exv4w5






Exhibit 4.5



THIS NOTE MAY BE TRANSFERRED IN WHOLE BUT NOT IN PART BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY SELECTED OR APPROVED BY THE
COMPANY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




			
	 	 	 
	No. 1
	 	$400,000,000






CORN PRODUCTS INTERNATIONAL, INC.




4.625% Senior Notes due 2020



CUSIP: 219023 AF5




     Corn Products International, Inc., a Delaware corporation (herein called the “Company,” which
term includes any successor corporation under the Indenture referred to herein), for value
received, hereby promises to pay to:



CEDE & CO.



or registered assigns, the principal sum of




*FOUR HUNDRED MILLION DOLLARS*



on November 1, 2020 and to pay interest on such principal sum at the rate of 4.625% per annum.




     The Company will pay interest from the later of September 17, 2010 or the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually
on May 1 and on November 1 (each an “Interest Payment Date”) beginning May 1, 2011, until the
principal hereof is otherwise paid or duly provided for. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the



 









 







Indenture (as
defined below), be paid to the holder (the “Holder”) of this Note (or one or more predecessor
Notes) of record at the close of business on the regular
record date (the “Regular Record Date”) for such Interest Payment Date, which, except in the
case of interest payable at Maturity (as defined in the Indenture), shall be April 15 or October 15
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date and,
in the case of interest payable at Maturity, shall be the date such that interest payable at
Maturity is payable to the same Person to whom principal on this Note is payable. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.



     Any such interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date by virtue of his having been such Holder, and may
be paid to the Holder of this Note (or one or more predecessor Notes) of record at the close of
business on a special record date (the “Special Record Date”) fixed by the Company for the payment
of such defaulted interest, notice whereof shall be given to Holders not less than 15 days prior to
such Special Record Date, all as more fully provided in the Indenture.



     Payment of the principal of this Note and the interest thereon will be made at the office or
agency of the Company in the Borough of Manhattan, City and State of New York, in such currency of
the United States of America as at the time of payment is legal tender for payment of public and
private debts.



     This Note is one of a duly authorized issue of debt securities of the Company (herein called
the “Securities”), issuable in one or more series, unlimited in aggregate principal amount except
as may be otherwise provided in respect of the Securities of a particular series, issued and to be
issued under and pursuant to an Indenture dated as of August 18, 1999, between the Company and The
Bank of New York Mellon Trust Company, N.A. (as successor trustee to The Bank of New York), as
trustee (the “Trustee”), as amended and supplemented by the Sixth Supplemental Indenture between
the Company and the Trustee dated as of September 17, 2010 (the “Indenture”) and is one of a series
initially limited in aggregate principal amount to $400,000,000 and designated as 4.625% Senior
Notes due 2020 (the “Notes”). Reference is hereby made to the Indenture for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of Securities (including Holders of the Notes).



     The Notes are subject to defeasance at the option of the Company as provided in the Indenture.



     As long as this Note is represented in global form (the “Global Security”) registered in the
name of the Depositary or its nominee, except as provided in the



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Indenture and subject to certain
limitations therein set forth, no Global Security shall be exchangeable or transferrable.



     If an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and
be continuing, the principal plus any accrued interest may
be declared due and payable in the manner and with the effect and subject to the conditions
provided in the Indenture.



     The Indenture permits the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal amount of the
Securities then outstanding of all series which are affected by such amendment or modification,
except that certain amendments which do not adversely affect the rights of any Holder of the
Securities may be made without the approval of Holders of the Securities. No amendment or
modification may, among other things, change the Stated Maturity of any Security, reduce the
principal amount thereof, reduce the rate or change the time of payment of any interest thereon, or
reduce the aforesaid majority in aggregate principal amount of Securities of any series, the
consent of the Holders of which is required for any such amendment or modification, without the
consent of each Securityholder affected.



     This series of Notes is redeemable, in whole at any time or in part from time to time, at the
Company’s option at a redemption price equal to the greater of: 100% of the principal amount of the
Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of interest accrued as
of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 30
basis points, plus, in each case, accrued interest thereon to the date of redemption.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each holder of the notes to be redeemed. Unless the Company defaults in payment
of the redemption price, on and after the redemption date, interest will cease to accrue on this
Note or portion thereof called for redemption. If less than all of the notes are to be redeemed,
the notes to be redeemed shall be selected by lot by The Depository Trust Company, in the case of
notes represented by a global security, or by the Trustee by a method the Trustee deems to be fair
and appropriate, in the case of notes that are not represented by a global security.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection



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and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of
four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury
Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury
Dealer Quotation is received, such quotation.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.



     “Reference Treasury Dealer” means (i) each of J.P. Morgan Securities LLC, Banc of America
Securities LLC and Citigroup Global Markets Inc. (or their respective affiliates that are Primary
Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (ii) any other
Primary Treasury Dealer selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.



     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.



     If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to
redeem this series of Notes, the Company will make an offer to each holder of Notes to repurchase
all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of that
holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of
Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of
repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s
option, prior to any Change of Control, but after the public announcement of an impending Change of
Control, the Company will mail a



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notice to each holder, with a copy to the Trustee, describing the
transaction or transactions that constitute or may constitute the Change of Control Repurchase
Event and offering to repurchase Notes on the payment date specified in the notice, which date will
be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The
notice shall, if mailed prior to the date of consummation of the Change of Control, state that the
offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior
to the payment date specified in the notice.



     The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder, to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change of Control
Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict
with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with
the applicable securities laws and regulations and will not be deemed to have breached its
obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such
conflict.



     On the Change of Control Repurchase Event purchase date, the Company will, to the extent
lawful:




	•	 	accept for payment all Notes or portions of Notes (equal to $2,000 or in integral multiples
of $1,000 in excess thereof) properly tendered pursuant to the Company’s offer;
	 
	•	 	deposit with the paying agent an amount equal to the aggregate repurchase price in respect
of all Notes or portions of Notes properly tendered; and
	 
	•	 	deliver or cause to be delivered to the Trustee the Notes properly accepted, together with
an officers’ certificate stating the aggregate principal amount of Notes being purchased by
the Company.





     The paying agent will promptly mail to each holder of Notes properly tendered the repurchase
price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased
portion of any Notes surrendered; provided, that each new Note will be in a principal amount of
$1,000 or an integral multiple of $1,000.



     The Company will not be required to make an offer to repurchase the Notes upon a Change of
Control Repurchase Event if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made by the Company and such third party
purchases all Notes properly tendered and not withdrawn under its offer.



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     “Below Investment Grade Rating Event” means the Notes are rated below Investment Grade by each
of the Rating Agencies on any date from the date of the public notice of an arrangement that could
result in a Change of Control until the end of the 60-day period following public notice of the
occurrence of a Change of Control (which period shall be extended so long as the rating of the
Notes is under publicly announced consideration for possible downgrade by any of the Rating
Agencies).



     “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its subsidiaries taken as a whole
to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the
Company or one of its subsidiaries; (2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “person” (as that term is
used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly,
of more than 50% of the then outstanding number of shares of the Company’s Voting Stock; or (3) the
first day on which a majority of the members of the Company’s Board of Directors are not Continuing
Directors.



     “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who (1) was a member of such Board of Directors on the date of the
issuance of the Notes; or (2) was nominated for election or elected to such Board of Directors with
the approval of a majority of the Continuing Directors who were members of such Board of Directors
at the time of such nomination or election (either by a specific vote or by approval of the
Company’s proxy statement in which such member was named as a nominee for election as a director).



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Fitch” means Fitch Ratings Ltd.



     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under
any successor rating categories of S&P); and a rating of BBB- or better by Fitch (or its equivalent
under any successor rating categories of Fitch); or the equivalent investment grade credit rating
from any additional Rating Agency or Rating Agencies selected by the Company.



     “Moody’s” means Moody’s Investors Service Inc.



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     “Rating Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or
S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Company’s control, a “nationally recognized statistical rating organization” within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company as a
replacement agency for Fitch, Moody’s or S&P, as the case may be.



     “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.



     “Voting Stock” of any specified person means capital stock of any class or kind the holders of
which are ordinarily, in the absence of contingencies,
entitled to vote for the election of directors (or persons performing similar functions) of
such person, even if the right so to vote has been suspended by the happening of such a
contingency.



     The Notes will be subject to a special mandatory redemption in the event the Sale Agreement is
terminated or the Acquisition is not consummated on or prior to 11:59 p.m., New York City time, on
March 31, 2011 (a “Redemption Event”). In that event, the Notes will be redeemed at a special
mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of the Special Redemption Date (as defined below) (the “Special
Mandatory Redemption Price”).



     Upon the occurrence of a Redemption Event, the Company shall give written notice to the
Trustee, not later than 2:00 p.m., New York City time, on the immediately following Business Day,
that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day
following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail
notice of the foregoing redemption to the registered Holders of the Notes, specifying the
redemption date, which shall be the fifth Business Day following mailing of such notice (the
“Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of
the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the
Depository for the Notes on the Special Mandatory Redemption Date; provided, however, that the
Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption
Price by 10:00 a.m., New York City time, on the Special Redemption Date.



     “Acquisition” means the purchase of certain business entities and assets comprising Akzo Nobel
N.V.’s specialty starches business commonly known as “National Starch.”



     “Sale Agreement” means the International Share and Business Sale Agreement dated June 19, 2010
between the Company and Akzo Nobel N.V.



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     Notwithstanding any provision in the Indenture or any provision of this Note, the Holder of
this Note shall have the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and interest on this Note at the times, place and rate, and in
the coin or currency herein prescribed.



     This Note shall be governed by, and construed in accordance with, the laws of the state of New
York, without regard to principles of conflicts of laws.



     All terms used in this Note which are defined in the Indenture have the meanings assigned to
them in the Indenture.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.



	 	 	 	 	 
	 	CORN PRODUCTS INTERNATIONAL,
INC.

 	 
	 	By:  	/s/ Cheryl K. Beebe
 	 
	 	 	Name:  	Cheryl K. Beebe 	 
	 	 	Title:  	Vice President and
Chief Financial Officer 	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	/s/ Kimberly A. Hunter
 	 
	 	 	Name:  	Kimberly A. Hunter 	 
	 	 	Title:  	Corporate Treasurer 	 
	 



	 	 	 	 	 
	 	This is one of the Securities of
the series designated herein
referred to in the within-mentioned
Indenture.



THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.,

as Trustee




Dated:

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



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ASSIGNMENT FORM




To assign this Note, fill in the form below:



I or we assign and transfer this Note to









 








Insert assignee’s soc. sec. or tax I.D. no.



 
(Print or type assignee’s name, address and zip code)


 




 




and all rights thereunder and irrevocably appoint 

 



 




agent to transfer this Note on the books of the Company. The agent may substitute another to act
for him.



 




Dated:                                         




                                        




                                        



 

THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS IT APPEARS ON THE FIRST PAGE OF
THE WITHIN NOTE.





     THE SIGNATURE MUST BE GUARANTEED BY AN “ELIGIBLE GUARANTOR INSTITUTION” THAT IS A MEMBER OR
PARTICIPANT IN A “SIGNATURE GUARANTEE PROGRAM” (E.G., THE SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM, THE STOCK EXCHANGE MEDALLION PROGRAM OR THE NEW YORK STOCK EXCHANGE, INC. MEDALLION
PROGRAM).




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