EXHIBIT
10.1


    


    
      


    

     

       

    

     

    
      

      

    

    $850,000,000

     

    REVOLVING
CREDIT AGREEMENT

     

    among

     

    BUNGE
LIMITED FINANCE CORP.,

    as
Borrower,

     

    The
Several Lenders from Time to Time Parties Hereto,

     

    CITIBANK,
N.A.,

    as
Syndication Agent,

     

    BNP
PARIBAS,

    as
Documentation Agent,

    


    and

     

    JPMORGAN
CHASE BANK, N.A.

    as
Administrative Agent

     

    Dated as
of November 18, 2008

     

    
      

      

    

     

     

       

    

    J.P.
Morgan Securities Inc. and Citigroup Global Markets Inc., as Lead Arrangers and
Joint Bookrunners

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

     

    Page

     

    
      
        	
                SECTION
      1.  

              	
                DEFINITIONS

              	
                1

              
	 	 	 
	
                1.1

              	
                Defined
      Terms

              	
                1

              
	
                1.2

              	
                Other
      Definitional Provisions

              	
                17

              
	 	 	 
	
                SECTION
      2.  

              	
                AMOUNT
      AND TERMS OF COMMITMENTS

              	
                18

              
	 	 	 
	
                2.1

              	
                Commitments.

              	
                18

              
	
                2.2

              	
                Procedure
      for Loan Borrowing

              	
                21

              
	
                2.3

              	
                Commitment
      Fees, etc

              	
                22

              
	
                2.4

              	
                Termination
      or Reduction of Commitments

              	
                22

              
	
                2.5

              	
                Prepayments

              	
                22

              
	
                2.6

              	
                Conversion
      and Continuation Options

              	
                23

              
	
                2.7

              	
                Limitations
      on Eurocurrency Borrowings

              	
                24

              
	
                2.8

              	
                Interest
      Rates and Payment Dates

              	
                24

              
	
                2.9

              	
                Computation
      of Interest and Fees

              	
                25

              
	
                2.10

              	
                Inability
      to Determine Interest Rate

              	
                25

              
	
                2.11

              	
                Pro
      Rata Treatment and Payments

              	
                26

              
	
                2.12

              	
                Requirements
      of Law

              	
                27

              
	
                2.13

              	
                Taxes

              	
                29

              
	
                2.14

              	
                Indemnity

              	
                30

              
	
                2.15

              	
                Change
      of Lending Office

              	
                31

              
	
                2.16

              	
                Illegality

              	
                31

              
	
                2.17

              	
                Replacement
      of Lenders

              	
                31

              
	
                2.18

              	
                Judgment
      Currency

              	
                32

              
	 	 	 
	
                SECTION
      3.  

              	
                REPRESENTATIONS
      AND WARRANTIES

              	
                33

              
	 	 	 
	
                3.1

              	
                No
      Change

              	
                33

              
	
                3.2

              	
                Existence;
      Compliance with Law

              	
                33

              
	
                3.3

              	
                Power;
      Authorization; Enforceable Obligations

              	
                33

              
	
                3.4

              	
                No
      Legal Bar

              	
                33

              
	
                3.5

              	
                Litigation

              	
                34

              
	
                3.6

              	
                No
      Default

              	
                34

              
	
                3.7

              	
                Ownership
      of Property; Liens

              	
                34

              
	
                3.8

              	
                Taxes

              	
                34

              
	
                3.9

              	
                Federal
      Regulations

              	
                34

              
	
                3.10

              	
                Investment
      Company Act; Other Regulations

              	
                34

              
	
                3.11

              	
                No
      Subsidiaries

              	
                34

              
	
                3.12

              	
                Use
      of Proceeds

              	
                34

              
	
                3.13

              	
                Solvency

              	
                35

              
	
                3.14

              	
                Limited
      Purpose

              	
                35

              
	
                3.15

              	
                Financial
      Condition

              	
                35

              


      

      
         

         

        
          
            i

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Page

         

      

      
        	
                SECTION
      4.  

              	
                CONDITIONS
      PRECEDENT

              	
                35

              
	 	 	 
	
                4.1

              	
                Conditions
      to Effectiveness

              	
                35

              
	
                4.2

              	
                Conditions
      to Each Loan

              	
                37

              
	 	 	 
	
                SECTION
      5.  

              	
                COVENANTS

              	
                37

              
	 	 	 
	
                5.1

              	
                Affirmative
      Covenants

              	
                38

              
	
                5.2

              	
                Negative
      Covenants

              	
                40

              
	
                5.3

              	
                Use
      of Websites.

              	
                43

              
	 	 	 
	
                SECTION
      6.  

              	
                EVENTS
      OF DEFAULT

              	
                43

              
	 	 	 
	
                SECTION
      7.  

              	
                THE
      AGENTS

              	
                46

              
	 	 	 
	
                7.1

              	
                Appointment

              	
                46

              
	
                7.2

              	
                Delegation
      of Duties

              	
                47

              
	
                7.3

              	
                Exculpatory
      Provisions

              	
                47

              
	
                7.4

              	
                Reliance
      by Administrative Agent

              	
                47

              
	
                7.5

              	
                Notice
      of Default

              	
                48

              
	
                7.6

              	
                Non-Reliance
      on Agents and Other Lenders

              	
                48

              
	
                7.7

              	
                Indemnification

              	
                48

              
	
                7.8

              	
                Agent
      in Its Individual Capacity

              	
                49

              
	
                7.9

              	
                Successor
      Administrative Agent

              	
                49

              
	
                7.10

              	
                Syndication
      Agent and Documentation Agent

              	
                49

              
	
                7.11

              	
                Agent
      Communications

              	
                49

              
	 	 	 
	
                SECTION
      8.  

              	
                MISCELLANEOUS

              	
                50

              
	 	 	 
	
                8.1

              	
                Amendments
      and Waivers

              	
                50

              
	
                8.2

              	
                Notices

              	
                51

              
	
                8.3

              	
                No
      Waiver; Cumulative Remedies

              	
                52

              
	
                8.4

              	
                Survival
      of Representations and Warranties

              	
                52

              
	
                8.5

              	
                Payment
      of Expenses and Taxes

              	
                52

              
	
                8.6

              	
                Successors
      and Assigns; Participations and Assignments

              	
                53

              
	
                8.7

              	
                Adjustments;
      Set-off

              	
                56

              
	
                8.8

              	
                Counterparts

              	
                56

              
	
                8.9

              	
                Severability

              	
                56

              
	
                8.10

              	
                Integration

              	
                57

              
	
                8.11

              	
                Governing
      Law

              	
                57

              
	
                8.12

              	
                Submission
      To Jurisdiction; Waivers

              	
                57

              
	
                8.13

              	
                Acknowledgements

              	
                57

              
	
                8.14

              	
                Confidentiality

              	
                58

              
	
                8.15

              	
                WAIVERS
      OF JURY TRIAL

              	
                58

              
	
                8.16

              	
                No
      Bankruptcy Petition Against the Borrower; Liability of the
      Borrower.

              	
                59

              
	
                8.17

              	
                Conversion
      of Approved Currencies into Dollars

              	
                59

              
	
                8.18

              	
                U.S.A.
      Patriot Act

              	
                59

              


      

      
 

      
        
          ii

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    SCHEDULES:

     

    
      	
              1.1  
      

            	
              Commitments

            


    

    
      	
              1.1A 
      

            	
              Mandatory
      Cost Formula

            


    

    
      	
              3.3  
      

            	
              Consents,
      Authorizations, Filings and Notices

            


    

     

    EXHIBITS:

     

    
      	
              A  
      

            	
              Form
      of Guaranty Agreement

            


    

    
      	
              B-1 
      

            	
              Form
      of Borrower Responsible Officer’s
Certificate

            


    

    
      	
              B-2 
      

            	
              Form
      of Borrower Secretary Certificate

            


    

    
      	
              B-3 
      

            	
              Form
      of Guarantor Responsible Officer’s
Certificate

            


    

    
      	
              B-4 
      

            	
              Form
      of Guarantor Secretary Certificate

            


    

    
      	
              C  
      

            	
              Form
      of Assignment and Acceptance

            


    

    
      	
              D-1 
      

            	
              Form
      of Legal Opinion of Winston & Strawn
LLP

            


    

    
      	
              D-2 
      

            	
              Form
      of Legal Opinion of Conyers Dill &
Pearman

            


    

    
      	
              E  
      

            	
              Form
      of Exemption Certificate

            


    

    
      	
              F 
      

            	
              Form
      of Commitment Increase Supplement

            


    

    
      	
              G  
      

            	
              Form
      of Additional Lender Supplement

            


    

     

     

    
      
        iii

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    REVOLVING
CREDIT AGREEMENT (as amended, supplemented or otherwise modified in accordance
with the terms hereof and in effect from time to time, this “Agreement”), dated as
of November 18, 2008, among BUNGE LIMITED FINANCE CORP., a Delaware corporation
(the “Borrower”), the
several banks and other financial institutions or entities from time to time
parties to this Agreement (the “Lenders”), CITIBANK,
N.A., as syndication agent (the “Syndication Agent”),
BNP PARIBAS, as a documentation agent, (the “Documentation Agent”)
and JPMORGAN CHASE BANK, N.A., as administrative agent.

     

    The
parties hereto hereby agree as follows:

     

    SECTION
1.    DEFINITIONS

     

    1.1           Defined
Terms.  As used in this Agreement, the terms listed in this
Section 1.1 shall have the respective meanings set forth in this Section
1.1.

     

    “ABR”:  for
any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of
1%) equal to the greater of (a) the Prime Rate in effect on such day, (b) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the
Adjusted LIBO Rate for a one month Interest Period on such day (or if such day
is not a Business Day, the immediately preceding Business Day) plus
1%.  For the purposes of clause (c) above, the Administrative Agent
shall assume that the reference Eurocurrency Loan would be denominated in
Dollars.  For purposes hereof, “Prime Rate” shall
mean the rate of interest per annum publicly announced from time to time by
JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in
New York City (the Prime Rate not being intended to be the lowest rate of
interest charged by JPMorgan Chase Bank, N.A. in connection with extensions of
credit to debtors).  Any change in the ABR due to a change in the
Prime Rate, the Federal Funds Effective Rate or the one month Adjusted LIBO Rate
shall be effective as of the opening of business on the effective day of such
change in the Prime Rate, the Federal Funds Effective Rate or the one month
Adjusted LIBO Rate, respectively.

     

    “ABR
Loans”:  Loans the rate of interest applicable to which is
based upon the ABR.

     

    “Additional Lender”:
as defined in Section 2.1(b)(ii).

     

    “Additional Lender
Supplement”: as defined in Section 2.1(b)(ii).

     

    “Adjusted LIBO Rate”:
with respect to any Eurocurrency Loan for each day during each Interest Period
(or, as applicable, for purposes of determining ABR with respect to an ABR Loan
for any day by reference to a one month Interest Period), an interest rate per
annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate; provided that, with
respect to any Eurocurrency Loan denominated in the Optional Currency, the
Adjusted LIBO Rate shall mean the LIBO Rate.

     

    “Administrative
Agent”:  JPMorgan Chase Bank, N.A., together with its
Affiliates, as the arranger of the Commitments and as the administrative agent
for the Lenders under this Agreement and the other Loan Documents, together with
any of its successors.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2

     

    “Administrative Agent (London
Office)”:  for designated notice purposes only, J.P. Morgan
Europe Limited.

     

    “Affiliate”:  with
respect to any specified Person, any other Person which, directly or indirectly,
is in control of, is controlled by, or is under common control with, such
specified Person.  For purposes of this definition “control” of a
Person means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities or otherwise, and the terms
“controlling” and “controlled” have meanings correlative to the
foregoing.

     

    “Agents”:  the
collective reference to the Syndication Agent, the Documentation Agent and the
Administrative Agent.

     

    “Aggregate
Exposure”:  with respect to any Lender at any time, an amount
(expressed in the Base Currency) equal to the amount of such Lender’s Commitment
then in effect or, if the Commitments have been terminated, the Dollar
Equivalent of such Lender’s Loans then outstanding.

     

    “Aggregate Exposure
Percentage”:  with respect to any Lender at any time, the ratio
(expressed as a percentage) of such Lender’s Aggregate Exposure at such time to
the Aggregate Exposure of all Lenders at such time.

     

    “Agreement”:  as
defined in the preamble hereto.

     

    “Annex
X”:  Annex X (as amended, supplemented or otherwise modified
and in effect from time to time) attached to the Pooling Agreement.

     

    “Applicable
Margin”:  the greater of (i) the per annum rate calculated as a
percentage of the CDX Index and (ii) the per annum floor rate, in each case as
set forth in the applicable row of the table below:

     

    
      	
              Rating

            	
              Percentage
      of the CDX Index

            	
              Applicable
      Floor Rate

            
	
              Level
      I   

            	
              60%

            	
              1.25%

            
	
              Level
      II

            	
              85%

            	
              1.50%

            
	
              Level
      III   

            	
              100%

            	
              2.00%

            
	
              Level
      IV

            	
              125%

            	
              2.50%

            
	
              Level
      V

            	
              150%

            	
              3.00%

            


    

    


     

    “Applicable Moody’s
Rating”: the senior long-term unsecured debt rating that Moody’s provides
of (i) the Guarantor or (ii) if Moody’s does not provide such a rating of the
Guarantor, then the Master Trust or (iii) if Moody’s does not provide such a
rating of the Guarantor or the Master Trust, then the Borrower.

     

    “Applicable S&P
Rating”: the senior long-term unsecured debt rating that S&P provides
of (i) the Guarantor or (ii) if S&P does not provide such a rating of the
Guarantor, then

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3

     

    the
Master Trust or (iii) if S&P does not provide such a rating of the Guarantor
or the Master Trust, then the Borrower.

     

    “Assignee”:  as
defined in Section 8.6(c).

     

    “Assignment and
Acceptance”:  an Assignment and Acceptance, substantially in
the form of Exhibit C.

     

    “Assignor”:  as
defined in Section 8.6(c).

     

    “Available
Commitment”:  as to any Lender at any time, an amount equal to
such Lender’s Commitment then in effect minus:

     

    
      	
               
      

            	
              (a)

            	
              the
      Dollar Equivalent of the principal amount of its outstanding Loans on such
      date; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              for
      purposes of Section 2.2 only, in relation to any proposed borrowing or
      Loan, the Dollar Equivalent of the principal amount of any Loans that are
      due to be made by such Lender on or before the proposed Borrowing
      Date.

            


    

     

    “BAFC”:  Bunge
Asset Funding Corp., a Delaware corporation, and its successors and permitted
assigns.

     

    “Base
Currency”:  Dollars.

     

    “Benefitted
Lender”:  as defined in Section 8.7(a).

     

    “BFE”:  Bunge
Finance Europe B.V., a company organized under the laws of The Netherlands, and
its successors and permitted assigns.

     

    “Board”:  the
Board of Governors of the Federal Reserve System of the United States (or any
successor).

     

    “Board of Directors”:
with respect to any Person, the board of directors of such Person or any duly
authorized committee thereof.

     

    “Borrower”:  as
defined in the preamble hereto.

     

    “Borrower
Account”:  any account established by or for the Borrower,
other than the Series 2002-1 Collection Subaccount (or any sub-subaccount
thereof), for the purpose of depositing funds borrowed hereunder or under any
Pari Passu Indebtedness, any amounts paid pursuant to the Series 2002-1 VFC and
all amounts received with respect to Hedge Agreements.

     

    “Borrowing”: Loans of
the same Type and currency, made, converted or continued on the same date to the
Borrower and, in the case of Eurocurrency Loans, as to which a single Interest
Period is in effect.

     

    “Borrowing
Date”:  any Business Day specified by the Borrower as a date on
which the Borrower requests the Lenders to make Loans hereunder.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4

     

    “Bunge
Funding”:  Bunge Funding, Inc., a Delaware corporation, and its
successors and permitted assigns.

     

    “Business
Day”:  a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close, provided, that (a)
with respect to notices and determinations in connection with, and payments of
principal and interest on, Eurocurrency Loans, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in deposits in the
currency in which such Eurocurrency Loan is denominated in the London interbank
market and (b) when used in connection with any Eurocurrency Loan denominated in
the Optional Currency, the term “Business Day” shall also exclude any day on
which the TARGET payment system is not open for the settlement of payment in
Euro.

     

    “Capital
Stock”:  with respect to any Person, any and all shares,
interests, rights to purchase, warrants, options (whether or not currently
exercisable), participations or other equivalents of or interests in (however
designated) the equity (which includes, but is not limited to, common stock or
shares, preferred stock or shares and partnership and joint venture interests)
of such Person (excluding any debt securities convertible into, or exchangeable
for, such equity).

     

    “CDX
Index”:  the rate per annum determined by the Administrative
Agent (i) with respect to any Eurocurrency Loan, three (3) Business Days prior
to the commencement of each Interest Period applicable to such Eurocurrency
Loan, and thereafter, in the case of any Eurocurrency Loan having an Interest
Period greater than three (3) months, at the end of each successive three (3)
month period during such Interest Period, and (ii) with respect to any ABR Loan,
on the Closing Date and on the last Business Day of each calendar quarter, in
each case by reference to the closing Markit CDX.NA.IG Series 11 or any
successor series (5 year period) for such day; provided that, to the
extent the Administrative Agent determines that a rate is not ascertainable
pursuant to the foregoing provisions of this definition, the “CDX Index” on any
date of determination shall be the rate most recently determined by the
Administrative Agent unless and until the Borrower and each of the Lenders agree
on an alternative method of calculating the Applicable Margin.

     

    “Change in
Control”:  the occurrence of any of the following:

     

    (1)           the
Guarantor becomes aware (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of
the acquisition by any Person or group (within the meaning of Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act, or any successor provision), including
any group acting for the purpose of acquiring, holding or disposing of
securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a
single transaction or in a related series of transactions, by way of merger,
consolidation or other business combination, of 50% or more of the total voting
power of the Voting Stock of the Guarantor then outstanding;

     

    (2)           the
sale, lease or transfer, in one or a series of related transactions, of all or
substantially all of the assets of the Guarantor and its Subsidiaries, taken as
a whole, to any Person that is not a Subsidiary of the Guarantor;
or

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5

     

    (3)           the
first day on which a majority of the members of the Guarantor’s Board of
Directors are not Continuing Directors.

     

    “Closing
Date”:  the date on which the conditions precedent set forth in
Section 4.1 shall have been satisfied, which date is November 18,
2008.

     

    “Code”:  the
United States Internal Revenue Code of 1986, as amended from time to time, and
the rules and regulations promulgated thereunder from time to time.

     

    “Commitment”:  as
to any Lender, the obligation of such Lender to make Loans in an aggregate
Dollar Equivalent principal amount not to exceed the amount set forth in the
Base Currency under the heading “Commitment” opposite such Lender’s name on
Schedule 1.1 or
in the Assignment and Acceptance pursuant to which such Lender became a party
hereto, as the same may be increased or reduced from time to time pursuant to
the terms hereof.  The original amount of the Total Commitments is
$850,000,000.

     

    “Commitment Fee
Rate”:  the rate per annum set forth in the applicable row of
the table below:

     

     

    
      	 	
              Rating

            	
              Commitment
      Fee Rate

            
	 	
              Level
      I

            	
              0.20%

            
	 	
              Level
      II

            	
              0.25%

            
	 	
              Level
      III

            	
              0.30%

            
	 	
              Level
      IV

            	
              0.375%

            
	 	
              Level
      V

            	
              0.50%

            


    

    


     

    “Commitment Increase
Supplement”: as defined in Section 2.1(b)(ii).

     

    “Commitment
Period”:  the period from and including the Closing Date to the
earlier of (a) the Termination Date or (b) the date of termination of the
Commitments in accordance with the terms hereof.

     

    “Conduit
Lender”:  any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that
the designation by any Lender of a Conduit Lender shall not relieve the
designating Lender of any of its obligations to fund a Loan under this Agreement
if, for any reason, its Conduit Lender fails to fund any such Loan, and the
designating Lender (and not the Conduit Lender) shall have the sole right and
responsibility to deliver all consents and waivers required or requested under
this Agreement with respect to its Conduit Lender, and provided, further, that no
Conduit Lender shall (a) be entitled to receive any greater amount pursuant to
Section 2.12, 2.13, 2.14 or 8.5 than the designating Lender would have been
entitled to receive in respect of the extensions of credit made by such Conduit
Lender or (b) be deemed to have any Commitment.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6

     

    “Continuing
Directors”: as of any date of determination, any member of the Board of
Directors of the Guarantor who (a) was a member of such Board of Directors on
the Closing Date; or (b) was nominated for election, appointed or elected to
such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such
nomination or election (either by a specific vote or by approval of the
Guarantor’s proxy statement in which such member was named as a nominee for
election as a director).

     

    “Contractual
Obligation”:  as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is
bound.

     

    “Daily
Report”:  a report prepared by the Servicer on each Business
Day required pursuant to Section 4.01 of the Servicing Agreement or Section
5.1(n) of this Agreement, in substantially the form of Exhibit B attached to the
Series 2002-1 Supplement.

     

    “Default”:  any
of the events specified in Section 6, whether or not any requirement for
the giving of notice, the lapse of time, or both, has been
satisfied.

     

    “Defaulted
Loan”:  any Purchased Loan with respect to which the related
Obligor or the Guarantor has failed to make any payment due and owing (whether
at the stated maturity, by acceleration or otherwise) for a period of at least
eight (8) days or more.

     

    “Defaulting Lender”:
any Lender that (a) has failed to fund any portion of its Loans required to be
funded by it hereunder within three (3) Business Days of the date required to be
funded by it hereunder, (b) has notified the Borrower or the Administrative
Agent in writing that it does not intend to comply with any of its funding
obligations under this Agreement or has made a public statement to the effect
that it does not intend to comply with its funding obligations under this
Agreement, (c) has otherwise failed to pay over to the Administrative Agent any
other amount required to be paid by it hereunder within three (3) Business Days
of the date when due, unless the subject of a good faith dispute, or (d) (i) is
insolvent or (ii) has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed
for it, or has indicated its consent to, approval of or acquiescence in any such
proceeding or appointment.

     

    “Delinquent
Loan”:  any Purchased Loan (a) with respect to which the
related Obligor or the Guarantor has failed to make any payment due and owing
(whether at the stated maturity, by acceleration or otherwise) for a period of
at least one (1) day but not greater than seven (7) days or (b) as to which an
Insolvency Event has occurred with respect to the related Obligor.

     

    “Designated
Obligors”:  the Guarantor and the Subsidiaries of the Guarantor
set forth on Schedule IV to the Guaranty Agreement hereto (and their successors)
and any other Subsidiaries of the Guarantor designated by the Guarantor from
time to time that satisfy the conditions set forth in the definition of
“Eligible Obligor” in Annex X to the Pooling
Agreement.  Notwithstanding the immediately preceding sentence, with
the prior written consent of the Required Lenders (which consent shall not be
unreasonably withheld), the Guarantor may from

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7

     

    time to
time identify the Guarantor and certain Subsidiaries that shall not be
classified as Designated Obligors.

     

    “Designated Website”:
as defined in Section 5.3(a).

     

    “Dollar
Equivalent”:  on any date of determination (a) with respect to
any amount denominated in the Base Currency, such amount, and (b) with respect
to any amount denominated in the Optional Currency or any other Master Trust
Approved Currency, the equivalent in Dollars of such amount, determined by the
Administrative Agent pursuant to Section 1.2(e) using the Rate of Exchange with
respect to such currency on such date in effect under the provisions of such
Section.

     

    “Dollars” and “$”:  dollars
in lawful currency of the United States.

     

    “EMU
Legislation”:  the legislative measures of the European Council
for the introduction of, change over to or operation of a single unified
European currency.

     

    “Environmental
Laws”:  any and all foreign, Federal, state, local or municipal
laws, rules, orders, regulations, statutes, ordinances, codes, decrees,
requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time hereafter be in effect.

     

    “ERISA”:  the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

     

    “ERISA
Affiliate”:  with respect to any Person, any trade or business
(whether or not incorporated) that is a member of a group of which such Person
is a member and which is treated as a single employer under Section 414 of the
Code.

     

    “ERISA
Event”:  (a) (i) the occurrence of a reportable event, within
the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day
notice requirement with respect to such event has been waived by the PBGC or
(ii) the requirements of Section 4043(b) of ERISA apply with respect to a
contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and
an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c)
of ERISA is reasonably expected to occur with respect to such Plan within the
following 30 days; (b) any failure by any Plan to satisfy the minimum funding
standards (within the meaning of Section 412 of the Code or Section 302 of
ERISA) applicable to such Plan, whether or not waived, the filing of an
application for a minimum funding waiver with respect to a Plan, or the failure
to make by its due date a required installment under Section 412(m) of the Code
with respect to any Plan or the failure by the Borrower or any of its ERISA
Affiliates to make any required contribution to a Multiemployer Plan; (c) the
provision by the administrator of any Plan of a notice of intent to terminate
such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice
with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d)
the cessation of operations at a facility of the Borrower or any of its ERISA
Affiliates in the circumstances described in Section 4062(e) of ERISA; (e) the
withdrawal by the Borrower or any of its ERISA Affiliates from a Multiple
Employer Plan during a plan year for which it was a substantial employer, as
defined in Section 4001(a)(2) of ERISA; (f) the

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8

     

    conditions
for imposition of a lien under Section 302(f) of ERISA shall have been met with
respect to any Plan; (g) the adoption of an amendment to a Plan requiring the
provision of security to such Plan pursuant to Section 307 of ERISA; (h) the
institution by the PBGC of proceedings to terminate a Plan pursuant to Section
4042 of ERISA, or the occurrence of any event or condition described in Section
4042 of ERISA that constitutes grounds for the termination of, or the
appointment of a trustee to administer, such Plan; (i) a determination that any
Plan is, or is expected to be, in “at risk” status, within the meaning of
Section 430 of the Code; or (j) the receipt by the Borrower or any of its ERISA
Affiliates of a determination that a Multiemployer Plan is in endangered or
critical status, within the meaning of Section 432 of the Code or Section 305 of
ERISA.

     

    “Euro” and “EUR”:  the
single lawful currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to a treaty establishing the
European Union (as amended from time to time).

     

    “Eurocurrency”:  when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate (other than an ABR Loan that bears interest
at the ABR determined by reference to the Adjusted LIBO Rate).

     

    “Event of
Default”:  any of the events specified in Section 6, provided that any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

     

    “Exchange Act”: the
U.S. Securities Exchange Act of 1934, as amended.

     

    “Existing Credit
Facility”: the revolving credit facility provided to the Borrower
pursuant to that certain Revolving Credit Agreement, dated as of November 19,
2007, among the Borrower, Citibank, N.A., as syndication agent, BNP Paribas,
CoBank, ACB and Fortis Capital Corp., as documentation agents, JPMorgan Chase
Bank, N.A., as administrative agent, and the lenders party thereto.

     

    “Federal Funds Effective
Rate”:  for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average of the quotations for
the day of such transactions received by JPMorgan Chase Bank, N.A. from three
federal funds brokers of recognized standing selected by it.

     

    “Funding
Office”:  the office of the Administrative Agent specified in
Section 8.2 or such other office as may be specified from time to time by the
Administrative Agent as its funding office by written notice to the Borrower and
the Lenders.

     

    “GAAP”:  generally
accepted accounting principles in the United States as in effect from time to
time.

     

    “Governmental
Authority”:  any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9

     

    “Group
Members”:  the collective reference to the Borrower, the
Guarantor and the Designated Obligors.

     

    “Guaranty
Agreement”:  the Guaranty to be executed and delivered by the
Guarantor, substantially in the form of Exhibit A.

     

    “Guarantee
Obligation”:  as to any Person (the “guaranteeing
person”), any obligation of (a) the guaranteeing person or (b) another
Person (including any bank under any letter of credit) with respect to which the
guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the “primary obligations”)
of any other third Person (the “primary obligor”) in
any manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business.  The amount
of any Guarantee Obligation of any guaranteeing person shall be deemed to be the
lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

     

    “Guarantor”:  Bunge
Limited, a company incorporated under the laws of Bermuda, as guarantor pursuant
to the Guaranty Agreement.

     

    “Hedge
Agreements”:  all swaps, caps or collar agreements or similar
arrangements dealing with interest rates or currency exchange rates or the
exchange of nominal interest obligations, either generally or under specific
contingencies.

     

    “Hedge Termination
Amounts”:  as the context requires hereunder, all amounts (i)
due and owing by the Borrower or (ii) received by the Borrower, in each case in
connection with the termination of a Hedge Agreement entered into by the
Borrower.

     

    “Increasing Lender”:
as defined in Section 2.1(b)(ii).

     

    “Indebtedness”:  as
to any Person, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (c) all obligations of such
Person to pay the deferred purchase

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10

     

    price of
property, except trade accounts payable arising in the ordinary course of
business, (d) all obligations of such Person as lessee which are capitalized in
accordance with GAAP, (e) all obligations of such Person created or arising
under any conditional sales or other title retention agreement with respect to
any property acquired by such Person (including without limitation, obligations
under any such agreement which provides that the rights and remedies of the
seller or lender thereunder in the event of default are limited to repossession
or sale of such property), (f) all obligations of such Person with respect to
letters of credit and similar instruments, including without limitation
obligations under reimbursement agreements, (g) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person, (h) all net
obligations of such Person in respect of equity derivatives and Hedge Agreements
and (i) all Guarantee Obligations of such Person (other than guarantees of
obligations of direct or indirect Subsidiaries of such Person).

     

    “Insolvency
Event”:  as defined in Annex X to the Pooling
Agreement.

     

    “Interest Payment
Date”:  (a) as to any ABR Loan, the last day of each March,
June, September and December to occur while such Loan is outstanding and the
final maturity date of such Loan, (b) as to any Eurocurrency Loan having an
Interest Period of three months or less, the last day of such Interest Period,
(c) as to any Eurocurrency Loan having an Interest Period longer than three
months, each day that is three months, or a whole multiple thereof, after the
first day of such Interest Period and the last day of such Interest Period and
(d) as to any Loan, the date of any repayment or prepayment made in respect
thereof.

     

    “Interest
Period”:  as to any Eurocurrency Loan, (a) initially, the
period commencing on the borrowing, continuation or conversion date, as the case
may be, with respect to such Eurocurrency Loan, and ending one, two, three,
four, five or six months thereafter, as selected by the Borrower in its notice
of borrowing, notice of continuation or notice of conversion, as the case may
be, given with respect thereto; and (b) thereafter, each period commencing on
the last day of the immediately preceding Interest Period applicable to such
Eurocurrency Loan, and ending one, two, three or six months thereafter, as
selected by the Borrower by irrevocable notice to the Administrative Agent not
later than (x) with respect to a Eurocurrency Loan denominated in the Base
Currency, 10:00 A.M., New York City time, on the date that is three (3) Business
Days prior to the last day of the then current Interest Period with respect
thereto and (y) with respect to a Eurocurrency Loan denominated in the Optional
Currency, 10:00 A.M., New York City time, on the date that is four (4) Business
Days prior to the last day of the then current Interest Period with respect
thereto; provided that, all of
the foregoing provisions relating to Interest Periods are subject to the
following:

     

    (i)                 if
any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into
another calendar month in which event such Interest Period shall end on the
immediately preceding Business Day;

     

    (ii)                 the
Borrower may not select an Interest Period that would extend beyond the
Termination Date;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11

     

    (iii)                 any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of a
calendar month; and

     

    (iv)           the
Borrower shall select Interest Periods so as not to require a payment or
prepayment of the principal of any Eurocurrency Loan during an Interest Period
for such Loan.

     

    “Investor
Certificateholder”:  as defined in Annex X to the Pooling
Agreement.

     

    “Lender
Affiliate”:  (a) any Affiliate of any Lender, (b) any Person
that is administered or managed by any Lender or any Affiliate of any Lender and
that is engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business and (c) with respect to any Lender which is a fund that invests in
commercial loans and similar extensions of credit, any other fund that invests
in commercial loans and similar extensions of credit and is managed or advised
by the same investment advisor as such Lender or by an Affiliate of such Lender
or investment advisor.

     

    “Lenders”:  as
defined in the preamble hereto; provided, that unless
the context otherwise requires, each reference herein to the Lenders shall be
deemed to include any Conduit Lender.

     

    “Level I”, “Level II”, “Level III”, “Level IV” and “Level
V”:  the respective Level set forth below:

     

    
      	 
      	
              S&P

            	
              Moody’s

            
	 
      	 
      	 
      
	
              Level
      I

            	
              BBB+
      or higher

            	
              Baa1
      or higher

            
	
              Level
      II

            	
              BBB

            	
              Baa2

            
	
              Level
      III

            	
              BBB-

            	
              Baa3

            
	
              Level
      IV

            	
              BB+

            	
              Ba1

            
	
              Level
      V

            	
              BB
      or lower

            	
              Ba2
      or lower

            
	 
      	 
      	 
      


    

    provided that if on
any day the Applicable Moody’s Rating and the Applicable S&P Rating do not
coincide for any rating category and the Level differential is (x) one level,
then the higher of the Applicable S&P Rating or the Applicable Moody’s
Rating will be the applicable Level; (y) two levels, the Level at the midpoint
will be the applicable Level; and (z) more than two levels, the higher of the
intermediate Levels will be the applicable Level.

     

    “LIBO
Rate”:  (a) with respect to any Eurocurrency Loan denominated
in the Base Currency for each day during each Interest Period (or, as
applicable, for purposes of determining ABR with respect to an ABR Loan for any
day by reference to a one month Interest Period), the rate per annum determined
by the Administrative Agent at approximately 11:00 a.m., London time, two (2)
Business Days prior to the commencement of such Interest Period (or, in the case
of any determination of ABR, on the day of determination) by reference to the
British Bankers’ Association Interest Settlement Rates for deposits in the Base
Currency (as

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12

     

    reflected
on the applicable Reuters screen page), for a period equal to such Interest
Period, and (b) with respect to any Eurocurrency Loan denominated in the
Optional Currency for each day during each Interest Period, the rate appearing
on the Reuters screen EURIBOR01 page (it being understood that this rate is the
Euro interbank offered rate (known as the “EURIBOR Rate”) sponsored by the
Banking Federation of the European Union (known as the “FBE”) and the Financial
Markets Association (known as the “ACI”)) at approximately 10:00 a.m., Brussels
time, two (2) Business Days prior to the commencement of such Interest Period,
as the rate for deposits in Euro with a maturity comparable to such Interest
Period; provided that, to the
extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the “LIBO Rate” shall be the rate at which the
Administrative Agent offers to place deposits in the currency of such Borrowing
for such Interest Period to major banks in the London interbank market at
approximately 11:00 a.m., London time, two (2) Business Days prior to the
commencement of such Interest Period (or, in the case of any determination of
ABR, on the day of determination).

     

    “Lien”:  with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
encumbrance, charge or security interest in or on such asset and (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement relating to such asset.

     

    “Loan”:  any
loan made by any Lender pursuant to this Agreement.

     

    “Loan
Documents”:  this Agreement, the Guaranty Agreement and the
Notes.

     

    “Loan
Parties”:  each Group Member that is a party to a Loan
Document.

     

    “Mandatory
Cost”:  with respect to any period, the percentage rate per
annum determined in accordance with Schedule 1.1A.

     

    “Mandatory CP Wind-Down
Event”: as defined in Annex X to the Pooling Agreement.

     

    “Master
Trust”:  the Bunge Master Trust created by the Pooling
Agreement.

     

    “Master Trust Approved
Currency”:  Dollars, Euro, Sterling and Yen.

     

    “Material Adverse
Effect”:  (a) a material adverse effect on the business,
property, operations, condition (financial or otherwise) or prospects of the
Borrower or of the Guarantor and its consolidated Subsidiaries taken as a whole,
(b) a material impairment of the collectibility of the Purchased Loans taken as
a whole or (c) a material impairment of the validity or enforceability of this
Agreement or any of the other Loan Documents or of the Transaction Documents or
the rights or remedies of the Administrative Agent or the Lenders against the
Borrower or the Guarantor hereunder or under the other Loan
Documents.

     

    “Monthly Settlement
Statement”:  as defined in Annex X to the Pooling
Agreement.

     

    “Moody’s”:  Moody’s
Investors Service, Inc. or any successor thereto.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13

     

    “Multiemployer
Plan”:  with respect to any Person, a multiemployer plan as
defined in Section 4001(a)(3) of ERISA to which such Person or any ERISA
Affiliate of such Person (other than one considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Section 414 of the Code) is making or
accruing an obligation to make contributions, or has within any of the preceding
five plan years made or accrued an obligation to make
contributions.

     

    “Multiple Employer
Plan”:  a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or
any of its ERISA Affiliates and at least one Person other than the Borrower and
its ERISA Affiliates or (b) was so maintained and in respect of which the
Borrower or any of its ERISA Affiliates could have liability under Section 4064
or 4069 of ERISA in the event such plan has been or were to be
terminated.

     

    “Non-Excluded
Taxes”:  as defined in Section 2.13(a).

     

    “Non-U.S.
Lender”:  as defined in Section 2.13(d).

     

    “Notes”:  the
collective reference to any promissory note evidencing Loans.

     

    “Obligations”:  the
unpaid principal of and interest on (including interest accruing after the
maturity of the Loans and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Loans and all other
obligations and liabilities of the Borrower to the Administrative Agent or to
any Lender, whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, any other Loan Document or any other document
made, delivered or given in connection herewith or therewith, whether on account
of principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including all fees, charges and disbursements of counsel to the
Administrative Agent or to any Lender that are required to be paid by the
Borrower pursuant hereto) or otherwise.

     

    “Obligor”:  as
defined in Annex X to the Pooling Agreement.

     

    “Optional
Currency”:  Euro.

     

    “Other Lender”: as
defined in Section 2.1(b)(i).

     

    “Other
Taxes”:  any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan
Document.

     

    “Pari Passu
Indebtedness”:  the Dollar Equivalent of (i) Indebtedness for
borrowed money, the proceeds of which are used to increase the Series 2002-1
Invested Amount and/or to refinance Indebtedness originally used for such
purpose, and (ii) Indebtedness incurred in connection with Hedge Agreements
entered into in connection with the Commitments

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    14

     

    hereunder
and any Pari Passu Indebtedness described in clause (i) above, in each case
which ranks not greater than pari passu (in priority of
payment) with the Loans.

     

    “Participant”:  as
defined in Section 8.6(b).

     

    “Participating Member
State”:  each state so described in any EMU
Legislation.

     

    “Payment
Period”:  a period commencing on a date on which the Loans
(with accrued interest thereon) and all other amounts owing under this Agreement
and the other Loan Documents have become due and payable (whether at the stated
maturity, by acceleration or otherwise) and ending on the date the Loans (with
accrued interest thereon) and all such other amounts are paid in full by the
Borrower or the Guarantor.

     

    “PBGC”:  the
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA and any Person succeeding to the functions thereof.

     

    “Performing
Lender”:  any Lender that is a Defaulting Lender solely as a
result of the occurrence of an event described in clause (d) of the definition
of Defaulting Lender that following such event continues to perform of all of
its obligations under this Agreement and any other Loan Document, has not been
replaced in accordance with Section 2.17(b) and whose Commitment has not been
otherwise terminated in accordance with Section 2.4.

     

    “Permitted
Indebtedness”:  (a) Indebtedness of the Borrower pursuant to
this Agreement and (b) Pari Passu Indebtedness.

     

    “Person”:  an
individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

     

    “Plan”:  a
Single Employer Plan or a Multiple Employer Plan.

     

    “Pooling
Agreement”:  the Fifth Amended and Restated Pooling Agreement,
dated as of June 28, 2004, among Bunge Funding, Bunge Management Services, Inc.,
as servicer and the Trustee named therein, as the same may be amended,
supplemented or otherwise modified from time to time.

     

    “Potential Series 2002-1
Early Amortization Event”:  an event which, with the giving of
notice or the lapse of time or both, would constitute a Series 2002-1 Early
Amortization Event.

     

    “Purchased
Loans”:  as defined in Annex X to the Pooling
Agreement.

     

    “Rate of
Exchange”:  as of the relevant date, the rate of exchange set
forth on the relevant page of the Reuters screen on or about 11:00 A.M., New
York time, for the purchase of (as the context shall require) a Master Trust
Approved Currency with any other Master Trust Approved Currency on such
date.

     

    “Register”:  as
defined in Section 8.6(d).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    15

     

    “Regulation
U”:  Regulation U of the Board as in effect from time to
time.

     

    “Required
Lenders”:  at any time, the holders of more than 50% of the
Aggregate Exposure Percentage.

     

    “Requirement of
Law”:  as to any Person, the Certificate of Incorporation and
By-Laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

     

    “Responsible
Officer”:  as to any Person, any member of the Board of
Directors, the Chief Executive Officer, the President, the Chief Financial
Officer, the Treasurer or any Vice President of such Person or any other officer
of such Person customarily performing functions similar to those performed by
any of the above-designated officers.

     

    “S&P”:  Standard
& Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or
any successor thereto.

     

    “Sale Agreement”: the
Second Amended and Restated Sale Agreement, dated as of September 6, 2002, among
Bunge Funding, as Buyer, Bunge Finance Limited, a Bermuda company, as a Seller,
and Bunge Finance North America, Inc., a Delaware corporation, as a Seller, as
the same may be amended, supplemented or otherwise modified from time to
time.

     

    “Series”:  as
defined in Annex X to the Pooling Agreement.

     

    “Series 2002-1 Accrued
Interest”:  as defined in Annex X to the Pooling
Agreement.

     

    “Series 2002-1 Allocated Loan
Amount”:  as defined in Annex X to the Pooling
Agreement.

     

    “Series 2002-1 Collection
Subaccount”:  as defined in Annex X to the Pooling
Agreement.

     

    “Series 2002-1 Early
Amortization Event”: as defined in Annex X to the Pooling
Agreement.

     

    “Series 2002-1 Invested
Amount”:  as defined in Annex X to the Pooling
Agreement.

     

    “Series 2002-1
Supplement”: the Fourth Amended and Restated Series 2002-1 Supplement to
the Pooling Agreement, dated as of February 15, 2008, among the Borrower, Bunge
Funding, Bunge Management Services, Inc., as Servicer and The Bank of New York,
as Trustee, as the same may be amended, supplemented or otherwise modified from
time to time.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16

     

    “Series 2002-1
VFC”:  the interest in the Master Trust created and authorized
pursuant to the Series 2002-1 Supplement and the Pooling Agreement that is
designated as the “Series 2002-1 VFC Certificate” pursuant to the Series 2002-1
Supplement.

     

    “Servicer”:  Bunge
Management Services, Inc., a Delaware corporation, and any “Successor Servicer”
(as defined in Annex X to the Pooling Agreement).

     

    “Servicing Agreement”:
the Third Amended and Restated Servicing Agreement, dated as of December 23,
2003 among Bunge Funding, the Servicer, and The Bank of New York, as Trustee, as
the same may be amended, supplemented or otherwise modified from time to
time.

     

    “Single Employer
Plan”:  a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or
any of its ERISA Affiliates and no Person other than the Borrower and its ERISA
Affiliates or (b) was so maintained and in respect of which the Borrower or any
of its ERISA Affiliates could have liability under Section 4069 of ERISA in the
event such plan has been or were to be terminated.

     

    “Solvent”:  with
respect to any Person on a particular date, that on such date (a) the fair value
of the property of such Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such Person, (b) the
present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its
debts as they become absolute and matured, (c) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay such debts and liabilities as they mature and (d) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person’s property would constitute
an unreasonably small capital.  The amount of contingent liabilities
at any time shall be computed as the amount that, in the light of all the facts
and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.

     

    “Statutory Reserve
Rate”:  a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate
of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board to
which the Administrative Agent is subject for eurocurrency funding (currently
referred to as “Eurocurrency Liabilities” in Regulation D of the
Board).  Such reserve percentages shall include those imposed pursuant
to such Regulation D.  Eurocurrency Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D or any
comparable regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

     

    “Sterling”:  the
lawful currency of the United Kingdom of Great Britain and Northern Ireland (in
addition to the Euro).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    17

     

    “Subsidiary”:  as
to any Person, a corporation, partnership, limited liability company or other
entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person.  Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary
or Subsidiaries of the Borrower.

     

    “Syndication
Agent”:  as defined in the preamble hereto.

     

    “Termination
Date”:  November 17, 2009.

     

    “Total
Commitments”:  at any time, the aggregate amount in the Base
Currency of all Lenders’ Commitments then in effect.

     

    “Total
Loans”:  at any time, the aggregate principal amount of the
Loans of the Lenders outstanding at such time (after converting the outstanding
principal amount of any Loans denominated in the Optional Currency into the
Dollar Equivalent thereof at such time).

     

    “Transaction
Documents”: the collective reference to the Pooling Agreement, the Series
2002-1 Supplement, the Series 2002-1 VFC, the Sale Agreement and the Servicing
Agreement.

     

    “Transferee”:  any
Assignee or Participant.

     

    “Trustee”:  as
defined in Annex X to the Pooling Agreement.

     

    “Type”:  as
to any Loan, its nature as an ABR Loan or a Eurocurrency Loan.

     

    “United
States”:  the United States of America.

     

    “Voting Stock”: with
respect to any Person as of any date, the Capital Stock of such Person that is
at the time entitled to vote in the election of the Board of Directors of such
Person.

     

    “Withdrawal
Liability”:  liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Title IV of ERISA.

     

    “Yen”:  the
lawful currency of Japan.

     

    1.2           Other Definitional
Provisions.  (a)  Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used in
the other Loan Documents or any certificate or other document made or delivered
pursuant hereto or thereto.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    18

     

    (b)  As
used herein and in the other Loan Documents, and any certificate or other
document made or delivered pursuant hereto or thereto, (i) accounting terms
relating to any Group Member not defined in Section 1.1 and accounting terms
partly defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP, (ii) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”, (iii) the word “incur” shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
“incurred” and “incurrence” shall have correlative meanings), (iv) the words
“asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, and (v) references to agreements or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time (subject to any restrictions on such
amendments, supplements, restatements or modifications set forth
herein).

     

    (c)  The
words “hereof”, “herein” and “hereunder” and words of similar import, when used
in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section, Schedule and Exhibit
references are to this Agreement unless otherwise specified.

     

    (d)  The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.

     

    (e)  For
purposes of calculating the Dollar Equivalent of (i) any Loan or Borrowing
denominated in the Optional Currency outstanding at any time during any period,
(ii) any Loan denominated in the Optional Currency at the time of the making of
such Loan pursuant to Section 2.1 and (iii) any other amount denominated in a
Master Trust Approved Currency, the Administrative Agent will at least once
during each calendar month and on or prior to the date of any borrowing and the
last day of any Interest Period and at such other times as it in its sole
discretion decides to do so or as otherwise directed by the Required Lenders,
determine the respective rate of exchange into Dollars of the Optional Currency
or such other Master Trust Approved Currency (which rate of exchange shall be
based upon the Rate of Exchange in effect on the date of such
determination).  Such rate of exchange so determined on each such
determination date shall, for purposes of the calculations described in the
preceding sentence, be deemed to remain unchanged and in effect until the next
such determination date.

     

    SECTION
2.    AMOUNT AND TERMS OF COMMITMENTS

     

    2.1           Commitments.

     

    (a)  Subject
to the terms and conditions hereof, each Lender severally agrees to make
revolving credit loans in either the Base Currency or, solely with respect to
Eurocurrency Loans, the Optional Currency to the Borrower from time to time
during the Commitment Period in an aggregate Dollar Equivalent principal amount
at any one time

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    19

     

    outstanding
which does not exceed the amount of such Lender’s Commitment.  The
Borrower shall not request and no Lender shall be required to make any Loan if,
after making such Loan, the Total Loans would exceed the Total Commitments then
in effect.  During the Commitment Period the Borrower may use the
Commitments by borrowing, prepaying the Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions
hereof.  Subject to Section 2.10, each Loan shall be either an ABR
Loan or a Eurocurrency Loan, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 2.2 and 2.6.  The
Borrower shall repay all outstanding Loans not later than the Termination
Date.

     

    (b)    
                  
(i) Notwithstanding anything to the contrary contained in this Agreement,
the Borrower may request from time to time that the aggregate Commitments
hereunder be increased by an amount not to exceed the sum of (A) $150,000,000
plus (B) any amount permitted under Section 2.4(b).  The Borrower may
(I) request one or more of the Lenders to increase the amount of its Commitment
(which request shall be in writing and sent to the Administrative Agent to
forward to such Lender or Lenders) and/or (II) arrange for one or more banks or
financial institutions not a party hereto (an “Other Lender”) to become parties
to and Lenders under this Agreement, provided that the identification and
arrangement of each Other Lender to become a party hereto and a Lender under
this Agreement shall be made in consultation with the Administrative
Agent.  In no event may any Lender’s Commitment be increased without
the prior written consent of such Lender, and the failure of any Lender to
respond to the Borrower’s request for an increase shall be deemed a rejection by
such Lender of the Borrower’s request.  The aggregate Commitments of
all Lenders hereunder may not be increased if, at the time of any proposed
increase hereunder, a Default or Event of Default has occurred and is
continuing.  Notwithstanding anything contained in this Agreement to
the contrary, no Lender shall have any obligation whatsoever to increase the
amount of its Commitment, and each Lender may at its option, unconditionally and
without cause, decline to increase its Commitment.

     

    (ii)  If
any Lender is willing, in its sole and absolute discretion, to increase the
amount of its Commitment hereunder (such a Lender hereinafter referred to as an
“Increasing
Lender”), it shall enter into a written agreement to that effect with the
Borrower and the Administrative Agent, substantially in the form of Exhibit F (a
“Commitment Increase
Supplement”), which agreement shall specify, among other things, the
amount of the increased Commitment of such Increasing Lender.  Upon
the effectiveness of such Increasing Lender’s increase in Commitment, Schedule
1.1 shall, without further action, be deemed to have been amended appropriately
to reflect the increased Commitment of such Increasing Lender.  Any
Other Lender which is willing to become a party hereto and a Lender hereunder
(and which arrangement to become a party hereto and a Lender hereunder has been
consulted by the Borrower with the Administrative Agent) shall enter into a
written agreement with the Borrower and the Administrative Agent, substantially
in the form of Exhibit G (an “Additional Lender
Supplement”), which agreement shall specify, among other things, its
Commitment hereunder.  When such Other Lender becomes a Lender
hereunder as set forth in the Additional Lender Supplement, Schedule 1.1 shall,
without

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    20

     

    further
action, be deemed to have been amended as appropriate to reflect the Commitment
of such Other Lender.  Upon the execution by the Administrative Agent,
the Borrower and such Other Lender of such Additional Lender Supplement, such
Other Lender shall become and be deemed a party hereto and a “Lender” hereunder
for all purposes hereof and shall enjoy all rights and assume all obligations on
the part of the Lenders set forth in this Agreement, and its Commitment shall be
the amount specified in its Additional Lender Supplement.  Each Other
Lender which executes and delivers an Additional Lender Supplement and becomes a
party hereto and a “Lender” hereunder pursuant to such Additional Lender
Supplement is hereinafter referred to as an “Additional
Lender.”

     

    (iii)  In
no event shall an increase in a Lender’s Commitment or the Commitment of an
Other Lender become effective until the Administrative Agent shall have received
favorable written opinions of counsel for each of the Borrower and the
Guarantor, addressed to the Lenders, substantially in the form of Exhibit D-1
and Exhibit D-2, as they relate to this Agreement and the borrowings hereunder
after giving effect to the increase in the aggregate Commitments hereunder
resulting from the increase in such Lender’s Commitment or the extension of a
Commitment by such Other Lender.  In no event shall an increase in a
Lender’s Commitment or the Commitment of an Other Lender become effective until
the Administrative Agent shall have received an acknowledgement and consent from
the Guarantor that the Guaranty Agreement remains valid and
enforceable.  In no event shall an increase in a Lender’s Commitment
or the Commitment of an Other Lender which results in the aggregate Commitments
of all Lenders hereunder exceeding the amount which is authorized at such time
in resolutions previously delivered to the Administrative Agent become effective
until the Administrative Agent shall have received a copy of the resolutions, in
form and substance satisfactory to the Administrative Agent, of the Board of
Directors of the Guarantor authorizing the borrowings by the Borrower
contemplated pursuant to such increase, certified by the Secretary or an
Assistant Secretary of the Guarantor.  Upon the effectiveness of the
increase in a Lender’s Commitment or the Commitment of an Other Lender pursuant
to the preceding sentence and execution by an Increasing Lender of a Commitment
Increase Supplement or by an Additional Lender of an Additional Lender
Supplement, the Borrower shall make such borrowing from such Increasing Lender
or Additional Lender, and/or shall make such prepayment of outstanding Loans, as
shall be required to cause the aggregate outstanding Dollar Equivalent principal
amount of Loans owing to each Lender (including each such Increasing Lender and
Additional Lender) to be proportional to such Lender’s share of the aggregate
Commitments hereunder after giving effect to any increase
thereof.  The Borrower agrees to indemnify each Lender and to hold
each Lender harmless from any loss or expense incurred as a result of any such
prepayment in accordance with Section 2.14, as applicable.

     

    (iv)  No
Other Lender may become an Additional Lender unless an Additional Lender
Supplement (or counterparts thereof) has been signed by such bank or financial
institution and which Additional Lender Supplement has been

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    21

     

    agreed to
and acknowledged by the Borrower and acknowledged by the Administrative
Agent.  No consent of any Lender or acknowledgment of any of the other
Lenders hereunder shall be required therefor.  In no event shall the
Commitment of any Lender be increased by reason of any bank or financial
institution becoming an Additional Lender, or otherwise, but the aggregate
Commitments hereunder shall be increased by the amount of each Additional
Lender’s Commitment.  Upon any Lender entering into a Commitment
Increase Supplement or any Additional Lender becoming a party hereto, the
Administrative Agent shall notify each other Lender thereof and shall deliver to
each Lender a copy of the Additional Lender Supplement executed by such
Additional Lender and agreed to and acknowledged by the Borrower and
acknowledged by the Administrative Agent, and the Commitment Increase Supplement
executed by such Increasing Lender and agreed to and acknowledged by the
Borrower and acknowledged by the Administrative Agent.

     

    2.2           Procedure for Loan
Borrowing.  The Borrower may borrow under the Commitments
during the Commitment Period on any Business Day, provided that the Borrower
shall give the Administrative Agent irrevocable notice (which notice must be
received by (a) the Administrative Agent prior to 10:00 A.M., New York City
time, three (3) Business Days prior to the requested Borrowing Date, in the case
of Eurocurrency Loans denominated in the Base Currency, (b) the Administrative
Agent (London Office) prior to 10:00 A.M., London time, four (4) Business Days
prior to the requested Borrowing Date, in the case of Eurocurrency Loans
denominated in the Optional Currency, or (c) the Administrative Agent prior to
10:00 A.M., New York City time, on the requested Borrowing Date, in the case of
ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii)
whether such Loans are to be denominated in the Base Currency or in the Optional
Currency, (iii) the requested Borrowing Date and (iv) in the case of
Eurocurrency Loans, the length of the initial Interest Period
therefor.  Each borrowing under the Commitments shall be in an amount
equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof
(or, if the then aggregate Available Commitments are less than $1,000,000, such
lesser amount), (y) in the case of Eurocurrency Loans denominated in the Base
Currency, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (z)
in the case of Eurocurrency Loans denominated in the Optional Currency, EUR
5,000,000 or a whole multiple of EUR 1,000,000 in excess
thereof.  Upon receipt of any such notice from the Borrower, the
Administrative Agent shall promptly notify each Lender thereof.  Each
Lender will make the amount of its pro rata share of each borrowing available to
the Administrative Agent for the account of the Borrower at the Funding Office
prior to 2:00 P.M., New York City time, on the Borrowing Date requested by the
Borrower, in each case in funds immediately available in Euros or Dollars, as
the case may be, to the Administrative Agent.  Such borrowing will
then be made available at 2:00 P.M., New York City time on the Borrowing Date to
the Borrower by the Administrative Agent crediting the account of the Borrower
on the books of such office with the aggregate of the amounts made available to
the Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.  Should any such borrowing notice from the
Borrower indicate an account on the books of another bank or financial
institution, the Administrative Agent shall transfer the amounts described in
such borrowing notice to such account within a reasonable period of
time.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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    2.3           Commitment Fees,
etc.  (a) The Borrower agrees to pay to the Administrative
Agent for the account of each Lender (other than a Defaulting Lender that is not
a Performing Lender) a commitment fee in Dollars for the period from and
including the date hereof to the last day of the Commitment Period, computed at
a rate per annum equal to the weighted average Commitment Fee Rate during the
period for which payment is being made, on the average daily amount of the
Available Commitment of such Lender during the period for which payment is made,
payable quarterly in arrears on the last day of each March, June, September and
December and on the Termination Date, commencing on the first of such dates to
occur after the date hereof.

     

    (b)  The
Borrower agrees to pay to the Administrative Agent the fees in the amounts and
on the dates previously agreed to in writing by the Borrower and the
Administrative Agent.

     

    2.4           Termination or Reduction of
Commitments.  (a) The Borrower shall have the right, upon not
less than three (3) Business Days’ notice to the Administrative Agent, to
terminate the Commitments or, from time to time, to reduce the amount of the
Commitments; provided that no such termination or reduction of Commitments shall
be permitted if, after giving effect thereto and to any prepayments of the Loans
made on the effective date thereof, the Total Loans would exceed the Total
Commitments.  Any such reduction shall be in an amount equal to
$1,000,000 or a whole multiple thereof, and shall reduce permanently the
Commitments then in effect.

     

    (b)  Following
the prepayment of all Loans made by a Defaulting Lender in accordance with
Section 2.5(d) and any fees due and payable to such Defaulting Lender hereunder,
the Borrower shall have the right, by providing prior written notice to the
Administrative Agent, to terminate the Commitment of any Defaulting Lender and
any such termination shall reduce the Total Commitments then in
effect.  Following any such termination, Schedule 1.1 shall, without
further action, be deemed to have been amended appropriately to reflect the
termination of the Defaulting Lender’s Commitment and the reduction of the Total
Commitments.  Within sixty (60) days of any such termination, the
Borrower may request in accordance with and subject to the terms and conditions
of Section 2.1(b), one or more Lenders to increase the amount of its Commitment
or arrange for one or more Other Lenders to become parties to and Lenders under
this Agreement in order to increase the Total Commitments to an amount not to
exceed the Total Commitments immediately prior to the termination of the
Commitment of any such Defaulting Lender.

     

    2.5           Prepayments.  (a)
The Borrower may at any time and from time to time prepay the Loans, in whole or
in part, without premium or penalty, upon irrevocable notice delivered to the
Administrative Agent no later than (i) 10:00 A.M., New York City time,
three (3) Business Days prior thereto, in the case of Eurocurrency Loans
denominated in the Base Currency, (ii) 10:00 A.M., New York City time, four
(4) Business Days prior thereto, in the case of Eurocurrency Loans denominated
in the Optional Currency and (iii) 10:00 A.M., New York City time, on the
date thereof, in the case of ABR Loans, which notice shall specify the date and
amount of prepayment and whether the prepayment is of Eurocurrency Loans
denominated in the Base Currency or Optional Currency or ABR Loans; provided,
that if a Eurocurrency Loan is

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    23

     

    prepaid
on any day other than the last day of the Interest Period applicable thereto,
the Borrower shall also pay any amounts owing pursuant to
Section 2.14.  Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof.  If any such
notice is given, the amount specified in such notice shall be due and payable on
the date specified therein, together with accrued interest to such date on the
amount prepaid.  Partial prepayments of Loans shall be in an aggregate
principal amount of $1,000,000 (with respect to ABR Loans and Eurocurrency Loans
denominated in the Base Currency) or EUR 1,000,000 (with respect to Eurocurrency
Loans denominated in the Optional Currency) or a whole multiple
thereof.

     

    (b)  If,
on any day, the sum of the aggregate outstanding principal amount of the Loans
hereunder and Pari Passu Indebtedness (after converting all such amounts into
the then Dollar Equivalent thereof) exceeds the then current Series 2002-1
Invested Amount outstanding under the Series 2002-1 VFC (after giving effect to
any increases or decreases therein on such day), the Borrower shall prepay Loans
and/or Pari Passu Indebtedness in an amount sufficient to comply with Section
5.2(a).  Any such prepayment of Loans pursuant to this Section 2.5(b)
shall be made together with accrued interest to the date of such prepayment on
the amount prepaid and the Borrower shall also pay any amounts owing pursuant to
Section 2.14.

     

    (c)  If,
on any date, the Total Loans outstanding on such date exceed the Total
Commitments in effect on such date, the Borrower immediately shall prepay the
Loans in the amount of such excess.  Any such prepayment of Loans
pursuant to this Section 2.5(c) shall be made together with accrued interest to
the date of such prepayment on the amount prepaid and the Borrower shall also
pay any amounts owing pursuant to Section 2.14.

     

    (d)  The
Borrower may prepay all Loans made by a Defaulting Lender together with interest
accrued thereon through the date of such prepayment, without premium or penalty,
upon irrevocable prior written notice delivered to the Administrative Agent,
which notice shall specify the date and amount of prepayment and whether the
prepayment is of Eurocurrency Loans denominated in the Base Currency or Optional
Currency or ABR Loans.  Upon the receipt of any such notice, the
Administrative Agent shall promptly notify the Defaulting Lender
thereof.  If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein, together with
accrued interest to such date on the amount prepaid.

     

    2.6           Conversion and Continuation
Options.  (a) The Borrower may elect from time to time to
convert Eurocurrency Loans denominated in the Base Currency to ABR Loans by
giving the Administrative Agent prior irrevocable notice of such election no
later than 10:00 A.M., New York City time, on the Business Day preceding
the proposed conversion date, provided that any such conversion of Eurocurrency
Loans may only be made on the last day of an Interest Period with respect
thereto.  The Borrower may elect from time to time to convert ABR
Loans to Eurocurrency Loans denominated in the Base Currency by giving the
Administrative Agent prior irrevocable notice of such election no later than
10:00 A.M., New York City time, on the fourth (4th) Business Day preceding
the proposed conversion date (which notice shall specify the length of the
initial Interest Period therefor), provided that no ABR Loan may be converted
into a Eurocurrency Loan when any Event of Default has occurred and is


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    24

     

    continuing
and the Administrative Agent or the Required Lenders have determined in its or
their sole discretion not to permit such conversions.  Upon receipt of
any such notice the Administrative Agent shall promptly notify each relevant
Lender thereof.

     

    (b)  Any
Eurocurrency Loan may be continued as such upon the expiration of the then
current Interest Period with respect thereto by the Borrower giving irrevocable
notice to the Administrative Agent, in accordance with the applicable provisions
of the term “Interest Period” set forth in Section 1.1, of the length of the
next Interest Period to be applicable to such Loans, provided that no
Eurocurrency Loan may be continued as such when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Required
Lenders have determined in its or their sole discretion not to permit such
continuations, and provided, further, that if the
Borrower shall fail to give any required notice as described above in this
paragraph or if such continuation is not permitted pursuant to the preceding
proviso, any such Eurocurrency Loans denominated in the Base Currency shall be
automatically converted to ABR Loans on the last day of such then expiring
Interest Period, and any such Eurocurrency Loans denominated in the Optional
Currency shall as of the last day of such then expiring Interest Period bear
interest at such rate as the Administrative Agent determines adequately reflects
the costs (including a comparable margin to that set forth herein) to the
Lenders of maintaining such Loans.  Upon receipt of any such notice
the Administrative Agent shall promptly notify each relevant Lender
thereof.

     

    2.7           Limitations on Eurocurrency
Borrowings.  Notwithstanding anything to the contrary in this
Agreement, all borrowings, conversions and continuations of Eurocurrency Loans
and all selections of Interest Periods shall be in such amounts and be made
pursuant to such elections so that, after giving effect thereto, (a) the
aggregate principal amount of the Eurocurrency Loans denominated in the Base
Currency comprising each Eurocurrency Borrowing in the Base Currency shall be
equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (b) the
aggregate principal amount of the Eurocurrency Loans denominated in the Optional
Currency comprising each Eurocurrency Borrowing in the Optional Currency shall
be equal to EUR 5,000,000 or a whole multiple of EUR 1,000,000 in excess
thereof, and (c) no more than fifteen (15) Eurocurrency Borrowings shall be
outstanding at any one time.

     

    2.8           Interest Rates and Payment
Dates.  (a) Each Eurocurrency Loan shall bear interest for each
day during each Interest Period with respect thereto at a rate per annum equal
to (i) the Adjusted LIBO Rate determined for such day plus (ii) the Applicable
Margin plus (iii) in the case of a Eurocurrency Loan of any Lender which is made
from a lending office in the United Kingdom or in a Participating Member State,
the Mandatory Cost, if any.

     

    (b)  Each
ABR Loan shall bear interest at a rate per annum equal to (i) the ABR plus (ii)
the Applicable Margin minus (iii) one percent (1%).

     

    (c)  During
the continuance of an Event of Default all outstanding Loans (whether or not
overdue) shall bear interest at a rate per annum equal to the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
Section plus
2%.  If all or a portion of any interest payable on any Loan or any
commitment fee or other amount payable hereunder (other than any amount to which
the preceding sentence

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    25

     

    is
applicable) shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum equal to the rate then applicable to ABR Loans plus 2% from the date
of such non-payment until such amount is paid in full (as well after as before
judgment).

     

    (d)  Interest
shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this Section shall be payable
from time to time on demand.

     

    2.9           Computation of Interest and
Fees.  (a) Interest and fees payable pursuant hereto shall be
calculated on the basis of a 360-day year for the actual days elapsed, except
that, with respect to ABR Loans the rate of interest on which is calculated on
the basis of the Prime Rate, the interest thereon shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed.  The Administrative Agent shall as soon as practicable notify
the Borrower and the relevant Lenders of each determination of an Adjusted LIBO
Rate.  Any change in the interest rate on a Loan resulting from a
change in the ABR or the Statutory Reserve Rate shall become effective as of the
opening of business on the day on which such change becomes
effective.  The Administrative Agent shall as soon as practicable
notify the Borrower and the relevant Lenders of the effective date and the
amount of each such change in interest rate.

     

    (b)  Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and
the Lenders in the absence of manifest error.  The Administrative
Agent shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Administrative Agent in determining any
interest rate pursuant to Sections 2.8(a) and (b).

     

    2.10           Inability to Determine
Interest Rate.  If prior to the first day of any Interest
Period for a Eurocurrency Borrowing denominated in any currency:

     

    (a)  the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrower) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Adjusted LIBO Rate for such Interest Period, or

     

    (b)  the
Administrative Agent shall have received notice from the Required Lenders that
the Adjusted LIBO Rate determined or to be determined for such Interest Period
will not adequately and fairly reflect the cost to such Lenders (as conclusively
certified by such Lenders) of making or maintaining their affected Loans during
such Interest Period,

     

    the
Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable
thereafter.  If such notice is given (x) any Eurocurrency Loans
requested to be made on the first day of such Interest Period shall be made as
ABR Loans (if such Borrowing is requested to be made in the Base Currency) or
shall be made as a Eurocurrency Loan bearing interest at such rate as the
Administrative Agent determines

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    26

     

    adequately
reflects the costs to the Lenders of making or maintaining such Borrowing (if
such Borrowing is requested to be made in the Optional Currency), (y) any
Loans that were to have been converted on the first day of such Interest Period
to Eurocurrency Loans shall be continued as ABR Loans (if such Loans are
denominated in the Base Currency) or as Loans bearing interest at such rate as
the Administrative Agent determines adequately reflects the costs to the Lenders
of making or maintaining such Loans (if such Loans are denominated in the
Optional Currency) and (z) any outstanding Eurocurrency Loans shall be
converted, on the last day of the then-current Interest Period, to ABR Loans (if
such Loans are denominated in the Base Currency) or as Loans bearing interest at
such rate as the Administrative Agent determines adequately reflects the costs
to the Lenders of making or maintaining such Loans (if such Loans are
denominated in the Optional Currency).  Until such notice has been
withdrawn by the Administrative Agent, no further Eurocurrency Loans shall be
made or continued as such, nor shall the Borrower have the right to convert
Loans to Eurocurrency Loans.

     

    2.11           Pro Rata Treatment and
Payments.  (a) Each borrowing by the Borrower from the Lenders
hereunder shall be made pro rata according to the
respective Commitments of the Lenders.  Subject to Section 2.4(b), any
reduction of the Commitments of the Lenders shall be made pro rata according to
the respective Commitments of the Lenders.  Each payment by the
Borrower on account of any commitment fee with respect to any period shall be
made pro rata according to the respective average daily Available Commitments of
the Lenders for such period; provided, that the Borrower shall not be obligated
to pay any commitment fee owed to a Lender with respect to any period during
which such Lender became a Defaulting Lender and such Defaulting Lender’s
Available Commitment shall not be included in the calculation of the commitment
fees owed to the Lenders that are not Defaulting Lenders during such period,
unless in either case such Lender remains a Performing Lender during such
period.

     

    (b)  Subject
to Section 2.5(d), each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Loans shall be made pro rata according to the
then Dollar Equivalent of the respective outstanding principal amounts of the
Loans then held by the Lenders.

     

    (c)  All
payments (including prepayments) to be made by the Borrower hereunder, whether
on account of principal, interest, fees or otherwise, shall be made without
setoff or counterclaim and shall be made prior to 12:00 Noon, New York City
time, on the due date thereof to the Administrative Agent, for the account of
the Lenders, at the Funding Office, in immediately available
funds.  Payments and prepayments of principal of and interest on Loans
denominated in the Optional Currency shall be made in the Optional Currency;
payments and prepayments of all other amounts hereunder shall be made in the
Base Currency.  The Administrative Agent shall distribute such
payments to the Lenders promptly upon receipt in like funds as
received.  If any payment hereunder (other than payments on the
Eurocurrency Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business
Day.  If any payment on a Eurocurrency Loan becomes due and payable on
a day other than a Business Day, the maturity thereof shall be extended to the
next succeeding Business Day unless the result of such extension would be to
extend such payment into another calendar month, in which event such payment
shall be made on the immediately preceding Business Day.  In the case
of any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during
such extension.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    27

     

     

    (d)  Unless
the Administrative Agent shall have been notified in writing by any Lender prior
to a Borrowing Date that such Lender will not make the amount that would
constitute its share of such borrowing on such date available to the
Administrative Agent, the Administrative Agent may assume that such Lender has
made such amount available to the Administrative Agent on such Borrowing Date,
and the Administrative Agent may, but shall not be so required to, in reliance
upon such assumption, make available to the Borrower a corresponding
amount.  If such amount is not made available to the Administrative
Agent by the required time on such Borrowing Date, and if the Administrative
Agent makes such corresponding amount available to the Borrower, then such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon, at a rate equal to the greater of (i) the Federal Funds
Effective Rate and (ii) a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation, for the period
until such Lender makes such amount immediately available to the Administrative
Agent.  A certificate of the Administrative Agent submitted to any
Lender with respect to any amounts owing under this paragraph shall be
conclusive in the absence of manifest error.  If the Administrative
Agent makes such Lender’s share of such borrowing available to the Borrower, and
if such Lender’s share of such borrowing is not made available to the
Administrative Agent by such Lender within three (3) Business Days after such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans, on
demand, from the Borrower.  The failure of any Lender to make any Loan
on any Borrowing Date shall not relieve any other Lender of its obligation
hereunder to make a Loan on such Borrowing Date pursuant to the provisions
contained herein, but no Lender shall be responsible for the failure of any
other Lender to make the Loan to be made by such other Lender on any Borrowing
Date.

     

    (e)  Unless
the Administrative Agent shall have been notified in writing by the Borrower
prior to the date of any payment due to be made by the Borrower hereunder that
the Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such payment, and
the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro rata shares of a
corresponding amount.  If such payment is not made to the
Administrative Agent by the Borrower within three (3) Business Days after such
due date, the Administrative Agent shall be entitled to recover, on demand, from
each Lender to which any amount which was made available pursuant to the
preceding sentence, such amount with interest thereon at the rate per annum
equal to the daily average Federal Funds Effective Rate.  Nothing
herein shall be deemed to limit the rights of the Administrative Agent or any
Lender against the Borrower.

     

    2.12           Requirements of
Law.   (a) If the adoption of or any change in any Requirement
of Law or in the interpretation or application thereof or compliance by any
Lender with any request or directive (whether or not having the force of law)
from any central bank or other Governmental Authority made subsequent to the
date hereof:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    28

     

    (i)  shall
subject any Lender to any tax of any kind whatsoever with respect to this
Agreement, or any Eurocurrency Loan made by it, or change the basis of taxation
of payments to such Lender in respect thereof (except for Non-Excluded Taxes
covered by Section 2.13 and changes in the rate of tax on the overall net income
of such Lender);

     

    (ii)  shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against assets held by, deposits or other liabilities in
or for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of such Lender that is not otherwise
included in the determination of the Adjusted LIBO Rate; or

     

    (iii)  shall
impose on such Lender any other condition;

     

    and the
result of any of the foregoing is to increase the cost to such Lender, by an
amount that such Lender deems to be material, of making, converting into,
continuing or maintaining any Eurocurrency Loans or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, the Borrower
shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable.  If any Lender becomes entitled to claim any additional
amounts pursuant to this paragraph, it shall promptly notify the Borrower (with
a copy to the Administrative Agent) of the event by reason of which it has
become so entitled.

     

    (b)  If
any Lender shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any corporation controlling
such Lender with any request or directive regarding capital adequacy (whether or
not having the force of law) from any Governmental Authority made subsequent to
the date hereof shall have the effect of reducing the rate of return on such
Lender’s or such corporation’s capital as a consequence of its obligations
hereunder to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender’s or such corporation’s policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such corporation
for such reduction; provided that the
Borrower shall not be required to compensate a Lender pursuant to this paragraph
for any amounts incurred more than six months prior to the date that such Lender
notifies the Borrower of such Lender’s intention to claim compensation therefor;
and provided further that, if the
circumstances giving rise to such claim have a retroactive effect, then such
six-month period shall be extended to include the period of such retroactive
effect.

     

    (c)  A
certificate as to any additional amounts payable pursuant to this Section
submitted by any Lender to the Borrower (with a copy to the Administrative
Agent) shall be conclusive in the absence of manifest error.  The
obligations of the Borrower pursuant

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    29

     

    to this
Section shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.

     

    2.13           Taxes.  (a)
All payments made by the Borrower under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any present
or future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, excluding net income taxes
and franchise taxes (imposed in lieu of net income taxes) imposed on the
Administrative Agent or any Lender as a result of a present or former connection
between the Administrative Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
the Administrative Agent or such Lender having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement or any
other Loan Document).  If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”)
or Other Taxes are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the
Borrower shall not be required to increase any such amounts payable to any
Lender with respect to any Non-Excluded Taxes (i) that are attributable to such
Lender’s failure to comply with the requirements of paragraph (d) or (e) of this
Section or (ii) that are United States withholding taxes imposed on amounts
payable to such Lender at the time such Lender becomes a party to this
Agreement, except to the extent that such Lender’s assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to this
paragraph.

     

    (b)  In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

     

    (c)  Whenever
any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly
as possible thereafter the Borrower shall send to the Administrative Agent for
its own account or for the account of the relevant Lender, as the case may be, a
certified copy of an original official receipt received by the Borrower showing
payment thereof.  If the Borrower fails to pay any Non-Excluded Taxes
or Other Taxes when due to the appropriate taxing authority or fails to remit to
the Administrative Agent the required receipts or other required documentary
evidence, the Borrower shall indemnify the Administrative Agent and the Lenders
for any incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such failure.

     

    (d)  Each
Lender (or Transferee) that is not a “U.S. Person” as defined in Section
7701(a)(30) of the Code (a “Non-U.S. Lender”)
shall deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    30

     

    claiming
exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of “portfolio interest”, a statement
substantially in the form of Exhibit E and a Form W-8BEN, or any subsequent
versions thereof or successors thereto, properly completed and duly executed by
such Non-U.S. Lender claiming complete exemption from, or a reduced rate of,
U.S. federal withholding tax on all payments by the Borrower under this
Agreement and the other Loan Documents.  Such forms shall be delivered
by each Non-U.S. Lender on or before the date it becomes a party to this
Agreement (or, in the case of any Participant, on or before the date such
Participant purchases the related participation).  In addition, each
Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S.
Lender.  Each Non-U.S. Lender shall promptly notify the Borrower at
any time it determines that it is no longer in a position to provide any
previously delivered certificate to the Borrower (or any other form of
certification adopted by the U.S. taxing authorities for such
purpose).  Notwithstanding any other provision of this paragraph, a
Non-U.S. Lender shall not be required to deliver any form pursuant to this
paragraph that such Non-U.S. Lender is not legally able to deliver.

     

    (e)  A
Lender that is entitled to an exemption from or reduction of non-U.S.
withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such
Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender’s judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

     

    (f)  The
agreements in this Section shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.

     

    2.14           Indemnity.  The
Borrower agrees to indemnify each Lender for, and to hold each Lender harmless
from, any loss or expense that such Lender may sustain or incur as a consequence
of (a) default by the Borrower in making a borrowing of, conversion into or
continuation of Eurocurrency Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower in making any prepayment of or conversion from
Eurocurrency Loans after the Borrower has given a notice thereof in accordance
with the provisions of this Agreement, (c) the making of a prepayment of
Eurocurrency Loans on a day that is not the last day of an Interest Period with
respect thereto or (d) the assignment of any Eurocurrency Loan other than on the
last day of an Interest Period with respect thereto as the result of a request
by the Borrower pursuant to Section 2.17(a); provided, however, that the
Borrower shall not be obligated to indemnify a Defaulting Lender that is not a
Performing Lender for any such loss or expense (incurred while such Lender was a
Defaulting Lender) related to the prepayment or assignment of any Eurocurrency
Loan owed to such Defaulting Lender.  Such indemnification may include
an amount equal to the excess, if any, of (i) the amount of interest that would
have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure
to

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    31

     

    borrow,
convert or continue to the last day of such Interest Period (or, in the case of
a failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable rate of
interest for such Loans provided for herein (excluding, however, the Applicable
Margin included therein, if any) over (ii) the amount
of interest (as reasonably determined by such Lender) that would have accrued to
such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank eurocurrency market.  A
certificate as to any amounts payable pursuant to this Section submitted to the
Borrower by any Lender shall be conclusive in the absence of manifest
error.  This covenant shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable
hereunder.

     

    2.15           Change of Lending
Office.  Each Lender agrees that, upon the occurrence of any
event giving rise to the operation of Section 2.12 or 2.13(a) with respect to
such Lender, it will, if requested by the Borrower, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate another
lending office for any Loans affected by such event with the object of avoiding
the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing
in this Section shall affect or postpone any of the obligations of the Borrower
or the rights of any Lender pursuant to Section 2.12 or 2.13(a).

     

    2.16           Illegality.  If,
after the date of this Agreement, the introduction of, or any change in, any
applicable law, rule or regulation or in the interpretation or administration
thereof by any Governmental Authority shall, in the reasonable opinion of
counsel to any Lender, make it unlawful for such Lender to make or maintain any
Eurocurrency Loan, then such Lender may, by notice to the Borrower (with notice
to the Administrative Agent), immediately declare that such Eurocurrency Loan
shall be due and payable.  The Borrower shall repay any such
Eurocurrency Loan declared so due and payable in full on the last day of the
Interest Period applicable thereto or earlier if required by law, together with
accrued interest thereon.  Each Lender will promptly notify the
Borrower and the Administrative Agent of any event of which such Lender has
knowledge which would entitle it to repayment pursuant to this Section 2.16 and
will use its reasonable efforts to mitigate the effect of any event if, in the
sole and absolute opinion of such Lender, such efforts will avoid the need for
such prepayment and will not be otherwise disadvantageous to such
Lender.

     

    2.17           Replacement of
Lenders.  (a) The Borrower shall be permitted to replace any
Lender that requests reimbursement for amounts owing pursuant to Section 2.12 or
2.13(a) with a replacement financial institution; provided that (i)
such replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, such Lender shall have taken no action
under Section 2.15 so as to eliminate the continued need for payment of amounts
owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial
institution shall purchase, at par, in immediately available funds, all Loans
and other amounts owing to such replaced Lender on or prior to the date of
replacement, (v) the Borrower shall be liable to such replaced Lender under
Section 2.14 if any Eurocurrency Loan owing to such replaced Lender shall be
purchased other than on the last day of the Interest Period relating thereto,
(vi) the replacement financial institution, if not already a Lender, shall be
reasonably satisfactory to the Administrative Agent,

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    32

     

    (vii) the
replaced Lender shall be obligated to make such replacement in accordance with
the provisions of Section 8.6 (provided that the Borrower shall be obligated to
pay the registration and processing fee referred to therein) and (viii) the
Borrower shall remain liable to such replaced Lender for all additional amounts
(if any) required pursuant to Section 2.12 or 2.13(a), as the case may
be.

     

    (b)  The
Borrower shall be permitted to replace any Defaulting Lender with a replacement
financial institution; provided that (i) such replacement does not conflict with
any Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) the replacement financial
institution shall purchase, at par, in immediately available funds, all Loans
and other amounts owing to such replaced Lender on or prior to the date of
replacement, (iv) the replacement financial institution, if not already a
Lender, shall be reasonably satisfactory to the Administrative Agent, (v) the
replaced Lender shall be obligated to make such replacement in accordance with
the provisions of Section 8.6 (provided that the Borrower shall be obligated to
pay the registration and processing fee referred to therein) and (vi) any
such replacement shall not be deemed to be a waiver of any rights that the
Borrower, the Administrative Agent or any other Lender shall have against the
replaced Lender.

     

    2.18           Judgment
Currency

     

    (a)  If,
for the purpose of obtaining judgment in any court, it is necessary to convert a
sum owing hereunder in one currency into another currency, each party hereto
agrees, to the fullest extent that it may effectively do so, that the rate of
exchange used shall be that at which, in accordance with normal banking
procedures in the relevant jurisdiction, the first currency could be purchased
with such other currency on the Business Day immediately preceding the day on
which final judgment is given.

     

    (b)  The
obligations of the Borrower in respect of any sum due to any party hereto or any
holder of the obligations owing hereunder (the “Applicable Creditor”)
shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than the currency in which such sum is stated to be due hereunder (the
“Agreement
Currency”), be discharged only to the extent that, on the Business Day
following receipt by the Applicable Creditor of any sum adjudged to be so due in
the Judgment Currency, the Applicable Creditor may in accordance with normal
banking procedures in the relevant jurisdiction purchase the Agreement Currency
with the Judgment Currency; if the amount of the Agreement Currency so purchased
is less than the sum originally due to the Applicable Creditor in the Agreement
Currency, the Borrower as a separate obligation and notwithstanding any such
judgment, agrees to indemnify the Applicable Creditor against such
loss.  The obligations of the Borrower contained in this Section shall
survive the termination of this Agreement and the payment of all other amounts
owing hereunder.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    33

     

    SECTION
3.    REPRESENTATIONS AND WARRANTIES

     

    To induce
the Administrative Agent and the Lenders to enter into this Agreement and to
make the Loans, the Borrower hereby represents and warrants to the
Administrative Agent and each Lender that:

     

    3.1           No
Change.  Since December 31, 2007, there has been no development
or event that has had or could reasonably be expected to have a Material Adverse
Effect.

     

    3.2           Existence; Compliance with
Law.  The Borrower (a) is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, (b) has
the power and authority, and the legal right, to own and operate its property
and to conduct the business in which it is currently engaged, (c) is duly
qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership or operation of property or the conduct of its
business requires such qualification, (d) is in compliance with all Requirements
of Law except to the extent that the failure to comply therewith could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect, and (e)
with respect to the transactions contemplated hereunder, is in compliance in all
material respects with all Requirements of Law promulgated by the U.S. Treasury
Department Office of Foreign Assets Control pursuant to the International
Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et. seq., The Trading with the
Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order promulgated
thereunder (including, without limitation, having in full force and effect any
required licenses thereunder).

     

    3.3           Power; Authorization;
Enforceable Obligations.  The Borrower has the power and
authority, and the legal right, to make, deliver and perform the Loan Documents
to which it is a party and to obtain Loans hereunder.  The Borrower
has taken all necessary organizational action to authorize the execution,
delivery and performance of the Loan Documents to which it is a party and to
authorize the Loans on the terms and conditions of this Agreement.  No
consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required in
connection with the Loans hereunder or with the execution, delivery,
performance, validity or enforceability of this Agreement or any of the Loan
Documents to which the Borrower is a party, except consents, authorizations,
filings and notices described in Schedule 3.3, which
consents, authorizations, filings and notices have been obtained or made and are
in full force and effect.  Each Loan Document to which the Borrower is
a party has been duly executed and delivered on behalf of the
Borrower.  This Agreement constitutes, and each other Loan Document to
which the Borrower is a party, upon execution will constitute, a legal, valid
and binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

     

    3.4           No Legal
Bar.  The execution, delivery and performance of this Agreement
and the other Loan Documents to which the Borrower is a party, the borrowings
hereunder and the use of the proceeds thereof will not violate any Requirement
of Law or any Contractual Obligation of the Borrower and will not result in, or
require, the creation or 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    34

     

    imposition
of any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation.  No Requirement
of Law or Contractual Obligation applicable to the Borrower could reasonably be
expected to have a Material Adverse Effect.

     

    3.5           Litigation.  No
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or against any of its properties or
revenues (a) with respect to any of the Loan Documents to which the Borrower is
a party or any of the transactions contemplated hereby or thereby, or (b) that
could reasonably be expected to have a Material Adverse Effect.

     

    3.6           No
Default.  The Borrower is not in default under or with respect
to any of its Contractual Obligations in any respect that could reasonably be
expected to have a Material Adverse Effect.  No Default or Event of
Default has occurred and is continuing.

     

    3.7           Ownership of Property;
Liens.  The Borrower has good title to all its property, and
none of such property is subject to any Lien.

     

    3.8           Taxes.  The
Borrower has filed or caused to be filed all federal, state and other material
tax returns that are required to be filed and has paid all taxes shown to be due
and payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any taxes, fees or other
charges the amount or validity of which are currently being contested in good
faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the Borrower); no tax
Lien has been filed, and, to the knowledge of the Borrower, no claim is being
asserted, with respect to any such tax, fee or other charge.

     

    3.9           Federal
Regulations.  No part of the proceeds of any Loans will be used
for “buying” or “carrying” any “margin stock” within the respective meanings of
each of the quoted terms under Regulation U as now and from time to time
hereafter in effect or for any purpose that violates the provisions of the
Regulations of the Board.  If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
Regulation U.

     

    3.10           Investment Company Act;
Other Regulations.  The Borrower is not an “investment
company”, or a company “controlled” by an “investment company”, within the
meaning of the Investment Company Act of 1940, as amended.  The
Borrower is not subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur
Indebtedness.

     

    3.11           No
Subsidiaries.  The Borrower has no direct or indirect
Subsidiaries.

     

    3.12           Use of
Proceeds.  The proceeds of the Loans shall be used solely to
either (i) make advances under the Series 2002-1 VFC, (ii) repay Permitted
Indebtedness outstanding

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    35

     

    from time
to time or (iii) pay expenses incurred in connection with this Agreement and any
Pari Passu Indebtedness.

     

    3.13           Solvency.  Each
Loan Party is, and after giving effect to the incurrence of all Indebtedness and
obligations being incurred in connection herewith and therewith will be and will
continue to be, Solvent.

     

    3.14           Limited
Purpose.  The Borrower is a single purpose entity that was
formed for the sole purpose of (i) holding the Series 2002-1 VFC, (ii) borrowing
under the Commitments hereunder, (iii) incurring Pari Passu Indebtedness and
(iv) entering into Hedge Agreements in connection with the Commitments hereunder
and such Pari Passu Indebtedness.  Other than cash derived from Hedge
Agreements and distributions of Series 2002-1 Accrued Interest and Series 2002-1
Invested Amount to the Borrower under the Series 2002-1 VFC, which cash shall be
used by the Borrower solely to make interest, principal and premium (if any)
payments under this Agreement and under any Pari Passu Indebtedness and to pay
for its reasonable operating expenses (and, in the case of cash derived from
Hedge Agreements, to make advances under the Series 2002-1 VFC), the Series
2002-1 VFC is the sole asset of the Borrower.

     

    3.15           Financial
Condition.  The balance sheet of the Borrower as at December
31, 2007 and the related statements of income for the fiscal year ended on such
date, reported on by the Borrower’s independent public accountants, copies of
which have heretofore been furnished to the Administrative Agent, are complete
and correct, in all material respects, and present fairly the financial
condition of the Borrower as at such date, and the results of operations for the
fiscal year then ended.  Such financial statements, including any
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the
external auditors and as disclosed therein, if any).

     

    SECTION
4.    CONDITIONS PRECEDENT

     

    4.1           Conditions to
Effectiveness.  This Agreement shall become effective on the
first day on which all of the following conditions have been
satisfied:

     

    (a)  Credit Agreement; Guaranty
Agreement.  The Administrative Agent shall have received
(i) this Agreement executed and delivered by the Administrative Agent, the
Borrower and each Person listed on Schedule 1.1 and (ii)
the Guaranty Agreement, executed and delivered by the Guarantor.

     

    (b)  Series 2002-1
VFC.  The conditions set forth in Section 8.01 of the Series
2002-1 Supplement shall have been satisfied, the Administrative Agent shall have
received copies of each of the agreements, instruments, documents, certificates
and opinions referred to therein and the Series 2002-1 VFC shall have been
issued and delivered to the Borrower pursuant to the Series 2002-1
Supplement.

     

    (c)    Fees.  The
Lenders and the Administrative Agent shall have received all fees required to be
paid, and all expenses for which invoices have been presented (including the
reasonable fees and expenses of legal counsel), on or before the Closing
Date.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    36

     

    (d)  Closing Certificates; Good
Standing Certificates.  The Administrative Agent shall have
received (i) a Responsible Officer’s certificate of the Borrower, dated the
Closing Date, substantially in the form of Exhibit B-1 and a secretary’s
certificate of the Borrower, dated the Closing Date, substantially in the form
of Exhibit B-2, with appropriate insertions and attachments satisfactory in form
and substance to the Administrative Agent, including (A) the certificate of
incorporation of the Borrower, certified by the relevant authority of the
jurisdiction of organization of the Borrower, and the bylaws of the Borrower,
(B) Board of Directors resolutions in respect of the Loan Documents to which the
Borrower is a party, and (C) incumbency certificates with respect to the
Borrower, (ii) a Responsible Officer’s certificate of the Guarantor, dated the
Closing Date, substantially in the form of Exhibit B-3 and a secretary’s
certificate of the Guarantor, dated the Closing Date, substantially in the form
of Exhibit B-4, with appropriate insertions and attachments satisfactory in form
and substance to the Administrative Agent, including (A) the certificate of
incorporation and memorandum of association of the Guarantor, in each case
certified by the relevant authority of the jurisdiction of organization of the
Guarantor and the bye-laws of the Guarantor, (B) Board of Directors resolutions
in respect of the Loan Documents to which the Guarantor is a party, and (C)
incumbency certificates with respect to the Guarantor, and (iii) a good standing
certificate (or similar certificate) for each of the Borrower and the Guarantor
from their respective jurisdictions of organization.

     

    (e)   Legal
Opinions.  The Administrative Agent shall have received the
following executed legal opinions:

     

    (i)  the
legal opinion of Winston & Strawn LLP, New York counsel to the Borrower and
New York counsel to the Guarantor, substantially in the form of Exhibit D-1;
and

     

    (ii) the
legal opinion of Conyers Dill & Pearman, Bermuda counsel to the Guarantor,
substantially in the form of Exhibit D-2.

     

    Each such
legal opinion shall cover such other matters incident to the transactions
contemplated by this Agreement as the Administrative Agent may reasonably
require.

     

    (f)  Representations and
Warranties.  Each of the representations and warranties made by
any Loan Party in or pursuant to the Loan Documents shall be true and correct on
and as of such date.

     

    (g)  Compliance with
Laws.  The Administrative Agent shall have received evidence
reasonably satisfactory to it that the business conducted and proposed to be
conducted by the Borrower and the Guarantor is in compliance with all applicable
laws and regulations and that all registrations, filings and licenses and/or
consents required to be obtained by the Borrower or the Guarantor, as the case
may be, in connection therewith have been made or obtained and are in full force
and effect.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    37

     

    (h)  No Series 2002-1 Early
Amortization Event or Potential Series 2002-1 Early Amortization
Event.  No Series 2002-1 Early Amortization Event or Potential
Series 2002-1 Early Amortization Event shall have occurred and be
continuing.

     

    (i)  Guarantor
Financials.  The Administrative Agent shall have received (i)
audited consolidated financial statements of the Guarantor for its fiscal year
ended December 31, 2007, and (ii) unaudited consolidated financial statements
for its fiscal quarter ended September 30, 2008.

     

    (j)  Guarantor, Master Trust and
Borrower Rating.  The Administrative Agent shall have received
evidence reasonably satisfactory to it that the Guarantor’s long-term unsecured
debt rating or senior implied rating, as applicable, is at least “BBB-” by
S&P and either the Master Trust’s or the Borrower’s long-term unsecured debt
rating is at least “Baa3” by Moody’s.

     

    (k)  Termination of Existing
Credit Facility.  The Existing Credit Facility shall have
terminated in accordance with its terms.

     

    4.2           Conditions to Each
Loan.  The agreement of each Lender to make any Loan requested
to be made by it on any date (including its initial Loan) is subject to the
satisfaction of the following conditions precedent:

     

    (a)  Representations and
Warranties.  Each of the representations and warranties made by
any Loan Party in or pursuant to the Loan Documents shall be true and correct in
all material respects on and as of such date as if made on and as of such date
(unless any representations and warranties expressly relate to an earlier date,
in which case they shall have been true and correct in all material respects as
of such earlier date); provided that, the
representations and warranties made in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall
be true and correct in all respects on and as of such date as if made on and as
of such date.

     

    (b)  No
Default.  No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the Loans requested to
be made on such date.

     

    (c)  No Series 2002-1 Early
Amortization Event or Potential Series 2002-1 Early Amortization
Event.  No Series 2002-1 Early Amortization Event or Potential
Series 2002-1 Early Amortization Event shall have occurred and be continuing on
such date or after giving effect to the Loans requested to be made on such
date.

     

    Each
borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date of such Loan that the conditions
contained in this Section 4.2 have been satisfied.

     

    SECTION
5.    COVENANTS

     

    While
this Agreement is in effect (i.e., until all indebtedness and other amounts
payable by the Borrower hereunder have been paid in full and the Lenders no
longer have any Commitments hereunder), the Borrower agrees that:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    38

     

    5.1           Affirmative
Covenants.  The Borrower shall:

     

    (a)  Provide
the Administrative Agent all information that the Administrative Agent may
reasonably request in writing concerning the business of the Borrower within a
reasonable period of time considering the nature of the request; provided that with
respect to any information relating to an annual audited report, the same may be
delivered within one hundred and twenty (120) calendar days after the end of the
Borrower’s fiscal year.

     

    (b)  Furnish
or cause to be furnished to the Administrative Agent in sufficient number for
each Lender, copies of all (i) Daily Reports prepared by the Servicer pursuant
to Section 5.1(n), (ii) notices of Series 2002-1 Early Amortization Events and
(iii) Monthly Settlement Statements; provided that the
documents set forth in clauses (i) and (iii) above shall be provided only upon
the request of the Administrative Agent or the Required Lenders.

     

    (c)  Take
all actions necessary to ensure that all taxes and other governmental claims in
respect of the Borrower’s operations and assets are promptly paid when due,
except those contested in good faith.

     

    (d)  Comply
with all Requirements of Law except where the failure to so comply would not
reasonably be expected to have a Material Adverse Effect on its ability to
perform its obligations under the Loan Documents.

     

    (e)  Advise
the Administrative Agent of the occurrence of each Default or Event of Default
as promptly as practicable after the Borrower becomes aware of any such Default
or Event of Default.

     

    (f)  Beginning
with the fiscal year commencing in 2008, furnish to the Administrative Agent in
sufficient number for each Lender as soon as available, but in any event within
one hundred and twenty (120) days after the end of each fiscal year of the
Borrower, audited financial statements consisting of the balance sheet of the
Borrower as of the end of such year and the related statements of income and
retained earnings and statements of cash flow for such year, setting forth in
each case in comparative form the corresponding figures for the previous fiscal
year, certified by independent certified public accountants satisfactory to the
Administrative Agent to the effect that such financial statements fairly present
in all material respects the financial condition and results of operations of
the Borrower in accordance with GAAP consistently applied.

     

    (g)  Beginning
with the fiscal year commencing in 2008, furnish to the Administrative Agent as
soon as available but in any event within sixty (60) days after the end of each
of the first three quarters for each fiscal year of the Borrower, unaudited
financial statements consisting of a balance sheet of the Borrower as at the end
of such quarter and a statement of income and retained earnings and of cash flow
for such quarter, setting forth (in the case of financial statements furnished
for calendar quarters

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    39

     

    subsequent
to the first full calendar year of the Borrower) in comparative form the
corresponding figures for the corresponding quarter of the preceding fiscal
year.

     

    (h)  Furnish,
or cause to be furnished, to the Administrative Agent together with the
financial statements required pursuant to clause (f) and clause (g) a
certificate of a Responsible Officer of the Borrower stating (i) that the
attached financial statements have been prepared in accordance with GAAP and
accurately reflect the financial condition of the Borrower, (ii) that the
Borrower is in compliance with Section 5.1(j) and (iii) all information and
calculations necessary for determining compliance by the Borrower with Section
5.2(a) as of the last day of the fiscal quarter or fiscal year of the Borrower,
as the case may be.

     

    (i)  (i)
Except as otherwise permitted by the Loan Documents, preserve, renew and keep in
full force and effect its corporate existence and (ii) take all reasonable
action to maintain all rights, privileges and franchises necessary or desirable
in the normal conduct of its business.

     

    (j)  (i)
Either (1) use the proceeds from the Loans hereunder to make advances under the
Series 2002-1 VFC, (2) use the proceeds from the Loans hereunder to repay
Permitted Indebtedness outstanding from time to time or (3) use the proceeds
from the Loans hereunder to pay expenses incurred in connection with this
Agreement and any Pari Passu Indebtedness and (ii) either (1) use the proceeds
from any Pari Passu Indebtedness to make advances under the Series 2002-1 VFC,
(2) use the proceeds from any Pari Passu Indebtedness to repay Permitted
Indebtedness outstanding from time to time or (3) use the proceeds from any Pari
Passu Indebtedness to pay expenses incurred in connection with this Agreement
and any such Pari Passu Indebtedness.

     

    (k)  Provide
notice to the Administrative Agent:

     

    (i) promptly
and in any event within ten (10) days after the Borrower or any of its ERISA
Affiliates knows or has reason to know that any ERISA Event has occurred, a
statement of the Chief Financial Officer of the Borrower or such ERISA Affiliate
describing such ERISA Event and the action, if any, that the Borrower or such
ERISA Affiliate has taken and proposes to take with respect
thereto;

     

    (ii) promptly
and in any event within two (2) Business Days after receipt thereof by the
Borrower or any of its ERISA Affiliates, copies of each notice from the PBGC
stating its intention to terminate any Plan or to have a trustee appointed to
administer any Plan;

     

    (iii) promptly
and in any event within five (5) Business Days after receipt thereof by the
Borrower or any of its ERISA Affiliates from the sponsor of a Multiemployer
Plan, copies of each notice concerning (A) the imposition of Withdrawal
Liability by any such Multiemployer Plan, (B) the reorganization or termination,
within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (C)
the amount of liability incurred, or that may be incurred, by the

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    40

     

    Borrower
or any ERISA Affiliate in connection with any event described in clause (A) or
(B) above; and

     

    (iv)
promptly and in any event within five (5) Business Days after receipt thereof by
the Borrower or any of its ERISA Affiliates, copies of (A) any documents
described in Section 101(k) of ERISA that the Borrower or any of its ERISA
Affiliates may request with respect to any Multiemployer Plan, and (B) any
notices described in Section 101(l) of ERISA that the Borrower or any of its
ERISA Affiliates may request with respect to any Multiemployer Plan; provided,
that if the Borrower or the applicable ERISA Affiliate has not requested such
documents or notices from the administrator or sponsor of the applicable
Multiemployer Plan, upon the request of the Administrative Agent, which request
shall not be more frequent than once during any twelve (12) month period, the
Borrower or applicable ERISA Affiliate shall promptly make a request for such
documents or notices and shall provide copies of such documents and notices
promptly and in any event within five (5) Business Days after receipt
thereof.

     

    (l)  On
each day after the Loans (with accrued interest thereon) and all other amounts
owing under this Agreement and the other Loan Documents have become due and
payable (whether at the stated maturity, by acceleration, or otherwise), give
the notice contemplated by Section 2.06 of the Series 2002-1 Supplement, such
notice to specify an amount equal to the lesser of (i) the funds on deposit in
the Series 2002-1 Collection Subaccount on such day and (ii) the outstanding
principal amount of the Loans (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents.

     

    (m)  At
the direction of the Administrative Agent or the Required Lenders, exercise its
right under Section 8.14 of the Pooling Agreement to direct the Trustee under
the Master Trust when the Lenders are affected by the conduct of any proceeding
or the exercise of any right conferred on the Trustee under the Master
Trust.

     

    (n)  On
each Business Day on which a Loan is made, cause the Servicer to submit a Daily
Report to the Borrower and to the Trustee under the Master Trust no later than
12:00 (Noon), New York City time, setting forth the information required by
Section 4.01 of the Servicing Agreement.

     

    5.2           Negative Covenants.  The
Borrower will not:

     

    (a)  Permit
the Series 2002-1 Allocated Loan Amount to be less than the arithmetic product
of:

     

    (i)  adding
(A) the aggregate principal amount of and accrued interest on the Total
Loans outstanding hereunder and (B) all other Pari Passu Indebtedness
outstanding (including any net payment obligations of the Borrower related to
Hedge Agreements, but excluding all Hedge Termination Amounts due and owing by
the Borrower); and deducting therefrom;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    41

     

    (ii)  the
aggregate Dollar Equivalent amount of any Master Trust Approved Currencies
(including any net receipts from Hedge Agreements, but excluding any Hedge
Termination Amounts received by the Borrower) on deposit in any Borrower Account
or the Series 2002-1 Collection Subaccount (or any sub-subaccount thereof),
that are unconditionally available to repay the aggregate amount of the
Indebtedness and interest accrued thereon described in the foregoing clauses
(i)(A) and (B) of this Section 5.2(a) (or with respect to the Series 2002-1
Collection Subaccount (or any sub-subaccount thereof), unconditionally available
to repay the principal and accrued interest on the Series 2002-1 VFC
Certificate which Master Trust Approved Currency amounts are in turn
unconditionally available to make such payments on the principal of and accrued
interest on the Total Loans and other Pari Passu Indebtedness described in the
foregoing clauses (i)(A) and (B) of this Section
5.2(a)).

     

    (b)  Contract
for, create, incur, assume or suffer to exist any Lien, security interest,
charge or other encumbrance of any nature upon any of its property or assets,
including without limitation the Series 2002-1 VFC, whether now owned or
hereafter acquired.

     

    (c)  Create,
incur, assume or suffer to exist any Indebtedness, whether current or funded, or
any other liability except Permitted Indebtedness.

     

    (d)  Except
as contemplated by the Loan Documents or the Transaction Documents, make any
loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another’s payment or performance on any
obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations,
stocks or dividends of, or own, purchase, repurchase or acquire (or agree
contingently to do so) any assets, stock, obligations or securities of, or any
other interest in, or make any capital contribution to, any other
Person.

     

    (e)  Enter
into any merger, consolidation, joint venture, syndicate or other form of
combination with any Person, or sell, lease or transfer or otherwise dispose of
any of its assets or receivables or purchase any asset, or engage in any
transaction which would result in a Change in Control of the
Borrower.

     

    (f)  Enter
into or be a party to any agreement or instrument other than the Loan Documents,
the Transaction Documents to which it is a party, and any agreement or
instrument related to the incurrence of Pari Passu Indebtedness.

     

    (g)  Enter
into or be a party to any agreement or instrument related to the incurrence of
Pari Passu Indebtedness that does not include a provision substantially to the
effect set forth in Section 8.16.

     

    (h)  Except
as permitted by any Transaction Document, make any expenditure (by long-term or
operating lease or otherwise), excluding those relating to foreclosure, for
capital assets (both realty and personalty), unless such expenditure is approved
in writing by the Administrative Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    42

     

    (i)  Engage
in any business or enterprise or enter into any material transaction other than
as contemplated by the Loan Documents and the Transaction
Documents.

     

    (j)  Amend
its certificate of incorporation or bylaws without the prior written consent of
the Administrative Agent.

     

    (k)  Amend,
supplement, waive or modify, or consent to any amendment, supplement, waiver or
modification of, any Transaction Document except in accordance with the
provisions of this Section 5.2(k).  Any provision of any
Transaction Document may be amended, waived, supplemented, restated, discharged
or terminated with ten (10) Business Days’ prior written notice to the
Administrative Agent, but without the consent of the Administrative Agent or the
Lenders; provided such
amendment, waiver, supplement or restatement does not (A) render the Series
2002-1 VFC subordinate in payment to any other Series under the Master Trust or
otherwise adversely discriminate against the Series 2002-1 VFC relative to any
other Series under the Master Trust, (B) reduce in any manner the amount of, or
delay the timing of, distributions which are required to be made on or in
respect of the Series 2002-1 VFC, (C) change the definition of, the manner of
calculating, or in any way the amount of, the interest of the Borrower in the
assets of the Master Trust, (D) change the definitions of “Eligible Loans”,
“Eligible Obligor”, “Series 2002-1 Allocated Loan Amount”, “Series 2002-1
Invested Amount” or “Series 2002-1 Target Loan Amount” in Annex X or, to the
extent used in such definitions, other defined terms used in such definitions,
(E) result in an Event of Default, (F) change the ability of the Trustee to
declare the Purchased Loans to be immediately due and payable or the ability of
the Administrative Agent or the Required Lenders to directly or indirectly
require the Trustee to do so, (G) following the occurrence and during the
continuation of a Mandatory CP Wind-Down Event, increase the Series 2002-1
Maximum Invested Amount, or (H) effect any amendment that would cause or permit
the Series 2002-1 Target Loan Amount to exceed the Series 2002-1 Allocated Loan
Amount; and provided, further, that the
Administrative Agent shall have received prior notice thereof together with
copies of any documentation related thereto.  Any amendment, waiver,
supplement or restatement of a provision of a Transaction Document (including
any exhibit thereto) of the type described in clauses (A), (B), (C), (D), (E),
(F), (G) or (H) above shall require the written consent of the Administrative
Agent acting at the direction of the Required Lenders.

     

    (l)  Grant
any powers of attorney to any Person for any purposes except where permitted by
the Loan Documents.

     

    (m)  Increase
the Series 2002-1 Invested Amount during any Payment Period.

     

    (n)  Take
any action which would permit the Servicer to have the right to refuse to
perform any of its respective obligations under the Servicing
Agreement.

     

    (o)  Enter
into any Hedge Agreement other than Hedge Agreements entered into in the
ordinary course of business to hedge or mitigate risks directly arising from its
borrowings under this Agreement or other Pari Passu Indebtedness.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    43

     

    5.3           Use of
Websites.

     

    (a)  The
Borrower may satisfy its obligation to deliver any public information to the
Lenders by posting this information onto an electronic website designated by the
Borrower and the Administrative Agent (the “Designated Website”)
by notifying the Administrative Agent (i) of the address of the website together
with any relevant password specifications and (ii) that such information has
been posted on the website; provided, that in any
event the Borrower shall supply the Administrative Agent with one copy in paper
form of any information which is posted onto the website.

     

    (b)  The
Administrative Agent shall supply each Lender with the address of and any
relevant password specifications for the Designated Website following
designation of that website by the Borrower and the Administrative
Agent.

     

    (c)  The
Borrower shall promptly upon becoming aware of its occurrence notify the
Administrative Agent if:

     

    (i)  the
Designated Website cannot be accessed due to technical failure;

     

    (ii)  the
password specifications for the Designated Website change;

     

    (iii)  any
new information which is required to be provided under this Agreement is posted
onto the Designated Website;

     

    (iv)  any
existing information which has been provided under this Agreement and posted
onto the Designated Website is amended; or

     

    (v)  the
Borrower becomes aware that the Designated Website or any information posted
onto the Designated Website is or has been infected by any electronic virus or
similar software.

     

    If the
Borrower notifies the Administrative Agent under Section 5.3(c)(i) or Section
5.3(c)(v) above, all information to be provided by the Borrower under this
Agreement after the date of that notice shall be supplied in paper form unless
and until the Administrative Agent is satisfied that the circumstances giving
rise to the notification are no longer continuing.

    


    SECTION
6.    EVENTS OF DEFAULT

     

    If any of
the following events shall occur and be continuing:

     

    (a)  the
Borrower shall fail to pay any principal of any Loan when due in accordance with
the terms hereof; or the Borrower shall fail to pay any interest on any Loan or
any other amount payable hereunder or under any other Loan Document, within
three (3) days after any such interest or other amount becomes due in accordance
with the terms hereof; or

     

    (b)  any
representation or warranty made or deemed made by the Borrower or the Guarantor
herein or in any other Loan Document or that is contained in any
certificate,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    44

     

    document
or financial or other statement furnished by it at any time under or in
connection with this Agreement or any such other Loan Document shall prove to
have been inaccurate in any material respect on or as of the date made or deemed
made; or

     

    (c)  the
Borrower shall default in the observance or performance of any agreement
contained in Section 5.1(e), Section 5.1(i)(i) or Section 5.2 of this Agreement
or the Guarantor shall default in the observance or performance of any agreement
contained in Sections 8.1(c), 8.1(g)(i), 8.1(h), 8.1(i) or 8.2 of the Guaranty
Agreement; or

     

    (d)  the
Borrower or the Guarantor shall default in the observance or performance of any
other agreement contained in this Agreement or any other Loan Document (other
than as provided in paragraphs (a) through (c) of this Section), and such
default shall continue unremedied for a period of thirty (30) days after the
earlier of (i) the date on which a Responsible Officer of the Borrower or the
Guarantor has knowledge of such default and (ii) the Borrower or the Guarantor
receives written notice thereof from the Administrative Agent or the Required
Lenders; or

     

    (e)  the
Borrower, BAFC, BFE or any other Investor Certificateholder that is an Affiliate
of the Guarantor shall (i) default in making any payment of any principal of any
Indebtedness (including any Guarantee Obligation, but excluding the Loans) or of
any material amounts under any other agreement to which it is a party on the
scheduled or original due date with respect thereto; or (ii) default in making
any payment of any interest on any such Indebtedness beyond the period of grace,
if any, provided in the instrument or agreement under which such Indebtedness
was created; or (iii) default in the observance or performance of any other
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or (in the case of any such Indebtedness
constituting a Guarantee Obligation) to become payable; provided, that a
default, event or condition described in clause (i), (ii) or (iii) of this
paragraph (e) shall not at any time constitute an Event of Default unless, at
such time, one or more defaults, events or conditions of the type described in
clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be
continuing with respect to Indebtedness or other amounts the outstanding Dollar
Equivalent principal amount of which exceeds in the aggregate $50,000,000; provided, further, that the
immediately preceding proviso shall be deemed inapplicable at any time that any
Purchased Loan shall constitute a Defaulted Loan or shall have constituted a
Delinquent Loan for a period of more than three (3) successive Business Days;
or

     

    (f)  any
Group Member (other than the Borrower) shall (i) default in making any payment
of any principal of any Indebtedness (including any Guarantee Obligation, but
excluding the Loans) or of any material amounts under any other agreement to
which it is a party on the scheduled or original due date with respect thereto;
or (ii) default in making any payment of any interest on any such Indebtedness
beyond the period of grace, if any, provided in the instrument or agreement
under which such Indebtedness

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    45

     

    was
created; or (iii) default in the observance or performance of any other
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or (in the case of any such Indebtedness
constituting a Guarantee Obligation) to become payable; provided, that a
default, event or condition described in clause (i), (ii) or (iii) of this
paragraph (f) shall not at any time constitute an Event of Default unless, at
such time, one or more defaults, events or conditions of the type described in
clauses (i), (ii) and (iii) of this paragraph (f) shall have occurred and be
continuing with respect to Indebtedness or other amounts the outstanding Dollar
Equivalent principal amount of which exceeds in the aggregate $50,000,000;
or

     

    (g)  (i)
any Group Member or Bunge Funding shall commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian, conservator or other similar official for it or
for all or any substantial part of its assets, or any Group Member or Bunge
Funding shall make a general assignment for the benefit of its creditors; or
(ii) there shall be commenced against any Group Member or Bunge Funding any
case, proceeding or other action of a nature referred to in clause (i) above
that (A) results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of
sixty (60) days; or (iii) there shall be commenced against any Group Member or
Bunge Funding any case, proceeding or other action seeking issuance of a warrant
of attachment, execution, distraint or similar process against all or any
substantial part of its assets that results in the entry of an order for any
such relief that shall not have been vacated, discharged, or stayed or bonded
pending appeal within sixty (60) days from the entry thereof; or (iv) any Group
Member or Bunge Funding shall take any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the acts set forth in
clause (i), (ii), or (iii) above; or (v) any Group Member or Bunge Funding shall
generally not, or shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due; or

     

    (h)  one
or more judgments or decrees shall be entered against any Group Member (other
than the Borrower) involving in the Dollar Equivalent aggregate a liability (not
paid or fully covered by insurance as to which the relevant insurance company
has acknowledged coverage) of $50,000,000 or more, and all such judgments or
decrees shall not have been vacated, discharged, stayed or bonded pending appeal
within thirty (30) days from the entry thereof; or

     

    (i)  one
or more judgments or decrees shall be entered against the Borrower involving in
the Dollar Equivalent aggregate a liability (not paid or fully covered by
insurance as to which the relevant insurance company has acknowledged coverage)
of

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    46

     

    $50,000
or more, and all such judgments or decrees shall not have been vacated,
discharged, stayed or bonded pending appeal within thirty (30) days from the
entry thereof; or

     

    (j)  any
of the Loan Documents or the Transaction Documents shall cease, for any reason,
to be in full force and effect or the Borrower or the Guarantor shall so assert
in writing; or

     

    (k)  a
Change in Control of the Guarantor shall have occurred; or

     

    (l)  the
Borrower shall become an “investment company” within the meaning of the
Investment Company Act of 1940, as amended, and shall not be exempt from
compliance under such Act;

     

    then, and
in any such event, (A) if such event is an Event of Default specified in
paragraph (g) above with respect to the Borrower or the Guarantor, then in such
case automatically the Commitments shall immediately terminate and the Loans
(with accrued interest thereon) and all other amounts owing under this Agreement
and the other Loan Documents shall immediately become due and payable, and (B)
if such event is any other Event of Default, any or all of the following actions
may be taken:  (i) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Commitments
to be terminated forthwith, whereupon the Commitments shall immediately
terminate; (ii) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Borrower, declare the Loans (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan
Documents to be due and payable forthwith, whereupon the same shall immediately
become due and payable; and (iii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, instruct the Borrower to,
and in such event the Borrower shall, instruct the Trustee of the Master Trust
to declare the principal and accrued interest in respect of the Purchased Loans
to be due and payable (provided that, for the avoidance of doubt, the Borrower
acknowledges and agrees that if it fails to give such instructions, the
Administrative Agent may do so on its behalf).  Except as expressly
provided above in this Section, presentment, demand, protest and all other
notices of any kind are hereby expressly waived by the Borrower.

     

    SECTION
7.    THE AGENTS

     

    7.1           Appointment.  Each
Lender hereby irrevocably designates and appoints the Administrative Agent as
the agent of such Lender under this Agreement and the other Loan Documents, and
each such Lender irrevocably authorizes the Administrative Agent, in such
capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms
of this Agreement and the other Loan Documents, together with such other powers
as are reasonably incidental thereto.   Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, or any fiduciary

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    47

     

    relationship
with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent.

     

    7.2           Delegation of
Duties.  The Administrative Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  The Administrative Agent shall not
be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

     

    7.3           Exculpatory
Provisions.  Neither any Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document
(except to the extent that any of the foregoing are found by a court of
competent jurisdiction to have resulted from its or such Person’s own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Loan Party or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agents under or in connection
with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of any Loan Party a party thereto to
perform its obligations hereunder or thereunder.  The Agents shall not
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party.

     

    7.4           Reliance by Administrative
Agent.  The Administrative Agent shall be entitled to rely, and
shall be fully protected in relying, upon any instrument, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including counsel to
the Guarantor or the Borrower), independent accountants and other experts
selected by the Administrative Agent.  The Administrative Agent may
deem and treat the payee of any Note as the owner thereof for all purposes
unless a written notice of assignment, negotiation or transfer thereof shall
have been filed with the Administrative Agent.  The Administrative
Agent shall be fully justified in failing or refusing to take any action under
this Agreement or any other Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders (or, if so specified by this
Agreement, all Lenders) as it deems appropriate or it shall first be indemnified
to its satisfaction by the Lenders against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.  The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Loan Documents in accordance with a request of the Required Lenders (or,
if so specified by this Agreement, all Lenders), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and all future holders of the Loans.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    48

     

    7.5           Notice of
Default.  The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default unless
the Administrative Agent has received notice from a Lender, the Guarantor or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a “notice of default”.  In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Lenders.  The Administrative
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders (or, if so specified by
this Agreement, all Lenders); provided that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in
the best interests of the Lenders.

     

    7.6           Non-Reliance on Agents and
Other Lenders.  Each Lender expressly acknowledges that neither
the Agents nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates have made any representations or warranties to
it and that no act by any Agent hereafter taken, including any review of the
affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to
constitute any representation or warranty by any Agent to any
Lender.  Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
Affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement.  Each Lender also represents that it will,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their Affiliates.  Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

     

    7.7           Indemnification.  The
Lenders agree to indemnify each Agent in its capacity as such (to the extent not
reimbursed by the Guarantor or the Borrower and without limiting the obligation
of the Guarantor or the Borrower to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure
Percentages immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or
asserted against such

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    49

     

    Agent in
any way relating to or arising out of, the Commitments, this Agreement, any of
the other Loan Documents or any documents contemplated by or referred to herein
or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by such Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are found by a decision of a court of
competent jurisdiction to have resulted from such Agent’s gross negligence or
willful misconduct.  The agreements in this Section shall survive the
payment of the Loans and all other amounts payable hereunder.

     

    7.8           Agent in Its Individual
Capacity.  Each Agent and its Affiliates may make loans to,
accept deposits from and generally engage in any kind of business with any Loan
Party as though such Agent were not an Agent.  With respect to its
Loans made or renewed by it, each Agent shall have the same rights and powers
under this Agreement and the other Loan Documents as any Lender and may exercise
the same as though it were not an Agent, and the terms “Lender” and “Lenders”
shall include each Agent in its individual capacity.

     

    7.9           Successor Administrative
Agent.  The Administrative Agent may resign, or shall resign
upon the request of the Required Lenders in the event the Administrative Agent
becomes a Defaulting Lender and is not a Performing Lender, as Administrative
Agent upon ten (10) days’ notice to the Lenders and the Borrower.  If
the Administrative Agent shall resign as Administrative Agent under this
Agreement and the other Loan Documents, then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent
shall (unless an Event of Default under Sections 6(a), 6(e) or 6(f) with respect
to the Borrower shall have occurred and be continuing) be subject to approval by
the Borrower (which approval shall not be unreasonably withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term “Administrative Agent” shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent’s rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans.  If no successor agent has accepted appointment
as Administrative Agent by the date that is ten (10) days following a retiring
Administrative Agent’s notice of resignation, the retiring Administrative
Agent’s resignation shall nevertheless thereupon become effective, and the
Lenders shall assume and perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.  After any retiring Administrative
Agent’s resignation as Administrative Agent, the provisions of this Section 7.9
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other Loan
Documents.

     

    7.10           Syndication Agent and
Documentation Agent.  Neither the Syndication Agent nor the
Documentation Agent shall have any duties or responsibilities hereunder in its
capacity as such.

     

    7.11           Agent
Communications.  The Administrative Agent shall provide to each
Lender a copy of each material report, certificate, statement or other
communication required to be delivered to it under the Loan Documents and which
has not been delivered to the Lenders;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    50

     

    provided, that
posting by the Administrative Agent to Intralinks or to a similar electronic
distribution location shall satisfy the requirements of this
Section.

     

    SECTION
8.    MISCELLANEOUS

     

    8.1           Amendments and
Waivers.  (a) Neither this Agreement, any other Loan Document,
nor any terms hereof or thereof may be amended, supplemented or modified except
in accordance with the provisions of this Section 8.1.  The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(i) enter into written amendments, supplements or modifications hereto and to
the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on
such terms and conditions as the Required Lenders or the Administrative Agent,
as the case may be, may specify in such instrument, any of the requirements of
this Agreement or the other Loan Documents or any Default or Event of Default
and its consequences; provided, however, that no such
waiver and no such amendment, supplement or modification shall (w) forgive
the principal amount or extend the final scheduled date of maturity of any Loan,
reduce the amount or stated rate of any interest or fee payable hereunder
(except (1) in connection with the waiver of applicability of any post-default
increase in interest rates and (2) that any amendment or modification of
defined terms used in the financial covenants in this Agreement or the other
Loan Documents shall not constitute a reduction in the rate of interest or fees
for purposes of this clause (w)) or extend the scheduled date of any payment
thereof, or increase the amount or extend the expiration date of any Lender’s
Commitment, or increase any Lender’s Aggregate Exposure Percentage, in each case
without the written consent of each Lender directly affected
thereby;  (x) eliminate or reduce the voting rights of any Lender
under this Section 8.1 without the written consent of such Lender; (y) reduce
any percentage specified in the definition of Required Lenders, consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement and the other Loan Documents, amend or waive Section
5.1(j), or release the Guarantor from its obligations under the Guaranty
Agreement, or assign any obligations under the Guaranty Agreement, effect any
action pursuant to Section 17 of the Guaranty Agreement, or change any provision
hereof requiring ratable funding or ratable sharing of payments or setoffs in
each case without the written consent of all Lenders; or (z) amend, modify
or waive any provision of Section 7 without the written consent of the
Administrative Agent.  Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Loan Parties, the Lenders, the Administrative Agent and all
future holders of the Loans.  In the case of any waiver, the Loan
Parties, the Lenders and the Administrative Agent shall be restored to their
former position and rights hereunder and under the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

     

    (b)  Notwithstanding Section 8.1(a), the Commitments and
Aggregate Exposure of any Defaulting Lender that is not a Performing Lender
shall be disregarded for all purposes of any determination of whether all
Lenders or the Required Lenders have taken or may take any action hereunder
(including any consent to any amendment or waiver

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    51

     

    pursuant to Section 8.1(a)), provided that any waiver,
amendment or modification requiring the consent of all Lenders or each affected
Lender, which by its terms affects such Defaulting Lender differently than other
affected Lenders, shall require the consent of such Defaulting
Lender.

     

    8.2           Notices.  All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
delivered, or three (3) Business Days after being deposited in the mail, postage
prepaid, or, in the case of telecopy notice, when received, addressed as follows
in the case of the Borrower and the Administrative Agent, and as set forth in an
administrative questionnaire delivered to the Administrative Agent in the case
of the Lenders, or to such other address as may be hereafter notified by the
respective parties hereto:

     

    
      	
              Borrower:

            	
              11720
      Borman Drive

              St.
      Louis, Missouri 63146

              Attention:
      John Gilsinn

              Tel.
      No: (314) 292-2314

              Telecopy:
      (314) 292-4314

               

            
	 	
              with
      a copy to:

               

            
	 
      	
              Bunge
      Limited

              50
      Main Street

              White
      Plains, New York  10606

              Attention:  Hunter
      Smith

              Telecopy:   (914)
      684-3283

              Telephone:
      (914) 684-3440

               

            
	
              Administrative
      Agent:

            	
              270
      Park Avenue, 4th Floor

              New
      York, NY  10017

              Attention:   Maria
      Arredondo

              Tel.
      No:  (713) 750-2131

              Telecopy:  (713)
      750-2358

               

            
	
              and,
      with respect to borrowing requests for Eurocurrency Loans denominated in
      the Optional Currency,

               

            
	
              Administrative
      Agent 
(London Office):

            	
              J.P.
      Morgan Europe Limited

              125
      London Wall

              London
      EC2Y 5AJ

              Attention:  Belinda
      Lucas

              Tel.
      No.  +44 207 777 0976

              Telecopy:  +
      44 207 777 2360

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    52

     

    
      	 	
              with
      a copy to:

               

            
	 
      	
              JPMorgan
      Chase Bank, N.A.

              270
      Park Avenue, 4th Floor

              New
      York, NY  10017

              Attention:   Maria
      Arredondo

              Tel.
      No:  (713) 750-2131

              Telecopy:  (713)
      750-2358

            


    

     

    provided that any
notice, request or demand to or upon the Administrative Agent or the Lenders
shall not be effective until received.

     

    8.3           No Waiver; Cumulative
Remedies.  No failure to exercise and no delay in exercising,
on the part of the Administrative Agent or any Lender, any right, remedy, power
or privilege hereunder or under the other Loan Documents 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
exclusive of any rights, remedies, powers and privileges provided by
law.

     

    8.4           Survival of Representations
and Warranties.  All representations and warranties made
hereunder, in the other Loan Documents and in any document, certificate or
statement delivered pursuant hereto or in connection herewith shall survive the
execution and delivery of this Agreement and the making of the Loans
hereunder.

     

    8.5           Payment of Expenses and
Taxes.  The Borrower agrees (a) to pay or reimburse the
Administrative Agent for all its reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including the reasonable fees and disbursements of counsel to the
Administrative Agent and filing and recording fees and expenses, with statements
with respect to the foregoing to be submitted to the Borrower prior to the
Closing Date (in the case of amounts to be paid on the Closing Date) and from
time to time thereafter on a quarterly basis or such other periodic basis as the
Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender
and the Administrative Agent for all its costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement, the other Loan Documents and any such other documents, including the
fees and disbursements of counsel (including the allocated fees and expenses of
in-house counsel) to each Lender and of counsel to the Administrative Agent, (c)
to pay, indemnify, and hold each Lender and the Administrative Agent harmless
from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, that may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of
the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the other
Loan Documents and any such other documents, and (d) to pay, indemnify, and hold
each Lender and the Administrative Agent and their

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    53

     

    respective
officers, directors, employees, Affiliates, agents and controlling persons
(each, an “Indemnitee”) harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any
of the foregoing relating to the use of proceeds of the Loans or the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of any Group Member or any of the properties owned by such Group
Members and the reasonable fees and expenses of legal counsel in connection with
claims, actions or proceedings by any Indemnitee against any Loan Party under
any Loan Document (all the foregoing in this clause (d), collectively, the
“Indemnified
Liabilities”), provided, that the
Borrower shall have no obligation hereunder to any Indemnitee with respect to
Indemnified Liabilities to the extent such Indemnified Liabilities are found by
a court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Indemnitee.  Without limiting the
foregoing, and to the extent permitted by applicable law, the Borrower agrees
not to assert, and hereby waives, all rights for contribution or any other
rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws, that any of them might have by
statute or otherwise against any Indemnitee.  All amounts due under
this Section 8.5 shall be payable not later than ten (10) days after written
demand therefor.  Statements payable by the Borrower pursuant to this
Section 8.5 shall be submitted to Hunter Smith (Telephone No. (914)
684-3440; Telecopy No. (914) 684-3283), at the address of Bunge Limited set
forth in Section 8.2, or to such other Person or address as may be hereafter
designated by the Borrower in a written notice to the Administrative
Agent.  The agreements in this Section 8.5 shall survive repayment of
the Loans and all other amounts payable hereunder.

     

    8.6           Successors and Assigns;
Participations and Assignments.  (a)This Agreement shall be
binding upon and inure to the benefit of the Borrower, the Lenders, the
Administrative Agent, all future holders of the Loans and their respective
successors and assigns, except that (i) the Borrower may not assign or transfer
any of its rights or obligations under this Agreement without the prior written
consent of each Lender and (ii) any attempted assignment or transfer by the
Borrower without such consent shall be null and void.

     

    (b)  Any
Lender other than any Conduit Lender may, without the consent of the Borrower,
in accordance with applicable law, at any time sell to one or more banks,
financial institutions or other entities (each, a “Participant”)
participating interests in any Loan owing to such Lender, the Commitment of such
Lender or any other interest of such Lender hereunder and under the other Loan
Documents.  In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender’s obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Loan Documents, and the Borrower and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement and the other Loan
Documents.  In no event shall any Participant under any such
participation have any right to approve any amendment or waiver of any provision
of any Loan Document, or any consent to any departure by any Loan
Party

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    54

     

    therefrom,
except any amendment, waiver or consent described in clause (i) of the proviso
to Section 8.1 that affects such Participant, in each case to the extent subject
to such participation.  The Borrower agrees that if amounts
outstanding under this Agreement and the Loans are due or unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, provided that, in
purchasing such participating interest, such Participant shall be deemed to have
agreed to share with the Lenders the proceeds thereof as provided in Section 8.7
as fully as if it were a Lender hereunder.  The Borrower also agrees
that each Participant shall be entitled to the benefits of Sections 2.12, 2.13
and 2.14 with respect to its participation in the Commitments and the Loans
outstanding from time to time as if it was a Lender; provided that, in the
case of Section 2.13, such Participant shall have complied with the requirements
of said Section and provided, further, that no
Participant shall be entitled to receive any greater amount pursuant to any such
Section than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender
to such Participant had no such transfer occurred.

     

    (c)  Any
Lender other than any Conduit Lender (an “Assignor”) may, in
accordance with applicable law, at any time and from time to time assign to any
Person (other than the Borrower or any of its Affiliates) (an “Assignee”) all or any
part of its rights and obligations under this Agreement and the other Loan
Documents pursuant to an Assignment and Acceptance, executed by such Assignee,
such Assignor and any other Person whose consent is required pursuant to this
paragraph, and delivered to the Administrative Agent for its acceptance and
recording in the Register; provided that (i) the
consent of the Borrower and the Administrative Agent (which, in each case, shall
not be unreasonably withheld or delayed) shall be required in the case of (x)
any assignment to a Person that is not a Lender or a Lender Affiliate or (y) any
assignment of a Commitment to a Person that is not a Lender or a Lender
Affiliate (except that the consent of the Borrower shall not be required for any
assignment that occurs when an Event of Default shall have occurred and be
continuing) and (ii) unless otherwise agreed by the Borrower and the
Administrative Agent, no such assignment to an Assignee (other than any Lender
or any Lender Affiliate) shall be in an aggregate Dollar Equivalent principal
amount of less than $5,000,000, in each case except in the case of an assignment
of all of a Lender’s interests under this Agreement.  For purposes of
the proviso contained in the preceding sentence, the amount described therein
shall be aggregated in respect of each Lender and its Lender Affiliates, if
any.  Upon such execution, delivery, acceptance and recording, from
and after the effective date determined pursuant to such Assignment and
Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with a Commitment and/or Loans as set forth
therein, and (y) the Assignor thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of an Assignor’s
rights and obligations under this Agreement, such Assignor shall cease to be a
party hereto).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    55

     

    Notwithstanding
the foregoing, any Conduit Lender may assign at any time to its designating
Lender hereunder without the consent of the Borrower or the Administrative Agent
any or all of the Loans it may have funded hereunder and pursuant to its
designation agreement and without regard to the limitations set forth in the
first sentence of this Section 8.6(c).

     

    (d)  The
Administrative Agent shall, on behalf of the Borrower, maintain at its address
referred to in Section 8.2 a copy of each Assignment and Acceptance delivered to
it and a register (the “Register”) for the
recordation of the names and addresses of the Lenders and the Commitment of, and
the principal amount and currency of the Loans owing to, each Lender from time
to time, which Register shall be made available to any Lender upon
request.  The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrower, each other Loan Party, the
Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register as the owner of the Loans and any Notes evidencing the
Loans recorded therein for all purposes of this Agreement.  Any
assignment of any Loan, whether or not evidenced by a Note, shall be effective
only upon appropriate entries with respect thereto being made in the Register
(and each Note shall expressly so provide).  Any assignment or
transfer of all or part of a Loan evidenced by a Note shall be registered on the
Register only upon surrender for registration of assignment or transfer of the
Note evidencing such Loan, accompanied by a duly executed Assignment and
Acceptance, and thereupon one or more new Notes shall be issued to the
designated Assignee.

     

    (e)  Upon
its receipt of an Assignment and Acceptance executed by an Assignor, an Assignee
and any other Person whose consent is required by Section 8.6(c), together with
payment to the Administrative Agent of a registration and processing fee of
$4,000 (such fee not to be payable by the Borrower, except for an assignment
pursuant to Section 2.17), the Administrative Agent shall (i) promptly accept
such Assignment and Acceptance and (ii) record the information contained therein
in the Register on the effective date determined pursuant thereto.

     

    (f)   For
avoidance of doubt, the parties to this Agreement acknowledge that the
provisions of this Section 8.6 concerning assignments relate only to absolute
assignments and that such provisions do not prohibit assignments creating
security interests, including any pledge or assignment by a Lender to any
Federal Reserve Bank in accordance with applicable law.

     

    (g)  The
Borrower, upon receipt of written notice from the relevant Lender, agrees to
issue Notes to any Lender requiring Notes to facilitate transactions of the type
described in paragraph (f) above.

     

    (h)  Each
of the Borrower, each Lender and the Administrative Agent hereby confirms that
it will not institute against a Conduit Lender or join any other Person in
instituting against a Conduit Lender any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding under any state bankruptcy or
similar law, for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating
any

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    56

     

    Conduit
Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to
institute such a proceeding against such Conduit Lender during such period of
forbearance.

     

    8.7           Adjustments; Set-off.  (a)
Except to the extent that this Agreement expressly provides for payments to be
allocated to a particular Lender or to the Lenders on a non pro rata basis, if
any Lender (a “Benefitted Lender”)
shall receive any payment of all or part of the Obligations owing to it, or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off, pursuant to events or proceedings of the nature referred to in
Section 6(g), or otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of the Obligations
owing to such other Lender, such Benefitted Lender shall purchase for cash from
the other Lenders a participating interest in such portion of the Obligations
owing to each such other Lender, or shall provide such other Lenders with the
benefits of any such collateral, as shall be necessary to cause such Benefitted
Lender to share the excess payment or benefits of such collateral ratably with
each of the Lenders; provided, however, that if all
or any portion of such excess payment or benefits is thereafter recovered from
such Benefitted Lender, such purchase shall be rescinded, and the purchase price
and benefits returned, to the extent of such recovery, but without
interest.

     

    (b)  In
addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, without prior notice to the Guarantor or the Borrower, any
such notice being expressly waived by the Guarantor and the Borrower to the
extent permitted by applicable law, upon any amount becoming due and payable by
the Guarantor or the Borrower hereunder (whether at the stated maturity, by
acceleration or otherwise), to set off and appropriate and apply against such
amount 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 such Lender or any branch or
agency thereof to or for the credit or the account of the Guarantor or the
Borrower, as the case may be.  Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such setoff and application
made by such Lender, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

     

    8.8           Counterparts.  This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.  Delivery
of an executed signature page of this Agreement by facsimile transmission shall
be effective as delivery of a manually executed counterpart hereof.  A
set of the copies of this Agreement signed by all the parties shall be lodged
with the Borrower and the Administrative Agent.

     

    8.9           Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    57

     

    8.10           Integration.  This
Agreement and the other Loan Documents represent the entire agreement of the
Guarantor, the Borrower, the Administrative Agent and the Lenders with respect
to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.

     

    8.11           GOVERNING
LAW.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.

     

    8.12           Submission To Jurisdiction;
Waivers.  The Borrower hereby irrevocably and
unconditionally:

     

    (a)  submits
for itself and its property in any legal action or proceeding relating to this
Agreement and the other Loan Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States for the Southern District of New York, and
appellate courts from any thereof;

     

    (b)  consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

     

    (c)  agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to the Borrower, as the case may be at
its address set forth in Section 8.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

     

    (d)  agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and

     

    (e)  waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.

     

    8.13           Acknowledgements.  The
Borrower hereby acknowledges that:

     

    (a)  it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;

     

    (b)  neither
the Administrative Agent nor any Lender has any fiduciary relationship with or
duty to the Borrower arising out of or in connection with this Agreement or any
of the other Loan Documents, and the relationship between 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    58

     

    
      Administrative
Agent and Lenders, on one hand, and the Borrower, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor;
and

       

    

    (c)  no
joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or
among the Borrower and the Lenders.

     

    8.14           Confidentiality.  Each
of the Administrative Agent and each Lender agrees to keep confidential all
non-public information provided to it by any Loan Party pursuant to this
Agreement that is designated by such Loan Party as confidential; provided that nothing
herein shall prevent the Administrative Agent or any Lender from disclosing any
such information (a) to the Administrative Agent, any other Lender or any Lender
Affiliate, (b) subject to an agreement to comply with the provisions of this
Section, to any actual or prospective Transferee or any direct or indirect
counterparty to any Hedge Agreement (or any professional advisor to such
counterparty), (c) to its employees, directors, agents, attorneys, accountants
and other professional advisors or those of any of its Affiliates (the “Permitted Parties”),
(d) upon the request or demand of any Governmental Authority, (e) in response to
any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (f) if requested or required to do
so in connection with any litigation or similar proceeding, (g) that has been
publicly disclosed, (h) to the National Association of Insurance Commissioners
or any similar organization or any nationally recognized rating agency that
requires access to information about a Lender’s investment portfolio in
connection with ratings issued or any insurer, insurance broker or direct or
indirect provider of credit protection with respect to such Lender or Permitted
Parties, or (i) in connection with the exercise of any remedy hereunder or under
any other Loan Document.

     

    Each
Lender acknowledges that information furnished to it pursuant to this Agreement
or the other Loan Documents may include material non-public information
concerning the Borrower and its Affiliates and their related parties or their
respective securities, and confirms that it has developed compliance procedures
regarding the use of material non-public information and that it will handle
such material non-public information in accordance with those procedures and
applicable law, including Federal and state securities laws.

     

    All
information, including requests for waivers and amendments, furnished by the
Borrower or the Administrative Agent pursuant to, or in the course of
administering, this Agreement or the other Loan Documents will be
syndicate-level information, which may contain material non-public information
about the Borrower and its Affiliates and their related parties or their
respective securities.  Accordingly, each Lender represents to the
Borrower and the Administrative Agent that it has identified in its
administrative questionnaire a credit contact who may receive information that
may contain material non-public information in accordance with its compliance
procedures and applicable law, including Federal and state securities
laws.

     

    8.15           WAIVERS
OF JURY TRIAL.  THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    59

     

    8.16           No Bankruptcy Petition
Against the Borrower; Liability of the Borrower.

     

    (a)  Each
of the Administrative Agent and the Lenders hereby covenants and agrees that,
prior to the date which is one year and one day after the payment in full of all
Loans and other amounts payable hereunder and all Pari Passu Indebtedness, it
will not institute against, or join with or assist any other Person in
instituting against, the Borrower, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any applicable
insolvency laws.  This Section 8.16 shall survive the termination of
this Agreement.

     

    (b)  Notwithstanding
any other provision hereof or of any other Loan Documents, the sole remedy of
the Administrative Agent, any Lender or any other Person against the Borrower in
respect of any obligation, covenant, representation, warranty or agreement of
the Borrower under or related to this Agreement or any other Loan Document shall
be against the assets of the Borrower.  Neither the Administrative
Agent, nor any Lender nor any other Person shall have any claim against the
Borrower 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 8.16 apply solely to the obligations of the Borrower
and shall not extinguish such shortfall or otherwise restrict such Person’s
rights or remedies against the Guarantor for purposes of the obligations of the
Guarantor to any Person under the Guaranty Agreement.

     

    8.17           Conversion of Approved
Currencies into Dollars.  Unless the context otherwise
requires, any calculation of an amount or percentage that is required to be made
by the Borrower or the Administrative Agent under the Loan Documents shall be
made by first converting any amounts denominated in Master Trust Approved
Currencies other than Dollars into Dollars at the Rate of Exchange pursuant to
Section 1.2(e).

     

    8.18           U.S.A. Patriot
Act.  Each Lender hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the
Act.

     

    [signature
page follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Revolving Credit Agreement
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.

     

    
      
        	 	BUNGE
      LIMITED FINANCE CORP.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Hunter
      Smith	 
	 	 	Printed Name:
      Hunter Smith	 
	 	 	Title:
      President	 


      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        	 	JPMORGAN
      CHASE BANK, N.A.,	 
	 	as
      Administrative Agent and Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Barbara
      R. Marks	 
	 	 	Printed
      Name: Barbara R. Marks	 
	 	 	Title:
      Executive Director	 


      

    

     

     

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	CITIBANK,
      N.A.,	 
	 	as
      Syndication Agent and Lender	 
	 	 	 	 
	
               

            	
              By:
      

            	
              /s/ Shannon
      A. Sweeney

            	 
	 	 	Printed Name:
      Shannon A. Sweeney	 
	 	 	Title:
      Vice President	 


    

     

     

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	BNP
      PARIBAS,	 
	 	as
      Documentation Agent and Lender	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Cameron
      Letters	 
	 	 	Printed Name:
      Cameron Letters	 
	 	 	Title:
      Managing Director	 


    

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Claudia
      Zarate	 
	 	 	Printed
      Name: Claudia Zarate	 
	 	 	Title:
      Vice President	 


      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        	 	CALYON
      NEW YORK BRANCH,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Greg
      Hennenfent	 
	 	 	Printed Name:
      Greg Hennenfent	 
	 	 	Title:
      Managing Director	 


      

    

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Blake
      Wright	 
	 	 	Printed Name:
      Blake Wright	 
	 	 	Title:
      Managing Director	 


      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	HSBC
      BANK USA, NATIONAL	 
	 	ASSOCIATION,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Robert
      J. Devir	 
	 	 	Printed Name:
      Robert J. Devir	 
	 	 	Title:
      Managing Director	 


      

    

     

     

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	ING
      BANK N.V.,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Anthony
      van Vliet	 
	 	 	Printed Name:
      Anthony van Vliet	 
	 	 	Title:
      Managing Director	 


      

    

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ D.
      Schut	 
	 	 	Printed Name:
      D. Schut	 
	 	 	Title:
      Vice President	 


      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	FORTIS
      BANK SA/NV, NEW YORK
      BRANCH,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Michiel
      V.M. van der Voort	 
	 	 	Printed Name:
      Michiel V.M. van der Voort	 
	 	 	Title:
      Managing Director	 


      


      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ John
      G. Sullivan	 
	 	 	Printed Name:
      John G. Sullivan	 
	 	 	Title:
      Managing Director	 
	 	 	 	 


      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	CoBank,	 
	 	as
      Lender	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Jeff
      Norte	 
	 	 	Printed Name:
      Jeff Norte	 
	 	 	Title:
      Vice President	 


    

     

     

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        	 	COÖPERATIEVE
      CENTRALE RAIFFEISEN- 	 
	 	BOERENLEENBANK
      B.A., “RABOBANK	 
	 	NEDERLAND”,
      NEW YORK BRANCH,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ John
      L. Church	 
	 	 	Printed Name:
      John L. Church	 
	 	 	Title:
      Executive Director	 


      

    

    


    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Rebecca
      Morrow	 
	 	 	Printed Name:
      Rebecca Morrow	 
	 	 	Title:
      Executive Director	 


      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	DBS
      BANK LTD., LOS ANGELES AGENCY,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ James
      McWalters	 
	 	 	Printed Name: James
      McWalters	 
	 	 	Title:
      General Manager	 


      

    

     

     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	SOCIETE
      GENERALE,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Sebastien
      Ribatto	 
	 	 	Printed Name:
      Sebastien Ribatto	 
	 	 	Title:
      Managing Director	 


      

    

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Lionel
      Autret	 
	 	 	Printed Name:
      Lionel Autret	 
	 	 	Title:
      Vice President	 


      

    

     

    


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	STANDARD
      CHARTERED BANK,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Natalia
      Cucalon	 
	 	 	Printed Name:
      Natalia Cucalon	 
	 	 	Title:
      Associate Director	 


      

    

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Robert
      K. Reddington	 
	 	 	Printed Name:
      Robert K. Reddington	 
	 	 	Title:
      AVP/Credit Documentation  	 
	 	 	
                  Credit
      Risk Control

              	 


      

    

    


     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	SUMITOMO
      MITSUI BANKING CORPORATION,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Yoshihiro
      Hyakutome	 
	 	 	Printed Name:
      Yoshihiro Hyakutome	 
	 	 	Title:
      General Manager	 


      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	NATIXIS,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Alisa
      Trani	 
	 	 	Printed Name:
      Alisa Trani	 
	 	 	Title:
      Associate Director	 


      

    

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Stephen
      A. Jendras	 
	 	 	Printed Name:
      Stephen A. Jendras	 
	 	 	Title:
      Managing Director	 


      



     

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	BANK
      OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Kenneth
      Egusa	 
	 	 	Printed Name:
      Kenneth Egusa	 
	 	 	Title:
      Vice President	 


      

    

     

     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	BANCO
      BILBAO VIZCAYA ARGENTARIA,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Miguel
      Lara	 
	 	 	Printed Name:
      Miguel Lara	 
	 	 	Title:
      Managing Director	 


      

    

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Anne-Maureen
      Sarfati	 
	 	 	Printed Name:
      Anne-Maureen Sarfati	 
	 	 	Title:
      Vice-President	 


      

    

     

    
 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	KBC
      BANK NEDERLAND N.V.,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Thomas
      Van Craen	 
	 	 	Printed Name:
      Thomas Van Craen	 
	 	 	Title:
      Company Director	 


      

    

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Jeroen
      Blok	 
	 	 	Printed Name:
      Jeroen Blok	 
	 	 	Title:
      Company Director	 
	 	 	
                  Head
      Corporate Banking

              	 


      

    

    


     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	THE
      ROYAL BANK OF SCOTLAND PLC,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Philippe
      Sandmeier	 
	 	 	Printed Name:
      Philippe Sandmeier	 
	 	 	Title:
      Managing Director	 


      

    

     

     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	TORONTO
      DOMINION (NEW YORK) LLC,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Debbi
      L. Brito	 
	 	 	Printed Name:
      Debbi L. Brito	 
	 	 	Title:
      Authorized Signatory	 


      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	UNITED
      FCS, PCA D/B/A FCS COMMERCIAL	 
	 	FINANCE
      GROUP,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Jeremy
      Voigts	 
	 	 	Printed Name:
      Jeremy Voigts	 
	 	 	Title:
      Assistant Vice President	 


      

    

    


     

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1.1

    


    COMMITMENTS

    


    


    
      	
              Lender

            	
              Commitment

            
	
              JPMorgan
      Chase Bank, N.A.

            	
              $70,000,000

            
	
              Citibank,
      N.A.

            	
              $70,000,000

            
	
              BNP
      Paribas

            	
              $70,000,000

            
	
              Calyon
      New York Branch

            	
              $60,000,000

            
	
              HSBC
      Bank USA, National Association

            	
              $60,000,000

            
	
              ING
      Bank N.V.

            	
              $60,000,000

            
	
              Fortis
      Bank SA/NV, New York Branch

            	
              $50,000,000

            
	
              CoBank

            	
              $40,000,000

            
	
              Coöperatieve
      Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, 
New
      York Branch

            	
              $40,000,000

            
	
              DBS
      Bank Ltd., Los Angeles Agency

            	
              $40,000,000

            
	
              Societe
      Generale

            	
              $40,000,000

            
	
              Standard
      Chartered Bank

            	
              $40,000,000

            
	
              Sumitomo
      Mitsui Banking Corporation

            	
              $40,000,000

            
	
              Natixis

            	
              $30,000,000

            
	
              Bank
      of Tokyo-Mitsubishi UFJ Trust Company

            	
              $30,000,000

            
	
              Banco
      Bilbao Vizcaya Argentaria

            	
              $25,000,000

            
	
              KBC
      Bank Nederland N.V.

            	
              $25,000,000

            
	
              The
      Royal Bank of Scotland plc

            	
              $25,000,000

            
	
              Toronto
      Dominion (New York), LLC

            	
              $25,000,000

            
	
              United
      FCS, PCA d/b/a FCS Commercial Finance Group

            	
              $10,000,000

            
	
              TOTAL
      COMMITMENTS

            	
              $850,000,000

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
1.1A

     

    MANDATORY
COST FORMULA

     

    
      	
              1.

            	
              The
      Mandatory Cost is an addition to the interest rate to compensate a Lender
      for the cost of compliance with (a) the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central
Bank.

            


    

     

    
      	
              2.

            	
              On
      the first day of each Interest Period (or as soon as possible thereafter)
      the Administrative Agent shall calculate, as a percentage rate, a rate
      (the “Additional Cost Rate”) for each Lender in accordance with the
      paragraphs set out below.  The Mandatory Cost will be calculated
      by the Administrative Agent as a weighted average of the Lenders’
      Additional Cost Rates (weighted in proportion to the percentage share of
      each Lender in the relevant Loan) and will be expressed as a percentage
      rate per annum.

            


    

     

    
      	
              3.

            	
              The
      Additional Cost Rate for any Lender lending from a branch office in a
      Participating Member State will be the percentage notified by that Lender
      to the Administrative Agent.  This percentage will be certified
      by that Lender in its notice to the Administrative Agent to be its
      reasonable determination of the cost (expressed as a percentage of that
      Lender’s participation in the relevant Loans) of complying with the
      minimum reserve requirements of the European Central Bank in respect of
      loans made from that branch office.

            


    

     

    
      	
              4.

            	
              The
      Additional Cost Rate for any Lender lending from a branch office in the
      United Kingdom will be calculated by the Administrative Agent in relation
      to any Loan as follows:

            


    

     

    
      
        	 	
                E×0.01

              	
                  per
      cent. per annum

              
	 	
                300

              


      

    

     

         Where:

     

    
      	
               
      

            	
              E

            	
              is
      designed to compensate Lenders for amounts payable under the Fees Rules
      and is calculated by the Administrative Agent as being the average of the
      most recent rates of charge supplied by the Reference Banks to the
      Administrative Agent pursuant to paragraph 6 below and expressed in pounds
      per £1,000,000.

            


    

     

    5.          For
the purposes of this Schedule:

     

    
      	
               
      

            	
              (a)

            	
              Fees
      Rules means the rules on periodic fees contained in the FSA Supervision
      Manual or such other law or regulation as may be in force from time to
      time in respect of the payment of fees for the acceptance of
      deposits;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Fee
      Tariffs means the fee tariffs specified in the Fees Rules under the
      activity group A.1 Deposit acceptors (ignoring any minimum fee or zero
      rated fee required pursuant to the Fees Rules but taking into account any
      applicable discount rate);

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              Reference
      Banks means JPMorgan Chase Bank, N.A., London branch and Citibank, N.A.,
      London branch or such other Lenders as may be appointed by the
      Administrative Agent in consultation with the Borrower;
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Tariff
      Base has the meaning given to it in, and will be calculated in accordance
      with, the Fees Rules.

            


    

     

    
      	
              6.

            	
              If
      requested by the Administrative Agent, each Reference Bank must, as soon
      as practicable after publication by the Financial Services Authority,
      supply to the Administrative Agent the rate of charge payable by that
      Reference Bank to the Financial Services Authority under the Fees Rules
      for that financial year of the Financial Services Authority (calculated by
      that Reference Bank as being the average of the Fee Tariffs applicable to
      that Reference Bank for that financial year) and expressed in pounds per
      £1 million of the Tariff Base of that Reference
  Bank.

            


    

     

    
      	
              7.

            	
              Each
      Lender must supply to the Administrative Agent the information required by
      it to make a calculation of the Additional Cost Rate for that
      Lender.  In particular, each Lender must supply the following
      information on or prior to the date on which it becomes a
      Lender:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      jurisdiction of its applicable branch office;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      other information that the Administrative Agent reasonably requires for
      that purpose.

            


    

     

    Each
Lender must promptly notify the Administrative Agent of any change to the
information supplied to it under this paragraph.

     

    
      	
              8.

            	
              The
      rates of charge of each Reference Bank for the purpose of E above are
      determined by the Administrative Agent based upon the information supplied
      to it under paragraphs 6 and 7 above and on the assumption that, unless a
      Lender notifies the Administrative Agent to the contrary, each Lender’s
      obligations in relation to cash ratio deposits are the same as those of a
      typical bank from its jurisdiction of incorporation with a branch office
      in the same jurisdiction as its branch
office.

            


    

     

    
      	
              9.

            	
              The
      Administrative Agent shall have no liability to any person if such
      determination results in an Additional Cost Rate which over or under
      compensates any Lender and shall be entitled to assume that the
      information provided by any Lender or Reference Bank pursuant to
      paragraphs 3, 6 and 7 above is true and correct in all
      respects.

            


    

     

    
      	
              10.

            	
              The
      Administrative Agent shall distribute the additional amounts received as a
      result of the Mandatory Cost to the Lenders on the basis of the Additional
      Cost Rate for each Lender based on the information provided by each Lender
      and each Reference Bank pursuant to paragraphs 3, 6 and 7
      above.

            


    

     

    
      	
              11.

            	
              Any
      determination by the Administrative Agent pursuant to this Schedule in
      relation to a formula, the Mandatory Cost, an Additional Cost Rate or any
      amount payable to a Lender

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                shall,
      in the absence of manifest error, be conclusive and binding on all parties
      to this Agreement.

              


      

       

    

    
      	
              12.

            	
              The
      Administrative Agent may from time to time, after consultation with the
      Borrower and the Lenders, determine and notify to all parties to this
      Agreement any amendments which are required to be made to this Schedule in
      order to comply with any change in law, regulation or any requirements
      from time to time imposed by the Bank of England, the Financial Services
      Authority or the European Central Bank (or, in any case, any other
      authority which replaces all or any of its functions) and any such
      determination shall, in the absence of manifest error, be conclusive and
      binding on all parties to this
Agreement.

            


    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3.3

    


    CONSENTS, AUTHORIZATIONS,
FILINGS AND NOTICES

    


    


    None.

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    FORM OF
GUARANTY AGREEMENT

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B-1

    


    FORM OF
BORROWER RESPONSIBLE OFFICER’S CERTIFICATE

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B-2

    


    FORM OF
BORROWER SECRETARY CERTIFICATE

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B-3

    


    FORM OF
GUARANTOR RESPONSIBLE OFFICER’S CERTIFICATE

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B-4

    


    FORM OF
GUARANTOR SECRETARY CERTIFICATE

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

    


    FORM OF
ASSIGNMENT AND ACCEPTANCE

     

    Reference
is made to the Revolving Credit Agreement, dated as of November 18, 2008 (as
amended, supplemented or otherwise modified prior to the Effective Date (as
defined below), the “Agreement”), among
BUNGE LIMITED FINANCE CORP. (the “Borrower”), the
Lenders named therein, and JPMORGAN CHASE BANK, N.A., as Administrative Agent
(the “Agent”).  Terms
defined in the Agreement are used herein with the same meanings.

     

    _______________
(the “Assignor”) and
________________ (the “Assignee”) agree as
follows:

     

    1.           The
Assignor hereby irrevocably sells and assigns to the Assignee without recourse
to the Assignor, and the Assignee hereby irrevocably purchases and assumes from
the Assignor without recourse to the Assignor, as of the Effective Date, a
_____% interest (the “Assigned Interest”)
in and to the Assignor’s rights and obligations under the Agreement with respect
to those credit facilities contained in the Agreement as are set forth on
Schedule 1 hereto (individually, an “Assigned Facility”;
collectively, the “Assigned
Facilities”), in a principal amount for each Assigned Facility as set
forth on Schedule 1 (the aggregate Dollar Equivalent principal amount of which
is not less than $5,000,000, except in the case of an assignment of all the
Assignee’s interests under the Agreement).

     

    2.           The
Assignor (i) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Agreement or any other
instrument or document furnished pursuant thereto, other than that it has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, the Guarantor, any of its Subsidiaries or
any other obligor or the performance or observance by the Borrower, the
Guarantor, any of its Subsidiaries or any other obligor of any of their
respective obligations under the Agreement or any other instrument or document
furnished pursuant hereto or thereto; and (iii) attaches the promissory note(s)
(if any) held by it evidencing the Assigned Facilities and (a) requests that the
Agent (upon request by the Assignee) exchange such promissory note(s) for a new
promissory note or promissory notes payable to the Assignee and (b) if the
Assignor has retained any interest in the Assigned Facilities, requests that the
Agent exchange the attached promissory note(s) for a new promissory note or
promissory notes payable to the Assignor, in each case, in the amount which
reflects the assignment being made hereby (and after giving effect to any other
assignments which have become effective on the Effective Date).

     

    3.           The
Assignee (i) represents and warrants that it is legally authorized to enter into
this Assignment and Acceptance; (ii) confirms that it has received a copy of the
Agreement, together with copies of the financial statements delivered pursuant
to subsections 5.1(f) and 5.1(g) thereof and subsection 8.1(a) of the Guaranty,
dated November 18, 2008,  by Bunge Limited in favor of the Agent and
such other documents and information as it has deemed

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    appropriate
to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (iii) agrees that it will, independently and without reliance upon
the Assignor, the Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Agreement or any other
instrument or document furnished pursuant hereto or thereto; (iv) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Agreement or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the Agent by
the terms thereof, together with such powers as are incidental thereto; and (v)
agrees that it will be bound by the provisions of the Agreement and will perform
in accordance with its terms all the obligations which by the terms of the
Agreement are required to be performed by it as a Lender including, if it is
organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to subsection 2.13(d) of the Agreement to deliver the forms
prescribed by the Internal Revenue Service of the United States certifying as to
the Assignee’s exemption from United States withholding taxes with respect to
all payments to be made to the Assignee under the Agreement, or such other
documents as are necessary to indicate that all such payments are subject to
such tax at a rate reduced by an applicable tax treaty.

     

    4.           The
effective date of this Assignment and Acceptance shall be _________, 20__ (the
“Effective
Date”).  Following the execution of this Assignment and
Acceptance, it will be delivered to the Agent for acceptance by it and recording
by the Agent pursuant to subsection 8.6(c) of the Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the Agent, be
earlier than five (5) Business Days after the date of such acceptance and
recording by the Agent).

     

    5.           Upon
such acceptance and recording, from and after the Effective Date, the Agent
shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignee whether such
amounts have accrued prior to the Effective Date or accrue on or subsequent to
the Effective Date.  The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Agent for periods prior to the
Effective Date or with respect to the making of this assignment directly between
themselves.

     

    6.           From
and after the Effective Date, (i) the Assignee shall be a party to the Agreement
and, to the extent provided in this Assignment and Acceptance, have the rights
and obligations of a Lender thereunder and shall be bound by the provisions
thereof and (ii) the Assignor shall, to the extent provided in this Assignment
and Acceptance, relinquish its rights and be released from its obligations under
the Agreement.

     

    7.           This
Assignment and Acceptance shall be governed by and construed in accordance with
the laws of the State of New York.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance
to be executed as of ________, 20__ by their respective duly authorized officers
on Schedule 1 hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
1

    to
Assignment and Acceptance

    relating
to the Revolving Credit Agreement dated as of November 18, 2008, among BUNGE
LIMITED FINANCE CORP., the Lenders named therein, and JPMORGAN CHASE BANK, N.A.,
as administrative agent (in such capacity, the “Agent”).

     

    
      	
              Name
      of Assignor:

               

              Name
      of Assignee:

               

              Effective
      Date of Assignment:

            
	 
      	 	
              
                Dollar
      Equivalent of

                Principal

                Amount
      Assigned

                 

                 

              

            	 	
              
                Commitment
      Percentage Assigned

                (to
      at least fifteen decimals) (shown

                as
      a percentage of aggregate

                principal
      amount of all Lenders)

                 

                 

              

            
	 


    

     

    
      	Accepted:	 	 	 
	 	 	 	 
	[ASSIGNOR]	 	[ASSIGNEE]	 
	 	 	 	 
	 	 	 	 	 	 
	By:	
               

            	 	
              By:
      

            	 	 
	 	Name:
      	 	 	Name:
      	 
	 	Title:
      	 	 	Title:
      	 
	 	 	 	 	 	 


    

     

    
       

      
        	
                Consented To:1

              	 	 	 
	 	 	 	 
	JPMORGAN
      CHASE BANK, N.A.,	 	BUNGE
      LIMITED FINANCE CORP.	 
	as
      Agent	 	 	 
	 	 	 	 
	 	 	 	 	 	 
	By:	
                 

              	 	
                By:
      

              	 	 
	 	Name:
      	 	 	Name:
      	 
	 	Title:
      	 	 	Title:
      	 
	 	 	 	 	 	 


      

    

     

    
      


      
        
          

        

        
          	
                  1

                	
                  Consent of the Administrative
      Agent and the Borrower is required only with respect to assignments to a
      Person not then a Lender or a Lender Affiliate and any assignment of the
      Commitment to a Person that does not have a Commitment (except that the
      consent of the Borrower shall not be required for any assignment that
      occurs when an Event of Default shall have occurred and be
      continuing).  The Agent shall fax executed copies of any
      Assignment and Acceptance to J.P. Morgan Europe Limited at 44 207
      7772360.

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
D-1

    


    FORM OF
LEGAL OPINION OF WINSTON & STRAWN LLP

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
EXHIBIT
D-2

    


    FORM OF
LEGAL OPINION OF CONYERS, DILL AND PEARMAN

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

    


    FORM OF
EXEMPTION CERTIFICATE

    


    Reference
is made to the Revolving Credit Agreement, dated as of November 18, 2008 (as
amended, supplemented or otherwise modified from time to time, the “Revolving Credit
Agreement”) among BUNGE LIMITED FINANCE CORP., a Delaware corporation
(the “Borrower”), the
several banks and other financial institutions from time to time parties thereto
(the “Lenders”), and
JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in
such capacity, the “Administrative
Agent”).  Capitalized terms used herein that are not defined
herein shall have the meanings ascribed to them in the Revolving Credit
Agreement.  _______________________ (the “Non-U.S. Lender”) is
providing this certificate pursuant to subsection 2.13(d) of the Credit
Agreement.  The Non-U.S. Lender hereby represents and warrants
that:

    


    1.      The
Non-U.S. Lender is the sole record and beneficial owner of the Loans or the
obligations evidenced by Note(s) in respect of which it is providing this
certificate.

     

    2.      The
Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the
Internal Revenue Code of 1986, as amended (the “Code”).  In
this regard, the Non-U.S. Lender further represents and warrants
that:

     

    (a)           the
Non-U.S. Lender is not subject to regulatory or other legal requirements as a
bank in any jurisdiction; and

     

    (b)           the
Non-U.S. Lender has not been treated as a bank for purposes of any tax,
securities law or other filing or submission made to any Governmental Authority,
any application made to a rating agency or qualification for any exemption from
tax, securities law or other legal requirements;

     

    3.      The
Non-U.S. Lender is not a 10-percent shareholder of the Borrower within the
meaning of Section 881(c)(3)(B) of the Code; and

     

    4.      The
Non-U.S. Lender is not a controlled foreign corporation receiving interest from
a related person within the meaning of Section 881(c)(3)(C) of the
Code.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the undersigned has duly executed this
certificate.

     

     

    
      	 	 	 	[NAME
      OF NON-U.S. LENDER]	 
	 	 	 	 	 	 
	
               

            	 	 	
              By:
      

            	 	 
	 	 	 	 	Name:
      	 
	 	 	 	 	Title:
      	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Date:
      	 	 	 	 	 


    

     

     

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
F

     

    FORM
OF

    COMMITMENT
INCREASE SUPPLEMENT

     

    COMMITMENT
INCREASE SUPPLEMENT, dated _________________ (this “Supplement”), to the
Revolving Credit Agreement, dated as of November 18, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Agreement”), among
Bunge Limited Finance Corp. (the “Borrower”), the
lenders parties thereto (the “Lenders”), JPMorgan
Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders, Citibank, N.A., as syndication agent, BNP
PARIBAS, as documentation agent.

     

    W I T N E
S S E T H :

     

    WHEREAS,
pursuant to subsection 2.1(b)(i) of the Agreement, the Borrower has the right,
subject to the terms and conditions thereof, to effectuate from time to time an
increase in the aggregate Commitments under the Agreement by requesting one or
more Lenders to increase the amount of its Commitment;

     

    WHEREAS,
the Borrower has given notice to the Administrative Agent of its intention to
increase the aggregate Commitments pursuant to such subsection 2.1(b)(i);
and

     

    WHEREAS,
pursuant to subsection 2.1(b)(ii) of the Agreement, the undersigned Increasing
Lender now desires to increase the amount of its Commitment under the Agreement
by executing and delivering to the Borrower and the Administrative Agent a
supplement to the Agreement in substantially the form of this
Supplement;

     

    NOW
THEREFORE, each of the parties hereto hereby agrees as follows:

     

    1.      The
undersigned Increasing Lender agrees, subject to the terms and conditions of the
Agreement, that on the date this Supplement is accepted by the Borrower and
acknowledged by the Administrative Agent it shall have its Commitment increased
by $______________, thereby making the amount of its Commitment
$______________.

     

    2.      The
Borrower hereby represents and warrants that each of the representations and
warranties made by the Borrower in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of such date as if made on
and as of such date (unless any representations and warranties expressly relate
to an earlier date, in which case they shall have been true and correct in all
material respects as of such earlier date); provided that, the
representations and warranties made in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall
be true and correct in all respects on and as of such date as if made on and as
of such date.

     

    3.      The
Guarantor hereby represents and warrants that each of the representations and
warranties made by the Guarantor and each of its Subsidiaries in or pursuant to
the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Loan
Documents shall be true and correct in all material respects on and as of such
date as if made on and as of such date (unless any representations and
warranties expressly relate to an earlier date, in which case they shall have
been true and correct in all material respects as of such earlier
date).

     

    4.      Terms
defined in the Agreement shall have their defined meanings when used
herein.

     

    5.      This
Supplement shall be governed by, and construed in accordance with, the laws of
the State of New York.

     

    6.      This
Supplement may be executed in any number of counterparts and by 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 document.

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, each of the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

     

    
      
        	 	[INSERT
      NAME OF INCREASING LENDER],	 
	 	as
      Increasing Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:
      	 
	 	 	Title:
      	 
	 	 	 	 


      

    

    
       

      
        	Agreed
      and accepted this ____ day of	 	 	 
	____________,
      ____.	 	 	 
	 	 	 	 
	BUNGE
      LIMITED FINANCE CORP., as Borrower	 	 	 
	 	 	 	 	 	 
	By:	
                 

              	 	
                 

              	 	 
	 	Name:
      	 	 	 	 
	 	Title:
      	 	 	 	 
	 	 	 	 	 	 


      

    

    
      
         

        
          	BUNGE
      LIMITED, as Guarantor	 	 	 
	 	 	 	 	 	 
	By:	
                   

                	 	
                   

                	 	 
	 	Name:
      	 	 	 	 
	 	Title:
      	 	 	 	 
	 	 	 	 	 	 


        

      

      
        
           

          
            	Acknowledged
      this ____ day of	 	 	 
	____________,
      ____.	 	 	 
	 	 	 	 
	JPMORGAN
      CHASE BANK, N.A.,	 	 	 
	as
      Administrative Agent	 	 	 
	 	 	 	 	 	 
	By:	
                     

                  	 	
                     

                  	 	 
	 	Name:
      	 	 	 	 
	 	Title:
      	 	 	 	 
	 	 	 	 	 	 


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    


    EXHIBIT
G

     

    FORM
OF

    ADDITIONAL
LENDER SUPPLEMENT

     

    


    ADDITIONAL
LENDER SUPPLEMENT, dated _________________ (this “Supplement”), to the
Revolving Credit Agreement, dated as of November 18, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Agreement”), among
Bunge Limited Finance Corp. (the “Borrower”), the
lenders parties thereto (the “Lenders”), JPMorgan
Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders, Citibank, N.A., as syndication agent and BNP
Paribas, as documentation agent.

     

    W I T N E
S S E T H :

     

    WHEREAS,
the Agreement provides in subsection 2.1(b)(ii) thereof that any financial
institution, although not originally a party thereto, may become a party to the
Agreement following consultation by the Borrower with the Administrative Agent,
by executing and delivering to the Borrower and the Administrative Agent a
supplement to the Agreement in substantially the form of this Supplement;
and

     

    WHEREAS,
the undersigned Additional Lender was not an original party to the Agreement but
now desires to become a party thereto;

     

    NOW,
THEREFORE, each of the parties hereto hereby agrees as follows:

     

    1.      The
undersigned Additional Lender agrees to be bound by the provisions of the
Agreement and agrees that it shall, on the date this Supplement is accepted by
the Borrower and acknowledged by the Administrative Agent, become a Lender for
all purposes of the Agreement to the same extent as if originally a party
thereto, with a Commitment of $_______________.

     

    2.      The
undersigned Additional Lender (a) represents and warrants that it is legally
authorized to enter into this Supplement; (b) confirms that it has received a
copy of the Agreement, together with copies of the most recent financial
statements delivered pursuant to Sections 5.1(f) and (g) thereof, as applicable,
and has reviewed such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Supplement; (c) agrees that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Agreement or any other
instrument or document furnished pursuant hereto or thereto; (d) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Agreement or any other
instrument or document furnished pursuant hereto or thereto as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    will be
bound by the provisions of the Agreement and will perform all the obligations
which by the terms of the Agreement are required to be performed by it as a
Lender.

     

    3.      The
undersigned’s address for notices for the purposes of the Agreement is as
follows:

     

    
      	
               

            	
              
                [Address]

                Attention:

                Tel.
      No.: ___________

                Telecopy:
      __________

              

            


    

     

    4.      The
Borrower hereby represents and warrants that each of the representations and
warranties made by the Borrower in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of such date as if made on
and as of such date (unless any representations and warranties expressly relate
to an earlier date, in which case they shall have been true and correct in all
material respects as of such earlier date); provided that, the
representations and warranties made in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall
be true and correct in all respects on and as of such date as if made on and as
of such date.

     

    5.      The
Guarantor hereby represents and warrants that each of the representations and
warranties made by the Guarantor and each of its Subsidiaries in or pursuant to
the Loan Documents shall be true and correct in all material respects on and as
of such date as if made on and as of such date (unless any representations and
warranties expressly relate to an earlier date, in which case they shall have
been true and correct in all material respects as of such earlier
date).

     

    6.      Terms
defined in the Agreement shall have their defined meanings when used
herein.

     

    7.      This
Supplement shall be governed by, and construed in accordance with, the laws of
the State of New York.

     

    8.      This
Supplement may be executed in any number of counterparts and by 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 document.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, each of the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

     

     

    
      
        
          	 	[INSERT
      NAME OF ADDITIONAL LENDER],	 
	 	as
      Additional Lender	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:
      	 
	 	 	Title:
      	 
	 	 	 	 


        

      

      
         

        
          	Agreed
      and accepted this ____ day of	 	 	 
	____________,
      ____.	 	 	 
	 	 	 	 
	BUNGE
      LIMITED FINANCE CORP., as Borrower	 	 	 
	 	 	 	 	 	 
	By:	
                   

                	 	
                   

                	 	 
	 	Name:
      	 	 	 	 
	 	Title:
      	 	 	 	 
	 	 	 	 	 	 


        

      

      
        
           

          
            	BUNGE
      LIMITED, as Guarantor	 	 	 
	 	 	 	 	 	 
	By:	
                     

                  	 	
                     

                  	 	 
	 	Name:
      	 	 	 	 
	 	Title:
      	 	 	 	 
	 	 	 	 	 	 


          

        

        
          
             

            
              	Acknowledged
      this ____ day of	 	 	 
	____________,
      ____.	 	 	 
	 	 	 	 
	JPMORGAN
      CHASE BANK, N.A.,	 	 	 
	as
      Administrative Agent	 	 	 
	 	 	 	 	 	 
	By:	
                       

                    	 	
                       

                    	 	 
	 	Name:
      	 	 	 	 
	 	Title: