EX-4.13



 Exhibit 4.13 

Execution Copy 
 FIRST
AMENDMENT TO TERM LOAN CREDIT AGREEMENT 
 Dated as of September 18, 2015 

This FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) is between Ingredion Incorporated (the
“Borrower”), the lenders party hereto (the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). 

PRELIMINARY STATEMENTS 
 WHEREAS,
the Borrowers, the Lenders party thereto and the Administrative Agent entered into that certain Term Loan Credit Agreement dated as of July 10, 2015 (as amended hereby and as further amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Term Loan Credit Agreement”); and 
 WHEREAS, the Borrower has requested that
the Administrative Agent and the Lenders agree to amend the Term Loan Credit Agreement as specifically set forth herein and, subject to the terms of this Amendment, the Administrative Agent and the Lenders party hereto have agreed to grant such
request. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows: 
 Section 1. Capitalized Terms. All capitalized terms not otherwise defined in this Amendment
shall have the meanings as specified in the Term Loan Credit Agreement. 
 Section 2. Amendment to Term Loan Credit Agreement.
Subject to and in accordance with the terms and conditions set forth herein, the Administrative Agent and the Lenders party hereto hereby agree to amend the definition of “Change in Control” contained in Section 1.01 of
the Term Loan Credit Agreement by deleting clause (b) thereof in its entirety and replacing it with the following: 

“(b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (i) nominated or approved by the board of directors of the Borrower nor (ii) appointed or approved by a majority of directors so nominated or approved;” 

Section 3. Conditions of Effectiveness. The effectiveness of the amendment in Section 2 shall be subject to the
satisfaction of each of the following conditions precedent: 
 (a) the Administrative Agent shall have received counterparts of this
Amendment executed by the Borrower, the Administrative Agent and the Required Lenders; and 
 (b) the representations and warranties of the
Borrower contained in Section 4 shall be true and correct. 
 Section 4. Representations and Warranties of the Loan
Parties. The Borrower represents and warrants as follows: 
 (a) The execution, delivery and performance by the Borrower of its
obligations in connection with this Amendment are within its corporate powers, have been duly authorized by all necessary 







 
corporate action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of the Borrower,
(ii) contravene any applicable law which is applicable to the Borrower or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material
agreement, in each case, involving an amount in excess of $1,000,000 to which the Borrower is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the
extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. 
 (b) The
Borrower has taken all necessary corporate action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law. 
 (c) No material consent, approval, authorization or other action by, notice to, or
registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by the Borrower of this Amendment, except such as have been
obtained or made and are in full force and effect. 
 (d) After giving effect to this Amendment, the representations and warranties
contained in each of the Credit Documents are true and correct in all material respects as of the date hereof as though made on and as of such date (other than any such representations or warranties that expressly relate 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). 

(e) After giving effect to this Amendment, no Default shall have occurred and be continuing. 

Section 5. Reference to and Effect on the Credit Documents. On and after the effectiveness of this Amendment, each reference in
the Term Loan Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Term Loan Credit Agreement, and each reference in each of the other Credit Documents to “the Term
Loan Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Term Loan Credit Agreement, shall mean and be a reference to the Term Loan Credit Agreement, as amended by this Amendment and this
Amendment shall constitute a Credit Document. 
 (a) The Term Loan Credit Agreement and each of the other Credit Documents, as specifically
amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. 

(b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any other provision of any of the Credit Documents. 

Section 6. Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e.,
“pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. 

  
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 Section 7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the law of the State of New York. 
 Section 8. Entire Agreement. This Amendment and the other Credit Documents
constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

			
	BORROWER:
	
	INGREDION INCORPORATED
		
	By:	 	 /s/ Kevin Wilson

	Name:	 	C. Kevin Wilson
	Title:	 	Vice President & Treasurer
		
	By:	 	 /s/ Jack C. Fortnum

	Name:	 	Jack C. Fortnum
	Title:	 	Executive Vice President & Chief Financial Officer



  
 First Amendment to Term
Loan Credit Agreement 
 Signature Page 








 
			
	BANK OF AMERICA, N.A.,
	as Administrative Agent
		
	By:	 	 /s/ Nicholas Cheng

	Name:	 	Nicholas Cheng
	Title:	 	Vice President
	
	BANK OF AMERICA, N.A., as Lender
		
	By:	 	 /s/ Nicholas Cheng

	Name:	 	Nicholas Cheng
	Title:	 	Vice President



  
 First Amendment to
Term Loan Credit Agreement 
 Signature Page