EXHIBIT 4
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of November 18, 2002 (this
"Second Supplemental Indenture"), is entered into by and between Corn Products
International, Inc., a corporation incorporated under the laws of the State of
Delaware (the "Company"), and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Trustee are parties to an Indenture, dated
as of August 18, 1999 (the "Indenture"), relating to the issuance from time to
time by the Company of its Securities on terms to be specified at the time of
issuance;
WHEREAS, Section 2.01 of the Indenture provides that at or prior to the
issuance of any Securities within a series, the terms of the series of
Securities shall be established by a supplemental indenture or an Officers'
Certificate pursuant to authority granted under resolutions of the Board of
Directors of the Company;
WHEREAS, the Company and the Trustee are parties to a First
Supplemental Indenture, dated as of July 8, 2002 (the "First Supplemental
Indenture"), under which was established, pursuant to the Indenture, a series of
Securities designated the 8.25% Senior Notes due 2007 (the "Notes");
WHEREAS, the Company proposes to increase the aggregate principal
amount of the Notes; and
WHEREAS, all conditions necessary to authorize the execution and
delivery of this Second Supplemental Indenture and to make it a valid and
binding agreement of the Company have been done or performed.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Trustee mutually covenant and agree as
follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION
SECTION 1.1 Relation to Indenture. This Second Supplemental Indenture
constitutes an integral part of the Indenture.
SECTION 1.2 Definitions. For all purposes of this Second Supplemental
Indenture, the following terms shall have the respective meanings set forth in
this Section.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.
"Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations; (ii) if the trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such quotations; or (iii) if only one
Reference Treasury Dealer Quotation is received, such quotation.
"Foreign Subsidiary" means a Subsidiary of the Company or any of its
Subsidiaries that is incorporated, organized or formed in a jurisdiction other
than the United States or a State thereof or the District of Columbia.
"Intercompany Indebtedness" means Indebtedness of the Company or any of
its Subsidiaries which, in the case of the Company, is owing to any Subsidiary
of the Company and, in the case of any Subsidiary, is owing to the Company or
any of the Company's direct or indirect Subsidiaries; provided that upon any
disposition, pledge or transfer of any such Indebtedness to a Person (other than
the Company or another Subsidiary of the Company) such Indebtedness shall cease
to be deemed Intercompany Indebtedness on the date of such disposition, pledge
or transfer of such Indebtedness; provided further that Intercompany
Indebtedness shall not include any Indebtedness owed by the Company or a
Subsidiary of the Company to any entity that ceases to be a Subsidiary of the
Company.
"Reference Treasury Dealer" means (i) Xxxxxxx Xxxxx Xxxxxx Inc. (or its
respective affiliates which are Primary Treasury Dealers), and its respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company may substitute another Primary Treasury Dealer; and (ii)
any other Primary Treasury Dealer(s) selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third business day before such Redemption Date.
"Total Consolidated Indebtedness" means, at any date of determination,
an amount equal to the aggregate amount of all Indebtedness of the Company and
the Subsidiaries, determined on a consolidated basis in accordance with
generally accepted accounting principles, outstanding as of the date of
determination.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
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SECTION 1.3 Rules of Construction. For all purposes of this Second
Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) all references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Second
Supplemental Indenture;
(c) the terms "herein," "hereof," "hereunder" and other words of
similar import refer to this Second Supplemental Indenture; and
(d) in the event of a conflict with the definition of terms in the
Indenture, the definitions in this Second Supplemental Indenture shall control.
ARTICLE TWO
THE SECURITIES
SECTION 2.1 Additional Amount of the Notes. The Notes issued under the
First Supplemental Indenture and designated as the 8.25% Senior Notes due 2007
shall be increased by $55,000,000 (the "Additional Principal Amount").
SECTION 2.2 Aggregate Principal Amount. The Notes will be issued in an
aggregate principal amount of $255,000,000 (the "Aggregate Principal Amount",
not including the Notes authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Sections 2.06, 2.07, 2.08, 3.02 or 10.04 of the Indenture). The Aggregate
Principal Amount includes (i) the $200,000,000 principal amount of the Notes
issued and sold pursuant to the Underwriting Agreement, dated as of June 28,
2002, between the Company and Xxxxxxx Xxxxx Barney Inc., as Representative of
the several Underwriters named in Schedule 1 thereto, and (ii) the Additional
Principal Amount of the Notes issued and sold pursuant to the Underwriting
Agreement, dated as of November 8, 2002, between the Company and Xxxxxxx Xxxxx
Xxxxxx Inc.
SECTION 2.3 Maturity Date. The date on which the principal of the Notes
is payable is July 15, 2007, subject to the provisions of the Indenture relating
to acceleration.
SECTION 2.4 Ranking. The Notes will be unsecured senior debt of the
Company and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company.
SECTION 2.5 Interest. The Notes will bear interest from July 8, 2002,
or from the most recent interest payment date to which interest has been paid or
duly provided for, at a rate of 8.25% per annum, payable semi-annually on
January 15 and July 15 of each year, commencing January 15, 2003. The Company
will pay interest to the person in whose name a Note is registered at the close
of business on the January 1 or July 1 preceding the interest payment date. The
Company will compute interest on the basis of a 360-day year consisting of
twelve 30-day months.
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SECTION 2.6 Issuance Price. The purchase price to be paid to the
Company for the sale of the Additional Principal Amount of the Notes pursuant to
the terms of the Underwriting Agreement, dated as of November 8, 2002, between
the Company and Xxxxxxx Xxxxx Barney Inc. shall be 98.40% of the Additional
Principal Amount, plus accrued interest from July 8, 2002, and the initial
offering price to the public of the Additional Principal Amount of the Notes
shall be 99.00% of the Additional Principal Amount, plus accrued interest from
July 8, 2002.
SECTION 2.7 Defeasance. The Notes shall be subject to defeasance under
Section 12.02 of the Indenture.
SECTION 2.8 Form and Dating.
(a) The Notes representing the Additional Principal Amount shall be
substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
shall be dated the date of its authentication.
(b) The terms and provisions contained in the Notes shall constitute,
and are hereby expressly made, a part of this Second Supplemental Indenture, and
the Company and the Trustee, by their execution and delivery of this Second
Supplemental Indenture, expressly agree to such terms and provisions and to be
bound thereby. However, to the extent any provision of any Notes conflicts with
the express provisions of this Second Supplemental Indenture, the provisions of
this Second Supplemental Indenture shall govern and be controlling.
(c) The Notes representing the Additional Principal Amount will be
issued in the form of a fully-registered Global Security. The Global Security
will be deposited with, or on behalf of, the Depositary and registered in the
name of the Depositary or its nominee. Except as set forth in the Prospectus
Supplement dated November 8, 2002, the Global Security may be transferred, in
whole and not in part, only by the Depositary to its nominee or by its nominee
to such Depositary or another nominee of the Depositary or by the Depositary or
its nominee to a successor of the Depositary or a nominee of such successor. If
the Depositary is at any time unwilling or unable to continue as depositary and
a successor depositary is not appointed by the Company within 90 calendar days,
the Company will issue Notes in certificated form in exchange for the Global
Security. In addition, the Company may at any time determine not to have the
Additional Principal Amount of the Notes represented by a Global Security, and,
in such event, will issue Notes in certificated form in exchange for the Global
Security. In either instance, an owner of an interest in the Global Security
would be entitled to physical delivery of such Notes in certificated form. Notes
so issued in certificated form will be issued in denominations of $1,000 and
integral multiples thereof and will be issued in registered form only.
SECTION 2.9 Optional Redemption. (a) The Notes will be redeemable, in
whole or in part, at any time at the option of the Company at a redemption price
(the "Redemption Price") equal to the greater of (i) 100% of the principal
amount of the Notes being redeemed; and (ii) as determined by a Reference
Treasury Dealer, the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes being redeemed from the
redemption date to the maturity date discounted to the date of redemption on a
semi-annual basis (assuming a
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360-day year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Rate (as defined below) plus 35 basis points.
(b) Notice of any redemption will be mailed at least 30 days but not
more that 60 days before the Redemption Date to each holder of the Notes to be
redeemed. Once notice of redemption is mailed, the Notes called for redemption
will become due and payable on the redemption date and at the applicable
redemption price, plus accrued and unpaid interest to the redemption date.
Unless the Company defaults in payment of the Redemption Price, interest will
cease to accrue on the Notes or portions thereof called for redemption on and
after the Redemption Date.
ARTICLE THREE
ADDITIONAL COVENANT OF THE COMPANY
SECTION 3.1 Limitations on Foreign Subsidiary Indebtedness. So long as
any of the Notes remain outstanding, the Company will not cause or permit any of
its Foreign Subsidiaries, directly or indirectly, to create, incur, assume,
suffer to exist, guarantee or in any manner become liable for the payment of any
Indebtedness unless after giving pro forma effect to the incurrence of such
Indebtedness, the aggregate amount of the Indebtedness of all of the Company's
Foreign Subsidiaries as a whole would not exceed 45% of the amount of the then
outstanding Total Consolidated Indebtedness. Total Consolidated Indebtedness and
Indebtedness for purposes of this Section 3.1 shall not include any Intercompany
Indebtedness.
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
SECTION 4.1 Ratification. The Indenture, as supplemented and amended by
the First Supplemental Indenture and this Second Supplemental Indenture, is in
all respects hereby adopted, ratified and confirmed.
SECTION 4.2 Governing Law. This Second Supplemental Indenture shall be
governed by, and construed and enforced in accordance with, the laws of the
jurisdiction which govern the Indenture and its construction.
SECTION 4.3 Counterparts and Method of Execution. This Second
Supplemental Indenture may be executed in several counterparts, all of which
together shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties have not signed the same counterpart.
SECTION 4.4 Section Titles. Section titles are for descriptive purposes
only and shall not control or alter the meaning of this Second Supplemental
Indenture as set forth in the text.
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IN WITNESS WHEREOF, CORN PRODUCTS INTERNATIONAL, INC. AND THE BANK OF
NEW YORK have caused this Second Supplemental Indenture to be duly executed, all
as of the day and year first above written.
CORN PRODUCTS INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Chief
Financial Officer
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President, Finance and
Treasurer
THE BANK OF NEW YORK, AS TRUSTEE
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Agent
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