Exhibit 4.8


 


EXECUTION COPY


 


US$650,000,000


 


FACILITIES
AGREEMENT


 


dated
28 May, 2003


 


for


 


BUNGE
FINANCE EUROPE B.V.


 


as
Borrower


 


arranged
by


 


BNP
PARIBAS


 


CCF


 


and


 


SOCIÉTÉ
GÉNÉRALE


 


as
mandated lead arrangers


 


with


 


HSBC
BANK plc


 


acting
as Agent


 


MULTICURRENCY REVOLVING FACILITIES
AGREEMENT


 

















 


CONTENTS


 


Clause


 


	
  1.

  	
  Definitions And
  Interpretation

  	
   

  
	
  2.

  	
  The Facilities

  	
   

  
	
  3.

  	
  Extension
  Of Facility

  	
   

  
	
  4.

  	
  Purpose

  	
   

  
	
  5.

  	
  Conditions Of Utilisation

  	
   

  
	
  6.

  	
  Utilisation

  	
   

  
	
  7.

  	
  Repayment

  	
   

  
	
  8.

  	
  Prepayment And Cancellation

  	
   

  
	
  9.

  	
  Interest

  	
   

  
	
  10.

  	
  Interest
  Periods

  	
   

  
	
  11.

  	
  Changes To The
  Calculation Of Interest

  	
   

  
	
  12.

  	
  Fees

  	
   

  
	
  13.

  	
  Tax Gross Up And
  Indemnities

  	
   

  
	
  14.

  	
  Increased Costs

  	
   

  
	
  15.

  	
  Other
  Indemnities

  	
   

  
	
  16.

  	
  Mitigation
  By The Lenders

  	
   

  
	
  17.

  	
  Costs And
  Expenses

  	
   

  
	
  18.

  	
  Representations

  	
   

  
	
  19.

  	
  Positive
  Covenants

  	
   

  
	
  20.

  	
  Negative
  Covenants

  	
   

  
	
  21.

  	
  Covenant Of Agent And
  Lenders

  	
   

  
	
  22.

  	
  Events Of
  Default

  	
   

  
	
  23.

  	
  Use Of Websites

  	
   

  
	
  24.

  	
  Changes
  To The Lenders

  	
   

  
	
  25.

  	
  Changes
  To The Borrower

  	
   

  
	
  26.

  	
  Role Of The Agent
  And The Arrangers

  	
   

  
	
  27.

  	
  Conduct Of
  Business By The Finance Parties

  	
   

  
	
  28.

  	
  Sharing Among The
  Finance Parties

  	
   

  
	
  29.

  	
  Payment
  Mechanics

  	
   

  
	
  30.

  	
  Set-Off

  	
   

  
	
  31.

  	
  Notices

  	
   

  
	
  32.

  	
  Calculations And
  Certificates

  	
   

  



 

















 


	
  33.

  	
  Partial
  Invalidity

  	
   

  
	
  34.

  	
  Remedies
  And Waivers

  	
   

  
	
  35.

  	
  Amendments
  And Waivers

  	
   

  
	
  36.

  	
  Counterparts

  	
   

  
	
  37.

  	
  Governing Law

  	
   

  
	
  38.

  	
  Enforcement

  	
   

  



 


	
  Schedule 1 APPLICABLE
  MARGIN

  	
   

  
	
   

  	
   

  
	
  Schedule 2 THE
  ORIGINAL LENDERS

  	
   

  
	
   

  	
   

  
	
  Schedule 3
  CONDITIONS PRECEDENT 

  	
   

  
	
   

  	
   

  
	
  Schedule 4
  UTILISATION REQUEST

  	
   

  
	
   

  	
   

  
	
  Schedule 5
  MANDATORY COST FORMULAE

  	
   

  
	
   

  	
   

  
	
  Schedule 6
  FORM OF TRANSFER CERTIFICATE

  	
   

  
	
   

  	
   

  
	
  Schedule 7
  TIMETABLES

  	
   

  
	
   

  	
   

  
	
  Schedule 8
  FORM OF CONFIDENTIALITY UNDERTAKING

  	
   

  



 


EXHIBIT


 


FORM
OF PARENT GUARANTEE


 

















 


THIS AGREEMENT is
dated 28 May, 2003 and made between:


 


(1)                            BUNGE FINANCE EUROPE B.V. a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands having its seat (statutaire zetel) at
Rotterdam, The Netherlands and its registered office at 11720 Borman Drive, St.
Louis, Missouri, 63146, United States and registered with the Chamber of
Commerce (Kamer van Koophandel) in Rotterdam under number 24347428 (the “Borrower”);


 


(2)                            BNP PARIBAS, CCF and SOCIÉTÉ GÉNÉRALE as mandated lead arrangers (each an “Arranger” and together the “Arrangers”);


 


(3)                            THE FINANCIAL INSTITUTIONS listed on Schedule 2 (The
Original Lenders) as lenders (the “Original Lenders”); and


 


(4)                            HSBC BANK plc as agent of the other Finance Parties (the “Agent”).


 


IT IS AGREED as
follows:


 


INTERPRETATION


 


1.                                 DEFINITIONS
AND INTERPRETATION


 


1.1                           Definitions


 


In this
Agreement:


 


“Additional
Cost Rate” has the meaning given to it in Schedule 5 (Mandatory Cost Formulae).


 


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


 


“Agent’s Spot
Rate of Exchange” means the Agent’s spot rate of exchange for the
purchase of the relevant currency with the Base Currency in the London foreign
exchange market at or about 11:00 a.m. on a particular day.


 


“Applicable Margin” means as set out in
Schedule 1 (Applicable Margin)
hereto.


 


“Authorisation”
means an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration.


 


“Availability
Period” means the period beginning on the date hereof and ending on
the relevant Final Maturity Date.


 


1

















 


“Available
Commitment” means, on any date in relation to a Facility, a Lender’s
Commitment under that Facility minus:


 


(a)                                      the
Base Currency Amount of its participation in any outstanding Loans under that
Facility on such date; and


 


(b)                                     in
relation to any proposed Utilisation, the Base Currency Amount of its
participation in any Loans that are due to be made under that Facility on or
before the proposed Utilisation Date,


 


other than the
Base Currency Amount of that Lender’s participation in any Loans under that
Facility that are due to be repaid or prepaid on or before the proposed
Utilisation Date.


 


“Available
Facility” means, in relation to a Facility, the aggregate for the
time being of each Lender’s Available Commitment in respect of that Facility.


 


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


 


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


 


“Base
Currency” means U.S. dollars.


 


“Base
Currency Amount” means, in relation to a Loan, the amount specified
in the Utilisation Request for that Loan (or, if the amount requested is not
denominated in the Base Currency, that amount converted into the Base Currency
at the Agent’s Spot Rate of Exchange on the date which is three Business Days
before the Utilisation Date or, if later, on the date the Agent receives the
Utilisation Request).


 


“Borrower Account” means any account
established by or for the Borrower, other than the Series 2003-1 Collection
Subaccount (or any sub-subaccount thereof), for the purpose of depositing funds
borrowed hereunder or under any Pari Passu  Indebtedness
and any amounts paid pursuant to the Series 2003-1 VFC Certificate and all
amounts received with respect to Hedge Agreements.


 


“Break Costs”
means the amount (if any) by which:


 


(a)                                      the
interest minus the Applicable Margin which a Lender should have received for
the period from the date of receipt of all or any part of its participation in
a Loan or Unpaid Sum to the last day of the current Interest Period in respect
of that Loan or Unpaid Sum, had the principal amount of that Loan or Unpaid Sum
received been paid on the last day of that Interest Period;


 


exceeds:


 


(b)                                     the
amount which that Lender would be able to obtain by placing an amount equal to
the principal amount of that Loan or Unpaid Sum received by it on deposit with
a 


 


2

















 


leading bank
in the Relevant Interbank Market for a period starting on the Business Day
following receipt or recovery and ending on the last day of that Interest
Period.


 


“Bunge Master Trust” means the trust created
pursuant to the Pooling Agreement.


 


“Business Day”
means a day (other than a Saturday or Sunday) on which banks are open for
general business in London, New York City and Paris and:


 


(a)                                      (in
relation to any date for payment or purchase of a currency other than euro) the
principal financial centre of the country of that currency; or


 


(b)                                     (in
relation to any date for payment or purchase of euro) any TARGET Day.


 


“Change of Control” means that (i) during
any twelve (12) consecutive calendar months more than fifty per cent (50%) of
the members of the Board of Directors of the Parent who were members on the
first day of such period shall have resigned or been removed or replaced, other
than as a result of death, disability or change in personal circumstances, or
(ii) any Person or “Group” (as defined in Section 13(d)(3) of the United
States Securities Exchange Act of 1934, as amended, but excluding (a) any
employee benefit or stock ownership plans of the Parent and (b) members of the
Board of Directors and executive officers of the Parent as of the date of this
Agreement, members of the immediate families of such members and executive
officers, and family trusts and partnerships established by or for the benefit
of any of the foregoing individuals) shall have acquired more than fifty per
cent (50%) of the combined voting power of all classes of common stock of the
Parent, except that the Parent’s purchase of its common stock outstanding on
the date of this Agreement which results in one or more of the Parent’s
shareholders of record as of the date of this Agreement controlling more than
fifty per cent (50%) of the combined voting power of all classes of common
stock of the Parent shall not constitute an acquisition for the purposes of
this Agreement.


 


“Commitment”
means a Facility A Commitment or Facility B Commitment.


 


“Confidentiality
Undertaking” means a confidentiality undertaking substantially in
the form set out in Schedule 8 or in any other form agreed between the
Borrower and the Agent.


 


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


 


“Daily Report” means a report prepared by
the Servicer on each Business Day required pursuant to Section 4.01 of the
Servicing Agreement or Clause 19 (Positive
Covenants) of this Agreement, in substantially the form of Exhibit B
attached to the Series 2003-1 Supplement.


 


“Default”
means an Event of Default or any event or circumstance specified in
Clause 22 (Events of Default) which would (with the expiry of a grace
period, the giving of notice, the 


 


3

















 


making of any
determination under the Finance Documents or any combination of any of the
foregoing) be an Event of Default.


 


“Defaulted Loan” has the meaning as defined
in Annex X of the Pooling Agreement.


 


“Delinquent Loan” has the meaning as defined
in Annex X of the Pooling Agreement.


 


“Designated Obligors” means the Parent and
the Subsidiaries of the Parent set forth on Schedule IV to the Parent
Guarantee (and their successors) and any other Subsidiaries of the Parent
designated by the Parent from time to time under the Pooling Agreement that
satisfy the conditions set forth in the definition of “Eligible Obligor” in
Annex X to the Pooling Agreement. 
Notwithstanding the immediately preceding sentence, with the prior
written consent of the Majority Lenders (which consent shall not be
unreasonably withheld), the Borrower may from time to time identify, on the
instructions of the Parent, the Parent and certain Subsidiaries that shall not
be classified as Designated Obligors.


 


“EURIBOR”
means, in relation to any Loan in euro:


 


(a)                                      the
applicable Screen Rate; or


 


(b)                                     (if
no Screen Rate is available for the Interest Period of that Loan) the
arithmetic mean of the rates (rounded upwards to four decimal places) as
supplied to the Agent at its request quoted by the Reference Banks to leading
banks in the European interbank market;


 


in each case,
as of the Specified Time on the Quotation Day for the offering of deposits in
euro for a period comparable to the Interest Period of the relevant Loan.


 


“Event of
Default” means any event or circumstance specified as such in
Clause 22 (Events of Default).


 


“Exemption Regulation” means the Exemption
Regulation dated 26 June 2002 of the Ministry of Finance of The
Netherlands, as promulgated in connection with the Dutch Act on the Supervision
of Credit Institutions 1992 (wet toezicht
kredietwezen 1992).


 


“Existing Facility” means the facility
agreement dated 15 October 2002 between, among others, Cereol SA, as
borrower, BNP Paribas, CCF and Société Générale as mandated lead arrangers and
BNP Paribas as facility agent, as amended, supplemented or otherwise modified.


 


“Facility”
means Facility A or Facility B and “Facilities”
mean both Facility A and Facility B.


 


“Facility A”
means the revolving loan facility made available under this Agreement as
described in Clause 2.1(a) (The Facilities).


 


4

















 


“Facility A
Commitment” means:


 


(a)                                      in
relation to an Original Lender, the amount in the Base Currency set opposite
its name under the heading “Facility A Commitment” in Schedule 2 (The Original Lenders) and the amount of
any other Facility A Commitment transferred to it under this Agreement; and


 


(b)                                     in
relation to any other Lender, the amount in the Base Currency of any Facility A
Commitment transferred to it under this Agreement,


 


to the extent
not cancelled, reduced or transferred by it under this Agreement.


 


“Facility A
Loan” means a loan made or to be made under Facility A or (as the
context requires) the principal amount outstanding for the time being of that
loan.


 


“Facility B”
means the revolving loan facility made available under this Agreement as
described in Clause 2.1(b) (The Facilities).


 


“Facility B
Commitment” means:


 


(a)                                      in
relation to an Original Lender, the amount in the Base Currency set opposite
its name under the heading “Facility B Commitment” in Schedule 2 (The Original Lenders) and the amount of
any other Facility B Commitment transferred to it under this Agreement; and


 


(b)                                     in
relation to any other Lender, the amount in the Base Currency of any Facility B
Commitment transferred to it under this Agreement,


 


to the extent
not cancelled, reduced or transferred by it under this Agreement.


 


“Facility B
Loan” means a loan made or to be made under Facility B or (as the
context requires) the principal amount outstanding for the time being of that
loan.


 


“Facility
Office” means the office or offices notified by a Lender to the
Agent in writing on or before the date it becomes a Lender (or, following that
date, by not less than five Business Days’ written notice) as the office or
offices through which it will perform its obligations under this Agreement.


 


“Fee Letter”
means any letter or letters dated on or about the date of this Agreement
between the Arrangers and the Borrower (or the Agent and the Borrower) setting
out any of the fees referred to in Clause 12 (Fees).


 


“Final
Maturity Date” means:


 


(a)                                      in
relation to Facility A, the date falling 364 days from the date hereof (unless
such Facility is extended under Clause 3 (Extension
of Facility)); and


 


(b)                                     in
relation to Facility B, the date falling 3 years from the date hereof,


 


5

















 


or, in each
case, if such date is not a Business Day, the immediately preceding Business
Day.


 


“Finance
Document” means this Agreement, any Fee Letter, any Transfer
Certificate, the Parent Guarantee and any other agreement or document from time
to time entered into pursuant to any of the foregoing documents and any other
document designated in writing as such by the Agent and the Borrower.


 


“Finance
Party” means the Agent, an Arranger or a Lender.


 


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


 


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


 


“Group”
means the Borrower, the Parent and the Designated Obligors.


 


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


 


6

















 


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


 


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


 


“Holding
Company” means, in relation to a company or corporation, any other
company or corporation in respect of which it is a Subsidiary.


 


“Indebtedness” means, as to any Person,
without duplication:


 


(a)                                      all
obligations of such Person for borrowed money;


 


(b)                                     all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;


 


(c)                                      all
obligations of such Person to pay the deferred purchase price of property,
except trade accounts payable arising in the ordinary course of business;


 


(d)                                     all
obligations of such Person as lessee which are capitalised in accordance with
GAAP;


 


(e)                                      all
obligations of such Person created or arising under any conditional sales or
other title retention agreement with respect to any property acquired by such
Person (including, without limitation, obligations under any such agreement
which provides that the rights and remedies of the seller or lender thereunder
in the event of default are limited to repossession or sale of such property);


 


(f)                                        all obligations of such Person with respect to letters of credit and
similar instruments including, without limitation, obligations under
reimbursement agreements;


 


(g)                                     all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has existing right, contingent or otherwise, to be secured by) a Lien on any
asset of such Person, whether or not such Indebtedness is assumed by such
Person;


 


(h)                                     all
net obligations of such Person in respect of equity derivatives and Hedge
Agreements; and


 


(i)                                         all Guarantee Obligations of such Person (other than guarantees of
obligations of direct or indirect Subsidiaries of such Person).


 


“Information
Memorandum” means the document in the form approved by the Borrower
and the Parent concerning the Borrower and the Parent which, at their request
and on their behalf, was prepared in relation to this transaction and
distributed by the Arrangers to selected financial institutions before the date
of this Agreement.


 


7

















 


“Interest
Period” means, in relation to a Loan, each period determined in
accordance with Clause 10 (Interest Periods) and, in relation to
an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default
interest).


 


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


 


“Lender”
means:


 


(a)                                      any
Original Lender; and


 


(b)                                     any
bank, financial institution, trust, fund or other entity which has become a
Party in accordance with Clause 24 (Changes to the Lenders),


 


which in each
case has not ceased to be a Party in accordance with the terms of this
Agreement.


 


“LIBOR”
means, in relation to any Loan in the Base Currency:


 


(a)                                      the
applicable Screen Rate; or


 


(b)                                     (if
no Screen Rate is available for the currency or Interest Period of that Loan)
the arithmetic mean of the rates (rounded upwards to four decimal places) as
supplied to the Agent at its request quoted by the Reference Banks to leading
banks in the London interbank market,


 


in each case,
as of the Specified Time on the Quotation Day for the offering of deposits in
the currency of that Loan and for a period comparable to the Interest Period
for that Loan.


 


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


 


“Loan”
means a Facility A Loan or a Facility B Loan and “Loans” means any combination of Facility A Loans and Facility
B Loans.


 


“Majority
Lenders” means:


 


(a)                                      if
there are no Loans then outstanding, a Lender or Lenders whose Commitments
aggregate more than 662/3% of the Total Commitments (or,
if the Total Commitments have been reduced to zero, aggregated more than 662/3%
of the Total Commitments immediately prior to the reduction); or


 


(b)                                     at
any other time, a Lender or Lenders whose participations in the Loans then outstanding
aggregate more than 662/3% of all the Loans then outstanding.


 


8

















 


“Mandatory
Cost” means the percentage rate per annum calculated by the Agent in
accordance with Schedule 5 (Mandatory
Cost Formulae).


 


“Master Trust Approved Currencies” means
U.S. dollars, euro, sterling and yen.


 


“Master Trust Guaranty” means the Fourth
Amended and Restated Guaranty made as of May 1, 2003 by the Parent to
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”,
New York Branch, as letter of credit agent, JP Morgan Chase Bank, as
administrative agent, and The Bank of New York, as collateral agent and
trustee, as the same may be amended, supplemented or otherwise modified in
accordance with the terms hereof from time to time.


 


“Material Adverse Effect” means:


 


(a)                                      a
material adverse effect on the business, property, operations, condition
(financial or otherwise) or prospects of the Borrower or of the Parent and its
consolidated Subsidiaries taken as a whole;


 


(b)                                     a
material impairment of the collectability of the Purchased Loans taken as a
whole; or


 


(c)                                      a
material impairment of the validity or enforceability of this Agreement or any
of the other Finance Documents or of the Transaction Documents or the rights or
remedies of the Agent or the Lenders against the Borrower or the Parent
hereunder or under the other Finance Documents.


 


“Month”
means a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month, except that:


 


(a)                                      (subject
to paragraph (c) below) if the numerically corresponding day is not a Business
Day, that period shall end on the next Business Day in that calendar month in
which that period is to end if there is one, or if there is not, on the
immediately preceding Business Day;


 


(b)                                     if
there is no numerically corresponding day in the calendar month in which that
period is to end, that period shall end on the last Business Day in that
calendar month; and


 


(c)                                      if
an Interest Period begins on the last Business Day of a calendar month, that
Interest Period shall end on the last Business Day in the calendar month in
which that Interest Period is to end.


 


The above
rules will only apply to the last Month of any period.


 


“Monthly Settlement Statement” has the
meaning defined in Annex X to the Pooling Agreement.


 


9

















 


“Moody’s” means Moody’s Investors Service,
Inc. or any successor of Moody’s credit ratings service.


 


“Obligors”
means the Parent and the Borrower.


 


“Optional
Currency” means euro.


 


“Parent” means Bunge Limited, a company
formed under the laws of Bermuda having its registered office at Clarendon
House, 2 Church Street, Hamilton HM 11 Bermuda.


 


“Parent Guarantee” means the guarantee given
by the Parent in the form set out in the Exhibit to this Agreement, as the same
may be amended, supplemented or otherwise modified in accordance with the terms
of the Finance Documents.


 


“Pari Passu Indebtedness” means:


 


(a)                                      Indebtedness
for borrowed money, the proceeds of which are used to increase the Series
2003-1 Invested Amount and/or to refinance Indebtedness originally used for
such purpose; and


 


(b)                                     Indebtedness
incurred in connection with Hedge Agreements entered into in connection with the
Commitments hereunder and any Pari Passu Indebtedness described in paragraph
(a) above,


 


in each case
which ranks not greater than pari passu
(in priority of payment) with the Loans.


 


“Participating
Member State” means any member state of the European Communities
that adopts or has adopted the euro as its lawful currency in accordance with
legislation of the European Community relating to Economic and Monetary Union.


 


“Party”
means a party to this Agreement.


 


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


 


“Permitted Indebtedness” means:


 


(a)                                      Indebtedness
of the Borrower pursuant to this Agreement; and


 


(b)                                     Pari Passu Indebtedness.


 


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


 


10

















 


“PMP” means a “professional market party”
within the meaning of the Exemption Regulation.


 


“Policy Guidelines” means the Dutch Central
Bank’s Policy Guidelines (issued in relation to the Exemption Regulation) dated
10 July 2002 (beleidsregel
kernbegrippen markttoetreding en handhaving wtk 1992).


 


“Pooling Agreement” means the Fourth Amended
and Restated Pooling Agreement, dated as of May 1, 2003, among Bunge Funding,
Inc., the Servicer and The Bank of New York, as trustee, as the same may be
amended, supplemented or otherwise modified in accordance with the terms hereof
from time to time.


 


“Purchased Loan” has the meaning defined in
Annex X to the Pooling Agreement.


 


“Quotation
Day” means, in relation to any period for which an interest rate is
to be determined:


 


(a)                                      (if
the currency is U.S. dollars) two Business Days before the first day of that
period; or


 


(b)                                     (if
the currency is euro) two TARGET Days before the first day of that period,


 


unless market
practice differs in the Relevant Interbank Market for a currency, in which case
the Quotation Day for that currency will be determined by the Agent in
accordance with market practice in the Relevant Interbank Market (and if
quotations would normally be given by leading banks in the Relevant Interbank
Market on more than one day, the Quotation Day will be the last of those days).


 


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


 


“Rating Agencies” means collectively,
S&P and Moody’s.


 


“Ratings” means the ratings of the Rating
Agencies applicable to the long-term, non-credit enhanced senior unsecured debt
of the Parent, as announced by the Rating Agencies.


 


“Reference
Banks” means, in relation to LIBOR, the principal London offices of
BNP Paribas, HSBC Bank plc and Société Générale and, in relation to EURIBOR,
the principal Paris offices of BNP Paribas, CCF and Société Générale or such
other banks as may be appointed by the Agent in consultation with the Borrower.


 


“Relevant
Interbank Market” means, in relation to euro, the European interbank
market, and, in relation to any other currency, the London interbank market.


 


“Repeating
Representations” means each of the representations set out in
Clauses 18.1 (Existence: Compliance with Law) to 18.6 (No default), paragraph (c)
of Clause 18.11 (No 


 


11

















 


misleading information), Clause 18.12 (No Subsidiaries),
Clause 18.14 (Pari passu ranking) and Clause 18.16 (Limited Purpose), Clause 18.17 (No Change) and Clause 18.19 (Compliance with the Credit Supervision Act).


 


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


 


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


 


“Rollover
Loan” means one or more Loans under a Facility:


 


(a)                                      made
or to be made on the same day that a maturing Loan under such Facility is due
to be repaid;


 


(b)                                     the
aggregate amount of which is equal to or less than the maturing Loan under such
Facility;


 


(c)                                      in
the same currency as the maturing Loan under such Facility; and


 


(d)                                     made
or to be made for the purpose of refinancing a maturing Loan under such
Facility.


 


“Sale Agreement” means the Second Amended
and Restated Sale Agreement, dated as of September 6, 2002, among Bunge
Funding Inc., as buyer, Bunge Finance Limited, a Bermuda company, as a seller,
and Bunge Finance North America, Inc. a Delaware corporation, as a seller, as
the same may be amended, supplemented or otherwise modified in accordance with
the terms hereof from time to time.


 


“S&P” means Standard & Poor’s Rating
Services, a division of the McGraw-Hill Companies, Inc. or any successor of
S&P’s credit ratings service.


 


“Screen Rate” means:


 


(a)                                      in
relation to LIBOR, the British Bankers’ Association Interest Settlement Rate
for the relevant currency and period; and


 


(b)                                     in
relation to EURIBOR, the percentage rate per annum determined by the Banking
Federation of the European Union for the relevant period,


 


displayed on
the appropriate page of the Reuters screen. If the agreed page is replaced or
service ceases to be available, the Agent may specify another page or service
displaying the appropriate rate after consultation with the Borrower and the
Lenders.


 


12

















 


“Series 2003-1 Accrued Interest” shall have
the meaning assigned in subsection 3A.03 of Series 2003-1 Supplement.


 


“Series 2003-1 Adjusted Invested Amount”
shall mean, as of any date of determination, (i) the Series 2003-1 Invested
Amount (as defined in Annex X to the Pooling Agreement) on such date, minus
(ii) the amount on deposit in the Series 2003-1 Collection Subaccount on such
date that is available to reduce the Series 2003-1 Invested Amount up to a
maximum of the Series 2003-1 Invested Amount.


 


“Series 2003-1 Allocated Loan Amount” shall
mean, on any date of determination, the lower of (i) the Series 2003-1 Target
Loan Amount on such day and (ii) the product of (x) the Aggregate Loan Amount
(as defined in Annex X to the Pooling Agreement) on such day times (y) the
percentage equivalent of a fraction the numerator of which is the Series 2003-1
Target Loan Amount on such day and the denominator of which is the Aggregate
Target Loan Amount (as defined in Annex X to the Pooling Agreement) on such
day.


 


“Series 2003-1 Collection Subaccount” shall
have the meaning assigned in subsection 3A.02(a) of the Series 2003-1
Supplement.


 


“Series 2003-1 Early Amortisation Event”
shall have the meanings assigned in Section 5.01 of the Series 2003-1
Supplement and Section 7.01 of the Pooling Agreement.


 


“Series 2003-1 Supplement” means the Bunge
Master Trust Series 2003-1 Supplement dated as of May 1, 2003 to the Pooling
Agreement among Bunge Funding, Inc., as company, the Servicer, the Borrower, as
Series 2003-1 Purchaser and The Bank of New York, as trustee, as the same may
be amended, supplemented or otherwise modified in accordance with the terms
hereof from time to time.


 


“Series 2003-1 Target Loan Amount” shall
mean, on any date of determination, the sum of (i) the Series 2003-1 Adjusted
Invested Amount on such date plus (ii) the result of (a) Series 2003-1 Accrued
Interest on such day minus (b) the amount on deposit in the Series 2003-1
Collection Subaccount on such day that is available to pay such Series 2003-1
Accrued Interest.


 


“Series 2003-1 VFC Certificate” shall mean
the Series 2003-1 VFC Certificate executed by Bunge Funding, Inc. and
authenticated by or on behalf of The Bank of New York, as trustee,
substantially in the form of Exhibit A attached to the Series 2003-1
Supplement.


 


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


 


“Servicing Agreement” means the Second Amended
and Restated Servicing Agreement, dated as of February 26, 2002 among
Bunge Funding, Inc., the Servicer and The Bank of New York, as trustee, as the
same may be amended, supplemented or otherwise modified in accordance with the
terms hereof from time to time.


 


13

















 


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


 


“Specified
Time” means a time determined in accordance with Schedule 7 (Timetables).


 


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


 


“TARGET”
means Trans-European Automated Real-time Gross Settlement Express Transfer
payment system.


 


“TARGET Day”
means any day on which TARGET is open for the settlement of payments in euro.


 


“Tax”
means any tax, levy, impost, duty or other charge or withholding of a similar
nature (including any penalty or interest payable in connection with any
failure to pay or any delay in paying any of the same).


 


“Total
Commitments” means the aggregate of the Total Facility A Commitments
and the Total Facility B Commitments, being $650,000,000 at the date of this
Agreement.


 


“Total
Facility A Commitments” means the aggregate of the Facility A
Commitments being $455,000,000 at the date of this Agreement.


 


“Total
Facility B Commitments” means the aggregate of the Facility B
Commitments being $195,000,000 at the date of this Agreement.


 


14

















 


“Transfer
Certificate” means a certificate substantially in the form set out
in Schedule 6 (Form of Transfer
Certificate) or any other form agreed between the Agent and the
Borrower.


 


“Transfer
Date” means, in relation to a transfer, the later of:


 


(a)                                      the
proposed transfer date specified in the Transfer Certificate; and


 


(b)                                     the
date on which the Agent executes the Transfer Certificate.


 


“Transaction Documents” means the Master
Trust Guaranty, the Pooling Agreement, the Series 2003-1 Supplement, the Series
2003-1 VFC Certificate, the Sale Agreement and the Servicing Agreement.


 


“Unpaid Sum”
means any sum due and payable but unpaid by the Borrower under the Finance
Documents.


 


“US” and “United
States” means the Unites States of America, its territories,
possessions and other areas subject to the jurisdiction of the United States of
America.


 


“Utilisation”
means a utilisation of a Facility.


 


“Utilisation
Date” means the date of a Utilisation, being the date on which the
relevant Loan is to be made.


 


“Utilisation
Request” means a notice substantially in the form set out in
Schedule 4 (Utilisation Request).


 


1.2                           Construction


 


(a)                                      Unless
a contrary indication appears any reference in this Agreement to:


 


(i)                        the “Agent”,
any “Arranger”,
any “Finance
Party”, any “Lender”, any “Obligor” or any “Party”
shall be construed so as to include its successors in title, permitted assigns
and permitted transferees;


 


(ii)                     “assets”
of any Person shall be construed as a reference to the whole or any part of its
business, undertaking, property, assets, rights and revenues (including any
right to receive revenues);


 


(iii)                  a “Finance
Document” or any other agreement or instrument is a reference to
that Finance Document or other agreement or instrument as amended, supplemented
or novated;


 


(iv)                 a “regulation”
includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental, intergovernmental
or supranational body, agency, department or regulatory, self-regulatory or
other authority or organisation;


 


15

















 


(v)                    a provision of law
is a reference to that provision as amended or re-enacted; and


 


(vi)                 a time of day is a
reference to London time.


 


(b)                                     Section,
Clause and Schedule headings are for ease of reference only.


 


(c)                                      Unless
a contrary indication appears, a term used in any other Finance Document or in
any notice given under or in connection with any Finance Document has the same
meaning in that Finance Document or notice as in this Agreement.


 


1.3                           Currency Symbols and
Definitions


 


“$”
and “dollars”
denote lawful currency of the United States, “EUR” and “euro”
means the single currency unit of the Participating Member States, “£” and “sterling”
denote lawful currency of the United Kingdom of Great Britain and Northern
Ireland and “yen” means the lawful
currency of Japan.


 


1.4                           Third party rights


 


(a)                                      Unless
expressly provided to the contrary in a Finance Document a person who is not a
Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the
“Third
Parties Act”) to enforce or to enjoy the benefit of any term of this
Agreement.


 


(b)                                     Notwithstanding
any term of any Finance Document, the consent of any person who is not a Party
is not required to rescind or vary this Agreement at any time.


 


16

















 


THE FACILITIES


 


2.                                 THE FACILITIES


 


2.1                           The Facilities


 


Subject to the
terms of this Agreement, the Lenders make available to the Borrower:


 


(a)                                      a
multicurrency revolving loan facility in an aggregate amount equal to the Total
Facility A Commitments; and


 


(b)                                     a
multicurrency revolving loan facility in an aggregate amount equal to the Total
Facility B Commitments.


 


2.2                           Finance Parties’ rights and
obligations


 


(a)                                      The
obligations of each Finance Party under the Finance Documents are several.  Failure by a Finance Party to perform its
obligations under the Finance Documents does not affect the obligations of any
other Party under the Finance Documents. 
No Finance Party is responsible for the obligations of any other Finance
Party under the Finance Documents.


 


(b)                                     The
rights of each Finance Party under or in connection with the Finance Documents
are separate and independent rights and any debt arising under the Finance
Documents to a Finance Party from an Obligor shall be a separate and
independent debt.


 


(c)                                      A
Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce its rights under the Finance Documents.


 


3.                                 EXTENSION
OF FACILITY


 


3.1                           Extension Request


 


The Borrower
shall be entitled to request not more than two extensions of Facility A, in
each case, for an additional period of 364 days, by giving notice to the Agent
(the “Extension
Request”) not more than 60 nor less than 30 days before the Final
Maturity Date for Facility A.  Such
notice shall be made in writing, be unconditional and binding on the Borrower
except as set out in Clause 3.5.


 


3.2                           Notification of Extension
Request


 


The Agent
shall forward a copy of the Extension Request to the Lenders as soon as
practicable after receipt of it.


 


3.3                           Lenders’ Response to Extension
Request


 


If a Lender,
in its individual and sole discretion, agrees to the extension requested by the
Borrower, it shall give notice to the Agent (a “Notice of Extension”)
(revocable only in the case mentioned in Clause 3.5) no later than 10 Business
Days after the applicable Extension Request for Facility A.  If a Lender does not give such Notice of
Extension by such date, then that Lender shall be deemed to have refused that
extension.


 


17

















 


3.4                           Lender’s Discretion


 


Nothing shall
oblige a Lender to agree to an Extension Request.


 


3.5                           Revocation of Extension


 


(a)                                      If
one or more (but not all) of the Lenders give Notices of Extension pursuant to
Clause 3.3, then the Agent shall notify the Borrower and the Lenders which have
given Notices of Extension, identifying in that notification which Lenders have
not given a Notice of Extension.


 


(b)                                     A
Lender may, on the basis that one or more of the Lenders have not given a
Notice of Extension and within 5 days after receipt of notification to that
effect from the Agent, withdraw its Notice of Extension provided that, if a
Lender does not give notice of such withdrawal within that period, then its
Notice of Extension shall be binding on it.


 


(c)                                      The
Borrower may, on the basis that one or more of the Lenders have not given
Notices of Extension and no later than 10 days prior to the Final Maturity Date
for Facility A, withdraw its Extension Request provided that, if the Borrower
does not give notice of that withdrawal within that period, then its Extension
Request shall be binding on it.


 


3.6                           Extension Date


 


(a)                                      The
Final Maturity Date for Facility A shall be extended if and when either:


 


(i)                        all the
Lenders have agreed to it by giving a Notice of Extension; or


 


(ii)                     one or more
Lenders have agreed by giving a Notice of Extension and not withdrawing that
Notice of Extension within the 5 day period referred to in Clause 3.5(b);


 


and, provided
that the Borrower has not withdrawn its Extension Request by the
time specified in Clause 3.5(c), the Final Maturity Date for Facility A shall
then be extended to the day which is 364 days from (and including) such Final
Maturity Date.


 


(b)                                     If
less than all the Lenders give a Notice of Extension (which is not withdrawn
pursuant to Clause 3.5), then the Facility A Commitments and the share of any
outstanding Facility A Loans of the Lenders which have not agreed to the
extension shall be reduced to zero on the Final Maturity Date for Facility A
prior to such extension and the amount of Facility A shall be reduced
accordingly.


 


3.7                           Transfer of Commitment


 


If a Lender
has not agreed to an extension, such Lender will, upon the request of the
Borrower, transfer its Facility A Commitment to such other bank or financial
institution specified by the Borrower that is willing to accept such transfer,
and such transfer shall take effect on the Final Maturity Date for Facility A
prior to the relevant extension.


 


18

















 


3.8                           Notification of Extension


 


The Agent
shall promptly inform the Borrower and the Lenders of the size of Facility A if
reduced.


 


4.                                 PURPOSE


 


4.1                           Purpose


 


The Facilities
shall be available solely to enable the Borrower to make advances to the Bunge
Master Trust pursuant to the Series 2003-1 VFC Certificate.  The Borrower undertakes that all amounts
advanced to the Bunge Master Trust will be used by the Bunge Master Trust to
make intercompany loans to the Designated Obligors for general corporate
purposes.


 


4.2                           Monitoring


 


No Finance
Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.


 


5.                                 CONDITIONS
OF UTILISATION


 


5.1                           Initial conditions precedent


 


The Borrower
may not deliver a Utilisation Request unless the Agent has received all of the
documents and other evidence listed in Schedule 3 (Conditions Precedent) and copies of any
other document, authorisation, opinion or assurance reasonably requested by the
Agent in form and substance reasonably satisfactory to the Agent.  The Agent shall notify the Borrower and the
Lenders promptly upon being so satisfied.


 


5.2                           Further conditions precedent


 


The Lenders
will only be obliged to comply with Clause 6.4 (Lenders’ participation) if
on the date of the Utilisation Request and on the proposed Utilisation Date:


 


(a)                                      in
the case of a Rollover Loan, no Event of Default is continuing or would result
from the proposed Loan and, in the case of any other Loan, no Default is
continuing or would result from the proposed Loan; and


 


(b)                                     the
Repeating Representations to be made by the Borrower under this Agreement and
the representations to be made by the Parent under Section 7 of the Parent
Guarantee are true in all material respects.


 


5.3                           Maximum number of Loans


 


The Borrower
may not deliver a Utilisation Request if as a result of the proposed
Utilisation:


 


(a)                                      more
than 25 Loans shall be outstanding, or


 


(b)                                     more
than 12 Loans would have been made with an Interest Period of two weeks
duration in any successive period of twelve months, commencing on the date of
this Agreement.


 


19

















 


UTILISATION


 


6.                                 UTILISATION


 


6.1                           Delivery of a Utilisation
Request


 


The Borrower
may utilise a Facility by delivery to the Agent of a duly completed Utilisation
Request not later than the Specified Time.


 


6.2                           Completion of a Utilisation
Request


 


(a)                                      Each
Utilisation Request is irrevocable and will not be regarded as having been duly
completed unless:


 


(i)                        it identifies
the Facility to be utilised;


 


(ii)                     the proposed
Utilisation Date is a Business Day within the Availability Period applicable to
that Facility;


 


(iii)                  the currency and
amount of the Utilisation comply with Clause 6.3 (Currency and amount); and


 


(iv)                 the proposed Interest
Period complies with Clause 10 (Interest Periods).


 


(b)                                     Only
one Loan may be requested in each Utilisation Request.


 


6.3                           Currency and amount


 


(a)                                      The
currency specified in a Utilisation Request must be the Base Currency or the
Optional Currency.


 


(b)                                     The
amount of the proposed Loan must be:


 


(i)                        if the
currency selected is the Base Currency, a minimum of $5,000,000 or, if less,
the  Available Facility for the relevant
Facility; or


 


(ii)                     if the currency
selected is the Optional Currency a minimum of EUR5,000,000 or, if less, the
Available Facility for the relevant Facility; and


 


(iii)                  in any event such
that the Base Currency Amount is less than or equal to the Available Facility
for the relevant Facility.


 


6.4                           Lenders’ participation


 


(a)                                      If
the conditions set out in this Agreement have been met, each Lender shall make
its participation in each Loan available by the Utilisation Date through its
Facility Office.


 


(b)                                     The
amount of each Lender’s participation in each Loan will be equal to the
proportion borne by its Available Commitment to the Available Facility
immediately prior to making the Loan.


 


20

















 


(c)                                      The
Agent shall notify each Lender of the amount, currency and the Base Currency
Amount of each Loan and the amount of its participation in that Loan, in each
case by the Specified Time.


 


21

















 


REPAYMENT, PREPAYMENT AND
CANCELLATION


 


7.                                 REPAYMENT


 


7.1                           Repayment of Facility A Loans


 


The Borrower
shall repay each Facility A Loan on the last day of its Interest Period.


 


7.2                           Repayment of Facility B Loans


 


The Borrower
shall repay each Facility B Loan on the last day of its Interest Period.


 


8.                                 PREPAYMENT
AND CANCELLATION


 


8.1                           Illegality


 


If, it becomes
unlawful, in any applicable jurisdiction for a Lender to perform any of its
obligations as contemplated by this Agreement or to fund or maintain its
participation in any Loan:


 


(a)                                      that
Lender shall promptly notify the Agent upon becoming aware of that event;


 


(b)                                     upon
the Agent notifying the Borrower, the Commitment of that Lender will be
immediately cancelled; and


 


(c)                                      the
Borrower shall repay that Lender’s participation in the Loans made to the Borrower
on the last day of the Interest Period for each Loan occurring after the Agent
has notified the Borrower or, if earlier, the date specified by the Lender in
the notice delivered to the Agent (being no earlier than the last day of any
applicable grace period permitted by law).


 


8.2                           Change of control


 


If after the
date of this Agreement (i) any Change of Control shall occur with respect to
the Parent, or (ii) the Borrower shall not be directly, or indirectly
wholly-owned by the Parent:


 


(a)                                      the
Borrower shall promptly notify the Agent upon becoming aware of that event; and


 


(b)                                     the
Agent, acting on the instructions of the Majority Lenders, shall by not less
than 5 days’ notice to the Borrower, cancel the Facilities and declare all
outstanding Loans, together with accrued interest, and all other amounts
accrued under the Finance Documents immediately due and payable, whereupon the
Facilities will be cancelled and all such outstanding amounts will become
immediately due and payable.


 


8.3                           Voluntary cancellation


 


The Borrower
may, if it gives the Agent not less than 5 Business Days’ (or such shorter
period as the Majority Lenders may agree) prior notice, cancel the whole or any
part (being a minimum amount of $5,000,000 (or the equivalent amount in the
Optional Currency)) of an Available Facility. 
Any cancellation under this Clause 8.3 shall reduce the Commitments of 


 


22

















 


the Lenders
rateably under that Facility.  Any
amounts cancelled under this Clause 8.3 may not be reinstated.


 


8.4                           Voluntary prepayment of
Facility A Loans


 


The Borrower
may, if it gives the Agent not less than 5 Business Days’ (or such shorter
period as the Majority Lenders may agree) prior notice, prepay the whole or any
part of any Facility A Loan (but, if in part, being an amount that reduces the
Facility A Loan by a minimum amount of $5,000,000 (or the equivalent amount in
the Optional Currency)).


 


8.5                           Voluntary Prepayment of
Facility B Loans


 


The Borrower
may, if it gives the Agent not less than 5 Business Days’ (or such shorter
period as the Majority Lenders may agree) prior notice, prepay the whole or any
part of a Facility B Loan (but if in part, being an amount that reduces the
Facility B Loan by a minimum amount of $5,000,000 (or the equivalent amount in
the Optional Currency)).


 


8.6                           Right of repayment and
cancellation in relation to a single Lender


 


(a)                                      If:


 


(i)                        any sum
payable to any Lender by the Borrower is required to be increased under
paragraph (c) of Clause 13.2 (Tax gross-up);


 


(ii)                     any Lender claims
indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause
14.1 (Increased
costs),


 


the Borrower
may, whilst the circumstance giving rise to the requirement or indemnification
continues, give the Agent notice of cancellation of the Commitment of that
Lender and its intention to procure the repayment of that Lender’s
participation in the Loans.


 


(b)                                     On
receipt of a notice referred to in paragraph (a) above, the Commitment of that
Lender shall immediately be reduced to zero.


 


(c)                                      On
the last day of each Interest Period which ends after the Borrower has given
notice under paragraph (a) above (or, if earlier, the date specified by the
Borrower in that notice), the Borrower shall repay that Lender’s participation
in that Loan.


 


8.7                           Restrictions


 


(a)                                      Any
notice of cancellation or prepayment given by any Party under this Clause 8
shall be irrevocable and, unless a contrary indication appears in this
Agreement, shall specify the date or dates upon which the relevant cancellation
or prepayment is to be made and the amount of that cancellation or prepayment.


 


(b)                                     Any
prepayment under this Agreement shall be made together with accrued interest on
the amount prepaid and, subject to any Break Costs, without premium or penalty.


 


23

















 


(c)                                      Unless
a contrary indication appears in this Agreement, any part of Facility A or
Facility B which is prepaid may be reborrowed in accordance with the terms of
this Agreement.


 


(d)                                     The
Borrower shall not repay or prepay all or any part of the Loans or cancel all
or any part of the Commitments except at the times and in the manner expressly
provided for in this Agreement.


 


(e)                                      No
amount of the Total Commitments cancelled under this Agreement may be subsequently
reinstated.


 


(f)                                        If the Agent receives a notice under this Clause 8 it shall promptly
forward a copy of that notice to either the Borrower or the affected Lender, as
appropriate.


 


24

















 


COSTS OF UTILISATION


 


9.                                 INTEREST


 


9.1                           Calculation of interest


 


The rate of
interest on each Loan for each Interest Period is the percentage rate per annum
which is the aggregate of the:


 


(a)                                      Applicable
Margin;


 


(b)                                     LIBOR
or, in relation to any Loan in the Optional Currency, EURIBOR; and


 


(c)                                      Mandatory
Cost, if any.


 


9.2                           Payment of interest


 


On the last
day of each Interest Period the Borrower shall pay accrued interest on the Loan
to which that Interest Period relates (and, if the Interest Period is longer
than six Months, on the dates falling at six Monthly intervals after the first
day of the Interest Period).


 


9.3                           Default interest


 


(a)                                      If
the Borrower fails to pay any amount payable by it under a Finance Document on
its due date, interest shall accrue on the overdue amount from the due date up
to the date of actual payment (both before and after judgement) at a rate
which, subject to paragraph (b) below, is two per cent. per annum higher than
the rate which would have been payable if the overdue amount had, during the
period of non-payment, constituted a Loan in the currency of the overdue amount
for successive Interest Periods, each of a duration selected by the Agent
(acting reasonably).  Any interest
accruing under this Clause 9.3 shall be immediately payable by the Borrower on
demand by the Agent.


 


(b)                                     If
any overdue amount consists of all or part of a Loan which became due on a day
which was not the last day of an Interest Period relating to that Loan:


 


(i)                        the first
Interest Period for that overdue amount shall have a duration equal to the
unexpired portion of the current Interest Period relating to that Loan; and


 


(ii)                     the rate of
interest applying to the overdue amount during that first Interest Period shall
be two per cent. per annum higher than the rate which would have applied if the
overdue amount had not become due.


 


(c)                                      Default
interest (if unpaid) arising on an overdue amount will be compounded with the
overdue amount at the end of each Interest Period applicable to that overdue
amount but will remain immediately due and payable.


 


9.4                           Notification of rates of
interest


 


The Agent
shall promptly notify the Lenders and the Borrower of the determination of a
rate of interest under this Agreement.


 


25

















 


10.                           INTEREST
PERIODS


 


10.1                     Selection of Interest Periods


 


(a)                                      The
Borrower may select an Interest Period for a Loan in the Utilisation Request
for that Loan.


 


(b)                                     Subject
to Clause 5.3 (Maximum number of Loans)
in the case of two weeks, and this Clause 10, the Borrower may select an
Interest Period of two weeks, one, two, three or six Months or any other period
agreed between the Borrower and the Agent (acting on the instructions of all
the Lenders).


 


(c)                                      An
Interest Period for a Loan shall not extend beyond the Final Maturity Date
applicable to that Facility.


 


(d)                                     A
Loan has one Interest Period only.


 


10.2                     Non-Business Days


 


If an Interest
Period would otherwise end on a day which is not a Business Day, that Interest
Period will instead end on the next Business Day in that calendar month (if
there is one) or the preceding Business Day (if there is not).


 


11.                           CHANGES TO THE CALCULATION OF INTEREST


 


11.1                     Absence of quotations


 


Subject to
Clause 11.2 (Market disruption), if LIBOR or, if applicable, EURIBOR is
to be determined by reference to the Reference Banks but a Reference Bank does
not supply a quotation by the Specified Time on the Quotation Day, the
applicable LIBOR or EURIBOR shall be determined on the basis of the quotations
of the remaining Reference Banks.


 


11.2                     Market disruption


 


(a)                                      If
a Market Disruption Event occurs in relation to a Loan for any Interest Period,
then subject to Clause 11.3 (Alternative
basis of interest or funding) the rate of interest on each Lender’s
share of that Loan for the Interest Period shall be the rate per annum which is
the sum of:


 


(i)                        the Applicable
Margin;


 


(ii)                     the rate notified
to the Agent by that Lender as soon as practicable and in any event before
interest is due to be paid in respect of that Interest Period, to be that which
expresses as a percentage rate per annum the cost to that Lender of funding its
participation in that Loan from whatever source it may reasonably select; and


 


(iii)                  the Mandatory Cost,
if any, applicable to that Lender’s participation in the Loan.


 


26

















 


(b)                                     In
this Agreement “Market Disruption Event” means:


 


(i)                        at or about
noon on the Quotation Day for the relevant Interest Period the Screen Rate is
not available and none or only one of the Reference Banks supplies a rate to
the Agent to determine LIBOR or, if applicable, EURIBOR for the relevant
currency and Interest Period; or


 


(ii)                     before close of
business in London on the Quotation Day for the relevant Interest Period, the
Agent receives notifications from a Lender or Lenders (whose participations in
a Loan exceed 35 per cent. of that Loan) that the cost to it of obtaining
matching deposits in the Relevant Interbank Market would be in excess of LIBOR
or, if applicable, EURIBOR.


 


11.3                     Alternative basis of interest or funding


 


(a)                                      If
a Market Disruption Event occurs and the Agent or the Borrower so requires, the
Agent and the Borrower shall enter into negotiations (for a period of not more
than thirty days) with a view to agreeing a substitute basis for determining
the rate of interest.


 


(b)                                     Any
alternative basis agreed pursuant to paragraph (a) above shall, with the prior
consent of all the Lenders and the Borrower, be binding on all Parties.


 


11.4                     Break Costs


 


(a)                                      The
Borrower shall, within three Business Days of demand by a Finance Party, pay to
that Finance Party its Break Costs attributable to all or any part of a Loan or
Unpaid Sum being paid by the Borrower on a day other than the last day of an
Interest Period for that Loan or Unpaid Sum.


 


(b)                                     Each
Lender shall, as soon as reasonably practicable after a demand by the Agent or
the Borrower, provide a certificate confirming the amount of its Break Costs
for any Interest Period in which they accrue.


 


12.                           FEES


 


12.1                     Commitment fee


 


(a)                                      The
Borrower shall pay to the Agent (for the account of each Lender) a fee in the
Base Currency computed at the rate of:


 


(i)                        35 per cent.
per annum of the Applicable Margin on that Lender’s Available Commitment under
Facility A for the Availability Period applicable to Facility A; and


 


(ii)                     45 per cent, per
annum of the Applicable Margin on that Lender’s Available Commitment under
Facility B for the Availability Period applicable to Facility B.


 


27

















 


(b)                                     The
accrued commitment fee is payable in arrears on the last day of each successive
period of three Months which ends during the relevant Availability Period, on
the last day of the Availability Period and, if cancelled in full, on the
cancelled amount of the relevant Lender’s Commitment at the time the
cancellation is effective.


 


12.2                     Arrangement and participation fees


 


The Borrower
shall pay to the Arrangers the arrangement and participation fees in the amount
and at the times agreed in a Fee Letter.


 


12.3                     Agency fee


 


The Borrower
shall pay to the Agent (for its own account) an agency fee in the amount and at
the times agreed in a Fee Letter.


 


28

















 


ADDITIONAL PAYMENT
OBLIGATIONS


 


13.                           TAX
GROSS UP  AND INDEMNITIES


 


13.1                     Definitions


 


(a)                                      In
this Agreement:


 


“Protected
Party” means a Finance Party which is or will be subject to any
liability, or required to make any payment, for or on account of Tax in
relation to a sum received or receivable (or any sum deemed for the purposes of
Tax to be received or receivable) under a Finance Document.


 


“Tax Credit”
means a credit against, relief or remission for, or repayment of any Tax.


 


“Tax
Deduction” means a deduction or withholding for or on account of Tax
from a payment under a Finance Document unless such deduction or withholding
was required by law on the date of this Agreement or results from a Finance
Party’s failure to comply with sub-clause 13.2(f).


 


“Tax Payment”
means either the increase in a payment made by the Borrower to a Finance Party
under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax
indemnity).


 


(b)                                     Unless
a contrary indication appears, in this Clause 13 a reference to “determines” or
“determined” means a determination made in the reasonable discretion of the person
making the determination.


 


13.2                     Tax gross-up


 


(a)                                      The
Borrower shall make all payments to be made by it without any Tax Deduction,
unless a Tax Deduction is required by law.


 


(b)                                     The
Borrower shall promptly upon becoming aware that it must make a Tax Deduction
(or that there is any change in the rate or the basis of a Tax Deduction)  notify the Agent accordingly.  Similarly, a Lender shall notify the Agent
on becoming so aware in respect of a payment payable to that Lender.  If the Agent receives such notification from
a Lender it shall notify the Borrower.


 


(c)                                      If
a Tax Deduction is required by law to be made by the Borrower, the amount of
the payment due from the Borrower shall be increased to an amount which (after
making any Tax Deduction) leaves an amount equal to the payment which would
have been due if no Tax Deduction had been required.


 


(d)                                     If
the Borrower is required to make a Tax Deduction, the Borrower shall make that
Tax Deduction and any payment required in connection with that Tax Deduction
within the time allowed and in the minimum amount required by law.


 


(e)                                      Within
thirty days of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Borrower shall deliver to the Agent for
the Finance Party entitled to the payment evidence reasonably satisfactory to
that Finance Party that the Tax Deduction has been made or (as applicable) any
appropriate payment paid to the relevant taxing authority.


 


29

















 


(f)                                        The Borrower hereby confirms to each Lender that it has made an
election to be disregarded as an entity separate from the Parent for U.S.
federal income tax purposes. 
Accordingly, each Lender shall, to the extent permitted by law, deliver
to the Agent for transmission to the Borrower (on or before the date of the
first interest payment after such Lender becomes a party to this Agreement) a
duly completed copy of Internal Revenue Service Form W-8BEN, or Form W-ECI, if
applicable, or any successor forms, or any other forms as may be necessary to
establish a reduction in, or complete exemption from, U.S. witholding tax on
payments under the Series 2003-1 VFC Certificate or, as the case may be, on
payments of interest on the Loans.  To
the extent that any such forms become obsolete as a result of lapse in time or
change in circumstance, each Lender shall (promptly upon the request of the
Borrower in the case of such form becoming obsolete as a result of lapse in
time), to the extent permitted by law, deliver to the Agent for transmission to
the Borrower, revised forms as may be necessary to establish a reduction in, or
complete exemption from, U.S. withholding tax on such payments.


 


13.3                     Tax indemnity


 


(a)                                      The
Borrower shall (within three Business Days of demand by the Agent) pay to a
Protected Party an amount equal to the loss, liability or cost which that
Protected Party determines will be or has been (directly or indirectly)
suffered for or on account of Tax by that Protected Party in respect of a
Finance Document.


 


(b)                                     Paragraph
(a) above shall not apply:


 


(i)                        with respect
to any loss, liability or cost related to any Tax assessed on a Finance Party:


 


(A)                under the law of the
jurisdiction in which that Finance Party is incorporated or, if different, the
jurisdiction (or jurisdictions) in which that Finance Party is treated as
resident for tax purposes;


 


(B)                  under the law of the
jurisdiction in which that Finance Party’s Facility Office is located in
respect of amounts received or receivable in that jurisdiction; or


 


(C)                  under the law of any
jurisdiction in which that Finance Party otherwise does business,


 


if that Tax is
imposed on or calculated by reference to the overall net income of that Finance
Party (or a branch thereof); or


 


30

















 


(ii)                     to the extent a
loss, liability or cost:


 


(A)                is compensated for by
an increased payment under Clause 13.2 (Tax gross-up); or


 


(B)                  would have been
compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so
compensated as a result of a Finance Party’s failure to comply with sub-clause
13.2(f).


 


(c)                                      A
Protected Party making, or intending to make a claim under paragraph (a) above
shall promptly notify the Agent of the event which will give, or has given,
rise to the claim, following which the Agent shall notify the Borrower.


 


(d)                                     A
Protected Party shall, on receiving a payment from the Borrower under this
Clause 13.3, notify the Agent.


 


13.4                     Tax Credit


 


If the
Borrower makes a Tax Payment and the relevant Finance Party determines that:


 


(a)                                      a
Tax Credit is attributable either to an increased payment of which that Tax
Payment forms part, or to that Tax Payment; and


 


(b)                                     that
Finance Party has obtained and utilised that Tax Credit,


 


the Finance
Party shall pay an amount to the Borrower which that Finance Party determines
will leave it (after that payment) in the same after-Tax position as it would
have been in had the Tax Payment not been required to be made by the
Borrower.  To the extent the Finance
Party loses a Tax Credit for which it has made a payment hereunder, the Finance
Party shall so notify the Borrower and the Borrower shall refund the amounts
paid to such Borrower with respect to such Tax Credit.


 


13.5                     Stamp taxes


 


The Borrower
shall pay and, within three Business Days of demand, indemnify each Finance
Party against any cost, loss or liability that Finance Party incurs in relation
to all stamp duty, registration and other similar Taxes payable in respect of
any Finance Document.


 


13.6                     Value added tax


 


(a)                                      All
consideration expressed to be payable under a Finance Document by any Party to
a Finance Party shall be deemed to be exclusive of any VAT.  If VAT is chargeable on any supply made by
any Finance Party to any Party in connection with a Finance Document, that
Party shall pay to the Finance Party an amount equal to the amount of the VAT.


 


(b)                                     Where
a Finance Document requires any Party to reimburse a Finance Party for any
costs or expenses, that Party shall also pay and indemnify the Finance Party
against all VAT incurred by the Finance Party in respect of the costs or
expenses to the 


 


31

















 


extent that
the Finance Party reasonably determines that it is not entitled to credit or
repayment of the VAT.


 


14.                           INCREASED
COSTS


 


14.1                     Increased costs


 


(a)                                      Subject
to Clause 14.2 (Increased cost claims)
and Clause 14.3 (Exceptions) the Borrower shall, within three Business Days
of a demand by the Agent, pay for the account of a Finance Party the amount of
any Increased Costs incurred by that Finance Party or any of its Affiliates as
a result of (i) the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation or (ii) compliance with
any law or regulation made after the date of this Agreement, or, if later, the
date on which the relevant Finance Party became a Party to this Agreement.


 


(b)                                     In
this Agreement “Increased Costs” means:


 


(i)                        a reduction in
the rate of return from the Facility or on a Finance Party’s (or its
Affiliate’s) overall capital;


 


(ii)                     an additional or
increased cost; or


 


(iii)                  a reduction of any
amount due and payable under any Finance Document,


 


which is
incurred or suffered by a Finance Party or any of its Affiliates to the extent
that it is attributable to that Finance Party having entered into its
Commitment or funding or performing its obligations under any Finance Document.


 


14.2                     Increased cost claims


 


(a)                                      A
Finance Party intending to make a claim pursuant to Clause 14.1 (Increased
costs) shall notify the Agent of the event giving rise to the claim,
following which the Agent shall promptly notify the Borrower.  The Borrower shall not be required to
compensate a Lender pursuant to Clause 14 (Increased
costs) for any amounts incurred more than six months prior to the
date the Borrower receives notification of such claim; provided, that if the
circumstances giving rise to such claim have a retroactive effect, then such
six month period shall be extended to include the period of such retroactive effect.


 


(b)                                     Each
Finance Party shall, as soon as practicable after a demand by the Agent or the
Borrower, provide a certificate confirming the amount of its Increased Costs
(setting out reasonable information showing the basis for and calculation of
such amount).


 


14.3                     Exceptions


 


Clause 14.1 (Increased
costs) does not apply to the extent any Increased Cost is:


 


(a)                                      attributable
to Tax;


 


32

















 


(b)                                     compensated
for by the payment of the Mandatory Cost; or


 


(c)                                      attributable
to the breach by the relevant Finance Party or its Affiliates of any law or
regulation.


 


15.                           OTHER
INDEMNITIES


 


15.1                     Currency indemnity


 


(a)                                      If
any sum due from the Borrower under the Finance Documents (a “Sum”),
or any order, judgement or award given or made in relation to a Sum, has to be
converted from the currency (the “First Currency”) in which that Sum is
payable into another currency (the “Second Currency”) for the purpose of:


 


(i)                        making or
filing a claim or proof against the Borrower;


 


(ii)                     obtaining or
enforcing an order, judgement or award in relation to any litigation or
arbitration proceedings,


 


the Borrower
shall as an independent obligation, within three Business Days of demand,
indemnify each Finance Party to whom that Sum is due against any cost, loss or
liability arising out of or as a result of the conversion including any
discrepancy between (A) the rate of exchange used to convert that Sum from the
First Currency into the Second Currency and (B) the rate or rates of exchange available
to that person at the time of its receipt of that Sum.


 


(b)                                     The
Borrower waives any right it may have in any jurisdiction to pay any amount
under the Finance Documents in a currency or currency unit other than that in
which it is expressed to be payable.


 


15.2                     Other indemnities


 


The Borrower
shall, within three Business Days of demand, indemnify each Finance Party
against any cost, loss or liability incurred by that Finance Party as a result
of:


 


(a)                                      the
occurrence of any Event of Default;


 


(b)                                     a
failure by the Borrower to pay any amount due under a Finance Document on its
due date, including without limitation, any cost, loss or liability arising as
a result of Clause 28 (Sharing among the Finance Parties);


 


(c)                                      funding,
or making arrangements to fund, its participation in a Loan requested by it in
a Utilisation Request but not made by reason of the operation of any one or
more of the provisions of this Agreement (other than by reason of default or
negligence by that Finance Party alone); or


 


(d)                                     a
Loan (or part of a Loan) not being prepaid in accordance with a notice of
prepayment given by the Borrower.


 


33

















 


15.3                     Indemnity to the Agent


 


The Borrower
shall promptly indemnify the Agent against any cost, loss or liability incurred
by the Agent (acting reasonably) as a result of:


 


(a)                                      investigating
any event which it reasonably believes is a Default; or


 


(b)                                     acting
or relying on any notice, request or instruction which it reasonably believes
to be genuine, correct and appropriately authorised;


 


except to the
extent such cost, loss or liability arises from (i) the wilful misconduct or
gross negligence of the Agent or (ii) the Agent’s breach of express duties
under the Finance Documents.


 


16.                           MITIGATION
BY THE LENDERS


 


16.1                     Mitigation


 


(a)                                      Each
Finance Party shall, in consultation with the Borrower, take all reasonable
steps to mitigate any circumstances which arise and which would result in any
amount becoming payable under or pursuant to, or cancelled pursuant to, any of
Clause 8.1 (Illegality),
Clause 13 (Tax
gross-up and indemnities), Clause 14 (Increased costs) or
paragraph 3 of Schedule 5 (Mandatory
Cost Formulae) including (but not limited to) transferring its
rights and obligations under the Finance Documents to another Facility Office
or bank or financial institution reasonably acceptable to the Borrower.


 


(b)                                     Paragraph
(a) above does not in any way limit the obligations of the Borrower under the
Finance Documents.


 


16.2                     Limitation of liability


 


(a)                                      The
Borrower shall indemnify each Finance Party for all costs and expenses
reasonably incurred by that Finance Party as a result of steps taken by it
under Clause 16.1 (Mitigation).


 


(b)                                     A
Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation)
if, in the opinion of that Finance Party (acting reasonably), to do so might be
prejudicial to it.


 


17.                           COSTS AND
EXPENSES


 


17.1                     Transaction expenses


 


The Borrower
shall promptly on demand pay the Agent and the Arrangers the amount of all
costs and expenses (including legal fees) reasonably incurred by any of them in
connection with the negotiation, preparation, printing, execution and
syndication of:


 


(a)                                      this
Agreement and any other documents referred to in this Agreement; and


 


(b)                                     any
other Finance Documents executed after the date of this Agreement.


 


34

















 


17.2                     Amendment costs


 


If the
Borrower requests an amendment, waiver or consent the Borrower shall, within
three Business Days of demand, reimburse the Agent for the amount of all costs
and expenses (including legal fees) reasonably incurred by the Agent in
responding to, evaluating, negotiating or complying with that request or
requirement.


 


17.3                     Enforcement costs


 


The Borrower
shall, within three Business Days of demand, pay to each Finance Party the
amount of all costs and expenses (including legal fees) incurred by that
Finance Party in connection with the enforcement of, or the preservation of any
rights under, any Finance Document.


 


35

















 


REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT


 


18.                           REPRESENTATIONS


 


The Borrower
makes the representations and warranties set out in this Clause 18 to each
Finance Party on the date of this Agreement.


 


18.1                     Existence; Compliance with Law


 


The Borrower
(a) is duly organised, validly existing and in good standing under the laws of
the jurisdiction of its organisation, (b) has the power and authority, and the
legal right, to own and operate its property and to conduct the business in
which it is currently engaged, (c) is duly qualified as a foreign corporation
and in good standing under the laws of each jurisdiction where its ownership or
operation of property or the conduct of its business requires such qualification
and (d) is in compliance with all Requirements of Law except to the extent that
the failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


18.2                     Power; Authorisation; Enforcement
Obligations


 


The Borrower
has the power and authority, and the legal right, to make, deliver and perform
the Finance Documents to which it is a party and to obtain Loans
hereunder.  The Borrower has taken all
necessary organisational action to authorise the execution, delivery and
performance of the Finance Documents to which it is a party and to authorise
the Loans on the terms and conditions of this Agreement.  Subject to any qualification as to legal
matters contained in the legal opinions referred to in Schedule 3 (Conditions Precedent), no consent or
authorisation of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
Loans hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Finance Documents to which the
Borrower is a party.  Each Finance
Document to which the Borrower is a party has been duly executed and delivered
on behalf of the Borrower.  Subject to
any qualification as to legal matters contained in the legal opinions referred
to in Schedule 3 (Conditions Precedent),
this Agreement constitutes, and each other Finance Document to which the
Borrower is a party, upon execution will constitute, a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
the terms.


 


18.3                     No Legal Bar


 


The execution,
delivery and performance of this Agreement and the other Finance Documents to
which the Borrower is a party, the borrowings hereunder and the use of the
proceeds thereof will not violate any Requirement of Law or any Contractual
Obligation of the Borrower and will not result in, or require, the creation or
imposition of any Lien on any of its properties or revenues pursuant to any Requirement
of Law or any such Contractual Obligation. 
No Requirement of Law or Contractual Obligation applicable to the
Borrower could reasonably be expected to have a Material Adverse Effect.


 


18.4                     Governing law and enforcement


 


Subject to any
qualifications as to legal matters contained in the legal opinions referred to
in Schedule 3 (Conditions Precedent):


 


36

















 


(a)                                      The
choice of English law as the governing law of this Agreement and New York law
as the governing law of the Parent Guarantee will be recognised and enforced in
its jurisdiction of incorporation; and


 


(b)                                     Any
judgement obtained in England in relation to this Agreement and in New York in
relation to the Parent Guarantee will be recognised and enforced in its
jurisdiction of incorporation.


 


18.5                     Litigation


 


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


 


18.6                     No Default


 


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


 


18.7                     Ownership of Property; Liens


 


The Borrower
has good title to all its property, and none of such property is subject to any
Lien (except for any Lien arising by virtue of the maintenance of a credit
balance on any Dutch bank account by the Borrower pursuant to the general terms
and conditions of the bank with which such account is held).


 


18.8                     Taxes


 


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


 


18.9                     Deduction of Tax


 


The Borrower
is not required under Netherlands law to make any deduction for or on account
of Tax from any payment it may make under any Finance Document.


 


18.10               No filing or stamp taxes


 


Under the law
of its jurisdiction of incorporation it is not necessary that the Finance
Documents be filed, recorded or enrolled with any court or other authority in
that jurisdiction or that any stamp, registration or similar tax be paid on or
in relation to the Finance Documents or the transactions contemplated by the
Finance Documents.


 


37

















 


18.11               No misleading information


 


(a)                                      Any
factual information provided by the Borrower for the purposes of the
Information Memorandum was in all material respects taken as a whole true and
accurate as at the date it was provided or as at the date (if any) at which it
is stated.


 


(b)                                     Nothing
has occurred or been omitted from the Information Memorandum and no information
has been given or withheld that results in the information contained in the
Information Memorandum being untrue or misleading in any material respect in
light of the circumstances under which such information was supplied.


 


(c)                                      All
written information supplied by the Borrower is in all material respects taken
as a whole with other written information supplied by the Borrower true and
accurate and is not misleading in light of the circumstances under which such
information was supplied as at the date it was provided or as at the date (if
any) at which it is stated.


 


18.12               No Subsidiaries


 


It has no
Subsidiaries.


 


18.13               Use of Proceeds


 


The proceeds
of the Loans shall be used solely to make advances under the Series 2003-1 VFC
Certificate.


 


18.14               Pari passu ranking


 


Its payment
obligations under the Finance Documents rank at least pari passu with the
claims of all its other unsecured and unsubordinated creditors.


 


18.15               Solvency


 


Each member of
the Group that is a party to a Finance Document, is, and after giving effect to
the incurrence of all Indebtedness and obligations being incurred in connection
herewith and therewith will be and will continue to be, Solvent.


 


18.16               Limited Purpose


 


It is a single
purpose entity that was formed for the sole purpose of (a) holding the Series 2003-1
VFC Certificate, (b) borrowing under this Agreement, (c) incurring Pari
Passu Indebtedness and (d) entering into Hedge Agreements in connection with
this Agreement and such Pari Passu Indebtedness.  Other than cash derived from Hedge Agreements and distributions
of Series 2003-1 Accrued Interest and Series 2003-1 Invested Amount
(as defined in Annex X to the Pooling Agreement) to the Borrower under the
Series 2003-1 VFC Certificate, which cash shall be used by the Borrower
solely to make interest, principal and premium (if any) payments under this
Agreement and under any Pari Passu Indebtedness and to pay for its reasonable
operating expenses (and, in the case of cash derived from Hedge Agreements, to
make advances under the Series 2003-1 VFC Certificate), the Series 2003-1
VFC Certificate is the sole asset of the Borrower.


 


38

















 


18.17               No Change


 


Since 31
December 2002, in respect of the Parent and its consolidated Subsidiaries,
and since the date of this Agreement in respect of the Borrower, there has been
no development or event that has had or could reasonably be expected to have a
Material Adverse Effect.


 


18.18               Professional Market Party Representations


 


(a)                                      On
the date of this Agreement that it has verified the status of each person which
is a Lender under a Finance Document on such date and each such Lender is
either (i) a PMP in accordance with the requirements of the Exemption
Regulation and the Policy Guidelines and/or (ii) is exempted from the PMP
requirement because it forms a closed circle (besloten
kring) with the Borrower.


 


(b)                                     If
on the date on which a New Lender (or any other person to whom any Lender
assigns any of its rights under a Finance Document) becomes a Lender under a
Finance Document, it is a requirement of Dutch law that such New Lender (or
other person) is a PMP, represents and warrants to the Finance Parties on the
date on which each such New Lender (and each such other person) becomes a party
to a Finance Document as a Lender that it has verified the status of such New
Lender (or such person) on such date and each such Lender is either (i) a PMP
in accordance with the requirements of the Exemption Regulation and the Policy
Guidelines and/or (ii) is exempted from the PMP requirement because it forms a
closed circle (besloten kring)
with the Borrower.


 


(c)                                      Each
Lender which is a party to this Agreement on the date hereof represents and
warrants to the Borrower on the date hereof that it is a PMP and each New
Lender represents and warrants to the Borrower on the date on which it becomes
a party to this Agreement as a Lender that it is a PMP and acknowledges that
each of the Finance Parties and the Borrower have entered into this Agreement
in reliance of such representation and warranty.


 


18.19               Compliance with the Credit Supervision Act


 


Its
indebtedness for borrowed money (except for borrowings from PMPs or from within
a Closed Circle (as defined in the Policy Guidelines)):


 


(a)                                      is
obtained by means of debt securities issued in compliance with the Dutch
Securities Market Supervision Act 1995 (Wet
toezicht effectenverkeer 1995);


 


(b)                                     is
unconditionally guaranteed by a parent company that meets the requirements set
out in the Exemption Regulation; and


 


(c)                                      at
least 95% of its balance sheet total consists of loans to or investments in its
group companies (as defined in the Exemption Regulation).


 


39

















 


18.20               Repetition


 


The Repeating
Representations are deemed to be made by the Borrower (by reference to the
facts and circumstances then existing) on the date of each Utilisation Request
and the first day of each Interest Period.


 


19.                           POSITIVE
COVENANTS


 


The covenants
in this Clause 19 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment
is in force.


 


The Borrower
shall:


 


19.1                     Information Miscellaneous


 


Provide the
Agent all information that the Agent may reasonably request in writing
concerning the business of the Borrower within a reasonable period of time
considering the nature of the request; provided that with respect to any
information relating to an annual audited report, the same may be delivered
within 90 calendar days after the end of the Borrower’s fiscal year.


 


19.2                     Bunge Master Trust information


 


Furnish or
cause to be furnished to the Agent in sufficient number for each Lender, copies
of all


 


(a)                                      Daily
Reports prepared by the Servicer pursuant to Clause 19.14 below;


 


(b)                                     notices
of Series 2003-1 Early Amortisation Events; and


 


(c)                                      Monthly
Settlement Statements,


 


provided that the documents set forth
in paragraphs (a) and (c) above of this sub-Clause 19.2 shall be
provided only upon request of the Agent or the Majority Lenders.


 


19.3                     Taxes


 


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


 


19.4                     Compliance


 


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


 


19.5                     Audited financial statements


 


Beginning with
the fiscal year commencing in 2003, furnish to the Agent in sufficient number
for each Lender as soon as available, but in any event within ninety (90) days
after the end of each fiscal year of the Borrower, audited financial statements
consisting of the balance sheet of the Borrower as of the end of such year and
the related statements of income and retained earnings and statements of cash
flow for such year, setting forth in each case in 


 


40

















 


comparative
form the corresponding figures for the previous fiscal year (provided that
comparative figures shall not be required with respect to such financial
statements delivered at the end of the Borrower’s fiscal year ending in 2003),
certified by independent certified public accountants satisfactory to the Agent
to the effect that such financial statements fairly present in all material
respects the financial condition and results of operations of the Borrower in
accordance with GAAP consistently applied.


 


19.6                     Unaudited financial statements


 


Beginning with
the fiscal year commencing in 2003, furnish to the Agent as soon as available
but in any event within forty-five (45) days after the end of each of the first
three quarters for each fiscal year of the Borrower, unaudited financial
statements consisting of a balance sheet of the Borrower as at the end of such
quarter and a statement of income and retained earnings for such quarter,
setting forth (in the case of financial statements furnished for calendar
quarters subsequent to the first full calendar year of the Borrower) in
comparative form the corresponding figures for the corresponding quarter of the
preceding fiscal year.


 


19.7                     Financial statements certificate


 


Furnish, or
cause to be furnished, to the Agent together with the financial statements
required pursuant to Clause 19.5 and Clause 19.6 a certificate of a
Responsible Officer of the Borrower stating (a) that the attached financial
statements have been prepared in accordance with GAAP and accurately reflect
the financial condition of the Borrower, (b) that the Borrower is in compliance
with Clause 19.10 and (c) all information and calculations necessary for
determining compliance by the Borrower with Clause 20.1 as of the last day of
the fiscal quarter or fiscal year of the Borrower, as the case may be.


 


19.8                     Corporate existence, Conduct of business


 


(a)                                      Except
as otherwise permitted by the Finance Documents, preserve, renew and keep in
full force and effect its corporate existence; and


 


(b)                                     take
all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business.


 


19.9                     Notification of default


 


Notify the
Agent of any:


 


(a)                                      Default
(and the steps, if any, being taken to remedy it) promptly upon becoming aware
of its occurrence, and


 


(b)                                     Development
or event which has had, or which the Borrower in its good faith judgement
believes will have, a Material Adverse Effect.


 


19.10               Proceeds


 


Loan all of
the proceeds from the Loans hereunder, and the proceeds of any Pari Passu
Indebtedness, to Bunge Funding, Inc. pursuant to the Series 2003-1 VFC
Certificate.


 


41

















 


19.11               Notification of amounts due


 


On each day
after the Loans (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Finance Documents have become due and
payable (whether at the stated maturity, by acceleration, or otherwise), give
the notice contemplated by Section 2.06 of the Series 2003-1
Supplement, such notice to specify an amount equal to the lesser of
(i) the funds on deposit in the Series 2003-1 Collection Subaccount
on such day and (ii) the outstanding principal amount of the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Finance Documents.


 


19.12               Notification of Parent Rating


 


Promptly
notify the Agent of any change in a Rating of the Parent.


 


19.13               Direction of Trustee


 


At the
direction of the Agent or the Majority Lenders, exercise its right under
Section 8.14 of the Pooling Agreement to direct the trustee under the
Bunge Master Trust when the Lenders are affected by the conduct of any
proceeding or the exercise of any right conferred on the trustee under the
Bunge Master Trust.


 


19.14               Submission of Daily Report


 


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


 


20.                           NEGATIVE
COVENANTS


 


The covenants
in this Clause 20 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment
is in force.


 


The Borrower
will not:


 


20.1                     Series 2003-1 Allocated Loan Amount


 


Permit the
Series 2003-1 Allocated Loan Amount to be less than the result of:


 


(a)                                      adding
(i) the aggregate principal amount of and accrued interest on the Loans
outstanding hereunder and (ii) all other Pari Passu Indebtedness outstanding (including
any net payment obligations of the Borrower related to Hedge Agreements, but
excluding all Hedge Termination Amounts due and owing by the Borrower)
calculated by converting any Master Trust Approved Currency other than dollars
into dollars at the Rate of Exchange; and deducting therefrom; and


 


(b)                                     the
aggregate amount of any Master Trust Approved Currency (including any net
receipts from Hedge Agreements, but excluding any Hedge Termination Amounts
received by the Borrower) on deposit in any Borrower Account or the Series
2003-1 Collection Subaccount (or any sub-subaccount thereof), calculated by
converting any Master Trust Approved Currencies other than dollars into dollars
at the Rate of Exchange, that are unconditionally available to repay the aggregate
amount of the 


 


42

















 


Indebtedness
and interest accrued thereon described in the foregoing sub-clauses (a)(i) and
(ii) of this sub-clause 20.1  (or
with respect to the Series 2003-1 Collection Subaccount (or any sub-subaccount
thereof), unconditionally available to repay the principal and accrued interest
on the Series 2003-1 VFC Certificate which Master Trust Approved Currency
amounts are in turn unconditionally available to make such payments on the
principal of and accrued interest on the Loans and other Pari Passu
Indebtedness in the foregoing sub-clauses (a)(i) and (ii) of this
sub-clause 20.1.


 


20.2                     Negative Pledge


 


Contract for,
create, incur, assume or suffer to exist any Lien, security interest, charge or
other encumbrance of any nature upon any of its property or assets, including
without limitation the Series 2003-1 VFC Certificate, whether now owned or
hereafter required (except for any Lien arising by virtue of the maintenance of
a credit balance on any Dutch bank account by the Borrower pursuant to the
general terms and conditions of the bank with which such account is held).


 


20.3                     Indebtedness


 


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


 


20.4                     Loans and Guarantees


 


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


 


20.5                     Merger


 


Enter into any
amalgamation, merger, consolidation, joint venture, syndicate or other form of
combination with any Person, or sell, lease or transfer or otherwise dispose of
any of its assets or receivables or purchase any asset.


 


20.6                     Other Agreements


 


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


 


(b)                                     Enter
into or be a party to any agreement or instrument related to the incurrence of
Pari Passu Indebtedness that does not include a provision substantially to the
effect set forth in Clause 21.


 


43

















 


20.7                     Expenditure


 


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


 


20.8                     Restriction of business


 


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


 


20.9                     Constitutional Documents


 


Amend its
constitutional documents without the prior written consent of the Agent.


 


20.10               Amendments to Transaction Documents


 


Amend,
supplement, waive or modify, or consent to any amendment, supplement, waiver or
modification of, any Transaction Document except in accordance with the
provisions of this sub-clause 20.10. 
Any provision of any Transaction Document may be amended, waived,
supplemented, restated, discharged or terminated without the consent of the
Agent or the Lenders; provided such
amendment, waiver, supplement or restatement does not:


 


(a)                                      render
the Series 2003-1 VFC Certificate subordinate in payment to any other Series
under the Bunge Master Trust;


 


(b)                                     reduce
in any manner the amount of, or delay the timing of, distributions which are
required to be made on the Series 2003-1 VFC Certificate; or


 


(c)                                      change
the definition of or the manner of calculating the interest of the Borrower;
and


 


provided further that the Agent shall
have received prior notice thereof together with copies of any documentation
related thereto.  Any amendment, waiver,
supplement or restatement of a provision of a Transaction Document (including
any exhibit thereto) of the type described in sub-clauses (a), (b) or (c)
above shall require the written consent of the Agent acting at the direction of
the Majority Lenders.


 


20.11               Powers of Attorney


 


Grant any
powers of attorney to any Person for any purposes except where permitted by the
Finance Documents.


 


20.12               Increase in Series 2003-1 Investment Amount


 


Increase the
Series 2003-1 Invested Amount during any Payment Period.


 


20.13               Servicer


 


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


 


44

















 


20.14               Hedge Agreements


 


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


 


21.                           COVENANT
OF AGENT AND LENDERS


 


No Bankruptcy Petition Against the Borrower; Liability of the Borrower


 


(a)                                      Each
of the Agent and the Lenders hereby covenants and agrees that, prior to the
date which is one year and one day after the payment in full of all Loans and
other amounts payable hereunder and all Pari Passu Indebtedness, it will not
institute against, or join with or assist any other Person in instituting
against, the Borrower, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any applicable insolvency
laws.  This Clause 21 shall survive
the termination of this Agreement.


 


(b)                                     Notwithstanding
any other provision hereof or of any other Finance Documents, the sole remedy
of the Agent, any Lender or any other Person against the Borrower in respect of
any obligation, covenant, representation, warranty or agreement of the Borrower
under or related to this Agreement or any other Finance Document shall be
against the assets of the Borrower. 
Neither the Agent, nor any Lender nor any other Person shall have any
claim against the Borrower to the extent that such assets are insufficient to
meet such obligations, covenant, representation, warranty or agreement (the
difference being referred to herein as a “shortfall”) and all claims in respect
of the shortfall shall be extinguished; provided,
however, that the provisions of
this Clause 21 apply solely to the obligations of the Borrower and shall
not extinguish such shortfall or otherwise restrict such Person’s rights or
remedies against the Parent.


 


22.                           EVENTS OF DEFAULT


 


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


 


22.1                     Non-payment


 


any Obligor
shall fail to pay any principal of any Loan when due in accordance with the
terms hereof; or any Obligor shall fail to pay any interest on any Loan or any other
amount payable hereunder or under any other Finance Document, within five
Business Days after any such interest or other amount becomes due in accordance
with the terms hereof; or


 


22.2                     Misrepresentation


 


any
representation or warranty made or deemed made by the Borrower or the Parent
herein or in any other Finance Document or that is contained in any
certificate, document or financial or other statement furnished by it at any
time under or in connection with this Agreement or any such other Finance Document
shall prove to have been inaccurate in any material respect on or as of the
date made or deemed made; or


 


45

















 


22.3                     Other Obligations


 


(a)                                      the
Borrower shall default in the observance or performance of any agreement
contained in Clause 20 of this Agreement or the Parent shall default in the
observance or performance of any agreement contained in Sections 8.1(c),
8.1(g)(i), 8.1(h), 8.1(j) or 8.2 of the Parent Guarantee; or


 


(b)                                     the
Borrower or the Parent shall default in the observance or performance of any
other agreement contained in this Agreement or any other Finance Document
(other than as provided in sub-clause 22.3(a) of this Clause), and such
default shall continue unremedied for a period of 30 days after the earlier of
(i) the date on which a Responsible Officer of the Borrower or the Parent has
knowledge of such default and (ii) the Borrower or the Parent receives written
notice thereof from the Agent or the Majority Lenders; or


 


22.4                     Cross default


 


the Borrower,
BAFC, BLFC or any other Investor Certificateholder that is an Affiliate of the
Parent shall


 


(a)                                      default
in making any payment of any principal of any Indebtedness (including any
Guarantee Obligation, but excluding the Loans) or of any material amounts under
any other agreement to which it is a party on the scheduled or original due
date with respect thereto; or


 


(b)                                     default
in making any payment of any interest on any such Indebtedness beyond the
period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created; or


 


(c)                                      default
in the observance or performance of any other agreement or condition relating
to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or beneficiary of such Indebtedness (or a
trustee or agent on behalf of such holder or beneficiary) to cause, with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity or (in the case of any such Indebtedness constituting a
Guarantee Obligation) to become payable; provided
that:


 


(i)                        a default,
event or condition described in clause (a), (b) or (c) of this
sub-clause 22.4 shall not at any time constitute an Event of Default
unless, at such time, one or more defaults, events or conditions of the type
described in Clauses (a), (b) and (c) of this sub-clause 22.4 shall have
occurred and be continuing with respect to Indebtedness or other amounts the
outstanding principal amount of which exceeds in the aggregate $25,000,000;
provided further that the proviso specified in sub-clause 22.4(c)(i) shall be
deemed inapplicable at any time that any Purchased Loan shall constitute a
Defaulted 


 


46

















 


Loan or shall
have constituted a Delinquent Loan for a period of more than three (3)
successive Business Days; and


 


(ii)                     sub-clause
22.4(c) shall be deemed inapplicable if the occurrence of such event or
condition referred to above gives rise to an obligation to make a mandatory
prepayment without further demand of any person on terms agreed prior to the
occurrence of such event or condition; or


 


22.5                     Group default


 


any member of
the Group (other than the Borrower) shall


 


(a)                                      default
in making any payment of any principal of any Indebtedness (including any
Guarantee Obligation, but excluding the Loans) or of any material amounts under
any other agreement to which it is a party on the scheduled or original due
date with respect thereto; or


 


(b)                                     default
in making any payment of any interest on any such Indebtedness beyond the
period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created; or


 


(c)                                      default
in the observance or performance of any other agreement or condition relating
to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or beneficiary of such Indebtedness (or a
trustee or agent on behalf of such holder or beneficiary) to cause, with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity or (in the case of any such Indebtedness constituting a
Guarantee Obligation) to become payable; provided
that:


 


(i)                        a default,
event or condition described in Clauses (a), (b) or (c) of this
sub-clause 22.5 shall not at any time constitute an Event of Default
unless, at such time, one or more defaults, events or conditions of the type
described in Clauses (a), (b) and (c) of this sub-clause 22.5 shall have
occurred and be continuing with respect to Indebtedness or other amounts the
outstanding principal amount of which exceeds in the aggregate $40,000,000; and


 


(ii)                     this sub-clause
22.5(c) shall be deemed inapplicable if the occurrence of such event or
condition referred to above gives rise to an obligation to make a mandatory
prepayment without further demand of any person on terms agreed prior to the
occurrence of such event or condition; or


 


22.6                     Insolvency Proceedings


 


(a)                                      any
member of the Group or Bunge Funding Inc. shall commence any case, proceedings
or other action (i) under any existing or future law of any jurisdiction, 


 


47

















 


domestic or
foreign, relating to bankruptcy, insolvency, reorganisation or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganisation,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (ii) seeking appointment
of a receiver, trustee, custodian, conservator or other similar official for it
or for all or any substantial part of its assets, or any member of the Group
shall make a general assignment for the benefit of its creditors; or


 


(b)                                     there
shall be commenced against any member of the Group or Bunge Funding Inc. any
case, proceeding or other action of a nature referred to in clause (a) above
that (i) results in the entry of an order for relief or any such adjudication
or appointment or (ii) remains undismissed, undischarged or unbonded for a
period of 60 days; or


 


(c)                                      there
shall be commenced against any member of the Group or Bunge Funding Inc. any
case, proceeding or other action seeking issuance of a warrant of
expropriation, attachment, sequestration, distress, execution, distraint or
similar process against all or any substantial part of its assets that results
in the entry of an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or


 


(d)                                     any
member of the Group or Bunge Funding, Inc. shall take any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any of the
acts set forth in clause (a), (b), or (c) above; or


 


(e)                                      any
member of the Group or Bunge Funding Inc. shall generally not, or shall be
unable to, or shall admit in writing its inability to, pay its debts as they
become due; or


 


22.7                     Final Judgement against Group


 


one or more
final judgements or orders shall be entered against any member of the Group
(other than the Borrower) involving in the aggregate a liability (not paid or
fully covered by insurance as to which the relevant insurance company has
acknowledged coverage) of $40,000,000 or more, and all such final judgements or
orders shall not have been vacated, discharged, stayed or bonded pending appeal
within 30 days from the entry thereof; or


 


22.8                     Final Judgement against Borrower


 


one or more
final judgements or orders shall be entered against the Borrower involving in
the aggregate a liability (not paid or fully covered by insurance as to which
the relevant insurance company has acknowledged coverage) of $50,000 or more,
and all such final judgements or orders shall not have been vacated,
discharged, stayed or bonded pending appeal within 30 days from the entry
thereof; or


 


22.9                     Unlawfulness


 


it is or
becomes unlawful for an Obligor to perform any of its obligations under the
Finance Documents; or


 


48

















 


22.10               Repudiation


 


an Obligor
repudiates a Finance Document or evidences an intention to repudiate a Finance
Document; or


 


22.11               Effectiveness


 


any of the
Finance Documents or the Transaction Documents shall cease, for any reason, to
be in full force and effect or the Borrower or the Parent shall so assert in
writing,


 


then, and in
any such event, the Agent may, and shall if so directed by the Majority
Lenders, by notice to the Borrower:


 


(a)                                      cancel
the Total Commitments whereupon they shall immediately be cancelled;


 


(b)                                     declare
that all or part of the Loans, together with accrued interest, and all other
amounts accrued or outstanding under the Finance Documents be immediately due
and payable, whereupon they shall become immediately due and payable; and/or


 


(c)                                      with
the consent of the Majority Lenders, the Agent may, or upon the request of the
Majority Lenders, the Agent shall, by notice to the Borrower, instruct the
Borrower to, and in such event the Borrower shall, instruct the trustee of the
Bunge Master Trust to declare the principal and accrued interest in respect of
the Purchased Loans to be due and payable. 
Except as expressly provided above in this Clause, presentment, demand,
protest and all other notices of any kind are hereby expressly waived by the
Borrower.


 


23.                           USE OF WEBSITES


 


23.1


 


(a)                                      The
Borrower may satisfy its obligation to deliver any public information to the
Lenders by posting this information onto an electronic website designated by
the Borrower and the Agent (the “Designated
Website”) by notifying the 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.


 


(b)                                     In
any event the Borrower shall supply the Agent with one copy in paper form of
any information which is posted onto the website.


 


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


 


23.3                     The Borrower shall promptly upon becoming aware of its occurrence notify
the Agent if:


 


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


 


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


 


49

















 


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


 


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


 


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


 


If the
Borrower notifies the Agent under paragraph 23.3(a) or
paragraph 23.3(e) above, all information to be provided by the Borrower
under this Agreement after the date of that notice shall be supplied in paper
form unless and until the Agent is satisfied that the circumstances giving rise
to the notification are no longer continuing.


 


50

















 


CHANGES TO PARTIES


 


24.                           CHANGES
TO THE LENDERS


 


24.1                     Assignments and transfers by the Lenders


 


Subject to
this Clause 24, a Lender (the “Existing Lender”) may:


 


(a)                                      assign
any of its rights; or


 


(b)                                     transfer
by novation any of its rights and obligations,


 


to another
bank or financial institution or to a trust, fund or other entity which is
regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (the “New Lender”).


 


24.2                     Conditions of assignment or transfer


 


(a)                                      The
consent of the Borrower (not to be unreasonably withheld or delayed) is
required for an assignment or transfer by a Lender, unless the assignment or
transfer is to another Lender or an Affiliate of a Lender, or an Event of
Default has occurred and has not been waived.


 


(b)                                     The
Borrower will be deemed to have given its consent five Business Days after the
Lender has requested it unless consent is expressly refused by the Borrower
within that time.


 


(c)                                      The
consent of the Borrower to an assignment or transfer must not be withheld
solely because the assignment or transfer may result in an increase to the
Mandatory Cost.


 


(d)                                     An
assignment will only be effective on receipt by the Agent of written
confirmation from the New Lender (in form and substance satisfactory to the
Agent) that the New Lender will assume the same obligations to the other
Finance Parties as it would have been under if it was an Original Lender.


 


(e)                                      A
transfer will only be effective if the procedure set out in Clause 24.5 (Procedure
for transfer) is complied with.


 


(f)                                        If:


 


(i)                        a Lender
assigns or transfers any of its rights or obligations under the Finance
Documents or changes its Facility Office; and


 


(ii)                     as a result of
circumstances existing at the date the assignment, transfer or change occurs,
the Borrower would be obliged to make a payment to the New Lender or Lender
acting through its new Facility Office under Clause 13 (Tax gross-up and indemnities)
or Clause 14 (Increased costs),


 


51

















 


then the New
Lender or Lender acting through its new Facility Office is only entitled to
receive payment under those Clauses to the same extent as the Existing Lender
or Lender acting through its previous Facility Office would have been if the
assignment, transfer or change had not occurred.


 


24.3                     Assignment or transfer fee


 


The New Lender
shall, on the date upon which an assignment or transfer takes effect, pay to
the Agent (for its own account) a fee of $1,500.


 


24.4                     Limitation of responsibility of Existing
Lenders


 


(a)                                      Unless
expressly agreed to the contrary, an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for:


 


(i)                        the legality,
validity, effectiveness, adequacy or enforceability of the Finance Documents or
any other documents;


 


(ii)                     the financial
condition of any Obligor;


 


(iii)                  the performance and
observance by any Obligor of its obligations under the Finance Documents or any
other documents; or


 


(iv)                 the accuracy of any
statements (whether written or oral) made in or in connection with any Finance
Document or any other document,


 


and any
representations or warranties implied by law are excluded.


 


(b)                                     Each
New Lender confirms to the Existing Lender and the other Finance Parties that
it:


 


(i)                        has made (and
shall continue to make) its own independent investigation and assessment of the
financial condition and affairs of any member of the Group and its related
entities in connection with its participation in this Agreement and has not
relied exclusively on any information provided to it by the Existing Lender in
connection with any Finance Document; and


 


(ii)                     will continue to
make its own independent appraisal of the creditworthiness of each Obligor and
its related entities whilst any amount is or may be outstanding under the
Finance Documents or any Commitment is in force.


 


(c)                                      Nothing
in any Finance Document obliges an Existing Lender to:


 


(i)                        accept a
re-transfer from a New Lender of any of the rights and obligations assigned or
transferred under this Clause 24; or


 


(ii)                     support any
losses directly or indirectly incurred by the New Lender by reason of the
non-performance by any Obligor of its obligations under the Finance Documents
or otherwise.


 


52

















 


24.5                     Procedure for transfer


 


(a)                                      Subject
to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a
transfer is effected in accordance with paragraph (b) below when the Agent
executes an otherwise duly completed Transfer Certificate delivered to it by
the Existing Lender and the New Lender. 
The Agent shall, as soon as reasonably practicable after receipt by it
of a duly completed Transfer Certificate appearing on its face to comply with
the terms of this Agreement and delivered in accordance with the terms of this
Agreement, execute that Transfer Certificate.


 


(b)                                     On
the Transfer Date:


 


(i)                        to the extent
that in the Transfer Certificate the Existing Lender seeks to transfer by
novation its rights and obligations under the Finance Documents each of the
Obligors and the Existing Lender shall be released from further obligations
towards one another under the Finance Documents and their respective rights
against one another under the Finance Documents shall be cancelled (being the “Discharged
Rights and Obligations”);


 


(ii)                     each of the
Obligors and the New Lender shall assume obligations towards one another and/or
acquire rights against one another which differ from the Discharged Rights and
Obligations only insofar as that Obligor and the New Lender have assumed and/or
acquired the same in place of that Obligor and the Existing Lender;


 


(iii)                  the Agent, the
Arrangers, the New Lender and other Lenders shall acquire the same rights and
assume the same obligations between themselves as they would have acquired and
assumed had the New Lender been an Original Lender with the rights and/or
obligations acquired or assumed by it as a result of the transfer and to that
extent the Agent, the Arrangers and the Existing Lender shall each be released
from further obligations to each other under the Finance Documents; and


 


(iv)                 the New Lender shall
become a Party as a “Lender”.


 


24.6                     Disclosure of information


 


Any Lender may
disclose to any of its Affiliates and any other person:


 


(a)                                      to
(or through) whom that Lender assigns or transfers (or may potentially assign
or transfer) all or any of its rights and obligations under this Agreement;


 


(b)                                     with
(or through) whom that Lender enters into (or may potentially enter into) any
sub-participation, any securitisation, or any hedge, in relation to, or any
other transaction under which payments are to be made by reference to, this
Agreement or any Obligor; or


 


(c)                                      to
whom, and to the extent that, information is required to be disclosed by any
applicable law or regulation,


 


53

















 


any
information about the Borrower, the Group and the Finance Documents as that
Lender shall consider appropriate if, in relation to paragraphs (a), (b) and
(c) above, the person to whom the information is to be given has entered into a
Confidentiality Undertaking.


 


25.                           CHANGES
TO THE BORROWER


 


The Borrower
may not assign any of its rights or transfer any of its rights or obligations
under the Finance Documents.


 


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THE FINANCE PARTIES


 


26.                           ROLE
OF THE AGENT AND THE ARRANGERS


 


26.1                     Appointment of the Agent


 


(a)                                      Each
other Finance Party appoints the Agent to act as its agent under and in
connection with the Finance Documents.


 


(b)                                     Each
other Finance Party authorises the Agent to exercise the rights, powers,
authorities and discretions specifically given to the Agent under or in
connection with the Finance Documents together with any other incidental
rights, powers, authorities and discretions.


 


26.2                     Duties of the Agent


 


(a)                                      The
Agent shall promptly forward to a Party the original or a copy of any document
which is delivered to the Agent for that Party by any other Party.


 


(b)                                     Except
where a Finance Document specifically provides otherwise, the Agent is not
obliged to review or check the adequacy, accuracy or completeness of any
document it forwards to another Party.


 


(c)                                      If
the Agent receives notice from a Party referring to this Agreement, describing
a Default and stating that the circumstance described is a Default, it shall
promptly notify the other Finance Parties.


 


(d)                                     If
the Agent is aware of the non-payment of any principal, interest, commitment
fee or other fee payable to a Finance Party (other than the Agent or the
Arrangers) under this Agreement it shall promptly notify the other Finance
Parties.


 


(e)                                      The
Agent’s duties under the Finance Documents are solely mechanical and
administrative in nature.


 


26.3                     Role of the Arrangers


 


Except as
specifically provided in the Finance Documents, the Arrangers have no
obligations of any kind to any other Party under or in connection with any
Finance Document.


 


26.4                     No fiduciary duties


 


(a)                                      Nothing
in this Agreement constitutes the Agent or the Arrangers as a trustee or
fiduciary of any other person.


 


(b)                                     Neither
the Agent nor the Arrangers shall be bound to account to any Lender for any sum
or the profit element of any sum received by it for its own account.


 


26.5                     Business with the Group


 


The Agent and
the Arrangers may accept deposits from, lend money to and generally engage in
any kind of banking or other business with any member of the Group.


 


55

















 


26.6                     Rights and discretions of the Agent


 


(a)                                      The
Agent may rely on:


 


(i)                        any
representation, notice or document believed by it to be genuine, correct and
appropriately authorised; and


 


(ii)                     any statement
made by a director, authorised signatory or employee of any person regarding
any matters which may reasonably be assumed to be within his knowledge or
within his power to verify.


 


(b)                                     The
Agent may assume (unless it has received notice to the contrary in its capacity
as agent for the Lenders) that:


 


(i)                        no Default has
occurred (unless it has actual knowledge of a Default arising under
Clause 22.1 (Non-payment)); and


 


(ii)                     any right, power,
authority or discretion vested in any Party or the Majority Lenders has not
been exercised.


 


(c)                                      The
Agent may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts.


 


(d)                                     The
Agent may act in relation to the Finance Documents through its personnel and
agents.


 


(e)                                      The
Agent may disclose to any other Party any information it reasonably believes it
has received as agent under this Agreement.


 


(f)                                        Notwithstanding any other provision of any Finance Document to the
contrary, neither the Agent nor any Arranger is obliged to do or omit to do
anything if it would or might in its reasonable opinion constitute a breach of
any law or regulation or a breach of a fiduciary duty or duty of
confidentiality.


 


26.7                     Majority Lenders’ instructions


 


(a)                                      Unless
a contrary indication appears in a Finance Document, the Agent shall (i)
exercise any right, power, authority or discretion vested in it as Agent in
accordance with any instructions given to it by the Majority Lenders (or, if so
instructed by the Majority Lenders, refrain from exercising any right, power,
authority or discretion vested in it as Agent) and (ii) not be liable for any
act (or omission) if it acts (or refrains from taking any action) in accordance
with an instruction of the Majority Lenders.


 


(b)                                     Unless
a contrary indication appears in a Finance Document, any instructions given by
the Majority Lenders will be binding on all the Finance Parties.


 


(c)                                      The
Agent may refrain from acting in accordance with the instructions of the
Majority Lenders (or, if appropriate, the Lenders) until it has received such security



 


56

















 


as it may
require for any cost, loss or liability (together with any associated VAT)
which it may incur in complying with the instructions.


 


(d)                                     In
the absence of instructions from the Majority Lenders, (or, if appropriate, the
Lenders) the Agent may act (or refrain from taking action) as it considers to
be in the best interest of the Lenders.


 


(e)                                      The
Agent is not authorised to act on behalf of a Lender (without first obtaining
that Lender’s consent) in any legal or arbitration proceedings relating to any
Finance Document.


 


26.8                     Responsibility for documentation


 


Neither the
Agent nor any Arranger:


 


(a)                                      is
responsible for the adequacy, accuracy and/or completeness of any information
(whether oral or written) supplied by the Agent, an Arranger, an Obligor or any
other Person given in or in connection with any Finance Document or the
Information Memorandum; or


 


(b)                                     is
responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document or any other agreement, arrangement or
document entered into, made or executed in anticipation of or in connection
with any Finance Document.


 


26.9                     Exclusion of liability


 


(a)                                      Without
limiting paragraph (b) below, the Agent will not be liable for any action taken
by it under or in connection with any Finance Document, unless directly caused
by its gross negligence or wilful misconduct.


 


(b)                                     No
Party (other than the Agent) may take any proceedings against any officer,
employee or agent of the Agent in respect of any claim it might have against
the Agent or in respect of any act or omission of any kind by that officer,
employee or agent in relation to any Finance Document and any officer, employee
or agent of the Agent may rely on this Clause subject to Clause 1.3 (Third Party
Rights) and the provisions of the Third Parties Act.


 


(c)                                      The
Agent will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under the Finance Documents to be
paid by the Agent if the Agent has taken all necessary steps as soon as
reasonably practicable to comply with the regulations or operating procedures
of any recognised clearing or settlement system used by the Agent for that
purpose.


 


26.10               Lenders’ indemnity to the Agent


 


Each Lender
shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately
prior to their reduction to zero) indemnify the Agent, within three Business
Days of demand, against any cost, loss or liability incurred by the Agent
(otherwise than by reason of the Agent’s gross 


 


57

















 


negligence or
wilful misconduct) in acting as Agent under the Finance Documents (unless the
Agent has been reimbursed by an Obligor pursuant to a Finance Document).


 


26.11               Resignation of the Agent


 


(a)                                      The
Agent may resign and appoint one of its Affiliates acting through an office as
successor by giving notice to the other Finance Parties and the Borrower.


 


(b)                                     Alternatively
the Agent may resign by giving notice to the other Finance Parties and the
Borrower, in which case the Majority Lenders (after consultation with the
Borrower) may appoint a successor Agent.


 


(c)                                      If
the Majority Lenders have not appointed a successor Agent in accordance with
paragraph (b) above within 30 days after notice of resignation was given, the
Agent (after consultation with the Borrower) may appoint a successor Agent.


 


(d)                                     The
retiring Agent shall, at its own cost, make available to the successor Agent
such documents and records and provide such assistance as the successor Agent
may reasonably request for the purposes of performing its functions as Agent
under the Finance Documents.


 


(e)                                      The
Agent’s resignation notice shall only take effect upon the appointment of a
successor.


 


(f)                                        Upon the appointment of a successor, the retiring Agent shall be
discharged from any further obligation in respect of the Finance Documents but
shall remain entitled to the benefit of this Clause 26.  Its successor and each of the other Parties
shall have the same rights and obligations amongst themselves as they would
have had if such successor had been an original Party.


 


(g)                                     After
consultation with the Borrower, the Majority Lenders may, by notice to the
Agent, require it to resign in accordance with paragraph (b) above.  In this event, the Agent shall resign in
accordance with paragraph (b) above.


 


26.12               Confidentiality


 


(a)                                      In
acting as agent for the Finance Parties, the Agent shall be regarded as acting
through its agency division which shall be treated as a separate entity from
any other of its divisions or departments.


 


(b)                                     If
information is received by another division or department of the Agent, it may
be treated as confidential to that division or department and the Agent shall
not be deemed to have notice of it.


 


26.13               Relationship with the Lenders


 


(a)                                      The
Agent may treat each Lender as a Lender entitled to payments under this
Agreement and acting through its Facility Office unless it has received not
less than five Business Days prior notice from that Lender to the contrary in
accordance with the terms of this Agreement.


 


58

















 


(b)                                     Each
Lender shall supply the Agent with any information required by the Agent in
order to calculate the Mandatory Cost in accordance with Schedule 4 (Utilisation Request).


 


26.14               Credit appraisal by the Lenders


 


Without
affecting the responsibility of any Obligor for information supplied by it or
on its behalf in connection with any Finance Document, each Lender confirms to
the Agent and the Arrangers that it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of all
risks arising under or in connection with any Finance Document including but
not limited to:


 


(a)                                      the
financial condition, status and nature of each member of the Group;


 


(b)                                     the
legality, validity, effectiveness, adequacy or enforceability of any Finance
Document and any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document;


 


(c)                                      whether
that Lender has recourse, and the nature and extent of that recourse, against
any Party or any of its respective assets under or in connection with any
Finance Document, the transactions contemplated by the Finance Documents or any
other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document; and


 


(d)                                     the
adequacy, accuracy and/or completeness of the Information Memorandum and any
other information provided by the Agent, any Party or by any other person under
or in connection with any Finance Document, the transactions contemplated by
the Finance Documents or any other agreement, arrangement or document entered
into, made or executed in anticipation of, under or in connection with any
Finance Document.


 


26.15               Reference Banks


 


If a Reference
Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Agent shall (in consultation with the
Borrower) appoint another Lender or an Affiliate of a Lender to replace that
Reference Bank.


 


26.16               Deduction from amounts payable by the Agent


 


If any Party
owes an amount to the Agent under the Finance Documents the Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from
any payment to that Party which the Agent would otherwise be obliged to make
under the Finance Documents and apply the amount deducted in or towards
satisfaction of the amount owed.  For
the purposes of the Finance Documents that Party shall be regarded as having
received any amount so deducted.


 


59

















 


27.                           CONDUCT OF BUSINESS BY THE FINANCE PARTIES


 


No provision
of this Agreement will:


 


(a)                                      interfere
with the right of any Finance Party to arrange its affairs (tax or otherwise)
in whatever manner it thinks fit;


 


(b)                                     oblige
any Finance Party to investigate or claim any credit, relief, remission or
repayment available to it or the extent, order and manner of any claim; or


 


(c)                                      oblige
any Finance Party to disclose any information relating to its affairs (tax or
otherwise) or any computations in respect of Tax.


 


28.                           SHARING
AMONG THE FINANCE PARTIES


 


28.1                     Payments to Finance Parties


 


If a Finance
Party (a “Recovering
Finance Party”) receives or recovers any amount from an Obligor
other than in accordance with Clause 29 (Payment mechanics) and applies that amount
to a payment due under the Finance Documents then:


 


(a)                                      the
Recovering Finance Party shall, within three Business Days, notify details of
the receipt or recovery, to the Agent;


 


(b)                                     the
Agent shall determine whether the receipt or recovery is in excess of the
amount the Recovering Finance Party would have been paid had the receipt or
recovery been received or made by the Agent and distributed in accordance with
Clause 29 (Payment
mechanics), without taking account of any Tax which would be imposed
on the Agent in relation to the receipt, recovery or distribution; and


 


(c)                                      the
Recovering Finance Party shall, within three Business Days of demand by the
Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or
recovery less any amount which the Agent determines may be retained by the
Recovering Finance Party as its share of any payment to be made, in accordance
with Clause 29.5 (Partial payments).


 


28.2                     Redistribution of payments


 


The Agent
shall treat the Sharing Payment as if it had been paid by the Borrower and
distribute it between the Finance Parties (other than the Recovering Finance
Party) in accordance with Clause 29.5 (Partial payments).


 


28.3                     Recovering Finance Party’s rights


 


(a)                                      On
a distribution by the Agent under Clause 28.2 (Redistribution of payments),
the Recovering Finance Party will be subrogated to the rights of the Finance
Parties which have shared in the redistribution.


 


(b)                                     If
and to the extent that the Recovering Finance Party is not able to rely on its
rights under paragraph (a) above, the Borrower shall be liable to the
Recovering Finance 


 


60

















 


Party for a
debt equal to the Sharing Payment which is immediately due and payable.


 


28.4                     Reversal of redistribution


 


If any part of
the Sharing Payment received or recovered by a Recovering Finance Party becomes
repayable and is repaid by that Recovering Finance Party, then:


 


(a)                                      each
Finance Party which has received a share of the relevant Sharing Payment
pursuant to Clause 28.2 (Redistribution of payments) shall, upon
request of the Agent, pay to the Agent for account of that Recovering Finance
Party an amount equal to the appropriate part of its share of the  Sharing Payment (together with an amount as
is necessary to reimburse that Recovering Finance Party for its proportion of
any interest on the Sharing Payment which that Recovering Finance Party is
required to pay); and


 


(b)                                     that
Recovering Finance Party’s rights of subrogation in respect of any
reimbursement shall be cancelled and the Borrower will be liable to the
reimbursing Finance Party for the amount so reimbursed.


 


28.5                     Exceptions


 


(a)                                      This
Clause 28 shall not apply to the extent that the Recovering Finance Party would
not, after making any payment pursuant to this Clause, have a valid and
enforceable claim against the Borrower.


 


(b)                                     A
Recovering Finance Party is not obliged to share with any other Finance Party
any amount which the Recovering Finance Party has received or recovered as a
result of taking legal or arbitration proceedings, if:


 


(i)                        it notified
that other Finance Party of the legal or arbitration proceedings; and


 


(ii)                     that other
Finance Party had an opportunity to participate in those legal or arbitration
proceedings but did not do so as soon as reasonably practicable having received
notice and did not take separate legal or arbitration proceedings.


 


61

















 


ADMINISTRATION


 


29.                           PAYMENT
MECHANICS


 


29.1                     Payments to the Agent


 


(a)                                      On
each date on which the Borrower or a Lender is required to make a payment under
a Finance Document, the Borrower or Lender shall make the same available to the
Agent (unless a contrary indication appears in a Finance Document) for value on
the due date at the time and in such funds specified by the Agent as being
customary at the time for settlement of transactions in the relevant currency
in the place of payment.


 


(b)                                     Payment
shall be made to such account in the principal financial centre of the country
of that currency (or, in relation to euro, in a principal financial centre in a
Participating Member State or London) with such bank as the Agent specifies.


 


29.2                     Distributions by the Agent


 


Each payment
received by the Agent under the Finance Documents for another Party shall, subject
to Clause 29.3 (Distributions to an Obligor), Clause 29.4 (Clawback)
and Clause 26.16 (Deduction from amounts payable by the Agent) be made
available by the Agent as soon as practicable after receipt to the Party
entitled to receive payment in accordance with this Agreement (in the case of a
Lender, for the account of its Facility Office), to such account as that Party
may notify to the Agent by not less than five Business Days’ notice with a bank
in the principal financial centre of the country of that currency (or, in
relation to euro, in the principal financial centre of a Participating Member
State or London).


 


29.3                     Distributions to the Borrower


 


The Agent may
(with the consent of the Borrower or in accordance with Clause 30 (Set-off))
apply any amount received by it for the Borrower in or towards payment (on the
date and in the currency and funds of receipt) of any amount due from the
Borrower under the Finance Documents or in or towards purchase of any amount of
any currency to be so applied.


 


29.4                     Clawback


 


(a)                                      Where
a sum is to be paid to the Agent under the Finance Documents for another Party,
the Agent is not obliged to pay that sum to that other Party (or to enter into
or perform any related exchange contract) until it has been able to establish
to its satisfaction that it has actually received that sum.


 


(b)                                     If
the Agent pays an amount to another Party and it proves to be the case that the
Agent had not actually received that amount, then the Party to whom that amount
(or the proceeds of any related exchange contract) was paid by the Agent shall
on demand refund the same to the Agent together with interest on that amount
from the date of payment to the date of receipt by the Agent, calculated by the
Agent to reflect its cost of funds.


 


62

















 


29.5                     Partial payments


 


(a)                                      If
the Agent receives a payment that is insufficient to discharge all the amounts
then due and payable by the Borrower under the Finance Documents, the Agent
shall apply that payment towards the obligations of the Borrower under the
Finance Documents in the following order:


 


(i)                        first, in or towards payment pro rata of any unpaid fees, costs and
expenses of the Agent and the Arrangers under the Finance Documents;


 


(ii)                     secondly, in or towards payment pro rata of any accrued interest, fee or
commission due but unpaid under this Agreement;


 


(iii)                  thirdly, in or
towards payment pro rata of any principal due but unpaid under this Agreement;
and


 


(iv)                 fourthly, in or
towards payment pro rata of any other sum due but unpaid under the Finance
Documents.


 


(b)                                     The
Agent shall, if so directed by the Majority Lenders, vary the order set out in
paragraphs (a)(ii) to (iv) above.


 


(c)                                      Paragraphs
(a) and (b) above will override any appropriation made by the Borrower.


 


29.6                     No set-off by the Borrower


 


All payments
to be made by the Borrower under the Finance Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or
counterclaim.


 


29.7                     Business Days


 


(a)                                      Any
payment which is due to be made on a day that is not a Business Day shall be
made on the next Business Day in the same calendar month (if there is one) or
the preceding Business Day (if there is not).


 


(b)                                     During
any extension of the due date for payment of any principal or Unpaid Sum under
this Agreement interest is payable on the principal or Unpaid Sum at the rate
payable on the original due date.


 


29.8                     Currency of account


 


(a)                                      Subject
to paragraphs (b) to (e) below, the Base Currency is the currency of account
and payment for any sum due from the Borrower under any Finance Document.


 


(b)                                     A
repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be
made in the currency in which that Loan or Unpaid Sum is denominated on its due
date.


 


(c)                                      Each
payment of interest shall be made in the currency in which the sum in respect
of which the interest is payable was denominated when that interest accrued.


 


63

















 


(d)                                     Each
payment in respect of costs, expenses or Taxes shall be made in the currency in
which the costs, expenses or Taxes are incurred.


 


(e)                                      Any
amount expressed to be payable in a currency other than the Base Currency shall
be paid in that other currency.


 


30.                           SET-OFF


 


A Finance
Party may set off any matured obligation due from the Borrower under the
Finance Documents (to the extent beneficially owned by that Finance Party)
against any matured obligation owed by that Finance Party to the Borrower,
regardless of the place of payment, booking branch or currency of either
obligation.  If the obligations are in
different currencies, the Finance Party may convert either obligation at a
market rate of exchange in its usual course of business for the purpose of the set-off.


 


31.                           NOTICES


 


31.1                     Communications in writing


 


Except as
otherwise provided in Clause 23 (Use of
Websites), any communication to be made under or in connection with
the Finance Documents shall be made in writing and, unless otherwise stated,
may be made by fax or letter.


 


31.2                     Addresses


 


The address
and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to
be made or delivered under or in connection with the Finance Documents is:


 


(a)                                      in
the case of the Borrower, that identified with its name below;


 


(b)                                     in
the case of each Lender, that notified in writing to the Agent on or prior to
the date on which it becomes a Party; and


 


(c)                                      in
the case of the Agent, that identified with its name below,


 


or any
substitute address, fax number, or department or officer as the Party may
notify to the Agent (or the Agent may notify to the other Parties, if a change
is made by the Agent) by not less than five Business Days’ notice.


 


31.3                     Delivery


 


(a)                                      Except
as otherwise provided in Clause 23 (Use of
Websites), any communication or document made or delivered by one
person to another under or in connection with the Finance Documents will only
be effective:


 


(i)                        if by way of
fax, when received in legible form; or


 


(ii)                     if by way of
letter, when it has been left at the relevant address or five Business Days
after being deposited in the post postage prepaid in an envelope addressed to
it at that address;


 


64

















 


and, if a
particular department or officer is specified as part of its address details
provided under Clause 31.2 (Addresses), if addressed to that
department or officer.


 


(b)                                     Except
as otherwise provided in Clause 23 (Use of
Websites), any communication or document to be made or delivered to
the Agent will be effective only when actually received by the Agent and then
only if it is expressly marked for the attention of the department or officer
identified with the Agent’s signature below (or any substitute department or
officer as the Agent shall specify for this purpose).


 


(c)                                      All
notices from or to the Borrower shall be sent through the Agent.


 


31.4                     Notification of address and fax number


 


Promptly upon
receipt of notification of an address and fax number or change of address or
fax number pursuant to Clause 31.2 (Addresses) or changing its own address or
fax number, the Agent shall notify the other Parties.


 


31.5                     Electronic communication


 


(a)                                      Any
communication to be made between the Agent and a Lender under or in connection
with the Finance Documents may be made by electronic mail or other electronic
means, if the Agent and the relevant Lender:


 


(i)                        agree that,
unless and until notified to the contrary, this is to be an accepted form of
communication;


 


(ii)                     notify each other
in writing of their electronic mail address and/or any other information
required to enable the sending and receipt of information by that means; and


 


(iii)                  notify each other of
any change to their address or any other such information supplied by them.


 


(b)                                     Any
electronic communication made between the Agent and a Lender will be effective
only when actually received in readable form and in the case of any electronic
communication made by a Lender to the Agent only if it is addressed in such a manner
as the Agent shall specify for this purpose.


 


31.6                     English language


 


(a)                                      Any
notice given under or in connection with any Finance Document must be in
English.


 


(b)                                     All
other documents provided under or in connection with any Finance Document must
be:


 


(i)                        in English; or


 


(ii)                     if not in
English, and if so required by the Agent, accompanied by a certified English
translation and, in this case, the English translation will prevail unless the
document is a constitutional, statutory or other official document.


 


65

















 


32.                           CALCULATIONS
AND CERTIFICATES


 


32.1                     Accounts


 


In any
litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance
Party are prima
facie evidence of the matters to which they relate.


 


32.2                     Certificates and Determinations


 


Any
certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.


 


32.3                     Day count convention


 


Any interest,
commission or fee accruing under a Finance Document will accrue from day to day
and is calculated on the basis of the actual number of days elapsed and a year
of 360 days or, in any case where the practice in the Relevant Interbank Market
differs, in accordance with that market practice.


 


33.                           PARTIAL
INVALIDITY


 


If, at any
time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.


 


34.                           REMEDIES
AND WAIVERS


 


No failure to
exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Finance Documents shall operate as a waiver, nor
shall any single or partial exercise of any right or remedy prevent any further
or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies provided
by law.


 


35.                           AMENDMENTS
AND WAIVERS


 


35.1                     Required consents


 


(a)                                      Subject
to Clause 35.2 (Exceptions) any term of this Agreement may be amended or
waived only with the consent of the Majority Lenders and the Borrower and any
such amendment or waiver will be binding on all Parties.


 


(b)                                     The
Agent may effect, on behalf of any Finance Party, any amendment or waiver
permitted by this Clause.


 


35.2                     Exceptions


 


(a)                                      An
amendment or waiver that has the effect of changing or which relates to:


 


(i)                        the definition
of “Majority Lenders” in Clause 1.1 (Definitions);


 


66

















 


(ii)                     an extension to
the date of payment of any amount under this Agreement;


 


(iii)                  a reduction in the
Applicable Margin or a reduction in the amount of any payment of principal,
interest, fees or commission payable;


 


(iv)                 an increase in or an
extension of any Commitment (except as otherwise provided in Clause 3 (Extension of Facility);


 


(v)                    a change to the
Borrower;


 


(vi)                 any provision which
expressly requires the consent of all the Lenders; or


 


(vii)              Clause 2.2 (Finance
Parties’ rights and obligations), Clause 24 (Changes to the Lenders) or
this Clause 35,


 


shall not be
made without the prior consent of all the Lenders.


 


(b)                                     An
amendment or waiver which relates to the rights or obligations of the Agent or
the Arrangers may not be effected without the consent of the Agent or the
Arrangers.


 


36.                           COUNTERPARTS


 


Each Finance
Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the
Finance Document.


 


67

















 


GOVERNING LAW AND
ENFORCEMENT


 


37.                           GOVERNING LAW


 


This Agreement
is governed by English law.


 


38.                           ENFORCEMENT


 


38.1                     Jurisdiction


 


(a)                                      The
courts of England have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement) (a “Dispute”).


 


(b)                                     The
Parties agree that the courts of England are the most appropriate  and convenient courts to settle Disputes and
accordingly no Party will argue to the contrary.


 


(c)                                      This
Clause 38.1 is for the benefit of the Finance Parties only.  As a result, no Finance Party shall be
prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction.  To the extent
allowed by law, the Finance Parties may take concurrent proceedings in any
number of jurisdictions.


 


38.2                     Service of process


 


Without
prejudice to any other mode of service allowed under any relevant law, the
Borrower:


 


(a)                                      irrevocably
appoints Law Debenture Corporate Services Limited (Fifth Floor, 100 Wood
Street, London EC2V 7EX as its agent for service of process in relation to any
proceedings before the English courts in connection with any Finance Document;
and


 


(b)                                     agrees
that failure by a process agent to notify the Borrower of the process will not
invalidate the proceedings concerned.


 


This Agreement has been entered into on the date
stated at the beginning of this Agreement.


 


68

















 


SCHEDULE 1

APPLICABLE MARGIN


 


1.                                 Facility A


 


1.1                           In relation to Facility A, the Applicable Margin is 1.35 per cent.
per annum unless S&P and/or Moody’s are publishing in respect of the Parent
a long term unsecured debt rating, in which case the Applicable Margin is the
percentage rate per annum that corresponds to that rating, as in effect from
time to time as set out in the following table: 


 


	
  S&P
  Rating

  	
   

  	
  Moody’s
  Rating

  	
   

  	
  Applicable
  Margin

  (% per annum)

  	
   

  
	
  BBB+ or above

  	
   

  	
  Baa1 or
  above

  	
   

  	
  0.75

  	
   

  
	
  BBB

  	
   

  	
  Baa2

  	
   

  	
  0.925

  	
   

  
	
  BBB-

  	
   

  	
  Baa3

  	
   

  	
  1.10

  	
   

  
	
  BB+ or below

  	
   

  	
  Ba1 or below

  	
   

  	
  1.35

  	
   

  



 


1.2                           If S&P and Moody’s are publishing in respect of the Parent long
term unsecured debt ratings that appear on different lines of the table at
Clause 1.1 of this Schedule, the Applicable Margin will be determined on the
basis of the line producing the lower Applicable Margin.


 


2.                                 Facility B


 


2.1                           In relation to Facility B, the Applicable Margin is 1.50 per cent.
per annum unless S&P and/or Moody’s are publishing a long term unsecured
debt rating in respect of the Parent, in which case the Applicable Margin is
the percentage rate per annum that corresponds to that rating, as in effect
from time to time as set out in the following table:


 


	
  S&P Rating

  	
   

  	
  Moody’s
  Rating

  	
   

  	
  Applicable
  Margin

  (% per annum)

  	
   

  
	
  BBB+ or above

  	
   

  	
  Baa1 or
  above

  	
   

  	
  0.875

  	
   

  
	
  BBB

  	
   

  	
  Baa2

  	
   

  	
  1.05

  	
   

  
	
  BBB-

  	
   

  	
  Baa3

  	
   

  	
  1.25

  	
   

  
	
  BB+ or below

  	
   

  	
  Ba1 or below

  	
   

  	
  1.50

  	
   

  



 


69

















 


2.2                           If S&P and Moody’s are publishing in respect of the Parent long
term unsecured debt ratings  that appear
on different lines of the table at Clause 2.1 of this Schedule, the Applicable
Margin will be determined on the basis of the line producing the lower Applicable
Margin.


 


3.                                 Any change to the Applicable Margin shall take effect on the first
Business Day after the announcement of the change in rating by the relevant
Rating Agency.


 


4.                                 If the long term unsecured debt ratings service provided by S&P
or Moody’s ceases to be available, the Agent can, after consultation with the
Borrower and the Lenders, specify an alternative  provider of an equivalent service for the purposes of calculating
the Applicable Margin.


 


70

















 


SCHEDULE 2

THE ORIGINAL LENDERS


 


	
  Name
  of Original Lender

  	
   

  	
  Facility
  A Commitment

  	
   

  	
  Facility
  B Commitment

  	
   

  
	
  Morgan Stanley Bank

  	
   

  	
  35,000,000.00

  	
   

  	
  15,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BNP Paribas S.A.

  	
   

  	
  24,500,000.00

  	
   

  	
  10,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CCF S.A.

  	
   

  	
  24,500,000.00

  	
   

  	
  10,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Société Générale

  	
   

  	
  24,500,000.00

  	
   

  	
  10,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Barclays Bank PLC

  	
   

  	
  22,750,000.00

  	
   

  	
  9,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CDC Ixis A.M.

  	
   

  	
  22,750,000.00

  	
   

  	
  9,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABN AMRO Bank N.V. Paris Branch

  	
   

  	
  17,500,000.00

  	
   

  	
  7,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bayerische Hypo-und Vereinsbank AG, Munich

  	
   

  	
  17,500,000.00

  	
   

  	
  7,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BBVA Ireland plc

  	
   

  	
  17,500,000.00

  	
   

  	
  7,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Crédit Agricole S.A.

  	
   

  	
  17,500,000.00

  	
   

  	
  7,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortis Bank (Nederland) N.V.

  	
   

  	
  17,500,000.00

  	
   

  	
  7,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Bank N.V.

  	
   

  	
  17,500,000.00

  	
   

  	
  7,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KBC Bank N.V.

  	
   

  	
  17,500,000.00

  	
   

  	
  7,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natexis Banques Populaires

  	
   

  	
  17,500,000.00

  	
   

  	
  7,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Raiffeisen Zentralbank Oesterreich AG

  	
   

  	
  17,500,000.00

  	
   

  	
  7,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WestLB AG

  	
   

  	
  17,500,000.00

  	
   

  	
  7,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ANZEF Limited

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banca Commerciale Italiana (France) S.A.

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banca Nazionale del Lavoro International S.A.

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank fur Arbeit und Wirtschaft Aktiengesellschaft

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  



 


71

















 


	
  Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
  trading as Rabobank International London Branch

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Suisse

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kreditanstalt fur Wiederaufbau

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Landesbank Rheinland-Pfalz - Girozentrale

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sanpaolo IMI S.p.A.

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scotiabank Europe plc

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Standard Chartered Bank PLC

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unicredito Italiano SpA - London Branch

  	
   

  	
  8,750,000.00

  	
   

  	
  3,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banca Monte dei Paschi S.p.A., New York Branch

  	
   

  	
  7,000,000.00

  	
   

  	
  3,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banco Español de Crédito S.A.

  	
   

  	
  7,000,000.00

  	
   

  	
  3,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banque Artesia Nederland N.V.

  	
   

  	
  7,000,000.00

  	
   

  	
  3,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTALS:

  	
   

  	
  455,000,000.00

  	
   

  	
  195,000,000.00

  	
   

  



 


72

















 


SCHEDULE 3

CONDITIONS PRECEDENT


 


Conditions precedent to initial Utilisation


 


1.                                 Obligors


 


(a)                                      A copy of the constitutional documents of each Obligor.


 


(b)                                     A copy of a resolution of the board of directors of each Obligor:


 


(i)                        approving the terms of, and the transactions contemplated by, the
Finance Documents to which it is a party and resolving that it execute the
Finance Documents to which it is a party;


 


(ii)                     authorising a specified person or persons to execute the Finance
Documents to which it is a party on its behalf; and


 


(iii)                  authorising a specified person or persons, on its behalf, to sign
and/or despatch all documents and notices (including, if relevant, any
Utilisation Request) to be signed and/or despatched by it under or in
connection with the Finance Documents to which it is a party.


 


(c)                                      A specimen of the signature of each person authorised by the
resolution referred to in paragraph (b) above.


 


(d)                                     If required by the constitutional documents of the Borrower, a
shareholder resolution of the Borrower, approving the terms of, and the
transactions contemplated by, the Finance Documents to which the Borrower is a
party.


 


(e)                                      A certificate of each Obligor (signed by a Responsible Officer)
confirming that borrowing or guaranteeing, as appropriate, the Total
Commitments would not violate any borrowing or, guaranteeing limit set forth in
any Contractual Obligation or Requirement of Law binding on the respective
Obligor.


 


(f)                                        A certificate of an authorised signatory of the Obligor certifying
that each copy document relating to it specified in this Schedule 3 is
correct, complete and in full force and effect as at a date no earlier than the
date of this Agreement.


 


2.                                 Legal
opinions


 


(a)                                      A legal opinion of Clifford Chance LLP legal advisers to the
Arrangers and the Agent, opining, notably to the validity under English law of
the obligations of the Borrower under this Agreement.


 


(b)                                     A legal opinion of Clifford Chance LLP legal advisers to the
Arrangers and the Agent as to matters of Dutch law, opining notably as to (i)
the capacity of the Borrower to enter into and perform its obligations under
the Finance Documents,


 


73

















 


(ii)
the recognition under Dutch law of the validity of such obligations of the
Borrower under this Agreement and (iii) the recognition and enforcement in The
Netherlands of any judgement rendered against the Borrower pursuant to the
jurisdiction provisions of the Financing Documents.


 


(c)                                      A legal opinion of Conyers Dill & Pearman as to matters of
Bermuda law, opining notably as to (i) the capacity of the Parent to enter into
and perform its obligations under the Parent Guarantee, (ii) the recognition
under Bermuda law of the validity of such obligations and the choice of law
expressed in the Parent Guarantee and (iii) the recognition and enforcement in
Bermuda of any judgement rendered against the Parent pursuant to the
jurisdiction provisions of the Parent Guarantee.


 


(d)                                     A legal opinion of Winston & Strawn as to matters of New York
law, opining notably as to the validity under New York law of the obligations
of the Parent under the Parent Guarantee.


 


(e)                                      A legal opinion of Winston & Strawn opining notably as to the
enforceability of the Transaction Documents.


 


3.                                 Other
documents and evidence


 


(a)                                      One signed original of the Parent Guarantee.


 


(b)                                     Delivery of a copy of each of the Transaction Documents.


 


(c)                                      Evidence that any process agent referred to in Clause 38.2 (Service of
process), has accepted its appointment.


 


(d)                                     A certificate of the Parent confirming the prevalent Ratings in
respect of the Parent on the day of this Agreement.


 


(e)                                      The latest annual consolidated audited and certified financial
statements of the Parent.


 


(f)                                        Irrevocable notice of repayment in full and cancellation of the
amounts outstanding under the Existing Facility on or prior to the date of
first Utilisation.


 


(g)                                     Evidence that the fees, costs and expenses then due from the
Borrower pursuant to Clause 12 (Fees) and Clause 17 (Costs and expenses) have
been paid or will be paid by the first Utilisation Date.


 


74

















 


SCHEDULE 4

UTILISATION REQUEST


 


From:      Bunge Finance Europe B.V. as Borrower


 


To:          HSBC Bank plc as Agent


 


Dated:


 


Dear Sirs


 


We refer to the multicurrency revolving facility
agreement (the “Agreement”)
dated 27 May, 2003 and made between, Bunge Finance Europe B.V., as Borrower,
the Arrangers named therein, the Agent and certain Lenders named therein.


 


1.                                 This is a Utilisation Request. 
Terms defined in the Agreement have the same meaning in this Utilisation
Request unless given a different meaning in this Utilisation Request.


 


2.                                 We wish to borrow a Loan on the following terms:


 


	
  Proposed
  Utilisation Date:

  	
   

  	
  [     ]
  (or, if that is not a Business Day, the next Business Day)

  
	
   

  	
   

  	
   

  
	
  Facility
  to be utilised:

  	
   

  	
  [Facility
  A]/[Facility B]*

  
	
   

  	
   

  	
   

  
	
  Currency
  of Loan:

  	
   

  	
  [     ]

  
	
   

  	
   

  	
   

  
	
  Amount:

  	
   

  	
  [     ]
  or, if less, the Available Facility

  
	
   

  	
   

  	
   

  
	
  Interest
  Period:

  	
   

  	
  [     ]

  



 


3.                                 We confirm that each condition specified in Clause 5.2 (Further
conditions precedent) is satisfied on the date of this Utilisation
Request.


 


4.                                 The proceeds of this Loan should be credited to [account].


 


5.                                 This Utilisation Request is irrevocable.


 


	
  Yours
  faithfully

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
  authorised
  signatory for

  Bunge Finance Europe B.V.

  



 












* delete as
appropriate


 


75

















 


SCHEDULE 5

MANDATORY COST FORMULAE


 


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


 


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


 


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


 


4.                                 The Additional Cost Rate for any Lender lending from a Facility
Office in the United Kingdom will be calculated by the Agent as follows:


 


	
  Ex0.01 

  	
  per cent.
  per annum.

  
	
  300

  



 


Where:

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


 


5.                                 For the purposes of this Schedule:


 


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


 


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


 


(c)                                      “Tariff Base” has the meaning given to it in, and will be
calculated in accordance with, the Fees Rules.


 


76

















 


6.                                 If requested by the Agent, each Reference Bank shall, as soon as
practicable after publication by the Financial Services Authority, supply to
the Agent, the rate of charge payable by that Reference Bank to the Financial
Services Authority pursuant to the Fees Rules in respect of the relevant
financial year of the Financial Services Authority (calculated for this purpose
by that Reference Bank as being the average of the Fee Tariffs applicable to
that Reference Bank for that financial year) and expressed in pounds per
£1,000,000 of the Tariff Base of that Reference Bank.


 


7.                                 Each Lender shall supply any information required by the Agent for
the purpose of calculating its Additional Cost Rate.  In particular, but without limitation, each Lender shall supply
the following information on or prior to the date on which it becomes a Lender:


 


(a)                                      the jurisdiction of its Facility Office; and


 


(b)                                     any other information that the Agent may reasonably require for such
purpose.


 


Each Lender
shall promptly notify the Agent of any change to the information provided by it
pursuant to this paragraph.


 


8.                                 The rates of charge of each Reference Bank for the purpose of E
above shall be determined by the Agent based upon the information supplied to
it pursuant to paragraphs 6 and 7 above.


 


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


 


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


 


11.                           Any determination by the Agent pursuant to this Schedule in relation
to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
to a Lender shall, in the absence of manifest error, be conclusive and binding
on all Parties.


 


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


 


77

















 


SCHEDULE 6

FORM OF TRANSFER CERTIFICATE


 


To:          HSBC Bank plc as Agent


 


From:      [The Existing Lender] (the “Existing
Lender”) and [The New Lender] (the “New Lender”)


 


Dated:


 


We refer to the multicurrency revolving facility
agreement (the “Agreement”)
dated 27 May 2003 between Bunge Finance Europe B.V., as Borrower, the Arrangers
named therein, the Agent and certain Lenders named therein.


 


1.                                 This is a Transfer Certificate. 
Terms defined in the Agreement have the same meaning in this Transfer
Certificate unless given a different meaning in this Transfer Certificate.


 


2.                                 We refer to Clause 24.5 (Procedure for transfer):


 


(a)                                      The Existing Lender and the New Lender agree to the Existing Lender
transferring to the New Lender by novation all or part of the Existing Lender’s
Commitment, rights and obligations referred to in the Schedule in accordance
with Clause 24.5 (Procedure for transfer).


 


(b)                                     The proposed Transfer Date is [      ].


 


(c)                                      The Facility Office and address, fax number and attention details
for notices of the New Lender for the purposes of Clause 31.2 (Addresses)
are set out in the Schedule.


 


3.                                 The New Lender expressly acknowledges the limitations on the
Existing Lender’s obligations set out in paragraph (c) of Clause 24.4 (Limitation
of responsibility of Existing Lenders).


 


4.                                 The New Lender confirms on the date on which it becomes a party to
this Agreement that it is a PMP.


 


5.                                 This Transfer Certificate may be executed in any number of
counterparts and this has the same effect as if the signatures on the
counterparts were on a single copy of this Transfer Certificate.


 


6.                                 This Transfer Certificate is governed by English law.


 


78

















 


THE SCHEDULE


 


Commitment/rights and
obligations to be transferred


 


[insert
relevant details]

[Facility
Office address, fax number and attention details for notices and account
details for payments,]


 


	
  [Existing
  Lender]

  	
   

  	
  [New
  Lender]

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
  This
  Transfer Certificate is accepted by the Agent and the Transfer Date is
  confirmed as
  [           ].

  
	
   

  	
   

  	
   

  
	
  HSBC
  plc

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 


79

















 


SCHEDULE 7

TIMETABLES


 


	
   

  	
   

  	
  Loans in euro

  	
   

  	
  Loans in dollars

  
	
  Delivery of
  a duly completed Utilisation Request (Clause 6.1 (Delivery of a Utilisation Request)

  	
   

  	
  U-3

  

  10.00 am

  	
   

  	
  U-3

  

  10.00 am

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent
  determines (in relation to a Utilisation) the Base Currency Amount of the
  Loan, if required under Clause 6.4 (Lenders’ participation)

  	
   

  	
  U-3

  

  noon

  	
   

  	
  U-3

  

  noon

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent
  notifies the Lenders of the Loan in accordance with Clause 6.4 (Lenders’
  participation)

  	
   

  	
  U-3

  

  3.00 pm

  	
   

  	
  U-3

  

  3.00 pm

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIBOR or
  EURIBOR is fixed

  	
   

  	
  Quotation
  Day as of 11:00 a.m. Brussels time in respect of EURIBOR

  	
   

  	
  Quotation
  Day as of 11:00 a.m. London time in respect of LIBOR

  



 












“U” = date of
utilisation


 


“U - X” = X
Business Days prior to date of utilisation


 


80

















 


SCHEDULE 8

FORM OF CONFIDENTIALITY UNDERTAKING


 


[Letterhead of
Lender]


 


 


	
  To:

  	
  [•]

  
	
   

  	
   

  
	
  Re:

  	
  The
  Facilities

  
	
   

  	
   

  
	
  Borrower:

  	
  BUNGE
  FINANCE EUROPE B.V.

  
	
   

  	
   

  
	
  Amount:

  	
  [•]

  
	
   

  	
   

  
	
  Agent:

  	
  HSBC BANK
  PLC

  



 


Dear Sirs


 


We understand
that you are considering participating in the Facilities. In consideration of
us agreeing to make available to you certain information, by your signature of
a copy of this letter you agree as follows:


 


1.                                 Confidentiality Undertaking You undertake:


 


(a)                                      to keep the Confidential Information confidential and not to
disclose it to anyone except as provided for by paragraph 2 below and to ensure
that the Confidential Information is protected with security measures and a
degree of care that would apply to your own confidential information;


 


(b)                                     to keep confidential and not disclose to anyone the fact that the
Confidential Information has been made available or that discussions or
negotiations are taking place or have taken place between us in connection with
the Facilities;


 


(c)                                      to use the Confidential Information only for the Permitted Purpose;


 


(d)                                     to use all reasonable endeavours to ensure that any person to whom
you pass any Confidential Information (unless disclosed under paragraph 2(b)
below) acknowledges and complies with the provisions of this letter as if that
person were also a party to it; and


 


(e)                                      not to make enquiries of any member of the Group or any of their
officers, directors, employees or professional advisers relating directly or
indirectly to the Facilities.


 


2.                                 Permitted Disclosure We agree that you may disclose Confidential Information:


 


(a)                                      to members of the Participant Group and their officers, directors,
employees and professional advisers to the extent necessary for the Permitted
Purpose and to any auditors of members of the Participant Group;


 


81

















 


(b)                                     (i) where requested or required by any court of competent
jurisdiction or any competent judicial, governmental, supervisory or regulatory
body, (ii) where required by the rules of any stock exchange on which the
shares or other securities of any member of the Participant Group are listed or
(iii) where required by the laws or regulations of any country with
jurisdiction over the affairs of any member of the Participant Group; or


 


(c)                                      with the prior written consent of us and Bunge.


 


3.                                 Notification of Required or Unauthorised
Disclosure You agree (to the extent permitted by
law) to inform us of the full circumstances of any disclosure under paragraph
2(b) or upon becoming aware that Confidential Information has been disclosed in
breach of this letter.


 


4.                                 Return of Copies If we so request in writing, you shall return all Confidential
Information supplied to you by us or a member of the Group and destroy or
permanently erase all copies of Confidential Information made by you and use
all reasonable endeavours to ensure that anyone to whom you have supplied any
Confidential Information destroys or permanently erases such Confidential
Information and any copies made by them, in each case save to the extent that
you or the recipients are required to retain any such Confidential Information
by any applicable law, rule or regulation or by any competent judicial,
governmental, supervisory or regulatory body or in accordance with internal
policy, or where the Confidential Information has been disclosed under
paragraph 2(b) above.


 


5.                                 Continuing Obligations The obligations in this letter are continuing and, in particular,
shall survive the termination of any discussions or negotiations between you
and us. Notwithstanding the previous sentence, the obligations in this letter
shall cease (a) if you become a party to or otherwise acquired (by assignment
or sub participation) an interest, direct or indirect in the Facilities or (b)
twelve months after you have returned all Confidential Information supplied to
you by us or a member of the Group and destroyed or permanently erased all
copies of Confidential Information made by you (other than any such
Confidential Information or copies which have been disclosed under paragraph 2
above (other than sub-paragraph 2(a)) or which, pursuant to paragraph 4 above,
are not required to be returned or destroyed).


 


6.                                 No Representation; Consequences of Breach,
etc You acknowledge and agree that:


 


(a)                                      neither we nor any of our officers, employees or advisers (each a “Relevant Person”) (i) make any
representation or warranty, express or implied, as to, or assume any
responsibility for, the accuracy, reliability or completeness of any of the
Confidential Information or any other information supplied by us or any member
of the Group or the assumptions on which it is based or (ii) shall be under any
obligation to update or correct any inaccuracy in the Confidential Information
or any other information supplied by us or any member of the Group or be
otherwise liable to you or any other person in respect to the Confidential
Information or any such information; and


 


82

















 


(b)                                     we or members of the Group may be irreparably harmed by the breach
of the terms of this letter and damages may not be an adequate remedy; each
Relevant Person or member of the Group may be granted an injunction or specific
performance for any threatened or actual breach of the provisions of this
letter by you.


 


7.                                 No Waiver; Amendments, etc This letter sets out the full extent of your obligations of
confidentiality owed to us in relation to the information the subject of this
letter. No failure or delay in exercising any right, power or privilege under
this letter will operate as a waiver thereof nor will any single or partial
exercise of any right, power or privilege preclude any further exercise thereof
or the exercise of any other right, power or privileges under this letter. The
terms of this letter and your obligations under this letter may only be amended
or modified by written agreement between us; provided, that any amendment or
modification of a material term of this letter (including, without limitation,
paragraphs 1 and 2 and the definition of “Confidential Information”) shall also
require Bunge’s prior written consent.


 


8.                                 Inside Information You acknowledge that some or all of the Confidential Information is
or may be price-sensitive information and that the use of such information may
be regulated or prohibited by applicable legislation relating to insider
dealing and you undertake not to use any Confidential Information for any
unlawful purpose.


 


9.                                 Nature of Undertakings The undertakings given by you under this letter are given to us and
(without implying any fiduciary obligations on our part) are also given for the
benefit of Bunge, the Borrower and each other member of the Group.


 


10.                           Third party rights


 


(a)                                      Subject to paragraph 6 and paragraph 9 the terms of this letter may
be enforced and relied upon only by you and us and the operation of the Contracts
(Rights of Third Parties) Act 1999 is excluded.


 


(b)                                     Notwithstanding any provisions of this letter, (but subject to the
proviso set forth below) the parties to this letter do not require the consent
of any Relevant Person or any member of the Group to vary this letter at any
time;  provided, that any variation of a
material term of this letter (including, without limitation, paragraphs 1 and 2
and the definition of “Confidential Information”) shall require Bunge’s prior
written consent.


 


11.                           Governing Law and Jurisdiction This letter (including the agreement constituted by your
acknowledgement of its terms) shall be governed by and construed in accordance
with the laws of England and the parties submit to the non-exclusive
jurisdiction of the English courts.


 


12.                           Definitions In
this letter (including the acknowledgement set out below):


 


83

















 


“Borrower” means Bunge Finance Europe B.V.,
a company formed under the laws of The Netherlands, and its successors and
permitted assigns;


 


“Bunge” means Bunge Limited, a company
formed under the laws of Bermuda, and its successors and permitted assigns;


 


“Confidential Information” means any
information relating to Bunge, the Borrower, the Group, and the Facilities
including, without limitation, the Information Memorandum, provided to you by
us or any member of the Group or any of their respective affiliates or
advisers, in whatever form, and includes information given orally and any
document, electronic file or any other way of representing or recording
information which contains or is derived or copied from such information but
excludes information that (a) is or becomes generally available to the public
knowledge other than as a direct or indirect result of any breach of this
letter or (b) is known by you before the date the information is disclosed to
you by us or any member of the Group or any of their respective affiliates or
advisers or is lawfully obtained by you after that date, other than from a
source which is connected with the Group and which, in either case, as far as
you are aware, has not been obtained in violation of, and is not otherwise
subject to, any obligation of confidentiality;


 


“Group” means Bunge and each of its holding
companies and subsidiaries and each subsidiary of each of its holding companies
(as each such term is defined in the Companies Act 1985);


 


“Information Memorandum” means the
Confidential Information Memorandum dated April 2003;


 


“Participant Group” means you, each of your
holding companies and subsidiaries and each subsidiary of each of your holding
companies (as each such term is defined in the Companies Act 1985); and


 


“Permitted Purpose” means considering and
evaluating whether to enter into the Facilities.


 


Please
acknowledge your agreement to the above by signing and returning the enclosed
copy.


 


	
  Yours
  faithfully

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For and on
  behalf of

  	
   

  
	
   

  	
   

  
	
  [• Lender]

  	
   

  
	
   

  	
   

  
	
  To:

  	
  Bunge
  Limited

  	
   

  
	
   

  	
   

  
	
  We
  acknowledge and agree to the above:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  For and on
  behalf of

  	
   

  
						



 


 


[[•]]


 


84

















 


SIGNATURES


 


THE BORROWER


 


BUNGE FINANCE EUROPE B.V.


 


	
  By:

  	
  /S/ MORRIS
  KALEF

  	
   

  
	
   

  	
  Morris Kalef

  
	
   

  	
   

  
	
  Address:

  	
  11720 Borman
  Drive

  
	
   

  	
  St. Louis,
  Missouri 63146

  
	
   

  	
   

  
	
  Attention:

  	
  Frank
  Marchiony

  
	
   

  	
   

  
	
  Fax:

  	
  (314) 994
  6538

  
	
   

  	
   

  
	
  with a copy
  to:

  



 


Bunge Limited


 


	
  Address:

  	
  50 Main
  Street

  
	
   

  	
  White
  Plains,

  
	
   

  	
  New York
  10606

  
	
   

  	
   

  
	
  Attention:

  	
  Carey Dubois

  
	
   

  	
   

  
	
  Fax:

  	
  (914) 684
  3443

  



 


THE ARRANGERS


 


BNP PARIBAS


 


	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  
	
   

  	
   

  
	
   

  	
   

  
	
  CCF

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  
				



 


 


SOCIÉTÉ GÉNÉRALE


 


	
  By:

  	
  /S/ ERIC LE
  LAY

  	
   

  
	
   

  	
  Eric Le Lay

  



 

















 


THE ORIGINAL LENDERS


 


MORGAN STANLEY BANK


 


	
  By:

  	
  /S/ JAAP L.
  TONKONS

  	
   

  
	
   

  	
  Jaap L.
  Tonkons

  	
   

  



 


BNP PARIBAS S.A.


 


	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  



 


CCF S.A.


 


	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  



 


SOCIÉTÉ GÉNÉRALE


 


	
  By:

  	
  /S/ ERIC LE
  LAY

  	
   

  
	
   

  	
  Eric Le Lay

  	
   

  



 


BARCLAYS BANK PLC


 


	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  



 


CDC IXIS A.M.


 


	
  By:

  	
  /S/ HENRI
  MALICK

  	
   

  
	
   

  	
  Henri Malick

  	
   

  



 


	
   

  	
  /S/ FLORENCE
  SOULE DE LAFONT

  	
   

  
	
   

  	
  Florence
  Soule de LaFont

  	
   

  



 


ABN AMRO BANK N.V. PARIS BRANCH


 


	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  



 


BAYERISCHE HYPO-UND VEREINSBANK AG, MUNICH


 


	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  



 


BBVA IRELAND PLC


 


	
  By:

  	
  /S/ LUIS
  MARTINEZ

  	
   

  
	
   

  	
  Luis
  Martinez

  	
   

  



 


	
  CRÉDIT AGRICOLE S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  



 

















 


	
  FORTIS BANK (NEDERLAND) N.V.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ J. AE.
  OPTEN NOORT

  	
   

  
	
   

  	
  J. AE. Opten
  Noort

  	
   

  
	
   

  	
   

  
	
   

  	
  /S/ BARBARA
  STAM

  	
   

  
	
   

  	
  Barbara Stam

  	
   

  
	
   

  	
   

  
	
  ING BANK N.V.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ CAROLYN
  JACOBS

  	
   

  
	
   

  	
  Carolyn
  Jacobs

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ PAUL VAN
  HEERDE

  	
   

  
	
   

  	
  Paul Van
  Heerde

  	
   

  
	
   

  	
   

  	
   

  
	
  KBC BANK N.V.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  
	
   

  	
   

  	
   

  
	
  NATEXIS BANQUES POPULAIRES

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/
  CHRISTOPHE CARLES

  	
   

  
	
   

  	
  Christophe
  Carles

  	
   

  
	
   

  	
   

  
	
   

  	
  /S/
  CATHERINE GRANDJEAN

  	
   

  
	
   

  	
  Catherine
  Grandjean

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  
	
   

  	
   

  	
   

  
	
  RAIFFEISEN ZENTRALBANK OESTERREICH AG

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ DANIELA
  VORBECK

  	
   

  
	
   

  	
  Daniela
  Vorbeck

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ WOLFGANG
  RACHBAUER

  	
   

  
	
   

  	
  Wolfgang
  Rachbauer

  	
   

  
	
   

  	
   

  	
   

  
	
  WESTLB AG

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  
	
   

  	
   

  	
   

  
	
  ANZEF LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  
					



 

















 


	
  BANCA COMMERCIALE ITALIANA (FRANCE) S.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  
	
   

  	
   

  	
   

  
	
  BANCA NAZIONALE DEL LAVORO INTERNATIONAL S.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK FUR ARBEIT UND WIRTSCHAFT AKTIENGESELLSCHAFT

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ DR.
  RAFFAY

  	
   

  
	
   

  	
  Dr. Raffay

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ F. JOHN

  	
   

  
	
   

  	
  F. John

  	
   

  
	
   

  	
   

  	
   

  
	
  COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. TRADING AS
  RABOBANK INTERNATIONAL LONDON BRANCH

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  
	
   

  	
   

  	
   

  
	
  CREDIT SUISSE

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ GIANNI
  SARGENTI

  	
   

  
	
   

  	
  Gianni
  Sargenti

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ BERNHARD
  LIPPUNER

  	
   

  
	
   

  	
  Bernhard
  Lippuner

  	
   

  
	
   

  	
   

  	
   

  
	
  KREDITANSTALT FUR WIEDERAUFBAU

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ ELRICH
  GORETZKI

  	
   

  
	
   

  	
  Elrich
  Goretzki

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/
  CHRISTINE SCHMIDT

  	
   

  
	
   

  	
  Christine
  Schmidt

  	
   

  
	
   

  	
   

  	
   

  
	
  LANDESBANK RHEINLAND-PFALZ - GIROZENTRALE

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  
	
   

  	
   

  	
   

  
	
  SANPAOLO IMI S.P.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ CATHY R.
  LESSE

  	
   

  
	
   

  	
  Cathy R.
  Lesse

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ RENATO
  CARDUCCI

  	
   

  
	
   

  	
  Renato
  Carducci

  	
   

  
				



 

















 


	
  SCOTIABANK EUROPE PLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ TIM
  BURCHETT

  	
   

  
	
   

  	
  Tim Burchett

  	
   

  
	
   

  	
   

  	
   

  
	
  STANDARD CHARTERED BANK PLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ DEREK
  HILL

  	
   

  
	
   

  	
  Derek Hill

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ SIMON
  WILLIAMS

  	
   

  
	
   

  	
  Simon
  Williams

  	
   

  
	
   

  	
   

  	
   

  
	
  UNICREDITO ITALIANO SPA - LONDON BRANCH

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ JOHN HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  
	
   

  	
   

  	
   

  
	
  BANCA MONTE DEI PASCHI S.P.A., NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ ROMEO C.
  CELLA

  	
   

  
	
   

  	
  Romeo C.
  Cella

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ BRIAN R.
  LANDY

  	
   

  
	
   

  	
  Brian R.
  Landy

  	
   

  
	
   

  	
   

  	
   

  
	
  BANCO ESPAÑOL DE CRÉDITO S.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ EDURNE
  URIBE

  	
   

  
	
   

  	
  Edurne Uribe

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ ALFONSO
  LOPEZ-BARAJAS

  	
   

  
	
   

  	
  Alfonso
  Lopez-Barajas

  	
   

  
	
   

  	
   

  	
   

  
	
  BANQUE ARTESIA NEDERLAND N.V.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  
	
   

  	
   

  	
   

  
	
  THE AGENT

  
	
   

  	
   

  	
   

  
	
  HSBC BANK plc

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ JOHN
  HAIRE

  	
   

  
	
   

  	
  John Haire

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Level 17

  	
   

  
	
   

  	
  8 Canada
  Square

  	
   

  
	
   

  	
  London E14
  5HQ

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  0207 991
  4347

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Khalid Raja

  	
   

  
				



 

















 


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