PLACE
TORONTO, ONTARIO M5X 1H3
ATTENTION: DAPHNE GIBBS
TELECOPY NUMBER (416) 941-8852
TO WHOM IT MAY CONCERN:
1) REFERENCE IS MADE TO THE REVOLVING CREDIT AGREEMENT DATED AS OF APRIL 26,
2006 AMONG CORN PRODUCTS INTERNATIONAL, INC., CANADA STARCH OPERATING COMPANY
INC., THE LENDERS PARTIES THERETO, SUNTRUST BANK, BANK OF MONTREAL, HARRIS N.A.,
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL"
NEW YORK BRANCH, ING CAPITAL LLC, AGFIRST FARM CREDIT BANK, AND SUNTRUST CAPITAL
MARKETS, INC. (THE "CREDIT AGREEMENT", CAPITALIZED TERMS USED HEREIN AND NOT
OTHERWISE DEFINED BEING USED HEREIN AS DEFINED IN THE CREDIT AGREEMENT). IN
CONSIDERATION OF THE CANADIAN LOANS AND THE CANADIAN SWING LINE LOANS MADE UNDER
THE CREDIT AGREEMENT AND THE LETTERS OF CREDIT ISSUED BY THE CANADIAN ISSUING
BANK UNDER THE CREDIT AGREEMENT:
(A)
BY BANK OF MONTREAL, AS CANADIAN ISSUING BANK AND CANADIAN SWING LINE
LENDER, AND THE CANADIAN LENDERS (HEREINAFTER COLLECTIVELY CALLED "LENDERS")
(B)
TO CANADA STARCH OPERATING COMPANY INC. (HEREIN CALLED "BORROWER")
(C)
DURING THE PERIOD APRIL 26, 2006 THROUGH THE REVOLVING COMMITMENT TERMINATION
DATE (HEREINAFTER CALLED THE "GUARANTEE PERIOD"),
(D)
UNDER A REVOLVING
LOAN FACILITY EXTENDED UP TO AN AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OF
THE DOLLAR EQUIVALENT OF USD $30,000,000 PURSUANT TO THE CREDIT AGREEMENT (ALL
SUCH CANADIAN LOANS, CANADIAN SWING LINE LOANS AND ALL REIMBURSEMENT OBLIGATIONS
WITH RESPECT TO LETTERS OF CREDIT ISSUED BY THE CANADIAN ISSUING BANK UNDER THE
CANADIAN
I-1
FACILITY) TOGETHER WITH ACCRUED INTEREST AND OTHER REASONABLE EXPENSES
RELATED THERETO, BEING HEREINAFTER CALLED THE "OBLIGATIONS".
THE UNDERSIGNED (HEREINAFTER CALLED "GUARANTOR"), AS GUARANTOR AND NOT AS
PRINCIPAL DEBTOR, HEREBY GUARANTEES REPAYMENT OF THE OBLIGATIONS MADE AND DUE
DURING THE GUARANTEE PERIOD, LESS ANY PRIOR PAYMENTS MADE BY BORROWER ON THE
OBLIGATIONS DURING THE GUARANTEE PERIOD. IN NO EVENT WILL THE LIABILITY OF THE
GUARANTOR HEREUNDER EXCEED AN AGGREGATE TOTAL PRINCIPAL AMOUNT OF THE DOLLAR
EQUIVALENT OF $30,000,000 PLUS ACCRUED INTEREST AND OTHER REASONABLE EXPENSES
RELATING TO THE OBLIGATIONS, TOGETHER WITH ANY AND ALL EXPENSES INCURRED BY YOU
IN ENFORCING YOUR RIGHTS UNDER THIS GUARANTEE. WHEN USED IN THIS AGREEMENT, THE
TERM "OTHER REASONABLE EXPENSES" SHALL MEAN SUCH REASONABLE EXPENSES INCURRED BY
THE LENDERS AS A DIRECT RESULT OF THE OBLIGATIONS OR THIS AGREEMENT. SUBJECT TO
THE LIMITATIONS IN THE PRECEDING TWO SENTENCES, THE UNDERSIGNED AGREES THAT IF
BORROWER DOES NOT PAY ANY OF THE OBLIGATIONS WHEN DUE, GUARANTOR SHALL, WITHIN
FIVE BUSINESS DAYS AFTER DEMAND BY AND RECEIPT OF NOTICE FROM LENDER AS SET
FORTH IN PARAGRAPH 6 BELOW, PAY THE SAME TO LENDER.
IF BORROWER AGREES TO
PAY ANY OBLIGATION IN (I) CURRENCY OTHER THAN US DOLLARS (THE "SPECIFIED
CURRENCY") AND/OR (II) A PLACE OTHER THAN THE UNITED STATES, AND SUCH PAYMENT IS
NOT MADE AS AND WHEN AGREED, WE WILL, UPON YOUR REQUEST, EITHER MAKE PAYMENT IN
OUR SOLE DISCRETION IN THE CURRENCY AND PLACE AS AGREED BY BORROWER OR PAY THE
CANADIAN ISSUING BANK ON BEHALF OF THE APPLICABLE CANADIAN LENDERS AT BANK OF
MONTREAL, GLOBAL DISTRIBUTION, CANADA, 100 KING STREET WEST 19TH