Exhibit 10.4


 


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 16th day of July, 2021 by Bunge Limited, a company incorporated under the laws of Bermuda (together with any successors
or assigns permitted hereunder, “BL” or “Guarantor”) to Coöperatieve Rabobank U.A., New York
Branch (“Rabobank”), in its capacity as the administrative agent (together with its successors and assigns, the “Administrative
Agent”) under the Revolving Credit Agreement, dated as of July 16, 2021 (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 (the “Loans”) to BLFC from
time to time; and


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.  


(a)       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.


(b)       Notwithstanding
any other provision contained herein or in the other Loan Documents, all terms of an accounting or financial nature used herein and in
the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents
shall be made, and prepared:


(i)       in
accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings
ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 below (and all defined
terms used in the definition of any accounting term used in Section 8.2 below) shall have the meaning given to such terms (and
defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements
referred to in Section 7(a) below.  In the event of any change after the date hereof in GAAP, and if such change would
affect the computation of any of the financial covenants set forth in Section 8.2 below, then the parties hereto agree to endeavor,
in good faith, to agree upon an amendment to this Guaranty that would adjust such financial covenants in a manner that would preserve
the original intent thereof, but would allow compliance therewith to be determined in accordance with the Guarantor’s financial
statements at that time, provided that, until so amended such financial covenants shall continue to be computed in accordance with GAAP
prior to such change therein; and




    	 



    	 



    

(ii)       without
giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having
a similar result or effect) to value any Indebtedness or other liabilities of BLFC, the Guarantor or any of their Subsidiaries at “fair
value”, as defined therein.


Notwithstanding any other
provision contained herein, all obligations of the Guarantor, BLFC and any of their respective Subsidiaries that are or would be characterized
as an operating lease as determined in accordance with GAAP as in effect on December 14, 2018 (whether or not such operating lease was
in effect on such date) shall continue to be accounted for as an operating lease (and not as a capital lease) for purposes of the Loan
Documents regardless of any change in GAAP following December 14, 2018 (or any change in the implementation in GAAP for future periods
that are contemplated as of December 14, 2018) that would otherwise require such obligation to be re-characterized as a capital lease
and the Guarantor, BLFC and their respective Subsidiaries shall continue to provide financial reporting which differentiates between operating
leases and capital leases in accordance with GAAP as in effect on December 14, 2018.


Section 2.        Guaranty.  Subject
to the terms and conditions of this 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.  This Guaranty is a guaranty of payment and not of collection.  All payments
by the Guarantor under this Guaranty shall be made in 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 Participation Percentage, (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 Participation 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 Participations are terminated, notwithstanding that from time to time prior thereto BLFC may be free from any payment
obligations under the Loan Documents.




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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 absolute and unconditional irrespective
of:


(a)       Any
lack of validity or enforceability of or defect or deficiency in the Credit Agreement, any Transaction Document or any 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 any 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
(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:




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(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 BLFC 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), the 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 therefor, the 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.


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 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 (as finally determined by a court of competent jurisdiction), (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.  




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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 shall not be discharged except by payment in full of the Guaranty Obligations, termination of the
Participations 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 Participations 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 from such payment
by the Guarantor.  The Guarantor hereby agrees that it shall have no rights of subrogation 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 Participations 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, 2020 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).




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(ii)       Except
as disclosed in Schedule V 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, 2020 to and including the date hereof, except as disclosed in Schedule V 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, 2020.


(b)       No
Change.  Since December 31, 2020, except as disclosed in Schedule I hereof, there has been no development or event which
has had or could, in the 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
and (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.


(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,




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(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
such Subsidiaries.  Each of 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 constitutes a legal, valid and binding obligation of the Guarantor and each of such Subsidiaries
enforceable against the Guarantor and each of such Subsidiaries 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 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 any of its Subsidiaries are
a party or by which it or they are 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 VI 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 or Transaction Documents or any of the transactions contemplated hereby or thereby or (b) which could reasonably be expected
to have a Material Adverse Effect.




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(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 that
secures Secured Indebtedness, other than a Lien that secures Permitted Secured Indebtedness or any other Secured Indebtedness permitted
under Section 8.2(a)(iii) of this Guaranty.


(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 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
(as the case may be) 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.  Except as otherwise provided herein or therein, the
Guarantor is validly obligated to make all payments due under this Guaranty 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.




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(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 Indebtedness (other than any such Indebtedness that
is preferred by mandatory provisions of law) of the Guarantor.


(l)       Purpose
of Loans.  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.  Notwithstanding the foregoing, any other use of the proceeds of
the Loans under the Credit Agreement shall not affect the obligations of the Guarantor hereunder.


(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 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.  As of the date hereof, the information included in the Beneficial Ownership Certification of BLFC is true
and correct.


(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.




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(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 Investment Company Act of 1940, as amended.


(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.


(t)       Sanctions.  


(i)       To
the best of the knowledge of the Responsible Officers of the Guarantor, the Guarantor and its Subsidiaries are, to the extent applicable,
in compliance in all material respects with Sanctions and Anti-Corruption Laws.


(ii)       To
the best of the knowledge of the Responsible Officers of the Guarantor, the Guarantor is not, and no Subsidiary and no director or senior
officer of the Guarantor or any Subsidiary, is any of the following:


		(a)	a Restricted Party;



		(b)	a Person owned 50% or more or controlled by, or acting on behalf of, any Restricted Party or Restricted
Parties; or



		(c)	a Person that commits, threatens or conspires to commit or support “terrorism” as defined
in the Executive Order.



(iii)       The
Guarantor has implemented and maintains in effect policies and procedures designed to promote and achieve continued compliance by the
Guarantor, its Subsidiaries and their respective directors, officers and employees with applicable Anti-Corruption Laws and Sanctions.


The foregoing representations in this
Section 7(t) will not apply to any party hereto to which Council Regulation (EC) 2271/96 (the “Blocking Regulation”)
applies, if and to the extent that such representations are or would be unenforceable by or in respect of that party pursuant to, or would
otherwise result in a breach and/or violation of, (i) any provision of the Blocking Regulation (or any law or regulation implementing
the Blocking Regulation in any member state of the European Union) or (ii) any similar blocking or anti-boycott law in the United Kingdom.




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(u)       Financial
Institution.  Neither the Guarantor nor any of its Subsidiaries is an EEA Financial Institution or a UK Financial Institution.


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


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 Participations have not been terminated:


(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;




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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 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, 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.




    	12 



    	 



    

(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 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, including any steps taken
to remedy or mitigate the effect of such 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 rating by S&P or Moody’s; (iv) any development or event which has had, or which the Guarantor in its good
faith judgment believes will have, a Material Adverse Effect; and (v) any change in the information provided in the Beneficial Ownership
Certification of BLFC provided to the Administrative Agent or any Lender that would result in a change to the list of beneficial owners
identified in parts (c) or (d) of such certification.


(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.




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(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 (i) the amount or validity thereof is 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 or (ii) the nonpayment of all such taxes, assessments
and charges in the aggregate would not reasonably be expected to have a Material Adverse Effect.


(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.




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(l)       ERISA.  The
Guarantor shall give to the Administrative Agent the following notices and documents (provided that, solely with respect to clauses (i),
(ii) and (iii) below, the Guarantor shall only be obligated to provide such notices and documents to the extent that any of the events
or occurrences described in such clauses is reasonably expected to result in a material liability):


(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;


(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; and


(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, or (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 by the Guarantor or any of its ERISA Affiliates in connection with any event described in
clause (A) or (B) above.


(iv)       Additional
Multiemployer Plan Notices. Promptly upon request, 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.


(m)       Sanctions
Actions or Investigations.  Promptly upon a Responsible Officer of the Guarantor becoming aware that the Guarantor or any
of its Subsidiaries has received formal notice that it has become the subject of any material action or investigation under any Sanctions,
the Guarantor shall, to the extent permitted by law, supply to the Administrative Agent details of any such material action or investigation.




    	15 



    	 



    

(n)       Anti-Corruption
and Sanctions Compliance Policies and Procedures.  The Guarantor will maintain in effect policies and procedures designed
to promote and achieve continued compliance by the Guarantor, its Subsidiaries and their respective directors, officers and employees
with applicable Anti-Corruption Laws and Sanctions.


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 Participations have not been terminated:


(a)       Financial
Covenants.  The Guarantor shall not at any time permit:


(i)       the
ratio of its Total Consolidated Current Assets to Adjusted Total Consolidated Current Liabilities, each as calculated at the end of each
fiscal quarter of the Guarantor, to be less than 1.1 to 1.0 (to be tested quarterly);


(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
aggregate outstanding principal balance of all Secured Indebtedness (excluding any Permitted Secured Indebtedness) incurred by the Guarantor
and its Subsidiaries to be greater than an amount equal to seven and one half percent (7.5%) of the Total Tangible Assets of the Guarantor
and its Subsidiaries, as calculated at the end of each fiscal quarter of the Guarantor and as determined in accordance with GAAP (to be
tested quarterly).


(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)       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 Directors of such Designated Obligor.




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(d)       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.


(e)Anti-Money
Laundering.The Guarantor will not knowingly conduct its operations in violation of any applicable financial recordkeeping and
reporting requirements of the U.S. Bank Secrecy Act, the money laundering statutes of all jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines issued, administered or enforced by any applicable authority (collectively,
the “Money Laundering Laws”), and no action or inquiry by or before any authority involving the Guarantor with respect
to Money Laundering Laws is pending or, to the best of the knowledge of the Responsible Officers of the Guarantor, is threatened.


(f)Sanctions
and Anti-Corruption.The Guarantor will not knowingly use, or permit any of its Subsidiaries to use, any funds derived from any
activity that would violate Sanctions or any Anti-Corruption Laws to pay any of the obligations under the Loan Documents.


The foregoing covenants in this Section
8.2(f) will not apply to any party hereto to which the Blocking Regulation applies, if and to the extent that such covenants are or
would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of, (i) any
provision of the Blocking Regulation (or any law or regulation implementing the Blocking Regulation in any member state of the European
Union) or (ii) any similar blocking or anti-boycott law in the United Kingdom.


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.




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(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 (who shall act following
the receipt of the consent of the Required Lenders).  Such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.


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.




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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 (for the ratable benefit of the Lenders) 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 the Administrative Agent acting on the instructions of all of the Lenders at their complete discretion, and (ii)
subject to the satisfaction of clause (i) above, only be made to a one hundred percent (100%) owned Affiliate of the Guarantor.  


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.




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Section 17.       Substitution
of Guaranty.  Subject to the prior written consent of the Administrative Agent acting on the instructions of all of 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 (INCLUDING, WITHOUT LIMITATION, SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW 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 1391 Timberlake Manor Parkway, Chesterfield, Missouri 63017 (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 office at 1391 Timberlake Manor Parkway, Chesterfield, Missouri 63017, 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.




    	20 



    	 



    

(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)       Taxes.  


(i)       
Any payments by or on behalf of 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 Taxes; provided, that if any Taxes are required to be deducted or withheld from any amounts
payable to the Administrative Agent, as determined in good faith by the applicable Withholding Agent, (x) the applicable Withholding Agent
shall be entitled to make such deduction or withholding and shall timely pay the amount deducted or withheld to the relevant Governmental
Authority in accordance with applicable law and (y) if such Tax is an Indemnified Tax, then the sum payable by the Guarantor to the Administrative
Agent shall be increased to the extent necessary so that after such deduction or withholding has been made (including such deductions
and withholdings applicable to additional sums payable under this Section), the Administrative Agent receives an amount equal to the sum
it would have received had no such withholding or deduction been made.


(ii)       Whenever
any Indemnified 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, a copy of the tax return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent. The Guarantor shall indemnify the Administrative Agent (for its own benefit or for the benefit
of a Lender), within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent or any Lender or required
to be withheld or deducted from a payment to the Administrative Agent or any Lender and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the Guarantor by the Administrative Agent on its own behalf or
on behalf of a Lender, shall be conclusive absent manifest error.




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(iii)       If
any Lender (or participant) is entitled to an exemption from or reduction of withholding Tax with respect to payments made hereunder,
the Administrative Agent shall obtain from such Lender and shall deliver to the Guarantor, at the time or times prescribed by applicable
law or reasonably requested by the Guarantor, 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 (or participant) is legally entitled
to complete, execute and deliver such documentation and in such Lender’s (or participant’s) reasonable judgment such completion,
execution or submission would not materially prejudice the legal or commercial position of such Lender (or participant).


(iv)       If
the Administrative Agent or a Lender determines, in its sole good faith discretion, that it has received a refund of any Indemnified Taxes
as to which the Administrative Agent has been indemnified by the Guarantor or with respect to which the Guarantor has paid additional
amounts pursuant to this Section 18(e), the Administrative Agent (on its own behalf or on behalf of such Lender) shall pay to the
Guarantor an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Guarantor
under this Section 18(e) with respect to Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund); provided, that the Guarantor agrees to pay, upon the request of the Administrative Agent, the amount paid over to the
Guarantor pursuant to this Section 18(e)(iv) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent (for its own benefit or for the benefit of such Lender) in the event that the Administrative Agent
or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section
18(e)(iv), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section
18(e)(iv) the payment of which would place the indemnified party in a less favorable net after-tax position than the indemnified party
would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed
and the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 18(e)(iv) shall
not be construed to require the Administrative Agent or a Lender to make available its Tax returns (or any other information relating
to its Taxes that it deems confidential) to the Guarantor.




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(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, ANY OTHER LOAN DOCUMENT OR FOR ANY TRANSACTIONS CONTEMPLATED BY THIS GUARANTY AND FOR ANY COUNTERCLAIM THEREIN.  THE
GUARANTOR ACKNOWLEDGES THAT (A) THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS GUARANTY, (B) IT HAS RELIED ON THIS WAIVER IN
ENTERING INTO THIS GUARANTY AND (C) IT WILL CONTINUE TO RELY ON THIS WAIVER IN FUTURE DEALINGS RELATED TO THIS GUARANTY.  THE
GUARANTOR REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL ADVISERS AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS AFTER CONSULTATION WITH ITS LEGAL ADVISERS.  IN THE EVENT OF ANY LEGAL PROCEEDING RELATING TO THIS GUARANTY, ANY OTHER
LOAN DOCUMENT OR FOR ANY TRANSACTIONS CONTEMPLATED BY THIS GUARANTY, THIS GUARANTY MAY BE FILED AS EVIDENCE OF THE GUARANTOR’S WAIVER
OF A TRIAL BY JURY.


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.




    	23 



    	 



    

Section 21.       Rabobank
Conflict Waiver.  Rabobank acts as Administrative Agent and Lender and may provide other services or facilities from time
to time (the “Rabobank Roles”).  The Guarantor and each other party hereto acknowledges and consents to any
and all Rabobank Roles, waives any objections it may have to any actual or potential conflict of interest caused by Rabobank acting as
Administrative Agent or as Lender hereunder and acting as or maintaining any of the Rabobank Roles, and agrees that in connection with
any Rabobank Role, Rabobank 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 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]


 


 




    	24 



    	 



    

 


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/ Rajat Gupta


Name: Rajat Gupta


Title:   Treasurer


 


By: /s/ Lisa Ware-Alexander


Name: Lisa Ware-Alexander


Title:   Secretary


 


 


 


 


[Signature Page to Bunge Limited Guaranty]







    	 



    	 



    

Schedule I


Material Adverse Effect


None.


 


 


 


 




    	SI-1 



    	 



    

Schedule II


Environmental Matters


This Schedule II to the Guaranty hereby incorporates
by reference all disclosures related to environmental matters set forth in (i) the Guarantor’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, which was filed by the Guarantor on February 19, 2021 and (ii) the Guarantor’s Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2021, which was filed by the Guarantor on May 4, 2021.


 


 




    	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 Alimentos S.A.	100%
	Bunge Fertilizantes S.A. (Brazil)	100%
	Bunge International Commerce Ltd. 	100%
	
    Bunge Trade Limited (successor

    to Bunge Fertilizantes International Limited)
	100%


 


 


 


 


 


 




    	SIV-1 



    	 



    

Schedule V


Material Contingent Liabilities and Material
Disposition or Acquisition of Assets


This Schedule V to the Guaranty hereby incorporates
by reference all disclosures set forth in (i) the Guarantor’s Annual Report on Form 10-K for the fiscal year ended December 31,
2020, which was filed by the Guarantor on February 19, 2021 and (ii) the Guarantor’s Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2021, which was filed by the Guarantor on May 4, 2021.


 


 


 




    	SV-1 



    	 



    

Schedule VI


Material Litigation


This Schedule VI to the Guaranty hereby incorporates
by reference all disclosures related to legal proceedings set forth in (i) the Guarantor’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, which was filed by the Guarantor on February 19, 2021 and (ii) the Guarantor’s Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2021, which was filed by the Guarantor on May 4, 2021.


 


 


 




    	SVI-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 (including,
without limitation, letter of credit obligations of such Person) minus (b) the sum of all cash, time deposits, marketable securities
and Liquid Inventory of such Person on such date.


“Adjusted Total Consolidated Current
Liabilities”: (a) the total consolidated current liabilities of the Guarantor and its consolidated Subsidiaries determined on a
consolidated basis in accordance with GAAP minus (b) the total letter of credit obligations under any trade structured finance
program of the Guarantor and its consolidated Subsidiaries minus (c) the total sum of all drawings under any revolving credit facility
that has a maturity, as of any test date, greater than or equal to twelve (12) months from such test date minus (d) any drawings
under a commercial paper program, including the Commercial Paper (as defined in Annex X), so long as the drawn portion thereunder is supported
by undrawn commitments under a revolving credit facility, including the Liquidity Agreement (as defined in Annex X) that has a maturity,
as of any test date, greater than or equal to twelve (12) months from such test date.


“Anti-Corruption Laws”: all laws,
rules and regulations of any jurisdiction applicable to the Guarantor or any of its Subsidiaries from time to time concerning or relating
to bribery or corruption.


“BL”: as defined in the preamble
hereto.


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


“Blocking Regulation”:  as
defined in subsection 7(t).


“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.




    	Annex A - 1 



    	 



    

“EDGAR”:  the Electronic
Data-Gathering, Analysis and Retrieval system, which performs automated collection, validation, indexing and forwarding of submissions
by Persons who are required by law to file forms with the U.S. Securities and Exchange Commission.


“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.


“Excluded Taxes”:  has
the meaning assigned to such term in the Credit Agreement, provided, however, that, for the avoidance of doubt, such term
shall include the Taxes set forth in such definition that are imposed on, or required to be withheld or deducted from a payment to, the
Administrative Agent or any Lender under any Loan Document.  


“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.


“Indemnified Taxes”:  (a)
Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of BLFC or the Guarantor
under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


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


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




    	Annex A - 2 



    	 



    

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


“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:	 	
    Rabobank Coöperatieve U.A., New York Branch

    245 Park Avenue, 38th Floor

    New York, New York 10167-0062

    Attention:  Anna Marie Ybanez, Agency Services Phone:  212-574-7334

    Fax:  914-304-9327

    Email:  fm.am.SyndicatedLoans@rabobank.com

    with a copy to:  Annamarie.Ybanez@rabobank.com

	Guarantor:	 	
    Bunge Limited

    1391 Timberlake Manor Parkway

    Chesterfield, Missouri 63017

    Attention:  Treasurer

    Tel. No:  (636) 292-3029

    Telecopy:  (636) 292-4029



 


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


“OFAC”:  the Office of
Foreign Assets Control of the U.S. Department of the Treasury.


“Permitted Secured Indebtedness”:  any
Secured Indebtedness that:


(a) is secured by any mechanic, laborer, workmen,
repairmen, materialmen, supplier, carrier, warehousemen, landlord or vendor Lien or any other Lien provided for by mandatory provisions
of law, any order, attachment or similar legal process arising in connection with a court or other similar proceeding, any tax, charge
or assessment ruling or required by any Governmental Authority under any other similar circumstances;


(b) is incurred or assumed solely for the purpose
of financing all or any part of the cost of constructing or acquiring Property, and any Secured Indebtedness extending, renewing or replacing,
in whole or in part Secured Indebtedness permitted pursuant to this clause (b), so long as the principal amount of the Secured Indebtedness
secured by such Lien does not exceed its original principal amount;




    	Annex A - 3 



    	 



    

(c) is secured by Property existing prior to
the acquisition of such Property or the acquisition of any Subsidiary that is the owner of such Property and is not incurred in contemplation
of such acquisition and any Secured Indebtedness extending, renewing or replacing, in whole or in part Secured Indebtedness permitted
pursuant to this clause (c), so long as the principal amount of the Secured Indebtedness secured by such Lien does not exceed its original
principal amount;



(d) is owed by any Subsidiary to the Guarantor or any other Subsidiary;


(e) is secured by any accounts receivable from
or invoices to export customers (including, but not limited to, Subsidiaries), any contracts to sell, purchase or receive commodities
to or from export customers and any cash collateral and proceeds thereof;


(f) is incurred pursuant to the Loan Documents
or Transaction Documents;


(g) is secured by accounts receivable and other
related assets arising in connection with transfers thereof to the extent such transfers are treated as true sales;


(h) is secured by a Lien on any checking account,
saving account, clearing account, futures account, deposit account, securities account, brokerage account, custody account or other account
(or on any assets held in such account), securing obligations under any agreement or arrangement related to the opening of or provision
of clearing, pooling, zero-balancing, brokerage, settlement, margin or other services related to such account (or on any assets held in
such account), which customarily exist on similar accounts (or on any assets held in such accounts) of corporations in connection with
the opening of, or provision of clearing, pooling, zero-balancing, brokerage, settlement, margin or other services related, to such accounts;
or


(i) is incurred in connection with letters
of credit or other similar instruments issued in the normal course of business of the Guarantor or any Subsidiary, including without limitation,
obligations under reimbursement agreements.


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


“Property”:  any of the
Guarantor’s or any Subsidiary’s present or future property including any asset, revenue, or right to receive income or any
other property, whether tangible or intangible, real or personal.




    	Annex A - 4 



    	 



    

“Rabobank Roles”:  as
defined in Section 21.


“Restricted Party”:  any
person listed:


(a) in the Annex to the
Executive Order;


(b) on the “Specially
Designated Nationals and Blocked Persons” list maintained by OFAC; or


(c) in any successor list
to either of the foregoing.


“Secured Indebtedness”:  all
Indebtedness incurred by the Guarantor and any of its Subsidiaries (without duplication) which is secured by Property pledged by the Guarantor
or any Subsidiary.


“Total Consolidated Current Assets”:  (a)
the total consolidated current assets of the Guarantor and its consolidated Subsidiaries determined on a consolidated basis in accordance
with GAAP, minus (b) the total time deposits under any trade structured finance program of the Guarantor and its consolidated Subsidiaries.


“Total Tangible Assets”:  at
any date of determination, the total amount of assets of the Guarantor and its Subsidiaries (without duplication and excluding any asset
owned by the Guarantor or any Subsidiary that represents an obligation of the Guarantor or any other Subsidiary to such Subsidiary or
Guarantor) after deducting therefrom all goodwill, trade names, trademarks, patents, licenses, copyrights and other intangible assets.


 


 


 


 


Annex A - 5