Exhibit 4.2


 


AMENDMENT NO. 1 TO REVOLVING
CREDIT AGREEMENT


 


This
Amendment (this “Amendment”) is entered into as of September 29, 2010 by
and among Corn Products International, Inc., a Delaware corporation (the “Borrower”),
JPMorgan Chase Bank, National Association, individually and as administrative
agent (the “Administrative Agent”), and the other financial institutions
signatory hereto.


 


RECITALS


 


A.            The Borrower, the Administrative
Agent and the Lenders are party to that certain Revolving Credit Agreement
dated as of September 2, 2010 (the “Credit Agreement”).  Unless otherwise specified herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them by the Credit Agreement.


 


B.            The Borrower, the Administrative
Agent and the undersigned Lenders wish to amend the Credit Agreement on the
terms and conditions set forth below.


 


Now,
therefore, in consideration of the mutual execution hereof and other good and
valuable consideration, the parties hereto agree as follows:


 


1.             Amendment to Credit Agreement.  Upon the “Effective Date” (as defined below),
the Credit Agreement shall be amended as follows:


 


(a)           Section
6.04 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:


 


“SECTION 6.04 
Restricted Payments.  The
Borrower will not, and will not permit any of its Subsidiaries to, declare, pay
or make, or agree to declare, pay or make, directly or indirectly, any
Restricted Payment, except (a) the Borrower may declare and pay dividends with
respect to its Equity Interests payable solely in additional shares of its
common stock, (b) Subsidiaries may declare and make Restricted Payments (i)
ratably with respect to their Equity Interests and (ii) to the Borrower and/or
any Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries, (c) the Borrower may
make Restricted Payments pursuant to and in accordance with stock option plans
or other benefit plans for management or employees of the Borrower and its
Subsidiaries and (d) the Borrower may make other Restricted Payments so long as
both immediately before and immediately after giving effect to such Restricted
Payments (i) no Default exists and (ii) the Borrower shall be in pro forma
compliance with Sections 6.07 and 6.08.”


 


(b)           Section
6.06 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:


 

















 


“SECTION 6.06 
Restrictive Agreements. 
The Borrower will not, and will not permit any of its Subsidiaries to,
directly or indirectly, enter into, incur or permit to exist any agreement or
other arrangement that prohibits, restricts or imposes any condition upon (a)
the ability of the Borrower or any Subsidiary to create, incur or permit to
exist any Lien upon any of its property or assets, or (b) the ability of any
Subsidiary (i)  to pay dividends or other
distributions with respect to any shares of its capital stock, (ii)  to make or repay loans or advances to the Borrower or any
other Subsidiary or (iii) to Guarantee Indebtedness of the Borrower or any
other Subsidiary; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by this Agreement, (ii) the
foregoing shall not apply to restrictions and conditions existing on the date
hereof identified on Schedule 6.06 (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided that such restrictions and
conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (iv) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness, (v) clause (a)
of the foregoing shall not apply to customary provisions in leases and other
contracts restricting the assignment thereof, (vi) the foregoing shall not
apply to restrictions and conditions which (A) are not in agreements in respect
of Indebtedness for borrowed money in excess of $5,000,000 for each such
agreement and (B) are existing on any property or asset prior to the
acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of the Business or any Person that becomes a Subsidiary after
the date hereof but prior to the time such Person becomes a Subsidiary and (vii) clauses
(b)(i) and (ii) of the foregoing shall not apply to prohibitions, restrictions
or conditions imposed solely for the benefit of the Borrower and/or any
Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries with respect to (A)
dividends or distributions being paid or made to the Borrower and/or any
Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries by a Wholly-Owned
Subsidiary or (B) making or repaying loans or advances to the Borrower or any
other Subsidiary.”


 


2.             Representations and Warranties
of the Borrower.  The Borrower
represents and warrants that as of the date hereof:


 


(a)           The
execution, delivery and performance by the Borrower of this Amendment have been
duly authorized by all necessary corporate action and that this Amendment is a
legal, valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its terms, except as the enforcement thereof may be
subject to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors’ rights generally;


 


2

















 


(b)           Each
of the representations and warranties contained in the Credit Agreement is true
and correct in all material respects on and as of the date hereof as if made on
such date, except any such
representation or warranty that expressly relates to or is made expressly as of
a specific earlier date, in which case such representation or warranty shall be
true and correct in all material respects with respect to or as of such
specific earlier date; and


 


(c)           After
giving effect to this Amendment, no Default has occurred and is continuing.


 


3.             Effective Date.  This Amendment shall become effective on the
date (the “Effective Date”) upon which this Amendment is executed and
delivered by the Borrower, the Administrative Agent and the Required Lenders
(without respect to whether it has been executed and delivered by all the
Lenders).


 


4.             Reference to and Effect Upon the
Credit Agreement.


 


(a)           Except
as specifically amended above, the Credit Agreement and the other Credit
Documents shall remain in full force and effect and are hereby ratified and
confirmed.


 


(b)           The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or any Lender
under the Credit Agreement or any Credit Document, nor constitute a waiver of
any provision of the Credit Agreement or any Credit Document, except as
specifically set forth herein.  Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall
mean and be a reference to the Credit Agreement as amended hereby.


 


5.             Costs and Expenses.  The Borrower hereby affirms its obligation
under Section 9.03 of the Credit Agreement to reimburse the Administrative
Agent for all reasonable out-of-pocket expenses incurred by the Administrative
Agent in connection with the preparation, negotiation, execution and delivery of
this Amendment, including but not limited to the reasonable fees, charges and
disbursements of attorneys for the Administrative Agent with respect thereto.


 


6.             Governing Law.  This Amendment shall be construed in
accordance with and governed by the law of the State of New York.


 


7.             Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.


 


8.             Counterparts.  This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.


 


[signature pages follow]


 


3

















 


IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date 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

  



 


	
   

  	
   

  	
  JPMORGAN
  CHASE BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Dana Moran

  
	
   

  	
   

  	
  Name:  Dana Moran

  
	
   

  	
   

  	
  Title:  Vice President

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  Bank
  of America, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/Adam
  Feit

  
	
   

  	
   

  	
  Name:  Adam Feit

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  Citibank,
  N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  CarolynA. Sheridan

  
	
   

  	
   

  	
  Name:  Carolyn A. Sheridan

  
	
   

  	
   

  	
  Title:  Vice President

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  Bank
  of Montreal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Philip Langheim

  
	
   

  	
   

  	
  Name:  Philip Langheim

  
	
   

  	
   

  	
  Title:   Managing Director

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  COBANK,
  ACB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Alan V. Schuler

  
	
   

  	
   

  	
  Name:  Alan V. Schuler

  
	
   

  	
   

  	
  Title:    Vice President

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK
  BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Michael Oka

  
	
   

  	
   

  	
  Name:

  	
  Michael
  Oka

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Luis Ruigomez

  
	
   

  	
   

  	
  Name:

  	
  Luis
  Ruigomez

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Director

  
					



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  FIFTH
  THIRD BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Joseph A. Wemhoff

  
	
   

  	
   

  	
  Name:    Joseph A. Wemhoff

  
	
   

  	
   

  	
  Title:          Vice President

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 
















 


	
   

  	
   

  	
  ING
  CAPITAL LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Daniel W. Lamprecht

  
	
   

  	
   

  	
  Name:
  Daniel W. Lamprecht

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  Lloyds
  TSB Bank, plc

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Russell Protti

  
	
   

  	
   

  	
  Name:

  	
  Russell
  Protti

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
  Project
  Finance

  
	
   

  	
   

  	
   

  	
  P067

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Daniel Carr

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Carr

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President, Project Finance

  
	
   

  	
   

  	
   

  	
  C021

  
					



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  Mizuho
  Corporate Bank (USA)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Leon Mo

  
	
   

  	
   

  	
  Name:
  Leon Mo

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  PNC
  Bank, National Association

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Jon R. Hinard

  
	
   

  	
   

  	
  Name:
  Jon R. Hinard

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
  B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Andrew Sherman

  
	
   

  	
   

  	
  Name:
  Andrew Sherman

  
	
   

  	
   

  	
  Title:
  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Peter Duncan

  
	
   

  	
   

  	
  Name:
  Peter Duncan

  
	
   

  	
   

  	
  Title:
  Managing Director 

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  U.S.
  Bank National Association

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  Kathleen
  D. Schurr

  
	
   

  	
   

  	
  Name:

  	
  Kathleen
  D. Schurr

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  WELLS
  FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Dan Van Aken

  
	
   

  	
   

  	
  Name: Dan Van Aken

  
	
   

  	
   

  	
  Title: Vice President

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  Branch
  Banking and Trust Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Matthew Grau

  
	
   

  	
   

  	
  Name:
  Matthew Grau

  
	
   

  	
   

  	
  Title:
  Banking Officer

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  Comerica
  Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Brandon Wellling

  
	
   

  	
   

  	
  Name:
  Brandon Welling

  
	
   

  	
   

  	
  Title:
  Assistant Vice President

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  GreenStone
  Farm Credit Services, ACA/FLCA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Curtis Flammini

  
	
   

  	
   

  	
  Name:

  	
  Curtis
  Flammini

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 
















 


	
   

  	
   

  	
  HSBC BANK USA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Meredith Philips

  
	
   

  	
   

  	
  Name:
  Meredith Philips

  
	
   

  	
   

  	
  Title:
  Assistant Vice President

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  SCOTIABANK
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  J.
  F. Todd

  
	
   

  	
   

  	
  Name:

  	
  J.F.
  Todd

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  The
  Governor and Company of the Bank of Ireland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Orla Jones

  
	
   

  	
   

  	
  Name:
  Orla Jones

  
	
   

  	
   

  	
  Title:
  Authorised Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  David Rafferty

  
	
   

  	
   

  	
  Name:
  David Rafferty

  
	
   

  	
   

  	
  Title:
  Authorised Signatory

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  The
  Northern Trust Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Keith L. Burson

  
	
   

  	
   

  	
  Name:

  	
  Keith
  L. Burson

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  Bank
  of China, New York Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  William W. Smith

  
	
   

  	
   

  	
  Name:

  	
  William
  W. Smith

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Lending Officer

  
					



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  THE
  BANK OF NEW YORK MELLON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  John T. Smathers

  
	
   

  	
   

  	
  Name:

  	
  John
  T. Smathers

  
	
   

  	
   

  	
  Title:

  	
  First
  Vice President

  
					



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  Bank
  of China, Los Angeles Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Jason Fu

  
	
   

  	
   

  	
  Name:
   Jason Fu

  
	
   

  	
   

  	
  Title:
   Vice President

  



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement


 

















 


	
   

  	
   

  	
  1ST FARM CREDIT SERVICES, FLCA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Dale A. Richardson

  
	
   

  	
   

  	
  Name:

  	
  Dale
  A. Richardson

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President, Capital Markets

  
					



 


Signature Page to Amendment No. 1 to


Revolving Credit Agreement