AMENDMENT TO AGREEMENT AND PLAN
OF MERGER AND REORGANIZATION
AMENDMENT
TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of
August 5, 2008 (this “ Amendment ”), among
BUNGE LIMITED, an exempted limited liability company organized and
existing under the laws of Bermuda (“ Parent ”),
BLEECKER ACQUISITION CORP., a Delaware corporation and a direct,
wholly owned subsidiary of Parent (“ Merger Sub
”), and CORN PRODUCTS INTERNATIONAL, INC., a Delaware
corporation (the “ Company ”).
WHEREAS,
the parties hereto are parties to the Agreement and Plan of Merger
and Reorganization, dated as of June 21, 2008 (the “
Merger Agreement ”); and
WHEREAS,
the parties to the Merger Agreement desire to amend certain
provisions thereof.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be
legally bound hereby, Parent, Merger Sub and the Company hereby
agree as follows (all capitalized terms not defined herein shall
have the meanings specified in the Merger Agreement):
Section 1.
Amendments to the Merger Agreement .
(a) Section 4.03(a) of the Merger Agreement is hereby
amended and restated in its entirety to read as follows:
“The
authorized capital stock of the Company consists of
(i) 200,000,000 Shares, and (ii) 25,000,000 shares of
preferred stock, par value $0.01 per share (“ Company
Preferred Stock ”). As of June 19, 2008,
(i) 74,352,843 Shares were issued and outstanding (not
including Shares held in the treasury of the Company), all of which
are duly authorized, validly issued, fully paid and non-assessable,
(ii) 966,931 Shares were held in the treasury of the Company,
(iii) no Shares are held by the Subsidiaries,
(iv) 5,041,352 Shares were reserved for future issuance
pursuant to outstanding Company Stock Options, Company Restricted
Stock Awards, Company Performance Share Awards and other purchase
rights (the “ Company Stock Awards ”) granted
pursuant to the Company Stock Option Plan, (v) 288,983 shares
were reserved for future issuance under the Company’s
Supplemental Executive Retirement Plan and the Company’s
Deferred Compensation Plan for Outside Directors, and (vi) no
shares of Company Preferred Stock were issued and outstanding.
Except as set forth in this Section 4.03 , there are no
options, warrants, convertible debt or o
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