EXHIBIT 10
AMENDMENT TO
CORNPRODUCTSMCP SWEETENERS LLC
LIMITED LIABILITY COMPANY AGREEMENT
THIS AMENDMENT ("AMENDMENT") IS DATED THIS 1ST DAY OF JULY, 2002 AND IS
MADE BY AND BETWEEN MINNESOTA CORN PROCESSORS, LLC, A COLORADO LIMITED LIABILITY
COMPANY ("MCP") AND CORN PRODUCTS INTERNATIONAL, INC., A DELAWARE CORPORATION
("CORN PRODUCTS").
WHEREAS, MCP AND CORN PRODUCTS DESIRE TO EFFECTUATE AN AMENDMENT TO THE
CORNPRODUCTSMCP SWEETENERS LLC LIMITED LIABILITY COMPANY AGREEMENT, ENTERED INTO
EFFECTIVE DECEMBER 1, 2000 ("AGREEMENT");
WHEREAS, THIS AMENDMENT IS BY WRITTEN AGREEMENT PURSUANT TO SECTION 14.6 OF
THE AGREEMENT;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND AGREEMENTS MADE
HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:
1. EFFECTIVE FOR CALENDAR YEAR 2002 ONLY, SECTION 12.2(d) OF THE
AGREEMENT SHALL BE AMENDED TO READ AS FOLLOWS:
(d) IN THE EVENT OF A DISSOLUTION OF THE COMPANY PURSUANT TO SECTION
12.1(d), SUCH DISSOLUTION SHALL BE EFFECTIVE AS OF THE END OF THE
CALENDAR YEAR IN WHICH THE DISSOLUTION NOTICE IS GIVEN IF SUCH
DISSOLUTION NOTICE IS GIVEN ON OR PRIOR TO SEPTEMBER 30 OF SUCH
CALENDAR YEAR. IF SUCH DISSOLUTION NOTICE IS GIVEN AFTER SEPTEMBER 30
IN ANY CALENDAR YEAR, SUCH DISSOLUTION SHALL BE EFFECTIVE AS OF THE
END OF THE NEXT SUCCEEDING CALENDAR YEAR. NOTWITHSTANDING THE
FOREGOING, NO DISSOLUTION PURSUANT TO SECTION 12.1(d) SHALL BE
EFFECTIVE PRIOR TO DECEMBER 31, 2002.
FOR ANY CALENDAR YEAR SUBSEQUENT TO 2002, SECTION 12.2(d) SHALL NOT BE
AMENDED HEREBY AND SHALL REMAIN IN FORCE ACCORDING TO ITS ORIGINAL
TERMS.
2. THAT THIS AMENDMENT IS MADE BY WRITTEN AGREEMENT PURSUANT TO SECTION
14.6 OF THE AGREEMENT AND SHALL BE INCORPORATED AS AN AMENDMENT TO THE
AGREEMENT.
3. THIS AMENDMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH
WILL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH WILL CONSTITUTE ONE IN
THE SAME.
4. THIS AMENDMENT IS ONLY EFFECTIVE UNTIL DECEMBER 31, 2002. AFTER THAT
DATE, THIS AMENDMENT SHALL CEASE ITS EFFECTIVENESS.
5. THIS AMENDMENT SUPPLEMENTS, MODIFIES AND IS MADE A PART OF THE
AGREEMENT. INSOFAR AS THE SPECIFIC TERMS AND CONDITIONS OF THIS
AMENDMENT ARE IN CONFLICT WITH THE TERMS AND CONDITIONS OF THE
AGREEMENT, THE TERMS AND CONDITIONS OF THIS AMENDMENT SHALL GOVERN AND
CONTROL. IN ALL OTHER RESPECTS, THE TERMS AND CONDITIONS OF THE
AGREEMENT SHALL REMAIN UNMODIFIED AND IN FULL FORCE AND EFFECT.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT ON
THE DATE SET BELOW THEIR NAMES, TO BE EFFECTIVE ON THE DATE FIRST
ABOVE WRITTEN.
CORNPRODUCTSMCP SWEETENERS LLC
BY: /s/ Xxxxxxx X. Xxxxxx
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ITS: President & CEO
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DATED: 7/1/02
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MEMBERS:
CORN PRODUCTS INTERNATIONAL, INC. MINNESOTA CORN PROCESSORS, LLC
BY: /s/ Xxxxxx X. Xxxxx III BY: /s/ Xxxxxx Xxxxxxx
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ITS: CEO ITS: Vice President of Finance
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DATED: 7/1/02 DATED: 7/1/02
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