<PAGE>

                                                                    Exhibit 10.4


                               BUNGE MASTER TRUST

                           FIRST AMENDED AND RESTATED
                            SERIES 2000-1 SUPPLEMENT

                            Dated as of July 12, 2001

                                       to

                                POOLING AGREEMENT

                           Dated as of August 25, 2000

                                      Among

                              BUNGE FUNDING, INC.,
                                   as Company

                        BUNGE MANAGEMENT SERVICES, INC.,
                                  as Servicer,

                            THE CHASE MANHATTAN BANK
                            as Administrative Agent,

                              COOPERATIEVE CENTRALE
            RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL",
                                 NEW YORK BRANCH
                           as Letter of Credit Agent,

                              THE BANK OF NEW YORK,
                              as Collateral Agent,

                            BUNGE ASSET FUNDING CORP.
                           as Series 2000-1 Purchaser

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                PAGE

<S>                                                                                                              <C>
ARTICLE I
         DEFINITIONS..............................................................................................1
         SECTION 1.01.         Definitions........................................................................1

ARTICLE II
         DESIGNATION OF SERIES 2000-1 VFC CERTIFICATE; PURCHASE AND SALE OF THE
         SERIES 2000-1 VFC
         CERTIFICATE..............................................................................................2
         SECTION 2.01.         Designation........................................................................2
         SECTION 2.02.         The Series 2000-1 VFC Certificate..................................................2
         SECTION 2.03.         Purchases of Interests in the Series 2000-1
                               VFC Certificate....................................................................3
         SECTION 2.04.         Delivery...........................................................................3
         SECTION 2.05.         Procedure for Initial Issuance and for Increasing
                               the Series 2000-1 Invested Amount..................................................3
         SECTION 2.06.         Procedure for Decreasing the Series 2000-1
                               Invested Amount....................................................................5
         SECTION 2.07.         Interest...........................................................................6
         SECTION 2.08.         Indemnification by the Company.....................................................6

ARTICLE III
         ARTICLE III OF THE AGREEMENT.............................................................................7
         SECTION 3A.02.        Establishment of Series 2000-1 Collection
                               Subaccount.........................................................................7
         SECTION 3A.03.        Determination of Interest..........................................................8
         SECTION 3A.04.        Adjustments to Series 2000-1 Invested Amount.......................................8
         SECTION 3A.05.        Applications.......................................................................8

ARTICLE IV
         DISTRIBUTIONS, REPORTS AND LETTER OF CREDIT
         DRAWINGS................................................................................................11
         SECTION 4A.01.        Distributions.....................................................................11
         SECTION 4A.02.        Reports...........................................................................11
         SECTION 4A.03.        Statements and Notices............................................................11
         SECTION 4A.04.        Letter of Credit Drawings.........................................................12
</TABLE>

<PAGE>

<TABLE>

<S>                                                                                                              <C>
ARTICLE V
         ADDITIONAL SERIES 2000-1 EARLY AMORTIZATION
         EVENTS..................................................................................................13
         SECTION 5.01.         Additional Series 2000-1 Early Amortization
                               Events............................................................................13

ARTICLE VI
         SERVICING FEE...........................................................................................15
         SECTION 6.01.         Servicing Compensation............................................................15

ARTICLE VII
         COVENANTS; REPRESENTATIONS  AND WARRANTIES..............................................................16
         SECTION 7.01.         Representations and Warranties of the
                               Company and the Servicer..........................................................16
         SECTION 7.02.         Covenants of the Company and the Servicer.........................................16
         SECTION 7.03.         Negative Covenant of the Company;
                               Covenants of the Servicer.........................................................17
         SECTION 7.04.         Obligations Unaffected............................................................18

ARTICLE VIII
         CONDITIONS PRECEDENT....................................................................................18
         SECTION 8.01.         Conditions Precedent to Effectiveness of
                               Supplement........................................................................18

ARTICLE IX
         MISCELLANEOUS...........................................................................................23
         SECTION 9.01.         Ratification of Agreement.........................................................23
         SECTION 9.02.         Governing Law.....................................................................23
         SECTION 9.03.         Further Assurances................................................................23
         SECTION 9.04.         Payments..........................................................................23
         SECTION 9.05.         Costs and Expenses................................................................23
         SECTION 9.06.         No Waiver; Cumulative Remedies....................................................24
         SECTION 9.07.         Amendments........................................................................24
         SECTION 9.08.         Severability......................................................................25
         SECTION 9.09.         Notices...........................................................................25
         SECTION 9.10.         Successors and Assigns............................................................25
         SECTION 9.11.         Counterparts......................................................................26
         SECTION 9.12.         Setoff............................................................................26
         SECTION 9.13.         No Bankruptcy Petition; No Recourse...............................................26
         SECTION 9.14.         Limitation on Addition of Sellers.................................................28
</TABLE>


                                       ii
<PAGE>

<TABLE>

<S>                            <C>                                                                               <C>
         SECTION 9.15.         Chase Conflict Waiver.............................................................28
         SECTION 9.16.         Limited Recourse..................................................................29

ARTICLE X
         FINAL DISTRIBUTIONS.....................................................................................29
         SECTION 10.01.        Certain Distributions.............................................................29
</TABLE>




                                    EXHIBITS

         Exhibit A         Form of Series 2000-1 VFC Certificate
         Exhibit B         Form of Daily Report
         Exhibit C         Form of Monthly Settlement Statement
         Exhibit D         Form of Notice of Issuance/Increase

                                    SCHEDULES

         Schedule 1        Series 2000-1 Collection Subaccount


                                      iii
<PAGE>


      FIRST AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT dated as of July 12,
2001 (as amended, supplemented or otherwise modified in accordance with the
terms hereof and in effect from time to time, this "SUPPLEMENT"), among the
Company, the Servicer, BAFC, the Collateral Agent, the Administrative Agent, the
Letter of Credit Agent and the Trustee. This Supplement amends and restates that
certain Series 2000-1 Supplement, dated as of August 25, 2000, among the
Company, the Servicer, BAFC, The Chase Manhattan Bank (as subsequently replaced
by The Bank of New York), as the Collateral Agent, the Administrative Agent, the
Letter of Credit Agent and The Chase Manhattan Bank (as subsequently replaced by
The Bank of New York), as the Trustee.

                              W I T N E S S E T H :

      WHEREAS, the Company, the Servicer and the Trustee have entered into the
Pooling Agreement, dated as of August 25, 2000 (as in effect on the date hereof
and as the same may be amended, supplemented or otherwise modified from time to
time, the "AGREEMENT");

      WHEREAS, the Agreement provides, among other things, that the Company, the
Servicer and the Trustee may at any time and from time to time enter into
supplements to the Agreement for the purpose of authorizing the issuance on
behalf of the Trust by the Company for execution and redelivery to the Trustee
for authentication of one or more Series of Investor Certificates; and

      WHEREAS, the Company, the Servicer, the Trustee and BAFC as the Series
2000-1 Purchaser wish to supplement the Agreement as hereinafter set forth.

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby expressly acknowledged, the parties
hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.01. DEFINITIONS. Capitalized terms used herein shall unless
otherwise defined or referenced herein, have the meanings assigned to such terms
in Annex X attached to the Agreement which Annex X is incorporated by reference
herein.

            (a) If any term, definition or provision contained or incorporated
      by reference herein conflicts with or is inconsistent with any term,
      definition or provision contained in the Agreement, the terms and
      provisions of this Supplement shall govern. All Article, Section,
      subsection, Exhibit and Schedule references herein shall mean Article,
      Section or subsection of or Exhibit or Schedule to this Supplement, except
      as otherwise provided herein.
<PAGE>

            (b) Any reference herein to a Schedule or Exhibit to this Supplement
      shall be deemed to be a reference to such Schedule or Exhibit as it may be
      amended, modified or supplemented from time to time to the extent that
      such Schedule or Exhibit may be amended, modified or supplemented (or any
      term or provision of any Transaction Document may be amended that would
      have the effect of amending, modifying or supplementing information
      contained in such Schedule or Exhibit) in compliance with the terms of the
      Transaction Documents.

            (c) Any reference in this Supplement to any representation, warranty
      or covenant "deemed" to have been made is intended to encompass only
      representations, warranties or covenants that are expressly stated to be
      repeated on or as of dates following the execution and delivery of this
      Supplement, and no such reference shall be interpreted as a reference to
      any implicit, inferred, tacit or otherwise unexpressed representation,
      warranty or covenant.

            (d) The words "INCLUDE", "INCLUDES" or "INCLUDING" shall be
      interpreted as if followed, in each case, by the phrase "WITHOUT
      LIMITATION".


                                   ARTICLE II

           DESIGNATION OF SERIES 2000-1 VFC CERTIFICATE; PURCHASE AND
                    SALE OF THE SERIES 2000-1 VFC CERTIFICATE

      SECTION 2.01. DESIGNATION. The Investor Certificate and interest created
and authorized pursuant to the Agreement and this Supplement shall be designated
as the "SERIES 2000-1 VFC CERTIFICATE."

      SECTION 2.02. THE SERIES 2000-1 VFC CERTIFICATE.

            (a) The Series 2000-1 VFC Certificate shall represent a fractional
      undivided interest in the Trust Assets, consisting of the right of the
      Series 2000-1 VFC Certificateholder to receive the distributions specified
      herein out of (i) the Series 2000-1 Invested Percentage (expressed as a
      decimal) of Collections received with respect to the Purchased Loans and
      all other funds on deposit in the Collection Account and (ii) to the
      extent such interests appear herein, all other funds on deposit in the
      Series 2000-1 Collection Subaccount (collectively, the "SERIES 2000-1 VFC
      CERTIFICATEHOLDER'S INTEREST").

            (b) The Series 2000-1 VFC Certificate shall be substantially in the
      form of Exhibit A, and shall, upon issue, be executed by the Company and
      delivered by the Company to the Trustee for authentication and redelivery
      as provided in SECTION 2.04 hereof and SECTION 5.02 of the Agreement. The
      Series 2000-1 VFC Certificate shall not be issued in the form of a single
      global certificate as provided for in SECTION 5.01 of the


                                       2
<PAGE>

      Agreement, but shall instead be issued in the form of one definitive
      certificate, registered in the name of the Series 2000-1 Purchaser as the
      holder thereof.

            (c) The Exchangeable Company Interest and any other Series of
      Investor Certificates outstanding shall represent the ownership interests
      in the remainder of the Trust Assets not allocated pursuant hereto to the
      Series 2000-1 VFC Certificateholder's Interest.

      SECTION 2.03. PURCHASES OF INTERESTS IN THE SERIES 2000-1 VFC CERTIFICATE.

      Subject to the terms and conditions of this Supplement, including delivery
of notice, if any, required by SECTION 2.05, (i) on the Series 2000-1 Issuance
Date, the Series 2000-1 Purchaser shall purchase a Series 2000-1 VFC Certificate
in an amount equal to the Series 2000-1 Initial Invested Amount, and (ii)
thereafter, the Series 2000-1 Purchaser shall maintain its Series 2000-1 VFC
Certificate, subject to increase or decrease during the Series 2000-1 Revolving
Period, in accordance with the provisions of this Series 2000-1 Supplement.
Payments by the Series 2000-1 Purchaser in respect of the Series 2000-1 VFC
Certificate shall be made in immediately available funds to the Trust for
deposit in the Series 2000-1 Collection Subaccount.

      SECTION 2.04. DELIVERY. On the Series 2000-1 Issuance Date, the Company
shall sign on behalf of the Trust and shall direct the Trustee in writing
pursuant to SECTION 5.02 of the Agreement to duly authenticate, and the Trustee,
upon receiving such direction, shall so authenticate the Series 2000-1 VFC
Certificate in the name of the Series 2000-1 Purchaser in accordance with such
written directions. In so doing, the Company acts as agent of the Trust and
shall incur no personal liability in respect of the Investor Certificates. The
Series 2000-1 VFC Certificate shall be issued in a minimum denomination of
$100,000 and in integral multiples of $1,000 in excess thereof. The Trustee
shall mark on its books the actual Series 2000-1 Invested Amount outstanding on
any date of determination, which, absent manifest error, shall constitute PRIMA
facie evidence of the outstanding Series 2000-1 Invested Amount from time to
time.

      SECTION 2.05. PROCEDURE FOR INITIAL ISSUANCE AND FOR INCREASING THE SERIES
2000-1 INVESTED AMOUNT.

            (a) Subject to SUBSECTION 2.05(B), (i) on the Series 2000-1 Issuance
      Date, the Series 2000-1 Purchaser hereby agrees to purchase a Series
      2000-1 VFC Certificate in accordance with SECTION 2.03 and (ii) on any
      Business Day on which the Servicer delivers a Daily Report during the
      Series 2000-1 Commitment Period, the Series 2000-1 Purchaser, the
      Administrative Agent (on behalf of the Liquidity Banks) and the Letter of
      Credit Agent (on behalf of the Letter of Credit Banks) hereby agree that
      the Series 2000-1 Invested Amount may be increased (a "SERIES 2000-1
      INCREASE"), upon the request of the Servicer or the Company on behalf of
      the Trust (each date on which an increase in the Series 2000-1 Invested
      Amount occurs hereunder being herein referred to as the "SERIES 2000-1
      INCREASE DATE" applicable to such Series 2000-1 Increase);


                                       3
<PAGE>

      PROVIDED, HOWEVER, that the Servicer or the Company, as the case may be,
      shall have given the Series 2000-1 Purchaser, the Administrative Agent and
      the Letter of Credit Agent (with a copy to the Trustee) irrevocable
      written notice (effective upon receipt), substantially in the form of
      Exhibit D hereto, of such request no later than (i) if all or a portion of
      the Series 2000-1 Initial Invested Amount or Series 2000-1 Increase Amount
      is to be allocated to a Series 2000-1 CP Tranche, on or prior to the
      Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as the
      case may be or (ii) (x) if the Series 2000-1 Initial Invested Amount or
      Series 2000-1 Increase Amount is to be funded by a Prime Rate Liquidity
      Loan, on or prior to the Series 2000-1 Issuance Date or such Series 2000-1
      Increase Date, as the case may be, or (y) if all or a portion of the
      Series 2000-1 Initial Invested Amount or Series 2000-1 Increase Amount is
      to be funded by a LIBOR Liquidity Loan, three Business Days prior to the
      Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as the
      case may be; PROVIDED, FURTHER, that the provisions of this subsection
      shall not restrict the allocations of Collections pursuant to Article III.
      Such notice shall state (x) the Series 2000-1 Issuance Date or the Series
      2000-1 Increase Date, as the case may be and (y) the Series 2000-1 Initial
      Invested Amount, or the proposed amount of such Series 2000-1 Increase
      (the "SERIES 2000-1 INCREASE AMOUNT"), as the case may be.

            (b) The Series 2000-1 Purchaser shall not be required to make the
      initial purchase of the Series 2000-1 VFC Beneficial Interest on the
      Series 2000-1 Issuance Date or to increase its Series 2000-1 Invested
      Amount on any Series 2000-1 Increase Date hereunder unless:

                  (i) the related aggregate Series 2000-1 Initial Invested
            Amount or Series 2000-1 Increase Amount is equal to $100,000 or an
            integral multiple of $1,000 in excess thereof;

                  (ii) after giving effect to the Series 2000-1 Initial Invested
            Amount or Series 2000-1 Increase Amount, (A) the Series 2000-1
            Invested Amount (calculated without regard to clauses (d) and (e) of
            the definition of Series 2000-1 Invested Amount) would not exceed
            the Series 2000-1 Maximum Invested Amount on the Series 2000-1
            Issuance Date or such Series 2000-1 Increase Date, as the case may
            be, and (B) the Series 2000-1 Allocated Loan Amount would not be
            less than the Series 2000-1 Target Loan Amount on the Series 2000-1
            Issuance Date or such Series 2000-1 Increase Date, as the case may
            be, as set forth in the Daily Report delivered on such date;

                  (iii) no Series 2000-1 Early Amortization Event or Potential
            Series 2000-1 Early Amortization Event under the Agreement or this
            Supplement shall have occurred and be continuing; and

                  (iv) all of the representations and warranties made by each of
            the Company, the Servicer and each Seller in each Transaction
            Document to which it is a party are true and correct in all material
            respects on and as of the


                                       4
<PAGE>

            Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as
            the case may be, as if made on and as of such date (except to the
            extent such representations and warranties are expressly made as of
            another date).

      The Company's acceptance of funds in connection with (x) the Series 2000-1
      Purchaser's initial purchase of the Series 2000-1 VFC Certificate on the
      Series 2000-1 Issuance Date and (y) each Series 2000-1 Increase occurring
      on any Series 2000-1 Increase Date shall constitute a representation and
      warranty by the Company to the Series 2000-1 Purchaser, the Administrative
      Agent, the Letter of Credit Agent, the Trustee and the Collateral Agent as
      of the Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as
      the case may be, that all of the conditions contained in this SUBSECTION
      2.05(B) have been satisfied.

            (c) The Servicer shall promptly notify the Company of the Series
      2000-1 Increase Date. If the Series 2000-1 Purchaser funds a Series 2000-1
      Increase, the Series 2000-1 Purchaser agrees to pay in immediately
      available funds the amount of such Series 2000-1 Increase on the related
      Series 2000-1 Increase Date to the Trust for deposit in the Series 2000-1
      Collection Subaccount for distribution to the Company in accordance with
      the terms of the Transaction Documents.

      SECTION 2.06. PROCEDURE FOR DECREASING THE SERIES 2000-1 INVESTED AMOUNT.

            (a) On any Business Day on which the Servicer delivers a Daily
      Report during the Series 2000-1 Revolving Period or the Series 2000-1
      Amortization Period, upon the written request of the Servicer or the
      Company on behalf of the Trust, the Series 2000-1 Invested Amount may be
      reduced (a "SERIES 2000-1 DECREASE") by the distribution by the Trustee to
      the Series 2000-1 Purchaser of the funds on deposit in the Series 2000-1
      Collection Subaccount on such day in an amount not to exceed the amount of
      such funds on deposit on such day; PROVIDED that (i) any such distribution
      shall be applied in accordance with SUBSECTION 3A.05, (ii) the Servicer
      shall have given BAFC, the Administrative Agent, the Letter of Credit
      Agent and the Trustee irrevocable written notice (effective upon receipt)
      of such Series 2000-1 Decrease, on or prior to the Business Day of such
      Series 2000-1 Decrease and (iii) no prepayment of any Series 2000-1
      Eurodollar Tranche prior to the termination of the related Interest Period
      may occur unless, concurrently with such prepayment, the Company shall
      have paid to the Series 2000-1 Purchaser any amounts due and payable by
      BAFC to the Liquidity Banks pursuant to SUBSECTION 4.01(C) of the
      Liquidity Agreement.

            (b) Notwithstanding any provision to the contrary set forth in this
      Agreement, so long as BAFC or the Collateral Agent is the registered
      holder of the Series 2000-1 VFC Certificate, the Series 2000-1 Accrued
      Interest and the Series 2000-1 Invested Amount must be reduced in
      accordance with SUBSECTION 3A.05 to the extent of funds available in the
      Series 2000-1 Collection Subaccount on any Business Day that funds in the
      Cash Collateral Account are insufficient to remit the amounts required to
      be


                                       5
<PAGE>

      remitted pursuant to SECTIONS 5.2 and 6.2 of the Security Agreement by an
      amount equal to such deficiency.

      SECTION 2.07. INTEREST.

            (a) Interest shall be payable on the Series 2000-1 VFC Certificate
      as specified in SUBSECTIONS 3A.05(A)(II) and 3A.05(B)(II).

            (b) Calculations of per annum rates under this Supplement shall be
      made on the basis of a 360 day year with respect to interest rates except
      with respect to interest rates based on ABR, which shall be calculated on
      the basis of a 365 day year. Each determination of LIBOR Rate by the
      Administrative Agent shall be conclusive and binding upon each of the
      parties hereto in the absence of manifest error.

      SECTION 2.08. INDEMNIFICATION BY THE COMPANY.

            (a) Without limiting any other rights that BAFC, the Liquidity
      Banks, the Administrative Agent or the Letter of Credit Agent may have
      under this Supplement, the Agreement, the other Transaction Documents or
      under applicable law, the Company hereby agrees to indemnify BAFC, the
      Liquidity Banks, the Administrative Agent, the Letter of Credit Agent and
      the Letter of Credit Banks and any of their respective agents, officers,
      directors and employees (collectively, the "SERIES 2000-1 INDEMNIFIED
      PARTIES") from and against any and all damages, losses, claims,
      liabilities, costs and expenses, including reasonable attorneys' fees and
      reasonable disbursements (all of the foregoing being collectively referred
      to as "SERIES 2000-1 INDEMNIFIED AMOUNTS") awarded against or incurred by
      any of them in connection with the entering into and performance of this
      Agreement or any of the Transaction Documents by any of the Series 2000-1
      Indemnified Parties, excluding, however, any amounts (i) to the extent
      resulting from the gross negligence or willful misconduct on the part of
      any Series 2000-1 Indemnified Party or (ii) constituting recourse (except
      as otherwise specifically provided herein or in any Transaction Document)
      for Defaulted Loans.

            (b) In case any proceeding by any Person shall be instituted
      involving any Series 2000-1 Indemnified Party in respect of which
      indemnity may be sought pursuant to paragraph (a) of this SECTION 2.08,
      such Series 2000-1 Indemnified Party shall promptly notify the Company,
      and the Company, upon request of the Series 2000-1 Indemnified Party,
      shall retain counsel reasonably satisfactory to the Series 2000-1
      Indemnified Party to represent the Series 2000-1 Indemnified Party and
      shall pay the reasonable fees and disbursements of such counsel related to
      such proceeding. In any such proceeding, any Series 2000-1 Indemnified
      Party shall have the right to retain its own counsel, but the fees and
      expenses of such counsel shall be at the expense of such Series 2000-1
      Indemnified Party unless the Company and the Series 2000-1 Indemnified
      Party shall have mutually agreed to the retention of such counsel. It is
      understood that the Company shall not, in respect of the legal expenses of
      any Series 2000-1 Indemnified Party in connection with any proceeding or
      related proceedings in the same jurisdiction,


                                       6
<PAGE>

      be liable for the fees and expenses of more than one separate firm (in
      addition to any local counsel) for all such Series 2000-1 Indemnified
      Parties and all other parties indemnified by the Company under the Series
      Supplement, or any other Transaction Document. Such firm shall be
      designated in writing by Chase.

            (c) Any payments to be made by the Company pursuant to this Section
      shall (i) be Company Subordinated Obligations, (ii) be made solely from
      funds available to the Company that are not required to be applied to
      Company Unsubordinated Obligations then due and (iii) not constitute a
      general recourse claim against the Company after satisfying all Company
      Unsubordinated Obligations then due, except to the extent that funds are
      available (including, but not limited to, funds available to the Company
      pursuant to the exercise of its right to indemnity and other payments
      pursuant to SECTIONS 2.05 and 8.02 of the Sale Agreement) to the Company
      to make such payments.


                                   ARTICLE III

                          ARTICLE III OF THE AGREEMENT

      SECTION 3.01 of the Agreement and each other section of Article III of the
Agreement relating to another Series shall be read in its entirety as provided
in the Agreement. Article III of the Agreement (except for SECTION 3.01 thereof
and any portion thereof relating to another Series) shall read in its entirety
as follows and shall be exclusively applicable to Series 2000-1:

      SECTION 3A.02. ESTABLISHMENT OF SERIES 2000-1 COLLECTION SUBACCOUNT.

            (a) The Trustee shall cause to be established and maintained in the
      name of the Trustee, on behalf of the Trust, for the benefit of the Series
      2000-1 Purchaser a subaccount of the Collection Account (the "SERIES
      2000-1 COLLECTION SUBACCOUNT"), which subaccount is the Series Collection
      Subaccount with respect to Series 2000-1 to bear a designation indicating
      that the funds deposited therein are held for the benefit of the Series
      2000-1 Purchaser and its assignees. The Trustee, on behalf of the Holders,
      shall possess all right, title and interest in all funds from time to time
      on deposit in, and all Eligible Investments credited to, the Series 2000-1
      Collection Subaccount and in all proceeds thereof. The Series 2000-1
      Collection Subaccount shall be under the sole dominion and control of the
      Trustee for the exclusive benefit of the Series 2000-1 Purchaser and its
      assignees.

            (b) All Eligible Investments in the Series 2000-1 Collection
      Subaccount shall be held by the Trustee, on behalf of the Holders;
      PROVIDED, HOWEVER, that funds on deposit in the Series 2000-1 Collection
      Subaccount shall in accordance with SUBSECTION 3.01(B) of the Pooling
      Agreement, at the direction of the Company (or the


                                       7
<PAGE>

      Servicer on behalf of the Company), be invested together with funds held
      in other subaccounts or sub-subaccounts of the Collection Account.

      SECTION 3A.03. DETERMINATION OF INTEREST. The amount of interest
distributable with respect to the Series 2000-1 VFC Certificate ("SERIES 2000-1
ACCRUED INTEREST") on any date of determination shall be the aggregate amount of
Series 2000-1 Daily Interest Expense accrued from and including the Series
2000-1 Issuance Date to but excluding such date of determination minus the
aggregate amount of interest that has been distributed in accordance with
SUBSECTION 3A.05(A)(II) or SUBSECTION 3A.05(B)(II).

      SECTION 3A.04. ADJUSTMENTS TO SERIES 2000-1 INVESTED AMOUNT.

            (a) REDUCTIONS TO SERIES 2000-1 INVESTED AMOUNT. If, on any Special
      Allocation Settlement Report Date, the Series 2000-1 Allocable Charged-Off
      Amount is greater than zero for the related Settlement Period, the Trustee
      shall (in accordance with the written directions of the Servicer upon
      which the Trustee may conclusively rely) reduce the Series 2000-1 Invested
      Amount (but not below zero) by such Series 2000-1 Allocable Charged-Off
      Amount (which shall also be reduced by the amount so applied) and shall
      allocate such amount to the Series 2000-1 Invested Amount.

            (b) INCREASES TO SERIES 2000-1 INVESTED AMOUNT. If, on any Special
      Allocation Settlement Report Date, the Series 2000-1 Allocable Recoveries
      Amount is greater than zero for the related Settlement Period, the Trustee
      shall (in accordance with written directions from the Servicer upon which
      the Trustee may conclusively rely, subject to its obligation to perform
      the procedures set forth in the Internal Operating Procedures Memorandum)
      increase the Series 2000-1 Invested Amount (but only to the extent of any
      previous reductions of the Series 2000-1 Invested Amount pursuant to
      SUBSECTION 3A.04(a)) by the amount of the Series 2000-1 Allocable
      Recoveries Amount (which shall also be reduced by the amount so applied)
      and shall allocate such amount to the Series 2000-1 Invested Amount;

      SECTION 3A.05. APPLICATIONS.

            (a) During the Series 2000-1 Revolving Period, the funds deposited
      in the Series 2000-1 Collection Subaccount, after giving effect to any
      deposit resulting from a Series 2000-1 Increase, if any pursuant to
      SUBSECTION 2.05 on any Business Day shall be distributed by the Trustee
      not later than 4:30 p.m., New York City time (but only to the extent that
      the Trustee has received a Monthly Settlement Statement or Daily Report,
      as applicable, which reflects the receipt of the Collections on deposit
      therein not later than 12:00 (Noon), New York City time, upon which
      Monthly Settlement Statement or Daily Report, as applicable, the Trustee
      may conclusively rely, subject to its obligation to perform the procedures
      set forth in the Internal Operating Procedures Memorandum) in accordance
      with the following priorities (or, if neither BAFC nor the Collateral
      Agent is the registered holder of the Series 2000-1 VFC Certificate, the
      Trustee shall distribute the


                                       8
<PAGE>

      amounts required by clauses (ii), (iii) and (iv) below in accordance with
      the payment instructions of any subsequent holder of the Series 2000-1 VFC
      Certificate):

                  (i) distribute to the Servicer an amount equal to the Series
            2000-1 Servicing Fee due and payable as required in SUBSECTION
            2.05(A) of the Servicing Agreement (less any amounts payable to the
            Trustee pursuant to SECTION 8.05 of the Agreement, which shall be
            paid to the Trustee);

                  (ii) if requested pursuant to SUBSECTION 2.06(A) or if
            required pursuant to SUBSECTION 2.06(B), transfer to the Cash
            Collateral Account an amount to be applied (A) first, to pay Series
            2000-1 Accrued Interest and (B) second, to reduce the Series 2000-1
            Invested Amount (any such reduction, the "SERIES 2000-1 PRINCIPAL
            PAYMENT");

                  (iii) on each Distribution Date, transfer to the Cash
            Collateral Account an amount equal to any Series 2000-1 Program
            Costs due and payable;

                  (iv) on each Distribution Date, transfer to Bunge Finance and
            Bunge Finance North America an amount equal to the applicable
            Solicitation Fee for the immediately preceding Settlement Period;
            and

                  (v) on any Business Day, distribute to the Company in
            accordance with directions contained in the Monthly Settlement
            Statement or Daily Report, as applicable, or to such accounts or
            such Persons and in such amounts as the Company (or the Servicer on
            behalf of the Company) may direct in writing (which directions may
            consist of standing instructions provided by the Company that shall
            remain in effect until changed by the Company in writing);

      PROVIDED that the Trustee shall only make the distributions set forth in
      this SUBSECTION 3A.05(A) if no Series 2000-1 Early Amortization Event or
      Potential Series 2000-1 Early Amortization Event has occurred and is
      continuing to the actual knowledge of the Trustee and only to the extent
      that if, after giving effect to such distribution, the Series 2000-1
      Target Loan Amount would not exceed the Series 2000-1 Allocated Loan
      Amount as shown on the applicable Daily Report and Monthly Settlement
      Statement.

            (b) During the Series 2000-1 Amortization Period, the Trustee shall,
      based solely on the information provided to the Trustee by the Servicer in
      the Monthly Settlement Statement and Daily Report, as applicable (upon
      which the Trustee may conclusively rely, subject to its obligation to
      perform the procedures set forth in the Internal Operating Procedures
      Memorandum), apply, on any Business Day, amounts on deposit in the Series
      2000-1 Collection Subaccount in the following order of priority (or, if
      neither BAFC nor the Collateral Agent is the registered holder of the
      Series 2000-1 VFC Certificate, the Trustee shall distribute the amounts
      required by clauses (ii) and (iv) below in accordance with the payment
      instructions of any subsequent holder of the Series 2000-1 VFC
      Certificate):

                                       9
<PAGE>

                  (i) if any amounts are owed to the Trustee or any other
            Person, on account of Servicing Fees incurred in respect of the
            performance of its responsibilities as Successor Servicer,
            distribute to the Trustee or such other Person an amount equal to
            the product of (a) the amount so owed to such Successor Servicer and
            (b) a fraction, the numerator of which shall be equal to the Series
            2000-1 Invested Amount as of the end of the immediately preceding
            Settlement Period and the denominator of which shall be equal to the
            Aggregate Invested Amount as of the end of the immediately preceding
            Settlement Period;

                  (ii) if requested pursuant to SUBSECTION 2.06(A) or if
            required pursuant to SUBSECTION 2.06(B), transfer to the Cash
            Collateral Account an amount to be applied (A) first, to pay Series
            2000-1 Accrued Interest and (B) second, to make Series 2000-1
            Principal Payments;

                  (iii) if, following the repayment in full of all amounts set
            forth in clauses (i)-(ii) above, any amounts are owed to the
            Trustee, the Series 2000-1 Purchaser or any other Person, on account
            of its fees, expenses and disbursements incurred in respect of the
            performance of its responsibilities hereunder or as Successor
            Servicer (except as otherwise set forth in clause (v) below),
            transfer such amounts to the Trustee, the Series 2000-1 Purchaser or
            such other Person;

                  (iv) transfer to the Cash Collateral Account an amount equal
            to any other Series 2000-1 Program Costs due and payable;

                  (v) distribute to the Servicer an amount equal to the Series
            2000-1 Servicing Fee due and payable as required in SUBSECTION
            2.05(A) of the Servicing Agreement (less any amounts payable to the
            Trustee pursuant to SECTION 8.05 of the Agreement, which shall be
            paid to the Trustee);

                  (vi) on each Distribution Date, transfer to Bunge Finance and
            Bunge Finance North America an amount equal to the applicable
            Solicitation Fee for the immediately preceding Settlement Period;
            and

                  (vii) following the repayment in full of all amounts set forth
            in clauses (i) through (vi) above, the remaining amount on deposit
            in the Series 2000-1 Collection Subaccount, if any, shall be
            distributed to the holder of the Exchangeable Company Interest.

            (c) The allocations to be made pursuant to this SECTION 3A.05 are
      subject to the provisions of SECTIONS 2.05, 2.07, 7.02, 9.01 and 9.04 of
      the Agreement.

                                       10
<PAGE>


                                   ARTICLE IV

              DISTRIBUTIONS, REPORTS AND LETTER OF CREDIT DRAWINGS

      Article IV of the Agreement (except for any portion thereof relating to
another Series) shall read in its entirety as follows and the following shall be
exclusively applicable to the Series 2000-1 VFC Certificate issued pursuant to
this Supplement:

      SECTION 4A.01. DISTRIBUTIONS.

            (a) The Trustee shall distribute to the Series 2000-1 Purchaser from
      the Series 2000-1 Collection Subaccount indicated in Article III the
      aggregate amount to be distributed to the Series 2000-1 Purchaser pursuant
      to Article III.

            (b) All allocations and distributions hereunder shall be in
      accordance with the Monthly Settlement Statement and the Daily Report, as
      applicable, and shall be made in accordance with the provisions of SECTION
      9.04 hereof and subject to SUBSECTION 3.01(G) of the Agreement.

      SECTION 4A.02. REPORTS. The Servicer shall provide BAFC and the Trustee
with a Daily Report in accordance with SECTION 4.01 of the Servicing Agreement.

      SECTION 4A.03. STATEMENTS AND NOTICES.

            (a) MONTHLY SETTLEMENT. On each Settlement Report Date, the Servicer
      shall deliver to BAFC, the Administrative Agent, the Letter of Credit
      Agent and the Trustee a Monthly Settlement Statement in the Form of
      Exhibit C setting forth, among other things, the Series 2000-1 Accrued
      Interest, the Series 2000-1 Monthly Servicing Fee and the Series 2000-1
      Invested Amount.

            (b) ANNUAL CERTIFICATEHOLDERS' TAX STATEMENT. On or before January
      31 of each calendar year (or such earlier date as required by applicable
      law), beginning with calendar year 2001, the Company (or the Servicer on
      its behalf) on behalf of the Trustee shall furnish, or cause to be
      furnished, to the Series 2000-1 Purchaser, a statement prepared by the
      Company (or the Servicer on its behalf) containing the aggregate amount
      distributed to such Series 2000-1 Purchaser for such preceding calendar
      year, together with such other information as is required to be provided
      by an issuer of indebtedness under the Code and such other customary
      information as the Company (or the Servicer on its behalf) deems necessary
      to enable the Series 2000-1 Purchaser to prepare their tax return. Such
      obligation of the Company shall be deemed to have been satisfied to the
      extent that substantially comparable information shall have been provided
      by the Trustee or the Servicer pursuant to any requirements of the
      Internal Revenue Code as from time to time in effect. The Trustee shall be
      under no obligation to prepare tax returns for the Trust.



                                       11
<PAGE>

            (c) SERIES 2000-1 EARLY AMORTIZATION EVENT/DISTRIBUTION OF PRINCIPAL
      NOTICES. Upon the occurrence of a Series 2000-1 Early Amortization Event
      or Potential Series 2000-1 Early Amortization Event, the Company or the
      Servicer, as the case may be, shall give prompt written notice thereof to
      BAFC, the Administrative Agent, the Letter of Credit Agent and the
      Trustee. As promptly as reasonably practicable after its receipt of notice
      of the occurrence of a Series 2000-1 Early Amortization Event, the Trustee
      shall give notice to each Series 2000-1 Rating Agency (which notice shall
      be given, by telephone or otherwise, not later than the second Business
      Day after such receipt).

      SECTION 4A.04. LETTER OF CREDIT DRAWINGS.

            (a) DRAWS FOR DEFAULTED LOANS. If on any Business Day any Loan has
      become a Defaulted Loan, the Servicer shall (i) notify the Administrative
      Agent on the next succeeding Business Day of such fact and the aggregate
      principal amount of such Defaulted Loan and interest thereon accrued to
      and including the day prior to the day such Loan became a Defaulted Loan;
      PROVIDED, that if more than one Loan shall become a Defaulted Loan on that
      date, such notice shall include the aggregate principal amount of each
      such Defaulted Loan and interest thereon accrued to and including the day
      prior to the day each such Loan became a Defaulted Loan, and (ii) prepare
      a Servicer's Certificate (with copies to the Letter of Credit Agent) which
      shall serve to instruct the Administrative Agent to (A) draw on the Letter
      of Credit on such Business Day in an amount equal to the lesser of (x) the
      aggregate unpaid principal amount of such Defaulted Loan and accrued and
      unpaid interest (or discount) thereon to and including the day prior to
      the day the Loan has become a Defaulted Loan, or (y) the Letter of Credit
      Amount then in effect, (B) deposit the proceeds of such drawing into the
      Cash Collateral Account for application in accordance with SECTION 5.2 and
      SECTION 6.2 of the Security Agreement), and (C) instruct the Collateral
      Agent to reimburse the Letter of Credit Banks for such draw in accordance
      with the terms of the Letter of Credit Reimbursement Agreement and the
      Security Agreement. Each Servicer's Certificate shall also contain
      notification to the Administrative Agent of Loans which have become
      Defaulted Loans since the most recent Daily Report, including the
      aggregate outstanding principal amount of such Defaulted Loans plus
      accrued interest (or discount) thereon to and including the day prior to
      the day such Loans become Defaulted Loans. The Servicer shall, on the
      Business Day on which such Loan has become a Defaulted Loan, or if such
      day is not a Business Day, on the next succeeding Business Day, transmit
      the Servicer's Certificate to the Letter of Credit Agent for verification
      of the Letter of Credit Amount as of the date such Servicer's Certificate
      is prepared. Notwithstanding the foregoing, if at any time the Letter of
      Credit Amount in effect shall be less than the aggregate principal plus
      accrued and unpaid interest (or discount) in respect of Defaulted Loans,
      the Servicer shall include in the Servicer's Certificate instructions to
      the Administrative Agent that, upon receipt of notice from the Collateral
      Agent of payment of the Repayment Amount to the Letter of Credit Agent
      pursuant to either SECTION 5.2 or 6.2 of the Security Agreement, or other
      receipt of notice that the Repayment Amount has been paid, the
      Administrative Agent


                                       12
<PAGE>

      shall immediately submit a second draw on the Letter of Credit for the
      lesser of (x) the amount of such excess principal plus accrued and unpaid
      interest (or discount) on such Defaulted Loans over the Letter of Credit
      Amount prior to giving effect to the first draw or (y) the Letter of
      Credit Amount after giving effect to the payment of such Repayment Amount.

            (b) DRAWS UPON L/C EXPIRATION DATE. On the fourth Business Day
      preceding the L/C Expiration Date, the Servicer shall (i) prepare a
      Servicer's Certificate (with copies to the Letter of Credit Agent and each
      Guarantor) to instruct the Administrative Agent to (1) draw on the Letter
      of Credit on the third Business Day preceding the L/C Expiration Date in
      an amount equal to the Letter of Credit Amount then in effect and (2) wire
      transfer the proceeds of such drawing to the Collateral Agent for deposit
      into the Reserve Account maintained by the Collateral Agent pursuant to
      SECTION 5.7 of the Security Agreement and (ii) on such day, transmit the
      Servicer's Certificate to the Letter of Credit Agent for verification of
      the Letter of Credit Amount. The Letter of Credit Agent shall make the
      verification to the Servicer with a copy to the Collateral Agent.


                                    ARTICLE V

               ADDITIONAL SERIES 2000-1 EARLY AMORTIZATION EVENTS

      SECTION 5.01. ADDITIONAL SERIES 2000-1 EARLY AMORTIZATION EVENTS. If any
one of the events specified in SECTION 7.01 of the Agreement (after any grace
periods or consents applicable thereto) or any one of the following events
(each, a "SERIES 2000-1 EARLY AMORTIZATION EVENT"), after grace periods or
consents applicable thereto, shall occur during the Series 2000-1 Revolving
Period:

            (a) (i) failure on the part of the Servicer or a Guarantor to direct
      any payment or deposit to be made, or failure of any payment or deposit to
      be made, in respect of interest owing on any Series 2000-1 VFC Certificate
      within three (3) Business Days of the date such interest is due, (ii)
      failure on the part of the Servicer or a Guarantor to direct any payment
      or deposit to be made, or failure of any payment or deposit to be made, in
      respect of principal owing on the Series 2000-1 VFC Certificate on the
      date such principal is due or (iii) failure on the part of the Servicer or
      a Guarantor to direct any payment or deposit to be made, or of the Company
      or a Guarantor to make any payment or deposit in respect of any other
      amounts owing by the Company, under any Pooling and Servicing Agreement to
      or for the benefit of the Series 2000-1 Purchaser within three (3)
      Business Days of the date such amount is due or such deposit is required
      to be made;

            (b) (i) failure on the part of the Company duly to observe or
      perform in any material respect any covenant or agreement set forth in
      SUBSECTION 2.06(G) or 2.06(J)(I) or (II) of the Pooling Agreement; or (ii)
      failure on the part of the Company duly to observe or perform in any
      material respect any other covenant or agreement of the


                                       13
<PAGE>

      Company set forth in any Pooling and Servicing Agreement (including each
      covenant contained in SECTIONS 2.07 and 2.08 of the Agreement) that
      continues unremedied thirty (30) days after the earlier of (A) the date on
      which a Responsible Officer of the Company or a Responsible Officer of the
      Servicer has knowledge of such failure and (B) the date on which written
      notice of such failure, requiring the same to be remedied, shall have been
      given to the Company by the Trustee, or to the Company and the Trustee by
      the Letter of Credit Agent or Administrative Agent;

            (c) any representation or warranty made or deemed made by the
      Company in any Pooling and Servicing Agreement to or for the benefit of
      the Series 2000-1 Purchaser shall prove to have been incorrect in any
      material respect when made or when deemed made and as a result of such
      incorrectness, the interests, rights or remedies of the Series 2000-1
      Purchaser have been materially and adversely affected; PROVIDED, HOWEVER,
      that a Series 2000-1 Early Amortization Event shall not be deemed to have
      occurred under this paragraph if the incorrectness of such representation
      or warranty gives rise to an obligation to repurchase or make an
      adjustment payment in respect of the related Purchased Loans and the
      Company has repurchased or made an adjustment payment in respect of the
      related Purchased Loan or all such Purchased Loans, if applicable, in
      accordance with the provisions of any Pooling and Servicing Agreement.

            (d) a Servicer Default other than any Servicer Default that is
      within SUBSECTION 5.01(A) above shall have occurred and be continuing;

            (e) a Purchase Termination Event shall have occurred and be
      continuing;

            (f) any of the Agreement, the Servicing Agreement, this Supplement
      or the Sale Agreement shall cease, for any reason, to be in full force and
      effect, or the Company, the Servicer, the Sellers, or any Affiliate of any
      of the foregoing, shall so assert in writing;

            (g) the Trust shall for any reason cease to have a valid and
      perfected first priority undivided ownership or first priority security
      interest in any or all of the Trust Assets (subject to no other Liens
      other than any Permitted Liens) or any of the Servicer, the Sellers, the
      Company or any Affiliate of any of the foregoing, shall so assert;

            (h) a Federal tax notice of a Lien, in an amount equal to or greater
      than $100,000, shall have been filed against the Company or the Trust
      unless there shall have been delivered to the Trustee, the Letter of
      Credit Agent, the Administrative Agent and the Series 2000-1 Rating
      Agencies proof of release of such Lien;

            (i) a notice of a Lien shall have been filed by the PBGC against the
      Company or the Trust under Section 412(n) of the Code or Section 302(f) of
      ERISA for a failure to make a required installment or other payment to a
      plan to which Section 412(n)


                                       14
<PAGE>

      of the Code or Section 302(f) of ERISA applies unless there shall have
      been delivered to the Trustee, the Letter of Credit Agent, the
      Administrative Agent and the Series 2000-1 Rating Agencies proof of the
      release of such Lien;

            (j) one or more judgments for the payment of money (to the extent
      not bonded or covered by insurance to the reasonable satisfaction of the
      Administrative Agent) shall be rendered against the Company (i) in an
      aggregate amount greater than $100,000 or (ii) that, individually or in
      the aggregate, have resulted or could reasonably be expected to result in
      a Material Adverse Effect;

            (k) (i) the Credits Outstanding shall exceed the Available Liquidity
      Commitment or (ii) the Series 2000-1 Invested Amount shall exceed the
      Series 2000-1 Maximum Invested Amount;

            (l) a Default or Event of Default shall have occurred and be
      continuing;

            (m) the Liquidity Commitment shall have been terminated pursuant to
      SECTION 4.02 of the Liquidity Agreement;

            (n) the amount available to be drawn under the Guaranty shall be
      less than the Aggregate Invested Amount;

then, in the case of (x) any event described in SECTION 7.01 of the Agreement,
automatically without any notice or action on the part of the Trustee, Series
2000-1 Purchaser, the Administrative Agent, the Letter of Credit Agent or the
Collateral Agent, an early amortization period shall immediately commence or (y)
any event described above, after the applicable grace period (if any) set forth
in the applicable subsection, the Trustee may, and at the written direction of
the Majority Letter of Credit Banks and the Majority Liquidity Banks, shall, by
written notice then given to each Guarantor, the Company, BAFC and the Servicer,
declare that an early amortization period has commenced as of the date of such
notice with respect to Series 2000-1 (any such period under clause (x) or (y)
above, a "SERIES 2000-1 EARLY AMORTIZATION PERIOD"). Upon the occurrence of a
Series 2000-1 Early Amortization Event or a Potential Series 2000-1 Early
Amortization Event, the Trustee may, or shall at the written direction of the
Letter of Credit Agent or the Administrative Agent, direct each Obligor to make
all payments with respect to Purchased Loans directly to the Collection Account.


                                   ARTICLE VI

                                  SERVICING FEE

      SECTION 6.01. SERVICING COMPENSATION. A servicing fee (the "SERIES 2000-1
MONTHLY SERVICING FEE") shall be payable to the Servicer as specified in
SUBSECTION 2.05(A) of the Servicing Agreement.



                                       15
<PAGE>

                                   ARTICLE VII

                                   COVENANTS;
                                 REPRESENTATIONS
                                 AND WARRANTIES

      SECTION 7.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
SERVICER.

            (a) The Company and the Servicer each hereby represents and warrants
      to the Trustee and the Series 2000-1 Purchaser that each and every of
      their respective representations and warranties contained in the Agreement
      and the Servicing Agreement is true and correct as of the Series 2000-1
      Issuance Date and as of the date of each Series 2000-1 Increase.

            (b) The Company hereby represents and warrants to the Trustee and
      the Trust, for the benefit of the Holders, on each Loan Purchase Date that
      since the Effective Date, no material adverse change has occurred in the
      overall rate of collection of the Purchased Loans.

      SECTION 7.02. COVENANTS OF THE COMPANY AND THE SERVICER. The Company
(solely with respect to clauses (a), (b), (c), (d) and (e) below) and the
Servicer hereby agree, in addition to their obligations under the Agreement and
the Servicing Agreement, that:

            (a) they shall not terminate the Agreement unless in compliance with
      the terms of the Agreement and the Supplements relating to each
      Outstanding Series;

            (b) they shall observe in all material respects each and every of
      their respective covenants (both affirmative and negative) contained in
      the Agreement, the Servicing Agreement, this Supplement and all other
      Transaction Documents to which each is a party;

            (c) they shall afford BAFC, the Administrative Agent, the Letter of
      Credit Agent, the Collateral Agent, the Trustee or any of their
      representatives access to all records relating to the Purchased Loans at
      any reasonable time during regular business hours, upon reasonable prior
      notice (and without prior notice if a Series 2000-1 Early Amortization
      Event has occurred), for purposes of inspection and shall permit BAFC, the
      Administrative Agent, the Letter of Credit Agent, the Collateral Agent or
      the Trustee or any of their representatives to visit any of the Company's
      or the Servicer's, as the case may be, offices or properties during
      regular business hours and as often as may reasonably be requested,
      subject to the Company's or the Servicer's, as the case may be, normal
      security and confidentiality requirements and to discuss the business,
      operations, properties, financial and other conditions of the Company or
      the Servicer with their respective officers and employees and with their
      Independent Public Accountants;



                                       16
<PAGE>

            (d) they shall not waive the provisions of SUBSECTIONS 7.01(D),
      (E)(I), (F), (G) or (H) or SECTIONS 2.05 or 8.02 of the Sale Agreement
      without the consent of the Majority Letter of Credit Banks and the
      Majority Liquidity Banks;

            (e) neither the Company nor the Servicer shall take any action, nor
      shall the Servicer permit any Seller to take any action, requiring the
      satisfaction of the Rating Agency Condition pursuant to any Transaction
      Document without the prior written consent of the Majority Letter of
      Credit Banks and the Majority Liquidity Banks; and

            (f) the Servicer shall cooperate in good faith to allow the Trustee
      to use the Servicer's available facilities and expertise upon the
      Servicer's termination or default.

      SECTION 7.03. NEGATIVE COVENANT OF THE COMPANY; COVENANTS OF THE SERVICER.

            (a) The Company shall not declare or pay any dividend on, or make
      any payment on account of, or set apart assets for a sinking or other
      analogous fund for, the purchase, redemption, defeasance, retirement or
      other acquisition of, any shares of any class of capital stock of the
      Company, whether now or hereafter outstanding, or make any other
      distribution in respect thereof, either directly or indirectly, whether in
      cash or property or in obligations of the Company (such declarations,
      payments, setting apart, purchases, redemptions, defeasance, retirements,
      acquisitions and distributions being herein called "RESTRICTED PAYMENTS")
      while Series 2000-1 is an Outstanding Series, except (i) from amounts
      distributed to the Company (x) in respect of the Exchangeable Company
      Interest, PROVIDED that on the date any such Restricted Payment is made,
      the Company is in compliance with its payment obligations under SECTION
      2.05 of the Agreement or (y) pursuant to SUBSECTION 3A.05; (ii) in
      compliance with all terms of the Transaction Documents and (iii) such
      Restricted Payment is made in accordance with all corporate and legal
      formalities applicable to the Company; PROVIDED that no Restricted Payment
      shall be made if a Series 2000-1 Early Amortization Event has occurred and
      is continuing (or would occur as a result of making such Restricted
      Payment).

            (b) The Servicer hereby agrees that it shall observe each and all of
      its covenants (both affirmative and negative) contained in each Pooling
      and Servicing Agreement in all material respects and that it shall:

                  (i) provide to the Letter of Credit Agent, the Administrative
            Agent and the Collateral Agent, simultaneously with delivery to the
            Trustee or the Series 2000-1 Rating Agencies, all reports, notices,
            certificates, statements and other documents required to be
            delivered to the Trustee or the Series 2000-1 Rating Agencies
            pursuant to the Agreement, the Servicing Agreement and the other
            Transaction Documents and furnish to the Letter of Credit Agent, the
            Administrative Agent and the Collateral Agent promptly after receipt
            thereof a


                                       17
<PAGE>

            copy of each material notice, material demand or other material
            communication (excluding routine communications) received by or on
            behalf of the Company or the Servicer with respect to the
            Transaction Documents; and

                  (ii) provide notice to the Letter of Credit Agent, the
            Administrative Agent and the Collateral Agent of the appointment of
            a Successor Servicer pursuant to SECTION 6.02 of the Servicing
            Agreement.

      SECTION 7.04. OBLIGATIONS UNAFFECTED. The obligations of the Company and
the Servicer to the Letter of Credit Agent, the Administrative Agent, the
Collateral and the Series 2000-1 Purchaser under this Supplement shall not be
affected by reason of any invalidity, illegality or irregularity of any of the
Purchased Loans or any sale of any of the Purchased Loans.


                                  ARTICLE VIII

                              CONDITIONS PRECEDENT

      SECTION 8.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SUPPLEMENT. This
Supplement will become effective on the date on which the following conditions
precedent have been satisfied:

            (a) TRANSACTION DOCUMENTS. BAFC, the Trustee, the Collateral Agent,
      the Letter of Credit Agent and the Administrative Agent shall have
      received an original copy for itself, each executed and delivered in form
      and substance satisfactory to BAFC, the Letter of Credit Agent and the
      Administrative Agent, of (i) the Agreement executed by a duly authorized
      officer of each of the Company, the Servicer and the Trustee, (ii) this
      Supplement executed by a duly authorized officer or authorized
      representative of each of the Company, the Servicer, the Trustee, the
      Administrative Agent, the Letter of Credit Agent, the Collateral Agent and
      the Series 2000-1 Purchaser and (iii) the other Transaction Documents duly
      executed by the parties thereto.

            (b) CORPORATE DOCUMENTS; CORPORATE PROCEEDINGS OF THE COMPANY, THE
      SELLERS AND THE SERVICER. BAFC, the Trustee, the Collateral Agent, the
      Letter of Credit Agent and the Administrative Agent shall have received
      from the Company and each Seller, complete copies of:

                  (i) a copy of the certificate of incorporation including all
            amendments thereto, of such Person, certified as of a recent date by
            the Secretary of State or other appropriate authority of the
            jurisdiction of incorporation, as the case may be, and a certificate
            of compliance, of status or of good standing (or other similar
            certificate, if any), as and to the extent applicable, of each such
            Person as of a recent date, from the Secretary of State or other
            appropriate authority of such jurisdiction;



                                       18
<PAGE>

                  (ii) a certificate of a Responsible Officer of such Person
            dated the Series 2000-1 Issuance Date and certifying (A) that
            attached thereto is a true and complete copy of the By-laws of such
            Person in effect as of the Series 2000-1 Issuance Date, (B) that
            attached thereto is a true and complete copy of the resolutions, in
            form and substance reasonably satisfactory to BAFC, the Letter of
            Credit Agent and the Administrative Agent, of the Board of Directors
            of such Person or committees thereof authorizing the execution,
            delivery and performance of the transactions contemplated by the
            Transaction Documents, and that such resolutions have not been
            amended, modified, revoked or rescinded and are in full force and
            effect on the Series 2000-1 Issuance Date, (C) that the certificate
            of incorporation of such Person has not been amended since the last
            amendment thereto shown on the certificate of the Secretary of State
            or other appropriate authority of the jurisdiction of incorporation
            of such Person furnished pursuant to clause (i) above and (D) as to
            the incumbency and specimen signature of each officer executing any
            Transaction Documents or any other document delivered in connection
            herewith or therewith on behalf of such Person; and

                  (iii) a certificate of another Responsible Officer as to the
            incumbency and specimen signature of the Responsible Officer
            executing the certificate pursuant to clause (ii) above.

            (c) GOOD STANDING CERTIFICATES. BAFC, the Trustee, the Collateral
      Agent, the Letter of Credit Agent and the Administrative Agent shall have
      received copies of certificates of compliance, of status or of good
      standing (or similar certificate, if any), dated as of a recent date from
      the Secretary of State or other appropriate authority of such
      jurisdiction, with respect to such Person in each jurisdiction where the
      ownership, lease or operation of property or the conduct of business
      requires it to qualify as a foreign corporation, except where the failure
      to so qualify would not reasonably be expected to have a material adverse
      effect on the business, operations, properties or condition (financial or
      otherwise) of such Person.

            (d) CONSENTS, LICENSES, APPROVALS, ETC. BAFC, the Trustee, the
      Collateral Agent, the Letter of Credit Agent and the Administrative Agent
      shall have received certificates dated the Series 2000-1 Issuance Date of
      a Responsible Officer of such Person either (i) attaching copies of all
      material consents, licenses, approvals, registrations or filings required
      in connection with the execution, delivery and performance by such Person
      of the Agreement, this Supplement, the Sale Agreement and/or the Servicing
      Agreement, as the case may be, and the validity and enforceability of the
      Agreement, this Supplement, the Sale Agreement, and/or the Servicing
      Agreement against such Person and such consents, licenses and approvals
      shall be in full force and effect or (ii) stating that no such consents,
      licenses, approvals registrations or filings are so required, except for
      (a) the filing of UCC financing statements (or similar filings) in any
      applicable jurisdictions necessary to perfect the Trusts' ownership or
      security interesting the Purchased Loans; and (b) those that may be
      required under state securities


                                       19
<PAGE>

      or "blue sky" laws; PROVIDED, that the Company makes no representation or
      warranty as to whether any action , consent, or approval of, registration
      or filing with any other action by any Governmental Authority is or will
      be required in connection with the distribution of the Certificates and
      Interests.

            (e) LIEN SEARCHES. BAFC, the Collateral Agent, the Letter of Credit
      Agent, the Administrative Agent and the Trustee shall have received the
      results of a recent search satisfactory to BAFC, the Letter of Credit
      Agent and the Administrative Agent of any UCC filings (or equivalent
      filings) made with respect to the Company and the Sellers (and with
      respect to such other Persons as BAFC, the Letter of Credit Agent or the
      Administrative Agent deems necessary) in the jurisdictions in which the
      Sellers and the Company are required to file financing statements pursuant
      to SUBSECTION 8.01(S), together with copies of the financing statements
      (or similar documents) disclosed by such search, and accompanied by
      evidence satisfactory to BAFC, the Letter of Credit Agent and the
      Administrative Agent that any Liens disclosed by such search would be
      Permitted Liens or have been released.

            (f) LEGAL OPINIONS. BAFC, the Collateral Agent, the Letter of Credit
      Agent, the Administrative Agent and the Trustee shall have received
      opinions of counsel to the Company and the Sellers, dated the Series
      2000-1 Issuance Date, as to corporate, bankruptcy, perfection and other
      matters, in form and substance reasonably acceptable to BAFC, the Letter
      of Credit Agent and the Administrative Agent and their counsel.

            (g) FEES. BAFC, the Collateral Agent, the Letter of Credit Agent,
      the Administrative Agent and the Trustee shall have received payment of
      all fees and other amounts due and payable to any of them on or before the
      Series 2000-1 Issuance Date.

            (h) CONDITIONS UNDER THE SALE AGREEMENT. A Responsible Officer of
      the Sellers and of the Company, respectively, shall have certified that
      all conditions to the obligations of the Sellers and of the Company under
      the Sale Agreement shall have been satisfied in all material respects.

            (i) COMPANY'S BOARD OF DIRECTORS. The composition of the Company's
      Board of Directors (including two independent directors) shall be
      reasonably acceptable to BAFC, the Letter of Credit Agent and the
      Administrative Agent.

            (j) FINANCIAL STATEMENTS. BAFC, the Trustee, the Collateral Agent,
      the Letter of Credit Agent and the Administrative Agent shall have
      received the consolidated balance sheets and statements of income,
      stockholders' equity and cash flows of Bunge and its Subsidiaries on a
      consolidated basis as of and for the fiscal year ended December 31, 1999,
      audited by and accompanied by a copy of the opinion of Deloitte & Touche,
      Independent Public Accountants.

            (k) SOLVENCY CERTIFICATE. BAFC, the Collateral Agent, the Letter of
      Credit Agent, the Administrative Agent and the Trustee shall have received
      a certificate


                                       20
<PAGE>

      dated the Series 2000-1 Issuance Date and signed by a Responsible Officer
      of the Company, in form satisfactory to BAFC, the Letter of Credit Agent
      and the Administrative Agent, to the effect that the Company will be
      Solvent after giving effect to the transactions occurring on the Series
      2000-1 Issuance Date.

            (l) REPRESENTATIONS AND WARRANTIES. On the Series 2000-1 Issuance
      Date, the representations and warranties of the Company and the Servicer
      in the Agreement, the Servicing Agreement and this Supplement shall be
      true and correct in all material respects.

            (m) ESTABLISHMENT OF ACCOUNTS. BAFC, the Collateral Agent, the
      Letter of Credit Agent, the Administrative Agent and the Trustee (x) shall
      have received evidence of the establishment of the Collection Account and
      the Collateral Accounts (other than the Reserve Account) and (y) shall
      otherwise be satisfied with the arrangements for collection of the
      Purchased Loans pursuant to the Transaction Documents.

            (n) BAFC RATING. BAFC, the Collateral Agent, the Administrative
      Agent and the Trustee shall have received a letter from S&P confirming its
      "A-1" rating of BAFC's commercial paper, a letter from Moody's confirming
      its "P-1" rating of BAFC's commercial paper and a letter from Fitch
      confirming its "F-1" rating of BAFC's commercial paper.

            (o) DAILY REPORT. BAFC, the Collateral Agent, the Administrative
      Agent and the Trustee shall have received a Daily Report on the Series
      2000-1 Issuance Date.

            (p) NO LITIGATION. BAFC, the Trustee, the Collateral Agent, the
      Letter of Credit Agent and the Administrative Agent shall have received
      confirmation that there is no pending or, to their knowledge after due
      inquiry, threatened action or proceeding affecting a Seller, the Servicer,
      the Company or any of their Subsidiaries before any Governmental Authority
      that could reasonably be expected to have a Material Adverse Effect.

            (q) BACK-UP SERVICING ARRANGEMENTS. BAFC, the Trustee, the
      Collateral Agent, the Letter of Credit Agent and the Administrative Agent
      shall have received evidence that each Seller and the Servicer maintains
      disaster recovery systems and back-up computer and other information
      management systems that, in BAFC's, the Letter of Credit Agent's and the
      Administrative Agent's reasonable judgement, are sufficient to protect
      such Seller's and such Servicer's business against material interruption
      or loss or destruction of its primary computer and information management
      systems.

            (r) FILINGS, REGISTRATIONS AND RECORDINGS.



                                       21
<PAGE>

                  (i) Each Seller shall have filed and recorded before such
            Series 2000-1 Issuance Date, at its own expense, UCC-1 financing
            statements (or other similar filings) with respect to the Purchased
            Loans and other Loan Assets (as defined with respect to the Sale
            Agreement) in such manner and in such jurisdictions as are necessary
            to perfect the Company's ownership interest thereof under the
            relevant UCC (or similar laws) and delivered evidence of such
            filings to BAFC, the Trustee, the Collateral Agent, the Letter of
            Credit Agent and the Administrative Agent on or prior to such Series
            2000-1 Issuance Date, and all other action (including but not
            limited to notifying related Obligors of the assignment of a
            Purchased Loan, except to the extent that the relevant UCC and other
            similar laws (to the extent applicable) permit the Seller (or the
            Company or its assignees) to provide such notification subsequent to
            the 2000-1 Issuance Date without materially impairing the Company's
            ownership of or security interest in the Purchased Loans and without
            incurring material expenses in connection with such notification)
            necessary to perfect under the relevant UCC and other similar laws
            (to the extent applicable) in jurisdictions outside the United
            States (to the extent applicable) the Company's ownership of or
            security interest in the Purchased Loans and other Loan Assets (as
            defined with respect to the Sale Agreement) shall have been duly
            taken; and

                  (ii) The Company (or the Servicer on its behalf) shall have
            filed and recorded before such Series 2000-1 Issuance Date, at its
            own expense, UCC-1 financing statements (or other similar filings)
            with respect to the Trust Assets in such manner and in such
            jurisdictions as are necessary to perfect and maintain perfection of
            the assignment of the Trust Assets to the Trust and delivered
            evidence of such filings to the BAFC, the Trustee, the Collateral
            Agent, the Letter of Credit Agent and the Administrative Agent on or
            prior to such Series 2000-1 Issuance Date, and all other action
            (including but not limited to notifying related Obligors of the
            assignment of a Purchased Loan, except to the extent that the
            relevant UCC and other similar laws (to the extent applicable)
            permit the Company (or its assignees) to provide such notification
            subsequent to the Series 2000-1 Issuance Date without materially
            impairing the Trust's ownership or security interest of the Trust
            Assets and without incurring material expenses in connection with
            such notification) necessary to perfect under the relevant UCC and
            other similar laws (to the extent applicable) in jurisdictions
            outside the United States (to the extent applicable) the Trust's
            security interest or ownership of the Trust Assets shall have been
            duly taken by the Company (or by the Servicer on behalf of the
            Company).

            (s) OTHER REQUESTS. The Collateral Agent, the Letter of Credit Agent
      and the Administrative Agent shall have received such other approvals,
      opinions or documents as it may reasonably request.


                                       22
<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

      SECTION 9.01. RATIFICATION OF AGREEMENT. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.

      SECTION 9.02. GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE
EXTENT ISSUES OF PERFECTION ARE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION.

      SECTION 9.03. FURTHER ASSURANCES. Each of the Company, the Servicer and
the Trustee agrees, from time to time, to do and perform any and all acts and to
execute any and all further instruments required or reasonably requested by
BAFC, the Letter of Credit Agent or the Administrative Agent more fully to
effect the purposes of this Supplement and the sale of the Series 2000-1 VFC
Certificate and the Series 2000-1 VFC Beneficial Interests hereunder, including,
without limitation, in the case of the Company and the Servicer, the execution
of any financing or registration statements or similar documents or notices or
continuation statements relating to the Purchased Loans and the other Trust
Assets for filing or registration under the provisions of the relevant UCC or
similar legislation of any applicable jurisdiction, provided that, in the case
of the Trustee, in furtherance and without limiting the generality of SUBSECTION
8.01(D) of the Agreement, the Trustee shall have received reasonable assurance
in writing of adequate reimbursement and indemnity in connection with taking
such action before the Trustee shall be required to take any such action.

      SECTION 9.04. PAYMENTS. Each payment to be made hereunder shall be made on
the required payment date in Dollars and in immediately available funds, and if
such payment is to be made to the Series 2000-1 Purchaser or any Secured Party,
such payment shall be deposited in the Cash Collateral Account for distribution
in accordance with the Security Agreement. If neither BAFC nor the Collateral
Agent is the registered holder of the Series 2000-1 VFC Certificate, such
payments shall be made in accordance with the payment instructions from any
subsequent registered holder of the Series 2000-1 VFC Certificate.

      SECTION 9.05. COSTS AND EXPENSES. The Company agrees to pay all reasonable
fees and out-of-pocket costs and expenses of BAFC (including, without
limitation, reasonable fees and disbursements of counsel to BAFC) in connection
with (i) the preparation, execution and delivery of this Supplement, the
Agreement, and the other Transaction Documents and amendments or waivers of any
such documents, (ii) the reasonable enforcement by BAFC of the obligations and
liabilities of the Company and the Servicer under the Agreement, this Supplement
or any related document, (iii) any restructuring or workout of the Agreement,
this Supplement or any related document and (iv) any inspection of the Company's
and/or the Servicer's offices, properties, books and records and any discussions
with the officers,


                                       23
<PAGE>

employees and the Independent Public Accountants of the Company or the Servicer;
PROVIDED, HOWEVER, that any payments made by the Company pursuant to this
Section shall be Company Subordinated Obligations.

      SECTION 9.06. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and
no delay in exercising, on the part of the Trustee, the Letter of Credit Agent,
the Administrative Agent, the Series 2000-1 Purchaser or the Collateral Agent,
any right, remedy, power or privilege hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.

      SECTION 9.07. AMENDMENTS.

            (a) Subject to SUBSECTION (C) of this SECTION 9.07, this Supplement
      may be amended in writing from time to time by the Servicer, the
      Company and the Trustee, with the prior written notice to BAFC, the
      Collateral Agent, the Letter of Credit Agent and the Administrative
      Agent, but without the consent of BAFC, the Collateral Agent, the
      Letter of Credit Agent and the Administrative Agent, to cure any
      ambiguity, to correct or supplement any provisions herein which may be
      inconsistent with any other provisions herein or to add any other
      provisions to or change in any manner or eliminate any of the
      provisions with respect to matters or questions raised under this
      Supplement which shall not be inconsistent with the provisions of any
      Pooling and Servicing Agreement; PROVIDED, HOWEVER, that such action
      shall not, as evidenced by a Responsible Officer's Certificate of the
      Servicer delivered to the Trustee upon which the Trustee may
      conclusively rely, have a Material Adverse Effect (but, to the extent
      that the determination of whether such action would have a Material
      Adverse Effect requires a conclusion as to a question of law, an
      Opinion of Counsel shall be delivered by the Servicer to the Trustee in
      addition to such Responsible Officer's Certificate). The Trustee may,
      but shall not be obligated to, enter into any such amendment pursuant
      to this paragraph or paragraph (b) below that affects the Trustee's
      rights, duties or immunities under any Pooling and Servicing Agreement
      or otherwise.

            (b) Subject to SUBSECTION (C) of this SECTION 9.07, this Supplement
      may also be amended (other than in the circumstances referred to in
      SUBSECTION (A)) in writing from time to time by the Servicer, the Company
      and the Trustee with the written consent of BAFC, the Collateral Agent,
      the Letter of Credit Agent, the Majority Letter of Credit Banks, the
      Administrative Agent and the Majority Liquidity Banks for the purpose of
      adding any provisions to or changing in any manner or eliminating any of
      the provisions of this Supplement or of modifying in any manner the rights
      of BAFC, the Collateral Agent, the Letter of Credit Agent, the Letter of
      Credit Banks, the Administrative Agent or the Liquidity Banks; PROVIDED,
      HOWEVER, that no such amendment shall, unless signed or consented to in
      writing by the Letter of Credit Banks and all Liquidity Banks, (i)


                                       24
<PAGE>

      extend the time for payment, or reduce the amount, of any amount of money
      payable to or for the account of the Series 2000-1 Purchaser under any
      provision of this Supplement or extend the Series 2000-1 Termination Date,
      (ii) subject the Series 2000-1 Purchaser to any additional obligation
      (including, without limitation, any change in the determination of any
      amount payable by the Series 2000-1 Purchaser) or (iii) change the Series
      2000-1 Maximum Invested Amount or the number of Letter of Credit Banks or
      Liquidity Banks which shall be required for any action under this
      subsection or any other provision of this Supplement.

            (c) No amendment to this Supplement shall be effective until (i) if
      such amendment is material, the Rating Agency Condition is satisfied and
      (ii) with respect to all such amendments, prior written notice is given to
      the Series 2000-1 Rating Agencies.

            (d) The Company and the Trustee hereby agree that the Company and
      the Trustee may not perform a Company Exchange in accordance with SECTION
      5.10 of the Agreement without obtaining (i) the prior written consent of
      BAFC, the Letter of Credit Banks having, in the aggregate, more than
      66-2/3% of the Letter of Credit Commitment and the Liquidity Banks having,
      in the aggregate, more than 66 2/3% of the Liquidity Commitment, and (ii)
      satisfaction of the Rating Agency Condition.

      SECTION 9.08. SEVERABILITY. If any provision hereof is void or
unenforceable in any jurisdiction, such status shall not affect the validity or
enforceability of (i) such provision in any other jurisdiction or (ii) any other
provision hereof in such or any other jurisdiction.

      SECTION 9.09. NOTICES. All notices, requests and demands to or upon any
party hereto to be effective shall be given (i) in the case of the Company,
the Servicer and the Trustee, in the manner set forth in SECTION 10.05 of the
Agreement and (ii) in the case of the Series 2000-1 Purchaser, the Letter of
Credit Agent, each Letter of Credit Bank, each Liquidity Bank, the
Administrative Agent, the Collateral Agent and the Series 2000-1 Rating
Agencies, in writing (including a confirmed transmission by telecopy), and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when delivered by hand or three days after being deposited in
the mail, postage prepaid, or, in the case of telecopy notice, when received,
at their respective Notice Addresses or to such other address as may be
hereafter notified by the respective parties hereto.

      SECTION 9.10. SUCCESSORS AND ASSIGNS.

            (a) This Supplement shall be binding upon and inure to the benefit
      of the parties hereto and their respective successors and assigns.

            (b) Neither the Company nor the Servicer shall assign or delegate
      any of its rights or duties hereunder other than to an Affiliate thereof
      without the prior written consent of the Trustee, the Series 2000-1
      Purchaser, the Letter of Credit Agent, the


                                       25
<PAGE>

      Administrative Agent and the Collateral Agent, and any attempted
      assignment without such consent shall be null and void.

            (c) Notwithstanding any other provisions herein, no transfer or
      assignment of any interests or obligations of the Series 2000-1 Purchaser
      hereunder or any grant of participation therein shall be permitted (i) if
      such transfer, assignment or grant would result in a prohibited
      transaction under Section 4975 of the Internal Revenue Code or Section 406
      of ERISA or cause the Trust Assets to be regarded as "plan assets"
      pursuant to 29 C.F.R. ss. 2510.3-101, and (ii) unless the transferee shall
      deliver to the Trustee, the Company and the Collateral Agent an officer's
      certificate and an opinion of counsel that such transfer, assignment or
      grant would not require the Company or the Sellers to file a registration
      statement with the Securities and Exchange Commission.

      SECTION 9.11. COUNTERPARTS. This Supplement may be executed in any number
of counterparts and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original, and all of
which taken together shall constitute one and the same agreement.

      SECTION 9.12. SETOFF. In addition to any rights and remedies of the Series
2000-1 Purchaser provided by law, the Series 2000-1 Purchaser shall have the
right, without prior notice to the Company, any such notice being expressly
waived by the Company to the extent permitted by applicable law, upon any amount
becoming due and payable by the Company hereunder or under the Series 2000-1 VFC
Certificate to setoff and appropriate and apply against any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by the Series 2000-1 Purchaser to or for the credit or the account
of the Company. The Series 2000-1 Purchaser agrees promptly to notify the
Company, the Trustee, the Letter of Credit Agent, the Collateral Agent and the
Administrative Agent after any the setoff and application made by the Series
2000-1 Purchaser; PROVIDED that the failure to give such notice shall not affect
the validity of such setoff and application.

      SECTION 9.13. NO BANKRUPTCY PETITION; NO RECOURSE.

            (a) (i) The Series 2000-1 Purchaser, the Collateral Agent, the
      Administrative Agent, the Liquidity Banks, the Letter of Credit Agent, the
      Letter of Credit Banks, the Servicer and the Trustee each hereby covenants
      and agrees that prior to the date which is one year and one day after all
      Investor Certificates of each Outstanding Series are repaid in full it
      will not institute against, or join with or assist any other Person in
      instituting against, the Company any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings, or other similar
      proceedings under any Applicable Insolvency Laws. (ii) Notwithstanding
      anything elsewhere herein contained, the sole remedy of the Collateral
      Agent, the Administrative Agent, the Liquidity Banks, the Letter of Credit
      Agent, the Letter of Credit Banks, the Servicer, the Trustee, the Series
      2000-1 Purchaser, or any other Person in respect of any obligation,
      covenant, representation,


                                       26
<PAGE>

      warranty or agreement of the Company under or related to this Supplement
      shall be against the assets of the Company. Neither the Collateral Agent,
      nor the Administrative Agent, nor the Liquidity Banks, nor the Letter of
      Credit Agent, nor the Letter of Credit Banks, nor the Series 2000-1
      Purchaser, nor the Trustee, nor the Servicer, nor any other Person shall
      have any claim against the Company to the extent that such assets are
      insufficient to meet any such obligation, covenant, representation,
      warranty or agreement (the difference being referred to herein as
      "shortfall") and all claims in respect of the shortfall shall be
      extinguished. A director, officer, employee or shareholder, as such, of
      the Servicer or the Company shall not have liability for any obligation of
      the Servicer or the Company hereunder or under any Transaction Document or
      for any claim based on, in respect of, or by reason of, any Transaction
      Document, unless such claim results from the gross negligence, fraudulent
      acts or willful misconduct of such director, officer, employee or
      shareholder.

            (b)

                  (i) The Trustee, the Company, the Servicer, the Collateral
            Agent, the Administrative Agent, the Liquidity Banks, the Letter of
            Credit Agent and the Letter of Credit Banks, each hereby covenant
            and agree that prior to the date which is one year and one day after
            the latest of (A) the last day of the Series 2000-1 Amortization
            Period, (B) the date on which all Series 2000-1 Aggregate Unpaids
            are repaid in full, and (C) the date on which all outstanding
            Commercial Paper of BAFC is paid in full, it will not institute
            against, or join with or assist any other Person in instituting
            against, BAFC any bankruptcy, reorganization, arrangement,
            insolvency or liquidation proceedings, or other similar proceedings
            under any Applicable Insolvency Laws.

                  (ii) Notwithstanding any other provision hereof or of any
            other Transaction Documents, the sole remedy of the Collateral
            Agent, the Administrative Agent, the Liquidity Banks, the Letter of
            Credit Agent, the Letter of Credit Banks, the Servicer, the Trustee
            or any other Person in respect of any obligation, covenant,
            representation, warranty or agreement of BAFC under or related to
            this Supplement or any other Transaction Document shall be against
            the assets of BAFC. Neither the Collateral Agent, nor the
            Administrative Agent, nor any Liquidity Bank, nor the Letter of
            Credit Agent, nor any Letter of Credit Bank, nor the Servicer, nor
            the Trustee nor any other Person shall have any claim against BAFC
            to the extent that such assets are insufficient to meet such
            obligations, covenant, representation, warranty or agreement (the
            difference being referred to herein as a "SHORTFALL") and all claims
            in respect of the shortfall shall be extinguished; PROVIDED,
            HOWEVER, that the provisions of this SECTION 9.13 apply solely to
            the obligations of BAFC and shall not extinguish such shortfall for
            purposes of the obligations of a Guarantor to any Person under the
            Guaranty.

            The provisions of this SECTION 9.13 shall survive termination of
            this Agreement.

                                       27
<PAGE>

      SECTION 9.14. LIMITATION ON ADDITION OF SELLERS. Notwithstanding anything
to the contrary contained in the Sale Agreement or the Agreement, the Company
shall not consent to the addition of a Seller thereunder unless each of the
following conditions shall have been satisfied.

                  (i) Each of the conditions set forth in SECTION 3.05 of the
            Sale Agreement shall have been satisfied and the Trustee shall have
            received evidence in the form of a Responsible Officer's Certificate
            as to that fact.

                  (ii) The Company, the Trustee, the Collateral Agent, the
            Administrative Agent and the Letter of Credit Agent, shall have
            received confirmation that there is no pending or, to its knowledge
            after due inquiry, threatened action or proceeding affecting such
            additional Seller before any Governmental Authority (A) that could
            reasonably be expected to have a Material Adverse Effect, or (B)
            that purports to affect the legality, validity or enforceability or
            this Supplement, the Agreement or any other Transaction Document or
            any of the transactions contemplated hereby or thereby.

                  (iii) The Company, the Trustee, the Collateral Agent, the
            Administrative Agent and the Letter of Credit Agent shall have
            received evidence that the Rating Agency Condition shall have been
            satisfied with respect to the addition of such Seller.

                  (iv) The Administrative Agent and the Letter of Credit Agent
            shall have provided prior written consent to the addition of such
            Seller to Bunge.

                  (v) The Company, the Administrative Agent, the Letter of
            Credit Agent, the Collateral Agent and the Trustee shall have
            received Opinions of Counsel of outside counsel addressed to the
            Company, the Administrative Agent, the Letter of Credit Agent, the
            Collateral Agent and the Trustee covering matters with respect to
            such Seller as were covered in the Opinions of Counsel delivered on
            the Series 2000-1 Issuance Date with respect to the original
            Sellers.

                  (vi) The Company, the Trustee, the Collateral Agent, the
            Administrative Agent and the Letter of Credit Agent shall have
            received a certificate prepared by a Responsible Officer of the
            Servicer certifying that after giving effect to the addition of such
            Seller, the Credits Outstanding shall be equal to or less than the
            Available Liquidity Commitment on the related Seller Addition Date.

      SECTION 9.15. CHASE CONFLICT WAIVER. Chase acts as Depositary,
Administrative Agent and Liquidity Bank and may provide other services or
facilities from time to time (the "CHASE ROLES"). Each Liquidity Bank and each
other party hereto hereby acknowledges and consents to any and all Chase Roles,
waives any objections it may have to any actual or potential conflict of
interest caused by Chase's acting as Administrative Agent,


                                       28
<PAGE>

Depositary or as Liquidity Bank hereunder and acting as or maintaining any of
the Chase Roles, and agrees that in connection with any Chase Role, Chase may
take, or refrain from taking, any action which it in its discretion deems
appropriate.

      SECTION 9.16. LIMITED RECOURSE.

      No recourse under any obligation, covenant or agreement of BAFC contained
in the Pooling Agreement shall be had against any incorporator, stockholder,
officer, director, employee or agent of BAFC or any of their Affiliates (solely
by virtue of such capacity) by the enforcement of any assessment or by any legal
or equitable proceeding, by virtue of any statute or otherwise; it being
expressly agreed and understood that the Pooling Agreement is solely a corporate
obligation of BAFC individually, and that no personal liability whatever shall
attach to or be incurred by any incorporator, stockholder, officer, director,
employee or agent of BAFC or any of their Affiliates (solely by virtue of such
capacity) or any of them under or by reason of any of the obligations, covenants
or agreements of BAFC contained in the Pooling Agreement, or implied therefrom,
and that any and all personal liability for breaches by BAFC of any of such
obligations, covenants or agreements, either at common law or at equity, or by
statute, rule or regulation, of every such incorporator, stockholder, officer,
director, employee or agent is hereby expressly waived as a condition of and in
consideration for the execution of the Pooling Agreement; PROVIDED that the
foregoing shall not relieve any such Person from any liability it might
otherwise have as a result of fraudulent actions taken or omissions made by
them. The provisions of this SECTION 9.16 shall survive termination of the
Pooling Agreement.


                                    ARTICLE X

                               FINAL DISTRIBUTIONS

      SECTION 10.01. CERTAIN DISTRIBUTIONS.

            (a) Not later than 2:00 p.m., New York City time, on the
      Distribution Date following the date on which the proceeds from the
      disposition of the Purchased Loans pursuant to SUBSECTION 7.02(B) of the
      Agreement are deposited into the Series 2000-1 Collection Subaccount, the
      Trustee shall distribute such amounts pursuant to Article III of this
      Supplement.

            (b) Notwithstanding anything to the contrary in this Supplement or
      the Agreement, any distribution made pursuant to this Section shall be
      deemed to be a final distribution pursuant to SECTION 9.03 of the
      Agreement with respect to the Series 2000-1 VFC Certificate.



                                       29
<PAGE>


                  IN WITNESS WHEREOF, the Company, the Servicer, the Trustee,
the Series 2000-1 Purchaser, the Collateral Agent, the Letter of Credit Agent
and the Administrative Agent have caused this First Amended and Restated Series
2000-1 Supplement to be duly executed by their respective officers as of the day
and year first above written.

                                            BUNGE FUNDING, INC.


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            BUNGE MANAGEMENT SERVICES, INC.,
                                            as Servicer


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            THE BANK OF NEW YORK,
                                            not in its individual capacity
                                            but solely as Trustee


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            BUNGE ASSET FUNDING CORP.,
                                            as the Series 2000-1 Purchaser


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

<PAGE>



                                            THE BANK OF NEW YORK,
                                            as the Collateral Agent


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            COOPERATIEVE CENTRALE
                                            RAIFFEISEN-BOERENLEENBANK B.A.,
                                            "RABOBANK INTERNATIONAL", NEW
                                            YORK BRANCH,
                                            as the Letter of Credit Agent


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            THE CHASE MANHATTAN BANK,
                                            as the Administrative Agent


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------
<PAGE>




                                   SCHEDULE I
                       SERIES 2000-1 COLLECTION SUBACCOUNT

Series 2000-1 Collection Subaccount #200805
The Bank of New York
101 Barclay Street
New York, NY  10286


                                     SI-1

<PAGE>




                                                                 EXHIBIT A
                                                                    TO
                                                        SERIES 2000-1 SUPPLEMENT

                               BUNGE MASTER TRUST
                      FORM OF SERIES 2000-1 VFC CERTIFICATE

REGISTERED                                          UP TO $750,000,000.00 SERIES
NO. VFC-[ ]                                              2000-1 INVESTED AMOUNT*


      *THE SERIES 2000-1 INVESTED AMOUNT OF THIS SERIES 2000-1 VFC CERTIFICATE
IS SUBJECT TO CHANGE AS DESCRIBED HEREIN.

      THIS SERIES 2000-1 VFC CERTIFICATE AMENDS AND RESTATES THE AMENDED AND
RESTATED SERIES 2000-1 VFC CERTIFICATE THAT WAS ISSUED ON DECEMBER 20, 2000.

      THIS SERIES 2000-1 VFC CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). NEITHER THIS SERIES 2000-1 VFC
CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE
WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

      THIS SERIES 2000-1 VFC CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED,
ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH
THE TERMS OF THE POOLING AGREEMENT AND SUPPLEMENT REFERRED TO HEREIN.

      This Series 2000-1 VFC Certificate evidences a fractional undivided
interest in the assets of the


                               BUNGE MASTER TRUST

the corpus of which consists of loans made by Bunge Finance Limited and Bunge
Finance North America, Inc. to Affiliates, which loans have been purchased by
Bunge Funding, Inc., a Delaware corporation, which in turn transferred and
assigned such receivables to the Bunge Master Trust.

                  (Not an interest in or recourse obligation of
       Bunge International Limited (except in its capacity as Guarantor),
              Bunge Limited (except in its capacity as Guarantor),
           Bunge Funding, Inc. or any of their respective Affiliates)


                                       A-1
<PAGE>



                               This certifies that

                            BUNGE ASSET FUNDING CORP.

(the "SERIES 2000-1 VFC CERTIFICATEHOLDER") is the registered owner of a
fractional undivided interest in the assets of Bunge Master Trust (the "TRUST")
originally created pursuant to the Pooling Agreement, dated as of August 25,
2000 (as the same may from time to time be amended, restated, supplemented or
otherwise modified thereafter, the "POOLING AGREEMENT"), by and among Bunge
Funding, Inc., a Delaware corporation (the "COMPANY"), Bunge Management
Services, Inc., a Delaware corporation, as Servicer (the "SERVICER"), and The
Chase Manhattan Bank, (as subsequently replaced by The Bank of New York) as
trustee (in such capacity, the "TRUSTEE") for the Trust, as supplemented by the
Series 2000-1 Supplement, dated as of August 25, 2000 (as amended, supplemented
or otherwise modified from time to time, the "SUPPLEMENT", collectively, with
the Pooling Agreement, the "AGREEMENT"), by and among the Company, the Servicer,
the Trustee, Bunge Asset Funding Corp. ("BAFC"), The Chase Manhattan Bank (as
subsequently replaced by The Bank of New York), as collateral agent (in such
capacity the "COLLATERAL AGENT"), Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch, as
letter of credit agent (in such capacity, the "LETTER OF CREDIT AGENT") and The
Chase Manhattan Bank, as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT"). The corpus of the Trust consists of Purchased Loans and
all other Trust Assets referred to in the Agreement. Although a summary of
certain provisions of the Agreement is set forth below, this Series 2000-1 VFC
Certificate does not purport to summarize the Agreement, is qualified in its
entirety by the terms and provisions of the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee. A copy of the Agreement may be requested by a holder
hereof by writing to the Trustee at The Bank of New York, 101 Barclay Street,
Fl. 21 West, New York, New York 10286, Attention: Martin Reed. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
them in Annex X attached to the Agreement.

      THIS SERIES 2000-1 VFC CERTIFICATE IS ISSUED UNDER AND IS SUBJECT TO THE
TERMS, PROVISIONS AND CONDITIONS OF THE AGREEMENT, TO WHICH AGREEMENT THE SERIES
2000-1 VFC CERTIFICATEHOLDER, BY VIRTUE OF THE ACCEPTANCE HEREOF, ASSENTS AND IS
BOUND.

      The Servicer, the Company, the Series 2000-1 VFC Certificateholder and the
Trustee intend, for federal, state and local income and franchise tax purposes
only (but for no other purpose), that the Series 2000-1 VFC Certificate be
evidence of indebtedness of the Company secured by the Trust Assets and that the
Trust not be characterized as an association or publicly traded partnership
taxable as a corporation. The Series 2000-1 VFC Certificateholder, by the
acceptance hereof, agrees to treat the Series 2000-1 VFC Certificate for
federal, state and local income and franchise tax purposes (but for no other
purpose) as indebtedness of the Company; PROVIDED, HOWEVER, that nothing in this
Series 2000-1 VFC Certificate or in the Transaction Documents shall impose on
the Company any personal liability in respect of this Series 2000-1 VFC
Certificate.



                                      A-2
<PAGE>

      This Series 2000-1 VFC Certificate is the Investor Certificate entitled
"Bunge Master Trust, Series 2000-1 VFC Certificate" (the "SERIES 2000-1 VFC
CERTIFICATE") representing a fractional undivided interest in the Trust Assets,
consisting of the right to receive the distributions specified in the Supplement
out of (i) the Series 2000-1 Invested Percentage (expressed as a decimal) of
Collections received with respect to the Purchased Loans and all other funds on
deposit in the Collection Account and (ii) to the extent such interests appear
in the Supplement, all other funds on deposit in the Series 2000-1 Collection
Subaccount (collectively, the "SERIES 2000-1 VFC CERTIFICATEHOLDER'S INTEREST").
The Trust Assets are allocated in part to the Series 2000-1 VFC
Certificateholder with the remainder allocated to the Investor
Certificateholders of other Series, if any, and to the Company. An Exchangeable
Company Interest representing the Company's interest in the Trust was issued to
the Company pursuant to the Pooling Agreement on August 25, 2000. The
Exchangeable Company Interest represents the interest in the Trust Assets not
represented by the Investor Certificates of each Outstanding Series. The
Exchangeable Company Interest may be decreased by the Company pursuant to the
Pooling Agreement in exchange for an increase in the Invested Amount of a Class
of Investor Certificates of an Outstanding Series, or one or more newly issued
Series of Investor Certificates, upon the conditions set forth in the Agreement.

      Distributions with respect to this Series 2000-1 VFC Certificate shall be
paid by the Trustee in immediately available funds to the Series 2000-1 VFC
Certificateholder by depositing such funds in the Cash Collateral Account or, if
neither BAFC nor the Collateral Agent is the registered holder of the Series
2000-1 VFC Certificate, in accordance with the payment instructions from any
subsequent registered holder of the Series 2000-1 VFC Certificate. Final payment
of this Series 2000-1 VFC Certificate shall be made only upon presentation and
surrender of this Series 2000-1 VFC Certificate at the office or agency
specified in the notice of final distribution delivered by the Trustee to the
Series 2000-1 VFC Certificateholder in accordance with the Agreement.

      THIS SERIES 2000-1 VFC CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR
AN INTEREST IN, BUNGE (EXCEPT IN ITS CAPACITY AS GUARANTOR), THE COMPANY, THE
SERVICER OR ANY AFFILIATE OF EITHER OF THEM.

      The transfer of this Series 2000-1 VFC Certificate shall be registered in
the Certificate Register upon surrender of this Series 2000-1 VFC Certificate
for registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by evidence of satisfaction of the transfer
restrictions set forth in SUBSECTION 9.10(C) of the Series 2000-1 Supplement and
a written instrument of transfer, in a form satisfactory to the Trustee, the
Transfer Agent and Registrar, the Company and the Servicer, duly executed by the
Series 2000-1 VFC Certificateholder or the Series 2000-1 VFC Certificateholder's
attorney, and duly authorized in writing with such signature guaranteed, and
thereupon one or more new Series 2000-1 VFC Certificates of authorized
denominations and of like aggregate Fractional Undivided Interests will be
issued to the designated transferee or transferees.



                                      A-3
<PAGE>

      The Company, the Trustee, the Servicer, the Transfer Agent and Registrar,
and any agent of any of them, may treat the person whose name is recorded in the
Series 2000-1 Register as the Series 2000-1 Purchaser for all purposes of the
Supplement, notwithstanding notice to the contrary.

      It is expressly understood and agreed by the Company and the Series 2000-1
VFC Certificateholder that (i) the Agreement is executed and delivered by the
Trustee, not individually or personally but solely as Trustee of the Trust, in
the exercise of the powers and authority conferred and vested in it, (ii) the
representations, undertakings and agreements made on the part of the Trust in
the Agreement are made and intended not as personal representations,
undertakings and agreements by the Trustee, but are made and intended for the
purpose of binding only the Trust, (iii) nothing herein contained shall be
construed as creating any liability of the Trustee, individually or personally,
to perform any covenant either expressed or implied made on the part of the
Trust in the Agreement, all such liability, if any, being expressly waived by
the parties who are signatories to the Agreement and by any Person claiming by,
through or under such parties; PROVIDED, HOWEVER, the Trustee shall be liable in
its individual capacity for its own willful misconduct or gross negligence and
for any tax assessed against the Trustee based on or measured by any fees,
commission or compensation received by it for acting as Trustee and (iv) under
no circumstances shall the Trustee be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under the Agreement.

      The holder of this Series 2000-1 VFC Certificate is authorized to record
the date and amount of each increase and decrease in the Series 2000-1 Invested
Amount with respect to such holder on the schedules annexed hereto and made a
part hereof and any such recordation shall constitute PRIMA FACIE evidence of
the accuracy of the information so recorded, absent manifest error, PROVIDED
that the failure of the holder of this Series 2000-1 VFC Certificate to make
such recordation (or any error in such recordation) shall not affect the
obligations of the Company, the Servicer or the Trustee under the Agreement.

      This Series 2000-1 VFC Certificate shall be treated as a "certificated
security" for the purposes of Section 8-102(a)(4) of the New York UCC.

      THIS SERIES 2000-1 VFC CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ANY
CONFLICT OF LAW PRINCIPLES.

      By acceptance of this Series 2000-1 VFC Certificate, the Series 2000-1 VFC
Certificateholder hereby agrees that it will not institute against, or join with
or assist any other Person in instituting against, the Company prior to the date
which is one year and one day after all Investor Certificates of each
Outstanding Series are repaid in full any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any Applicable Insolvency Laws.



                                      A-4
<PAGE>

                  Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Series 2000-1
VFC Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.


                                      A-5
<PAGE>


      IN WITNESS WHEREOF, the Company, as agent of the Trust, has caused this
Series 2000-1 VFC Certificate to be duly executed.

Dated:  July __, 2001


                                            BUNGE FUNDING, INC.,
                                            as agent of the Trust as authorized
                                            pursuant to SECTION 5.01 of the
                                            Pooling Agreement,


                                            By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------



                                      A-6
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is the Series 2000-1 VFC Certificate referred to in the
within-mentioned Agreement.

                                            THE BANK OF NEW YORK, not in its
                                            individual capacity but solely as
                                            Trustee,


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                                       Authorized Signatory

                                            Dated:
                                                  ------------------------------



                                      A-7
<PAGE>

                  Pay to the order of The Bank of New York, as Collateral Agent.


                                            BUNGE ASSET FUNDING CORP.,



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------




                                      A-8
<PAGE>


                                                             SCHEDULE 1
                                                                 TO
                                                   SERIES 2000-1 VFC CERTIFICATE

<TABLE>
<CAPTION>

              Series 2000-1     Series 2000-1
               Increase in       Decrease in       Series 2000-1
      Date    Series 2000-1     Series 2000-1        Purchaser        Notation
                Purchaser         Purchaser          Invested          Made By
                Invested           Invested           Amount
                 Amount             Amount
<S>           <C>               <C>                <C>                <C>


</TABLE>



                                      A-9
<PAGE>

                                                                 EXHIBIT D
                                                                    TO
                                                        SERIES 2000-1 SUPPLEMENT


                        FORM OF ISSUANCE/INCREASE NOTICE

                                                                      ___, 20__

BUNGE ASSET FUNDING CORP.

THE CHASE MANHATTAN BANK,
as Administrative Agent

THE BANK OF NEW YORK,
as Trustee

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH,
as Letter of Credit Agent

Ladies and Gentlemen;

      Reference is hereby made to the First Amended and Restated Series 2000-1
Supplement, dated as of July 12, 2001 (as amended or supplemented, the
"SUPPLEMENT"), among Bunge Funding, Inc. (the "COMPANY"), Bunge Management
Services, Inc. as Servicer (in such capacity, the "SERVICER"), Bunge Asset
Funding Corp. as Series 2000-1 Purchaser, The Bank of New York, as Collateral
Agent and as Trustee, The Chase Manhattan Bank, as Administrative Agent, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International",
New York Branch, as Letter of Credit Agent. Capitalized terms used in this
Notice and not otherwise defined herein shall have the meanings assigned thereto
or incorporated by reference in the Supplement.

      This Notice constitutes the notice recruited in connection with [the
initial issuance] [a Series 2000-1 Increase] pursuant to SUBSECTION 2.05(A) of
the Supplement.

      The [Servicer] [Company] hereby requests [a purchase in respect of the
initial issuance of the Series 2000-1 VFC Certificate] [a Series 2000-1
Increase] be made by the Series 2000-1 Purchaser on _________, ________ in the
aggregate amount of $________.

      The [Servicer] [Company] hereby represents and warrants, as of the date of
such [purchase] [Series 2000-1 Increase] after giving effect thereto, that the
conditions set forth in



                                      D-1
<PAGE>

SECTION 2.05 of the Supplement with respect to such [purchase] [Series 2000-1
Increase] have been satisfied.


                                      D-2
<PAGE>


      IN WITNESS WHEREOF, the undersigned has caused this Notice to be executed
by its duly authorized officer as of the date first above written.

                                            [BUNGE MANAGEMENT SERVICES, INC.,
                                            as Servicer] [BUNGE FUNDING, INC.]


                                            By:
                                               ---------------------------------
                                                Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------



                                      D-3