Exhibit 10.1




 





 


$645,000,000


 


REVOLVING CREDIT
AGREEMENT


 


among


 


BUNGE LIMITED FINANCE CORP.,


as Borrower,


 


 


The Several
Lenders from Time to Time Parties Hereto,


 


 


CITIBANK, N.A.,


as Syndication
Agent,


 


 


BNP PARIBAS,


CALYON NEW YORK BRANCH


and


COBANK, ACB,


as Documentation Agents,


 


and


 


 


JPMORGAN CHASE BANK, N.A.


as Administrative
Agent


 


 


Dated as of June 3,
2009




 





 


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


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Defined Terms

  	
  1

  
	
  1.2

  	
  Other
  Definitional Provisions

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  AMOUNT AND TERMS OF COMMITMENTS

  	
  19

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Commitments

  	
  19

  
	
  2.2

  	
  Procedure for
  Loan Borrowing

  	
  21

  
	
  2.3

  	
  Commitment Fees,
  etc

  	
  22

  
	
  2.4

  	
  Termination or
  Reduction of Commitments

  	
  22

  
	
  2.5

  	
  Prepayments

  	
  22

  
	
  2.6

  	
  Conversion and
  Continuation Options

  	
  23

  
	
  2.7

  	
  Limitations on
  Eurocurrency Borrowings

  	
  24

  
	
  2.8

  	
  Interest Rates
  and Payment Dates

  	
  24

  
	
  2.9

  	
  Computation of
  Interest and Fees

  	
  25

  
	
  2.10

  	
  Inability to
  Determine Interest Rate

  	
  25

  
	
  2.11

  	
  Pro Rata
  Treatment and Payments

  	
  26

  
	
  2.12

  	
  Requirements of
  Law

  	
  27

  
	
  2.13

  	
  Taxes

  	
  29

  
	
  2.14

  	
  Indemnity

  	
  30

  
	
  2.15

  	
  Change of
  Lending Office

  	
  31

  
	
  2.16

  	
  Illegality

  	
  31

  
	
  2.17

  	
  Replacement of
  Lenders

  	
  31

  
	
  2.18

  	
  Judgment
  Currency

  	
  32

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  32

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  No Change

  	
  33

  
	
  3.2

  	
  Existence;
  Compliance with Law

  	
  33

  
	
  3.3

  	
  Power;
  Authorization; Enforceable Obligations

  	
  33

  
	
  3.4

  	
  No Legal Bar

  	
  33

  
	
  3.5

  	
  Litigation

  	
  34

  
	
  3.6

  	
  No Default

  	
  34

  
	
  3.7

  	
  Ownership of
  Property; Liens

  	
  34

  
	
  3.8

  	
  Taxes

  	
  34

  
	
  3.9

  	
  Federal
  Regulations

  	
  34

  
	
  3.10

  	
  Investment
  Company Act; Other Regulations

  	
  34

  
	
  3.11

  	
  No Subsidiaries

  	
  34

  
	
  3.12

  	
  Use of Proceeds

  	
  34

  
	
  3.13

  	
  Solvency

  	
  34

  
	
  3.14

  	
  Limited Purpose

  	
  35

  
	
  3.15

  	
  Financial
  Condition

  	
  35

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  CONDITIONS PRECEDENT

  	
  35

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Conditions to Effectiveness

  	
  35

  
	
  4.2

  	
  Conditions to Each Loan

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  COVENANTS

  	
  37

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Affirmative Covenants

  	
  37

  
	
  5.2

  	
  Negative Covenants

  	
  40

  
	
  5.3

  	
  Use of Websites

  	
  43

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  EVENTS OF DEFAULT

  	
  43

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  THE AGENTS

  	
  46

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Appointment

  	
  46

  
	
  7.2

  	
  Delegation of Duties

  	
  47

  
	
  7.3

  	
  Exculpatory Provisions

  	
  47

  
	
  7.4

  	
  Reliance by Administrative Agent

  	
  47

  
	
  7.5

  	
  Notice of Default

  	
  47

  
	
  7.6

  	
  Non-Reliance on Agents and Other Lenders

  	
  48

  
	
  7.7

  	
  Indemnification

  	
  48

  
	
  7.8

  	
  Agent in Its Individual Capacity

  	
  49

  
	
  7.9

  	
  Successor Administrative Agent

  	
  49

  
	
  7.10

  	
  Syndication Agent and Documentation Agent

  	
  49

  
	
  7.11

  	
  Agent Communications

  	
  49

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  MISCELLANEOUS

  	
  50

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Amendments and Waivers

  	
  50

  
	
  8.2

  	
  Notices

  	
  51

  
	
  8.3

  	
  No Waiver; Cumulative Remedies

  	
  52

  
	
  8.4

  	
  Survival of Representations and Warranties

  	
  52

  
	
  8.5

  	
  Payment of Expenses and Taxes

  	
  52

  
	
  8.6

  	
  Successors and Assigns; Participations and Assignments

  	
  53

  
	
  8.7

  	
  Adjustments; Set-off

  	
  56

  
	
  8.8

  	
  Counterparts

  	
  56

  
	
  8.9

  	
  Severability

  	
  56

  
	
  8.10

  	
  Integration

  	
  57

  
	
  8.11

  	
  Governing Law

  	
  57

  
	
  8.12

  	
  Submission To Jurisdiction; Waivers

  	
  57

  
	
  8.13

  	
  Acknowledgements

  	
  57

  
	
  8.14

  	
  Confidentiality

  	
  58

  
	
  8.15

  	
  WAIVERS OF JURY TRIAL

  	
  58

  
	
  8.16

  	
  No Bankruptcy Petition Against the Borrower; Liability of the
  Borrower

  	
  59

  
	
  8.17

  	
  Conversion of Approved Currencies into Dollars

  	
  59

  
	
  8.18

  	
  U.S.A. Patriot Act

  	
  59

  



 


ii

















 


	
  SCHEDULES:

  
	
   

  	
   

  
	
  1.1

  	
  Commitments

  
	
  1.1A

  	
  Mandatory Cost Formula

  
	
  3.3

  	
  Consents,
  Authorizations, Filings and Notices

  
	
   

  	
   

  
	
  EXHIBITS:

  
	
   

  	
   

  
	
  A

  	
  Form of Guaranty Agreement

  
	
  B-1

  	
  Form of Borrower Responsible Officer’s Certificate

  
	
  B-2

  	
  Form of Borrower Secretary Certificate

  
	
  B-3

  	
  Form of Guarantor Responsible Officer’s Certificate

  
	
  B-4

  	
  Form of Guarantor Secretary Certificate

  
	
  C

  	
  Form of Assignment and Acceptance

  
	
  D-1

  	
  Form of Legal Opinion of Reed Smith LLP

  
	
  D-2

  	
  Form of Legal Opinion of Conyers Dill & Pearman

  
	
  E

  	
  Form of Exemption Certificate

  
	
  F

  	
  Form of Commitment Increase Supplement

  
	
  G

  	
  Form of Additional Lender Supplement

  



 


iii

















 


REVOLVING CREDIT
AGREEMENT (as amended, supplemented or otherwise modified in accordance with
the terms hereof and in effect from time to time, this “Agreement”),
dated as of June 3, 2009, among BUNGE LIMITED FINANCE CORP., a Delaware
corporation (the “Borrower”), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the “Lenders”),
CITIBANK, N.A., as syndication agent (the “Syndication Agent”), BNP
PARIBAS, CALYON NEW YORK BRANCH and COBANK, ACB, each as a documentation agent,
(each, a “Documentation Agent” and collectively, the “Documentation
Agents”) and JPMORGAN CHASE BANK, N.A., as administrative agent.


 


The parties hereto hereby agree as follows:


 


SECTION 1.   DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


“Agreement”:  as defined in the preamble hereto.


 


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


 


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


 


	
  Rating

  	
   

  	
  Percentage of the CDX Index

  	
   

  	
  Applicable Floor Rate

  	
   

  
	
  Level I

  	
   

  	
  85

  	
  %

  	
  2.00

  	
  %

  
	
  Level II

  	
   

  	
  100

  	
  %

  	
  2.50

  	
  %

  
	
  Level III

  	
   

  	
  125

  	
  %

  	
  3.00

  	
  %

  
	
  Level IV

  	
   

  	
  150

  	
  %

  	
  3.75

  	
  %

  
	
  Level V

  	
   

  	
  175

  	
  %

  	
  4.50

  	
  %

  



 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Base Currency”:  Dollars.


 


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


 


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


 


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


 


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


 


“Borrower”:  as defined in the preamble hereto.


 


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


 


“Borrower
Permitted Lien”:  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 and reserves to the
extent required by GAAP with respect thereto have been provided on the books of
the Borrower.


 


3
















 


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


 


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


 


“Borrowing Time”:  as defined in Section 2.2.


 


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


 


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


 


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


 


“CDX Index”:  the rate per annum determined by the
Administrative Agent (i) with respect to any Eurocurrency Loan, three (3) Business
Days prior to the commencement of each Interest Period applicable to such
Eurocurrency Loan, and thereafter, in the case of any Eurocurrency Loan having
an Interest Period greater than three (3) months, at the end of each
successive three (3) month period during such Interest Period, and (ii) with
respect to any ABR Loan, on the Closing Date and on the last Business Day of
each calendar quarter, in each case by reference to the closing Markit
CDX.NA.IG Series 12 or any successor series (5 year period) for such day; provided
that, to the extent the Administrative Agent determines that a rate is not
ascertainable pursuant to the foregoing provisions of this definition, the “CDX
Index” on any date of determination shall be the rate most recently determined
by the Administrative Agent unless and until the Borrower and each of the
Lenders agree on an alternative method of calculating the Applicable Margin.


 


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


 


(1)                                  the Guarantor becomes aware (by way of a
report or any other filing pursuant to Section 13(d) of the Exchange
Act, proxy, vote, written notice or otherwise) of the acquisition by any Person
or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act, or any successor provision), including any group acting for
the purpose of acquiring, holding or disposing of securities (within the
meaning of Rule 13d-5(b)(1) under the 


 


4

















 


Exchange Act), in a
single transaction or in a related series of transactions, by way of merger,
consolidation or other business combination, of 50% or more of the total voting
power of the Voting Stock of the Guarantor then outstanding;


 


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


 


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


 


“Closing Date”:  the date on which the conditions precedent
set forth in Section 4.1 shall have been satisfied, which date is June 3,
2009.


 


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


 


“Commitment”:  as to any Lender, the obligation of such
Lender to make Loans in an aggregate Dollar Equivalent principal amount not to
exceed the amount set forth in the Base Currency under the heading “Commitment”
opposite such Lender’s name on Schedule 1.1 or in the Assignment and
Acceptance pursuant to which such Lender became a party hereto, as the same may
be increased or reduced from time to time pursuant to the terms hereof.  The original amount of the Total Commitments
is $645,000,000.


 


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


 


	
  Rating

  	
   

  	
  Commitment Fee Rate

  	
   

  
	
  Level I

  	
   

  	
  0.375

  	
  %

  
	
  Level II

  	
   

  	
  0.50

  	
  %

  
	
  Level III

  	
   

  	
  0.625

  	
  %

  
	
  Level IV

  	
   

  	
  0.75

  	
  %

  
	
  Level V

  	
   

  	
  1.00

  	
  %

  



 


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


 


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


 


“Conduit Lender”:  any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required
to be made by such Lender and designated by such Lender in a written
instrument; provided, that the designation by any Lender of a Conduit
Lender shall not relieve the designating Lender of any of its obligations to
fund a Loan under this Agreement if, for any reason, its Conduit Lender fails
to fund any such Loan, and the designating Lender (and not the Conduit Lender)
shall have the sole right and 


 


5

















 


responsibility
to deliver all consents and waivers required or requested under this Agreement
with respect to its Conduit Lender, and provided, further, that
no Conduit Lender shall (a) be entitled to receive any greater amount
pursuant to Section 2.12, 2.13, 2.14 or 8.5 than the designating Lender
would have been entitled to receive in respect of the extensions of credit made
by such Conduit Lender or (b) be deemed to have any Commitment.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Delinquent
Loan”:  any Purchased Loan (a) with
respect to which the related Obligor or the Guarantor has failed to make any
payment due and owing (whether at the stated 


 


6

















 


maturity,
by acceleration or otherwise) for a period of at least one (1) day but not
greater than seven (7) days or (b) as to which an Insolvency Event
has occurred with respect to the related Obligor.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“ERISA Event”:  (a) (i) the
occurrence of a reportable event, within the meaning of Section 4043 of
ERISA, with respect to any Plan unless the 30-day notice requirement with
respect to such event has been waived by the PBGC or (ii) the requirements
of Section 4043(b) of ERISA apply with respect to a contributing
sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an
event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of
ERISA is reasonably expected to occur with respect to such Plan within the
following 30 days; (b) any failure by any Plan to satisfy the minimum
funding standards (within the meaning of Section 412 of the Code or Section 302
of ERISA) applicable to such Plan, whether 


 


7

















 


or not waived, the filing of an application for a minimum
funding waiver with respect to a Plan, or the failure to make by its due date a
required installment under Section 412(m) of the Code with respect to
any Plan or the failure by the Borrower or any of its ERISA Affiliates to make
any required contribution to a Multiemployer Plan; (c) the provision by
the administrator of any Plan of a notice of intent to terminate such Plan,
pursuant to Section 4041(a)(2) of ERISA (including any such notice
with respect to a plan amendment referred to in Section 4041(e) of
ERISA); (d) the cessation of operations at a facility of the Borrower or any
of its ERISA Affiliates in the circumstances described in Section 4062(e) of
ERISA; (e) the withdrawal by the Borrower or any of its ERISA Affiliates
from a Multiple Employer Plan during a plan year for which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA; (f) the
conditions for imposition of a lien under Section 302(f) of ERISA
shall have been met with respect to any Plan; (g) the adoption of an
amendment to a Plan requiring the provision of security to such Plan pursuant
to Section 307 of ERISA; (h) the institution by the PBGC of
proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
occurrence of any event or condition described in Section 4042 of ERISA
that constitutes grounds for the termination of, or the appointment of a
trustee to administer, such Plan; (i) a determination that any Plan is, or
is expected to be, in “at risk” status, within the meaning of Section 430
of the Code; or (j) the receipt by the Borrower or any of its ERISA
Affiliates of a determination that a Multiemployer Plan is in endangered or
critical status, within the meaning of Section 432 of the Code or Section 305
of ERISA.


 


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


 


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


 


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


 


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


 


“Existing
Credit Facilities”:  (i) the
revolving credit facility provided to the Borrower pursuant to that certain
Revolving Credit Agreement, dated as of November 18, 2008, among the
Borrower, Citibank, N.A., as syndication agent, BNP Paribas, as documentation
agent, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders
party thereto and (ii) the revolving credit facility provided to the
Borrower pursuant to that certain Third Amended and Restated Revolving Credit
Agreement, dated as of November 15, 2005, among the Borrower, Citibank,
N.A., as syndication agent, BNP Paribas, Credit Suisse and Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York
Branch, as documentation agents, JPMorgan Chase Bank, N.A., as administrative
agent, and the lenders party thereto.


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


guaranteeing
person’s maximum reasonably anticipated liability in respect thereof as
determined by the Borrower in good faith.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Interest
Period”:  as to any Eurocurrency
Loan, (a) initially, the period commencing on the borrowing or conversion
date, as the case may be, with respect to such Eurocurrency Loan, and ending
one, two, three, four, five or six months thereafter, as selected by the
Borrower in its notice of borrowing or notice of conversion, as the case may
be, given with respect thereto; and (b) thereafter, each period commencing
on the last day of the immediately preceding Interest Period applicable to such
Eurocurrency Loan, and ending one, two, three or 


 


10

















 


six
months thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not later than (x) with respect to a Eurocurrency
Loan denominated in the Base Currency, 10:00 A.M., New York City time, on
the date that is three (3) Business Days prior to the last day of the then
current Interest Period with respect thereto and (y) with respect to a
Eurocurrency Loan denominated in the Optional Currency, 10:00 A.M., New
York City time, on the date that is four (4) Business Days prior to the
last day of the then current Interest Period with respect thereto; provided
that, all of the foregoing provisions relating to Interest Periods are subject
to the following:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


	
   

  	
   

  	
  S&P

  	
   

  	
  Moody’s

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level I

  	
   

  	
  BBB+ or higher

  	
   

  	
  Baa1 or higher

  	
   

  
	
  Level II

  	
   

  	
  BBB

  	
   

  	
  Baa2

  	
   

  
	
  Level III

  	
   

  	
  BBB-

  	
   

  	
  Baa3

  	
   

  
	
  Level IV

  	
   

  	
  BB+

  	
   

  	
  Ba1

  	
   

  
	
  Level V

  	
   

  	
  BB or lower

  	
   

  	
  Ba2 or lower

  	
   

  



 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


13

















 


reimbursement obligations, fees, indemnities, costs,
expenses (including all fees, charges and disbursements of counsel to the
Administrative Agent or to any Lender that are required to be paid by the
Borrower pursuant hereto) or otherwise.


 


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


 


“Optional
Currency”:  Euro.


 


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


 


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


 


“Pari
Passu Indebtedness”:  the Dollar
Equivalent of (i) Indebtedness for borrowed money, the proceeds of which
are used to either increase the Series 2002-1 Invested Amount, refinance
Indebtedness originally used for such purpose and/or pay expenses incurred in
connection with this Agreement or any such other Indebtedness, and (ii) indebtedness
incurred in connection with Hedge Agreements entered into in connection with the
Commitments hereunder and any Pari Passu Indebtedness described in clause (i) above,
in each case which ranks not greater than pari  passu (in priority
of payment) with the Loans.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“S&P”: 
Standard & Poor’s Ratings Services, a Standard & Poor’s
Financial Services LLC business, or any successor thereto.


 


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


 


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


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


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


 


“Sterling”:  the lawful currency of the United Kingdom of
Great Britain and Northern Ireland.


 


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


 


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


 


“Termination
Date”:  June 2, 2010.


 


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


 


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


 


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


 


“Transferee”:  any Assignee or Participant.


 


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


 


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


 


“United
States”:  the United States of
America.


 


17

















 


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


 


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


 


“Yen”:  the lawful currency of Japan.


 


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


 


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


 


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


 


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


 


(e)  For purposes of calculating
the Dollar Equivalent of (i) any Loan or Borrowing denominated in the
Optional Currency outstanding at any time during any period, (ii) any Loan
denominated in the Optional Currency at the time of the making of such Loan
pursuant to Section 2.1 and (iii) any other amount denominated in a
Master Trust Approved Currency, the Administrative Agent will at least once
during each calendar month and on or prior to the date of any borrowing and the
last day of any Interest Period and at such other times as it in its sole
discretion decides to do so or as otherwise directed by the Required Lenders,
determine the respective rate of exchange 


 


18

















 


into Dollars of the Optional Currency or such other Master
Trust Approved Currency (which rate of exchange shall be based upon the Rate of
Exchange in effect on the date of such determination).  Such rate of exchange so determined on each
such determination date shall, for purposes of the calculations described in
the preceding sentence, be deemed to remain unchanged and in effect until the
next such determination date.


 


(f)  Notwithstanding any other
provision contained herein or in the other Loan Documents, all terms of an
accounting or financial nature used herein and in the other Loan Documents shall
be construed, and all computations of amounts and ratios referred to herein and
in the other Loan Documents shall be made, 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 the Borrower, the Guarantor or any of
their Subsidiaries at “fair value”, as defined therein.


 


SECTION 2.   AMOUNT
AND TERMS OF COMMITMENTS


 


2.1           Commitments.


 


(a)  Subject to the terms and
conditions hereof, each Lender severally agrees to make revolving credit loans
in either the Base Currency or, solely with respect to Eurocurrency Loans, the
Optional Currency to the Borrower from time to time during the Commitment
Period in an aggregate Dollar Equivalent principal amount at any one time
outstanding which does not exceed the amount of such Lender’s Commitment.  The Borrower shall not request and no Lender
shall be required to make any Loan if, after making such Loan, the Total Loans
would exceed the Total Commitments then in effect.  During the Commitment Period the Borrower may
use the Commitments by borrowing, prepaying the Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.  Subject to Section 2.10, each Loan shall
be either an ABR Loan or a Eurocurrency Loan, as determined by the Borrower and
notified to the Administrative Agent in accordance with Sections 2.2 and
2.6.  The Borrower shall repay all outstanding
Loans not later than the Termination Date.


 


(b)  (i)     Notwithstanding anything to the contrary contained in this
Agreement, the Borrower may request from time to time that the aggregate
Commitments hereunder be increased by an amount not to exceed $2,500,000.  The Borrower may (I) request one or more
of the Lenders to increase the amount of its Commitment (which request shall be
in writing and sent to the Administrative Agent to forward to such Lender or
Lenders) and/or (II) arrange for one or more banks or financial
institutions not a party hereto (an “Other Lender”) to become parties to
and Lenders under this Agreement, provided that the identification and
arrangement of each Other Lender to become a party hereto and a Lender under
this Agreement shall be made in consultation with the Administrative
Agent.  In no event may any Lender’s
Commitment be increased without the prior written consent of such Lender, and
the failure of any Lender to respond to the Borrower’s request for an increase
shall be deemed a rejection by such Lender of the Borrower’s request.  The aggregate Commitments of all Lenders
hereunder may not be increased if, at the time of any proposed increase
hereunder, a Default or Event of 


 


19

















 


Default has occurred and is continuing.  Notwithstanding anything contained in this
Agreement to the contrary, no Lender shall have any obligation whatsoever to
increase the amount of its Commitment, and each Lender may at its option,
unconditionally and without cause, decline to increase its Commitment.


 


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


 


(iii)  In no event shall
an increase in a Lender’s Commitment or the Commitment of an Other Lender
become effective until the Administrative Agent shall have received favorable
written opinions of counsel for each of the Borrower and the Guarantor,
addressed to the Lenders, substantially in the form of Exhibit D-1 and Exhibit D-2,
as they relate to this Agreement and the borrowings hereunder after giving
effect to the increase in the aggregate Commitments hereunder resulting from
the increase in such Lender’s Commitment or the extension of a Commitment by
such Other Lender.  In no event shall an
increase in a Lender’s Commitment or the Commitment of an Other Lender become
effective until the Administrative Agent shall have received an acknowledgement
and consent from the Guarantor that the Guaranty Agreement remains valid and
enforceable.  In no event shall an
increase in a Lender’s Commitment or the Commitment of an Other Lender which
results in the aggregate Commitments of all Lenders hereunder exceeding the
amount which is authorized at such time in 


 


20

















 


resolutions previously delivered to the
Administrative Agent become effective until the Administrative Agent shall have
received a copy of the resolutions, in form and substance satisfactory to the
Administrative Agent, of the Board of Directors of the Guarantor authorizing
the borrowings by the Borrower contemplated pursuant to such increase, certified
by the Secretary or an Assistant Secretary of the Guarantor.  Upon the effectiveness of the increase in a
Lender’s Commitment or the Commitment of an Other Lender pursuant to the
preceding sentence and execution by an Increasing Lender of a Commitment
Increase Supplement or by an Additional Lender of an Additional Lender
Supplement, the Borrower shall make such borrowing from such Increasing Lender
or Additional Lender, and/or shall make such prepayment of outstanding Loans,
as shall be required to cause the aggregate outstanding Dollar Equivalent
principal amount of Loans owing to each Lender (including each such Increasing
Lender and Additional Lender) to be proportional to such Lender’s share of the
aggregate Commitments hereunder after giving effect to any increase
thereof.  The Borrower agrees to
indemnify each Lender and to hold each Lender harmless from any loss or expense
incurred as a result of any such prepayment in accordance with Section 2.14,
as applicable.


 


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


 


2.2           Procedure
for Loan Borrowing.  The Borrower may
borrow under the Commitments during the Commitment Period on any Business Day,
provided that the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by (a) the Administrative Agent
prior to 10:00 A.M., New York City time, three (3) Business Days
prior to the requested Borrowing Date, in the case of Eurocurrency Loans
denominated in the Base Currency, (b) the Administrative Agent (London
Office) prior to 10:00 A.M., London time, four (4) Business Days
prior to the requested Borrowing Date, in the case of Eurocurrency Loans
denominated in the Optional Currency, or (c) the Administrative Agent
prior to 10:00 A.M., New York City time, on the requested Borrowing Date,
in the case of ABR Loans), specifying (i) the amount and Type of Loans to
be borrowed, (ii) whether such Loans are to be denominated in the 


 


21

















 


Base Currency or in the Optional Currency, (iii) the requested
Borrowing Date and (iv) in the case of Eurocurrency Loans, the length of
the initial Interest Period therefor. 
Each borrowing under the Commitments shall be in an amount equal to (x) in
the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then
aggregate Available Commitments are less than $1,000,000, such lesser amount), (y) in
the case of Eurocurrency Loans denominated in the Base Currency, $5,000,000 or
a whole multiple of $1,000,000 in excess thereof and (z) in the case of
Eurocurrency Loans denominated in the Optional Currency, EUR 5,000,000 or a
whole multiple of EUR 1,000,000 in excess thereof.  Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Lender
thereof.  Each Lender will make the
amount of its pro rata share of each borrowing available to the Administrative
Agent for the account of the Borrower at the Funding Office prior to 2:00 P.M.,
New York City time (the “Borrowing Time”), on the Borrowing Date
requested by the Borrower, in each case in funds immediately available in Euros
or Dollars, as the case may be, to the Administrative Agent.  Such borrowing will then be made available at
2:00 P.M., New York City time on the Borrowing Date to the Borrower by the
Administrative Agent crediting the account of the Borrower on the books of such
office with the aggregate of the amounts made available to the Administrative
Agent by the Lenders and in like funds as received by the Administrative
Agent.  Should any such borrowing notice
from the Borrower indicate an account on the books of another bank or financial
institution, the Administrative Agent shall transfer the amounts described in
such borrowing notice to such account within a reasonable period of time.


 


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


 


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


 


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


 


2.5           Prepayments.  (a)  
The Borrower may at any time and from time to time prepay the Loans, in
whole or in part, without premium or penalty, upon irrevocable notice delivered
to the Administrative Agent no later than (i) 10:00 A.M., New York
City time, three (3) Business Days prior thereto, in the case of
Eurocurrency Loans denominated in the Base 


 


22

















 


Currency, (ii) 10:00 A.M., New York City time, four (4) Business
Days prior thereto, in the case of Eurocurrency Loans denominated in the
Optional Currency and (iii) 10:00 A.M., New York City time, on the
date thereof, in the case of ABR Loans, which notice shall specify the date and
amount of prepayment and whether the prepayment is of Eurocurrency Loans
denominated in the Base Currency or Optional Currency or ABR Loans; provided,
that if a Eurocurrency Loan is prepaid on any day other than the last day of
the Interest Period applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 2.14. 
Upon receipt of any such notice the Administrative Agent shall promptly
notify each relevant Lender thereof.  If
any such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with accrued interest to such
date on the amount prepaid.  Partial
prepayments of Loans shall be in an aggregate principal amount of $1,000,000
(with respect to ABR Loans and Eurocurrency Loans denominated in the Base
Currency) or EUR 1,000,000 (with respect to Eurocurrency Loans denominated in
the Optional Currency) or a whole multiple thereof.


 


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


 


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


 


2.6           Conversion
and Continuation Options.  (a)   The Borrower may elect from time to time to
convert Eurocurrency Loans denominated in the Base Currency to ABR Loans by
giving the Administrative Agent prior irrevocable notice of such election no
later than 10:00 A.M., New York City time, on the Business Day preceding
the proposed conversion date, provided that any such conversion of Eurocurrency
Loans may only be made on the last day of an Interest Period with respect
thereto.  The Borrower may elect from
time to time to convert ABR Loans to Eurocurrency Loans denominated in the Base
Currency by giving the Administrative Agent prior irrevocable notice of such
election no later than 10:00 A.M., New York City time, on the fourth (4th)
Business Day preceding the proposed conversion date (which notice shall specify
the length of the initial Interest Period therefor), provided that no ABR Loan
may be converted into a Eurocurrency Loan when any Event of Default has
occurred and is continuing and the Administrative Agent or the Required Lenders
have determined in its or their sole discretion not to permit such
conversions.  Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant Lender
thereof.


 


23
















 


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


 


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


 


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


 


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


 


(c)  During the continuance of
an Event of Default all outstanding Loans (whether or not overdue) shall bear
interest at a rate per annum equal to the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this Section plus
2%.  If all or a portion of any interest
payable on any Loan or any commitment fee or other amount payable hereunder
(other than any amount to which the preceding sentence is applicable) shall not
be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal
to the rate then applicable to ABR Loans plus 2% from the date of such
non-payment until such amount is paid in full (as well after as before
judgment).


 


24

















 


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


 


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


 


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


 


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


 


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


 


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


 


the Administrative Agent shall give telecopy or telephonic notice
thereof to the Borrower and the relevant Lenders as soon as practicable
thereafter.  If such notice is given (x) any
Eurocurrency Loans requested to be made on the first day of such Interest
Period shall be made as ABR Loans (if such Borrowing is requested to be made in
the Base Currency) or shall be made as a Eurocurrency Loan bearing interest at
such rate as the Administrative Agent determines adequately reflects the costs
to the Lenders of making or maintaining such Borrowing (if such Borrowing is
requested to be made in the Optional Currency), (y) any Loans that were to
have been converted on the first day of such Interest Period to Eurocurrency
Loans shall be continued as ABR Loans (if such Loans are denominated in the Base
Currency) or as Loans bearing interest at such rate as the Administrative Agent
determines adequately reflects the costs to the Lenders 


 


25

















 


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


 


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


 


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


 


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


 


(d)  Unless the Administrative
Agent shall have been notified in writing by any Lender prior to the Borrowing
Time on a Borrowing Date that such Lender will not make 


 


26

















 


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


 


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


 


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


 


(i)  shall subject any
Lender to any tax of any kind whatsoever with respect to this Agreement, or any
Eurocurrency Loan made by it, or change the basis of taxation of payments to
such Lender in respect thereof (except for Non-Excluded Taxes 


 


27

















 


covered by Section 2.13 and changes in
the rate of tax on the overall net income of such Lender);


 


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


 


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


 


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


 


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


 


(c)  A certificate as to any
additional amounts payable pursuant to this Section submitted by any
Lender to the Borrower (with a copy to the Administrative Agent) shall be
conclusive in the absence of manifest error. 
The obligations of the Borrower pursuant to this Section shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.


 


28

















 


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


 


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


 


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


 


(d)  Each Lender (or Transferee)
that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code
(a “Non-U.S. Lender”) shall deliver to the Borrower and the
Administrative Agent (or, in the case of a Participant, to the Lender from
which the related participation shall have been purchased) two copies of either
U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the
case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax
under Section 871(h) or 881(c) of the Code with respect to
payments of “portfolio interest”, a statement substantially in the form of Exhibit E
and a Form W-8BEN, or any subsequent versions thereof or successors 


 


29

















 


thereto, properly completed and duly executed by such
Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S.
federal withholding tax on all payments by the Borrower under this Agreement
and the other Loan Documents.  Such forms
shall be delivered by each Non-U.S. Lender on or before the date it becomes a
party to this Agreement (or, in the case of any Participant, on or before the
date such Participant purchases the related participation).  In addition, each Non-U.S. Lender shall deliver
such forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Lender.  Each
Non-U.S. Lender shall promptly notify the Borrower at any time it determines
that it is no longer in a position to provide any previously delivered
certificate to the Borrower (or any other form of certification adopted by the
U.S. taxing authorities for such purpose). 
Notwithstanding any other provision of this paragraph, a Non-U.S. Lender
shall not be required to deliver any form pursuant to this paragraph that such
Non-U.S. Lender is not legally able to deliver.


 


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


 


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


 


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


 


30

















 


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


 


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


 


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


 


2.17         Replacement
of Lenders.  (a)   The Borrower shall be permitted to replace
any Lender that requests reimbursement for amounts owing pursuant to Section 2.12
or 2.13(a) with a replacement financial institution; provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event
of Default shall have occurred and be continuing at the time of such
replacement, (iii) prior to any such replacement, such Lender shall have
taken no action under Section 2.15 so as to eliminate the continued need
for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the
replacement financial institution shall purchase, at par, in immediately
available funds, all Loans and other amounts owing to such replaced Lender on
or prior to the date of replacement, (v) the Borrower shall be liable to
such replaced Lender under Section 2.14 if any Eurocurrency Loan owing to
such replaced Lender shall be purchased other than on the last day of the
Interest Period relating thereto, (vi) the replacement financial
institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Lender shall be obligated to make
such replacement in accordance with the provisions of Section 8.6
(provided that the Borrower shall be obligated to pay the registration 


 


31

















 


and processing fee referred to therein) and (viii) the Borrower
shall remain liable to such replaced Lender for all additional amounts (if any)
required pursuant to Section 2.12 or 2.13(a), as the case may be.


 


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


 


2.18         Judgment
Currency


 


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


 


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


 


SECTION 3.   REPRESENTATIONS
AND WARRANTIES


 


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


 


32

















 


3.1           No
Change.  Since December 31,
2008, there has been no development or event that has had or could reasonably
be expected to have a Material Adverse Effect.


 


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


 


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


 


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


 


33
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


34

















 


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


 


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


 


SECTION 4.   CONDITIONS
PRECEDENT


 


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


 


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


 


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


 


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


 


(d)   Closing
Certificates; Good Standing Certificates. 
The Administrative Agent shall have received (i) a Responsible
Officer’s certificate of the Borrower, dated the Closing Date, substantially in
the form of Exhibit B-1 and a secretary’s certificate of the Borrower,
dated the Closing Date, substantially in the form of Exhibit B-2, with
appropriate insertions and attachments satisfactory in form and substance to
the Administrative Agent, including (A) the certificate of incorporation
of the Borrower, 


 


35

















 


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


 


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


 


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


 


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


 


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


 


(f)    Representations
and Warranties.  Each of the
representations and warranties made by any Loan Party in or pursuant to the
Loan Documents shall be true and correct in all material respects on and as of
such date; provided that, the representations and warranties made in
Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.9, 3.13, 3.14 and 3.15 shall be true
and correct in all respects as of such date.


 


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


 


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


 


(i)    Guarantor
Financials.  The Administrative Agent
shall have received (i) audited consolidated financial statements of the
Guarantor for its fiscal year ended December 31, 2008, and (ii) unaudited
consolidated financial statements for its fiscal quarter ended March 31,
2009.


 


36

















 


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


 


(k)   Notice
of Termination of Existing Credit Facilities.  The Administrative Agent shall have received
written notice from the Borrower to terminate the Existing Credit Facilities in
accordance with their respective terms.


 


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


 


(a)     Representations and Warranties.  Each of the representations and warranties
made by any Loan Party in or pursuant to the Loan Documents shall be true and
correct in all material respects on and as of such date as if made on and as of
such date (unless any representations and warranties expressly relate to an
earlier date, in which case they shall have been true and correct in all
material respects as of such earlier date); provided that, the
representations and warranties made in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6,
3.9, 3.13, 3.14 and 3.15 shall be true and correct in all respects on and as of
such date as if made on and as of such date.


 


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


 


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


 


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


 


SECTION 5.   COVENANTS


 


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


 


5.1           Affirmative
Covenants.  The Borrower shall:


 


(a)  Provide
the Administrative Agent all information that the Administrative Agent may
reasonably request in writing concerning the business of the Borrower within a
reasonable period of time considering the nature of the request; provided
that with respect to any information relating to an annual audited report, the
same may be delivered 


 


37

















 


within one hundred and twenty (120)
calendar days after the end of the Borrower’s fiscal year.


 


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


 


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


 


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


 


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


 


(f)  Beginning
with the fiscal year commencing in 2009, furnish to the Administrative Agent in
sufficient number for each Lender as soon as available, but in any event within
one hundred and twenty (120) days after the end of each fiscal year of the
Borrower, audited financial statements consisting of the balance sheet of the
Borrower as of the end of such year and the related statements of income and
retained earnings and statements of cash flow for such year, setting forth in
each case in comparative form the corresponding figures for the previous fiscal
year, certified by independent certified public accountants satisfactory to the
Administrative Agent to the effect that such financial statements fairly
present in all material respects the financial condition and results of
operations of the Borrower in accordance with GAAP consistently applied.


 


(g)  Beginning with the fiscal
year commencing in 2009, furnish to the Administrative Agent as soon as
available but in any event within sixty (60) days after the end of each of the
first three quarters for each fiscal year of the Borrower, unaudited financial
statements consisting of a balance sheet of the Borrower as at the end of such
quarter and a statement of income and retained earnings and of cash flow for
such quarter, setting forth (in the case of financial statements furnished for
calendar quarters subsequent to the first full calendar year of the Borrower)
in comparative form the corresponding figures for the corresponding quarter of
the preceding fiscal year.


 


(h)  Furnish,
or cause to be furnished, to the Administrative Agent together with the
financial statements required pursuant to clause (f) and clause (g) a
certificate of a 


 


38

















 


Responsible Officer of the Borrower stating
(i) that the attached financial statements have been prepared in
accordance with GAAP and accurately reflect the financial condition of the
Borrower, (ii) that the Borrower is in compliance with Section 5.1(j) and
(iii) all information and calculations necessary for determining
compliance by the Borrower with Section 5.2(a) as of the last day of
the fiscal quarter or fiscal year of the Borrower, as the case may be.


 


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


 


(j)  (i) Either (1) use the
proceeds from the Loans hereunder to make advances under the Series 2002-1
VFC, (2) use the proceeds from the Loans hereunder to repay Permitted
Indebtedness outstanding from time to time or (3) use the proceeds from
the Loans hereunder to pay expenses incurred in connection with this Agreement
and any Pari Passu Indebtedness; provided, that in any event the
Borrower shall, to the extent necessary, first use the proceeds from the
initial Loan under this Agreement to repay the principal of, and accrued
interest on, all outstanding loans under the Existing Credit Facilities; and (ii) either
(1) use the proceeds from any Pari Passu Indebtedness to make advances
under the Series 2002-1 VFC, (2) use the proceeds from any Pari Passu
Indebtedness to repay Permitted Indebtedness outstanding from time to time or (3) use
the proceeds from any Pari Passu Indebtedness to pay expenses incurred in
connection with this Agreement and any such Pari Passu Indebtedness.


 


(k)  Provide
notice to the Administrative Agent:


 


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


 


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


 


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


 


39

















 


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


 


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


 


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


 


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


 


5.2           Negative
Covenants.  The Borrower will not:


 


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


 


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


 


(ii)  the aggregate
Dollar Equivalent amount of any Master Trust Approved Currencies (including any
net receipts from Hedge Agreements, but excluding any Hedge Termination Amounts
received by the Borrower) on deposit in any Borrower 


 


40

















 


Account or the Series 2002-1 Collection Subaccount (or any
sub-subaccount thereof), that are unconditionally available to repay the
aggregate amount of the Indebtedness and interest accrued thereon described in
the foregoing clauses (i)(A) and (B) of this Section 5.2(a) (or
with respect to the Series 2002-1 Collection Subaccount (or any
sub-subaccount thereof), unconditionally available to repay the principal and
accrued interest on the Series 2002-1 VFC Certificate which Master Trust
Approved Currency amounts are in turn unconditionally available to make such
payments on the principal of and accrued interest on the Total Loans and other
Pari Passu Indebtedness described in the foregoing clauses (i)(A) and (B) of
this Section 5.2(a)).


 


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


 


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


 


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


 


(e)  Enter
into any merger, consolidation, joint venture, syndicate or other form of
combination with any Person, or sell, lease or transfer or otherwise dispose of
any of its assets or receivables or purchase any asset, or engage in any
transaction which would result in the Borrower ceasing to be, directly or
indirectly, a wholly-owned Subsidiary of Guarantor.


 


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


 


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


 


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


 


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


 


41
















 


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


 


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


 


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


 


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


 


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


 


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


 


42

















 


5.3           Use
of Websites.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.   EVENTS
OF DEFAULT


 


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


 


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


 


(b)   any
representation or warranty made or deemed made by the Borrower or the Guarantor
herein or in any other Loan Document or that is contained in any certificate,
document or financial or other statement furnished by it at any time under or
in 


 


43

















 


connection with
this Agreement or any such other Loan Document shall prove to have been
inaccurate in any material respect on or as of the date made or deemed made; or


 


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


 


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


 


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


 


(f)    any Group
Member (other than the Borrower) shall (i) default in making any payment
of any principal of any Indebtedness (including any Guarantee Obligation, but
excluding the Loans) on the scheduled or original due date with respect
thereto; or (ii) default in making any payment of any interest on any such
Indebtedness beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created; or (iii) default in
the observance or performance of any other agreement or condition relating to
any such Indebtedness or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or 


 


44

















 


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


 


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


 


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


 


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


 


45

















 


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


 


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


 


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


 


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


 


SECTION 7.   THE
AGENTS


 


7.1           Appointment.  Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental
thereto.   Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein,
or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.


 


46

















 


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


 


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


 


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


 


7.5           Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Administrative Agent has received notice from a Lender, the
Guarantor or the Borrower referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a 


 


47

















 


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


 


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


 


7.7           Indemnification.  The Lenders agree to indemnify each Agent in
its capacity as such (to the extent not reimbursed by the Guarantor or the
Borrower and without limiting the obligation of the Guarantor or the Borrower
to do so), ratably according to their respective Aggregate Exposure Percentages
in effect on the date on which indemnification is sought under this Section (or,
if indemnification is sought after the date upon which the Commitments shall
have terminated and the Loans shall have been paid in full, ratably in
accordance with such Aggregate Exposure Percentages immediately prior to such
date), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (whether before or after the payment of
the Loans) be imposed on, incurred by or asserted against such Agent in any way
relating to or arising out of, the Commitments, this Agreement, any of the
other Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by such Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the 


 


48

















 


payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
that are found by a decision of a court of competent jurisdiction to have
resulted from such Agent’s gross negligence or willful misconduct.  The agreements in this Section shall
survive the payment of the Loans and all other amounts payable hereunder.


 


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


 


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


 


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


 


7.11         Agent
Communications.  The Administrative
Agent shall provide to each Lender a copy of each material report, certificate,
statement or other communication required to be delivered to it under the Loan
Documents and which has not been delivered to the Lenders; provided,
that posting by the Administrative Agent to Intralinks or to a similar
electronic distribution location shall satisfy the requirements of this
Section.


 


49

















 


SECTION 8.   MISCELLANEOUS


 


8.1   Amendments and Waivers.  (a)  
Neither this Agreement, any other Loan Document, nor any terms hereof or
thereof may be amended, supplemented or modified except in accordance with the
provisions of this Section 8.1.  The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(i) enter into written amendments, supplements or modifications hereto and
to the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive,
on such terms and conditions as the Required Lenders or the Administrative
Agent, as the case may be, may specify in such instrument, any of the
requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall (w) reduce
(by way of forgiveness or otherwise) the principal amount or extend the final
scheduled date of maturity of any Loan, reduce the amount or stated rate of any
interest or fee payable hereunder (except (1) in connection with the
waiver of applicability of any post-default increase in interest rates and (2) that
any amendment or modification of defined terms used in the financial covenants
in this Agreement or the other Loan Documents shall not constitute a reduction
in the rate of interest or fees for purposes of this clause (w)) or extend the
scheduled date of any payment thereof, or increase the amount or extend the
expiration date of any Lender’s Commitment, or increase any Lender’s Aggregate
Exposure Percentage, in each case without the written consent of each Lender
directly affected thereby; (x) eliminate or reduce the voting rights of
any Lender, or otherwise amend any provisions, under this Section 8.1
without the written consent of such Lender; (y) reduce any percentage
specified in the definition of Required Lenders, consent to the assignment or
transfer by the Borrower of any of its rights and obligations under this
Agreement and the other Loan Documents, amend or waive Section 5.1(j), or
release the Guarantor from its obligations under the Guaranty Agreement, or
assign any obligations under the Guaranty Agreement, effect any action pursuant
to Section 17 of the Guaranty Agreement, or change any provision hereof
requiring ratable funding or ratable sharing of payments or setoffs or
otherwise related to the pro rata treatment of Lenders in each case without the
written consent of all Lenders; or (z) amend, modify or waive any
provision of Section 7 without the written consent of the Administrative
Agent (and, solely with respect to Section 7.10, the Documentation Agent(s) and
Syndication Agent).  Any such waiver and
any such amendment, supplement or modification shall apply equally to each of
the Lenders and shall be binding upon the Loan Parties, the Lenders, the
Administrative Agent and all future holders of the Loans.  In the case of any waiver, the Loan Parties,
the Lenders and the Administrative Agent shall be restored to their former
position and rights hereunder and under the other Loan Documents, and any Default
or Event of Default waived shall be deemed to be cured and not continuing; but
no such waiver shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon.


 


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


 


50

















 


consent of all Lenders or each affected Lender shall require
the consent of such Defaulting Lender.


 


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


 


	
  Borrower:

  	
   

  	
  11720 Borman Drive

  
	
   

  	
   

  	
  St. Louis, Missouri 63146

  
	
   

  	
   

  	
  Attention: John Gilsinn

  
	
   

  	
   

  	
  Tel. No: (314) 292-2314

  
	
   

  	
   

  	
  Telecopy: (314) 292-4314

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bunge Limited

  
	
   

  	
   

  	
  50 Main Street

  
	
   

  	
   

  	
  White Plains, New York 10606

  
	
   

  	
   

  	
  Attention: Hunter Smith

  
	
   

  	
   

  	
  Telecopy:   (914) 684-3283

  
	
   

  	
   

  	
  Telephone: (914) 684-3440

  
	
   

  	
   

  	
   

  
	
  Administrative
  Agent:

  	
   

  	
  270 Park Avenue, 4th Floor

  
	
   

  	
   

  	
  New York, NY 10017

  
	
   

  	
   

  	
  Attention:Maria Arredondo

  
	
   

  	
   

  	
  Tel. No: (713) 750-2131

  
	
   

  	
   

  	
  Telecopy: (713) 750-2358

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Administrative
  Agent 

  	
   

  	
  J.P. Morgan Europe Limited

  
	
  (London Office):

  	
   

  	
  125 London Wall

  
	
   

  	
   

  	
  London EC2Y 5AJ

  
	
   

  	
   

  	
  Attention: Belinda Lucas

  
	
   

  	
   

  	
  Tel. No.  +44 207 777 0976

  
	
   

  	
   

  	
  Telecopy: + 44 207 777 2360

  



 


51
















 


with a copy to:


 


JPMorgan Chase Bank, N.A.


270 Park Avenue, 4th Floor


New York, NY 
10017


Attention:   Maria Arredondo


Tel. No:  (713) 750-2131


Telecopy:  (713) 750-2358


 


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


 


8.3           No Waiver; Cumulative Remedies. 
No failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder or under the other Loan Documents shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


 


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


 


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


 


52

















 


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


 


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


 


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


 


53

















 


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


 


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


 


54

















 


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


 


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


 


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


 


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


 


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


 


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


 


55

















 


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


 


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


 


(b)  In addition to any rights
and remedies of the Lenders provided by law, each Lender shall have the right,
without prior notice to the Guarantor or the Borrower, any such notice being
expressly waived by the Guarantor and the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Guarantor or
the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise),
to set off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency,
and any other credits, indebtedness or claims, in any currency, in each case
whether direct or indirect, absolute or contingent, matured or unmatured, at
any time held or owing by such Lender or any branch or agency thereof to or for
the credit or the account of the Guarantor or the Borrower, as the case may
be.  Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such setoff and application
made by such Lender, provided that the failure to give such notice shall
not affect the validity of such setoff and application.


 


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


 


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


 


56

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8.13         Acknowledgements. 
The Borrower hereby acknowledges that:


 


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


 


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


 


57

















 


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


 


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


 


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


 


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


 


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


 


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


 


58

















 


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


 


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


 


(b) 
Notwithstanding any other provision hereof or of any other Loan Documents, the
sole remedy of the Administrative Agent, any Lender or any other Person against
the Borrower in respect of any obligation, covenant, representation, warranty
or agreement of the Borrower under or related to this Agreement or any other
Loan Document shall be against the assets of the Borrower.  Neither the Administrative Agent, nor any
Lender nor any other Person shall have any claim against the Borrower to the
extent that such assets are insufficient to meet such obligations, covenant,
representation, warranty or agreement (the difference being referred to herein
as a “shortfall”) and all claims in respect of the shortfall shall be
extinguished; provided, however, that the provisions of this Section 8.16
apply solely to the obligations of the Borrower and shall not extinguish such
shortfall or otherwise restrict such Person’s rights or remedies against the
Guarantor for purposes of the obligations of the Guarantor to any Person under
the Guaranty Agreement.


 


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


 


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


 


[signature pages follow]


 


59






 












 


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


 


 


	
   

  	
  BUNGE LIMITED FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hunter Smith

  
	
   

  	
  Printed Name:

  	
  Hunter Smith

  
	
   

  	
  Title:

  	
  President

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Administrative Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barbara R. Marks

  
	
   

  	
  Printed Name:

  	
  Barbara R. Marks

  
	
   

  	
  Title:

  	
  Executive
  Director

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  as Syndication Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shannon A. Sweeney

  
	
   

  	
  Printed Name:

  	
  Shannon A. Sweeney

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  BNP PARIBAS,

  
	
   

  	
  as Documentation Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Claudia Zarate

  
	
   

  	
  Printed Name:

  	
  Claudia Zarate

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Florence Pourchet

  
	
   

  	
  Printed Name:

  	
  Florence Pourchet

  
	
   

  	
  Title:

  	
  Managing Director

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  CALYON NEW YORK BRANCH,

  
	
   

  	
  as Documentation Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Cagle

  
	
   

  	
  Printed Name:

  	
  David Cagle

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Hennenfent

  
	
   

  	
  Printed Name:

  	
  Gregory Hennenfent

  
	
   

  	
  Title:

  	
  Managing Director

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  COBANK, ACB,

  
	
   

  	
  as Documentation Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Porter Little

  
	
   

  	
  Printed Name:

  	
  Porter Little

  
	
   

  	
  Title:

  	
  Vice President

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  SOCIETE GENERALE,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sebastien Ribatto

  
	
   

  	
  Printed Name:

  	
  Sebastien Ribatto

  
	
   

  	
  Title:

  	
  Managing Director

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  ING BANK N.V.,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lars Vriens

  
	
   

  	
  Printed Name:

  	
  Lars Vriens

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diederik Schut

  
	
   

  	
  Printed Name:

  	
  Diederik Schut

  
	
   

  	
  Title:

  	
  Vice President

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  STANDARD CHARTERED BANK,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Hughes

  
	
   

  	
  Printed Name:

  	
  James P. Hughes

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert K.
  Reddington

  
	
   

  	
  Printed Name:

  	
  Robert K. Reddington

  
	
   

  	
  Title:

  	
  AVP/Credit
  Documentation

  
	
   

  	
   

  	
  Credit Risk Control

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  Philippe Sandmeier

  
	
   

  	
  Printed Name:

  	
  Philippe
  Sandmeier

  
	
   

  	
  Title:

  	
  Managing
  Director

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 






 


 












 


	
   

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

  
	
   

  	
  as Lender 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Rebecca O. Morrow

  
	
   

  	
  Printed Name: 

  	
  Rebecca O. Morrow

  
	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John L. Church

  
	
   

  	
  Printed Name: 

  	
  John L. Church

  
	
   

  	
  Title:

  	
  Executive Director

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION, 

  
	
   

  	
  as Lender 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robert Devir

  
	
   

  	
  Printed Name:

  	
  Robert Devir

  
	
   

  	
  Title:

  	
  Managing Director

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK
  BRANCH, 

  
	
   

  	
  as Lender 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Krister Holm

  
	
   

  	
  Printed Name:

  	
  Krister Holm

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael D’Anna

  
	
   

  	
  Printed Name:

  	
  Michael D’Anna

  
	
   

  	
  Title:

  	
  Director

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA, 

  
	
   

  	
  as Lender 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Todd Meller

  
	
   

  	
  Printed Name: 

  	
  Todd Meller

  
	
   

  	
  Title:

  	
  Managing Director

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  TORONTO DOMINION (NEW YORK) LLC, 

  
	
   

  	
  as Lender 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Debbi L. Brito

  
	
   

  	
  Printed Name:

  	
  Debbi L. Brito

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Wade

  
	
   

  	
  Printed Name:

  	
  John W. Wade

  
	
   

  	
  Title:

  	
  Deputy General Manager

  
	
   

  	
   

  	
  Head of Operations and
  Infrastructure

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth Egusa

  
	
   

  	
  Printed Name:

  	
  Kenneth Egusa

  
	
   

  	
  Title:

  	
  Vice President

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  NATIXIS,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alisa Trani

  
	
   

  	
  Printed Name:

  	
  Alisa Trani

  
	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen A. Jendras

  
	
   

  	
  Printed Name:

  	
  Stephen A. Jendras

  
	
   

  	
  Title:

  	
  Managing Director

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


 


	
   

  	
  SUMITOMO MITSUI BANKING CORPORATION,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yasuhiko Imai

  
	
   

  	
  Printed Name:

  	
  Yasuhiko Imai

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  CREDIT SUISSE CAYMAN ISLANDS BRANCH,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jay Chall

  
	
   

  	
  Printed Name:

  	
  Jay Chall

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shaheen Malik

  
	
   

  	
  Printed Name:

  	
  Shaheen Malik

  
	
   

  	
  Title:

  	
  Vice President

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 

















 


	
   

  	
  UNICREDIT SPA, NEW YORK BRANCH,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Michael

  
	
   

  	
  Printed Name:

  	
  Charles Michael

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Codruta (DRU)
  Mihaileanu

  
	
   

  	
  Printed Name:

  	
  Codruta (DRU)
  Mihaileanu

  
	
   

  	
  Title:

  	
  Vice President

  



 


[Signature Page to
Revolving Credit Agreement (364-day)]


 
















 


SCHEDULE 1.1


 


COMMITMENTS


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
  JPMorgan Chase
  Bank, N.A.

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  HSBC Bank USA,
  National Association

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  Banco Bilbao
  Vizcaya Argentaria, S.A., New York Branch

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  Standard Chartered
  Bank

  	
   

  	
  $

  	
  50,000,000

  	
   

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

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  BNP Paribas

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  Calyon New York
  Branch

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  ING Bank N.V.

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  CoBank, ACB

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  Credit Suisse,
  Cayman Islands Branch

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Societe Generale

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  The Bank of Nova
  Scotia

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Toronto Dominion
  (New York) LLC

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Bank of
  Tokyo-Mitsubishi UFJ Trust Company

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  Sumitomo Mitsui
  Banking Corporation

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  Australia and
  New Zealand Banking Group Limited

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Natixis

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  The Royal Bank
  of Scotland plc

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  UniCredit SpA,
  New York Branch

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  TOTAL
  COMMITMENTS

  	
   

  	
  $

  	
  645,000,000

  	
   

  



 

















 


Schedule 1.1A


 


MANDATORY COST FORMULA


 


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


 


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


 


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


 


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


 per cent. per annum 


 


 


Where:


 


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


 


5.             For the purposes of this Schedule:


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


(a)                                  the jurisdiction of its applicable branch
office; and


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 

















 


SCHEDULE 3.3


 


CONSENTS,
AUTHORIZATIONS, FILINGS AND NOTICES


 


None.


 

















 


EXHIBIT A


 


FORM OF GUARANTY AGREEMENT


 

















 


EXHIBIT B-1


 


FORM OF BORROWER RESPONSIBLE
OFFICER’S CERTIFICATE


 

















 


EXHIBIT B-2


 


FORM OF BORROWER SECRETARY
CERTIFICATE


 

















 


EXHIBIT B-3


 


FORM OF GUARANTOR RESPONSIBLE
OFFICER’S CERTIFICATE


 

















 


EXHIBIT B-4


 


FORM OF GUARANTOR SECRETARY
CERTIFICATE


 
















 


EXHIBIT C


 


FORM OF ASSIGNMENT AND ACCEPTANCE


 


Reference
is made to the Revolving Credit Agreement, dated as of June 3, 2009 (as
amended, supplemented or otherwise modified prior to the Effective Date (as
defined below), the “Agreement”), among BUNGE LIMITED FINANCE CORP. (the
“Borrower”), the Lenders named therein, and JPMORGAN CHASE BANK, N.A.,
as Administrative Agent (the “Agent”). 
Terms defined in the Agreement are used herein with the same meanings.


 


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


 


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


 


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


 


3.             The
Assignee (i) represents and warrants that it is legally authorized to
enter into this Assignment and Acceptance; (ii) confirms that it has
received a copy of the Agreement, together with copies of the financial
statements delivered pursuant to subsections 5.1(f) and 5.1(g) thereof
and subsection 8.1(a) of the Guaranty, dated June 3, 2009,  by Bunge Limited in favor of the Agent and
such other documents and information as it has deemed 


 

















 


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


 


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


 


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


 


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


 


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


 


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


 

















 


Schedule 1

to Assignment and Acceptance

relating to the Revolving Credit Agreement dated as of June 3, 2009, among
BUNGE LIMITED FINANCE CORP., the Lenders named therein, and JPMORGAN CHASE
BANK, N.A., as administrative agent (in such capacity, the “Agent”).


 


Name of Assignor:


 


Name of Assignee:


 


Effective Date of
Assignment:


 




	
   

   

  	
   

  	
  Dollar Equivalent of Principal Amount Assigned

   

  	
   

  	
  Commitment Percentage Assigned (to at least fifteen decimals) (shown
  as a percentage of aggregate principal amount of all Lenders)

  






 


 




	
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [ASSIGNOR]

  	
   

  	
  [ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Consented To:(1)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE
  BANK, N.A., 

  	
   

  	
  BUNGE LIMITED
  FINANCE CORP.

  
	
  as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
  Name: 

  	
   

  	
   

  	
  Title:

  
	
   

  	
  Title:

  	
   

  	
   

  






 






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


 

















 


EXHIBIT D-1


 


FORM OF LEGAL
OPINION OF REED SMITH LLP


 

















 


EXHIBIT D-2


 


FORM OF LEGAL
OPINION OF CONYERS, DILL AND PEARMAN


 
















 


EXHIBIT E


 


FORM OF EXEMPTION CERTIFICATE


 


Reference is made to the
Revolving Credit Agreement, dated as of June 3, 2009 (as amended,
supplemented or otherwise modified from time to time, the “Revolving Credit
Agreement”) among BUNGE LIMITED FINANCE CORP., a Delaware corporation (the “Borrower”),
the several banks and other financial institutions from time to time parties
thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as
administrative agent for the Lenders hereunder (in such capacity, the “Administrative
Agent”).  Capitalized terms used
herein that are not defined herein shall have the meanings ascribed to them in
the Revolving Credit Agreement. 
                                              
(the “Non-U.S. Lender”) is providing this certificate pursuant to
subsection 2.13(d) of the Credit Agreement.  The Non-U.S. Lender hereby represents and
warrants that:


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


 


	
   

  	
  [NAME OF NON-U.S.
  LENDER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
					



 

















 


EXHIBIT F


 


FORM OF

COMMITMENT INCREASE SUPPLEMENT


 


COMMITMENT
INCREASE SUPPLEMENT, dated
                                  
(this “Supplement”), to the Revolving Credit Agreement, dated as of June 3,
2009 (as amended, supplemented or otherwise modified from time to time, the “Agreement”),
among Bunge Limited Finance Corp. (the “Borrower”), the lenders parties
thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative
agent (in such capacity, the “Administrative Agent”) for the Lenders,
Citibank, N.A., as syndication agent, BNP Paribas, Calyon New York Branch and
CoBank, ACB, each as documentation agent.


 


W I T N E S S E T H :


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


6.               This
Supplement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same document.


 

















 


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


 


	
   

  	
  [INSERT NAME OF
  INCREASING LENDER],

  
	
   

  	
  as Increasing
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed and accepted this
           day of

                          ,
          .

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BUNGE LIMITED FINANCE CORP., as Borrower

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BUNGE LIMITED, as Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged this
           day of

                          ,
          .

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.,

  as Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT G


 


FORM OF

ADDITIONAL LENDER SUPPLEMENT


 


ADDITIONAL
LENDER SUPPLEMENT, dated
                                  
(this “Supplement”), to the Revolving Credit Agreement, dated as of June 3,
2009 (as amended, supplemented or otherwise modified from time to time, the “Agreement”),
among Bunge Limited Finance Corp. (the “Borrower”), the lenders parties
thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative
agent (in such capacity, the “Administrative Agent”) for the Lenders,
Citibank, N.A., as syndication agent and BNP Paribas, Calyon New York Branch
and CoBank, ACB, each as a documentation agent.


 


W I T N E S S E T H :


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


[Address]


Attention:


Tel. No.:                 


Telecopy:                 


 


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


 


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


 


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


 


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


 


8.     This Supplement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
document.


 

















 


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


 


	
   

  	
  [INSERT NAME OF
  ADDITIONAL LENDER],

  
	
   

  	
  as Additional
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed and accepted this
           day of

                          ,
          .

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BUNGE LIMITED FINANCE CORP., as Borrower

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BUNGE LIMITED, as Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged this
           day of

                          ,
          .

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.,

  	
   

  	
   

  
	
  as Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title: