2007 |
Fourth Supplemental Indenture
Fourth Supplemental Indenture (23K)
Doc #2796058: Click preview link for longer preview.
FOURTH SUPPLEMENTAL INDENTURE
This FOURTH SUPPLEMENTAL INDENTURE, dated as of April 10, 2007 (this �Supplemental Indenture�), is entered into by and between Corn Products International, Inc., a corporation incorporated under the laws of the State of Delaware (the �Company�), and The Bank of New York Trust Company, N.A., as trustee (the �Trustee�).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee (as successor trustee to The Bank of New York) are parties to an Indenture, dated as of August 18, 1999 (the . . .
2796058
|
Corn Products
As referenced in this Fourth Supplemental Indenture:
Corn Products International, Inc – c14063exv4w4.htm FOURTH SUPPLEMENTAL INDENTURE
EXHIBIT 4.4
FOURTH SUPPLEMENTAL INDENTURE
This FOURTH SUPPLEMENTAL INDENTURE, dated as of April 10, 2007 (this ?Supplemental Indenture?), is entered into by and between Corn Products International, Inc ., a corporation incorporated under the laws of the State of Delaware (the ?Company?), and The Bank of New York Trust Company, N.A., as trustee (the ?Trustee?).
W I
_____________
CORN PRODUCTS INTERNATIONAL, INC – the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
8
IN WITNESS WHEREOF, CORN PRODUCTS INTERNATIONAL, INC . AND THE BANK OF NEW YORK TRUST COMPANY, N.A. have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.
_____________
CORN PRODUCTS INTERNATIONAL, INC – INC. AND THE BANK OF NEW YORK TRUST COMPANY, N.A. have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.
CORN PRODUCTS INTERNATIONAL, INC .
By:
/s/ Cheryl K. Beebe
Name:
Cheryl K. Beebe
Title:
Vice President and Chief Financial Officer
By:
/s/ Kimberly A. Hunter
Name:
Kimberly A. Hunter
Title:
Corporate Treasurer
THE
_____________
dt 1772047
;
BNY
As referenced in this Fourth Supplemental Indenture:
Bank of New York – 10, 2007 (this ?Supplemental Indenture?), is entered into by and between Corn Products International, Inc., a corporation incorporated under the laws of the State of Delaware (the ?Company?), and The Bank of New York Trust Company, N.A., as trustee (the ?Trustee?).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee (as successor trustee to The Bank
_____________
Bank of New York) – York Trust Company, N.A., as trustee (the ?Trustee?).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee (as successor trustee to The Bank of New York) are parties to an Indenture, dated as of August 18, 1999 (the ?Indenture?), relating to the issuance from time to time by the Company of its Securities on terms
_____________
BANK OF NEW YORK – the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
8
IN WITNESS WHEREOF, CORN PRODUCTS INTERNATIONAL, INC. AND THE BANK OF NEW YORK TRUST COMPANY, N.A. have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.
CORN PRODUCTS INTERNATIONAL, INC.
By:
/s/ Cheryl
_____________
BANK OF NEW YORK – INC.
By:
/s/ Cheryl K. Beebe
Name:
Cheryl K. Beebe
Title:
Vice President and Chief Financial Officer
By:
/s/ Kimberly A. Hunter
Name:
Kimberly A. Hunter
Title:
Corporate Treasurer
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:
/s/ M. Callahan
Name:
M. Callahan
Title:
Vice President
_____________
dt 1727563
;
|
Citigroup Global
As referenced in this Fourth Supplemental Indenture:
Citigroup Global Markets Inc – the Exchange Act, selected by the Company as a replacement agency for Fitch, Moodys or S&P, as the case may be.
Reference Treasury Dealer means (i) each of Citigroup Global Markets Inc . and Morgan Stanley & Co. Incorporated (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease
_____________
Citigroup Global Markets Inc – to be paid to the Company for the sale of the Notes pursuant to the terms of the Underwriting Agreement, dated as of April 4, 2007, between the Company and Citigroup Global Markets Inc . and Morgan Stanley & Co. Incorporated., as Representatives of the several Underwriters named in Schedule 1 thereto, shall be 98.543% of the principal amount of the Notes and
_____________
dt 1711356
|
| Preview
Subscribers | 2001 |
Limited Liability Company Agreement
Limited Liability Company Agreement (266K)
Doc #1582511: Click preview link for longer preview.
CORNPRODUCTSMCP SWEETENERS LLC
LIMITED LIABILITY COMPANY AGREEMENT
DATED AS OF DECEMBER 1, 2000
<PAGE>
TABLE OF CONTENTS
PAGE
----
ARTICLE I GENERAL DEFINITIONS.................................................2
1.1. Definitions.........................................................2
1.2. Interpretation........ . . .
1582511
|
Corn Products
As referenced in this Limited Liability Company Agreement:
Corn Products International, Inc – AGREEMENT
iv
CORNPRODUCTSMCP SWEETENERS LLC
LIMITED LIABILITY COMPANY AGREEMENT
A DELAWARE LIMITED LIABILITY COMPANY
THIS AGREEMENT is made and entered into as of December 1, 2000
by and among Corn Products International, Inc ., a Delaware corporation ("Corn
Products"), Minnesota Corn Processors, LLC, a Colorado limited liability company
("MCP") (Corn Products and MCP being herein referred to individually as a
"Member" and collectively
_____________
CORN PRODUCTS
INTERNATIONAL, INC – the parties hereto have executed this Agreement on
the dates set below their names, to be effective on the date first above
written.
CORNPRODUCTSMCP SWEETENERS LLC
By:
----------------------------
Its:
----------------------------
Dated:
----------------------------
MEMBERS:
CORN PRODUCTS
INTERNATIONAL, INC . MINNESOTA CORN PROCESSORS, LLC
By: By:
---------------------------- ----------------------------
Its: Its:
---------------------------- ----------------------------
Dated: Dated:
---------------------------- ----------------------------
45
SCHEDULE I
MEMBER INTERESTS
MEMBERS AND CAPITAL CONTRIBUTIONS
CAPITAL VOTING
MEMBER CONTRIBUTION INTEREST
NAME: CORN PRODUCTS INTERNATIONAL,
_____________
CORN PRODUCTS INTERNATIONAL, INC – CORN PRODUCTS
INTERNATIONAL, INC. MINNESOTA CORN PROCESSORS, LLC
By: By:
---------------------------- ----------------------------
Its: Its:
---------------------------- ----------------------------
Dated: Dated:
---------------------------- ----------------------------
45
SCHEDULE I
MEMBER INTERESTS
MEMBERS AND CAPITAL CONTRIBUTIONS
CAPITAL VOTING
MEMBER CONTRIBUTION INTEREST
NAME: CORN PRODUCTS INTERNATIONAL, INC .
ADDRESS: 6500 SOUTH ARCHER AVENUE
BEDFORD PARK, IL 60501-1933 $500,000 50%
NAME: MINNESOTA CORN PROCESSORS, LLC
ADDRESS: 901 NORTH HIGHWAY 59
MARSHALL, MN 56528-2744 $500,000
_____________
Corn Products
International, Inc – MINNESOTA CORN PROCESSORS, LLC
ADDRESS: 901 NORTH HIGHWAY 59
MARSHALL, MN 56528-2744 $500,000 50%
SCHEDULE II
ANCILLARY AGREEMENTS
1. Supply Agreement by and among CornProductsMCP Sweeteners LLC, Corn Products
International, Inc . and Minnesota Corn Processors, LLC.
2. Trademark License Agreement by and between Corn Products International,
Inc. and CornProductsMCP Sweeteners LLC.
3. Trademark License Agreement by and between Minnesota Corn
_____________
Corn Products International,
Inc – PAGE>
SCHEDULE II
ANCILLARY AGREEMENTS
1. Supply Agreement by and among CornProductsMCP Sweeteners LLC, Corn Products
International, Inc. and Minnesota Corn Processors, LLC.
2. Trademark License Agreement by and between Corn Products International,
Inc . and CornProductsMCP Sweeteners LLC.
3. Trademark License Agreement by and between Minnesota Corn Processors, LLC
and CornProductsMCP Sweeteners LLC.
4. Employee/Services Leasing Agreement by and between Corn Products
_____________
dt 1678792
;
| |
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Subscribers | 2002 |
Enzyme Supply Agreement
Enzyme Supply Agreement (31K)
Doc #307410: Click preview link for longer preview.
ENZYME SUPPLY AGREEMENT
-----------------------
This Agreement is made this 5th day of February, 2002 (the "Effective
Date"), by and between CORN PRODUCTS INTERNATIONAL, INC., a corporation
organized under the laws of Delaware, with its principal office at 6500 South
Archer Avenue, Bedford Park, Illinois 60501-1933 ("Buyer") and GENENCOR
INTERNATIONAL, INC., a corporation organized under the laws of Delaware, with a
principal office at 200 Meridian Centre Blvd., Rochester, New York 14618
("Supplier") (each a "Party", and collectively, the "Parties").
WHEREAS, as of the Effective Date above, Supplier acquired all of the
capital stock of Buyer's former subsidiary, Enzyme Bio-Systems Ltd. ("EB"), and
for purposes of this Agreement, Supplier shall be deemed to include EB;
WHEREAS, Supplier, through its own operations and the operations of EB,
is the manufacturer and distributor of the enzyme products identified on
Exhibits A and B hereto ("Products");
WHEREAS, Supplier wishes to sell Products to Buyer, and Buyer wishes to
purchase Products from Supplier, subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Parties hereby agree
as follows:
1. THE PRODUCTS.
A. Beginning on the Effective Date, Supplier shall sell to Buyer the
Products identified in Exhibit A hereto, which is incorporated herein by
reference. Buyer shall additionally have the right, in its sole discretion, to
purchase from Supplier those products set forth in Exhibit B. Exhibits A and B
may be modified from time to time upon mutual agreement,
{PAGE}
* CONFIDENTIAL TREATMENT REQUESTED
-2-
in writing, between the Parties. Exhibits A and B may include products
manufactured by Supplier through operations other than EB. Subject to the
provisions of Section 3, Supplier shall assist Buyer in [...***...] if Buyer
deems such [...***...] beneficial.
B. Supplier shall provide a continuous supply of Products hereunder to
the following Buyer's facilities (the "Facilities" and each, a "Facility") in
the United States, Canada or Mexico (the "Territory"):
[...***...]
During the Term hereof, Buyer shall purchase from Supplier Products in an amount
equivalent to at least [...***...] percent ([...***...]%) (the "Volume") of
Buyer's actual annual requirements of enzymes at the Facilities, including any
expansions or additions to the Facilities, irrespective of source ("Actual
Annual Requirements"), as measured in [...***...] as of the date of purchase.
Purchases or transfers of Products from Supplier and through distributors shall
be included in the Volume. Purchases of Products by Buyer from EB in the
calendar year 2002 prior to the Effective Date hereof shall be included in
determining whether Buyer has met Buyer's Volume for the first year of this
Agreement. The Volume shall be calculated [...***...].
Supplier will comply with all EB agreements with distributors that are
applicable to the supply of Products to Buyer in existence on the Effective
Date, which by their terms extend after the Effective Date, notwithstanding a
change of control. Nothing in this Agreement is intended to or shall be deemed
an intent of EB, Supplier, or Buyer to cause or encourage a breach of any third
party agreement.
[...***...] Buyer and Supplier shall mutually evaluate whether any such facility
shall be added to the list of Facilities.
In each contract year, the Volume may vary by +/- [...***...] percent
([...***...]%) of the Actual Annual Requirements, provided that to the extent
the variance results in a volume less than [...***...] percent ([...***...]%) of
Buyer's Actual Annual Requirements in any given
{PAGE}
* CONFIDENTIAL TREATMENT REQUESTED
-3-
year, as measured in U.S. dollars (a "Negative Variance"), Buyer must purchase,
in addition to the Volume [...***...] percent, an amount equal to the Negative
Variance within the next year of this Agreement. The above notwithstanding, in
no event shall the Negative Variance result in an annual volume lower than
[...***...] percent ([...***...]%) of the Actual Annual Requirements. If a
Negative Variance exists upon conclusion of the final year of this Agreement,
Buyer shall have [...***...] within which to purchase an amount equal to that
Negative Variance, subject to the pricing and other terms set forth herein.
[...***...]
The Volume may be satisfied by purchases of Product from all or any combination
of Buyer's Facilities in the Territory, or by the purchase by Buyer's Facilities
in the Territory of other enzyme products from Supplier, including but not
limited to those set forth on Exhibit B.
Each Facility wishing to purchase Product under this Agreement will issue its
own purchase order, documentation or other arrangement for purchase, invoicing
and payment; provided, however, all such purchases and sales shall be governed
solely by the terms of this Agreement. Any pre-printed terms and conditions, or
terms or conditions contrary to or different from the provisions set forth
herein, shall be of no effect, unless otherwise agreed between the parties in
writing.
C. In the event any Facility is sold to an unrelated third party as a
distinct asset and, not (i) in connection with a sale of an ongoing business
with enzyme requirements, or (ii) as one of the assets included within a stock
or equity transaction, such Facility shall be removed from the list of
Facilities. In any other instance where ownership of a Facility is transferred,
including without limitation, by operation of law, and the successor owner
entity has enzyme requirements at the Facility, Buyer shall, at Supplier's
request, cooperate in good faith in Supplier's reasonable efforts to maintain
the enzyme requirements and purchase obligations of the Facility under this
Agreement; however, nothing herein shall obligate Buyer or the successor owner
entity, to continue enzyme purchases for the Facility after ownership transfer.
Upon removal of a Facility from the List of Facilities, the Actual Annual
307410
|
Corn Products
As referenced in this Enzyme Supply Agreement:
CORN PRODUCTS INTERNATIONAL, INC – TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.1
ENZYME SUPPLY AGREEMENT
-----------------------
This Agreement is made this 5th day of February, 2002 (the "Effective
Date"), by and between CORN PRODUCTS INTERNATIONAL, INC ., a corporation
organized under the laws of Delaware, with its principal office at 6500 South
Archer Avenue, Bedford Park, Illinois 60501-1933 ("Buyer") and GENENCOR
INTERNATIONAL, INC., a corporation
_____________
CORN PRODUCTS INTERNATIONAL, INC – to enable the Parties to enter into this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
SUPPLIER: BUYER:
GENENCOR INTERNATIONAL, INC. CORN PRODUCTS INTERNATIONAL, INC .
By: /s/ Carole B. Cobb By: /s/ Cheryl K. Beebe
------------------------------- -------------------------------
Title: Senior VP, Global Supply Title: VP and Treasurer
------------------------------ -----------------------------
Date: February 5, 2002 Date: February 5, 2002
------------------------------- ------------------------------
{PAGE}
* CONFIDENTIAL
_____________
dt 1505199
;
Genencor Int'l
As referenced in this Enzyme Supply Agreement:
GENENCOR
INTERNATIONAL, – corporation
organized under the laws of Delaware, with its principal office at 6500 South
Archer Avenue, Bedford Park, Illinois 60501-1933 ("Buyer") and GENENCOR
INTERNATIONAL, INC., a corporation organized under the laws of Delaware, with a
principal office at 200 Meridian Centre Blvd., Rochester, New York 14618
("
_____________
GENENCOR INTERNATIONAL, – to enter into this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
SUPPLIER: BUYER:
GENENCOR INTERNATIONAL, INC. CORN PRODUCTS INTERNATIONAL, INC.
By: /s/ Carole B. Cobb By: /s/ Cheryl K. Beebe
------------------------------- -------------------------------
Title: Senior VP, Global Supply Title: VP
_____________
dt 283428
;
| Enzyme Bio-Systems Ltd.
|
| Preview
Subscribers | 2006 |
Revolving Credit Agreement
Revolving Credit Agreement (393K)
Doc #1742509: Click preview link for longer preview.
REVOLVING CREDIT AGREEMENT
dated as of April 26, 2006
among
CORN PRODUCTS INTERNATIONAL, INC.,
as U.S. Borrower,
CANADA STARCH OPERATING COMPANY INC.,
as Canadian Borrower,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
SUNTRUST BANK,
as Administrative Agent, U.S. Issuing Bank and U.S. Swing Line Lender,
BANK OF MONTREAL,
as Canadian Funding Agent, Canadian Issuing Bank and Canadian Swing Line Lender,
HARRIS N.A., as Syndication Agent
and
CO�PERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.,
�RABOBANK INTERNATIONAL� NEW YORK BRANCH, ING CAPITAL LLC, and
AGFIRST FARM CREDIT BANK, . . .
1742509
|
Corn Products
As referenced in this Revolving Credit Agreement:
CORN PRODUCTS INTERNATIONAL, INC – exv10
EX-10 2 c05059exv10.htm CREDIT AGREEMENT
Exhibit 10
Execution Copy
REVOLVING CREDIT AGREEMENT
dated as of April 26, 2006
among
CORN PRODUCTS INTERNATIONAL, INC .,
as U.S. Borrower,
CANADA STARCH OPERATING COMPANY INC.,
as Canadian Borrower,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
SUNTRUST BANK,
as Administrative Agent, U.S. Issuing Bank
_____________
CORN PRODUCTS INTERNATIONAL, INC – K
-
Form of Canadian Swing Line Note
iv
REVOLVING CREDIT AGREEMENT
THIS REVOLVING CREDIT AGREEMENT (this Agreement) is made and entered into as of April 26, 2006, by and among CORN PRODUCTS INTERNATIONAL, INC ., a Delaware corporation (the U.S. Borrower), CANADA STARCH OPERATING COMPANY INC., a company constituted under the federal laws of Canada (the Canadian Borrower; together with the U.S.
_____________
Corn Products International, Inc – be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
To the Borrowers:
c/o Corn Products International, Inc .
5 Westbrook Corporate Center
Westchester, IL 60154
Attention: Treasurer
Telecopy Number: (708) 551-2630
With a copy to:
c/o Corn Products International, Inc.
5 Westbrook Corporate Center
Westchester,
_____________
Corn Products International, Inc – follows:
To the Borrowers:
c/o Corn Products International, Inc.
5 Westbrook Corporate Center
Westchester, IL 60154
Attention: Treasurer
Telecopy Number: (708) 551-2630
With a copy to:
c/o Corn Products International, Inc .
5 Westbrook Corporate Center
Westchester, IL 60154
Attention: Mary Ann Hynes
Telecopy Number: (708) 551-2630
To the Administrative Agent
or U.S. Swing Line Lender:
SunTrust Bank
303
_____________
CORN PRODUCTS INTERNATIONAL, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
CORN PRODUCTS INTERNATIONAL, INC .,
as U.S. Borrower
By:
/s/ Cheryl K. Beebe
Name:
Cheryl K. Beebe
Title:
Vice President and Chief Financial Officer
By:
/s/Kimberly A. Hunter
Name:
Kimberly A. Hunter
_____________
dt 1622073
;
McGraw-Hill Companies
As referenced in this Revolving Credit Agreement:
McGraw-Hill Companies, Inc – executed or as it may be from time to time supplemented, modified, amended, renewed or extended.
S&P shall mean Standard & Poors Ratings Group, a division of The McGraw-Hill Companies, Inc .
Single Employer Plan shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of the U.S. Borrower
_____________
dt 1623959
;
ISDA
As referenced in this Revolving Credit Agreement:
ISDA – prior to the first day of the Interest Period or if such Page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided, that if the Canadian Funding Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, Canadian
_____________
ISDA – prior to the first day of the Interest Period or if such Page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided, that if the Administrative Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, LIBOR shall
_____________
dt 1603883
;
|
BofA
As referenced in this Revolving Credit Agreement:
BANK OF AMERICA, N.A. – AGFIRST FARM CREDIT BANK, as Lender and
Co-Documentation Agent
By:
/s/ J. Michael Mancini, Jr.
Name:
J. Michael Mancini, Jr.
Title:
Vice President
Signature Page to Revolving Credit Agreement
BANK OF AMERICA, N.A. as Lender
By:
/s/ Thomas R. Durham
Name:
THOMAS R. DURHAM
Title:
SENIOR VICE PRESIDENT
Signature Page to Revolving Credit Agreement
BANK-OF-CHINA, NEW YORK BRANCH, as
Lender
_____________
Bank of America, N.A. – 000
Coperatieve CentraleRaiffeisen-Boerenleenbank B.A., Rabobank International, New York Branch
$
30,000,000
$
22,500,000
$
7,500,000
AgFirst Farm Credit Bank
$
30,000,000
$
30,000,000
Bank of America, N.A.
$
20,500,000
$
20,500,000
Bank of China, New York Branch
$
11,700,000
$
11,700,000
Bank of China, Los Angeles Branch
$
8,800,000
$
8,800,
_____________
dt 1634677
;
Bank of Ireland
As referenced in this Revolving Credit Agreement:
BANK OF IRELAND, – LOS ANGELES BRANCH,
as Lender
By:
/s/ Xiao Wang
Name:
Xiao Wang
Title:
Branch Manager & Vice President
Signature Page to Revolving Credit Agreement
THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND, as Lender
By:
/s/ Gwen Evans
Name:
Gwen Evans
Title:
Authorised Signatory
By:
/s/ Barry S Brien
Name:
BARRY S BRIEN
Title:
MANAGER
Signature Page to Revolving Credit Agreement
_____________
Bank of Ireland
– Bank of China, New York Branch
$
11,700,000
$
11,700,000
Bank of China, Los Angeles Branch
$
8,800,000
$
8,800,000
The Governor and Company of The Bank of Ireland
$
20,500,000
$
20,500,000
CoBANK, ACB
$
20,500,000
$
20,500,000
Farm Credit Bank of Texas
$
20,500,000
$
20,500,000
LaSalle Bank N.A.
$
_____________
dt 1622465
;
More... |
| Preview
Subscribers | 2002 |
Rights Agreement
Rights Agreement (180K)
Doc #876209: Click preview link for longer preview.
CORN PRODUCTS INTERNATIONAL, INC.
and
THE BANK OF NEW YORK
Rights Agent
Rights Agreement
Dated as of November 19, 1997
As Amended and Restated as of September 9, 2002
<PAGE>
Table of Contents
Section Page
------- . . .
876209
|
Corn Products
As referenced in this Rights Agreement:
CORN PRODUCTS INTERNATIONAL, INC – gt;
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>c72922exv4.txt
<DESCRIPTION>RIGHTS AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 4
EXECUTION COPY
CORN PRODUCTS INTERNATIONAL, INC .
and
THE BANK OF NEW YORK
Rights Agent
Rights Agreement
Dated as of November 19, 1997
As Amended and Restated as of September 9, 2002
<PAGE>
Table
_____________
Corn Products International,
Inc – B--Form of Rights Certificates
<PAGE>
RIGHTS AGREEMENT
RIGHTS AGREEMENT, dated as of November 19, 1997, as amended and restated as
of September 9, 2002 (the "Agreement"), between Corn Products International,
Inc ., a Delaware corporation (the "Company"), and The Bank of New York, a New
York banking corporation (the "Rights Agent").
W I T N E S S E T H
_____________
Corn Products
International, Inc – be certificates for Rights, and shall bear the following legend:
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between Corn Products
International, Inc . (the "Company") and First Chicago Trust Company of New
York (the "Rights Agent") dated as of November 19, 1997, as may be amended
(the "Rights Agreement"), the terms of
_____________
Corn Products International, Inc – the Company shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:
Corn Products International, Inc .
P.O. Box 345
6500 South Archer Road
Bedford Park, Illinois 60501-1933
Attention: Corporate Secretary
Subject to the provisions of Section 21, any notice or demand authorized by
_____________
CORN PRODUCTS INTERNATIONAL, INC – have caused this Agreement to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: CORN PRODUCTS INTERNATIONAL, INC .
By: /s/ Peter R. Johnson By: /s/ Cheryl K. Beebe
Name: Peter R. Johnson Name: Cheryl K. Beebe
Title: Assistant Corporate Secretary Title: V.P., Finance and Treasurer
Attest:
_____________
dt 1505203
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BNY
As referenced in this Rights Agreement:
BANK OF NEW YORK
– lt;SEQUENCE>3
<FILENAME>c72922exv4.txt
<DESCRIPTION>RIGHTS AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 4
EXECUTION COPY
CORN PRODUCTS INTERNATIONAL, INC.
and
THE BANK OF NEW YORK
Rights Agent
Rights Agreement
Dated as of November 19, 1997
As Amended and Restated as of September 9, 2002
<PAGE>
Table of Contents
Section Page
------- ----
1. Certain
_____________
Bank of New York, – AGREEMENT, dated as of November 19, 1997, as amended and restated as
of September 9, 2002 (the "Agreement"), between Corn Products International,
Inc., a Delaware corporation (the "Company"), and The Bank of New York, a New
York banking corporation (the "Rights Agent").
W I T N E S S E T H
WHEREAS, on September 19, 1997 (the "Rights Dividend Declaration Date"),
the
_____________
Bank of New York
– Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Company) as follows:
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Stock Transfer
Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights
_____________
BANK OF NEW YORK
– By: /s/ Peter R. Johnson By: /s/ Cheryl K. Beebe
Name: Peter R. Johnson Name: Cheryl K. Beebe
Title: Assistant Corporate Secretary Title: V.P., Finance and Treasurer
Attest: THE BANK OF NEW YORK
By: Christine Briggs By: /s/ Robert J. Rinaudo
Name: Christine Briggs Name: Robert J. Rinaudo
Title: Assistant Vice President Title: Assistant Vice President
38
<PAGE>
Exhibit A
_____________
dt 1584865
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| Preview
Subscribers | 2001 |
Supply Agreement
Supply Agreement (43K)
Doc #114354: Click preview link for longer preview.
SUPPLY AGREEMENT
This Supply Agreement (this "Supply Agreement") is made as of January
1, 2001, by and among CORNPRODUCTSMCP SWEETENERS LLC, a Delaware limited
liability company, with its principal office in Marshall, Minnesota (the
"Company"), CORN PRODUCTS INTERNATIONAL, INC., a Delaware corporation, with its
principal office at 6500 South Archer Avenue, Bedford Park, Illinois 60501-1933
("Corn Products"), and MINNESOTA CORN PROCESSORS, LLC, a Colorado limited
liability company, with its principal office at 901 North Highway 59, Marshall,
Minnesota 56528-2744 ("MCP"). Corn Products and MCP shall each be referred to
herein as a "Member" and collectively referred to herein as the "Members."
WHEREAS, the Members entered into a Limited Liability Company Agreement
dated as of December 1, 2000 (the "Operating Agreement") under which the Members
agreed to form the Company primarily to serve as their exclusive sales outlet
for the sale in the United States of America (including Puerto Rico, the "United
States"), and into Canada, and Mexico (collectively, "North America") of certain
Designated Products (as defined herein); and
WHEREAS, each Member is willing to supply to the Company the Designated
Products produced in the United States by each of them for sale in North
America, subject to the terms and conditions of the Operating Agreement and this
Supply Agreement.
WHEREAS, as part of its contribution obligation under the Operating
Agreement, each Member has agreed to enter into this Supply Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereby agree
as follows:
1. DEFINITIONS.
In addition to such definitions as shall be set forth in Article I of
the Operating Agreement (some of which are repeated here for reference) or
defined in the text below, when used in this Supply Agreement the following
terms shall have the meaning specified:
A. "Affiliate" means, when used with reference to a specific Person (or
when not referring to a specific Person shall mean an Affiliate of a Member),
any Person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with such specific Person.
{PAGE}
B. "Base Year Volume" shall mean the quantity representing the
aggregate actual sales of the applicable Designated Product by each Member (and
its respective Affiliates) during calendar year 2000 unless modified in the
manner set forth below, to the extent such Designated Product was (i) produced
and sold within the United States, (ii) produced within the United States and
sold in Mexico or Canada, or (iii) produced in Mexico or Canada and exported
into and sold in the United States. The Base Year Volume shall be confirmed in
writing by the parties.
C. "Bulk" means finished products sold by pipeline or single container,
rail car or other transportation vehicle where the finished product pipeline
shipment, container, rail car or vehicle load has a capacity in excess of five
tons. Bulk does not include a single container, rail car or other transportation
vehicle containing subcontainers or packages of less than five tons. Excluded
from this definition of Bulk shall be any such products sold or otherwise
transferred to a third party and normally delivered by pipeline for processing
into finished products other than Designated Products.
D. "Designated Products" has the meaning given in the Operating
Agreement.
E. "Modified Base Year Volume" shall mean the volume resulting from all
changes to the Base Year Volume under Section 3 below.
F. "Sales Commitments" shall mean the volume of Designated Products
which a Member has agreed to sell to the Company as determined in Section 2.A
for the first year of the Supply Agreement and in Section 4 for all subsequent
years during the Term.
G. "Specifications" shall mean the specifications to the applicable
products supplied hereunder as agreed to in writing by the parties.
2. PURCHASE AND SALE OF DESIGNATED PRODUCTS.
A. Obligation to Sell and Buy Designated Products. During each calendar
year during the Term of the Supply Agreement each Member and its Affiliates
shall sell to the Company their respective Sales Commitments of Designated
Products for such calendar year. The Company shall use reasonable commercial
efforts to market and sell such Designated Products to its customers in the
United States and, through Affiliates of Corn Products under one or more
commission sales agreements, in Mexico and Canada. Designated Products produced
by Affiliates of the Members in Mexico or Canada and sold in the United States
to or through the Company under one or more commission sales agreements shall be
credited against the applicable Member's Sales Commitment.
B. Sales Commitments for Calendar Year 2001. For calendar year 2001,
each Member's respective Sales Commitment for each Designated Product shall be
equal to the Member's respective Base Year Volume for such Designated Product.
114354
|
Corn Products
As referenced in this Supply Agreement:
CORN PRODUCTS INTERNATIONAL, INC – this "Supply Agreement") is made as of January
1, 2001, by and among CORNPRODUCTSMCP SWEETENERS LLC, a Delaware limited
liability company, with its principal office in Marshall, Minnesota (the
"Company"), CORN PRODUCTS INTERNATIONAL, INC ., a Delaware corporation, with its
principal office at 6500 South Archer Avenue, Bedford Park, Illinois 60501-1933
("Corn Products"), and MINNESOTA CORN PROCESSORS, LLC, a Colorado limited
liability company,
_____________
CORN PRODUCTS INTERNATIONAL, INC – any Exhibit hereto,
the terms of this Supply Agreement shall govern.
14
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Supply Agreement as
of the date first above written.
CORN PRODUCTS INTERNATIONAL, INC . MINNESOTA CORN PROCESSORS, LLC
By: By:
------------------------------- -------------------------------
Title: Title:
---------------------------- ----------------------------
CORNPRODUCTSMCP SWEETENERS LLC
By:
-------------------------------
Title:
----------------------------
15
_____________
dt 1505198
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| Minnesota Corn Processors LLC
|
| Preview
Subscribers | 2001 |
Supply Agreement
Supply Agreement (43K)
Doc #876226: Click preview link for longer preview.
SUPPLY AGREEMENT
This Supply Agreement (this "Supply Agreement") is made as of January
1, 2001, by and among CORNPRODUCTSMCP SWEETENERS LLC, a Delaware limited
liability company, with its principal office in Marshall, Minnesota (the
"Company"), CORN PRODUCTS INTERNATIONAL, INC., a Delaware corporation, with its
principal office at 6500 South Archer Avenue, Bedford Park, Illinois 60501-1933
("Corn Products"), and MINNESOTA CORN PROCESSORS, LLC, a Colorado limited
liability company, with its principal office at 901 . . .
876226
|
Corn Products
As referenced in this Supply Agreement:
CORN PRODUCTS INTERNATIONAL, INC – this "Supply Agreement") is made as of January
1, 2001, by and among CORNPRODUCTSMCP SWEETENERS LLC, a Delaware limited
liability company, with its principal office in Marshall, Minnesota (the
"Company"), CORN PRODUCTS INTERNATIONAL, INC ., a Delaware corporation, with its
principal office at 6500 South Archer Avenue, Bedford Park, Illinois 60501-1933
("Corn Products"), and MINNESOTA CORN PROCESSORS, LLC, a Colorado limited
liability company,
_____________
CORN PRODUCTS INTERNATIONAL, INC – Agreement and any Exhibit hereto,
the terms of this Supply Agreement shall govern.
IN WITNESS WHEREOF, the parties have executed this Supply Agreement as
of the date first above written.
CORN PRODUCTS INTERNATIONAL, INC . MINNESOTA CORN PROCESSORS, LLC
By: /s/ Michael Pyatt By: /s/ L. Dan Thompson
------------------ ------------------
Title: Vice President Title: President/CEO
----------------- ----------------
CORNPRODUCTSMCP SWEETENERS LLC
By: /s/ Stanley L. Sitton
---------------------
Title: President &
_____________
dt 1505204
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| Preview
Subscribers | 2001 |
Supply Agreement
Supply Agreement (44K)
Doc #1582512: Click preview link for longer preview.
SUPPLY AGREEMENT
This Supply Agreement (this "Supply Agreement") is made as of January
1, 2001, by and among CORNPRODUCTSMCP SWEETENERS LLC, a Delaware limited
liability company, with its principal office in Marshall, Minnesota (the
"Company"), CORN PRODUCTS INTERNATIONAL, INC., a Delaware corporation, with its
principal office at 6500 South Archer Avenue, Bedford Park, Illinois 60501-1933
("Corn Products"), and MINNESOTA CORN PROCESSORS, LLC, a Colorado limited
liability company, with its principal office at 901 North . . .
1582512
|
Corn Products
As referenced in this Supply Agreement:
CORN PRODUCTS INTERNATIONAL, INC – this "Supply Agreement") is made as of January
1, 2001, by and among CORNPRODUCTSMCP SWEETENERS LLC, a Delaware limited
liability company, with its principal office in Marshall, Minnesota (the
"Company"), CORN PRODUCTS INTERNATIONAL, INC ., a Delaware corporation, with its
principal office at 6500 South Archer Avenue, Bedford Park, Illinois 60501-1933
("Corn Products"), and MINNESOTA CORN PROCESSORS, LLC, a Colorado limited
liability company,
_____________
CORN PRODUCTS INTERNATIONAL, INC – any Exhibit hereto,
the terms of this Supply Agreement shall govern.
14
IN WITNESS WHEREOF, the parties have executed this Supply Agreement as
of the date first above written.
CORN PRODUCTS INTERNATIONAL, INC . MINNESOTA CORN PROCESSORS, LLC
By: By:
------------------------------- -------------------------------
Title: Title:
---------------------------- ----------------------------
CORNPRODUCTSMCP SWEETENERS LLC
By:
-------------------------------
Title:
----------------------------
15
_____________
dt 1505205
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| Preview
Subscribers | 2007 |
Third Supplemental Indenture
Third Supplemental Indenture (23K)
Doc #2796057: Click preview link for longer preview.
THIRD SUPPLEMENTAL INDENTURE
This THIRD SUPPLEMENTAL INDENTURE, dated as of April 10, 2007 (this �Supplemental Indenture�), is entered into by and between Corn Products International, Inc., a corporation incorporated under the laws of the State of Delaware (the �Company�), and The Bank of New York Trust Company, N.A., as trustee (the �Trustee�).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee (as successor trustee to The Bank of New York) are parties to an Indenture, dated as of August 18, 1999 (the . . .
2796057
|
Corn Products
As referenced in this Third Supplemental Indenture:
Corn Products International, Inc – c14063exv4w3.htm THIRD SUPPLEMENTAL INDENTURE
EXHIBIT 4.3
THIRD SUPPLEMENTAL INDENTURE
This THIRD SUPPLEMENTAL INDENTURE, dated as of April 10, 2007 (this ?Supplemental Indenture?), is entered into by and between Corn Products International, Inc ., a corporation incorporated under the laws of the State of Delaware (the ?Company?), and The Bank of New York Trust Company, N.A., as trustee (the ?Trustee?).
W I
_____________
CORN PRODUCTS INTERNATIONAL, INC – the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
8
IN WITNESS WHEREOF, CORN PRODUCTS INTERNATIONAL, INC . AND THE BANK OF NEW YORK TRUST COMPANY, N.A. have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.
_____________
CORN PRODUCTS INTERNATIONAL, INC – INC. AND THE BANK OF NEW YORK TRUST COMPANY, N.A. have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.
CORN PRODUCTS INTERNATIONAL, INC .
By:
/s/ Cheryl K. Beebe
Name:
Cheryl K. Beebe
Title:
Vice President and Chief Financial Officer
By:
/s/ Kimberly A. Hunter
Name:
Kimberly A. Hunter
Title:
Corporate Treasurer
THE
_____________
dt 1772046
;
BNY
As referenced in this Third Supplemental Indenture:
Bank of New York – 10, 2007 (this ?Supplemental Indenture?), is entered into by and between Corn Products International, Inc., a corporation incorporated under the laws of the State of Delaware (the ?Company?), and The Bank of New York Trust Company, N.A., as trustee (the ?Trustee?).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee (as successor trustee to The Bank
_____________
Bank of New York) – York Trust Company, N.A., as trustee (the ?Trustee?).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee (as successor trustee to The Bank of New York) are parties to an Indenture, dated as of August 18, 1999 (the ?Indenture?), relating to the issuance from time to time by the Company of its Securities on terms
_____________
BANK OF NEW YORK – the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
8
IN WITNESS WHEREOF, CORN PRODUCTS INTERNATIONAL, INC. AND THE BANK OF NEW YORK TRUST COMPANY, N.A. have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.
CORN PRODUCTS INTERNATIONAL, INC.
By:
/s/ Cheryl
_____________
BANK OF NEW YORK – INC.
By:
/s/ Cheryl K. Beebe
Name:
Cheryl K. Beebe
Title:
Vice President and Chief Financial Officer
By:
/s/ Kimberly A. Hunter
Name:
Kimberly A. Hunter
Title:
Corporate Treasurer
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:
/s/ M. Callahan
Name:
M. Callahan
Title:
Vice President
_____________
dt 1727562
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Citigroup Global
As referenced in this Third Supplemental Indenture:
Citigroup Global Markets Inc – the Exchange Act, selected by the Company as a replacement agency for Fitch, Moodys or S&P, as the case may be.
Reference Treasury Dealer means (i) each of Citigroup Global Markets Inc . and Morgan Stanley & Co. Incorporated (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease
_____________
Citigroup Global Markets Inc – to be paid to the Company for the sale of the Notes pursuant to the terms of the Underwriting Agreement, dated as of April 4, 2007, between the Company and Citigroup Global Markets Inc . and Morgan Stanley & Co. Incorporated., as Representatives of the several Underwriters named in Schedule 1 thereto, shall be 99.118% of the principal amount of the Notes and
_____________
dt 1711355
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| Preview
Subscribers | 2004 |
3-Year Revolving Credit Agreement
3-Year Revolving Credit Agreement (200K)
Doc #876197: Click preview link for longer preview.
3-YEAR REVOLVING CREDIT AGREEMENT
Dated as of October 15, 2002
CORN PRODUCTS INTERNATIONAL, INC., a Delaware corporation (the
"Borrower"), the banks (the "Banks") and issuers of letters of credit (the
"Initial Issuing Banks") listed on the signature pages hereof, SUNTRUST BANK
("SunTrust"), as administrative agent (the "Administrative Agent") for the
Lenders (as hereinafter defined), agree as follows:
ARTICLE I. DEFINITIONS AND ACCOUNTING . . .
876197
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Corn Products
As referenced in this 3-Year Revolving Credit Agreement:
CORN PRODUCTS INTERNATIONAL, INC – c83563exv4w3.txt
<DESCRIPTION>3-YEAR REVOLVING CREDIT AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 4.3
3-YEAR REVOLVING CREDIT AGREEMENT
Dated as of October 15, 2002
CORN PRODUCTS INTERNATIONAL, INC ., a Delaware corporation (the
"Borrower"), the banks (the "Banks") and issuers of letters of credit (the
"Initial Issuing Banks") listed on the signature pages hereof, SUNTRUST BANK
("SunTrust"), as
_____________
Corn Products International,
Inc – writing (including telegraphic, telecopy or
telex) and mailed (postage
45
<PAGE>
prepaid, return receipt requested), telegraphed, telecopied, telexed or
delivered, if to the Borrower, at its address at Corn Products International,
Inc ., P.O. Box 7100, 5 Westbrook Corporate Center, Westchester, IL 60154,
Attention: Treasurer; if to any Bank, at its Domestic Lending Office specified
opposite its name on Schedule I
_____________
CORN PRODUCTS INTERNATIONAL, INC – lt;PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
CORN PRODUCTS INTERNATIONAL, INC ., as
Borrower
By /s/ Cheryl K. Beebe
----------------------------------
Title: VP Finance & Treasurer
By /s/ Kimberly A. Hunter
----------------------------------
Title: Director
SUNTRUST BANK
as Administrative Agent
By /s/ Gregory L. Cannon
----------------------------------
_____________
CORN PRODUCTS INTERNATIONAL, INC – SIGNATURE PAGE TO 3-YEAR REVOLVING CREDIT AGREEMENT]
<PAGE>
EXECUTION COUNTERPART
U.S. $125,000,000
3-YEAR REVOLVING CREDIT AGREEMENT
Dated as of October 15, 2002
Among
CORN PRODUCTS INTERNATIONAL, INC .
as Borrower,
THE LENDERS NAMED HEREIN
as Lenders,
SUNTRUST BANK
as Administrative Agent,
SUNTRUST CAPITAL MARKETS, INC.
as Arranger,
HARRIS BANK AND SAVINGS BANK
as Syndication Agent,
and
ING
_____________
dt 1505201
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