exv4w4



 






Exhibit 4.4




Execution Copy




FIRST AMENDMENT TO 
 REVOLVING CREDIT AGREEMENT




          This First Amendment to Revolving Credit Agreement, dated as of October 8, 2004 (this
“Amendment”), by and among CORN PRODUCTS INTERNATIONAL, INC., a Delaware corporation (the “U.S.
Borrower”), CANADA STARCH OPERATING COMPANY INC., a company constituted under the federal laws of
Canada (the “Canadian Borrower”; together with the U.S. Borrower, each individually a “Borrower”
and collectively the “Borrowers”), the several banks and other financial institutions and lenders
from time to time party hereto (the “Lenders”), Bank of Montreal, as Canadian Funding Agent for
the Canadian Lenders (as defined herein) (the “Canadian Funding Agent”), as issuing bank
under the Canadian Facility (as defined herein) (the “Canadian Issuing Bank”) and as swing
line lender under the Canadian Facility (the “Canadian Swing Line Lender”), and SUNTRUST
BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as
issuing bank under the U.S. Facility (as defined herein) (the
“U.S. Issuing Bank”) and as swing
line lender under the U.S. Facility (the “U.S. Swing Line
Lender”).



WITNESSETH:




          WHEREAS, the Borrowers, the Lenders, the Canadian Funding Agent and the Administrative Agent
are parties to that certain Revolving Credit Agreement, dated as of September 2, 2004 (as amended,
restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”);



          WHEREAS,
the Borrowers have requested that the Administrative Agent and the Lenders agree to
amend the Credit Agreement so as to make certain changes in the terms and conditions of the Credit
Agreement as more fully set forth herein;



          NOW, THEREFORE, in consideration of the mutual promises and conditions contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:



          1. Definitions. Capitalized terms used herein but not otherwise defined shall
have the meaning assigned to such terms in the Credit Agreement.



          2. Amendment
to Section 1.1 of the Credit Agreement.  Section 1.1 of the
Credit Agreement is hereby amended by replacing the definition of “Canadian Swing
Line Commitment” with the following new definition:




     “Canadian Swing Line Commitment” shall mean the commitment of the
Canadian Swing Line Lender to make Canadian Swing Line Loans in an aggregate
principal amount at any time outstanding not to exceed Cdn.$3,000,000 or the U.S.
Dollar Equivalent thereof at any one time.



 









 





          3. Amendment
to Section 3.13(a) of the Credit Agreement.  Section 3.13(a)
of the Credit Agreement is hereby amended by adding the following new sentence to the
end thereof:




Canadian Swing Line Loans made to the Canadian Borrower shall be in either
Canadian Dollars or U.S. Dollars, at the option of the Canadian Borrower.



          4. Amendment
to Section 3.13(b) of the Credit Agreement. Section 3.13 of
the Credit Agreement is hereby amended by replacing subsection (b) of such Section in
its entirety with the following:




     (b) The Canadian Borrower shall give the Canadian Funding Agent and the
Administrative Agent written notice (or telephonic notice promptly confirmed in
writing) of each Canadian Swing Line Borrowing substantially in the form of
Exhibit J attached hereto (“Notice of Canadian Swing Line Borrowing”)
prior to 1:00 p.m. (Toronto, Canada time) on the requested date of each Canadian
Swing Line Borrowing. Each Notice of Canadian Swing Line Borrowing shall be
irrevocable and shall specify: (i) the principal amount of such Canadian Swing
Line Loan, (ii) the date of such Canadian Swing Line Loan (which shall be a
Business Day) and (iii) the account of the Canadian Borrower to which the proceeds
of such Canadian Swing Line Loan should be credited. The Canadian Funding Agent
will promptly advise the Canadian Swing Line Lender of each Notice of Canadian
Swing Line Borrowing. Each Canadian Swing Line Loan shall accrue interest at the
Canadian Swing Line Rate and shall have an Interest Period (subject to the
definition thereof) as agreed between the Canadian Borrower and the Canadian Swing
Line Lender. The aggregate principal amount of each Canadian Swing Line Loan shall
be not less than Cdn.$100,000 or the U.S. Dollar Equivalent thereof or a larger
multiple of Cdn.$50,000 or the U.S. Dollar Equivalent thereof, or such other
minimum amounts agreed to by the Canadian Swing Line Lender and the Canadian
Borrower. The Canadian Swing Line Lender will make the proceeds of each Canadian
Swing Line Loan available to the Canadian Borrower in Canadian Dollars or U.S.
Dollars in immediately available funds at the account specified by the Canadian
Borrower in the applicable Notice of Canadian Swing Line Borrowing not later than
2:00 p.m. (Toronto, Canada time) on the requested date of such Canadian Swing Line
Loan.



          5. Conditions
to Effectiveness of Amendment. This Amendment shall become effective
upon the receipt by the Administrative Agent of a duly executed counterpart of this Amendment
executed by the Borrowers and the Required Lenders.



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          6. Representations and Warranties. Each Borrower hereby represents and
warrants to the Administrative Agent and Lenders that:




   a. the execution, delivery and performance of this Amendment (i) are within
such Borrower’s corporate power, (ii) have been duly authorized by all necessary
corporate and shareholder action, (iii) do not require the consent, approval,
authorization of, or registration or filing with, any Person, except those as have
been obtained or made and are in full force and effect, and (iv) will not violate
any requirement of law applicable to such Borrower or will not violate or result in
a default under any indenture, material agreement or other material instrument
binding on such Borrower or such Borrower’s charter or by-laws;




   b. this Amendment has been duly executed and delivered for the benefit or
on behalf of such Borrower and constitutes the legal, valid and binding obligation
of such Borrower, enforceable against it in accordance with its terms, except as
the enforceability hereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws affecting creditors’ rights and
remedies in general, and by principles of equity; and




   c. after giving effect to this Amendment, all of the representations and
warranties set forth in Article VI of the Credit Agreement, except for changes
expressly permitted herein and except to the extent such representations and
warranties relate solely to an earlier date, are true and correct in all material
respects and no Event of Default has occurred and is continuing as of the date
hereof.



          7. Survival.  Except as expressly provided herein, the Credit Agreement shall
continue in full force and effect, and the unamended terms and conditions of the Credit
Agreement are expressly incorporated herein and ratified and confirmed in all respects.
This Amendment is not intended to be or create, nor shall it be construed as, a novation
or an accord and satisfaction.



          8. Effect of Amendment. From and after the date hereof, references to the
Credit Agreement shall be references to the Credit Agreement as amended hereby.



          9. Entire Understanding. This Amendment constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof. Neither this
Amendment nor any provision hereof may be changed, waived, discharged, modified or
terminated orally, but only by an instrument in writing signed by the parties required to
be a party thereto pursuant to the Credit Agreement.



          10. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.



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          11. Counterparts. This Amendment may be executed by one or more of the parties to this
Amendment on any number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the  same instrument.



[SIGNATURE PAGES FOLLOW]




 


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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
as of the day and year first written above.



	 	 	 	 	 	 	 	 	 
	 	 	CORN PRODUCTS INTERNATIONAL,

INC.,

as U.S. Borrower

	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Cheryl K. Beebe	 	 
	 	 	 	 	 	 	 
	

	 	  Name:
	 	 	 	Cheryl K. Beebe
	 	 
	

	 	  Title:
	 	 	 	Vice President and
	 	 
	

	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Kimberly A. Hunter	 	 
	 	 	 	 	 	 	 
	

	 	  Name:
	 	 	 	Kimberly A. Hunter	 	 
	

	 	  Title:
	 	 	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CANADA STARCH OPERATING

COMPANY INC., as Canadian Borrower
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Cheryl K. Beebe
	 	 
	 	 	 	 	 	 	 
	

	 	  Name:
	 	 	 	Cheryl K. Beebe	 	 
	

	 	  Title:
	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Kimberly A. Hunter	 	 
	 	 	 	 	 	 	 
	

	 	  Name:
	 	 	 	Kimberly A. Hunter	 	 
	

	 	  Title:
	 	 	 	Authorized Signatory	 	 






FIRST AMENDMENT TO CREDIT AGREEMENT