UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 14, 2007

CORN PRODUCTS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		1-13397		22-3514823
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	5 Westbrook Corporate Center, Westchester, Illinois		60154-5749
	(Address of Principal Executive Offices)		(Zip Code)

(708) 551-2600
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01 Entry into a Material Definitive Agreement.

Corn Products International, Inc. (the “Company”) is a party to a Revolving Credit Agreement (the “Credit Agreement”) made and entered into as of April 26, 2006, by and among the Company, Canada Starch Operating Company Inc., a company constituted under the federal laws of Canada (the “Canadian Borrower”), the several banks and other financial institutions and lenders from time to time party thereto (the “Lenders”), Bank of Montreal, as Canadian Funding Agent, (the “Canadian Funding Agent”), as Canadian issuing bank (the “Canadian Issuing Bank”) and as Canadian swing line lender (the “Canadian Swing Line Lender”), and SunTrust Bank, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as US issuing bank (the “U.S. Issuing Bank”) and as US swing line lender (the “U.S. Swing Line Lender”). On May 14, 2007 the Company, the Canadian Borrower, the Lenders, the Canadian Funding Agent, the Canadian Issuing Bank, the Canadian Swing Line Lender, the Administrative Agent, the U.S. Issuing Bank and the U.S. Swing Line Lender entered into an Extension Letter amending the Credit Agreement to extend the maturity of the Revolving Credit Agreement from April 26, 2011 until April 26, 2012

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

4.4      Extension Letter dated May 14, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

4.4      Extension Letter dated May 14, 2007

May 14, 2007

Corn Products International, Inc.
5 Westbrook Corporate Center
Westchester, IL 60154
Attention: Treasurer

          Re:     Extension Letter

Ladies and Gentlemen:

We refer to that certain Revolving Credit Agreement (the “Credit Agreement”) as made and entered into as of April 26, 2006, 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 thereto (the “Lenders”), Bank of Montreal, as Canadian Funding Agent, (the “Canadian Funding Agent”), as Canadian issuing bank (the “Canadian Issuing Bank”) and as Canadian swing line lender (the “Canadian Swing Line Lender”), and SunTrust Bank, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as US issuing bank (the “U.S. Issuing Bank”) and as US swing line lender (the “U.S. Swing Line Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Credit Agreement.

     You have requested that the Lenders extend the Revolving Commitment Termination Date from April 26, 2011 until April 26, 2012 and the Lenders hereby agree to such extension and as a result thereof, the Borrowers, the Agents and the Lenders agree that the definition of Revolving Commitment Termination Date set forth in the Credit Agreement is hereby amended as follows:

     “Revolving Commitment Termination Date” shall mean the earlier of (i) April 26, 2012, and (ii) the date on which all amounts outstanding under this Agreement have been declared to be, or have automatically become, due and payable pursuant to Article IX.

     Each Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing and that all of the representations and warranties made by it in the Loan Documents are true and correct in all material respects, both immediately before and after giving effect to this letter agreement.

     The amendment set forth above is limited solely to the specific matters listed above and shall not be deemed to be a waiver of any Default or Event of Default or an amendment of any other provision of the Credit Agreement. This letter shall be governed by, and construed in accordance with the internal laws (and not the laws of conflicts) of the State of New York and all applicable laws of the United States of America. All terms of the Credit Agreement and the

other Loan Documents, as modified hereby, remain in full force and effect and constitute the legal, valid, binding obligations of the Borrowers enforceable against each Borrower in accordance with such terms, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally. This letter may be executed in any number of separate counterparts, each of which shall, collectively and separately, constitute one agreement. Delivery of an executed counterpart of this letter agreement by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

[signature pages follow]

Signature Page to Corn Products Extension Letter

Signature Page to Corn Products Extension Letter

Signature Page to Corn Products Extension Letter

Signature Page to Corn Products Extension Letter

Acknowledged and agreed to as of the
date herein above written:

BORROWERS: