EXHIBIT
10.2



     

    GUARANTY

     

    This
Guaranty (as amended, supplemented or otherwise modified in accordance with the
terms hereof and in effect from time to time, this “Guaranty”) is made as
of the 18th day of November, 2008 by Bunge Limited, a company incorporated under
the laws of Bermuda (together with any successors or assigns permitted
hereunder, “BL”
or “Guarantor”)
to JPMorgan Chase Bank, N.A. in its capacity as the administrative agent
(together with its successors and assigns, the “Administrative
Agent”) under the Revolving Credit Agreement, dated as of November 18,
2008 (as amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, the “Credit Agreement”),
among Bunge Limited Finance Corp., a Delaware corporation (“BLFC”), the
Administrative Agent and the financial institutions from time to time party
thereto (each a “Lender” and
collectively, the “Lenders”), for the
benefit of the Lenders.

     

    WITNESSETH:

     

    WHEREAS,
pursuant to the Credit Agreement the Lenders have agreed to make revolving loans
denominated in Dollars and Euros (the “Loans”) to BLFC from
time to time;

     

    WHEREAS,
the execution and delivery of this Guaranty is a condition precedent to the
effectiveness of the Credit Agreement;

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the parties hereby agree as follows:

     

    Section
1.   Definitions.  For all purposes
of this Guaranty, except as otherwise expressly provided in Annex A hereto or
unless the context otherwise requires, capitalized terms used herein shall have
the meanings assigned to such terms in the Credit Agreement.

     

    Section
2.   Guaranty.  The Guarantor
hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty
Obligations”) the prompt and punctual payment of all Obligations due and
owing (whether at the stated maturity, by acceleration, or otherwise) under the
Credit Agreement and the other Loan Documents whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred.  All payments by the Guarantor under this Guaranty shall be
made in Euros (if made with respect to principal of and interest on Loans
denominated in Euros) or Dollars (if made with respect to any other amount) and
(i) with respect to Loans, shall be made to the Administrative Agent for
disbursement pro rata (determined at the time such payment is sought) to the
Lenders in accordance with their respective Aggregate Exposure Percentages, (ii)
with respect to fees, expenses and indemnifications owed to the Lenders, shall
be made to the Administrative Agent for disbursement pro rata (determined at the
time such payment is sought) to the Lenders in accordance with their respective
Aggregate Exposure Percentages (except as otherwise provided in the Credit
Agreement with respect to Defaulting Lenders) and (iii) with respect to
fees,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    expenses
and indemnifications owed to the Administrative Agent in its capacity as such,
shall be made to the Administrative Agent.  This Guaranty shall remain
in full force and effect until the Guaranty Obligations are paid in full and the
Commitments are terminated, notwithstanding that from time to time prior thereto
BLFC may be free from any payment obligations under the Loan
Documents.  This Guaranty is a guaranty of payment and not of
collection.

     

    Section
3.   Guaranty
Absolute.  The Guarantor
guarantees that the Guaranty Obligations will be paid, regardless of any
applicable law, regulation or order now or hereinafter in effect in any
jurisdiction affecting any of such terms or the rights of the Administrative
Agent or any Lender with respect thereto.  The liability of the
Guarantor under this Guaranty shall be irrevocable, absolute and unconditional
irrespective of, and the Guarantor hereby irrevocably waives any defenses it may
now or hereafter acquire in any way relating to, any or all of the
following:

     

    (a)           Any
lack of validity or enforceability of or defect or deficiency in the Credit
Agreement, any Transaction Document or Loan Document or any other agreement or
instrument executed in connection with or pursuant thereto;

     

    (b)           Any
change in the time, manner, terms or place of payment of, or in any other term
of, all or any of the Guaranty Obligations, or any other amendment or waiver of
or any consent to departure from the Credit Agreement, any Transaction Document
or Loan Document or any other agreement or instrument relating thereto or
executed in connection therewith or pursuant thereto;

     

    (c)           Any
sale, exchange or non-perfection of any property standing as security for the
liabilities hereby guaranteed or any liabilities incurred directly or indirectly
hereunder or any setoff against any of said liabilities, or any release or
amendment or waiver of or consent to departure from any other guaranty, for all
or any of the Guaranty Obligations;

     

    (d)           The
failure of the Administrative Agent or a Lender to assert any claim or demand or
to enforce any right or remedy against BLFC or any other Person hereunder or
under the Credit Agreement or any Transaction Document or any Loan
Document;

     

    (e)           Any
failure by BLFC in the performance of any obligation with respect to the Credit
Agreement or any other Loan Document;

     

    (f)           Any change in the corporate existence, structure or
ownership of BLFC, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting BLFC or its assets or resulting release or
discharge of any of the Guaranty Obligations;

     

    (g)           Any
other circumstance which might otherwise constitute a defense available to, or a
discharge of, the Guarantor, BLFC or any other Person

     

    
      
        
        

      

      
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    (including
any other guarantor) that is a party to any document or instrument executed in
respect of the Guaranty Obligations;

     

    (h)           Any
limitation of BLFC’s obligations pursuant to subsection 8.16(b) of
the Credit Agreement; or

     

    (i)           Any
law, regulation, decree or order of any jurisdiction, or any other event,
affecting any term of any Guaranty Obligations or the Administrative Agent’s or
the Lenders’ rights with respect thereto, including, without limitation: (A) the
application of any such law, regulation, decree or order, including any prior
approval, which would prevent the exchange of a currency other than Dollars for
Dollars or the remittance of funds outside of such jurisdiction or the
unavailability of Dollars in any legal exchange market in such jurisdiction in
accordance with normal commercial practice; or (B) a declaration of banking
moratorium or any suspension of payments by banks in such jurisdiction or the
imposition by such jurisdiction or any governmental authority thereof of any
moratorium on, the required rescheduling or restructuring of, or
required  approval of payments on, any indebtedness in such
jurisdiction; or (C) any expropriation, confiscation, nationalization or
requisition by such country or any governmental authority that directly or
indirectly deprives the Borrower of any assets or their use or of the ability to
operate its business or a material part thereof; or (D) any war (whether or not
declared), insurrection, revolution, hostile act, civil strife or similar events
occurring in such jurisdiction which has the same effect as the events described
in clause (A), (B) or (C) above (in each of the cases contemplated in clauses
(A) through (D) above, to the extent occurring or existing on or at any time
after the date of this Guaranty).

     

    The
obligations of the Guarantor under this Guaranty shall not be affected by the
amount of credit extended to BLFC, any repayment by BLFC to the Administrative
Agent or the Lenders (in each case, other than the full and final payment of all
of the Guaranty Obligations), allocation by the Administrative Agent or the
Lenders of any repayment, any compromise or discharge of the Guaranty
Obligations, any application, release or substitution of collateral or other
security therefore, release of any guarantor, surety or other person obligated
in connection with any document or instrument executed in respect of the
Guaranty Obligations, or any further advances to BLFC.

     

    Without
limiting the generality of the foregoing, the Guarantor guarantees that it shall
pay the Administrative Agent strictly in accordance with the express terms of
any document or agreement evidencing any Guaranty Obligation.

     

    It is the
intent of this Section
3 that the Guaranty Obligations hereunder are and shall be irrevocable,
continuing, absolute and unconditional under any and all
circumstances.

     

    Section
4.   Waiver.  The
Guarantor hereby waives (a) promptness, diligence, notice of acceptance,
presentment, demand, protest, notice of protest and dishonor, notice of default,
notice of intent to accelerate, notice of acceleration and any other notice with
respect to

     

    
      
        
        

      

      
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    any of
the Guaranty Obligations and this Guaranty, (b) any requirement that the
Administrative Agent or the Lenders protect, secure, perfect or insure any
security interest or Lien on any property subject thereto or exhaust any right
or take any action against BLFC or any other Person or entity or any collateral
or that BLFC or any other Person or entity be joined in any action hereunder,
(c) the defense of the statute of limitations in any action under this Guaranty
or for the collection or performance of the Guaranty Obligations, (d) any
defense arising by reason of any lack of corporate authority, (e) any defense
based upon any guaranteed party’s errors or omissions in the administration of
the Guaranty Obligations except to the extent that any error or omission is
caused by such guaranteed party’s bad faith, gross negligence or willful
misconduct, (f) any rights to set-offs and counterclaims and (g) any defense
based upon an election of remedies which destroys or impairs the subrogation
rights of the Guarantor or the right of the Guarantor to proceed against BLFC or
any other obligor of the Guaranty Obligations for reimbursement.  All
dealings between BLFC or the Guarantor, on the one hand, and the Administrative
Agent and the Lenders, on the other hand, shall likewise be conclusively
presumed to have been had or consummated in reliance upon this
Guaranty.  Should the Administrative Agent seek to enforce the
obligations of the Guarantor hereunder by action in any court, the Guarantor
waives any necessity, substantive or procedural, that a judgment previously be
rendered against BLFC or any other Person, or that any action be brought against
BLFC or any other Person, or that BLFC or any other Person should be joined in
such cause.  Such waiver shall be without prejudice to the
Administrative Agent at its option to proceed against BLFC or any other Person,
whether by separate action or by joinder.  The Guarantor further
expressly waives each and every right to which it may be entitled by virtue of
the suretyship law of the State of New York or any other applicable
jurisdiction.

     

    Section
5.   Several
Obligations; Continuing Guaranty.  The obligations of the
Guarantor hereunder are separate and apart from BLFC or any other Person (other
than the Guarantor), and are primary obligations concerning which the Guarantor
is the principal obligor.  The Guarantor agrees that this Guaranty is
a continuing guaranty and that it shall not be discharged except by payment in
full of the Guaranty Obligations, termination of the Commitments and complete
performance of the obligations of the Guarantor hereunder. The obligations of
the Guarantor hereunder shall not be affected in any way by the release or
discharge of BLFC from the performance of any of the Guaranty Obligations,
whether occurring by reason of law or any other cause, whether similar or
dissimilar to the foregoing.

     

    Section
6.   Subrogation
Rights.  If any amount
shall be paid to the Guarantor on account of subrogation rights at any time when
all the Guaranty Obligations shall not have been paid in full, such amount shall
be held in trust for the benefit of the Administrative Agent and shall forthwith
be paid to the Administrative Agent to be applied to the Guaranty Obligations as
specified in the Loan Documents.  If (a) the Guarantor makes a payment
to the Administrative Agent of all or any part of the Guaranty Obligations and
(b) all the Guaranty Obligations have been paid in full and the Commitments have
terminated, the Administrative Agent will, at the Guarantor’s request, execute
and deliver to the Guarantor appropriate documents, without recourse and without
representation or warranty of any kind whatsoever, necessary to evidence the
transfer by subrogation to the Guarantor of any interest in the Guaranty
Obligations resulting

     

    
      
        
        

      

      
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    from such
payment by the Guarantor.  The Guarantor hereby agrees that it shall
have no rights of subrogation, reimbursement, exoneration, contribution or
indemnification or any right to participate in any claim or remedy of the
Administrative Agent or any Lender against BLFC with respect to amounts due to
the Administrative Agent or the Lenders until such time as all obligations of
BLFC to the Lenders and the Administrative Agent have been paid in full, the
Commitments have been terminated and the Credit Agreement has been
terminated.

     

    Section
7.   Representations and
Warranties.  The Guarantor hereby represents and warrants as
follows:

     

    (a)           Financial
Condition.

     

    (i)           The
consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as
at December 31, 2007 and the related consolidated statements of income for the
fiscal year ended on such date, reported on by the Guarantor’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 Guarantor and its consolidated
Subsidiaries 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).

     

    (ii)           Except
as disclosed in Schedule VI attached hereto, neither the Guarantor nor its
consolidated Subsidiaries had, at the date of the most recent balance sheet
referred to above, any material guarantee obligation, contingent liability (as
defined in accordance with GAAP), or any long-term lease or unusual forward or
long-term commitment, including, without limitation, any interest rate or
foreign currency swap or exchange transaction, which is not reflected in the
foregoing statements or in the notes thereto, except for guarantees, indemnities
or similar obligations of the Guarantor or a consolidated Subsidiary supporting
obligations of one Subsidiary to another Subsidiary.

     

    (iii)          During
the period from December 31, 2007 to and including the date hereof, except as
disclosed in Schedule VI attached hereto, neither the Guarantor nor its
consolidated Subsidiaries has sold, transferred or otherwise disposed of any
material part of its business or property, nor has it purchased or otherwise
acquired any business or property (including any capital stock of any other
Person) material in relation to the consolidated financial condition of the
Guarantor and its consolidated Subsidiaries at December 31, 2007.

     

    (b)           No
Change.  Since December 31, 2007, except as disclosed in
Schedule I hereof, there has been no development or event which has had or
could, in the

     

    
      
        
        

      

      
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    Guarantor’s
good faith reasonable judgment, reasonably be expected to have a Material
Adverse Effect.

     

    (c)           Corporate Existence;
Compliance with Law.  The Guarantor and each of its
Subsidiaries (i) is duly organized and validly existing under the laws of the
jurisdiction of its incorporation, (ii) has the corporate power and authority,
and the legal right, to own and operate its property, to lease the property it
operates as lessee and to conduct the business in which it is currently engaged,
(iii) is duly qualified under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such
qualification, except where the failure to be so duly qualified could not
reasonably be expected to have a Material Adverse Effect, (iv) is in compliance
with all Requirements of Law and Contractual Obligations, except any
non-compliance which could not reasonably be expected to have a Material Adverse
Effect, and (v) 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).

     

    (d)           Corporate Power;
Authorization; Enforceable Obligations.  The Guarantor and each
of its Subsidiaries has the corporate power and authority, and the legal right,
to make, deliver and perform this Guaranty and each of the other Loan Documents
and Transaction Documents to which such Person is a party and to borrow
thereunder and has taken all necessary corporate action to authorize (i) the
borrowings on the terms and conditions of the Loan Documents and Transaction
Documents to which such Person is a party, (ii) the execution, delivery and
performance of this Guaranty and each of the other Loan Documents and
Transaction Documents to which such Person is a party and (iii) the remittance
of payments in the applicable currency of all amounts payable hereunder and
thereunder.  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 borrowings under the Loan Documents or
Transaction Documents, the remittance of payments in the applicable currency in
accordance with the terms hereof and thereof or with the execution delivery,
performance, validity or enforceability of this Guaranty and each of the other
Loan Documents and Transaction Documents.  This Guaranty and each of
the other Loan Documents and Transaction Documents to which the Guarantor and/or
any of its Subsidiaries are a party have been duly executed and delivered on
behalf of the Guarantor and each of its Subsidiaries.  Each of this
Guaranty and each of the other Loan Documents and Transaction Documents to which
they are a party constitutes a legal, valid and binding obligation of the
Guarantor and each of its Subsidiaries enforceable against the Guarantor and
each of its Subsidiaries in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the

     

    
      
        
        

      

      
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    enforcement
of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or law).

     

    (e)           No Legal
Bar.  The execution, delivery and performance by the Guarantor
of this Guaranty, and by it and each of its Subsidiaries of the other Loan
Documents and Transaction Documents to which each such entity is a party, the
borrowings thereunder and the use of the proceeds thereof will not violate any
Requirement of Law or Contractual Obligation to which the Guarantor or its
Subsidiaries is a party or by which it is bound and will not result in, or
require, the creation or imposition of any Lien on any of the properties or
revenues of any of the Guarantor or its Subsidiaries pursuant to any such
Requirement of Law or Contractual Obligation.

     

    (f)           No Material
Litigation.  Except as disclosed in Schedule VII attached
hereto, no litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of the Guarantor,
threatened by or against the Guarantor or any of its Subsidiaries or against any
of their respective properties or revenues (a) with respect to this Guaranty or
the other Loan Documents and Transaction Documents or any of the transactions
contemplated hereby or (b) which could reasonably be expected to have a Material
Adverse Effect.

     

    (g)           Ownership of Property;
Liens.  The Guarantor and each of its Subsidiaries has good
record and marketable title in fee simple to, or a valid leasehold interest in,
all its material real property, and good title to, or a valid leasehold interest
in, all its other material property except for defects in title which would not
have a Material Adverse Effect, and none of the property is subject to any Lien,
other than Permitted Liens.

     

    (h)           Environmental
Matters.  The Guarantor and its Subsidiaries have obtained all
permits, licenses and other authorizations that are necessary to operate their
respective business and required under all applicable Environmental Laws, except
where the failure to do so would not reasonably be expected to have a Material
Adverse Effect. Except as set forth on Schedule II attached hereto, (i)
Hazardous Materials have not at any time been generated, used, treated or stored
on, released or disposed of on, or transported to or from, any property owned,
leased, used, operated or occupied by the Guarantor or any of its Subsidiaries
or, to the best of the Guarantor’s knowledge, any property adjoining or in the
vicinity of any such property except in compliance with all applicable
Environmental Laws other than where the failure to do so would not reasonably be
expected to have a Material Adverse Effect and (ii) there are no past, pending
or threatened (in writing) Environmental Claims against the Guarantor or any of
its Subsidiaries or any property owned, leased, used, operated or occupied by
the Guarantor or any of its Subsidiaries that individually or in the aggregate
would reasonably be expected to have a Material Adverse Effect.  The
operations of the Guarantor and its Subsidiaries are in compliance in all
material respects with all terms and conditions of the required permits,
licenses, certificates, registrations and

     

    
      
        
        

      

      
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    authorizations,
and are also in compliance in all material respects with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in the Environmental Laws, except where the
failure to do so would not reasonably be expected to have a Material Adverse
Effect.

     

    (i)           No
Default.  Except with respect to the Indebtedness set forth on
Schedule III attached hereto, neither the Guarantor nor any of its Subsidiaries
is in default under or with respect to any agreement, instrument or undertaking
to which it is a party or by which it is bound in any respect which could
reasonably be expected to have a Material Adverse Effect.  No Series
2002-1 Early Amortization Event, Potential Series 2002-1 Early Amortization
Event, Event of Default or Default has occurred and is continuing.

     

    (j)           Taxes.  Under
the laws of Bermuda, the execution, delivery and performance by the Guarantor of
this Guaranty and by it and each of its Subsidiaries of the other Loan Documents
and Transaction Documents to which they are a party and all payments of
principal, interest, fees and other amounts hereunder and thereunder are exempt
from all income or withholding taxes, stamp taxes, charges or contributions of
Bermuda or any political subdivision or taxing authority thereof, irrespective
of the fact that the Administrative Agent or any of the Lenders may have a
representative office or subsidiary in Bermuda.  The Guarantor is
validly obligated to make all payments due under this Guaranty and each of its
Subsidiaries is validly obligated to make all payments due under the other Loan
Documents and Transaction Documents free and clear of any such tax, withholding
or charge so that the Administrative Agent and the Lenders shall receive the
amounts due as if no such tax, withholding or charge had been
imposed.

     

    (k)           Pari Passu
Status.  The obligations of the Guarantor hereunder constitute
direct, general obligations of the Guarantor and rank at least pari passu (in priority of
payment) with all other unsecured, unsubordinated obligations of the Guarantor
resulting from any indebtedness for borrowed money or guarantee.

     

    (l)           Purpose of
Advances.  The proceeds of the Loans under the Credit Agreement
shall be used by BLFC solely to either (i) make advances under the Series 2002-1
VFC, (ii) repay Permitted Indebtedness outstanding from time to time or (iii)
pay expenses incurred in connection with the Credit Agreement and any Pari Passu
Indebtedness.

     

    (m)           Information.  All
information (including, with respect to the Guarantor, without limitation, the
financial statements required to be delivered pursuant hereto), which has been
made available to the Administrative Agent or any Lender by or on behalf of the
Guarantor in connection with the transactions contemplated hereby and the other
Loan Documents and Transaction Documents is complete and correct in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
therein not materially misleading in light of the circumstances under which such
statements were

     

    
      
        
        

      

      
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    made;
provided, that,
with respect to projected financial information provided by or on behalf of the
Guarantor, the Guarantor represents only that such information was prepared in
good faith by management of the Guarantor on the basis of assumptions believed
by such management to be reasonable as of the time made.

     

    (n)           Designated
Obligors.  On the date hereof, BL directly or indirectly owns
the percentage of the voting stock of each Designated Obligor (other than BL)
set forth on Schedule IV attached hereto.

     

    (o)           Restrictions on Designated
Obligors.  There is no legal or regulatory restriction on the
ability of any Designated Obligor to pay dividends to the Guarantor out of
earnings at such times as such Designated Obligor is not deemed to be insolvent
pursuant to the laws of its jurisdiction of incorporation nor any legal or
regulatory restriction preventing the Guarantor from converting such dividend
payments to Dollars or Euros.

     

    (p)           Federal
Regulations.  No part of the proceeds of any advances under the
Investor Certificates will be used for “purchasing” or “carrying” any “margin
stock” within the respective meanings of each of the quoted terms under
Regulation U of the Board of Governors of the Federal Reserve System of the
United States as now and from time to time hereafter in effect.

     

    (q)           Investment Company
Act.  The Guarantor is not an “investment company”, or a
company “controlled” by an “investment company”, within the meaning of the 1940
Act.

     

    (r)           Solvency.  The
Guarantor is, individually and together with its Subsidiaries,
Solvent.

     

    (s)           Consideration.  The
Guarantor has received, or will receive, direct or indirect benefit from the
making of this Guaranty.  The Guarantor has, independently and without
reliance upon the Administrative Agent or any Lender and based on such documents
and information it has deemed appropriate, made its own credit analysis and
decision to enter into this Guaranty.

     

    The
Guarantor agrees that the foregoing representations and warranties shall be
deemed to have been made by the Guarantor on the date of each borrowing by BLFC
under the Credit Agreement on and as of such date.

    


    Section
8.   Covenants.

     

    8.1           Affirmative
Covenants.  The Guarantor hereby agrees that, so long as (i)
any Loan remains outstanding and unpaid or any other amount is owing to the
Administrative Agent or any Lender under the Credit Agreement or (ii) the
Commitments have not been terminated:

     

    
      
        
        

      

      
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    (a)           Financial
Statements.  The Guarantor shall furnish to the Administrative
Agent (who shall furnish a copy to each Lender):

     

    (i)           promptly
after each annual meeting of the Guarantor, but in any event within one hundred
and twenty (120) days after the end of each fiscal year of the Guarantor, a copy
of the audited consolidated balance sheet of the Guarantor and its consolidated
Subsidiaries at the end of such year and related audited consolidated statements
of income and retained earnings and of cash flows for such year, setting forth
in each case in comparative form the figures for the previous year, certified by
independent public accountants reasonably acceptable to the Administrative
Agent;

     

    (ii)           as
soon as available, but in any event not later than sixty (60) days after the end
of each of the first three quarters of each fiscal year of the Guarantor, the
unaudited consolidated balance sheet of the Guarantor as at the end of such
quarter and the related unaudited consolidated statement of income for such
quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures for the previous
year, each in the form reasonably acceptable to the Administrative Agent,
certified by the chief financial officer of the Guarantor; and

     

    (iii)           such
additional financial and other information as the Administrative Agent (at the
request of any Lender or otherwise) may from time to time reasonably
request;

     

    all such
financial statements furnished under clause (i) above to be complete and correct
in all material respects and prepared in reasonable detail in accordance with
GAAP applied consistently throughout the periods reflected therein and with
prior periods (except as approved by such accountants or officer, as the case
may be, and disclosed therein); provided, however, that the
Guarantor shall not be required to deliver the financial statements described
under clauses (i) and (ii) above if such statements are available within the
time period required by applicable Requirements of Law on EDGAR or from other
public sources.

     

    (b)           Quarterly Compliance
Certificates.  The Guarantor shall, within sixty (60) days
after the end of each of the first three fiscal quarters of each fiscal year and
one hundred and twenty (120) days after the end of each fiscal year, furnish to
the Administrative Agent its certificate signed by its chief financial officer,
treasurer or controller stating that, to the best of such officer’s knowledge,
during such period each of the Guarantor and BLFC has observed or performed all
of its covenants and other agreements, and satisfied every condition contained
in this Guaranty and the other Loan Documents and Transaction Documents and any
other related documents to be observed, performed or

     

    
      
        
        

      

      
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    satisfied
by each of them, and that such officer has obtained no knowledge of any Series
2002-1 Early Amortization Event, Potential Series 2002-1 Early Amortization
Event, Event of Default or Default except as specified in such certificate and
showing in reasonable detail the calculations evidencing compliance with the
covenants in subsection
8.2(a).

     

    (c)           Conduct of Business and
Maintenance of Existence.  The Guarantor shall, and shall cause
each of the Designated Obligors to:  (i) except as permitted by subsection 8.2(b),
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, except
where the failure to maintain the same would not have a Material Adverse
Effect.

     

    (d)           Compliance with Laws and
Contractual Obligations; Authorization.  The Guarantor shall,
and shall cause each of its Subsidiaries to, comply in all respects with all
Requirements of Law and Contractual Obligations, except where failure to so
comply would not have a material adverse effect on the ability of the Guarantor
to perform its obligations under this Guaranty, and the Guarantor shall obtain,
comply with the terms of and do all that is necessary to maintain in full force
and effect all authorizations, approvals, licenses and consents required in or
by any applicable laws and regulations to enable it lawfully to enter into and
perform its obligations under this Guaranty or to ensure the legality, validity,
enforceability or admissibility in evidence of this Guaranty and the other Loan
Documents and Transaction Documents.

     

    (e)           Maintenance of Property;
Insurance.  The Guarantor shall, and shall cause each of its
Subsidiaries to, keep all property useful and necessary in its business in good
working order and condition, except where failure to do so would not have a
Material Adverse Effect; and maintain with financially sound and reputable
insurance companies insurance on all its property in at least such amounts and
against at least such risks as are customary for the Guarantor’s type of
business.

     

    (f)           Inspection of Property;
Books and Records.  The Guarantor shall, and shall cause each
of the Designated Obligors to, keep proper books of records and account in which
full, true and correct entries in conformity with GAAP and all Requirements of
Law shall be made of all dealings and transactions in relation to its business
and activities; and permit representatives of the Administrative Agent and each
Lender to visit and inspect any of its properties and examine and make abstracts
from any of its books and records at any time and as often as may reasonably be
desired, provided that the Administrative Agent and each Lender has given
reasonable prior written notice and the

     

    
      
        
        

      

      
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    Administrative
Agent and each Lender has executed a confidentiality agreement reasonably
satisfactory to the Guarantor.

     

    (g)           Notices.  The
Guarantor shall give notice to the Administrative Agent promptly after becoming
aware of the same, of (i) the occurrence of any Series 2002-1 Early Amortization
Event, Potential Series 2002-1 Early Amortization Event, Event of Default or
Default; (ii) any changes in taxes, duties or other fees of Bermuda or any
political subdivision or taxing authority thereof or any change in any laws of
Bermuda, in each case, that may affect any payment due under this Guaranty or
the other Loan Documents and Transaction Documents; (iii) any change in the
Guarantor’s, BLFC’s or the  Master Trust’s public or private debt
ratings by S&P or Moody’s; and (iv) any development or event which has had,
or which the Guarantor in its good faith judgment believes will have, a Material
Adverse Effect.

     

    (h)           Pari Passu
Obligations.  The Guarantor shall ensure that its obligations
hereunder at all times constitute direct, general obligations of the Guarantor
ranking at least pari passu in right of
payment with all other unsecured, unsubordinated Indebtedness (other than
Indebtedness that is preferred by mandatory provisions of law) of the
Guarantor.

     

    (i)           Maintenance of Designated
Obligors.  The Guarantor will not and will not permit any of
its Subsidiaries directly or indirectly to convey, sell, transfer or otherwise
dispose of, or grant any Person an option to acquire, in one transaction or a
series of transactions more than 50% of the voting stock of a Designated Obligor
(other than BL) unless such conveyance, sale, transfer or disposition does not
cause a Series 2002-1 Early Amortization Event, Potential Series 2002-1 Early
Amortization Event, Event of Default or Default and either (i) such conveyance,
sale, transfer or disposition is among the Guarantor and its Subsidiaries or
(ii) (A) the Guarantor or such Subsidiary uses the net proceeds of such stock
conveyance, sale, transfer or disposition to repay in full the aggregate
principal and interest due and owing with respect to all Intercompany Loans
outstanding as to which the Designated Obligor is the Obligor and (B) to the
extent such net proceeds exceed the amounts required to be paid pursuant to
clause (A), the Guarantor or such Subsidiary either (1) reinvests or enters into
a contract to reinvest all such excess net proceeds in productive replacement
fixed assets of a kind then used or usable in the business of the Guarantor or
any of its Subsidiaries or (2) uses such excess net proceeds to make payments on
the Guarantor’s or its Subsidiaries’ other Indebtedness.

     

    (j)           Payment of
Taxes.  The Guarantor shall pay, discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be, all
taxes, assessments and similar governmental charges imposed on it, its incomes,
profits or properties, except where the amount or validity thereof
is

     

    
      
        
        

      

      
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    currently
being contested in good faith by appropriate proceedings and reserves to the
extent required by GAAP with respect thereto have been provided on the books of
the Guarantor.

     

    (k)           Environmental
Laws.  Unless, in the good faith judgment of the Guarantor, the
failure to do so would not reasonably be expected to have a Material Adverse
Effect, the Guarantor will comply in all material respects, and cause each of
its Subsidiaries to comply in all material respects, with the requirements of
all applicable Environmental Laws and will immediately pay or cause to be paid
all costs and expenses incurred in such compliance, except such costs and
expenses which are being contested in good faith by appropriate proceedings if
the Guarantor or such Subsidiary, as applicable, is maintaining adequate
reserves (in the good faith judgment of the management of the Guarantor) with
respect thereto in accordance with GAAP.  Unless the failure to do so
would not reasonably be expected to have a Material Adverse Effect, the
Guarantor shall not, nor shall it permit or suffer any of its Subsidiaries to,
generate, use, manufacture, refine, transport, treat, store, handle, dispose of,
transfer, produce or process Hazardous Materials other than in the ordinary
course of business and in material compliance with all applicable Environmental
Laws, and shall not, and shall not permit or suffer any of its Subsidiaries to,
cause or permit, as a result of any intentional or unintentional act or omission
on the part of the Guarantor or any Subsidiary thereof, the installation or
placement of Hazardous Materials in material violation of or actionable under
any applicable Environmental Laws onto any of its property or suffer the
material presence of Hazardous Materials in violation of or actionable under any
applicable Environmental Laws on any of its property without having taken prompt
steps to remedy such violation.  Unless its failure to do so would not
reasonably be expected to have a Material Adverse Effect, the Guarantor shall,
and shall cause each of its Subsidiaries to, promptly undertake and diligently
pursue to completion any investigation, study, sampling and testing, as well as
any cleanup, removal, remedial or other action required of the Guarantor or any
Subsidiary under any applicable Environmental Laws in the event of any release
of Hazardous Materials.

     

    (l)           ERISA.  The
Guarantor shall give notice to the Administrative Agent:

     

    (i)           ERISA
Events.  Promptly and in any event within ten (10) days after
the Guarantor 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
Guarantor or such ERISA Affiliate describing such ERISA Event and the action, if
any, that the Guarantor or such ERISA Affiliate has taken and proposes to take
with respect thereto;

     

    
      
        
        

      

      
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    (ii)           Plan
Terminations.  Promptly and in any event within two (2)
Business Days after receipt thereof by the Guarantor 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)           Multiemployer Plan
Notices.  Promptly and in any event within five (5) Business
Days after receipt thereof by the Guarantor 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 Guarantor or any of its ERISA Affiliates in connection with any
event described in clause (A) or (B) above; and

     

    (iv)           Additional Multiemployer
Plan Notices.  Promptly and in any event within five (5)
Business Days after receipt thereof by the Guarantor or any of its ERISA
Affiliates, copies of (A) any documents described in Section 101(k) of ERISA
that the Guarantor 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 Guarantor or any of its ERISA Affiliates may request with respect to
any Multiemployer Plan; provided, that if the Guarantor 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 Guarantor 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.

     

    8.2           Negative
Covenants.  The Guarantor hereby agrees that, so long as (i)
any Loan remains outstanding and unpaid or any other amount is owing to the
Administrative Agent or any Lender under the Credit Agreement or (ii) the
Commitments have not been terminated:

     

    (a)           the
Guarantor shall not at any time permit:

     

    (i)           its
Consolidated Net Worth (as calculated at the end of each fiscal quarter of the
Guarantor) to be less than U.S.$1,350,000,000 (to be tested
quarterly);

     

    
      
        
        

      

      
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    (ii)           the
ratio of its consolidated Adjusted Net Debt to consolidated Adjusted
Capitalization (each as calculated at the end of each fiscal quarter of the
Guarantor) to be greater than 0.635:1.0 (to be tested quarterly);
and

     

    (iii)           the
ratio of its total consolidated current assets to total consolidated current
liabilities, each as calculated at the end of each fiscal quarter of the
Guarantor and as determined in accordance with GAAP, to be less than 1.1 to 1.0
(to be tested quarterly).

     

    Notwithstanding
the definition of “Subsidiary” set forth in the Credit Agreement, Fosfertil S.A.
shall be deemed to be a Subsidiary of the Guarantor solely for the purposes of
determining compliance with this Section 8.2 and shall
not be deemed a Subsidiary of the Guarantor for any other purposes of this
Guaranty unless and until Fosfertil S.A. fits within the definition of a
“Subsidiary”.

     

    (b)           Limitation of Fundamental
Changes.  The Guarantor shall not enter into any transaction of
merger, consolidation or amalgamation (other than any merger or amalgamation of
any Subsidiary with and into the Guarantor so long as the Guarantor shall be the
surviving, resulting or continuing company) or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), or convey, sell, lease,
assign, transfer or otherwise dispose of, all or substantially all of its
property, business or assets.

     

    (c)           Liens.  The
Guarantor shall not nor shall it permit any Subsidiary to create or suffer to
exist any Lien (including, without limitation, any equivalent created or arising
under the laws of any jurisdiction in which the Guarantor or a Subsidiary does
business), upon or with respect to any of its present or future property
including any asset, revenue, or right to receive income or any other property,
whether tangible or intangible, real or personal (all of the foregoing
hereinafter called “Property”), in each
case to secure Indebtedness unless the Guaranty Obligations are equally and
ratably secured, except:  (i) Liens for current taxes, assessments or
other governmental charges which are not delinquent or remain payable without
any penalty, or the validity of which is contested in good faith by appropriate
proceedings upon stay of execution of the enforcement thereof or upon posting a
bond in connection therewith; (ii) any Lien pursuant to any order or attachment
or similar legal process arising in connection with court proceedings; provided that the
execution or other enforcement thereof is effectively stayed or a sufficient
bond had been posted and the claims secured thereby are being contested at the
time in good faith by appropriate proceedings; (iii) any Liens securing bonds
posted with respect to and in compliance with clauses (i) and (ii) above; (iv)
any Liens securing the claims of mechanics, laborers, workmen, repairmen,
materialmen, suppliers, carriers, warehousemen,

     

    
      
        
        

      

      
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    landlords,
or vendors or other claims provided for by mandatory provisions of law which are
not yet due and delinquent, or are being contested in good faith by appropriate
proceedings; (v) Liens which are Excluded Liens (as defined below); (vi)
any Lien on any Property securing Indebtedness incurred or assumed solely for
the purpose of financing all or any part of the cost of constructing or
acquiring such Property, which Lien attaches to such Property concurrently with
or within ninety (90) days after the construction, acquisition or completion of
a series of related acquisitions thereof; (vii) Liens existing immediately prior
to the execution of this Guaranty and set forth in Schedule V to this Guaranty;
(viii) Liens to secure bonds posted in order to obtain stays of judgments,
attachments or orders, the existence of which bonds would not otherwise
constitute an Event of Default; (ix) Liens on Property existing prior to the
acquisition of such Property or the acquisition of any Subsidiary that is the
owner of such Property and not in contemplation of such acquisition; (x) Liens
created by a Subsidiary in favor of the Guarantor or a Subsidiary; (xi) Liens on
any accounts receivable from or invoices to export customers (including, but not
limited to, Subsidiaries) and the proceeds thereof; (xii) Liens on rights under
contracts to sell, purchase or receive commodities to or from export customers
(including, but not limited to, Subsidiaries) and the proceeds thereof; (xiii)
Liens on cash deposited as collateral in connection with financings where Liens
are permitted under clause (xi) and (xii) of this subsection 8.2(c); (xiv) Liens
extending, renewing or replacing, in whole or in part Liens permitted pursuant
to clauses (i) through (xi), so long as the principal amount of the Indebtedness
secured by such Lien does not exceed its original principal amount; (xv) minor
survey exceptions or minor encumbrances, easements or reservations, or rights of
others for rights-of-way, utilities and other similar purposes, or zoning or
other restrictions as to the use of real properties, which are necessary for the
conduct of the activities of the Guarantor or the Subsidiaries or which
customarily exist on properties of corporations engaged in similar activities
and similarly situated and which do not in any event materially impair their use
in the operation of the business of the Guarantor or the Subsidiaries; (xvi)
Liens incurred pursuant to the Loan Documents and Transaction Documents; (xvii)
Liens on accounts receivable and other related assets arising in connection with
transfers thereof to the extent such transfers are treated as true sales of
financial assets under FASB Statement No. 140, as in effect from time to time;
and (xviii) Liens (other than Liens otherwise permitted by clauses (i) through
(xvii) above) incurred by the Guarantor or a Subsidiary which, at the time
incurred do not, together with all other Liens incurred by the Guarantor and the
Subsidiaries (other than Liens otherwise permitted by clauses (i) through (xvii)
above) secure an aggregate principal amount exceeding (at the time such Lien is
issued or created) $250,000,000 (collectively, Liens described in clauses
(i)-(xviii) are referred to herein as “Permitted Liens”);
provided, however, that
Indebtedness incurred in connection with any permitted sale and leaseback
transactions which are treated as debt in accordance with generally accepted
accounting principles applicable to such Subsidiary will be included in
such

     

    
      
        
        

      

      
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    determination
and treated as being secured by Liens not otherwise permitted by clauses (i)
through (xvii).  For purposes of interpreting the terms of this
Guaranty, (A) the phrases “accounts receivable from or invoices to export
customers” and “contracts to sell, purchase or receive commodities to (from)
export customers” shall refer to invoices or accounts receivable derived from
the sale of, or contracts to sell, purchase or receive wheat, soybeans or other
commodities or products derived from the processing of wheat, soybeans or other
commodities, by or to the Guarantor or a Subsidiary that have been or are to be
exported from the country of origin whether or not such sale is made by a
Subsidiary or to any of its Subsidiaries; and (B) property of a party to a
corporate reorganization which is not the Guarantor or a Subsidiary shall be
deemed “acquired” by the Guarantor or such Subsidiary as part of such corporate
reorganization even if the Guarantor or Subsidiary, as the case may be, is not
the surviving or resulting entity.

     

    As used
in this subsection, the term “Excluded Lien” shall mean any Lien granted by the
Guarantor or any Subsidiary to secure (A) loans from banks controlled by
governmental agencies or (B) loans from other lenders in connection with
government programs.

    


    (d)           Restrictions on Dividends or
Loans by Designated Obligors.  The Guarantor shall not permit
any Designated Obligor to enter into any agreement restricting the payment of
dividends or the making of loans by it to the Guarantor or to any other
Designated Obligor, except that the
Guarantor may permit a Designated Obligor to be party to agreements (i) limiting
the payment of dividends by such Designated Obligor following a default or an
event of default under such agreement and (ii) requiring the compliance by such
Designated Obligor with specified net worth, working capital or other similar
financial tests and (iii) restricting loans to be made by such Designated
Obligor to any other Obligor or the Guarantor to such loans which accrue
interest at a rate greater than or equal to such lending Designated Obligor’s
average cost of funds as determined in good faith by the Board of Director of
such Designated Obligor.

     

    (e)           Intercompany
Loans.  Notwithstanding any provision to the contrary set forth
in the Transaction Documents (including, without limitation, clause (s) of the
definition of “Eligible Loan” in Annex X), the Guarantor (i) shall not permit
any Seller to sell, transfer, assign or otherwise convey any Intercompany Loan
to Bunge Funding under the Sale Agreement that has a maturity in excess of six
(6) years and (ii) shall either cause a Seller, Bunge Funding or the Trustee to
demand repayment of all outstanding principal and accrued interest under each
Intercompany Loan or cause a Seller to refinance such amounts by making a new
Intercompany Loan to the applicable Obligor within six (6) years from the date
of such Intercompany Loan.

     

    
      
        
        

      

      
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    8.3           Use of
Websites.

     

    (a)           The
Guarantor may satisfy its obligation to deliver any public information to the
Lenders by posting this information onto an electronic website designated by the
Guarantor 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 Guarantor 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 Guarantor and the Administrative
Agent.

     

    (c)           The
Guarantor 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 Guaranty is posted
onto the Designated Website;

     

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

     

    (v)          the
Guarantor 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
Guarantor notifies the Administrative Agent under Section 8.3(c)(i) or
Section
8.3(c)(v) above, all information to be provided by the Guarantor under
this Guaranty 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
9.   Amendments.  No amendment or
waiver of any provision of this Guaranty nor consent to any departure by the
Guarantor therefrom shall in any event be effective unless such amendment or
waiver shall be in writing and signed by the Guarantor and the Administrative
Agent.  Such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

     

    
      
        
        

      

      
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    Section
10.   Notices, Etc.  All notices,
demands, instructions and other communications required or permitted to be given
to or made upon any Person pursuant hereto shall be in writing and shall be
personally delivered or sent by registered, certified or express mail, postage
prepaid, return receipt requested, by recognized overnight courier service or by
facsimile transmission, and shall be deemed to be given for purposes of this
Guaranty, in the case of a notice sent by registered, certified or express mail,
or by recognized overnight courier service, on the date that such writing is
actually delivered to the intended recipient thereof in accordance with the
provisions of this Section 10, or in the
case of facsimile transmission, when received and telephonically confirmed.
Unless otherwise specified in a notice sent or delivered in accordance with the
foregoing provisions of this Section 10, notices,
demands, instructions and other communications in writing shall be given to or
made upon the subject parties at their respective Notice Addresses (or to their
respective facsimile transmission numbers) or at such other address or number as
any party may notify to the other parties in accordance with the provisions of
this Section
10.

     

    Section
11.   No
Waiver; Remedies.  No failure on
the part of the Administrative Agent to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

     

    Section
12.   Costs
and Expenses.  The Guarantor
agrees to pay, and cause to be paid, on demand all costs and expenses actually
incurred by the Administrative Agent in connection with the enforcement of this
Guaranty including, without limitation, the fees and out-of-pocket expenses of
outside counsel to the Administrative Agent with respect thereto. The agreements
of the Guarantor contained in this Section 12 shall
survive the payment of all other amounts owing hereunder or under any of the
other Guaranty Obligations.

     

    Section
13.   Separability.  Should any
clause, sentence, paragraph, subsection or Section of this Guaranty be
judicially declared to be invalid, unenforceable or void, such decision will not
have the effect of invalidating or voiding the remainder of this Guaranty, and
the parties hereto agree that the part or parts of this Guaranty so held to be
invalid, unenforceable or void will be deemed to have been stricken herefrom and
the remainder will have the same force and effectiveness as if such part or
parts had never been included herein.

     

    Section
14.   Captions.  The
captions in this Guaranty have been inserted for convenience only and shall be
given no substantive meaning or significance whatever in construing the terms
and provisions of this Guaranty.

     

    Section
15.   Successors and
Assigns.  This Guaranty shall (a) be binding upon the Guarantor
and its successors and assigns and (b) inure to the benefit of and be
enforceable by the Administrative Agent and its successors, transferees and
assigns; provided, however, that any
assignment by the Guarantor of its obligations hereunder shall (i) be subject to
the prior written consent of all the Lenders at their complete discretion, and
(ii) only be made to a one hundred percent (100%) owned Affiliate of the
Guarantor.

     

    
      
        
        

      

      
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    Section
16.   Limitation by
Law. All
rights, remedies and powers provided in this Guaranty may be exercised only to
the extent that the exercise thereof does not violate any applicable provision
of law, and all the provisions of this Guaranty are intended to be subject to
all applicable mandatory provisions of law which may be controlling and to be
limited to the extent necessary so that they will not render this Guaranty
invalid, unenforceable, in whole or in part, or not entitled to be recorded,
registered or filed under the provisions of any applicable law.

     

    Section
17.   Substitution of
Guaranty. Subject to the prior
written consent of all the Lenders at their complete discretion, the Guarantor
shall, during the term of this Guaranty, be permitted at its option to provide
collateral to the Administrative Agent or another form of credit support as a
substitute for its obligations under this Guaranty.  The Guarantor
agrees to execute whatever security or credit support documents the
Administrative Agent reasonably requests in order to effectuate the provisions
of this Section
17.

     

    Section
18.   GOVERNING
LAW; FOREIGN PARTY PROVISIONS.

     

    (a)           THIS GUARANTY SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

     

    (b)           Consent to
Jurisdiction.  The Guarantor irrevocably submits to the
non-exclusive jurisdiction of any New York state or U.S. federal court sitting
in the Borough of Manhattan, The City of New York, in any action or proceeding
relating to its obligations, liabilities or any other matter arising out of or
in connection with this Guaranty or the other Loan Documents and Transaction
Documents.  The Guarantor hereby irrevocably agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York state or U.S. federal court.  The Guarantor also hereby
irrevocably waives, to the fullest extent permitted by law, any objection to
venue or the defense of an inconvenient forum to the maintenance of any such
action or proceeding in any such court.

     

    (c)           Appointment for Agent for
Service of Process.  The Guarantor hereby (i) irrevocably
designates and appoints its chief financial officer (from time to time) at its
principal executive offices at 50 Main Street, White Plains, New York 10606 (the
“Authorized
Agent”), as its agent upon which process may be served in any suit,
action or proceeding related to this Guaranty and represents and warrants that
the Authorized Agent has accepted such designation and (ii) agrees that service
of process upon the Authorized Agent and written notice of said service to the
Guarantor mailed or delivered by a recognized international courier service
(with proof of delivery) to its Secretary or any Assistant Secretary at its
registered office at 2 Church Street, Hamilton, Bermuda, shall be deemed in
every respect effective service of process upon the Guarantor in any such suit
or proceeding.  The Guarantor further agrees to take any and all
action, including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of
the Authorized Agent in full force and effect so long as the Guaranty is in
existence.

     

    
      
        
        

      

      
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    (d)           Waiver of
Immunities.  To the extent that the Guarantor or any of its
properties, assets or revenues may have or may hereafter become entitled to, or
have attributed to them, any right of immunity, on the grounds of sovereignty,
from any legal action, suit or proceeding, from set-off or counterclaim, from
the jurisdiction of any court, from service of process, from attachment upon or
prior to judgment, or from attachment in aid of execution of judgment, or from
execution of judgment, or other legal process or proceeding for the giving of
any relief or for the enforcement of any judgment, in any jurisdiction in which
proceedings may at any time be commenced, with respect to its obligations,
liabilities or any other matter under or arising out of or in connection with
this Guaranty or any other Loan Documents and Transaction Documents, the
Guarantor hereby irrevocably and unconditionally, to the extent permitted by
applicable law, waives and agrees not to plead or claim any such immunity and
consents to such relief and enforcement.

     

    (e)           Foreign
Taxes.  Any payments by the Guarantor to the Administrative
Agent hereunder shall be made free and clear of, and without deduction or
withholding for or on account of, any and all present and future income, stamp
or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereinafter imposed, levied, collected, withheld or
assessed by Bermuda or any other jurisdiction in which the Guarantor has an
office from which payment is made or deemed to be made, excluding (i) any such
tax imposed by reason of the Administrative Agent, having some connection with
any such jurisdiction other than its participation as the Administrative Agent
under the Loan Documents and Transaction Documents, and (ii) any income or
franchise tax on the overall net income of the Administrative Agent imposed by
the United States or by the State of New York or any political subdivision of
the United States or of the State of New York on the office of the
Administrative Agent through which it is acting in connection with this
transaction (all such non-excluded taxes, “Foreign
Taxes”).  If the Guarantor is prevented by operation of law or
otherwise from paying, causing to be paid or remitting that portion of amounts
payable hereunder represented by Foreign Taxes withheld or deducted, then
amounts payable under this Guaranty shall, to the extent permitted by law, be
increased to such amount as is necessary to yield and remit to the
Administrative Agent an amount which, after deduction of all Foreign Taxes
(including all Foreign Taxes payable on such increased payments) equals the
amount that would have been payable if no Foreign Taxes
applied.  Whenever any Foreign Taxes are payable by the Guarantor, as
promptly as possible thereafter the Guarantor 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
Guarantor showing payment thereof.  If the Guarantor fails to pay any
Foreign 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 Guarantor 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.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (f)           Judgment
Currency.  The obligations of the Guarantor in respect of any
sum due to the Administrative Agent or any Lender hereunder 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 Guarantor as a separate obligation and notwithstanding any such
judgment, agrees to indemnify the Applicable Creditor against such
loss.  The obligations of the Guarantor contained in this Section
shall survive the termination of this Guaranty and the Credit Agreement and the
payment of all other amounts owing hereunder and thereunder.

     

    Section
19.   WAIVER OF
JURY TRIAL.  THE GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS GUARANTY AND FOR ANY COUNTERCLAIM THEREIN.

     

    Section
20.   Reinstatement. This Guaranty shall be
reinstated to the extent of payments made to the Guarantor as reimbursement of
amounts advanced by the Guarantor hereunder.  The Guarantor agrees
that this Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any part of any payment of principal of, or interest on,
the Guaranty Obligations is stayed, rescinded or must otherwise be restored by
the Administrative Agent upon the bankruptcy or reorganization of BLFC or any
other Person.

     

    Section
21.   JPMorgan Chase Conflict
Waiver.  JPMorgan Chase acts as Administrative Agent and Lender
and may provide other services or facilities from time to time (the “JPMorgan Chase
Roles”).  The Guarantor and each other party hereto
acknowledges and consents to any and all JPMorgan Chase Roles, waives any
objections it may have to any actual or potential conflict of interest caused by
JPMorgan Chase’s acting as Administrative Agent or as Lender hereunder and
acting as or maintaining any of the JPMorgan Chase Roles, and agrees that in
connection with any JPMorgan Chase Role, JPMorgan Chase may take, or refrain
from taking, any action which it in its discretion deems
appropriate.

     

    Section
22.   Setoff.  In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, upon the occurrence of an Event of Default
or a Series 2002-1 Early Amortization Event, each Lender is hereby authorized at
any time or from time to time, without notice to the Guarantor or to any other
Person, any such notice being hereby expressly waived to the extent permitted by
applicable law, to set off and to appropriate and apply any and all deposits
(general or special) and any other indebtedness at any time held or owing by
such Lender, to or for the credit or the account of the Guarantor
against

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    and on
account of the obligations and liabilities of the Guarantor to such Lender, as
applicable, under this Guaranty or any other Loan Document, including, without
limitation, all claims of any nature or description arising out of or connected
with this Guaranty or any other Loan Document, irrespective of whether or not
such Lender shall have made any demand hereunder and although said obligations,
liabilities or claims, or any of them, shall be contingent or
unmatured.

     

    If any Lender, whether by setoff
or otherwise, has payment made to it under this Guaranty or any other Loan
Document upon its Loans in a greater proportion than that received by any other
Lender, such Lender agrees, promptly upon demand, to purchase a portion of the
Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans.

     

    [signature
page follows]

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed by
its officers thereunto duly authorized, as of the date first written
above.

     

     

    
      
        	 	GUARANTOR:	 
	 	 	 
	 	 	 
	 	BUNGE
      LIMITED,	 
	 	a
      Bermuda company	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Hunter
      Smith	 
	 	 	Name: 	Hunter
      Smith	 
	 	 	Title: 	Treasurer	 


      

    

     

    
      
        	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Carla
      Heiss	 
	 	 	Name: 	Carla
      Heiss	 
	 	 	Title: 	Assistant
      General Counsel and	 
	 	 	 	Assistant
      Secretary	 
	 	 	 	 


      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                   

    Schedule
I

     

    Material
Developments

     

    None

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        SI -
1

        
          

        

      

      
        
        

      

    

     

    Schedule
II

     

    Environmental
Matters

     

    This
Schedule II to the Guaranty hereby incorporates by reference all disclosure
related to environmental matters set forth in (i) the Guarantor’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2007, which was filed on
March 3, 2008 and (ii) the Guarantor’s Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2008, which was filed on November 10,
2008.

     

     

     

     

     

    
      
        
        

      

      
        SII -
1

        
          

        

      

      
        
        

      

    

     

    Schedule
III

     

    Defaulted
Facilities

     

    None

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        SIII -
1

        
          

        

      

      
        
        

      

    

     

    Schedule
IV

     

    Designated
Obligors

     

    
      	
              Name

            	 
      	
              Percentage Directly or
      Indirectly

              Owned by
      BL

            
	
              Bunge
      Limited

            	 
      	
              --

            
	
              Bunge
      Global Markets Inc.

            	 
      	
              100%

            
	
              Bunge
      N.A. Holdings, Inc.

            	 
      	
              100%

            
	
              Bunge
      North America, Inc.

            	 
      	
              100%

            
	
              Koninklijke
      Bunge B.V.

            	 
      	
              100%

            
	
              Bunge
      Argentina S.A.

            	 
      	
              100%

            
	
              Bunge
      S.A.

            	 
      	
              100%

            
	
              Bunge
      Fertilizantes International Limited

            	 
      	
              100%

            
	
              Bunge
      Alimentos S.A.

            	 
      	
              100%

            
	
              Bunge
      Fertilizantes S.A. (Brazil)

            	 
      	
              100%

            
	
              Ceval
      International Limited

            	 
      	
              100%

            
	
              Bunge
      Europe Finance B.V.

            	 
      	
              100%

            


    

     

     

    
 

     

    
      
        
        

      

      
        SIV -
1

        
          

        

      

      
        
        

      

    

     

    Schedule
V

     

    Permitted
Liens

     

    
      	
              Subsidiary/Joint

              Ventures

            	
              Facility

            	
              Amount

              Outstanding

            	
              Description
      of Collateral

            
	
              Terminal
      6 and

              Terminal
      6i 

              (unconsolidated

              joint
      ventures in

              Argentina)

               

               

            	
              IFC
      Loan (Bunge’s

              share)

               

              Bank
      (Bunge’s

              share)

            	
              $4
      million

               

              $10.5
      million

            	
              Shares
      of Terminal 6

               

              Shares
      of Terminal 6

            
	
              Bunge
      Alimentos

              S.A.

               

            	
              Bank

            	
              $2.7
      million

            	
              Land,
      buildings and equipment

            
	
              Fosfertil
      S.A.

            	
              Various

               

            	
              $11.1
      million

               

            	
              Shares
      of stock of Fosfertil S.A.

              /
      Ultrafertil S.A. and Bunge

              Fertilizantes
      S.A.

               

            
	
              Black
      Sea

              Industries
      Ukraine

               

               

            	
              EBRD
      Loan

            	
              $21.4
      million

            	
              Extraction
      plant, Preparation plant and Boiler house (buildings and equipment) of
      BSIU crushing plant at Illychevsk, Ukraine

            
	
              Agroindustrial

              Santa
      Juliana SA

               

               

               

            	
              BNDES

               

               

              Bank

            	
              $17.4
      million

               

               

              $4.2
      million

            	
              Plant,
      Machinery and

              Equipment

               

              Machinery
      and Equipment

            


    

     

    
      
        
        

      

      
        SV -
1

        
          

        

      

      
        
        

      

       

    

    Schedule
VI

     

    Material Contingent
Liabilities and Material Disposition or Acquisition of
Assets

     

    This
Schedule VI to the Guaranty hereby incorporates by reference all disclosure set
forth in (i) the Guarantor’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2007, which was filed by the Guarantor on March 3, 2008 and
(ii) the Guarantor’s Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2008 that was filed by the Guarantor on November 10,
2008.

     

     

     

     

     

     

    
      
        
        

      

      
        SVI -
1

        
          

        

      

      
        
        

      

    

     

    Schedule
VII

     

    Material
Litigation

     

    This
Schedule VII to the Guaranty hereby incorporates by reference all disclosure
related to legal proceedings set forth in (i) the Guarantor’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2007, which was filed on March
3, 2008 and (ii) the Guarantor’s Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2008, which was filed on November 10,
2008.

     

    The
European Commission has commenced an investigation into whether there have been
infringements of EU competition law by traders and distributors of cereals and
other agricultural products in the EU. In this regard, on July 10, 2008 the
Commission carried out inspections at the premises of a number of companies,
including at Bunge’s office in Rome, Italy. The Commission’s investigation is at
a preliminary stage and Bunge is unable at this time to predict the outcome of
these investigations, including whether the European Commission will ultimately
determine to commence formal proceedings. Bunge is cooperating with the European
Commission in relation to its investigation.

     

     

     

     

     

     

    
      
        
        

      

      
        SVII -
1

        
          

        

      

      
        
        

      

    

     

    ANNEX A

     

    “Adjusted
Capitalization”:  the sum of the Guarantor’s Consolidated Net Worth
and the Guarantor’s consolidated Adjusted Net Debt.

     

    “Adjusted
Net Debt”:  with respect to any Person on any date of determination,
(a) the aggregate principal amount of Indebtedness of such Person on such date
minus (b) the sum of all cash, marketable securities and Liquid Inventory of
such Person on such date.

     

    “BL”: as
defined in the preamble hereto.

     

    “BLFC”:  Bunge
Limited Finance Corp., a Delaware corporation, and its successors and permitted
assigns.

     

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

     

    “Consolidated
Net Worth”:  the Net Worth of the Guarantor and its consolidated
Subsidiaries determined on a consolidated basis in accordance with GAAP, plus
minority interests in Subsidiaries.

     

    “Credit
Agreement”:  as defined in the preamble hereto.

     

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

     

    “Environmental
Claim”:  any and all administrative, regulatory or judicial actions,
suits, demands, demand letters, claims, liens, notices of non-compliance or
violation, investigations or proceedings relating in any way to any
Environmental Law or any permit issued under any such law (hereinafter
“Claims”), including, without limitation, (a) any and all Claims by governmental
or regulatory authorities for enforcement, cleanup, removal, response, remedial
or other actions or damages pursuant to any applicable Environmental Law and (b)
any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting or
arising from alleged or actual injury or threat of injury to the environment by
reason of a violation of or liability arising under any Environmental
Law.

     

    
      
        
        

      

      
        Annex A -
1

        
          

        

      

      
        
        

      

    

     

    “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).

     

    “Excluded
Lien”:  as defined in subsection
8.2(c).

     

    “Foreign
Taxes”:  as defined in subsection
18(e).

     

    “Guarantor”:
as defined in the preamble hereto.

     

    “Guaranty”:  as
defined in the preamble hereto.

     

    “Guaranty
Obligations”:  as defined in Section
2.

     

    “Hazardous
Materials”:  (a) any petroleum or petroleum products, radioactive
materials, asbestos in any form that is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
(b) any chemicals, materials or substances defined as or included in the
definition of “hazardous substances,” “hazardous waste,” “hazardous materials,”
“extremely hazardous waste,” “restricted hazardous waste,” “toxic substances,”
“toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import,
under any applicable Environmental Law; and (c) any other chemical, material or
substance, exposure to which is prohibited, limited or regulated by any
governmental authority having jurisdiction over the Guarantor or its
Subsidiaries and the manufacturing, trading or extraction of which constitutes a
material portion of the business of the Guarantor or any of its
Subsidiaries.

     

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

     

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

     

    “JPMorgan
Chase Roles”:  as defined in Section
21.

     

    “Judgment
Currency”:  as defined in subsection
18(f).

     

    
      
        
        

      

      
        Annex A -
2

        
          

        

      

      
        
        

      

    

     

    “Liquid
Inventory”:  as to the Guarantor and its consolidated Subsidiaries at
any time, its inventory at such time of commodities which are traded on any
recognized commodities exchange, valued depending on the type of such commodity
at either (a) the lower of cost or the market value at such time or (b) the
market value at such time.

     

    “Net
Worth”:  with respect to any Person, the sum of such Person’s capital
stock, capital in excess of par or stated value of shares of its capital stock,
retained earnings and any other account which, in accordance with GAAP,
constitutes stockholders’ equity, excluding any treasury stock.

     

    “Notice
Address”:

     

    
      	
              Administrative
      Agent:

            	 
      	
              JPMORGAN
      CHASE BANK, N.A.

              270
      Park Avenue, 4th Floor

              New
      York, NY  10017

              Attention:  Maria
      Arredondo

              Telephone
      No:  (713) 750-2131

              Telecopy:  (713)
      750-2358

            
	
              Guarantor:

            	 
      	
              BUNGE
      LIMITED

              50
      Main Street

              White
      Plains, New York 10606

              Attention:
      Hunter Smith

              Telephone
      No: (914) 684-3440

              Telecopy
      No.: (914) 684-3283

            


    

    


     

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

     

    “Permitted
Lien”:  as defined in subsection
8.2(c).

     

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

     

    “Property”:
as defined in subsection
8.2(c).

     

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

     

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

     

     

    Annex  A - 3