exv4w3






Exhibit 4.3




 









CORN PRODUCTS INTERNATIONAL, INC.

as Issuer




and



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee



 





Seventh Supplemental Indenture



Dated as of September 17, 2010



 





$150,000,000

6.625% Senior Notes Due April 15, 2037




 












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TABLE OF CONTENTS





 







	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 
	 	 	 	 
	ARTICLE 1

Relation to Indenture; Definitions; Rules of Construction	 	 	 	 
	 	 	 
	 	 	 	 
	Section 1.01.
	 	Relation to Indenture

	 	 	2	 
	Section 1.02.
	 	Rules of Construction

	 	 	2	 
	 	 	 
	 	 	 	 
	ARTICLE 2

The Reopening Notes	 	 	 	 
	 	 	 
	 	 	 	 
	Section 2.01.
	 	Aggregate Principal Amount

	 	 	2	 
	Section 2.02.
	 	Interest

	 	 	2	 
	Section 2.03.
	 	Issuance Price

	 	 	2	 
	Section 2.04.
	 	Other

	 	 	3	 
	 	 	 
	 	 	 	 
	ARTICLE 3

Miscellaneous Provisions	 	 	 	 
	 	 	 
	 	 	 	 
	Section 3.01.
	 	Ratification

	 	 	3	 
	Section 3.02.
	 	Governing Law

	 	 	3	 
	Section 3.03.
	 	Counterparts and Method of Execution

	 	 	3	 
	Section 3.04.
	 	Section Titles

	 	 	3	 
	Section 3.05.
	 	The Trustee

	 	 	3	 






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SEVENTH SUPPLEMENTAL INDENTURE




     This SEVENTH SUPPLEMENTAL INDENTURE, dated as of September 17, 2010 (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
Mellon Trust Company, N.A., as trustee (the “Trustee”).



WITNESSETH:




     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 “Original Indenture”), as supplemented by
a Fourth Supplemental Indenture dated as of April 10, 2007 (the “Fourth Supplemental Indenture”)
providing for the establishment of a series of Securities designated as the Company’s 6.625% Senior
Notes due 2037 (the “Notes”) and providing for the initial issuance of $100,000,000 aggregate
principal amount of Notes (the “Original Notes”) (the Original Indenture, as amended and
supplemented by the Fourth Supplemental Indenture, referred to herein as the “Indenture”);



     WHEREAS, on the date hereof the Company intends to issue an additional $150,000,000 aggregate
principal amount of Notes (the “Reopening Notes”) pursuant to the Original Indenture, as
supplemented by this Supplemental Indenture;



     WHEREAS, the parties hereto intend that the Reopening Notes and the Original Notes form a
single series of Notes and that the Reopening Notes be fully fungible with the Original Notes;



     WHEREAS, the changes set forth herein do not adversely affect the holders of any securities
issued prior to the date hereof;



     WHEREAS, Section 10.01 of the Indenture provides that when authorized by a Certified Board
Resolution, the Company and the Trustee may enter into a supplemental indenture to change or
eliminate any of the provisions of the Indenture without the consent of the holders of any
Securities of any series then outstanding, provided that any such change or elimination would not
adversely affect such provision as applied to any series of Securities created prior to the
execution of such supplemented indenture; and



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental
Indenture and to make it a valid and binding agreement of the Company have been done or performed.



 









 





     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Trustee mutually covenant and agree as follows:



ARTICLE 1

Relation to Indenture; Definitions; Rules of Construction




     Section 1.01. Relation to Indenture. This Supplemental Indenture constitutes an integral
part of the Indenture.



     Section 1.02. Rules of Construction. For all purposes of this Supplemental Indenture:



     (a) capitalized terms used herein without definition shall have the meanings specified in the
Indenture;



     (b) all references herein to Articles and Sections, unless otherwise specified, refer to the
corresponding Articles and Sections of this Supplemental Indenture;



     (c) the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this
Supplemental Indenture; and



     (d) in the event of a conflict with the definition of terms in the Indenture, the definitions
in this Supplemental Indenture shall control.



ARTICLE 2

The Reopening Notes




     Section 2.01. Aggregate Principal Amount. The Reopening Notes shall be issued in an
aggregate principal amount of $150,000,000 for a total aggregate principal amount of the Notes
(including the Original Notes) of $250,000,000 (not including the Notes authenticated and delivered
upon registration of, transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Sections 2.06, 2.07, 2.08, 3.02 or 10.04 of the Indenture).



     Section 2.02. Interest. The Reopening Notes will bear interest from April 15, 2010, the
most recent interest payment date prior to the date hereof.



     Section 2.03. Issuance Price. The purchase price to be paid to the Company for the sale of
the Reopening Notes pursuant to the terms of the Underwriting Agreement, dated as of September 14,
2010, between the Company



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and J.P. Morgan Securities Inc., Banc of America Securities LLC and
Citigroup Global Markets Inc., as Representatives of the several Underwriters named in Schedule 1
thereto, shall be 104.620% of the principal amount of the Reopening
Notes and the initial offering price to the public of the Reopening Notes shall be 105.495% of
the principal amount of the Notes.




     Section 2.04. Other. Except as otherwise provided herein, the provisions set forth in the
Fourth Supplemental Indenture applicable to the Notes shall be applicable to the Reopening Notes,
including the provisions of Sections 2.1, 2.3, 2.4, 2.5 (except for the date from which the
Reopening Notes shall bear interest), 2.7, 2.8, 2.9 and 2.10 and Article 3.



ARTICLE 3

Miscellaneous Provisions




     Section 3.01. Ratification. The Indenture, as supplemented and amended by this Supplemental
Indenture, is in all respects hereby adopted, ratified and confirmed.



     Section 3.02. Governing Law. This Supplemental Indenture shall be governed by, and
construed and enforced in accordance with, the laws of the jurisdiction which govern the Indenture
and its construction.



     Section 3.03. Counterparts and Method of Execution. This Supplemental Indenture may be
executed in several counterparts, all of which together shall constitute one agreement binding on
all parties hereto, notwithstanding that all parties have not signed the same counterpart.



     Section 3.04. Section Titles. Section titles are for descriptive purposes only and shall
not control or alter the meaning of this Supplemental Indenture as set forth in the text.



     Section 3.05. The Trustee. The recitals contained herein shall be taken as the statements
of the Company, and 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.



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     IN WITNESS WHEREOF, CORN PRODUCTS INTERNATIONAL, INC. AND THE BANK OF NEW YORK MELLON 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 BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

 
	 
	 	By:  	/s/ M. Callahan
 	 
	 	 	Name:  	Mary Callahan 	 
	 	 	Title:  	Vice President 	 
	 




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