Exhibit
10.2

     

    EXECUTION COPY

     

    GUARANTY 

     

    This
Guaranty (as amended, supplemented or otherwise modified in accordance with the
terms hereof and in effect from time to time, this "Guaranty") is made as
of the 24rd day of November, 2009 by Bunge Limited, a company incorporated under
the laws of Bermuda (together with any successors or assigns permitted
hereunder, "BL"
or "Guarantor")
to Fortis Bank (Nederland) N.V. ("Fortis"), in its
capacity as the agent (together with its successors and assigns, the "Agent") under the
U.S.$600,000,000 Facility Agreement, dated November 24, 2009 (as amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, the "Facility Agreement"),
among Bunge Finance Europe B.V., a company incorporated under the laws of The
Netherlands ("BFE"), Fortis, BNP
Paribas, Calyon, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., ING Bank
N.V., Lloyds TSB Bank plc, SG Americas Securities LLC, Standard Chartered Bank
and The Royal Bank of Scotland plc, as mandated lead arrangers and bookrunners
(collectively, the "Arrangers"), the
financial institutions from time to time party thereto (each a "Lender" and
collectively, the "Lenders") and the
Agent, for the benefit of the Lenders.

     

    WITNESSETH:

     

    WHEREAS,
pursuant to the Facility Agreement the Lenders have agreed to make revolving
loans (the "Loans") to BFE from
time to time;

     

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

     

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

     

    Section
1.        
     Definitions.

     

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

     

    (b)           Notwithstanding
any other provision contained herein or in the other Finance Documents, all
terms of an accounting or financial nature used herein and in the other Finance
Documents shall be construed, and all computations of amounts and ratios
referred to herein and in the other Finance Documents shall be made, without
giving effect to any election under Statement of Financial Accounting Standards
159 (or any other Financial Accounting Standard having a similar result or
effect) to value any Indebtedness or other liabilities of BFE, the Guarantor or
any of their Subsidiaries at "fair value", as defined therein.

     

    Section
2.              Guaranty.  Subject to the
terms and conditions of this Guaranty, the Guarantor hereby unconditionally and
irrevocably guarantees (collectively, the "Guaranty
Obligations") (a) the prompt and punctual payment of all amounts due and
owing (whether at the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    stated
maturity, by acceleration, or otherwise) in respect of Loans made by the Lenders
to BFE under the Facility Agreement and the other Finance Documents and (b) all
fees, expenses and indemnifications of the Lenders and the Agent owed by BFE
under the Facility Agreement and the other Finance Documents, in any case
described in (a) or (b) above whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter
incurred.  This Guaranty is a guaranty of payment and not of
collection.  All payments by the Guarantor under this Guaranty shall
be made in United States dollars, and (i) with respect to Loans, shall be made
to the Agent for disbursement pro rata to the Lenders in accordance with the
proportion that each Lender’s respective Commitment bears to the Total
Commitments (each such proportion constituting the respective Lender’s "Aggregate Exposure
Percentage"), (ii) with respect to fees, expenses and indemnifications
owed to the Lenders, shall be made to the Agent for disbursement pro rata to the
Lenders in accordance with their respective Aggregate Exposure Percentages and
(iii) with respect to fees, expenses and indemnifications owed to the Agent,
shall be made to the Agent.  This Guaranty shall remain in full force
and effect until the Guaranty Obligations are paid in full and the Commitments
are terminated, notwithstanding that from time to time prior thereto BFE may be
free from any payment obligations under the Finance Documents.

     

    Section
3.              Guaranty
Absolute.  The Guarantor
guarantees that the Guaranty Obligations will be paid, regardless of any
applicable law, regulation or order now or hereinafter in effect in any
jurisdiction affecting any of such terms or the rights of the Agent or any
Lender with respect thereto.  The liability of the Guarantor under
this Guaranty shall be absolute and unconditional irrespective of:

     

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

     

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

     

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

     

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

     

    (e)           Any
failure by BFE in the performance of any obligation with respect to the Facility
Agreement or any other Finance Document;

     

    
      
        
        

      

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

     

    (g)           Any
other circumstance which might otherwise constitute a defense available to, or a
discharge of, the Guarantor, BFE or any other Person (including any other
guarantor) that is a party to any document or instrument executed in respect of
the Guaranty Obligations;

     

    (h)           Any
limitation of BFE's obligations pursuant to subsection 20.1(b) of
the Facility Agreement; or

     

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

     

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

     

    Section
4.              Waiver.  The
Guarantor hereby waives (a) promptness, diligence, notice of acceptance,
presentment, demand, protest, notice of protest and dishonor, notice of default,
notice of intent to accelerate, notice of acceleration and any other notice with
respect to any of the Guaranty Obligations and this Guaranty, (b) any
requirement that the Agent or the Lenders protect, secure, perfect or insure any
security interest or Lien on any property subject thereto or exhaust any right
or take any action against BFE or any other Person or entity or any


     

    
      
        
        

      

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

     

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

     

    Section
6.              Subrogation
Rights.  If any amount
shall be paid to the Guarantor on account of subrogation rights at any time when
all the Guaranty Obligations shall not have been paid in full, such amount shall
be held in trust for the benefit of the Agent and shall forthwith be paid to the
Agent to be applied to the Guaranty Obligations as specified in the Finance
Documents.  If (a) the Guarantor makes a payment to the Agent of all
or any part of the Guaranty Obligations and (b) all the Guaranty Obligations
have been paid in full and the Commitments have terminated, the Agent will, at
the Guarantor’s request, execute and deliver to the Guarantor appropriate
documents, without recourse and without representation or warranty of any kind
whatsoever, necessary to evidence the transfer by subrogation to the Guarantor
of any interest in the Guaranty Obligations resulting from such payment by the
Guarantor.  The Guarantor hereby agrees that it shall have no rights
of subrogation with respect to amounts due to the Agent or the Lenders until
such time as all obligations of BFE to the Lenders and the Agent have been paid
in full, the Commitments have been terminated and the Facility Agreement has
been terminated.

     

    
      
        
        

      

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

     

    (a)           Financial
Condition.

     

    (i)           The
consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as
at December 31, 2008 and the related consolidated statements of income for the
fiscal year ended on such date, reported on by the Guarantor’s independent
public accountants, copies of which have heretofore been furnished to the Agent,
are complete and correct, in all material respects, and present fairly the
financial condition of the Guarantor and its consolidated Subsidiaries as at
such date, and the results of operations for the fiscal year then
ended.  Such financial statements, including any related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by the external auditors and
as disclosed therein, if any).

     

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

     

    (iii)           During
the period from December 31, 2008 to and including the date hereof, except as
disclosed in Schedule VI attached hereto, neither the Guarantor nor its
consolidated Subsidiaries has sold, transferred or otherwise disposed of any
material part of its business or property, nor has it purchased or otherwise
acquired any business or property (including any capital stock of any other
Person) material in relation to the consolidated financial condition of the
Guarantor and its consolidated Subsidiaries at December 31, 2008.

     

    (b)           No
Change.  Since December 31, 2008, except as disclosed in
Schedule I hereof, there has been no development or event which has had or
could, in the Guarantor’s good faith reasonable judgment, reasonably be expected
to have a Material Adverse Effect.

     

    (c)           Corporate Existence;
Compliance with Law.  The Guarantor and each of its
Subsidiaries (i) is duly organized and validly existing under the laws of the
jurisdiction of its incorporation, (ii) has the corporate power and authority,
and the legal right, to own and operate its property, to lease the property it
operates as lessee and to 

     

    
      
        
        

      

      
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    conduct
the business in which it is currently engaged, (iii) is duly qualified under the
laws of each jurisdiction where its ownership, lease or operation of property or
the conduct of its business requires such qualification, except where the
failure to be so duly qualified could not reasonably be expected to have a
Material Adverse Effect, and (iv) is in compliance with all Requirements of Law
and Contractual Obligations, except any non-compliance which could not
reasonably be expected to have a Material Adverse Effect.

     

    (d)           Corporate Power;
Authorization; Enforceable Obligations.  The Guarantor and each
of its Subsidiaries has the corporate power and authority, and the legal right,
to make, deliver and perform this Guaranty and each of the other Finance
Documents and Transaction Documents to which such Person is a party and to
borrow thereunder and has taken all necessary corporate action to authorize (i)
the borrowings on the terms and conditions of the Finance Documents and
Transaction Documents to which such Person is a party, (ii) the execution,
delivery and performance of this Guaranty and each of the other Finance
Documents and Transaction Documents to which such Person is a party and (iii)
the remittance of payments of all amounts payable hereunder and
thereunder.  No consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person is
required in connection with the borrowings under the Finance Documents or
Transaction Documents, the remittance of payments in accordance with the terms
hereof and thereof or with the execution, delivery, performance, validity or
enforceability of this Guaranty and each of the other Finance Documents and
Transaction Documents.  This Guaranty and each of the other Finance
Documents and Transaction Documents to which the Guarantor and/or any of its
Subsidiaries are a party have been duly executed and delivered on behalf of the
Guarantor and each of such Subsidiaries.  Each of this Guaranty and
each of the other Finance Documents and Transaction Documents to which the
Guarantor and/or any of its Subsidiaries are a party constitutes a legal, valid
and binding obligation of the Guarantor and each of such Subsidiaries
enforceable against the Guarantor and each of such Subsidiaries in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or law).

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    (i)           No
Default.  Except with respect to the Indebtedness set forth on
Schedule III attached hereto, neither the Guarantor nor any of its Subsidiaries
is in default under or with respect to any agreement, instrument or undertaking
to which it is a party or by which it is bound in any respect which could
reasonably be expected to have a Material Adverse Effect.  No Series
2003-1 Early Amortization Event, Potential Series 2003-1 Early Amortization
Event or Event of Default has occurred and is continuing.

     

    
      
        
        

      

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

     

    (k)           Pari Passu
Status.  The obligations of the Guarantor hereunder constitute
direct, general obligations of the Guarantor and rank at least pari passu (in priority of
payment) with all other unsecured, unsubordinated Indebtedness (other than any
such Indebtedness that is preferred by mandatory provision of law) of the
Guarantor.

     

    (l)           Purpose of
Loans.  The proceeds of the Loans under the Facility Agreement
shall be used by BFE solely to either (i) make advances to the Bunge Master
Trust pursuant to the Series 2003-1 VFC, (ii) repay Permitted Indebtedness
outstanding from time to time or (iii) pay expenses incurred in connection with
the Facility Agreement and any Pari Passu
Indebtedness.  Notwithstanding the foregoing, any other use of the
proceeds of the Loans under the Facility Agreement shall not affect the
obligations of the Guarantor hereunder.

     

    (m)           Information.  All
information (including, with respect to the Guarantor, without limitation, the
financial statements required to be delivered pursuant hereto), which has been
made available to the Agent or any Lender by or on behalf of the Guarantor in
connection with the transactions contemplated hereby and the other Finance
Documents and Transaction Documents is complete and correct in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
therein not materially misleading in light of the circumstances under which such
statements were made; provided, that, with respect to projected financial
information provided by or on behalf of the Guarantor, the Guarantor represents
only that such information was prepared in good faith by management of the
Guarantor on the basis of assumptions believed by such management to be
reasonable as of the time made.

     

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

     

    
      
        
        

      

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

     

    (p)           Federal
Regulations.  No part of the proceeds of any advances under the
Investor Certificates will be used for "purchasing" or "carrying" any "margin
stock" within the respective meanings of each of the quoted terms under
Regulation U of the Board of Governors of the Federal Reserve System of the
United States as now and from time to time hereafter in
effect.  Notwithstanding the foregoing, any use of advances under the
Investor Certificates as so described in this subsection shall not affect the
obligations of the Guarantor hereunder.

     

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

     

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

     

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

     

    (t)           Security
Interest.

     

    (i)           All
filings and other acts (including but not limited to the acts required by subsection 2.01(b) of
the Sale Agreement and subsection 2.01(b) of
the Pooling Agreement and notifying related Obligors of the assignment of a
Purchased Loan, except to the extent that the relevant UCC and other similar
laws (to the extent applicable) permit a Seller (or Bunge Funding, Inc. or its
assignees) to provide such notification subsequent to the applicable Loan
Purchase Date without materially impairing the Trust's ownership or security
interest in the Trust Assets and without incurring material expenses in
connection with such notification) necessary or advisable under the relevant UCC
or under other applicable laws of jurisdictions outside the United States (to
the extent applicable) shall have been made or performed in order to grant the
Trust (for the benefit of each holder of Investor Certificates) a full legal and
beneficial ownership or first priority perfected security interest in respect of
all Purchased Loans.

     

    
      
        
        

      

      
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    (ii)           BFE
is the lawful owner of, and has good and marketable title to, the Series 2003-1
VFC, free and clear of all Liens.

     

    (u)           Anti-Terrorism
Laws.

     

    (i)           To
the best of the knowledge of the Responsible Officers of the Guarantor, neither
the Guarantor nor any of its Subsidiaries: (A) is, or is controlled by, a
Restricted Party, (B) has received funds or other property from a Restricted
Party in violation of any Anti-Terrorism Law, or (C) is in breach of, or is the
subject of any action or investigation under, any Anti-Terrorism
Law.

     

    (ii)           To
the best of the knowledge of the Responsible Officers of the Guarantor, the
Guarantor and each of its Subsidiaries has taken reasonable measures to comply
with the Anti-Terrorism Laws.

     

    (v)           Effectiveness of Transaction
Documents. The Transaction Documents are in full force and
effect.

     

    The
Guarantor agrees that the foregoing representations and warranties shall be
deemed to have been made by the Guarantor on the date hereof, the date of each
Utilisation Request by BFE and each Utilisation Date under the Facility
Agreement, on and as of all such dates.

    


    Section
8.              Covenants.

     

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

     

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

     

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

     

    (ii)           as
soon as available, but in any event not later than sixty (60) days after the end
of each of the first three quarters of each fiscal year of the Guarantor, the
unaudited consolidated balance sheet of 

     

    
      
        
        

      

      
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    the
Guarantor as at the end of such quarter and the related unaudited consolidated
statement of income for such quarter and the portion of the fiscal year through
the end of such quarter, setting forth in each case in comparative form the
figures for the previous year, each in the form reasonably acceptable to the
Agent, certified by the chief financial officer of the Guarantor;
and

     

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

     

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

     

    (b)           Quarterly Compliance
Certificates.  The Guarantor shall, within sixty (60) days
after the end of each of the first three fiscal quarters of each fiscal year and
one hundred and twenty (120) days after the end of each fiscal year, furnish to
the Agent its certificate signed by its chief financial officer, treasurer or
controller stating that, to the best of such officer’s knowledge, during such
period each of the Guarantor and BFE has observed or performed all of its
covenants and other agreements, and satisfied every condition contained in this
Guaranty and the other Finance Documents and Transaction Documents and any other
related documents to be observed, performed or satisfied by each of them, and
that such officer has obtained no knowledge of any Series 2003-1 Early
Amortization Event, Potential Series 2003-1 Early Amortization Event or Event of
Default except as specified in such certificate and showing in reasonable detail
the calculations evidencing compliance with the covenants in subsection
8.2(a).

     

    (c)           Conduct of Business and
Maintenance of Existence.  The Guarantor shall, and shall cause
each of the Designated Obligors to: (i) except as permitted by subsection 8.2(b),
preserve, renew and keep in full force and effect its corporate existence; and
(ii) take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its business, except
where the failure to maintain the same would not have a Material Adverse
Effect.

     

    
      
        
        

      

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

     

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

     

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

     

    (g)           Notices.  The
Guarantor shall give notice to the Agent promptly after becoming aware of the
same, of (i) the occurrence of any Series 2003-1 Early Amortization Event,
Potential Series 2003-1 Early Amortization Event or Default, including any steps
taken to remedy or mitigate the effect of such default; (ii) any changes in
taxes, duties or other fees of Bermuda or any political subdivision or taxing
authority thereof or any change in any laws of Bermuda, in each case, that may
affect any payment due under this Guaranty or the other Finance Documents and
Transaction Documents; (iii) any change in such Guarantor’s, BLFC's or the Bunge
Master Trust's Rating by S&P or Moody's; and (iv) any development or event
which has had, or which the Guarantor in its good faith judgment believes will
have, a Material Adverse Effect.

     

    
      
        
        

      

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

     

    (i)           Maintenance of Designated
Obligors.  The Guarantor will not and will not permit any of
its Subsidiaries directly or indirectly to convey, sell, transfer or otherwise
dispose of, or grant any Person an option to acquire, in one transaction or a
series of transactions more than 50% of the voting stock of a Designated Obligor
(other than BL) unless such conveyance, sale, transfer or disposition does not
cause a Series 2003-1 Early Amortization Event, Potential Series 2003-1 Early
Amortization Event or Event of Default and either (i) such conveyance, sale,
transfer or disposition is among the Guarantor and its Subsidiaries or (ii) (A)
the Guarantor or such Subsidiary uses the net proceeds of such stock conveyance,
sale, transfer or disposition to repay in full the aggregate principal and
interest due and owing with respect to all Intercompany Loans outstanding as to
which the Designated Obligor is the Obligor and (B) to the extent such net
proceeds exceed the amounts required to be paid pursuant to clause (A), the
Guarantor or such Subsidiary either (1) reinvests or enters into a contract to
reinvest all such excess net proceeds in productive replacement fixed assets of
a kind then used or usable in the business of the Guarantor or any of its
Subsidiaries or (2) uses such excess net proceeds to make payments on the
Guarantor’s or its Subsidiaries’ other Indebtedness.

     

    (j)           Payment of
Taxes.  The Guarantor shall pay, discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be, all
taxes, assessments and similar governmental charges imposed on it, its incomes,
profits or properties, except where (i) the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves
to the extent required by GAAP with respect thereto have been provided on the
books of the Guarantor or (ii) the nonpayment of all such taxes, assessments and
charges in the aggregate would not reasonably be expected to have a Material
Adverse Effect.

     

    (k)           Environmental
Laws.  Unless, in the good faith judgment of the Guarantor, the
failure to do so would not reasonably be expected to have a Material Adverse
Effect, the Guarantor will comply in all material respects, and cause each of
its Subsidiaries to comply in all material respects, with the requirements of
all applicable Environmental Laws and will immediately pay or cause to be paid
all costs and expenses incurred in such compliance, except such costs and
expenses which are being contested in good faith by appropriate proceedings if
the Guarantor or such Subsidiary, as applicable, is maintaining adequate
reserves (in the good faith judgment of the management of the 

     

    
      
        
        

      

      
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    Guarantor)
with respect thereto in accordance with GAAP.  Unless the failure to
do so would not reasonably be expected to have a Material Adverse Effect, the
Guarantor shall not, nor shall it permit or suffer any of its Subsidiaries to,
generate, use, manufacture, refine, transport, treat, store, handle, dispose of,
transfer, produce or process Hazardous Materials other than in the ordinary
course of business and in material compliance with all applicable Environmental
Laws, and shall not, and shall not permit or suffer any of its Subsidiaries to,
cause or permit, as a result of any intentional or unintentional act or omission
on the part of the Guarantor or any Subsidiary thereof, the installation or
placement of Hazardous Materials in material violation of or actionable under
any applicable Environmental Laws onto any of its property or suffer the
material presence of Hazardous Materials in violation of or actionable under any
applicable Environmental Laws on any of its property without having taken prompt
steps to remedy such violation.  Unless its failure to do so would not
reasonably be expected to have a Material Adverse Effect, the Guarantor shall,
and shall cause each of its Subsidiaries to, promptly undertake and diligently
pursue to completion any investigation, study, sampling and testing, as well as
any cleanup, removal, remedial or other action required of the Guarantor or any
Subsidiary under any applicable Environmental Laws in the event of any release
of Hazardous Materials.

     

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

     

    (i)           ERISA
Events.  Promptly and in any event within ten (10) days after
the Guarantor or any ERISA Affiliate knows or has reason to know that any ERISA
Event has occurred, a statement of the chief financial officer of the Guarantor
or such ERISA Affiliate describing such ERISA Event and the action, if any, that
the Guarantor or such ERISA Affiliate has taken and proposes to take with
respect thereto;

     

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

     

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

     

    
      
        
        

      

      
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    Guarantor
of any ERISA Affiliate in connection with any event described in clause (A) or
(B) above.

     

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

     

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

     

    (i)           its
Consolidated Net Worth (as calculated at the end of each fiscal quarter of the
Guarantor) to be less than U.S.$4,000,000,000 (to be tested
quarterly);

     

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

     

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

     

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

     

    (c)           Liens.  The
Guarantor shall not nor shall it permit any Subsidiary to create or suffer to
exist any Lien (including, without limitation, any equivalent created or arising
under the laws of any jurisdiction in which the Guarantor or a Subsidiary does
business), upon or with respect to any of its present or future property
including any asset, revenue, or right to receive income or any other property,
whether tangible or intangible, real or personal (all of the foregoing
hereinafter called "Property"), in each
case to secure Indebtedness unless the Guaranty Obligations are equally and
ratably secured, except:  (i) Liens for current taxes, assessments or
other governmental charges which are not delinquent or remain payable without
any penalty, or the validity of which is contested in good faith by appropriate
proceedings upon stay of execution of the enforcement thereof or upon posting a
bond in connection therewith; (ii) any Lien pursuant to any order or attachment
or similar legal process arising in connection 

     

    
      
        
        

      

      
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    with
court proceedings; provided that the
execution or other enforcement thereof is effectively stayed or a sufficient
bond had been posted and the claims secured thereby are being contested at the
time in good faith by appropriate proceedings; (iii) any Liens securing bonds
posted with respect to and in compliance with clauses (i) and (ii) above; (iv)
any Liens securing the claims of mechanics, laborers, workmen, repairmen,
materialmen, suppliers, carriers, warehousemen, landlords, or vendors or other
claims provided for by mandatory provisions of law which are not yet due and
delinquent, or are being contested in good faith by appropriate proceedings; (v)
Liens which are Excluded Liens (as defined below); (vi) any Lien on any Property
securing Indebtedness incurred or assumed solely for the purpose of financing
all or any part of the cost of constructing or acquiring such Property, which
Lien attaches to such Property concurrently with or within ninety (90) days
after the construction, acquisition or completion of a series of related
acquisitions thereof; (vii) Liens existing immediately prior to the execution of
this Guaranty and set forth in Schedule V to this Guaranty; (viii) Liens to
secure bonds posted in order to obtain stays of judgments, attachments or
orders, the existence of which bonds would not otherwise constitute an Event of
Default; (ix) Liens on Property existing prior to the acquisition of such
Property or the acquisition of any Subsidiary that is the owner of such Property
and not in contemplation of such acquisition; (x) Liens created by a Subsidiary
in favor of the Guarantor or a Subsidiary; (xi) Liens on any accounts receivable
from or invoices to export customers (including, but not limited to,
Subsidiaries) and the proceeds thereof; (xii) Liens on rights under contracts to
sell, purchase or receive commodities to or from export customers (including,
but not limited to, Subsidiaries) and the proceeds thereof; (xiii) Liens on cash
deposited as collateral in connection with financings where Liens are permitted
under clause (xi) and (xii) of this subsection 8.2(c);
(xiv) Liens extending, renewing or replacing, in whole or in part Liens
permitted pursuant to clauses (i) through (xi), so long as the principal amount
of the Indebtedness secured by such Lien does not exceed its original principal
amount; (xv) minor survey exceptions or minor encumbrances, easements or
reservations, or rights of others for rights-of-way, utilities and other similar
purposes, or zoning or other restrictions as to the use of real properties,
which are necessary for the conduct of the activities of the Guarantor or the
Subsidiaries or which customarily exist on properties of corporations engaged in
similar activities and similarly situated and which do not in any event
materially impair their use in the operation of the business of the Guarantor or
the Subsidiaries; (xvi) Liens incurred pursuant to the Finance Documents and
Transaction Documents; (xvii) Liens on accounts receivable and other related
assets arising in connection with transfers thereof to the extent such transfers
are treated as true sales of financial assets under FASB Statement No. 140, as
in effect from time to time; (xviii) Liens securing obligations under a Hedge
Agreement or swap, cap or collar agreement or similar agreement related to
equity or commodities; and (xix) Liens (other than Liens otherwise permitted by
clauses (i) through (xviii) above) incurred by the Guarantor or a Subsidiary


     

    
      
        
        

      

      
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    which, at
the time incurred do not, together with all other Liens incurred by the
Guarantor and the Subsidiaries (other than Liens otherwise permitted by clauses
(i) through (xviii) above) secure an aggregate principal amount exceeding (at
the time such Lien is issued or created) $250,000,000 (collectively, Liens
described in clauses (i)-(xix) are referred to herein as "Permitted Liens");
provided, however, that
Indebtedness incurred in connection with any permitted sale and leaseback
transactions which are treated as debt in accordance with GAAP will be included
in such determination and treated as being secured by Liens not otherwise
permitted by clauses (i) through (xviii).  For purposes of
interpreting the terms of this Guaranty, (A) the phrases "accounts receivable
from or invoices to export customers" and "contracts to sell, purchase or
receive commodities to (from) export customers" shall refer to invoices or
accounts receivable derived from the sale of, or contracts to sell, purchase or
receive wheat, soybeans or other commodities or products derived from the
processing of wheat, soybeans or other commodities, by or to the Guarantor or a
Subsidiary that have been or are to be exported from the country of origin
whether or not such sale is made by a Subsidiary or to any of its Subsidiaries;
and (B) property of a party to a corporate reorganization which is not the
Guarantor or a Subsidiary shall be deemed "acquired" by the Guarantor or such
Subsidiary as part of such corporate reorganization even if the Guarantor or
Subsidiary, as the case may be, is not the surviving or resulting
entity.

     

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

    


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

    


    (e)           Anti-Money
Laundering.  The Guarantor will use commercially reasonable
efforts to ensure that no funds used to pay the obligations under the Finance
Documents are derived from any activity that would violate any Anti-Terrorism
Law.

     

    
      
        
        

      

      
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    8.3           Use of
Websites.

     

    (a)           The
Guarantor may satisfy its obligation to deliver any public information to the
Lenders by posting this information onto an electronic website designated by the
Guarantor and the 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; provided, that in any
event the Guarantor shall supply the Agent with one copy in paper form of any
information which is posted onto the website.

     

    (b)           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 Guarantor and the Agent.

     

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

     

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

     

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

     

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

     

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

     

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

     

    If the
Guarantor notifies the Agent under Section 8.3(c)(i) or
Section
8.3(c)(v) above, all information to be provided by the Guarantor under
this Guaranty after the date of that notice shall be supplied in paper form
unless and until the Agent is satisfied that the circumstances giving rise to
the notification are no longer continuing.

     

    Section
9.  
           Amendments.  No amendment or
waiver of any provision of this Guaranty nor consent to any departure by the
Guarantor therefrom shall in any event be effective unless such amendment or
waiver shall be in writing and signed by the Guarantor and the Agent who shall
act following the receipt of the consent of all of the Lenders.  Such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    


    Section
18.             GOVERNING
LAW; FOREIGN PARTY PROVISIONS.

     

    (a)           THIS
GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).

     

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

     

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


     

    
      
        
        

      

      
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    instruments,
as may be necessary to continue such designation and appointment of the
Authorized Agent in full force and effect so long as the Guaranty is in
existence.

     

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

     

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

     

    (f)           Judgment
Currency.  The obligations of the Guarantor in respect of any
sum due to the Agent or any Lender hereunder or any holder of the obligations
owing hereunder (the "Applicable Creditor")
shall, notwithstanding any judgment in a currency (the "Judgment Currency")
other than the currency in which such sum is stated to be due hereunder (the
"Agreement
Currency"), be discharged only to the extent that, on the Business Day
following receipt by the Applicable Creditor of any sum adjudged to be so due in
the Judgment Currency, the Applicable Creditor may in accordance with normal


     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    banking
procedures in the relevant jurisdiction purchase the Agreement Currency with the
Judgment Currency; if the amount of the Agreement Currency so purchased is less
than the sum originally due to the Applicable Creditor in the Agreement
Currency, the Guarantor as a separate obligation and notwithstanding any such
judgment, agrees to indemnify the Applicable Creditor against such
loss.  The obligations of the Guarantor contained in this Section
shall survive the termination of this Guaranty and the Facility Agreement and
the payment of all other amounts owing hereunder and thereunder.

     

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

     

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

     

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

     

    Section
22.           Setoff.  In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, upon the occurrence of an Event of Default
or a Series 2003-1 Early Amortization Event, each Lender is hereby authorized at
any time or from time to time, without notice to the Guarantor or to any other
Person, any such notice 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    being
hereby expressly waived to the extent permitted by applicable law, to setoff and
to appropriate and apply any and all deposits (general or special) and any other
indebtedness at any time held or owing by such Lender, to or for the credit or
the account of the Guarantor against and on account of the obligations and
liabilities of the Guarantor to such Lender, as applicable, under this Guaranty
or any other Finance Document, including, without limitation, all claims of any
nature or description arising out of or connected with this Guaranty or any
other Finance Document, irrespective of whether or not such Lender shall have
made any demand hereunder and although said obligations, liabilities or claims,
or any of them, shall be contingent or unmatured.

     

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

     

    


     

    [Signature
page follows.]

     

    


     

    


     

    


     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

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

     

     

    
      
        	 	GUARANTOR:	 
	 	 	 
	 	BUNGE
    LIMITED,	 
	 	a
      Bermuda company	 
	 	 	 	 	 
	 	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      HUNTER SMITH	 
	 	 	Name:	Hunter
      Smith	 
	 	 	Title:	Treasurer	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 
      	/s/
      CARLA HEISS	 
	 	 	Name:	Carla
      Heiss	 
	 	 	Title:	Assistant General Counsel and Assistant Secretary	 
	 	 	 	 	 


      

    

     

     

     

     

     

     

     

     

     

     

     

    [Signature
Page to Guaranty]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
I

     

    Material
Developments

     

    None

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        SI-1

        
          

        

      

      
        
        

      

    

     

    Schedule
II

     

    Environmental
Matters

     

    This
Schedule II to the Guaranty hereby incorporates by reference all disclosure
related to environmental matters set forth in (i) the Guarantor's Annual Report
on Form 10-K for the fiscal year ended December 31, 2008, which was filed on
March 2, 2009 and (ii) the Guarantor's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2009, which was filed on November 9,
2009.

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        SII-1

        
          

        

      

      
        
        

      

    

     

    Schedule
III

     

    Defaulted
Facilities

     

    None

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        SIII-1

        
          

        

      

      
        
        

      

    

     

    Schedule
IV

     

    Designated
Obligors

     

    
      	
              Name

            	 
      	 
      	
              Percentage Directly or Indirectly Owned by
      BL

            
	
              Bunge
      Limited

            	 
      	 
      	
              --

            
	
              Bunge
      Global Markets Inc.

            	 
      	 
      	
              100%

            
	
              Bunge
      N.A. Holdings, Inc.

            	 
      	 
      	
              100%

            
	
              Bunge
      North America, Inc.

            	 
      	 
      	
              100%

            
	
              Koninklijke
      Bunge B.V.

            	 
      	 
      	
              100%

            
	
              Bunge
      Argentina S.A.

            	 
      	 
      	
              100%

            
	
              Bunge
      S.A.

            	 
      	 
      	
              100%

            
	
              Bunge
      Fertilizantes International Limited

            	 
      	 
      	
              100%

            
	
              Bunge
      Alimentos S.A.

            	 
      	 
      	
              100%

            
	
              Bunge
      Fertilizantes S.A. (Brazil)

            	 
      	 
      	
              100%

            
	
              Ceval
      International Limited

            	 
      	 
      	
              100%

            
	
              Bunge
      Europe Finance B.V.

            	 
      	 
      	
              100%

            


    

    


     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        SIV-1

        
          

        

      

      
        
        

      

    

     

    Schedule
V

     

    Permitted
Liens

     

    
      	
              Subsidiary/Joint
      Ventures

            	
              Facility

            	
              Amount
      Outstanding

            	
              Description
      of Collateral

            
	
              Terminal
      6 and Terminal 6i

            	
              Bank
      (Bunge's share)

            	
              $3.8
      million

            	
              Shares
      of Terminal 6

            
	(unconsolidated
      joint ventures in Argentina)	Bank
      (Bunge's share)	$1.5
      million	Shares
      of Terminal 6
	
              Bunge
      Alimentos S.A.

            	
              Bank

            	
              $1.2
      million

            	
              Land,
      buildings and equipment

            
	 	BNDES	$9.0
      million	Land,
      buildings and equipment
	
              TGG
      (consolidated JV)

            	
              BNDES

            	
              $87.5
      million

            	
              Shares
      of TGG

            
	
              Fosfertil
      S.A.

            	
              Bank

            	
              $0.4
      million

            	
              Land
      and buildings

            
	
              Black
      Sea Industries Ukraine

            	
              EBRD
      Loan

            	
              $33.7
      million

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

            
	
              Bunge
      S.A.

            	
              Bank

            	
              $8.9
      million

            	
              Collateral
      under CSA

            
	
              Baria
      Joint Stock Co. of Services

            	
              Bank

            	
              $4.2
      million

            	
              Equipment

            


    

    


     

    


     

     

     

     

    
      
        
        

      

      
        SV-1

        
          

        

      

      
        
        

      

    

     

    Schedule
VI

     

    Material Contingent
Liabilities and Material Disposition or Acquisition of
Assets

     

    This
Schedule VI to the Guaranty hereby incorporates by reference all disclosures set
forth in (i) the Guarantor's Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, which was filed on March 2, 2009 and (ii) the
Guarantor's Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2009, which was filed on November 9, 2009.

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        SVI-1

        
          

        

      

      
        
        

      

    

     

    Schedule
VII

     

    Material
Litigation

     

    This
Schedule VII to the Guaranty hereby incorporates by reference all disclosure
related to legal proceedings set forth in (i) the Guarantor's Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, which was filed on March
2, 2009 and (ii) the Guarantor's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2009, which was filed on November 9,
2009.

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        SVII-1

        
          

        

      

      
        
        

      

    

     

    ANNEX A

     

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

     

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

     

    "Aggregate
Exposure Percentage":  as defined in Section 2.

     

    "Anti-Terrorism
Law":  means each of:

     

    
      	
              (a)

            	
              Executive
      Order No. 13224 of September 23, 2001 - Blocking Property and Prohibiting
      Transactions With Persons Who Commit, Threaten To Commit, or Support
      Terrorism (the "Executive Order");

            


    

    


    
      	
              (b)

            	
              the
      Uniting and Strengthening America by Providing Appropriate Tools Required
      to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56
      (commonly known as the USA Patriot
Act);

            


    

    


    
      	
              (c)

            	
              the
      Money Laundering Control Act of 1986, Public Law
  99-570;

            


    

    


    
      	
              (d)

            	
              the
      International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq, the
      Trading with the Enemy Act, 50 U.S.C. App. §§ 1 et seq, any Executive
      Order or regulation promulgated thereunder and administered by the Office
      of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury;
      and

            


    

    


    
      	
              (e)

            	
              any
      similar law enacted in the United States of America subsequent to the date
      of this Guaranty.

            


    

     

    "BFE":  as
defined in the preamble hereto.

     

    "BL":  Bunge
Limited, a company organized under the laws of Bermuda, and its successors and
permitted assigns.

     

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

     

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

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    "ERISA":  shall
mean the United States Employee Retirement Income Security Act of 1974, as
amended.

     

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

     

    "ERISA
Event":  (a) (i) the occurrence of a reportable event, within the
meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day
notice requirement with respect to such event has been waived by the PBGC or
(ii) the requirements of Section 4043(b) of ERISA apply with respect to a
contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and
an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c)
of ERISA is reasonably expected to occur with respect to such Plan within the
following 30 days; (b) the application for a minimum funding waiver with respect
to a Plan; (c) the provision by the administrator of any Plan of a notice of
intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA
(including any such notice with respect to a plan amendment referred to in
Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the
Guarantor or any ERISA Affiliate in the circumstances described in Section
4062(e) of ERISA; (e) the withdrawal by the Guarantor or any ERISA Affiliate
from a Multiple Employer Plan during a plan year for which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for
imposition of a lien under Section 302(f) of ERISA shall have been met with
respect to any Plan; (g) the adoption of an amendment to a Plan requiring the
provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the
institution by the PBGC of proceedings to terminate a Plan pursuant to Section
4042 of ERISA, or the occurrence of any event or condition described in Section
4042 of ERISA that constitutes grounds for the termination of, or the
appointment of a trustee to administer, such Plan.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    "Excluded
Lien":  as defined in Section 8.2(c).

     

    "Executive
Order":  as defined in the definition of Anti-Terrorism
Law.

     

    "Facility
Agreement":  as defined in the preamble hereto.

     

    "Foreign
Taxes":  as defined in Section 18(e).

     

    "Fortis
Roles":  as defined in Section 21.

     

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

     

    "Guarantor":  BL.

     

    "Guaranty":  as
defined in the preamble hereto.

     

    "Guaranty
Obligations":  as defined in Section 2.

     

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

     

    "Hedge
Agreements":  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.

     

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

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    property,
except trade accounts payable arising in the ordinary course of business, (d)
all obligations of such Person as lessee which are capitalized in accordance
with GAAP, (e) all obligations of such Person created or arising under any
conditional sales or other title retention agreement with respect to any
property acquired by such Person (including without limitation, obligations
under any such agreement which provides that the rights and remedies of the
seller or lender thereunder in the event of default are limited to repossession
or sale of such property), (f) all obligations of such Person with respect to
letters of credit and similar instruments, including without limitation
obligations under reimbursement agreements, (g) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has 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, and (h) all
guarantees by such Person of Indebtedness of others (other than guarantees of
obligations of direct or indirect Subsidiaries of such Person).

     

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

     

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

     

    "Judgment
Currency":  as defined in Section 18(f).

     

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

     

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

     

    "Loan
Purchase Date":  as defined in Annex X to the Pooling
Agreement.

     

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

     

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

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    "Notice
Address":

     

    
      	
              Agent:

            	 
      	
              FORTIS
      BANK (NEDERLAND) N.V.

              Syndicated
      Loans Agency

              Coolsingel
      93 3012 AE Rotterdam

              The
      Netherlands

              Attention: 
      Mark Meijer

              Tel.
      No.:  +31 10401 6047

              Telecopy
      No.:  +31 10401 5937

              Email: 
      mark.meijer@nl.fortis.com

            
	
              Guarantor:

            	 
      	
              BUNGE
      LIMITED

              50
      Main Street

              White
      Plains, New York 10606

              Attention: 
      Hunter Smith

              Tel.
      No:  (914) 684-3440

              Telecopy
      No.:  (914) 684-3283

            


    

    


     

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

     

    "OFAC": 
as defined in the definition of Anti-Terrorism Law.

     

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

     

    "Permitted
Lien":  as defined in Section 8.2(c).

     

    "Plan":  a
Single Employer Plan or a Multiple Employer Plan.

     

    "Pooling
Agreement":  the Fifth Amended and Restated Pooling Agreement, dated as of
June 28, 2004, among Bunge Funding, Inc., Bunge Management Services, Inc., as
servicer, and The Bank of New York, as trustee, and all amendments thereof and
supplements thereto.

     

    "Potential
Series 2003-1 Early Amortization Event":  an event which, with the
giving of notice or the lapse of time or both, would constitute a Series 2003-1
Early Amortization Event.

     

    "Property": 
as defined in Section 8.2(c).

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    "Purchased
Loan":  as defined in Annex X to the Pooling Agreement.

     

    "Rating
Agency":  either one of (a) Standard & Poor’s Ratings Services, a
Standard & Poor's Financial Services LLC business, or any successor thereto,
or (b) Moody’s Investors Service, Inc. or any successor thereto.

     

    "Restricted
Party" means any person listed:

     

    
      	
              (a)

            	
              in
      the Annex to the Executive Order;

            


    

     

    
      	
              (b)

            	
              on
      the "Specially Designated Nationals and Blocked Persons" list maintained
      by OFAC; or

            


    

     

    
      	
              (c)

            	
              in
      any successor list to either of the
foregoing.

            


    

     

    "Sale
Agreement":  the Second Amended and Restated Sale Agreement, dated as of
September 6, 2002, among the Sellers and Bunge Funding, Inc., as amended,
supplemented or otherwise modified from time to time in accordance with the
Transaction Documents.

     

    "Sellers": 
Bunge Finance Limited and Bunge Finance North America, Inc. and their respective
successors and permitted assigns and any additional Seller that becomes a party
to the Sale Agreement in accordance with the terms of the Transaction
Documents.

     

    "Series
2003-1 VFC":  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.

     

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

     

    "Transaction
Documents":  as defined in Annex X to the Pooling Agreement.

     

    "Trust": 
the Bunge Master Trust created by the Pooling Agreement.

     

    "Trust
Assets":  as defined in Annex X to the Pooling Agreement.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    "UCC": 
the Uniform Commercial Code, as amended, replaced or otherwise revised from time
to time, as in effect in any specified jurisdiction.

     

    "Withdrawal
Liability":  as defined in Part I of Subtitle E of Title IV of
ERISA.

     

     

     

     

     

     

     

     A-7