FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Exhibit 4.5
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), is made and
entered into as of October 30, 2007, 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
(collectively, the “Lenders”), BANK OF MONTREAL, as Canadian Funding Agent for the Canadian
Lenders (the “Canadian Funding Agent”), as issuing bank under the Canadian Facility (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 (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 a certain Revolving Credit Agreement, dated as of April 26, 2006 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms used herein and not otherwise defined shall have the meanings assigned to such
terms in the Credit Agreement), pursuant to which the Lenders have made certain financial
accommodations available to the Borrowers;
WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent amend
certain provisions of the Credit Agreement, and subject to the terms and conditions hereof, the
Lenders are willing to do so;
NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of
which are acknowledged, the Borrowers, the Lenders and the Administrative Agent agree as follows:
1. Amendments.
(a) Section 1.1 of the Credit Agreement is hereby amended by replacing the definition of
“Canadian L/C Commitment” in its entirety with the following definition:
“Canadian L/C Commitment” shall mean a portion of the Canadian Facility
Commitments that may be used by the Canadian Borrower for the issuance of Letters of
Credit in an aggregate face amount not to exceed $10,000,000 or the Canadian Dollar
Equivalent thereof at any one time.
2. Conditions to Effectiveness of this Amendment. Notwithstanding any other provision
of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is
understood and agreed that this Amendment shall not become effective, and the Borrowers shall have
no rights under this Amendment, until the Administrative Agent shall have received executed
counterparts to this Amendment from the Borrowers and the Required Lenders.
3. Representations and Warranties. To induce the Lenders and the Administrative Agent
to enter into this Amendment, each Loan Party hereby represents and warrants to the Lenders and the
Administrative Agent:
(a) Each Borrower and each of its Subsidiaries is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation and has all
requisite power and authority to carry on its business as now conducted;
(b) The execution, delivery and performance by the Borrowers of this Agreement and the
other Loan Documents, and the consummation of the transactions contemplated hereby, are within each
Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do
not contravene (i) any Borrower’s charter or by-laws or (ii) any law or contractual restriction
binding on or affecting any Borrower;
(c) The execution, delivery and performance by each Borrower of this Agreement and of the
other Loan Documents to which it is a party (a) do not require any consent or approval of,
registration or filing with, or any action by, any governmental authority, except those as have
been obtained or made and are in full force and effect, (b) will not violate any requirements of
law applicable to any Borrower or any of its Subsidiaries or any judgment, order or ruling of any
governmental authority, (c) will not violate or result in a default under any indenture, material
agreement or other material instrument binding on any Borrower 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 any Borrower or
any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any
asset of any Borrower or any of its Subsidiaries;
(d) This Amendment has been duly executed and delivered and constitutes a legal, valid and
binding obligation of each Borrower, enforceable against each Borrower in accordance with its terms
except as the enforceability hereof may be limited by bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors’ rights generally; and
(e) After giving effect to this Amendment, the representations and warranties contained in the
Credit Agreement and the other Loan Documents are true and correct in all material respects, and no
Default or Event of Default has occurred and is continuing as of the date hereof.
4. Reaffirmation of Parent Guaranty. The U.S. Borrower consents to the execution and
delivery by the Canadian Borrower of this Amendment and jointly and severally
ratify and confirm the terms of the Parent Guaranty Agreement with respect to the indebtedness
now or hereafter outstanding under the Credit Agreement as amended hereby and all promissory notes
issued thereunder. The U.S. Borrower acknowledges that, notwithstanding anything to the contrary
contained herein or in any other document evidencing any indebtedness of the Canadian Borrower to
the Lenders or any other obligation of the Canadian Borrower, or any actions now or hereafter taken
by the Lenders with respect to any obligation of the Canadian Borrower, the Parent Guaranty
Agreement (i) is and shall continue to be a primary obligation of the U.S. Borrower, (ii) is and
shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable
guaranty of payment, and (iii) is and shall continue to be in full force and effect in accordance
with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change
or affect the original liability of the U.S. Borrower under the Parent Guaranty Agreement.
5. Effect of Amendment. Except as set forth expressly herein, all terms of the Credit
Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and
effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrowers
to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power
or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of
the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the
Credit Agreement.
6. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the internal laws of the State of New York and all applicable federal laws of the United
States of America.
7. No Novation. This Amendment is not intended by the parties to be, and shall not be
construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard
thereto.
8. Costs and Expenses. The Borrowers agree to pay on demand all costs and expenses of
the Administrative Agent in connection with the preparation, execution and delivery of this
Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside
counsel for the Administrative Agent with respect thereto.
9. Counterparts. This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts, each of which shall be deemed an original and all of which,
taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed
counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be
as effective as delivery of a manually executed counterpart hereof.
10. Binding Nature. This Amendment shall be binding upon and inure to the benefit of
the parties hereto, their respective successors, successors-in-titles, and assigns.
11. Entire Understanding. This Amendment sets forth the entire understanding of the
parties with respect to the matters set forth herein, and shall supersede any prior negotiations or
agreements, whether written or oral, with respect thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, under
seal in the case of the Borrowers, by their respective authorized officers as of the day and year
first above written.
| CORN PRODUCTS INTERNATIONAL, INC., as U.S. Borrower |
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| By: | /s/ XXXXXX X. XXXXX | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President and Chief Financial Officer | |||
| By: | /s/ XXXXXXXX X. XXXXXX | |||
| Name: | Xxxxxxxx X. Xxxxxx | |||
| Title: | Treasurer | |||
| CANADA STARCH OPERATING COMPANY INC., as Canadian
Borrower |
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| By: | /s/ XXXXXX X. XXXXX | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President and Chief Financial
Officer of Corn Products International, Inc., Authorized Signatory of Canada Starch Operating Company Inc. |
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| By: | /s/ XXXXXXXX X. XXXXXX | |||
| Name: | Xxxxxxxx X. Xxxxxx | |||
| Title: | Treasury of Corn Products International, Inc., Authorized Signatory of Canada Starch Operating Company Inc. | |||
Signature Page to First Amendment to Revolving Credit Agreement
| SUNTRUST BANK, as Lender, Administrative Agent, U.S. Issuing Bank and U.S. Swing Line Lender |
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| By: | /s/ XXXX-XXXX XXXXX | |||
| Name: | Xxxx-Xxxx Xxxxx | |||
| Title: | Director | |||
Signature Page to First Amendment to Revolving Credit Agreement
| BANK OF MONTREAL, as Lender, Canadian Funding Agent,
Canadian Issuing Bank and Canadian Swing Line Lender |
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| By: | /s/ XXX XXXXXXXXX | |||
| Name: | Xxx Xxxxxxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Revolving Credit Agreement
| XXXXXX X.X., as Lender and Syndication Agent |
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| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Revolving Credit Agreement
| ING CAPITAL LLC, as Lender and Co-Documentation Agent |
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| By: | /s/ XXXX X XXXXXX | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Revolving Credit Agreement
| COÖPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.,
“RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as Lender and Co-Documentation Agent |
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| By: | /s/ XXXXX XXXXX | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Vice President | |||
| By: | /s/ XXXXX XXXXXXX | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Executive Director | |||
| RABOBANK NEDERLAND CANADIAN BRANCH, as Lender |
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| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ XXXXX XXXXXXXXXX | |||
| Name: | Xxxxx Xxxxxxxxxx | |||
| Title: | Vice president | |||
Signature Page to First Amendment to Revolving Credit Agreement
| BANK OF AMERICA, N.A. as Lender |
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| By: | /s/ XXXXXX X. XXXXXX | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
Signature Page to First Amendment to Revolving Credit Agreement
| BANK OF CHINA, NEW YORK BRANCH, as Lender |
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| By: | /s/ XXXXXXX X. XXXXX | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Deputy General Manager | |||
Signature Page to First Amendment to Revolving Credit Agreement
| BANK OF CHINA, LOS ANGELES BRANCH, as Lender |
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| By: | /s/ XXXX XXXX | |||
| Name: | Xxxx Xxxx | |||
| Title: | Branch Manager & First Vice President | |||
Signature Page to First Amendment to Revolving Credit Agreement
| THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as Lender |
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| By: | /s/ XXXXXXXX XXXXX | |||
| Name: | Xxxxxxxx Xxxxx | |||
| Title: | Authorized Signatory | |||
| By: | /s/ XXXXXX XXXXX | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Authorized Signatory | |||
Signature Page to First Amendment to Revolving Credit Agreement
| FARM CREDIT BANK OF TEXAS, as Lender |
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| By: | /s/ XXXX X. XXXX | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Managing Director | |||
Signature Page to First Amendment to Revolving Credit Agreement
| MIZUHO CORPORATE BANK, LTD., as Lender |
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| By: | /s/ HIDEKATSU TAKE | |||
| Name: | Hidekatsu Take | |||
| Title: | Deputy General Manager | |||
Signature Page to First Amendment to Revolving Credit Agreement
| NATIONAL CITY BANK OF THE MIDWEST, as Lender |
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| By: | /s/ XXXXXXX XXXXX | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Revolving Credit Agreement
| U.S. BANK NATIONAL ASSOCIATION, as Lender |
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| By: | /s/ XXXXX X. XXXXXXX | |||
| Name: | Xxxxx X. XxXxxxx | |||
| Title: | Senior Vice President | |||
Signature Page to First Amendment to Revolving Credit Agreement
| THE BANK OF NEW YORK, as Lender |
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| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Revolving Credit Agreement
| FARM CREDIT SERVICES OF AMERICA, PCA, as Lender |
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| By: | /s/ XXXXX X. XXXXX | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Revolving Credit Agreement
| FIFTH THIRD BANK (CHICAGO), A MICHIGAN BANKING CORPORATION, as Lender |
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| By: | /s/ XXXXXX X. XXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Revolving Credit Agreement
| GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as Lender |
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| By: | /s/ XXX XXXXXXX | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Assistant Vice president/Lending Officer | |||
Signature Page to First Amendment to Revolving Credit Agreement
| THE NORTHERN TRUST COMPANY, as Lender |
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| By: | /s/ XXXXX XXXXXX | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Revolving Credit Agreement
| 1ST FARM CREDIT SERVICES, PCA, as Lender |
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| By: | /s/ XXXX X. XXXXXXXXXX | |||
| Name: | Xxxx X. Xxxxxxxxxx | |||
| Title: | VP, Illinois Capital Markets Group | |||
Signature Page to First Amendment to Revolving Credit Agreement
| THE BANK OF NOVA SCOTIA, as Lender |
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| By: | /s/ XXXX XXXXXXX | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Director | |||
Signature Page to First Amendment to Revolving Credit Agreement
| THE BANK OF NOVA SCOTIA — Houston Branch, as US Lender |
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| By: | /s/ X. X. XXXX | |||
| Name: | X.X. Xxxx | |||
| Title: | Managing Director | |||
Signature Page to First Amendment to Revolving Credit Agreement
