EXHIBIT 4.10


 


EXECUTION VERSION


	
   

  



 


 


CORN PRODUCTS INTERNATIONAL,
INC.








 


PRIVATE SHELF AGREEMENT


 






 


$200,000,000




PRIVATE SHELF FACILITY




 


Dated as of March 25,
2010


 


	
   

  



 

















 


TABLE OF CONTENTS


(Not Part of Agreement)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  AUTHORIZATION
  OF ISSUE OF SHELF NOTES

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  PURCHASE
  AND SALE OF SHELF NOTES

  	
  2

  
	
   

  	
   

  	
   

  
	
   

  	
  2A.

  	
  Facility

  	
  2

  
	
   

  	
  2B.

  	
  Issuance
  Period

  	
  2

  
	
   

  	
  2C.

  	
  Request
  for Purchase

  	
  2

  
	
   

  	
  2D.

  	
  Rate
  Quotes

  	
  3

  
	
   

  	
  2E.

  	
  Acceptance

  	
  3

  
	
   

  	
  2F.

  	
  Market
  Disruption

  	
  3

  
	
   

  	
  2G.

  	
  Facility
  Closings

  	
  4

  
	
   

  	
  2H.

  	
  Fees

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  CONDITIONS
  OF CLOSING

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3A.

  	
  Certain
  Documents

  	
  6

  
	
   

  	
  3B.

  	
  Opinion
  of Prudential’s Special Counsel

  	
  7

  
	
   

  	
  3C.

  	
  Opinion
  of Company’s Counsel

  	
  7

  
	
   

  	
  3D.

  	
  Representations
  and Warranties; No Default; Satisfaction of Conditions

  	
  7

  
	
   

  	
  3E.

  	
  Purchase
  Permitted by Applicable Laws

  	
  8

  
	
   

  	
  3F.

  	
  Payment
  of Fees

  	
  8

  
	
   

  	
  3G.

  	
  Fees
  and Expenses

  	
  8

  
	
   

  	
  3H.

  	
  Proceedings

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  PREPAYMENTS

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4A.

  	
  Required
  Prepayments

  	
  8

  
	
   

  	
  4B.

  	
  Optional
  Prepayment With Yield-Maintenance Amount

  	
  8

  
	
   

  	
  4C.

  	
  Notice
  of Optional Prepayment

  	
  9

  
	
   

  	
  4D.

  	
  Application
  of Prepayments

  	
  9

  
	
   

  	
  4E.

  	
  Offer
  to Prepay Notes in the Event of a Change of Control

  	
  9

  
	
   

  	
  4F.

  	
  No
  Acquisition of Notes

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  AFFIRMATIVE
  COVENANTS

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5A.

  	
  Financial
  Statements

  	
  10

  
	
   

  	
  5B.

  	
  Information
  Required by Rule 144A

  	
  12

  
	
   

  	
  5C.

  	
  Inspection
  of Property

  	
  12

  
	
   

  	
  5D.

  	
  Covenant
  to Secure Notes Equally

  	
  12

  
	
   

  	
  5E.

  	
  Compliance
  with Law

  	
  12

  
	
   

  	
  5F.

  	
  Maintenance
  of Insurance

  	
  13

  
	
   

  	
  5G.

  	
  Maintenance
  of Properties

  	
  13

  
	
   

  	
  5H.

  	
  Payment
  of Taxes

  	
  13

  
	
   

  	
  5I.

  	
  Corporate
  Existence

  	
  13

  
	
   

  	
  5J.

  	
  Subsequent
  Guarantors

  	
  13

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  NEGATIVE
  COVENANTS

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6A.

  	
  Financial
  Covenants

  	
  14

  
	
   

  	
  6B.

  	
  Liens,
  Etc.

  	
  14

  
	
   

  	
  6C.

  	
  Mergers,
  Etc.

  	
  15

  
	
   

  	
  6D.

  	
  Debt

  	
  16

  
	
   

  	
  6E.

  	
  Change
  in Nature of Business

  	
  16

  
	
   

  	
  6G.

  	
  Terrorism
  Sanctions Regulations

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  EVENTS
  OF DEFAULT

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7A.

  	
  Acceleration

  	
  17

  
	
   

  	
  7B.

  	
  Rescission
  of Acceleration

  	
  19

  
	
   

  	
  7C.

  	
  Other
  Remedies

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  REPRESENTATIONS,
  COVENANTS AND WARRANTIES

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8A(1).

  	
  Organization

  	
  20

  
	
   

  	
  8A(2).

  	
  Power
  and Authority

  	
  20

  
	
   

  	
  8B.

  	
  Financial
  Statements

  	
  21

  
	
   

  	
  8C.

  	
  Actions
  Pending

  	
  21

  
	
   

  	
  8D.

  	
  Outstanding
  Debt

  	
  21

  
	
   

  	
  8E.

  	
  Title
  to Properties

  	
  22

  
	
   

  	
  8F.

  	
  Taxes

  	
  22

  
	
   

  	
  8G.

  	
  Conflicting
  Agreements and Other Matters

  	
  22

  
	
   

  	
  8H.

  	
  Offering
  of Notes

  	
  22

  
	
   

  	
  8I.

  	
  Use
  of Proceeds

  	
  23

  
	
   

  	
  8J.

  	
  ERISA

  	
  23

  
	
   

  	
  8K.

  	
  Governmental
  Consent

  	
  23

  
	
   

  	
  8L.

  	
  Compliance
  with Environmental and Other Laws

  	
  24

  
	
   

  	
  8M.

  	
  Regulatory
  Status

  	
  24

  
	
   

  	
  8N.

  	
  Permits
  and Other Operating Rights

  	
  24

  
	
   

  	
  8O.

  	
  Rule 144A

  	
  24

  
	
   

  	
  8P.

  	
  Foreign
  Assets Control Regulations, Etc.

  	
  24

  
	
   

  	
  8Q.

  	
  Disclosure

  	
  25

  
	
   

  	
  8R.

  	
  Hostile
  Tender Offers

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  REPRESENTATIONS
  OF EACH PURCHASER

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9A.

  	
  Nature
  of Purchase

  	
  25

  
	
   

  	
  9B.

  	
  Source
  of Funds

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  DEFINITIONS;
  ACCOUNTING MATTERS

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10A.

  	
  Yield-Maintenance
  Terms

  	
  27

  



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10B.

  	
  Other
  Terms

  	
  28

  
	
   

  	
  10C.

  	
  Accounting
  and Legal Principles, Terms and Determinations

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  MISCELLANEOUS

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11A.

  	
  Note
  Payments

  	
  38

  
	
   

  	
  11B.

  	
  Expenses

  	
  38

  
	
   

  	
  11C.

  	
  Confidentiality

  	
  39

  
	
   

  	
  11D.

  	
  Consent
  to Amendments

  	
  40

  
	
   

  	
  11E.

  	
  Form,
  Registration, Transfer and Exchange of Notes; Lost Notes

  	
  41

  
	
   

  	
  11F.

  	
  Persons
  Deemed Owners; Participations

  	
  41

  
	
   

  	
  11G.

  	
  Survival
  of Representations and Warranties; Entire Agreement

  	
  42

  
	
   

  	
  11H.

  	
  Successors
  and Assigns

  	
  42

  
	
   

  	
  11I.

  	
  Independence
  of Covenants

  	
  42

  
	
   

  	
  11J.

  	
  Notices

  	
  42

  
	
   

  	
  11K.

  	
  Payments
  Due on Non-Business Days

  	
  43

  
	
   

  	
  11L.

  	
  Satisfaction
  Requirement

  	
  43

  
	
   

  	
  11M.

  	
  GOVERNING
  LAW

  	
  43

  
	
   

  	
  11N.

  	
  SUBMISSION
  TO JURISDICTION; WAIVER OF JURY TRIAL

  	
  43

  
	
   

  	
  11O.

  	
  Severability

  	
  44

  
	
   

  	
  11P.

  	
  Descriptive
  Headings; Advice of Counsel; Interpretation

  	
  44

  
	
   

  	
  11Q.

  	
  Counterparts;
  Facsimile or Electronic Signatures

  	
  45

  
	
   

  	
  11R.

  	
  Severalty
  of Obligations

  	
  45

  
	
   

  	
  11S.

  	
  Independent
  Investigation

  	
  45

  
	
   

  	
  11T.

  	
  Directly
  or Indirectly

  	
  45

  
	
   

  	
  11U.

  	
  Binding Agreement

  	
  45

  



 


iii

















 


EXHIBITS AND SCHEDULES


 


PURCHASER SCHEDULE

INFORMATION SCHEDULE


 


	
  EXHIBIT
  A

  	
  —

  	
  FORM OF
  SHELF NOTE

  
	
  EXHIBIT
  B

  	
  —

  	
  FORM OF
  REQUEST FOR PURCHASE

  
	
  EXHIBIT
  C

  	
  —

  	
  FORM OF
  CONFIRMATION OF ACCEPTANCE

  
	
  EXHIBIT
  D-1

  	
  —

  	
  FORM OF
  OPINION OF COMPANY GENERAL COUNSEL

  
	
  EXHIBIT
  D-2

  	
  —

  	
  FORM OF
  OPINION OF COMPANY OUTSIDE COUNSEL

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  8G

  	
   

  	
  AGREEMENTS
  RESTRICTING INDEBTEDNESS

  



 


iv

















 


CORN PRODUCTS INTERNATIONAL,
INC.

5 Westbrook Corporate Center

Westchester, IL 60154


 


As of March 25, 2010


 


Prudential Investment
Management, Inc. (“Prudential”)


 


Each Prudential Affiliate
(as hereinafter
    defined) which becomes bound by
certain
    provisions of this Agreement as
hereinafter
    provided


 


c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

Chicago, Illinois 60601


 


Ladies and Gentlemen:


 


The undersigned, Corn
Products International, Inc., a Delaware corporation (herein called the “Company”), hereby agrees with you as set
forth below.  Reference is made to
paragraph 10 hereof for definitions of capitalized terms used herein and not
otherwise defined herein.


 


1.                                      AUTHORIZATION OF ISSUE OF SHELF NOTES.  The Company will authorize
the issue of its senior promissory notes (the “Shelf Notes”) in the aggregate principal amount of
$200,000,000, to be dated the date of issue thereof, to mature, in the case of
each Shelf Note so issued, no more than 12 years after the date of original
issuance thereof, to have an average life, in the case of each Shelf Note so
issued, of no less than 6 years and no more than 10 years after the date of
original issuance thereof, to bear interest on the unpaid balance thereof from
the date thereof at the rate per annum, and to have such other particular
terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation
of Acceptance with respect to such Shelf Note delivered pursuant to
paragraph 2E, and to be substantially in the form of Exhibit A
attached hereto.  The terms “Shelf Note”, “Note”,
“Shelf Notes” and “Notes” as used herein shall include each Shelf Note
delivered pursuant to any provision of this Agreement and each Shelf Note
delivered in substitution or exchange for any such Shelf Note pursuant to any
such provision.  Notes which have (i) the
same final maturity, (ii) the same principal prepayment dates, (iii) the
same principal prepayment amounts (as a percentage of the original principal
amount of each Note), (iv) the same interest rate, (v) the same
interest payment periods and (vi) the same date of issuance (which, in the
case of a Note issued in exchange for another Note, shall be deemed for these
purposes the date on which such Note’s ultimate predecessor Note was issued),
are herein called a “Series” of
Notes.


 

















 


2.                                      PURCHASE AND SALE OF SHELF NOTES.


 


2A.                             Facility.  Prudential
is willing to consider, in its sole discretion and within limits which may be
authorized for purchase by Prudential Affiliates from time to time, the
purchase of Shelf Notes pursuant to this Agreement.  The willingness of Prudential to consider
such purchase of Shelf Notes is herein called the “Facility”.  At any time,
the aggregate principal amount of Shelf Notes stated in paragraph 1, minus the
aggregate principal amount of Shelf Notes purchased and sold pursuant to this
Agreement prior to such time, minus the aggregate principal amount of Accepted
Notes (as hereinafter defined) which have not yet been purchased and sold
hereunder prior to such time, is herein called the “Available Facility Amount” at such time.  NOTWITHSTANDING THE
WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL
AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT
NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR
ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER
TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL
IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL
AFFILIATE.


 


2B.                             Issuance Period.  Shelf
Notes may be issued and sold pursuant to this Agreement until the earlier of (i) the
third anniversary of the date of this Agreement (or if the date of such
anniversary is not a Business Day, the Business Day next preceding such
anniversary), (ii) the 30th day after
Prudential shall have given to the Company, or the Company shall have given to
Prudential, a written notice stating that it elects to terminate the issuance
and sale of Shelf Notes pursuant to this Agreement (or if such 30th day is not a Business Day, the Business Day
next preceding such 30th day), (iii) the last Closing Day after
which there is no Available Facility Amount, (iv) the termination of the
Facility under paragraph 7A of this Agreement, and (v) the acceleration of
any Note under paragraph 7A of this Agreement. 
The period during which Shelf Notes may be issued and sold pursuant to
this Agreement is herein called the “Issuance
Period”.


 


2C.                             Request for Purchase.  The Company may from time to time during the
Issuance Period make requests for purchases of Shelf Notes (each such request
being herein called a “Request for Purchase”).  Each Request for Purchase shall be made to
Prudential by electronic mail (email), facsimile transmission or overnight
delivery service, and shall (i) specify the aggregate principal amount of
Shelf Notes covered thereby, which shall not be less than $10,000,000, and not
be greater than the Available Facility Amount at the time such Request for
Purchase is made, (ii) specify the principal amounts, final maturities
(which shall be no more than 12 years from the date of issuance), average life
(which shall be no less than 6 years and no more than 10 years from the date of
issuance), principal prepayment dates (if any) and amounts and interest payment
periods (quarterly or semi-annually in arrears) of the Shelf Notes covered
thereby, (iii) specify the use of proceeds of such Shelf Notes, (iv) specify
the proposed day for the closing of the purchase and sale of such Shelf Notes,
which shall be a Business Day during the Issuance Period not less than 10 days
and not more than 25 days after the making of such Request for Purchase, (v) specify
the number of the account and the name and address of the depository
institution to which the purchase prices of such Shelf Notes are to be
transferred on the Closing Day for such purchase and sale, (vi) certify
that the representations and warranties 


 


2

















 


contained
in paragraph 8 are true on and as of the date of such Request for Purchase and
that there exists on the date of such Request for Purchase no Event of Default
or Default, and (vii) be substantially in the form of Exhibit B
attached hereto.  Each Request for
Purchase shall be in writing and shall be deemed made when received by
Prudential.


 


2D.                             Rate Quotes.  Not later
than five Business Days after the Company shall have given Prudential a Request
for Purchase pursuant to paragraph 2C, Prudential shall either (i) provide
to the Company by telephone, electronic mail (email) or facsimile transmission,
in each case between 9:30 A.M. and 1:30 P.M. New York City local time
(or such later time as Prudential may elect) interest rate quotes for the
several principal amounts, maturities, principal prepayment schedules and
interest payment periods of Shelf Notes specified in such Request for
Purchase.  Each quote shall represent the
interest rate per annum payable on the outstanding principal balance of such
Shelf Notes at which a Prudential Affiliate or Affiliates would be willing to
purchase such Shelf Notes at 100% of the principal amount thereof or (ii) inform
the Company that it will not be providing such interest rate quotes.


 


2E.                               Acceptance.  Within the
Acceptance Window with respect to any interest rate quotes provided pursuant to
paragraph 2D, the Company may, subject to paragraph 2F, elect to accept such
interest rate quotes as to not less than $10,000,000 aggregate principal amount
of the Shelf Notes specified in the related Request for Purchase.  Such election shall be made by an Authorized
Officer of the Company notifying Prudential by telephone or facsimile
transmission within the Acceptance Window that the Company elects to accept
such interest rate quotes, specifying the Shelf Notes (each such Shelf Note
being herein called an “Accepted Note”)
as to which such acceptance (herein called an “Acceptance”) relates. 
The day the Company notifies Prudential of an Acceptance with respect to
any Accepted Notes is herein called the “Acceptance
Day” for such Accepted Notes. 
Any interest rate quotes as to which Prudential does not receive an
Acceptance within the Acceptance Window shall expire, and no purchase or sale
of Shelf Notes hereunder shall be made based on such expired interest rate
quotes.  Subject to paragraph 2F and the
other terms and conditions hereof, the Company agrees to sell to a Prudential
Affiliate or Affiliates, and Prudential agrees to cause the purchase by a
Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the
principal amount of such Notes. As soon as practicable following the Acceptance
Day, the Company and each Prudential Affiliate which is to purchase any such
Accepted Notes will execute a confirmation of such Acceptance substantially in
the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”).  If the Company should fail to execute and
return to Prudential within three Business Days following the Company’s receipt
thereof a Confirmation of Acceptance with respect to any Accepted Notes,
Prudential or any Prudential Affiliate may at its election at any time prior to
Prudential’s receipt thereof cancel the closing with respect to such Accepted
Notes by so notifying the Company in writing.


 


2F.                               Market Disruption. 
Notwithstanding the provisions of paragraph 2E, if Prudential shall have
provided interest rate quotes pursuant to paragraph 2D and thereafter prior to
the time an Acceptance with respect to such quotes shall have been notified to
Prudential in accordance with paragraph 2E the domestic market for U.S.
Treasury securities or other financial instruments shall have closed or there
shall have occurred a general suspension, material limitation, or significant
disruption of trading in securities generally on the New York Stock Exchange or
in the domestic market for U.S. Treasury securities or other financial
instruments, 


 


3

















 


then
such interest rate quotes shall expire, and no purchase or sale of Shelf Notes
hereunder shall be made based on such expired interest rate quotes.  If the Company thereafter notifies Prudential
of the Acceptance of any such interest rate quotes, such Acceptance shall be
ineffective for all purposes of this Agreement, and Prudential shall promptly
notify the Company that the provisions of this paragraph 2F are applicable with
respect to such Acceptance.


 


2G.                             Facility Closings.  Not
later than 11:30 A.M. (New York City local time) on the Closing Day for
any Accepted Notes, the Company will deliver to each Purchaser listed in the
Confirmation of Acceptance relating thereto at the offices of Prudential Capital
Group, 180 North Stetson Street, Suite 5600, Chicago, Illinois 60601,
Attention:  Law Department, or at such
other place as Prudential may have directed, the Accepted Notes to be purchased
by such Purchaser in the form of one or more Notes in authorized denominations
as such Purchaser may request for each Series of Accepted Notes to be
purchased on the Closing Day, dated the Closing Day and registered in such
Purchaser’s name (or in the name of its nominee), against payment of the
purchase price thereof by transfer of immediately available funds for credit to
the Company’s account specified in the Request for Purchase of such Notes.  If the Company fails to tender to any
Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled
Closing Day for such Accepted Notes as provided above in this paragraph 2G, or
any of the conditions specified in paragraph 3 shall not have been fulfilled by
the time required on such scheduled Closing Day, the Company shall, prior to
1:00 P.M., New York City local time, on such scheduled Closing Day notify
Prudential (which notification shall be deemed received by each Purchaser) in
writing whether (i) such closing is to be rescheduled (such rescheduled
date to be a Business Day during the Issuance Period not less than one Business
Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to
Prudential (which certification shall be for the benefit of each Purchaser)
that the Company reasonably believes that it will be able to comply with the
conditions set forth in paragraph 3 on such Rescheduled Closing Day and that
the Company will pay the Delayed Delivery Fee in accordance with paragraph 2H(iii) or
(ii) such closing is to be canceled. 
In the event that the Company shall fail to give such notice referred to
in the preceding sentence, Prudential (on behalf of each Purchaser) may at its
election, at any time after 1:00 P.M., New York City local time, on such
scheduled Closing Day, notify the Company in writing that such closing is to be
canceled.  Notwithstanding anything to
the contrary appearing in this Agreement, the Company may not elect to
reschedule a closing with respect to any given Accepted Notes on more than one
occasion, unless Prudential shall have otherwise consented in writing.


 


2H.                             Fees.


 


2H(i).                 Structuring Fee.  At
the time of the execution of this Agreement by the Company and Prudential, the
Company will pay to each Purchaser by wire transfer of immediately available
funds, such Purchaser’s ratable portion (in proportion to the aggregate
principal amount of the Notes to be purchased by such Purchaser) of a
structuring fee (herein called the “Structuring
Fee”) in the aggregate amount for all Purchasers, of $200,000.


 


2H(ii).             Issuance
Fee.  The Company will pay to each
Purchaser in immediately available funds a fee (herein called the “Issuance Fee”) on each Closing Day in an
amount equal to 0.10% of the aggregate principal amount of Shelf Notes sold to
such Purchaser on such Closing Day, provided, however, that no Issuance Fee
shall be due with respect to the initial issuance of any 


 


4

















 


Shelf
Notes pursuant to this Agreement if the Closing Day for such Shelf Notes is on
or before June 23, 2010.


 


2H(iii).         Delayed
Delivery Fee.  If the
closing of the purchase and sale of any Accepted Note is delayed for any reason
beyond the 42nd day following the Acceptance Day for such Accepted Note, the
Company will pay to the Purchaser which shall have agreed to purchase such
Accepted Note (a) on the Cancellation Date or actual closing date of such
purchase and sale and (b) if earlier, the next Business Day following 90
days after the Acceptance Day for such Accepted Note and on each Business Day
following 90 days after the prior payment hereunder, a fee (herein called the “Delayed Delivery Fee”) calculated as
follows:


 


(BEY — MMY) X DTS/360 X PA


 


where “BEY” means Bond Equivalent Yield, i.e.,
the bond equivalent yield per annum of such Accepted Note; “MMY” means Money Market Yield, i.e., the
yield per annum on a commercial paper investment of the highest quality
selected by Prudential and having a maturity date or dates the same as, or
closest to, the Rescheduled Closing Day or Rescheduled Closing Days for such
Accepted Note (a new alternative investment being selected by Prudential each
time such closing is delayed); “DTS”
means Days to Settlement, i.e., the number of actual days elapsed from and
including the 42nd day after the Acceptance Day for such Accepted Note (in the
case of the first such payment with respect to such Accepted Note) or from and
including the date of the next preceding payment (in the case of any subsequent
Delayed Delivery Fee payment with respect to such Accepted Note) to but
excluding the date of such payment; and “PA”
means Principal Amount, i.e., the principal amount of the Accepted Note for
which such calculation is being made.  In
no case shall the Delayed Delivery Fee be less than zero.  Nothing contained herein shall obligate any Purchaser
to purchase any Accepted Note on any day other than the Closing Day for such
Accepted Note, as the same may be rescheduled from time to time in compliance
with paragraph 2G.


 


2H(iv).            Cancellation
Fee.  If the Company at any time
notifies Prudential in writing that the Company is canceling the closing of the
purchase and sale of any Accepted Note, or if Prudential notifies the Company
in writing under the circumstances set forth in the last sentence of paragraph
2E or the penultimate sentence of paragraph 2G that the closing of the purchase
and sale of such Accepted Note is to be canceled, or if the closing of the
purchase and sale of such Accepted Note is not consummated on or prior to the
last day of the Issuance Period (the date of any such notification or the last
day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay
to the Purchaser which shall have agreed to purchase such Accepted Note in
immediately available funds an amount (the “Cancellation
Fee”) calculated as follows:


 


PI X PA


 


where “PI” means Price Increase, i.e., the
quotient (expressed in decimals) obtained by dividing (a) the excess of
the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on
the Cancellation Date over the bid price (as determined by Prudential) of the
Hedge Treasury Notes(s) on the Acceptance Day for such Accepted Note by (b) such
bid price; and “PA” has the
meaning ascribed to it in paragraph 2H(iii). 
The foregoing bid and ask prices shall be as reported


 


5

















 


on the Bloomberg Financial
Markets service provided by Bloomberg L.P. (or, if such data for any reason
ceases to be available through Bloomberg Financial Markets, any publicly
available source of similar market data). 
Each price shall be based on a U.S. Treasury security having a par value
of $100.00 and shall be rounded to the second decimal place.  In no case shall the Cancellation Fee be less
than zero.


 


3.                                      CONDITIONS OF CLOSING.  Each Purchaser’s obligation to purchase and
pay for the Notes to be purchased by such Purchaser hereunder on any Closing
Day is subject to the satisfaction, on or before such Closing Day, of the
following conditions:


 


3A.                             Certain Documents.  Such
Purchaser shall have received original counterparts or, if satisfactory to such
Purchaser, certified or other copies of all of the following, each duly
executed and delivered by the party or parties thereto, in form and substance
satisfactory to such Purchaser dated the date of the applicable Closing Day
unless otherwise indicated, and, on the applicable Closing Day, in full force
and effect with no event having occurred and being then continuing that would
constitute a default thereunder or constitute or provide the basis for the
termination thereof:


 


(i)                                     The Note(s) to
be purchased by such Purchaser on such Closing Day in substantially the form of
Exhibit A;


 


(ii)                                  a Secretary’s
Certificate signed by the Secretary or an Assistant Secretary and one other
officer of the Company certifying, among other things, (a) as to the
names, titles and true signatures of the officers of the Company authorized to
sign the Notes being delivered on such Closing Day and the other documents to
be delivered in connection with this Agreement and the other Transaction
Documents to which the Company is a party, (b) that attached thereto is a
true, accurate and complete copy of the certificate of incorporation or other
formation documents of the Company certified by the Secretary of State of the
state of organization of the Company as of a recent date, (c) that
attached thereto is a true, accurate and complete copy of the by-laws,
operating agreement or other organizational documents of the Company which were
duly adopted and are in effect as of such Closing Day and have been in effect
immediately prior to and at all times since the adoption of the resolutions
referred to in clause (d), below, (d) that attached thereto is a true,
accurate and complete copy of the resolutions of the board of directors or
other managing body of the Company duly adopted at a meeting or by unanimous
written consent of such board of directors or other managing body, authorizing
the execution, delivery and performance of this Agreement, the Notes or other
Transaction Documents to which the Company is a party, being delivered on such
Closing Day and the other documents to be delivered in connection with this
Agreement and such other Transaction Documents to which the Company is a party,
and that such resolutions have not been amended, modified, revoked or
rescinded, and are in full force and effect and are the only resolutions of the
shareholders, partners or members of the Company or of such board of directors
or other managing body or any committee thereof relating to the subject matter
thereof, (e) this Agreement, the Notes and the other Transaction Documents
being delivered on such Closing Day and the other documents to be delivered in
connection with this Agreement and the other Transaction Documents executed and
delivered to such Purchaser by the Company are in the form approved by its 


 


6

















 


board
of directors or other managing body in the resolutions referred to in clause
(d), above and (f) that no dissolution or liquidation proceedings as to
the Company or any Subsidiary have been commenced or are contemplated;
provided, however, that with respect to any Closing Day subsequent to the
initial Closing Day, if none of the matters certified to in the certificate
delivered by the Company under this clause (ii) on any prior Closing Day
have changed and the resolutions referred to in sub-clause (d) of this
clause (ii) authorize the execution and delivery of the Notes being
delivered on such subsequent Closing Day, then the Company may, in lieu of the
certificate described above, deliver a Secretary’s Certificate signed by its
Secretary or Assistant Secretary certifying that there have been no changes to
the matters certified to in the certificate delivered by the Company delivered
on such prior Closing Day under this clause (ii);


 


(iii)                               a certificate
of corporate good standing for the Company from the Secretary of State of
Delaware and of each state in which the Company is required to be qualified to
transact business as a foreign organization, in each case dated as of a recent
date except to the extent that failure to so qualify would not, individually or
in the aggregate, have a Material Adverse Effect; and


 


(iv)                              such other
certificates, documents and agreements as such Purchaser may reasonably
request.


 


3B.                             Opinion of Prudential’s Special Counsel.  Such Purchaser shall have received from Wiley
S. Adams, Vice President and Corporate Counsel of Prudential, or such other
counsel who is acting as special counsel for such Purchaser in connection with
this transaction, a favorable opinion satisfactory to such Purchaser as to such
matters incident to the matters herein contemplated as it may reasonably
request.


 


3C.                             Opinion of Company’s Counsel.  Such Purchaser shall have received from Mary
Ann Hynes, General Counsel of the Company, and Sidley Austin LLP, special
counsel for the Company (or such other counsel designated by the Company and
acceptable to such Purchaser), a favorable opinion satisfactory to such
Purchaser, dated such Closing Day, and substantially in the form of Exhibit D
attached hereto and as to such other matters as such Purchaser may reasonably
request.  The Company, by its execution
hereof, hereby requests and authorizes such special counsel to render such
opinions and to allow such Purchaser to rely on such opinions, agrees that the
issuance and sale of any Notes will constitute a reconfirmation of such request
and authorization, and understands and agrees that each Purchaser receiving
such an opinion will and is hereby authorized to rely on such opinion.


 


3D.                             Representations and Warranties; No Default; Satisfaction of Conditions.  The representations and warranties contained
in paragraph 8 shall be true on and as of such Closing Day, both before and
immediately after giving effect to the issuance of the Notes to be issued on
such Closing Day and to the consummation of any other transactions contemplated
hereby; there shall exist on such Closing Day no Event of Default or Default,
both before and immediately after giving effect to the issuance of the Notes to
be issued on such Closing Day and to the consummation of any other transactions
contemplated hereby; the Company shall have performed all agreements and
satisfied all conditions required under this Agreement to be 


 


7
















 


performed
or satisfied on or before such Closing Day; and the Company shall have
delivered to such Purchaser an Officer’s Certificate, dated such Closing Day,
to each such effect.


 


3E.                               Purchase Permitted by Applicable Laws.  The purchase of and payment for the Notes to
be purchased by such Purchaser on such Closing Day on the terms and conditions
herein provided (including the use of the proceeds of such Notes by the
Company) shall not violate any applicable law or governmental regulation
(including, without limitation, Section 5 of the Securities Act or
Regulation T, U or X of the Board of Governors of the Federal Reserve System)
and shall not subject such Purchaser to any tax, penalty, liability or other
onerous condition under or pursuant to any applicable law or governmental
regulation, and such Purchaser shall have received such certificates or other
evidence as it may request to establish compliance with this condition.  All necessary authorizations, consents, approvals,
exceptions or other actions by or notices to or filings with any court or
administrative or governmental body or other Person required in connection with
the execution, delivery and performance of this Agreement and the Notes to be
issued on such Closing Day or the consummation of the transactions contemplated
hereby or thereby shall have been issued or made, shall be final and in full
force and effect and shall be in form and substance satisfactory to such
Purchaser.


 


3F.                               Payment of Fees.  The
Company shall have paid to such Purchaser in immediately available funds any
fees due it pursuant to or in connection with this Agreement, including any
Structuring Fee due pursuant to paragraph 2H(i), any Issuance Fee due pursuant
to paragraph 2H(ii) and any Delayed Delivery Fee due pursuant to paragraph
2H(iii).


 


3G.                             Fees and Expenses. 
Without limiting the provisions of paragraph 11B hereof, the Company
shall have paid the reasonable fees, charges and disbursements of any special
counsel to the Purchasers in connection with this Agreement or the transactions
contemplated hereby.


 


3H.                             Proceedings.  All
corporate and other proceedings taken or to be taken in connection with the
transactions contemplated hereby and all documents incident thereto shall be
satisfactory in substance and form to such Purchaser, and such Purchaser shall
have received all such counterpart originals or certified or other copies of
such documents as it may reasonably request.


 


4.                                      PREPAYMENTS.  Any Shelf
Notes shall be subject to prepayment only with respect to the required prepayments
specified in paragraph 4A and paragraph 4E, the optional prepayments permitted
by paragraph 4B, and upon acceleration pursuant to paragraph 7A.


 


4A.                             Required Prepayments.  Each Series of
Shelf Notes shall be subject to required prepayments, if any, set forth in the
Notes of such Series.


 


4B.                             Optional Prepayment With Yield-Maintenance Amount.  The Notes of each Series shall be
subject to prepayment, in whole at any time or from time to time in part (in
integral multiples of $1,000,000 and in a minimum amount of $5,000,000 on any
one occurrence), at the option of the Company, at 100% of the principal amount
so prepaid plus interest thereon to the prepayment date and the
Yield-Maintenance Amount, if any, with respect to each such Note.  Any partial prepayment of a Series of
Notes pursuant to this paragraph 4B 


 


8

















 


shall
be applied in satisfaction of required payments of principal thereof (including
the required payment of principal due upon the maturity thereof) in inverse
order of their scheduled due dates.


 


4C.                             Notice of Optional Prepayment.  The Company shall give the holder of each
Note of a Series to be prepaid pursuant to paragraph 4B irrevocable
written notice of such prepayment not less than 30 days prior to the prepayment
date (which shall be a Business Day), specifying such prepayment date and the
aggregate principal amount of the Notes of such Series, and the Notes of such Series held
by such holder, to be prepaid on such date, and stating that such prepayment is
to be made pursuant to paragraph 4B. 
Notice of prepayment having been given as aforesaid, the principal
amount of the Notes specified in such notice, together with interest thereon to
the prepayment date and together with the Yield-Maintenance Amount, if any,
with respect thereto, shall become due and payable on such prepayment
date.  The Company shall, on or before
the day on which it gives written notice of any prepayment pursuant to
paragraph 4B, give telephonic notice of the principal amount of the Notes to be
prepaid and the prepayment date to each Significant Holder which shall have
designated a recipient of such notices in the Purchaser Schedule attached
hereto or the applicable Confirmation of Acceptance or by notice in writing to
the Company.


 


4D.                           Application
of Prepayments.  In the case
of each prepayment of less than the entire outstanding principal amount of all
Notes of any Series pursuant to paragraphs 4A or 4B, the principal amount
so prepaid shall be allocated pro rata to all Notes of such Series at the
time outstanding in proportion to the respective outstanding principal amounts
thereof.


 


4E.                             Offer to Prepay Notes in the Event of a Change of Control.


 


4E(1).                Notice of Change of Control.  The Company
will, at least 30 days prior to any impending Change of Control, or if later
promptly after the first public announcement of any impending Change of
Control, give written notice of such Change of Control to each holder of the
Notes.  Such notice shall contain and
constitute an offer to prepay the Notes as described in paragraph 4E(3) and
shall be accompanied by the certificate described in paragraph 4E(6).  The notice shall state that the offer to
prepay is conditioned on the occurrence of the Change of Control.


 


4E(2).                Notice of Acceptance of Offer under Paragraph 4E(1).  Unless the Company shall
have received an acceptance to an offer to prepay Notes under paragraph 4E(1) from
all of the holders of the Notes, the Company will, no later than five Business
Days prior to the prepayment date, give written notice thereof, stating each
holder of Notes that has given an acceptance to such offer, to each holder of
Notes that shall not have accepted such offer to prepay as of the date such
notice shall be given.


 


4E(3).                Offer to Prepay Notes.  The offer to
prepay Notes contemplated by paragraph 4E(1) shall be an offer to prepay,
in accordance with and subject to this paragraph 4E, all, but not less than
all, of the Notes held by each holder (in this case only, “holder” in respect
of any Note registered in the name of a nominee for a disclosed beneficial
owner shall mean such beneficial owner) at the time of the occurrence of the
Change of Control.


 


9

















 


4E(4).                Rejection; Acceptance.  A holder of
Notes may accept or reject the offer to prepay made pursuant to this paragraph
4E by causing a notice of such acceptance or rejection to be delivered to the
Company prior to the prepayment date.  A
failure by a holder of Notes to so respond to an offer to prepay made pursuant
to this paragraph 4E shall be deemed to constitute an acceptance of such offer
by such holder.


 


4E(5).                Prepayment.  Prepayment of
the Notes to be prepaid pursuant to this paragraph 4E shall be at 100% of the
principal amount of such Notes, together with interest on such Notes accrued to
the date of prepayment and the Yield-Maintenance Amount, if any, with respect
thereto.  The prepayment shall be made at
the time of occurrence of a Change of Control.


 


4E(6).                Officer’s Certificate.  Each offer to
prepay the Notes pursuant to this paragraph 4E shall be accompanied by a
certificate, executed by a Authorized Officer of the Company and dated the date
of such offer, specifying (i) the expected prepayment date (which shall be
the date of the Change of Control), (ii) that such offer is made pursuant
to this paragraph 4E, (iii) the principal amount of each Note offered to
be prepaid, (iv) the interest that would be due on each Note offered to be
prepaid, accrued to the prepayment date, and (v) in reasonable detail and
the nature of the Change of Control.


 


4F.                               No Acquisition of Notes.  The Company shall not, and shall not permit
any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole
or in part prior to their stated final maturity (other than by prepayment
pursuant to paragraph 4A or 4B, upon acceptance of an offer to prepay pursuant
to paragraph 4E, or upon acceleration of such final maturity pursuant to
paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes
of any Series held by any holder unless the Company or such Subsidiary or
Affiliate shall have offered to prepay or otherwise retire or purchase or
otherwise acquire, as the case may be, the same proportion of the aggregate
principal amount of Notes of such Series held by each other holder of
Notes of such Series at the time outstanding upon the same terms and
conditions.  Any Notes so prepaid or
otherwise retired or purchased or otherwise acquired by the Company or any of
its Subsidiaries or Affiliates shall not be deemed to be outstanding for any
purpose under this Agreement.


 


5.                                      AFFIRMATIVE COVENANTS.  During the Issuance Period and so long
thereafter as any Note is outstanding and unpaid, the Company covenants as
follows:


 


5A.                             Financial Statements.  The Company covenants that it will deliver to
each Significant Holder in duplicate:


 


(i)                                     as soon as
practicable and in any event within 45 days after the end of each quarterly
period (other than the last quarterly period) in each fiscal year, consolidated
statements of income, stockholders’ equity and cash flows of the Company and
its Subsidiaries for the period from the beginning of the current fiscal year
to the end of such quarterly period, and a consolidated balance sheet of the
Company and its Subsidiaries as at the end of such quarterly period, prepared
in accordance with generally accepted accounting principles applicable to
quarterly financial statements and certified in a customary manner by an
authorized financial officer of the Company; provided, however, that delivery
within the time period specified above pursuant to clause (iii) 


 


10

















 


below
of copies of the Quarterly Report on Form 10-Q of the Company for such
quarterly period (including all financial statement exhibits and financial
statements incorporated by reference therein) prepared in compliance with the
requirements therefor and filed with the Securities and Exchange Commission
shall be deemed to satisfy the requirements of this clause (i), provided, further, that
the Company shall be deemed to have made such delivery of such Form 10-Q
if it shall have made such Form 10-Q available on “EDGAR” by the time
required above (such availability thereof being referred to as “Electronic Delivery”);


 


(ii)                                  as soon as
practicable and in any event within 90 days after the end of each fiscal year,
a copy of the year-end financial statements for such year for the Company and
its Subsidiaries, prepared in accordance with generally accepted accounting
principles and certified in a manner acceptable to Prudential and the Required
Holder(s) by independent public accountants of recognized national
standing selected by the Company and acceptable to Prudential and the Required
Holder(s), which acceptance by Prudential and the Required Holder(s) not
be unreasonably withheld; provided, however, that delivery within the time
period specified above pursuant to clause (iii) below of copies of the
Annual Report on Form 10-K of the Company for such fiscal year (including
all financial statement exhibits and all financial statements incorporated by
reference therein) prepared in compliance with the requirements therefor and
filed with the Securities and Exchange Commission shall be deemed to satisfy
the requirements of this clause (ii), provided, further that the Company shall be deemed to have made such
delivery of such Form 10-K if it shall have made Electronic Delivery
thereof by the time required above;


 


(iii)                               promptly after
the sending or filing thereof, copies of all reports which the Company sends to
any of its security holders, and copies of all reports and registration
statements which the Company files with the Securities and Exchange Commission;
provided that the Company shall be deemed to have made such delivery of any
such report or registration statement if it shall have made Electronic Delivery
thereof and shall have given Prudential and each Significant Holder notice of
such availability on EDGAR in connection with each delivery by the time
required hereby; and


 


(iv)                              with reasonable
promptness, such other information as Prudential and the Required Holder(s) may
reasonably request.


 


Together with each delivery
of financial statements required by clauses (i) and (ii) above, the
Company will deliver to each Significant Holder an Officer’s Certificate
demonstrating (with computations in reasonable detail) compliance by the
Company and its Subsidiaries with the provisions of paragraphs 6A(1) and
6A(2), and stating that there exists no Event of Default or Default, or, if any
Event of Default or Default exists, specifying the nature and period of
existence thereof and what action the Company proposes to take with respect
thereto.  The Company also covenants that
promptly after any Responsible Officer obtains knowledge of an Event of Default
or Default, it will deliver to each Significant Holder an Officer’s Certificate
specifying the nature and period of existence thereof and what action the
Company proposes to take with respect thereto.


 


11

















 


5B.                             Information Required by Rule 144A.  The Company covenants that it will, upon the
request of the holder of any Note, provide such holder, and any qualified
institutional buyer designated by such holder, such financial and other information
as such holder may reasonably determine to be necessary in order to permit
compliance with the information requirements of Rule 144A(d)(4) under
the Securities Act in connection with the resale of Notes, except at such times
as the Company is subject to and in compliance with the reporting requirements
of section 13 or 15(d) of the Exchange Act.  For the purpose of this paragraph 5B, the
term “qualified institutional buyer” shall have the meaning specified in Rule 144A
under the Securities Act.


 


5C.                             Inspection of Property.  The Company covenants that it will permit any
Person designated by Prudential or the Required Holder(s) in writing, at
it or their expense if no Default or Event of Default exists and at the Company’s
expense if a Default or an Event of Default exists, to visit and inspect any of
the properties of the Company and its Subsidiaries, to examine the corporate
books and financial records of the Company and its Subsidiaries and make copies
thereof or extracts therefrom and to discuss the affairs, finances and accounts
of any of such corporations with the principal officers of the Company and its
independent public accountants (and by this provision the Company authorizes
said accountants to discuss the affairs, finances and accounts of the Company
and its Subsidiaries with any such Person), all at such reasonable times and as
often as Prudential or the Required Holder(s) may reasonably request and
provided that any Confidential Information provided to any such Person shall be
subject to the provisions of paragraph 11C, such Person shall have been made
aware of the provisions of paragraph 11C, and any breach of the provisions of
paragraph 11C by such Person shall be deemed a breach of paragraph 11C by
Prudential or the Required Holder(s) who designated such Person.


 


5D.                             Covenant to Secure Notes Equally.  The Company covenants that, if it or any
Subsidiary shall create or assume any Lien upon any of its property or assets,
whether now owned or hereafter acquired, other than Liens permitted by the
provisions of paragraph 6B (unless prior written consent to the creation or
assumption thereof shall have been obtained pursuant to paragraph 11D), it will
make or cause to be made effective provision whereby the Notes will be secured
by such Lien equally and ratably with any and all other Debt thereby secured so
long as any such other Debt shall be so secured; provided that the creation and
maintenance of such equal and ratable Lien shall not in any way limit or modify
the right of the holders of the Notes to enforce the provisions of paragraph
6B.


 


5E.                               Compliance with Law.  The Company covenants that it will, and will
cause each of its Subsidiaries to, comply with all laws, ordinances or
governmental rules or regulations to which each of them is subject,
including, without limitation, environmental laws, and will obtain and maintain
in full force and effect all licenses, certificates, permits, franchises,
operating rights and other authorizations from federal, state, foreign,
regional, municipal and other local regulatory bodies or administrative
agencies or governmental bodies having jurisdiction over the Company and its
Subsidiaries or any of their respective properties necessary to the ownership,
operation or maintenance of their respective properties or to the conduct of
their respective businesses, in each case except to the extent that
non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in full force and effect such
licenses, certificates, permits, franchises, operating rights and other
authorizations would not, individually or in the aggregate, have a Material
Adverse Effect.


 


12

















 


5F.                               Maintenance of Insurance.  The Company covenants that it will, and will
cause each of its Subsidiaries to, maintain, with responsible and reputable
insurers, insurance with respect to their respective properties and businesses
against such casualties and contingencies, of such types, on such terms and in
such amounts as is customary in the case of entities engaged in the same or
similar and similarly situated business.


 


5G.                             Maintenance of Properties.  The Company covenants that it will, and will
cause each of its Subsidiaries to, maintain and keep, or cause to be maintained
and kept, their respective material properties so that the business carried on
in connection therewith may be conducted, provided that this paragraph 5G shall
not prevent the Company or any Subsidiary from discontinuing the operation and
the maintenance of any of its properties if such discontinuance is desirable in
the conduct of its business and such discontinuance would not, individually or
in the aggregate, have a Material Adverse Effect.


 


5H.                             Payment of Taxes.  The
Company covenants that it will, and will cause each of its Subsidiaries to,
file all income tax or similar tax returns required to be filed in any
jurisdiction and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental charges or levies
payable by any of them, and to pay and discharge all amounts payable for work,
labor and materials, in each case to the extent such taxes, assessments,
charges, levies and amounts payable have become due and payable and before they
have become delinquent, provided that neither the Company nor any Subsidiary
need pay any such tax, assessment, charge, levy or amount payable if (i) the
amount, applicability or validity thereof is being actively contested by the
Company or such Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Company or such Subsidiary has established adequate
reserves therefor in accordance with generally accepted accounting principles
on the books of the Company or such Subsidiary or (ii) the nonpayment of
all such taxes, assessments, charges, levies and amounts payable in the
aggregate would not have a Material Adverse Effect.


 


5I.                                  Corporate Existence.  The Company will at all times preserve and
keep in full force and effect its corporate existence and will at all times
preserve and keep in full force and effect the corporate, limited liability
company or partnership, as the case may be, existence of each of its
Significant Subsidiaries, except to the extent otherwise permitted under paragraph
6C; provided, however, that each such Person and its Subsidiaries may
consummate any merger, amalgamation, consolidation or disposition permitted
under paragraph 6C or paragraph 6F and may wind up, liquidate or dissolve any
of their respective inactive Subsidiaries.


 


5J.                               Subsequent
Guarantors.  If at any time
a Person becomes a joint- or co-obligor with the Company under, or is obligated
under a Guarantee with respect to, any Debt of the Company under the Company’s
primary bank facility (it being understood that as of the date of this
Agreement Canada Starch is not a joint- or co-obligor with under such facility)
or under any other Primary Debt Obligations of the Company (a “Creditors’
Guarantee”), then the Company shall cause such Person at such time to execute
and deliver to Prudential and the holders of the Notes a Guarantee with respect
to the obligations of the Company under this Agreement and the Notes which is
in substantially the same form as such Creditors’ Guarantee, and will provide
to the holders of the Notes such certificates, legal opinions and other
documents and instruments, and the benefit of such representations, warranties,
covenants and defaults, with respect to the 


 


13

















 


Guarantee
being delivered under this paragraph 5J as are provided to or for the benefit
of the holders of the Debt relating to such Creditors’ Guarantee with respect
to such Creditors’ Guarantee; provided, that if such Creditors’ Guarantee shall
expire or otherwise terminate, then the Guarantee with respect to the
obligations of the Company under this Agreement and the Notes required under
this paragraph 5J to be provided by virtue of such expired or terminated
Creditors’ Guarantee shall likewise terminate and be of no further force or
effect so long as (i) at the time of such expiration or termination, and
after giving effect thereto, no Default or Event of Default shall exist, and (ii) if
any fees or other compensation or concessions are given to obtain the release
or termination of any such Creditors’ Guaranty to which such Person was a
party, then the holders of the Notes shall have received such fees or other
compensation or concessions on a proportionate basis based upon the relative
outstanding principal amount of the Notes and the relative outstanding
principal amount of the Debt that was the subject of such Creditors’ Guarantee
at the time of such release or other termination.  For purposes of clarity, the expiration or
termination of any Creditors’ Guarantee shall not relieve the Company of any
obligations it may have under this paragraph 5J with respect to any other
Creditors’ Guarantee that shall not have expired or terminated.


 


6.                                      NEGATIVE COVENANTS. 
During the Issuance Period and so long thereafter as any Note or other
amount due hereunder is outstanding and unpaid, the Company covenants as
follows:


 


6A.                             Financial
Covenants.


 


6A(1).              Leverage
Ratio.  The Company covenants that it
will not permit the Leverage Ratio for any Measurement Period to exceed
3.25:1.00.


 


6A(2).              Interest
Coverage Ratio.  The Company
covenants that it will not permit the Interest Coverage Ratio for any
Measurement Period to be less than 3.25:1.00.


 


6B.                             Liens,
Etc.  The Company covenants that it
will not create or suffer to exist, or permit any of its Subsidiaries to create
or suffer to exist, any Lien upon or with respect to its properties, whether
now owned or hereafter acquired, or assign, or permit any of its Subsidiaries
to assign, any right to receive income, in each case to secure or provide for
the payment of any Debt of any Person, other than:


 


(i)                                     Liens permitted
under section 8.1(a) of the Credit Agreement, as the Credit Agreement is
in effect on the date hereof and irrespective of whether the Credit Agreement
is then in effect,


 


(ii)                                  purchase money
Liens upon or in any property acquired or held by such Person or any Subsidiary
in the ordinary course of business to secure the purchase price of such
property or to secure Debt incurred solely for the purpose of financing the
acquisition of such property,


 


(iii)                               Liens existing
on such property at the time of its acquisition (other than any such Lien
created in contemplation of such acquisition),


 


14

















 


(iv)                              Liens in
respect of the obligations of any entity which becomes a Subsidiary after the
date hereof which Lien is in existence on the date such entity becomes a
Subsidiary, provided that (a) no such Lien shall have been created in
contemplation of such entity becoming a Subsidiary, and (b) any such lien
shall extend solely to the property subject to such lien at the time such
entity became a Subsidiary,


 


(v)                                 Liens (other
than those referred to in clauses (i), (ii), (iii) and (iv) above) at
any time outstanding securing an aggregate principal amount of Debt not
exceeding $100,000,000 at any time (or its equivalent in another currency),


 


(vi)                              Liens existing
pursuant to a securitization program permitted under paragraph 6D provided that
the aggregate principal amount of the Debt secured by such Liens shall not
exceed $85,000,000, (or its equivalent in another currency) at any time
outstanding, or


 


(vii)                           Liens on the
property or assets of the Company or any Subsidiary securing Debt owing to the
Company or any Wholly-Owned Subsidiary.


 


Notwithstanding the
foregoing, the Company will not, and will not permit any Subsidiary to, create
or suffer to exist any Lien upon or with respect to its properties under clause
(v) of this paragraph 6B to secure any Debt outstanding under the Company’s
primary bank facility unless (a) the Notes and the Company’s obligations
under this Agreement are secured by a Lien on such property on a pari passu
basis with such Debt pursuant to documentation reasonably satisfactory in form
and substance to Prudential and the Required Holder(s), and (b) all of the
holders of such Debt shall have entered into an intercreditor agreement with
the holders of the Notes in form and substance reasonably satisfactory to
Prudential and the Required Holder(s).


 


6C.                             Mergers,
Etc.  The Company covenants that it
will not merge, amalgamate or consolidate with or into, or convey, transfer,
lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets, (whether now owned or
hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so,
except that any Subsidiary of the Company may merge, amalgamate or consolidate
with or into, or transfer assets to, or acquire assets of, any other Subsidiary
of the Company and except that any Subsidiary of the Company may merge into,
amalgamate with or transfer assets to such Person and such Person may merge,
amalgamate or consolidate, and any Subsidiary of the Company may merge,
amalgamate or consolidate, with or into any other Person, including the
Company; provided in each case that, immediately after giving effect to such
proposed transaction, no Default or Event of Default would exist and in the
case of any such merger, amalgamation or consolidation to which the Company is
a party, the Person into which or with which the Company shall be merged,
amalgamated or formed by any such consolidation shall first or simultaneously
assume the Company’s obligations under this Agreement, the Notes and the other
Transaction Documents, in each case, in an agreement or instrument reasonably
satisfactory in form and substance to Prudential and the Required Holder(s);
provided further, that this paragraph 6C shall not prohibit a Subsidiary of the
Company from entering into a merger, amalgamation or consolidation, or selling
all or substantially all of its assets, to the extent permitted under paragraph
5I or in connection with a sale, transfer or other disposition permitted by
paragraph 6F.


 


15

















 


6D.                             Debt.  The Company covenants that it will not
create, incur, assume or suffer to exist, or permit any of its Subsidiaries to
create, incur, assume or suffer to exist, any Debt if such creation,
incurrence, assumption or suffrage would cause (i) the aggregate principal
amount of Borrowed Debt owing by the Subsidiaries to non-Affiliates to exceed
45% of the aggregate principal amount of Consolidated Borrowed Debt of the
Company and its Subsidiaries or (ii) Consolidated Debt of the Company and
their Subsidiaries which constitutes Invested Amounts to exceed $85,000,000.


 


6E.                               Change
in Nature of Business.  The
Company covenants that it will not make, or permit one or more of its
Subsidiaries to make, any material change in the nature of the business of such
Person and its Subsidiaries taken as a whole as carried on at the date hereof;
provided, however, that this paragraph 6E shall not prohibit the sale,
transfer, winding up, liquidation or dissolution of a Subsidiary permitted
under paragraph 5I or paragraph 6F.


 


6F.                               Disposition
of Assets.  The Company
covenants that it will not lease, sell, transfer or otherwise dispose of, or
permit any of its Subsidiaries to lease, sell, transfer or otherwise dispose
of, voluntarily or involuntarily, any assets except for consideration in an
amount not less than the fair market value of such asset, and, in the case of
any material assets so disposed of, as determined in good faith by such
Person’s Board of Directors and only if such Person promptly notifies
Prudential and each Significant Holder of such lease, sale, transfer, or other
disposition of material assets, excluding, however, (i) sales of inventory
in the ordinary course of business, (ii) sales, transfers and other
dispositions of equipment determined to be obsolete or no longer useful, (iii) sales,
transfers or other dispositions of margin stock, (iv) sales, transfers and
other dispositions of accounts receivable originated by the Company or any
Subsidiary thereof that are subject to a securitization program permitted under
paragraph 6D, (v) non-recourse sales, transfers and other dispositions of
accounts receivable at discounts reflective of prevailing local market rates
provided the aggregate amount of all such sales, transfers and other
dispositions of accounts receivables in any month does not to exceed 25% of the
prior month end consolidated accounts receivable of the Company and its
Subsidiaries, (vi) sales, transfers or other dispositions of other assets
of such Person and its Subsidiaries to the extent that the aggregate fair
market value of all such other assets so leased, sold (including, without
limitation, sale and leaseback transactions), transferred and disposed after
the date hereof shall not exceed $50,000,000 (or its equivalent in another
currency), and (vii) sales, leases, transfers or other dispositions of
property or assets of any Subsidiary or capital stock of any Subsidiary to the
Company or any of its Subsidiaries; provided that if such sale, lease, transfer
or other disposition of property is made to a Subsidiary which is not a
Wholly-Owned Subsidiary, then (a) such sale, lease, transfer or other
disposition must be made on an arm’s length basis, and (b) at the time of
such sale, lease, transfer or other disposition, and after giving effect
thereto, no Default or Event of Default shall be in existence.


 


6G.                             Terrorism
Sanctions Regulations.  The Company covenants that it will not and
will not permit any Subsidiary to (a) become a Person described or designated
in the Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b) engage
in any dealings or transactions with any such Person.


 


16

















 


7.                                      EVENTS OF DEFAULT.


 


7A.                             Acceleration.  If any of
the following events shall occur and be continuing for any reason whatsoever
(and whether such occurrence shall be voluntary or involuntary or come about or
be effected by operation of law or otherwise):


 


(i)                                     the Company
defaults in the payment of any principal of, or Yield- Maintenance Amount
payable with respect to, any Note when the same shall become due, either by the
terms thereof or otherwise as herein provided; or


 


(ii)                                  the Company
defaults in the payment of any interest on any Note for more than 5 days after
the date due; or


 


(iii)                               the Company or
any Subsidiary defaults (whether as primary obligor or as guarantor or other
surety) in any payment of principal of or interest on any other obligation for
money borrowed (or any Capitalized Lease Obligation, any obligation under a
conditional sale or other title retention agreement, any obligation issued or
assumed as full or partial payment for property whether or not secured by a
purchase money mortgage or any obligation under notes payable or drafts
accepted representing extensions of credit), other than Debt evidenced by the
Notes or otherwise arising under this Agreement (which are subject to the
provisions of clauses (i) and (ii) of this paragraph 7A), beyond any
period of grace provided with respect thereto, or the Company or any Subsidiary
fails to perform or observe any other agreement, term or condition contained in
any agreement under which any such obligation is created (or if any other event
thereunder or under any such agreement shall occur and be continuing) and the
effect of such failure or other event is to cause, or to permit the holder or
holders of such obligation (or a trustee on behalf of such holder or holders)
to cause, such obligation to become due (or to be repurchased by the Company or
any Subsidiary) prior to any stated maturity, provided that the aggregate
amount of all obligations as to which such a payment default shall occur and be
continuing or such a failure or other event causing or permitting acceleration
(or resale to the Company or any Subsidiary) shall occur and be continuing
exceeds $50,000,000; or


 


(iv)                              any
representation or warranty made by the Company herein or in any other
Transaction Document or by the Company or any of its officers in any writing
furnished in connection with or pursuant to this Agreement or in any other
Transaction Document shall be untrue or incorrect in any material respect on
the date as of which made; or


 


(v)                                 the Company
fails to perform or observe any agreement contained in paragraph 4E or
paragraph 6; or


 


(vi)                              the Company
fails to perform or observe any other agreement, term or condition contained
herein or in any other Transaction Document and such failure shall not be
remedied within 30 days after the date notice of such failure is given to the
Company by the Required Holder(s); or


 


17

















 


(vii)                           the Company or
any Significant Subsidiary makes a general assignment for the benefit of
creditors or is generally not paying its debts as such debts become due; or


 


(viii)                        any decree or
order for relief in respect of the Company or any Significant Subsidiary is
entered under any bankruptcy, reorganization, compromise, arrangement,
insolvency, readjustment of debt, dissolution or liquidation or similar law,
whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or


 


(ix)                                the Company or
any Significant Subsidiary petitions or applies to any tribunal for, or
consents to, the appointment of, or taking possession by, a trustee, receiver,
custodian, liquidator or similar official of the Company or any Significant
Subsidiary, or of any substantial part of the assets of the Company or any
Significant Subsidiary, or commences a voluntary case under the Bankruptcy Law
of the United States or any proceedings (other than proceedings for the
voluntary liquidation and dissolution of a Subsidiary) relating to the Company
or any Significant Subsidiary under the Bankruptcy Law of any other
jurisdiction; or


 


(x)                                   any such petition
or application described in clause (ix) of this paragraph 7A is filed, or
any such case or proceedings described in clause (ix) of this paragraph 7A
are commenced, against the Company or any Significant Subsidiary and the
Company or such Subsidiary by any act indicates its approval thereof, consent
thereto or acquiescence therein, or an order, judgment or decree is entered
appointing any such trustee, receiver, custodian, liquidator or similar
official, or approving the petition in any such proceedings, and such order,
judgment or decree remains unstayed and in effect for more than 60 days; or


 


(xi)                                any order,
judgment or decree is entered in any proceedings against the Company decreeing
the dissolution of the Company and such order, judgment or decree remains
unstayed and in effect for more than 60 days: or


 


(xii)                             any order,
judgment or decree is entered in any proceedings against the Company or any
Significant Subsidiary decreeing a split-up of the Company or such Subsidiary
which requires the divestiture of assets representing a substantial part, or
the divestiture of the stock of a Significant Subsidiary or which requires the
divestiture of assets, or stock of a Significant Subsidiary, and such order,
judgment or decree remains unstayed and in effect for more than 60 days; or


 


(xiii)                          one or more
final judgments in an aggregate amount in excess of $50,000,000 is rendered
against the Company or any Significant Subsidiary and either (a) enforcement
proceedings have been commenced by any creditor upon any such judgment or (b) within
60 days after entry thereof, any such judgment is not discharged or execution
thereof stayed pending appeal, or within 60 days after the expiration of any
such stay, such judgment is not discharged; or


 


(xiv)                         (a) any
Plan shall fail to satisfy the minimum funding standards of ERISA or the Code
for any plan year or part thereof or a waiver of such standards or extension of



 


18

















 


any
amortization period is sought or granted under section 412 of the Code, (b) a
notice of intent to terminate any Plan shall have been or is reasonably
expected to be filed with the PBGC or the PBGC shall have instituted
proceedings under ERISA section 4042 to terminate or appoint a trustee to
administer any Plan or the PBGC shall have notified the Company or any ERISA
Affiliate that a Plan may become a subject of such proceedings, (c) the
existence with respect to any Plan of an “accumulated funding deficiency” (as
defined in Section 412 of the Code or Section 302 of ERISA), whether
or not waived, (d) the Company or any ERISA Affiliate shall have incurred
or is reasonably expected to incur any liability pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, or (e) the Company or any ERISA Affiliate withdraws from
any Multiemployer Plan, and that, in the case of any event or events described
in clause (a) through (e), in the opinion of the Required Holder(s), when
taken individually or in the aggregate, would result in a Material Adverse
Effect;


 


then (a) if such event
is an Event of Default specified in clause (i) or (ii) of this
paragraph 7A, any holder of any Note (other than the Company or any of its
Subsidiaries or Affiliates) may at its option, by notice in writing to the
Company, declare all of the Notes held by such holder to be, and all of the
Notes held by such holder shall thereupon be and become, immediately due and
payable at par together with interest accrued thereon, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Company, (b) if such event is an Event of Default specified in clause
(viii), (ix) or (x) of this paragraph 7A with respect to the Company,
all of the Notes at the time outstanding shall automatically become immediately
due and payable together with interest accrued thereon and together with the
Yield-Maintenance Amount, if any, with respect to each Note, without
presentment, demand, protest or notice of any kind, all of which are hereby
waived by the Company, and the Facility shall automatically terminate, and (c) if
such event is not an Event of Default specified in clause (viii), (ix) or (x) of
this paragraph 7A with respect to the Company, the Required Holder(s) may
at its or their option, by notice in writing to the Company, declare all of the
Notes to be, and all of the Notes shall thereupon be and become, immediately
due and payable together with interest accrued thereon and together with the
Yield-Maintenance Amount, if any, with respect to each Note, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Company, and Prudential may at its option, by notice in
writing to the Company, terminate the Facility. 
The Company acknowledges, and the parties hereto agree, that each holder
of a Note has the right to maintain its investment in the Notes free from
repayment by the Company (except as herein specifically provided for) and
without the occurrence of an Event of Default and that the provision for
payment of Yield-Maintenance Amount by the Company in the event the Notes are
prepaid or are accelerated as a result of an Event of Default is intended to
provide compensation for the deprivation of such right under such circumstances.


 


7B.                             Rescission of Acceleration.  At any time after any or all of the Notes
shall have been declared immediately due and payable pursuant to paragraph 7A,
the Required Holder(s) may, by notice in writing to the Company, rescind
and annul such declaration and its consequences if (i) the Company shall
have paid all overdue interest on the Notes, the principal of and
Yield-Maintenance Amount, if any, payable with respect to any Notes which have
become due otherwise than by reason of such declaration, and interest on such
overdue interest and overdue principal and Yield-Maintenance Amount at the
Default Rate, (ii) the Company 


 


19
















 


shall
not have paid any amounts which have become due solely by reason of such
declaration, (iii) all Events of Default and Defaults, other than
non-payment of amounts which have become due solely by reason of such
declaration, shall have been cured or waived pursuant to paragraph 11D, and (iv) no
judgment or decree shall have been entered for the payment of any amounts due
pursuant to the Notes of such Series or this Agreement.  No such rescission or annulment shall extend
to or affect any subsequent Event of Default or Default or impair any right
arising therefrom.


 


7C.                             Other Remedies. 
Except as otherwise provided in this paragraph 7C, no holder of any Note
shall have any right to exercise any remedy available to such holder under this
Agreement, any Note or applicable law unless approved by the Required
Holder(s).  Notwithstanding the
foregoing, the holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
interest on such Note on or after the due dates expressed in such Note, or in
the case of prepayment on the date of prepayment, and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired or
affected without the consent of such holder. 
In addition to the rights referred to in the immediately preceding
sentence, if any Event of Default or Default shall occur and be continuing,
with the approval of the Required Holder(s) the holder of any Note may
proceed to protect and enforce its rights under this Agreement and such Note by
exercising such remedies as are available to such holder in respect thereof
under applicable law, either by suit in equity or by action at law, or both,
whether for specific performance of any covenant or other agreement contain in
this Agreement or in aid of the exercise of any power granted in this
Agreement.  No remedy conferred in this
Agreement upon the holder of any Note is intended to be exclusive of any other
remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy conferred herein or now or hereafter existing at
law or in equity or by statute or otherwise.


 


8.                                      REPRESENTATIONS, COVENANTS AND WARRANTIES.  The Company represents and warrants, and,
with respect to the first sentence of paragraph 8B, paragraph 8G(b) and
paragraph 8I, covenants, as follows:


 


8A(1).              Organization.  The Company is a corporation duly organized
and existing in good standing under the laws of the State of Delaware, and each
Significant Subsidiary is duly organized and existing in good standing under
the laws of the jurisdiction in which it is organized.  The Company and each of its Significant
Subsidiaries have duly qualified or been duly licensed, and are authorized to
do business and are in good standing, in each jurisdiction in which the
ownership of their respective properties or the nature of their respective
businesses makes such qualification or licensing necessary and in which the
failure to be so qualified or licensed would reasonably be expected to have a
Material Adverse Effect.


 


8A(2).              Power and
Authority.  The Company
and each Significant Subsidiary has all requisite corporate, limited liability
company or partnership, as the case may be, power to own or hold under lease
and operate their respective properties which it purports to own or hold under
lease and to conduct its business as currently conducted and as currently
proposed to be conducted.  The Company
has all requisite corporate power to execute, deliver and perform its
obligations under this Agreement and the Notes. 
The execution, delivery and performance of this Agreement and the Notes
has been, or in the case of the Notes at the time of issuance will be, 


 


20

















 


duly
authorized by all requisite corporate action, and this Agreement and the Notes
have been, or in the case of the Notes at the time of issuance will be, duly
executed and delivered by authorized officers of the Company and are valid
obligations of the Company, legally binding upon and enforceable against the
Company in accordance with their terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 


8B.                             Financial Statements.  The Company has furnished to Prudential and
will furnish to each Purchaser of any Note the following financial statements,
identified by a principal financial officer of the Company:  (i) a consolidated balance sheet of the
Company and its Subsidiaries as at December 31 of each of the three fiscal
years of the Company most recently completed prior to the date as of which this
representation is made or repeated to such Purchaser (other than fiscal years
completed within 90 days prior to such date for which audited financial
statements have not been released) and consolidated statements of income,
stockholders’ equity and cash flows for each such year, all reported on by KPMG
LLP (or such other nationally recognized accounting firm as may be reasonably
acceptable to Prudential and the Required Holder(s)) and (ii) consolidated
balance sheet of the Company and its Subsidiaries as at the end of the
quarterly period (if any) most recently completed prior to such date and after
the end of such fiscal year (other than quarterly periods completed within 45
days prior to such date for which financial statements have not been released)
and consolidated statements of income, stockholders’ equity and cash flows for
each such quarterly period and for the comparable quarterly period in the
preceding fiscal year.  The balance
sheets fairly present the financial condition of the Company and its
Subsidiaries as at the dates thereof, and the statements of income,
stockholders’ equity and cash flows fairly present the results of the
operations of the Company and its Subsidiaries for the periods indicated.  There has been no material adverse change in
the business, condition (financial or otherwise), operations or properties of
the Company and its Subsidiaries taken as a whole since the end of the most
recent fiscal quarter for which such financial statements had been furnished to
Prudential at the time of the execution of this Agreement by Prudential (in the
case of the making of this representation at the time of the execution of this
Agreement), or, in the case of the making of this representation at the time of
the issuance of a Series of Shelf Notes, since the end of the most recent
fiscal quarter for which financial statements described in clause (i) or
clause (ii) of this paragraph 8B had been provided to Prudential prior to
the time Prudential provided the interest rate quote to the Company pursuant to
paragraph 2D with respect to such Series of Shelf Notes.


 


8C.                             Actions Pending.  There
is no action, suit, investigation or proceeding pending or, to the knowledge of
the Company, threatened against the Company or any of its Subsidiaries, or any
properties or rights of the Company or any of its Subsidiaries, by or before
any court, arbitrator or administrative or governmental body which,
individually or in the aggregate, would reasonably be expected to result in any
Material Adverse Effect.


 


8D.                             Outstanding Debt. 
Neither the Company nor any of its Subsidiaries has outstanding any Debt
except as permitted by paragraphs 6A and 6D. 
There exists no default under the provisions of any instrument
evidencing such Debt or of any agreement relating thereto.


 


21

















 


8E.                               Title to Properties.  The Company has and each of its Significant
Subsidiaries has good title to its respective real properties that are material
to the business of the Company and its Subsidiaries taken as a whole (other
than properties which it leases) and good title to all of its other respective
properties and assets that are material to the business of the Company and its
Subsidiaries taken as a whole, including the properties and assets reflected in
the most recent audited balance sheet referred to in paragraph 8B (other than
properties and assets disposed of in the ordinary course of business), subject
to no Lien of any kind except Liens permitted by paragraph 6B.  All leases necessary in any material respect
for the conduct of the respective businesses of the Company and its
Subsidiaries are valid and subsisting and are in full force and effect.


 


8F.                               Taxes.  The Company
has, and each of its Subsidiaries has, filed all Federal income tax returns and
all other material tax returns that are required to be filed, and each has paid
all taxes as shown on such returns and on all assessments received by it to the
extent that such taxes have become due, except such taxes as are being actively
contested in good faith by appropriate proceedings for which adequate reserves
have been established in accordance with generally accepted accounting
principles.


 


8G.                             Conflicting Agreements and Other Matters.  The Company has disclosed to Prudential and
the Required Holder(s) all agreements, instruments, and corporate or other
restrictions to which the Company or any of its Subsidiaries is subject, and
all other matters known to the Company, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect.  The execution, delivery and performance by
the Company of this Agreement, the Notes and the other Transaction Documents to
which it is a party (a) will not violate any requirements of law applicable
to the Company or any of its Subsidiaries or any judgment, order or ruling or
any governmental authority, (b) will not violate or result in a default
under any indenture, or any agreement or other instrument involving an amount
in excess of $1,000,000, binding on the Company or any of its Subsidiaries or
any of its assets or give rise to a right thereunder to require any payment to
be made by the Company or any Subsidiary, provided that the Company covenants
that it will, and will cause each of its Subsidiaries to, use its best efforts
to resolve any claims arising from any such violation or default or claimed
violation or default under any agreement or instrument regardless of the amount
involved, or (c) will not result in the creation or imposition of any Lien
on any asset of the Company or any of its Subsidiaries.  Neither the Company nor any of its
Subsidiaries is a party to, or otherwise subject to any provision contained in,
any instrument evidencing Indebtedness of the Company or such Subsidiary in an
outstanding or committed amount in excess of $5,000,000, any agreement relating
thereto or any other contract or agreement involving an amount in excess of
$5,000,000 (including its organizational documents regardless of amount) which
limits the amount of, or otherwise imposes restrictions on the incurring of,
Indebtedness of the Company of the type to be evidenced by the Notes except as
set forth in the agreements listed in Schedule 8G attached hereto (as such
Schedule 8G may have been modified from time to time by written supplements
thereto delivered by the Company and accepted in writing by Prudential).


 


8H.                             Offering of Notes. 
Neither the Company nor any agent acting on its behalf has, directly or
indirectly, offered the Notes or any similar security of the Company for sale
to, or solicited any offers to buy the Notes or any similar security of the
Company from, or otherwise approached or negotiated with respect thereto with,
any Person other than Institutional Investors, 


 


22

















 


and
neither the Company nor any agent acting on its behalf has taken or will take
any action which would subject the issuance or sale of the Notes to the
provisions of Section 5 of the Securities Act or to the provisions of any
securities or Blue Sky law of any applicable jurisdiction.


 


8I.                                  Use of Proceeds. The proceeds of any Series of Shelf
Notes will be used as specified in the Request for Purchase with respect to
such Series.  None of the proceeds of the
sale of any Notes will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying any “margin
stock” as defined in Regulation U (12 CFR Part 221) of the Board of
Governors of the Federal Reserve System (herein called “margin
stock”) or for the purpose of maintaining, reducing or retiring any
Debt which was originally incurred to purchase or carry any stock that is then
a margin stock or for any other purpose which might constitute the sale or
purchase of any Notes a “purpose credit” within the meaning of such Regulation
U.  Margin stock does not constitute more
than 25% of the value of the consolidated assets of the Company and its
Subsidiaries and the Company does not have any present intention that margin
stock will constitute more than 25% of the value of such assets.  The Company is not engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying margin stock. 
Neither the Company nor any agent acting on its behalf has taken or will
take any action which might cause this Agreement or any Note to violate
Regulation T, Regulation U or any other regulation of the Board of Governors of
the Federal Reserve System or to violate the Exchange Act, in each case as in
effect now or as the same may hereafter be in effect.


 


8J.                               ERISA.  No
accumulated funding deficiency (as defined in section 302 of ERISA and section
412 of the Code), whether or not waived, exists with respect to any Plan (other
than a Multiemployer Plan).  No liability
to the PBGC has been or is expected by the Company or any ERISA Affiliate to be
incurred with respect to any Plan (other than a Multiemployer Plan) by the
Company, any Subsidiary or any ERISA Affiliate which is or could reasonably be
expected to be materially adverse to the business, property or assets,
condition (financial or otherwise) or operations of the Company and its
Subsidiaries taken as a whole.  Neither
the Company, any Subsidiary nor any ERISA Affiliate has incurred or presently
expects to incur any withdrawal liability under Title IV of ERISA with respect
to any Multiemployer Plan which is or could reasonably be expected to be
materially adverse to the business, property or assets, condition (financial or
otherwise) or operations of the Company and its Subsidiaries taken as a
whole.  The execution and delivery of
this Agreement and the issuance and sale of the Notes will be exempt from or
will not involve any transaction which is subject to the prohibitions of section
406 of ERISA and will not involve any transaction in connection with which a
penalty could be imposed under section 502(i) of ERISA or a tax could be
imposed pursuant to section 4975 of the Code. 
The representation by the Company in the next preceding sentence is made
in reliance upon and subject to the accuracy of each Purchaser’s representation
in paragraph 9B.


 


8K.                             Governmental Consent.  Neither the nature of the Company or of any
Subsidiary, nor any of their respective businesses or properties, nor any
relationship between the Company or any Subsidiary and any other Person, nor
any circumstance in connection with the offering, issuance, sale or delivery of
the Notes is such as to require any authorization, consent, approval, exemption
or other action by or notice to or filing with any court or administrative or
governmental body (other than routine filings after the Closing Day for any
Notes with the 


 


23

















 


Securities
and Exchange Commission and/or state Blue Sky authorities) in connection with
the execution and delivery of this Agreement, the offering, issuance, sale or
delivery of the Notes or fulfillment of or compliance with the terms and
provisions hereof or of the Notes.


 


8L.                              Compliance with Environmental and Other Laws.  Other than as set forth in the report on Form 10-K
most recently filed by the Company with the Securities and Exchange Commission
prior to the time this representation is being made and any reports on Form 10-Q
or Form 8-K filed by the Company with the Securities and Exchange
Commission subsequent to such Form 10-K, the operations and properties of
the Company and its Subsidiaries do not violate any federal, state, local,
foreign and regional statutes, laws, ordinances and judicial or administrative
orders, judgments, rulings and regulations, including, without limitation,
those relating to protection of the environment, except, in any such case,
where failure to comply, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.


 


8M.                           Regulatory Status. 
Neither the Company nor any of its Subsidiaries is (i) an “investment
company” or a company “controlled” by an “investment company” within the
meaning of the Investment Company Act of 1940, as amended, or an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended,
or (ii) a “public utility” within the meaning of the Federal Power Act, as
amended.


 


8N.                             Permits and Other Operating Rights. Each of the Company and its
Subsidiaries owns, or is licensed, or otherwise has the right, to use, all
material patents, trademarks, service marks, trade names, copyrights and other
intellectual property material to its business, and the use thereof by the
Company and its Subsidiaries does not infringe on the rights of any other
Person, except where such lack of ownership or license or infringement could
not reasonably be expected to have a Material Adverse Effect.


 


8O.                            Rule 144A.  The
Notes are not of the same class as securities of the Company, if any, listed on
a national securities exchange registered under Section 6 of the Exchange
Act or quoted in a U.S. automated inter-dealer quotation system.


 


8P.                              Foreign
Assets Control Regulations, Etc.


 


(i)                                     Neither the use
of the proceeds from the sale of any Notes by the Company hereunder, nor,
assuming that neither the identity of nor any action by Prudential or any
Purchaser is the cause of such violation, the sale of the Notes by the Company
hereunder, will violate the Trading with the Enemy Act, as amended, or any of
the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.


 


(ii)                                  Neither the
Company nor any Subsidiary (i) is a Person described or designated in the
Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii)
engages in any dealings or transactions with any such Person.  The Company and its Subsidiaries are not in
violation, in any material respect, of the USA Patriot Act.


 


24

















 


(iii)                               No part of the
proceeds from the sale of any Notes hereunder will be used, directly or
indirectly, for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office,
or anyone else acting in an official capacity, in order to obtain, retain or
direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases
that such Act applies to the Company.


 


8Q.                            Disclosure.  None of the
reports that the Company has filed with the Securities and Exchange Commission
or financial statements furnished by or on behalf of the Company to Prudential
or any Purchaser in connection with the negotiation of this Agreement or any
other Transaction Document or delivered hereunder or thereunder (as modified or
supplemented by any other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, taken as a whole, in light of the circumstances under which
they were made, not misleading.


 


8R.                             Hostile Tender Offers.  None of the proceeds of the sale of any Notes
will be used to finance a Hostile Tender Offer.


 


9.                                      REPRESENTATIONS OF EACH PURCHASER.  Each Purchaser represents as follows and will
represent to the Company in writing as of each applicable Closing Day:


 


9A.                             Nature of Purchase.  Such
Purchaser is purchasing the Notes hereunder for its own account or for one or
more separate accounts maintained by it or for the account of one or more
pension or trust funds and is not acquiring the Notes purchased by it hereunder
with a view to or for sale in connection with any distribution thereof within
the meaning of the Securities Act, provided that the disposition of such
Purchaser’s property shall at all times be and remain within its control.  Such Purchaser understands that the Notes
have not been registered under the Securities Act and may be resold only if
registered pursuant to the provisions of the Securities Act or if an exemption
from registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is
not required to register the Notes.  Such
Purchaser represents that it is an “accredited investor” as defined in
Regulation D under the Securities Act.


 


9B.                             Source of Funds.  At
least one of the following statements is an accurate representation as to each
source of funds (a “Source”) to be
used by such Purchaser to pay the purchase price of the Notes to be purchased
by such Purchaser hereunder:


 


(i)                                     the Source is
an “insurance company general account” (as that term is defined in the United
States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the
reserves and liabilities (as defined by the annual statement for life insurance
companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general
account contract(s) held by or on behalf of any employee benefit plan
together with the amount of the reserves and liabilities for the general
account contract(s) held by or on behalf of any other employee benefit
plans maintained by the same employer (or affiliate thereof as defined in PTE
95-60) or by the same employee organization in the general account do not
exceed 10% of the total reserves and liabilities of the general account
(exclusive of


 


25

















 


 


separate
account liabilities) plus surplus as set forth in the NAIC Annual Statement
filed with such Purchaser’s state of domicile; or


 


(ii)                                  the Source is a
separate account that is maintained solely in connection with such Purchaser’s
fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including
any annuitant)) are not affected in any manner by the investment performance of
the separate account; or


 


(iii)                               the Source is
either (a) an insurance company pooled separate account, within the
meaning of PTE 90-1, or (b) a bank collective investment fund, within the
meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the
Company in writing pursuant to this clause (iii), no employee benefit plan or
group of plans maintained by the same employer or employee organization
beneficially owns more than 10% of all assets allocated to such pooled separate
account or collective investment fund; or


 


(iv)                              the Source
constitutes assets of an “investment fund” (within the meaning of Part V
of PTE 84-14 (the “QPAM Exemption”))
managed by a “qualified professional asset manager” or “QPAM” (within the
meaning of Part V of the QPAM Exemption), no employee benefit plan’s
assets that are included in such investment fund, when combined with the assets
of all other employee benefit plans established or maintained by the same
employer or by an affiliate (within the meaning of Section V(c)(1) of
the QPAM Exemption) of such employer or by the same employee organization and
managed by such QPAM, exceed 20% of the total client assets managed by such
QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption
are satisfied, neither the QPAM nor a person controlling or controlled by the
QPAM (applying the definition of “control” in Section V(e) of the
QPAM Exemption) owns a 5% or more interest in the Company and (a) the
identity of such QPAM and (b) the names of all employee benefit plans
whose assets are included in such investment fund have been disclosed to the
Company in writing pursuant to this clause (iv); or


 


(v)                                 the Source
constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE
96-23 (the “INHAM Exemption”))
managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV
of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of
the INHAM Exemption are satisfied, neither the INHAM nor a person controlling
or controlled by the INHAM (applying the definition of “control” in Section IV(h) of
the INHAM Exemption) owns a 5% or more interest in the Company and (a) the
identity of such INHAM and (b) the name(s) of the employee benefit
plan(s) whose assets constitute the Source have been disclosed to the
Company in writing pursuant to this clause (v); or


 


(vi)                              the Source is a
governmental plan; or


 


26

















 


(vii)                           the Source is
one or more employee benefit plans, or a separate account or trust fund
comprised of one or more employee benefit plans, each of which has been identified
to the Company in writing pursuant to this clause (vii); or


 


(viii)                        the Source does
not include assets of any employee benefit plan, other than a plan exempt from
the coverage of ERISA.


 


As used in this paragraph
9B, the terms “employee benefit plan”,
“governmental plan”, and “separate account” shall have the
respective meanings assigned to such terms in Section 3 of ERISA.


 


10.                               DEFINITIONS; ACCOUNTING MATTERS.  For the purpose of this Agreement, the terms
defined in paragraphs 10A and 10B (or within the text of any other paragraph)
shall have the respective meanings specified therein and all accounting matters
shall be subject to determination as provided in paragraph 10C.


 


10A.                      Yield-Maintenance
Terms.


 


“Called
Principal” shall mean, with respect to any Note, the principal
of such Note that is to be prepaid pursuant to paragraph 4B or paragraph 4E or
is declared to be or otherwise becomes due and payable pursuant to paragraph
7A, as the context requires.


 


“Discounted
Value” shall mean, with respect to the Called Principal of any Note, the
amount obtained by discounting all Remaining Scheduled Payments with respect to
such Called Principal from their respective scheduled due dates to the
Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (as converted to reflect
the periodic basis on which interest on such Note is payable, if interest is
payable other than on a semi-annual basis) equal to the Reinvestment Yield with
respect to such Called Principal.


 


“Reinvestment
Yield” shall mean, with respect to the Called Principal of any Note, 0.50%
over the yield to maturity implied by (i) the yields reported as of 10:00 a.m.
(New York City local time) on the third Business Day preceding the Settlement
Date with respect to such Called Principal for the most recent actively traded
on the run U.S. Treasury securities having a maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date on the display
designated as “Page PX1” on the Bloomberg Financial Markets service
provided by Bloomberg L.P. (or such other display as may replace Page PX1
on Bloomberg Financial Markets or, if the Bloomberg Financial Markets service
shall cease to report such yields or shall cease to be Prudential Capital
Group’s customary source of information for calculating yield-maintenance
amounts on privately placed notes, then such source as is then Prudential
Capital Group’s customary source of such information), or (ii) if such
yields shall not be reported as of such time or the yields reported as of such
time shall not be ascertainable (including by way of interpolation), the
Treasury Constant Maturity Series yields reported, for the latest day for
which such yields shall have been so reported as of the third Business Day
preceding the Settlement Date with respect to such Called Principal, in Federal
Reserve Statistical Release H.15 (or any comparable successor publication) for
U.S. Treasury securities having a constant maturity equal to the Remaining
Average Life of such Called 


 


27

















 


Principal
as of such Settlement Date.  In the case
of each determination under clause (i) or (ii) of the preceding
sentence, such implied yield shall be determined, if necessary, by (a) converting
U.S. Treasury bill quotations to bond equivalent yields in accordance with
accepted financial practice and (b) interpolating linearly between (1) the
applicable U.S. Treasury security with the maturity closest to and greater than
such Remaining Average Life and (2) the applicable U.S. Treasury security
with the maturity closest to and less than such Remaining Average Life.  The Reinvestment Yield shall be rounded to
that number of decimal places as appears in the coupon of the applicable Note.


 


“Remaining
Average Life” shall mean, with respect to the Called Principal of
any Note, the number of years (calculated to the nearest one-twelfth year)
obtained by dividing (i) such Called Principal into (ii) the sum of
the products obtained by multiplying (a) each Remaining Scheduled Payment
of such Called Principal (but not of interest thereon) by (b) the number
of years (calculated to the nearest one-twelfth year) which will elapse between
the Settlement Date with respect to such Called Principal and the scheduled due
date of such Remaining Scheduled Payment.


 


“Remaining
Scheduled Payments” shall mean, with respect to the Called Principal of
any Note, all payments of such Called Principal and interest thereon that would
be due on or after the Settlement Date with respect to such Called Principal if
no payment of such Called Principal were made prior to its scheduled due date.


 


“Settlement
Date” shall mean, with respect to the Called Principal of any Note, the date
on which such Called Principal is to be prepaid pursuant to paragraph 4B or
paragraph 4E or is declared to be or otherwise becomes due and payable pursuant
to paragraph 7A, as the context requires.


 


“Yield-Maintenance
Amount” shall mean, with respect to any Note, an amount equal to the excess,
if any, of the Discounted Value of the Called Principal of such Note over the
sum of (i) such Called Principal plus (ii) interest accrued thereon
as of (including interest due on) the Settlement Date with respect to such
Called Principal.  The Yield-Maintenance
Amount shall in no event be less than zero.


 


10B.                      Other
Terms.


 


“Acceptance” shall have the
meaning given in paragraph 2E hereof.


 


“Acceptance
Day” shall have the meaning given in paragraph 2E hereof.


 


“Acceptance
Window” shall mean, with respect to any interest rate quotes provided by
Prudential pursuant to paragraph 2D, the time period designated by Prudential
as the time period during which the Company may elect to accept such interest
rate quotes.  If no such time period is
designated by Prudential with respect to any such interest rate quotes, then
the Acceptance Window for such interest rate quotes will be 2 minutes after the
time Prudential shall have provided such interest rate quotes to the Company.


 


“Accepted
Note” shall have the meaning given in paragraph 2E hereof.


 


28

















 


“Acquisition” shall mean any
transaction, or any series of related transactions, consummated on or after the
date of this Agreement, by which the Company or any of its Subsidiaries (i) acquires
any going business or all or substantially all of the assets of any firm,
corporation or limited liability company, or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage of voting power) of the outstanding
ownership interests of a partnership or limited liability company.


 


“Affiliate” shall mean (i) with
respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with,
such first Person, except a Subsidiary of the Company shall not be an Affiliate
of the Company, and (ii) with respect to Prudential, shall include any
managed account, investment fund or other vehicle for which Prudential
Financial, Inc. or any Affiliate of Prudential Financial, Inc. then
acts as investment advisor or portfolio manager.  A Person shall be deemed to control a
corporation or other entity if such Person possesses, directly or indirectly,
the power to direct or cause the direction of the management and policies of
such corporation or other entity, whether through the ownership of voting
securities, by contract or otherwise.


 


“Anti-Terrorism Order” means
Executive Order No. 13,224 of September 24, 2001, Blocking Property
and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or
Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.


 


“Authorized
Officer” shall mean (i) in the case of the Company, its
chief executive officer, its chief financial officer, its treasurer, any vice
president of the Company designated as an “Authorized Officer” of the Company
in the Information Schedule attached hereto or any vice president of the
Company designated as an “Authorized Officer” of the Company for the purpose of
this Agreement in an Officer’s Certificate executed by the Company’s chief
executive officer or chief financial officer and delivered to Prudential, and (ii) in
the case of Prudential or any Prudential Affiliate, any Person designated as an
“Authorized Officer” of Prudential and Prudential Affiliates in the Information
Schedule or any Person designated as its “Authorized Officer” for the purpose
of this Agreement in a certificate executed by one of Prudential’s Authorized
Officers or a lawyer in Prudential’s law department.  Any action taken under this Agreement on
behalf of the Company by any individual who on or after the date of this
Agreement shall have been an Authorized Officer of the Company and whom
Prudential or any Prudential Affiliate in good faith believes to be an
Authorized Officer of the Company at the time of such action shall be binding
on the Company even though such individual shall have ceased to be an
Authorized Officer of the Company, and any action taken under this Agreement on
behalf of Prudential or any Prudential Affiliate by any individual who on or
after the date of this Agreement shall have been an Authorized Officer of Prudential
or such Prudential Affiliate and whom the Company in good faith believes to be
an Authorized Officer of Prudential or such Prudential Affiliate at the time of
such action shall be binding on Prudential or such Prudential Affiliate even
though such individual shall have ceased to be an Authorized Officer of
Prudential or such Prudential Affiliate.


 


29

















 


“Available
Facility Amount” shall have the meaning given in paragraph 2A
hereof.


 


“Bankruptcy
Law” shall have the meaning given in clause (viii) of
paragraph 7A hereof.


 


“Borrowed
Debt” shall mean, as of any date, with respect to
the Company and its Subsidiaries, (a) the sum of (v) obligations for
borrowed money and obligations evidenced by bonds, debentures, notes or other
similar instruments, (w) Invested Amounts, (x) obligations in respect
of acceptances, letters of credit or similar extensions of credit, in each case
when issued, (y) Capitalized Lease Obligations, and (z) Synthetic Lease
Obligations.


 


“Business
Day” shall mean any day other than (i) a Saturday or a Sunday, (ii) a
day on which commercial banks in New York City are required or authorized to be
closed and (iii) for purposes of paragraph 2C hereof only, a day on which
Prudential is not open for business.


 


“Canada
Starch” shall mean Canada Starch Operating Company, Inc.,
a company constituted under the federal laws of Canada.


 


“Cancellation
Date” shall have the meaning given in paragraph 2H(iv) hereof.


 


“Cancellation
Fee” shall have the meaning given in paragraph 2H(iv) hereof.


 


“Capitalized
Lease” shall mean any lease the obligations of the lessee under which
constitute Capitalized Lease Obligations.


 


“Capitalized
Lease Obligation” shall mean any rental obligation which, under
generally accepted accounting principles, would be required to be capitalized
on the books of the Company or any Subsidiary, taken at the amount thereof
accounted for as indebtedness (net of interest expense) in accordance with such
principles.


 


“Change of
Control” shall mean (i) any Person or two or more
Persons acting in concert shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of
the Company (or other securities convertible into such Voting Stock)
representing 30% or more of the combined voting power of all Voting Stock of
the Company; or (ii) during any period of up to 24 consecutive months,
commencing after the date of this Agreement, individuals who at the beginning
of such 24-month period were directors of the Company shall cease for any
reason (other than due to death or disability) to constitute a majority of the
board of directors of the Company (except to the extent that individuals who at
the beginning of such 24-month period were replaced by individuals (x) elected
by 66-2/3% of the remaining members of the board of directors of the Company or
(y) nominated for election by a majority of the remaining members of the
board of directors of the Company and thereafter elected as directors by the
shareholders of the Company) or (iii) any Person or two or more Persons acting in concert shall have acquired
by contract or otherwise, the then current power to exercise, directly or
indirectly, a controlling influence over the management or policies of the
Company.


 


30

















 


“Closing
Day” shall mean, with respect to any Accepted Note, the Business Day
specified for the closing of the purchase and sale of such Accepted Note in the
Confirmation of Acceptance for such Accepted Note, provided that (i) if
the Company and the Purchaser which is obligated to purchase such Accepted Note
agree on an earlier Business Day for such closing, the “Closing Day” for such
Accepted Note shall be such earlier Business Day, and (ii) if the closing
of the purchase and sale of such Accepted Note is rescheduled pursuant to
paragraph 2F, the Closing Day for such Accepted Note, for all purposes of this
Agreement except references to “original Closing Day” in paragraph 2H(iii),
shall mean the Rescheduled Closing Day with respect to such Accepted Note.


 


“Code” shall mean the
Internal Revenue Code of 1986, as amended.


 


“Confirmation
of Acceptance” shall have the meaning given in paragraph 2E.


 


“Consolidated” refers to the consolidation of the accounts of the Company and its
Subsidiaries in accordance with generally accepted accounting principles,
including principles of consolidation, consistent with those applied in the preparation
of the Consolidated financial statements referred to in paragraph 8B.


 


“Credit
Agreement” shall mean that certain
Revolving Credit Agreement dated as of April 26, 2006, among the Company,
Canada Starch, the lenders from time to time party thereto, 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, Coöperatieve Centrale
Raiffeisen Boerenleenbank B.A., “Rabobank International” New York Branch, ING
Capital LLC, and AgFirst Farm Credit Bank as Co-Documentation Agents and SunTrust Capital Markets, Inc., as
Sole Book Manager and Lead Arranger, as amended by that certain First Amendment
to Revolving Credit Agreement dated as of October 30, 2007 and that
certain Second Amendment to Revolving Credit Agreement dated as of December 28,
2007.


 


“Creditors’ Guarantee” shall have the
meaning given in paragraph 5J hereof.


 


“Debt” of any Person shall mean, without duplication, (i) obligations of
such Person for borrowed money, (ii) obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments, (iii) obligations
of such Person in respect of the deferred purchase price of property or
services (other than trade payables incurred in the ordinary course of
business), (iv) obligations of such Person under any conditional sale or
other title retention agreement(s) relating to property acquired by such
Person, (v) Capitalized Lease Obligations of such Person, (vi) obligations,
contingent or otherwise, of such Person in respect of letters of credit,
acceptances or similar extensions of credit, in each case when issued, (vii) guaranties
by such Person of the type of indebtedness described in clauses (i) through
(vi) above, (viii) all indebtedness of a third party secured by any
lien on property owned by such Person, whether or not such indebtedness has
been assumed by such Person; provided that to the extent recourse is limited to
recovery against a specific asset, the amount of such indebtedness shall be the
lesser of (a) the amount of such lien and (b) the fair market value
of such asset, (ix) all obligations of such Person, contingent or
otherwise, to purchase, redeem, retire or otherwise acquire for value any 


 


31
















 


common stock or equity interests of such Person, (x) all
Synthetic Lease Obligations and Invested Amounts of such Person and (xi) all
net obligations under any Hedge Agreement.


 


“Default” shall mean any
of the events specified in paragraph 7A, whether or not any requirement for
such event to become an Event of Default has been satisfied.


 


“Default
Rate” shall mean, with respect to any Note, a rate per annum from time to
time equal to the lesser of (i) the maximum rate permitted by applicable
law, and (ii) the greater of (a) 2.00% per annum above the rate of
interest stated in such Note, or (b) 2.00% over the rate of interest
publicly announced by JPMorgan Chase Bank, National Association, from time to
time in New York City as its Prime Rate.


 


“Delayed
Delivery Fee” shall have the meaning given in paragraph 2H(iii) hereof.


 


“EBITDA” shall mean,
for any period, an amount equal to Consolidated net income (or net loss) of the
Company plus, to the extent deducted in determining Consolidated net income for
such period, the sum of (a) net interest expense, (b) income tax
expense, (c) depreciation expense, (d) amortization expense, (e) non-recurring,
non-cash charges and non-cash restructuring charges and (f) minority
interest earnings, minus, to the extent included in determining Consolidated
net income for such period, the sum of (y) minority interest losses and (z) non-recurring,
non-cash gains and non-cash restructuring gains, in each case determined in
accordance with GAAP by reference to the Consolidated financial statements of
the Company required to be delivered pursuant to paragraph 5A.  If the Company or a Subsidiary consummates or
has consummated an Acquisition during any Measurement Period, then, except as
otherwise provided in the sentence next following, for the purposes of
calculating the Leverage Ratio and the Interest Coverage Ratio for such
Measurement Period EBITDA for such Measurement Period shall be adjusted on a
proforma basis in a manner reasonably satisfactory to Prudential and the
Required Holder(s) to give effect to such Acquisition as though such
Acquisition had been consummated as of the first day of such Measurement
Period.  The provisions of the
immediately preceding sentence shall cease to be in effect at the time of the
extension of the term of the loan commitment under, or the replacement or
refinancing of, the Credit Agreement unless the terms of the Credit Agreement,
after giving effect to such extension, or the terms of the agreement governing
the credit facility that replaced or refinanced the Credit Agreement, as the
case may be, provide for a proforma adjustment to EBITDA (or comparable term
used in the Credit Agreement or such agreement, as the case may be) for the
purposes of determining compliance by the Company with any covenants therein
that are comparable to the provisions of paragraph 6A(1) or 6A(2) of
this Agreement that is the same in substance as the provisions of the
immediately preceding sentence, and the provisions of the immediately preceding
sentence shall thereafter continue in effect only so long as such terms in the
Credit Agreement or such agreement, as the case may be, providing for such
proforma adjustment remain in effect.


 


“Electronic
Delivery” shall have the meaning
given in paragraph 5B(i) hereof.


 


“ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended.


 


32

















 


“ERISA
Affiliate” shall mean any corporation which is a member of the
same controlled group of corporations as the Company within the meaning of
section 414(b) of the Code, or any trade or business which is under common
control with the Company within the meaning of section 414(c) of the Code.


 


“Event of
Default” shall mean any of the events specified in paragraph
7A, provided that there has been satisfied any requirement in connection with
such event for the giving of notice, or the lapse of time, or the happening of
any further condition, event or act.


 


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


 


“Facility” shall have the
meaning given in paragraph 2A hereof.


 


“Guarantee” shall mean,
with respect to any Person, any direct or indirect liability, contingent or
otherwise, of such Person with respect to any Indebtedness or other obligation
of another, including, without limitation, any such obligation directly or
indirectly guaranteed by such Person, or in respect of which such Person is
otherwise directly or indirectly liable, including, without limitation, any
such obligation in effect guaranteed by such Person through any agreement
(contingent or otherwise) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), or to maintain the solvency or
any balance sheet or other financial condition of the obligor of such
obligation.


 


“Hedge Agreements” shall mean
interest rate swap, cap or collar agreements, interest rate future or option
contracts, currency swap agreements, currency future or option contracts and
other similar agreements.


 


“Hedge
Treasury Note(s)” shall mean, with respect to any Accepted Note, the
United States Treasury Note or Notes whose duration (as determined by
Prudential in its reasonable judgment) most closely matches the duration of
such Accepted Note.


 


“Hostile
Tender Offer” shall mean, with respect to the use of proceeds of
any Note, any offer to purchase, or any purchase of, shares of capital stock of
any corporation or equity interests in any other entity, or securities
convertible into or representing the beneficial ownership of, or rights to
acquire, any such shares or equity interests, if such shares, equity interests,
securities or rights are of a class which is publicly traded on any securities
exchange or in any over-the-counter market, other than purchases of such
shares, equity interests, securities or rights representing less than 5% of the
equity interests or beneficial ownership of such corporation or other entity
for portfolio investment purposes, and such offer or purchase has not been duly
approved by the board of directors of such corporation or the equivalent
governing body of such other entity prior to the date on which the Company makes
the Request for Purchase of such Note.


 


“including” shall mean,
unless the context clearly requires otherwise, “including without limitation”,
whether or not so stated.


 


33

















 


“Institutional
Investor” shall mean any insurance company, commercial,
investment or merchant bank, finance company, mutual fund, registered money or
asset manager, savings and loan association, credit union, registered
investment advisor, pension fund, investment company, licensed broker or
dealer, “qualified institutional buyer” (as such term is defined under Rule 144A
promulgated under the Securities Act) or “accredited investor” (as such term is
defined in Regulation D promulgated under the Securities Act).


 


“Interest Coverage Ratio” shall mean,
for any Measurement Period, the ratio of Consolidated EBITDA of the Company and
its Subsidiaries during such Measurement Period to net interest expense of all
Debt during such Measurement Period by the Company and its Subsidiaries as
determined in accordance with GAAP.


 


“Issuance
Fee” shall have the meaning given in paragraph 2H(ii) hereof.


 


“Issuance
Period” shall have the meaning given in paragraph 2B hereof.


 


“Invested Amounts” shall mean the
amounts invested by investors, other than Affiliates of the Company, in
connection with receivables securitization programs to which accounts
receivable originated by the Company or its Subsidiaries are subject, where
such invested amounts are in part reduced by the aggregate amounts received by
such investors from the payment of amounts owing in connection with such
accounts receivable originated by the Company or its Subsidiaries.


 


“knowledge” of the Company
shall mean the actual knowledge of any of the executive officers of the
Company.


 


“Leverage Ratio” shall mean,
for any Measurement Period, the ratio of Consolidated Net Borrowed Debt of the
Company as of the last day of such Measurement Period to Consolidated EBITDA of
the Company and its Subsidiaries during such Measurement Period, as determined in
accordance with GAAP by reference to the Consolidated financial statements of
the Company required to be delivered pursuant to paragraph 5A.


 


“Lien” shall mean any
mortgage, pledge, security interest, encumbrance, lien (statutory or otherwise)
or charge of any kind (including any agreement to give any of the foregoing,
any conditional sale or other title retention agreement, and any lease in the
nature thereof (including Capitalized Leases)).


 


“margin
stock” shall have the meaning given in paragraph
8I.


 


“Material
Adverse Effect” shall mean a material adverse effect on (i) the
business, condition (financial or otherwise), operations or properties of the
Company and its Subsidiaries, taken as a whole, (ii) the rights and
remedies of the holders of the Notes under this Agreement, the Notes or any
other Transaction Document or (iii) the ability of the Company to perform
its obligations under this Agreement, the Notes or any other Transaction
Document.


 


“Measurement Period” shall mean, as
of any date of determination, the most recently completed four consecutive
fiscal quarters of the Company ending on or immediately prior to such date.


 


34

















 


“Multiemployer
Plan” shall mean any Plan which is a “multiemployer plan” (as such term is
defined in section 4001(a)(3) of ERISA.


 


“Net Borrowed Debt” shall mean, as
of any date, with respect to the Company and its Subsidiaries, (a) Borrowed
Debt minus (b) cash on the Consolidated balance sheet of the Company to
the extent cash exceeds $50,000,000.


 


“Notes” shall have the
meaning given in paragraph 1 hereof.


 


“Officer’s
Certificate” shall mean a certificate signed in the name of the
Company by an Authorized Officer of the Company.


 


“PBGC” shall mean the
Pension Benefit Guaranty Corporation, or any successor or replacement entity
thereto under ERISA.


 


“Person” shall mean and
include an individual, a partnership, a joint venture, a corporation, a trust,
a limited liability company, an unincorporated organization and a government or
any department or agency thereof.


 


“Plan” shall mean any
employee pension benefit plan (as such term is defined in section 3 of ERISA)
which is or has been established or maintained, or to which contributions are
or have been made, by the Company or any ERISA Affiliate.


 


“Primary
Debt Obligations” shall mean any Borrowed
Debt of the Company outstanding under any agreement where (i) the
aggregate outstanding principal amount of all such Debt issued or outstanding
under such agreement equals or exceeds $50,000,000, or (ii) the aggregate
amount of the commitments to provide loans or financial accommodations to the
Company under such agreement equals or exceeds $50,000,000.


 


“Prudential” shall have the
meaning given in the address block of this Agreement.


 


“Prudential
Affiliate” shall mean any Affiliate of Prudential.


 


“Purchasers” shall mean,
with respect to any Accepted Notes, the Prudential Affiliate(s) which are
purchasing such Accepted Notes.


 


“Request
for Purchase” shall have the meaning given in paragraph 2C
hereof.


 


“Required
Holder(s)” shall mean the holder or holders of more than 50%
of the aggregate principal amount of the Notes or, if the term is expressly
used with respect to a Series of Notes, of such Series of Notes from
time to time outstanding.


 


“Rescheduled
Closing Day” shall have the meaning given in paragraph 2G
hereof.


 


35

















 


“Responsible
Officer” shall mean the chief executive officer, chief
operating officer, chief financial officer or chief accounting officer of the
Company or any other officer of the Company involved principally in its
financial administration or its controllership function.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Series” shall have the
meaning given in paragraph 1 hereof.


 


“Shelf
Notes” shall have the meaning given in paragraph 1 hereof.


 


“Significant
Holder” shall mean (i) Prudential, (ii) each Purchaser, so long as
such Purchaser or any  of its Affiliates
shall hold (or be committed under this Agreement to purchase) any Note, or (iii) any
other Person which, together with its Affiliates, is the holder of at least 10%
of the aggregate principal amount of the Notes of any Series from time to
time outstanding.


 


“Significant
Subsidiary” shall mean a Subsidiary
that would constitute a “significant subsidiary” of the Company with the
meaning of Rule 1.02(w) of Regulation S-X as promulgated by the
Securities and Exchange Commission.


 


“Structuring
Fee” shall have the meaning given in paragraph 2H(i) hereof.


 


“Subsidiary” shall mean,
with respect to any Person, any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50%
of (a) the issued and outstanding capital stock or other equity interests
having ordinary voting power to elect a majority of the board of directors,
board of managers or persons performing similar functions of such entity
(irrespective of whether at the time capital stock or other equity interests of
any other class or classes of such entity shall or might have voting power upon
the occurrence of any contingency), (b) the interest in the capital or
profits of such partnership, joint venture or limited liability company or (c) the
beneficial interest in such trust or estate is at the time directly or
indirectly owned or controlled by such Person, by such Person and one or more
of its other Subsidiaries or by one or more of such Person’s other
Subsidiaries.  Unless the context
otherwise clearly requires, any reference to a “Subsidiary” is a reference to a
Subsidiary of the Company.


 


“Synthetic Lease
Obligations” shall mean the monetary obligation of a Person
under a synthetic, off-balance sheet or tax retention lease or any other
monetary obligation arising under a similar transaction.


 


“Transaction
Documents” shall mean this Agreement, the Notes, and the other
agreements, documents, certificates and instruments now or hereafter executed
or delivered by the Company or any Subsidiary or Affiliate in connection with
this Agreement.


 


“Transferee” shall mean any
direct or indirect transferee of all or any part of any Note purchased by any
Purchaser under this Agreement.


 


“USA Patriot Act” shall mean
United States Public Law 107-56, Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct 


 


36

















 


Terrorism
(USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.


 


“Voting
Stock” shall mean, with respect to any corporation, any shares of stock of
such corporation (or, with respect to any other type of entity, equivalent
interests therein) whose holders are entitled under ordinary circumstances to
vote for the election of directors of such corporation (or equivalent governing
body of such other type of entity), irrespective of whether at the time stock
or other equity interests of any other class or classes shall have or might
have voting power by reason of the happening of any contingency.


 


“Wholly-Owned
Subsidiary” shall mean any Subsidiary of the Company all of the
outstanding capital stock or other equity interests of every class of which is
owned by the Company or another Wholly-Owned Subsidiary of the Company, and
which has outstanding no options, warrants, rights or other securities
entitling the holder thereof (other than the Company or a Wholly-Owned
Subsidiary) to acquire shares of capital stock or other equity interests of
such Subsidiary.


 


10C.       Accounting and Legal Principles, Terms
and Determinations.  All
references in this Agreement to “GAAP” or “generally accepted accounting
principles” shall be deemed to refer to generally accepted accounting
principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession, which are applicable to the circumstances
as of the date of determination.  Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all determinations with respect to accounting matters hereunder
shall be made, and all unaudited consolidated financial statements and
certificates and reports as to financial matters required to be furnished
hereunder shall be prepared, in accordance with generally accepted accounting
principles applied on a basis consistent with the most recent audited
consolidated financial statements of the Company and its Subsidiaries delivered
pursuant to clause (ii) of paragraph 5A or, if no such statements have
been so delivered, the most recent audited financial statements referred to in
clause (i) of paragraph 8B.  Any
reference herein to any specific citation, section or form of law, statute, rule or
regulation shall refer to such new, replacement or analogous citation, section
or form should such citation, section or form be modified, amended or
replaced.  Notwithstanding the foregoing
or any other provision of this Agreement providing for any amount to be
determined in accordance with generally accepted accounting principles, for all
purposes of this Agreement the outstanding principal amount of any Borrowed
Debt of the Company or any Subsidiary and any determination of the net income
(or net loss), equity or assets of the Company shall not take into account any
effect of any election to mark any such outstanding Borrowed Debt of the
Company or any Subsidiary to market value; provided that the requirements of
this sentence shall only be applicable if compliance with the provisions of
this sentence would cause a Default or an Event of Default to be in existence
in circumstances where such Default or Event of Default would not otherwise
have been in existence.


 


37

















 


11.          MISCELLANEOUS.


 


11A.       Note Payments.  The Company agrees that, so long as any
Purchaser shall hold any Note, it will make payments of principal of, interest
on, and any Yield-Maintenance Amount payable with respect to, such Note, which
comply with the terms of this Agreement, by wire transfer of immediately
available funds for credit (not later than 12:00 noon, New York City time, on
the date due) to (i) such Purchaser’s account or accounts specified in the
Confirmation of Acceptance with respect to such Note in the case of any Shelf
Note or (ii) such other account or accounts in the United States as such
Purchaser may from time to time designate in writing, notwithstanding any
contrary provision herein or in any Note with respect to the place of
payment.  Each Purchaser agrees that,
before disposing of any Note, such Purchaser will make a notation thereon (or
on a schedule attached thereto) of all principal payments previously made
thereon and of the date to which interest thereon has been paid.  The Company agrees to afford the benefits of
this paragraph 11A to any Transferee which shall have made the same agreement
as each Purchaser has made in this paragraph 11A.  No holder shall be required to present or
surrender any Note or otherwise make any notation except as provided above,
except that upon the written request of the Company made concurrently with or
reasonably promptly after the payment or prepayment in full of any Note, the
applicable holder shall surrender such Note for cancellation, reasonably
promptly after such request, to the Company at its principal office.


 


11B.       Expenses.  Whether or not the transactions contemplated
hereby shall be consummated, the Company shall pay, and save Prudential, each
Purchaser and any Transferee harmless against liability for the payment of, all
reasonable and invoiced out-of-pocket expenses arising in connection with such
transactions, including:


 


(i)            (a) all stamp and documentary taxes and similar
charges, (b) costs of obtaining a private placement number from Standard
and Poor’s Ratings Group for the Notes and (c) fees and expenses of
brokers, agents, dealers, investment banks or other intermediaries or placement
agents to the extent such have been engaged by the Company or any Subsidiary,
in each case as a result of the execution and delivery of this Agreement or the
issuance of the Notes;


 


(ii)           document production and duplication charges and the fees
and expenses of any special counsel engaged by such Purchaser or such
Transferee in connection with (a) this Agreement and the transactions
contemplated hereby and (b) any subsequent proposed waiver, amendment or
modification of, or proposed consent under, this Agreement, whether or not such
proposed waiver, amendment, modification or consent shall be effected or
granted;


 


(iii)          the costs and expenses, including attorneys’ and financial
advisory fees, incurred by such Purchaser or such Transferee in enforcing (or
determining whether or how to enforce) any rights under this Agreement or the
Notes or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement or the
transactions contemplated hereby or by reason of your or such Transferee’s
having acquired any Note, including without limitation costs and expenses
incurred in any workout, restructuring or renegotiation proceeding or
bankruptcy case;  and


 


38

















 


(iv)          any judgment, liability, claim, order, decree, cost, fee,
expense, action or obligation resulting from the consummation of the
transactions contemplated hereby, including the use of the proceeds of the
Notes by the Company.


 


With respect to any
attorneys’ costs and expenses, Prudential or such Purchaser or Transferee will
provide the Company with a summary of the total time billed by each time keeper
and each time keeper’s billing rate.


 


The obligations of the Company
under this paragraph 11B shall survive the transfer of any Note or portion
thereof or interest therein by any Purchaser or any Transferee and the payment
of any Note.


 


11C.       Confidentiality.  For the purposes of this paragraph 11C,
“Confidential Information” means information delivered to Prudential, any
Purchaser or any Affiliate thereof by or on behalf of the Company or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature, provided that such
term does not include information that (a) was publicly known or otherwise
known to the recipient prior to the time of such disclosure, (b) subsequently
becomes publicly known through no act or omission by the recipient or any person
acting on behalf of the recipient, (c) otherwise becomes known to the
recipient through disclosure from a Person (other than the Company or a
Subsidiary) that the recipient in good faith believes is not subject to a
restriction on disclosure with respect to such information, other than through
disclosure by the Company or any Subsidiary or (d) constitutes financial
statements delivered to Prudential or any Purchaser under paragraph 5A that are
otherwise publicly available.  Prudential
and each Purchaser agrees to maintain the confidentiality of such Confidential
Information, provided that such Confidential Information may be delivered or
disclosed to (i) its directors, trustees, officers, employees, agents,
attorneys and affiliates, (to the extent such disclosure reasonably relates to
the administration of the investment represented by the Notes), (ii) its
financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this paragraph 11C, (iii) any other holder of any Note, (iv) any
Institutional Investor to which it sells or offers to sell such Note or any
part thereof or any participation therein (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this paragraph 11C), (v) any Person from which it
offers to purchase any security of the Company (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by
the provisions of this paragraph 11C), (vi) any federal or state
authority having regulatory jurisdiction over such Person and where such Person
has a reasonable need to disclose such Confidential Information to such
authority, (vii) the National Association of Insurance Commissioners or
the Securities Valuation Office of the National Association of Insurance
Commissioners or, in each case, any similar organization, or any nationally
recognized rating agency that requires access to information about the
investment portfolio of such Person, or (viii) any other Person to which
such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any applicable law, rule, regulation or order, (x) in
response to any subpoena or other legal process, (y) in connection with
any litigation to which such Person is a party or (z) if an Event of
Default has occurred and is continuing, to the extent such Person may
reasonably determine such delivery and disclosure to be necessary or
appropriate in the enforcement or for the protection of its rights and remedies
under the Notes and this Agreement, provided that, to the extent practicable
and lawful, before 


 


39

















 


delivering
or disclosing any Confidential Information under clauses (viii)(w), (viii)(x) or
(viii)(y) of this paragraph 11C, prompt notice thereof shall have been
given to the Company to provide the Company with a reasonable opportunity to
seek an appropriate protective order with respect to such disclosure.  Each holder of a Note, by its acceptance of a
Note, will be deemed to have agreed to be bound by and to be entitled to the
benefits of this paragraph 11C as though it were a party to this Agreement.  On reasonable request by the Company in connection
with the delivery to any holder of a Note of information required to be
delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions
of this paragraph 11C.


 


11D.       Consent to Amendments.  This Agreement may be amended, and the
Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, if the Company shall obtain the written
consent to such amendment, action or omission to act, of the Required Holder(s) except
that, (i) with the written consent of the holders of all Notes of a
particular Series, and, if an Event of Default shall have occurred and be
continuing, of the holders of all Notes of all Series at the time
outstanding (and not without such written consents), the Notes of such Series may
be amended or the provisions thereof waived to change the maturity thereof, to
change or affect the principal thereof, or to change or affect the rate, method
of computation or time of payment of interest on or any Yield-Maintenance
Amount payable with respect to the Notes of such Series, in each case in any
manner detrimental to, or disproportionate with respect to, any holder of a
Note, (ii) without the written consent of the holder or holders of all
Notes at the time outstanding, no amendment to or waiver of the provisions of
this Agreement shall change or affect the provisions of paragraph 7A or this
paragraph 11D insofar as such provisions relate to proportions of the principal
amount of the Notes of any Series, or the rights of any individual holder of
Notes, required with respect to any declaration of Notes to be due and payable
or with respect to any consent, amendment, waiver or declaration, (iii) with
the written consent of Prudential (and not without the written consent of
Prudential) the provisions of paragraph 2B may be amended or waived (except
insofar as any such amendment or waiver would affect any rights or obligations
with respect to the purchase and sale of Notes which shall have become Accepted
Notes prior to such amendment or waiver), and (iv) with the written
consent of all of the Purchasers which shall have become obligated to purchase
Accepted Notes of any Series (and not without the written consent of all
such Purchasers), any of the provisions of paragraphs 2B and 3 may be amended
or waived insofar as such amendment or waiver would affect only rights or
obligations with respect to the purchase and sale of the Accepted Notes of such
Series or the terms and provisions of such Accepted Notes.  Each holder of any Note at the time or
thereafter outstanding shall be bound by any consent authorized by this
paragraph 11D, whether or not such Note shall have been marked to indicate such
consent, but any Notes issued thereafter may bear a notation referring to any
such consent.  No course of dealing
between the Company and the holder of any Note nor any delay in exercising any
rights hereunder or under any Note shall operate as a waiver of any rights of
any holder of any Note.  Without limiting
the generality of the foregoing, no negotiations or discussions in which
Prudential or any holder of any Note may engage regarding any possible amendments,
consents or waivers with respect to this Agreement or the Notes shall
constitute a waiver of any Default or Event of Default, any term of this
Agreement or any Note or any rights of Prudential or any such holder under this
Agreement or the Notes.  As used herein
and in the 


 


40

















 


Notes,
the term “this Agreement” and references thereto shall mean this Agreement as
it may from time to time be amended or supplemented.


 


11E.        Form, Registration, Transfer and
Exchange of Notes; Lost Notes.  The Notes are issuable as registered notes
without coupons in denominations of at least $500,000, except as may be
necessary to (i) reflect any principal amount not evenly divisible by
$500,000 or (ii) enable the registration of transfer by a holder of its
entire holding of Notes; provided, however, that no such minimum denomination
shall apply to Notes issued upon transfer by any holder of the Notes to
Prudential or Prudential Affiliates or to any other entity or group of
Affiliates, with respect to which the Notes so issued or transferred shall be
managed by a single entity.  The Company
shall keep at its principal office a register in which the Company shall
provide for the registration of Notes and of transfers of Notes.  Upon surrender for registration of transfer
of any Note at the principal office of the Company, the Company shall, at its
expense, execute and deliver one or more new Notes of like tenor and of a like
aggregate principal amount, registered in the name of such transferee or
transferees.  Notwithstanding the
foregoing, so long as no Default or Event of Default shall be in existence, the
Company shall have the right to consent to any transfer of any Note (such consent
not to be unreasonably withheld, conditioned or delayed); provided, however,
that to the extent that the Company shall not have the right to consent to the
transfer of the lenders’ rights and obligations under the Company’s primary
bank facility or of any promissory notes privately placed by the Company except
during the continuance of an event of default thereunder, then the Company
shall notify Prudential and the holders of the Notes thereof and, at the option
of the Required Holder(s), the foregoing right to consent to any transfer of
any Note hereunder shall be suspended until the Company shall again have such
right to consent under its primary bank facility and all private placements of
promissory notes.  At the option of the
holder of any Note, such Note may be exchanged for other Notes of like tenor
and of any authorized denominations, of a like aggregate principal amount, upon
surrender of the Note to be exchanged at the principal office of the
Company.  Whenever any Notes are so
surrendered for exchange, the Company shall, at its expense, execute and
deliver the Notes which the holder making the exchange is entitled to
receive.  Every Note surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer duly executed, by the holder of such Note
or such holder’s attorney duly authorized in writing.  Any Note or Notes issued in exchange for any
Note or upon transfer thereof shall carry the rights to unpaid interest and
interest to accrue which were carried by the Note so exchanged or transferred,
so that neither gain nor loss of interest shall result from any such transfer
or exchange.  Upon receipt of written
notice from the holder of any Note of the loss, theft, destruction or mutilation
of such Note and, in the case of any such loss, theft or destruction, upon
receipt of such holder’s unsecured indemnity agreement, or in the case of any
such mutilation upon surrender and cancellation of such Note, the Company will
make and deliver a new Note, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Note.


 


11F.        Persons Deemed Owners; Participations.  Prior to due presentment for registration of
transfer, the Company may treat the Person in whose name any Note is registered
as the owner and holder of such Note for the purpose of receiving payment of
principal of, interest on and any Yield-Maintenance Amount payable with respect
to such Note and for all other purposes whatsoever, whether or not such Note
shall be overdue, and the Company shall not be affected by notice to the
contrary.  Subject to the preceding
sentence, the holder of any Note may from time to time grant participations in
all or any part of such Note to any Person on 


 


41

















 


such
terms and conditions as may be determined by such holder in its sole and
absolute discretion.


 


11G.       Survival of Representations and
Warranties; Entire Agreement.  All representations and warranties contained
herein or made in writing by or on behalf of the Company in connection herewith
shall survive the execution and delivery of this Agreement and the Notes, the
transfer by any Purchaser of any Note or portion thereof or interest therein
and the payment of any Note, and may be relied upon by any Transferee,
regardless of any investigation made at any time by or on behalf of any
Purchaser or any Transferee.  Subject to
the preceding sentence, this Agreement and the Notes embody the entire
agreement and understanding between the Purchasers and the Company with respect
to the subject matter hereof and supersede all prior agreements and
understandings relating to such subject matter.


 


11H.       Successors and Assigns.  All covenants and other agreements in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto
(including, without limitation, any Transferee) whether so expressed or not.


 


11I.         Independence of Covenants.  All covenants hereunder shall be given
independent effect so that if a particular action or condition is prohibited by
any one of such covenants, the fact that it would be permitted by an exception
to, or otherwise be in compliance within the limitations of, another covenant
shall not (i) avoid the occurrence of a Default or Event of Default if
such action is taken or such condition exists or (ii) in any way prejudice
an attempt by the holder of any Note to prohibit through equitable action or
otherwise the taking of any action by the Company or any Subsidiary which would
result in a Default or Event of Default.


 


11J.        Notices.  All written communications provided for
hereunder (other than communications provided for under paragraph 2) shall be
sent by first class mail or nationwide overnight delivery service (with charges
prepaid) and (i) if to Prudential or any Purchaser, addressed to
Prudential or such Purchaser at the address specified for such communications
in the Purchaser Schedule attached hereto (in the case of Prudential) or the
Purchaser Schedule attached to the applicable Confirmation of Acceptance (in
the case of any Purchaser of any Shelf Notes) or at such other address as
Prudential or such Purchaser shall have specified to the Company in writing, (ii) if
to any other holder of any Note, addressed to such other holder at such address
as such other holder shall have specified to the Company in writing or, if any
such holder shall not have so specified an address to the Company, then
addressed to such holder in care of the last holder of such Note which shall
have so specified an address to the Company and (iii) if to the Company,
addressed to it at Corn Products International, Inc., 5 Westbrook
Corporate Center, Westchester, Illinois, 60154, Attention: Kimberly A. Hunter,
Treasurer, with a copy to Mary Ann Hynes, Vice President, General Counsel,
Corporate Secretary and Chief Compliance Officer at the same address, or at
such other address as the Company shall have specified to the holder of each
Note in writing.  If Prudential or any holder
of any Note implements a procedure to receive written communications from its
borrowers via electronic mail, then Prudential or such holder shall notify the
Company thereof and, after such notice, delivery of written communications by
the Company to Prudential or such holder by electronic mail using such
procedure shall be effective for delivery under this paragraph 11J to
Prudential 


 


42

















 


or
such holder, as applicable. 
Notwithstanding the foregoing, any reports, written communications or
other notices (including telephonic notices under paragraph 4C) to be given to (a) Prudential
and any Prudential Affiliates may, at the option of the Company, be delivered
solely to Prudential, and (b) any other group of holders of the Notes
which are all Affiliates of one another may be, at the option of the Company,
given solely to one such affiliated holder. 
Any communication pursuant to paragraph 2 shall be made by the method
specified for such communication in paragraph 2, and shall be effective to
create any rights or obligations under this Agreement only if, in the case of a
telephone communication, an Authorized Officer of the party conveying the
information and of the party receiving the information are parties to the
telephone call, and in the case of a facsimile transmission communication, the
communication is signed by an Authorized Officer of the party conveying the
information, addressed to the attention of an Authorized Officer of the party
receiving the information, and in fact received at the facsimile terminal the
number of which is listed for the party receiving the communication in the
Information Schedule or at such other facsimile terminal as the party receiving
the information shall have specified in writing to the party sending such information.


 


11K.       Payments Due on Non-Business Days.  Anything in this Agreement or the Notes to
the contrary notwithstanding, any payment of principal of, interest on, or
Yield-Maintenance Amount payable with respect to, any Note that is due on a
date other than a Business Day shall be made on the next succeeding Business
Day without including the additional days elapsed in the computation of the
interest payable on such next succeeding Business Day.


 


11L.        Satisfaction Requirement.  If any agreement, certificate or other
writing, or any action taken or to be taken, is by the terms of this Agreement
required to be satisfactory to any Purchaser, to any holder of Notes or to the
Required Holder(s), the determination of such satisfaction shall be made by
such Purchaser, such holder or the Required Holder(s), as the case may be, in
the sole and exclusive judgment (exercised in good faith) of the Person or
Persons making such determination, except as otherwise provided in clauses (a) and
(b) of paragraph 6B and paragraph 6C.


 


11M.       GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED
BY, THE LAW OF THE STATE OF ILLINOIS (EXCLUDING ANY CONFLICTS OF LAW RULES
WHICH WOULD OTHERWISE CAUSE THIS AGREEMENT TO BE CONSTRUED OR ENFORCED IN
ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF
ANY OTHER JURISDICTION).


 


11N.       SUBMISSION TO JURISDICTION; WAIVER OF
JURY TRIAL.  ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE NOTES MAY BE BROUGHT IN
THE COURTS OF THE STATE OF ILLINOIS IN COOK COUNTY, ILLINOIS, OR OF THE UNITED
STATES FOR THE NORTHERN DISTRICT OF ILLINOIS AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE COMPANY HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR
PROCEEDING.  THE COMPANY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE 


 


43
















 


AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN
PARAGRAPH 11J, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT.  THE COMPANY AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
ANY OTHER JURISDICTION BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW.  NOTHING HEREIN SHALL AFFECT THE
RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY
IN ANY OTHER JURISDICTION IN WHICH, UNDER APPLICABLE LAW, IN EACH CASE TO THE
EXTENT SUCH RIGHT WOULD EXIST WITHOUT THE BENEFIT OF THIS PARAGRAPH, A LEGAL
PROCEEDING MAY BE COMMENCED AGAINST THE COMPANY.  THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR THE NOTES BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.  TO THE EXTENT
THAT THE COMPANY HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION
OF ANY OF THE AFORESAID COURTS OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY), THE
COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT OR THE NOTES.  THE
COMPANY, PRUDENTIAL AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED THEREBY.


 


11O.                     Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


11P.                       Descriptive
Headings; Advice of Counsel; Interpretation.  The descriptive headings of the several
paragraphs of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement. 
Each party to this Agreement represents to the other parties to this
Agreement that such party has been represented by counsel in connection with
this Agreement and the Notes, that such party has discussed this Agreement and
the Notes with its counsel and that any and all issues with respect to this
Agreement and the Notes have been resolved as set forth herein and
therein.  No provision of this Agreement
or the Notes shall be construed against or interpreted to the disadvantage of
any party hereto by any court or other 


 


44

















 


governmental
or judicial authority by reason of such party having or being deemed to have
structured, drafted or dictated such provision.


 


11Q.                     Counterparts;
Facsimile or Electronic Signatures.  This Agreement may be executed in any number
of counterparts (or counterpart signature pages), each of which counterparts
shall be an original, but all of which together shall constitute one
instrument.  Delivery of an executed counterpart
of a signature page to this Agreement by facsimile or electronic
transmission shall be effective as delivery of a manually executed counterpart
of this Agreement.


 


11R.                      Severalty
of Obligations.  The sales of
Notes to the Purchasers are to be several sales, and the obligations of
Prudential and the Purchasers under this Agreement are several
obligations.  No failure by Prudential or
any Purchaser to perform its obligations under this Agreement shall relieve any
other Purchaser or the Company of any of its obligations hereunder, and neither
Prudential nor any Purchaser shall be responsible for the obligations of, or
any action taken or omitted by, any other such Person hereunder.


 


11S.                       Independent
Investigation.  Each
Purchaser represents to and agrees with each other Purchaser that it has made
its own independent investigation of the condition (financial and otherwise),
prospects and affairs of the Company and its Subsidiaries in connection with
its purchase of the Notes hereunder and has made and shall continue to make its
own appraisal of the creditworthiness of the Company.  No holder of Notes shall have any duties or
responsibility to any other holder of Notes, either initially or on a
continuing basis, to make any such investigation or appraisal or to provide any
credit or other information with respect thereto.  No holder of Notes is acting as agent or in
any other fiduciary capacity on behalf of any other holder of Notes.


 


11T.                       Directly
or Indirectly.  Where any
provision in this Agreement refers to actions to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable
whether the action in question is taken directly or indirectly by such Person.


 


11U.                       Binding
Agreement.  When this
Agreement is executed and delivered by the Company and Prudential, it shall
become a binding agreement between the Company, on one hand, and Prudential, on
the other hand.  This Agreement shall
also inure to the benefit of each Purchaser which shall have executed and
delivered a Confirmation of Acceptance and each such Purchaser shall be bound
by this Agreement to the extent provided in such Confirmation of Acceptance.


 


[Signature Page Follows]


 


45

















 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CORN PRODUCTS INTERNATIONAL,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Cheryl K. Beebe

  
	
   

  	
   

  	
   

  	
  Name: Cheryl K. Beebe

  
	
   

  	
   

  	
   

  	
  Title: Vice President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /Kimberly A. Hunter

  
	
   

  	
   

  	
   

  	
  Name: Kimberly A. Hunter

  
	
   

  	
   

  	
   

  	
  Title: Corporate Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The foregoing Agreement is

  hereby accepted as of the

  date first above written.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRUDENTIAL
  INVESTMENT MANAGEMENT, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  G.
  A. Colletta

  	
   

  	
   

  
	
   

  	
  Vice President

  	
   

  	
   

  



 


46

















 


PURCHASER SCHEDULE


 


PRUDENTIAL INVESTMENT MANAGEMENT, INC.


 


(1)                                  All payments to Prudential
shall be made by wire transfer of immediately available funds for credit to:


 


JPMorgan Chase Bank


New York, New York


ABA No.: 021-000-021


Account No.: 
304232491


Account Name: 
PIM Inc. — PCG


 


(2)                                  Address for all
notices relating to payments:


 


Prudential
Investment Management, Inc.

c/o The Prudential Insurance Company of America

Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, New Jersey 07102-4077


 


Attention:  Manager


 


(3)                                  Address for all other
communications and notices:


 


Prudential
Investment Management, Inc.

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

Chicago, Illinois 60601


 


Attention:  Managing Director


 


(4)                                  Recipient of
telephonic prepayment notices:


 


Manager, Trade Management Group

Telephone:  (973) 367-3141

Facsimile:  (800) 224-2278


 


(5)                                  Tax
Identification No.:  22-2540245


 


1

















 


EXHIBIT A


 


[FORM OF SHELF NOTE]


 


CORN PRODUCTS INTERNATIONAL, INC.


 


      % SENIOR SERIES
       NOTE DUE                     


 


No.      

ORIGINAL PRINCIPAL AMOUNT:

ORIGINAL ISSUE DATE:

INTEREST RATE:

INTEREST PAYMENT DATES:

FINAL MATURITY DATE:

PRINCIPAL PREPAYMENT DATES AND AMOUNTS:

PPN                              



 


FOR VALUE RECEIVED, the
undersigned, Corn Products International, Inc., a corporation organized
and existing under the laws of the State of Delaware (herein called the “Company”),
hereby promises to pay to
                                                ,
or registered assigns, the principal sum of
                                        
DOLLARS [on the Final Maturity Date specified above] [, payable on the
Principal Prepayment Dates and in the amounts specified above, and on the Final
Maturity Date specified above in an amount equal to the unpaid balance of the
principal hereof,] with interest (computed on the basis of a 360-day
year—30-day month) (a) on the unpaid balance thereof at the Interest Rate
per annum specified above (or, during any period when an Event of Default shall
be in existence, at the election of the Required Holder(s) of this Series of
Notes at the Default Rate (as defined below)), from the date hereof, payable in
arrears on each Interest Payment Date specified above and on the Final Maturity
Date specified above, commencing with the Interest Payment Date next succeeding
the date hereof, until the principal hereof shall have become due and payable,
and (b) on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of Yield Maintenance Amount and, to the extent
permitted by applicable law, any overdue payment of interest, payable on each
Interest Payment Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the Default
Rate.  The “Default Rate” shall mean a
rate per annum from time to time equal to the lesser of (i) the maximum
rate permitted by applicable law, and (ii) the greater of (a) 2.00%
over the Interest Rate specified above or (b) 2.00% over the rate of
interest publicly announced by JPMorgan Chase Bank, National Association, from
time to time in New York City as its Prime Rate.


 


Payments of principal of,
interest on and any Yield Maintenance Amount payable with respect to this Note
are to be made at the main office of JPMorgan Chase Bank, National Association,
in New York City or at such other place as the holder hereof shall designate to
the Company in writing, in lawful money of the United States of America.


 


A-1

















 


This Note is one of a series
of Senior Notes (herein called the “Notes”) issued pursuant to a Private Shelf
Agreement, dated as of March 25, 2010 (herein called the “Agreement”),
between the Company, on the one hand, and Prudential Investment Management, Inc.
and each Prudential Affiliate which becomes party thereto, on the other hand,
and is entitled to the benefits thereof.


 


This Note is a registered
Note and, as provided in the Agreement, upon surrender of this Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or such holder’s
attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee.  Notwithstanding the foregoing, this Note is
subject to certain transfer restrictions set forth in paragraph 11E of the
Agreement.  Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company shall not be affected by any notice to
the contrary.


 


[The Company
agrees to make required prepayments of principal on the dates and in the
amounts specified above or in the Agreement.]  [This
Note is [also] subject to optional prepayment, in whole
or from time to time in part, on the terms specified in the Agreement.]


 


The Company and any and all
endorsers, guarantors and sureties severally waive grace, demand, presentment
for payment, notice of dishonor or default, notice of intent to accelerate,
notice of acceleration (except to the extent required in the Agreement),
protest and diligence in collecting in connection with this Note, whether now
or hereafter required by applicable law.


 


In case an Event of Default
shall occur and be continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner and with the effect provided in
the Agreement.


 


Capitalized terms used
herein which are defined in the Agreement and not otherwise defined herein
shall have the meanings as defined in the Agreement.


 


THIS NOTE
IS INTENDED TO BE PERFORMED IN THE STATE OF ILLINOIS AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAW OF SUCH STATE (EXCLUDING ANY CONFLICTS OF
LAW RULES WHICH WOULD OTHERWISE CAUSE THIS NOTE TO BE CONSTRUED OR ENFORCED IN
ACCORDANCE WITH THE LAWS OF ANY OTHER JURISDICTION).


 


	
   

  	
  CORN PRODUCTS INTERNATIONAL,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


A-2

















 


EXHIBIT B


 


[FORM OF REQUEST FOR PURCHASE]


 


CORN PRODUCTS INTERNATIONAL, INC.


 


REQUEST FOR PURCHASE


 


Reference is made to the Private
Shelf Agreement (the “Agreement”), dated as of March 25, 2010, between
Corn Products International, Inc. (the “Company”), on the one hand, and
Prudential Investment Management, Inc. (“Prudential”) and each Prudential
Affiliate which becomes party thereto, on the other hand.  Capitalized terms used and not otherwise
defined herein shall have the respective meanings specified in the Agreement.


 


Pursuant to Paragraph 2C of
the Agreement, the Company hereby makes the following Request for Purchase:


 


1.                                       Aggregate
principal amount of the Notes covered hereby (the “Notes”)
$                    (1)


 


2.                                       Individual
specifications of the Notes:


 


	
   

  	
   

  	
  Principal

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Final

  	
   

  	
  Prepayment

  	
   

  	
  Interest

  	
   

  
	
  Principal

  	
   

  	
  Maturity

  	
   

  	
  Dates and

  	
   

  	
  Payment

  	
   

  
	
  Amount

  	
   

  	
  Date

  	
   

  	
  Amounts

  	
   

  	
  Period(2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3.                                       Use of proceeds
of the Notes:


 


4.                                       Proposed day
for the closing of the purchase and sale of the Notes:


 


5.                                       The purchase
price of the Notes is to be transferred to:


 


	
   

  	
   

  	
   

  	
   

  
	
  Name,

  	
   

  	
  Address

  	
   

  
	
  and
  ABA Routing

  	
   

  	
  Number of

  	
   

  
	
  Number of Bank

  	
   

  	
  Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


6.                                       The Company
certifies (a) that the representations and warranties contained in
paragraph 8 of the Agreement are true on and as of the date of this Request for



 






(1) Minimum principal
amount of $10,000,000


 


(2) Specify quarterly
or semiannually in arrears


 


B-1

















 


Purchase,
and (b) that there exists on the date of this Request for Purchase no
Event of Default or Default.


 


7.                                       The Issuance
Fee to be paid pursuant to the Agreement will be paid by the Company on the
closing date.


 


Dated:


 


	
   

  	
  CORN PRODUCTS INTERNATIONAL,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


B-2

















 


EXHIBIT C


 


[FORM OF CONFIRMATION OF ACCEPTANCE]


 


CORN PRODUCTS INTERNATIONAL, INC.


 


CONFIRMATION OF ACCEPTANCE


 


Reference is made to the
Private Shelf Agreement (the “Agreement”), dated as of March 25, 2010
between Corn Products International, Inc. (the “Company”), on the one
hand, and Prudential Investment Management, Inc. (“Prudential”) and each
Prudential Affiliate which becomes party thereto, on the other hand.  All terms used herein that are defined in the
Agreement have the respective meanings specified in the Agreement.


 


Prudential or the Prudential
Affiliate which is named below as a Purchaser of Notes hereby confirms the
representations as to such Notes set forth in paragraph 9 of the Agreement, and
agrees to be bound by the provisions of paragraphs 2E and 2G of the Agreement
relating to the purchase and sale of such Notes and by the provisions of the
second sentence of paragraph 11A of the Agreement.


 


Pursuant to paragraph 2E of
the Agreement, an Acceptance with respect to the following Accepted Notes is
hereby confirmed:


 


I.                                         Accepted
Notes:  Aggregate principal amount
$                                    

(A)                              (a)  Name
of Purchaser:


(b)  Principal amount:


(c)  Final maturity date:


(d)  Principal prepayment dates and
amounts:


(e)  Interest rate:


(f)  Interest payment period:


(g)  Payment and notice instructions: As
set forth on attached Purchaser Schedule


 


(B)                                (a) Name
of Purchaser:


(b) Principal amount:


(c) Final maturity date:


(d) Principal prepayment dates and
amounts:


(e) Interest rate:


(f) Interest payment period:


(g) Payment and notice instructions: As
set forth on attached Purchaser Schedule


 


[(C),
(D)                                                same
information as above.]


 


II.                                     Closing Day:


 


III.                                 Issuance Fee:


 


	
  Dated:

  	
   

  	
   

  



 


 


C-1

















 


	
   

  	
  CORN PRODUCTS INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [PRUDENTIAL AFFILIATE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  



 


C-2