Exhibit 10.3


 


GUARANTY


 


This Guaranty (as amended, supplemented or
otherwise modified in accordance with the terms hereof and in effect from time
to time, this “Guaranty”) is made as of the 3rd day of June, 2009 by Bunge Limited, a company
incorporated under the laws of Bermuda (together with any successors or assigns
permitted hereunder, “BL” or “Guarantor”) to JPMorgan Chase Bank,
N.A. in its capacity as the administrative agent (together with its successors
and assigns, the “Administrative Agent”) under the Revolving Credit
Agreement, dated as of June 3, 2009 (as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, the “Credit
Agreement”), among Bunge Limited Finance Corp., a Delaware corporation (“BLFC”),
the Administrative Agent and the financial institutions from time to time party
thereto (each a “Lender” and collectively, the “Lenders”), for the
benefit of the Lenders.


 


WITNESSETH:


 


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


 


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


 


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


 


Section 1.               Definitions.


 


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


 


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


 


Section 2.               Guaranty.  The Guarantor hereby unconditionally and
irrevocably guarantees (collectively, the “Guaranty Obligations”) the
prompt and punctual payment of all Obligations due and owing (whether at the
stated maturity, by acceleration or otherwise) under the Credit Agreement and
the other Loan Documents whether direct or indirect, absolute or 


 

















 


contingent, due or to become due, or now existing or
hereafter incurred.  All payments by the
Guarantor under this Guaranty shall be made in Euros (if made with respect to
principal of and interest on Loans denominated in Euros) or Dollars (if made
with respect to any other amount) and (i) with respect to Loans, shall be
made to the Administrative Agent for disbursement pro rata (determined at the
time such payment is sought) to the Lenders in accordance with their respective
Aggregate Exposure Percentages, (ii) with respect to fees, expenses and
indemnifications owed to the Lenders, shall be made to the Administrative Agent
for disbursement pro rata (determined at the time such payment is sought) to
the Lenders in accordance with their respective Aggregate Exposure Percentages
(except as otherwise provided in the Credit Agreement with respect to
Defaulting Lenders) and (iii) with respect to fees, expenses and
indemnifications owed to the Administrative Agent in its capacity as such,
shall be made to the Administrative Agent. 
This Guaranty shall remain in full force and effect until the Guaranty
Obligations are paid in full and the Commitments are terminated, notwithstanding
that from time to time prior thereto BLFC may be free from any payment
obligations under the Loan Documents. 
This Guaranty is a guaranty of payment and not of collection.


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


Section 4.               Waiver.  The Guarantor hereby waives (a) promptness,
diligence, notice of acceptance, presentment, demand, protest, notice of
protest and dishonor, notice of default, notice of intent to accelerate, notice
of acceleration and any other notice with respect to any of the Guaranty
Obligations and this Guaranty, (b) any requirement that the Administrative
Agent or the Lenders protect, secure, perfect or insure any security interest
or Lien on any property subject thereto or exhaust any right or take any action
against BLFC or any other Person or entity or any collateral or that BLFC or
any other Person or entity be joined in any action hereunder, (c) the
defense of the statute of limitations in any action under this Guaranty or for
the collection or performance of the Guaranty Obligations, (d) any defense
arising by reason of any lack of corporate authority, (e) any defense
based upon any guaranteed party’s errors or omissions in the administration of
the Guaranty Obligations except to the extent that any error or omission is
caused by such guaranteed party’s bad faith, gross negligence or willful
misconduct, (f) any rights to set-offs and counterclaims and (g) any
defense based upon an election of remedies which destroys or impairs the
subrogation rights of the Guarantor or the right of the Guarantor to proceed
against BLFC or any other obligor of the Guaranty Obligations for
reimbursement.  All dealings between BLFC
or the Guarantor, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Guaranty.  Should the Administrative Agent seek to
enforce the obligations of the Guarantor hereunder by action in any court, the
Guarantor waives any necessity, substantive or procedural, that a judgment
previously be rendered against BLFC or any other Person, or that any action be
brought against BLFC or any other Person, or that BLFC or any other Person
should be joined in such cause.  Such
waiver shall be without prejudice to the Administrative Agent at its option to
proceed against BLFC or any other Person, whether by separate action or by
joinder.  The Guarantor further expressly
waives each and every right to which it may be entitled by virtue of the
suretyship law of the State of New York or any other applicable jurisdiction.


 


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


 


4

















 


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


 


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


 


(a)           Financial
Condition.


 


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


 


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


 


5

















 


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


 


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


 


(c)           Corporate
Existence; Compliance with Law.  The
Guarantor and each of its Subsidiaries (i) is duly organized and validly
existing under the laws of the jurisdiction of its incorporation, (ii) has
the corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (iii) is duly qualified under
the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification, except
where the failure to be so duly qualified could not reasonably be expected to
have a Material Adverse Effect, (iv) is in compliance with all Requirements
of Law and Contractual Obligations, except any non-compliance which could not
reasonably be expected to have a Material Adverse Effect, and (v) with
respect to the transactions contemplated hereunder, is in compliance in all
material respects with all Requirements of Law promulgated by the U.S. Treasury
Department Office of Foreign Assets Control pursuant to the International
Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et. seq., The Trading with the
Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order promulgated
thereunder (including, without limitation, having in full force and effect any
required licenses thereunder).


 


(d)           Corporate
Power; Authorization; Enforceable Obligations.  The Guarantor and each of its Subsidiaries
has the corporate power and authority, and the legal right, to make, deliver
and perform this Guaranty and each of the other Loan Documents and Transaction
Documents to which such Person is a party and to borrow thereunder and has
taken all necessary corporate action to authorize (i) the borrowings on
the terms and conditions of the Loan Documents and Transaction Documents to
which such Person is a party, (ii) the execution, delivery and performance
of this Guaranty and each of the other Loan Documents and Transaction Documents
to which such Person is a party and (iii) the remittance of payments in
the applicable currency of all amounts payable hereunder and thereunder.  No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the borrowings under the Loan
Documents or Transaction Documents, the remittance of payments in the
applicable currency in accordance with the 


 


6

















 


terms hereof and thereof or with the execution, delivery, performance,
validity or enforceability of this Guaranty and each of the other Loan
Documents and Transaction Documents. 
This Guaranty and each of the other Loan Documents and Transaction Documents
to which the Guarantor and/or any of its Subsidiaries are a party have been
duly executed and delivered on behalf of the Guarantor and each of such
Subsidiaries.  Each of this Guaranty and
each of the other Loan Documents and Transaction Documents to which the
Guarantor and/or any of its Subsidiaries are a party constitutes a legal, valid
and binding obligation of the Guarantor and each of such Subsidiaries
enforceable against the Guarantor and each of such Subsidiaries in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or law).


 


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


 


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


 


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


 


(h)           Environmental
Matters.  The Guarantor and its
Subsidiaries have obtained all permits, licenses and other authorizations that
are necessary to operate their respective business and required under all
applicable Environmental Laws, except where the failure to do so would not
reasonably be expected to have a Material Adverse Effect. Except as set forth
on Schedule II attached hereto, (i) Hazardous Materials have not at


 


7

















 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(s)           Consideration.  The Guarantor has received, or will receive,
direct or indirect benefit from the making of this Guaranty.  The Guarantor has, independently


 


9

















 


and without reliance upon the Administrative Agent or any Lender and
based on such documents and information it has deemed appropriate, made its own
credit analysis and decision to enter into this Guaranty.


 


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


 


Section 8.               Covenants.


 


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


 


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


 


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


 


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


 


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


 


all such
financial statements furnished under clause (i) above to be complete and
correct in all material respects and prepared in reasonable detail in
accordance with GAAP applied consistently throughout the periods reflected
therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein); provided, however,
that the Guarantor shall not be required to deliver the financial statements
described under


 


10

















 


clauses (i) and
(ii) above if such statements are available within the time period
required by applicable Requirements of Law on EDGAR or from other public
sources.


 


(b)           Quarterly
Compliance Certificates.  The
Guarantor shall, within sixty (60) days after the end of each of the first
three fiscal quarters of each fiscal year and one hundred and twenty (120) days
after the end of each fiscal year, furnish to the Administrative Agent its
certificate signed by its chief financial officer, treasurer or controller
stating that, to the best of such officer’s knowledge, during such period each
of the Guarantor and BLFC has observed or performed all of its covenants and
other agreements, and satisfied every condition contained in this Guaranty and
the other Loan Documents and Transaction Documents and any other related
documents to be observed, performed or satisfied by each of them, and that such
officer has obtained no knowledge of any Series 2002-1 Early Amortization
Event, Potential Series 2002-1 Early Amortization Event, Event of Default
or Default except as specified in such certificate and showing in reasonable
detail the calculations evidencing compliance with the covenants in subsection
8.2(a).


 


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


 


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


 


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


 


(f)            Inspection
of Property; Books and Records.  The
Guarantor shall, and shall cause each of the Designated Obligors to, keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all


 


11

















 


Requirements of Law shall be made of all dealings and transactions in
relation to its business and activities; and permit representatives of the
Administrative Agent and each Lender to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any time
and as often as may reasonably be desired, provided that the Administrative
Agent and each Lender has given reasonable prior written notice and the
Administrative Agent and each Lender has executed a confidentiality agreement
reasonably satisfactory to the Guarantor.


 


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


 


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


 


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


 


(j)            Payment
of Taxes.  The Guarantor shall pay,
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may


 


12

















 


be, all taxes, assessments and similar governmental charges imposed on
it, its incomes, profits or properties, except where (i) the amount or
validity thereof is currently being contested in good faith by appropriate proceedings
and reserves to the extent required by GAAP with respect thereto have been
provided on the books of the Guarantor or (ii) the nonpayment of all such
taxes, assessments and charges in the aggregate would not reasonably be
expected to have a Material Adverse Effect.


 


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


 


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


 


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


 


13
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


(c)           Liens.  The Guarantor shall not nor shall it permit
any Subsidiary to create or suffer to exist any Lien (including, without
limitation, any equivalent created or arising under the laws of any
jurisdiction in which the Guarantor or a Subsidiary does business), upon or
with respect to any of its present or future property including any asset,
revenue, or right to receive income or any other property, whether tangible or
intangible, real or personal (all of the foregoing hereinafter called “Property”),
in each case to secure Indebtedness unless the Guaranty Obligations are equally
and ratably secured, except:  (i) Liens
for current taxes, assessments or other governmental charges which are not
delinquent or remain payable without any penalty, or the validity of which is
contested in good faith by appropriate proceedings upon stay of execution of
the enforcement thereof or upon posting a bond in connection therewith; (ii) any
Lien pursuant to any order or attachment or similar legal process arising in
connection with court proceedings; provided that the execution or other
enforcement thereof is effectively stayed or a sufficient bond had been posted
and the claims secured thereby are being contested at the time in good faith by
appropriate proceedings; (iii) any Liens securing bonds posted with
respect to and in compliance with clauses (i) and (ii) above; (iv) any
Liens securing the claims of mechanics, laborers, workmen, repairmen,
materialmen, suppliers, carriers, warehousemen, landlords, or vendors or other
claims provided for by mandatory provisions of law which are not yet due and
delinquent, or are being contested in good faith by appropriate proceedings; (v) Liens
which are Excluded Liens (as defined below); (vi) any Lien on any Property
securing Indebtedness incurred or assumed solely for the purpose of financing
all or any part of the cost of constructing or acquiring such Property, which
Lien attaches to such Property concurrently with or within ninety (90) days
after the construction, acquisition or completion of a series of related
acquisitions thereof; (vii) Liens existing immediately prior to the execution
of this Guaranty and set forth in Schedule V to this Guaranty; (viii) Liens
to secure bonds posted in order to obtain stays of judgments, attachments or
orders, the existence of which bonds would not otherwise constitute an Event of
Default; (ix) Liens on Property existing prior to the acquisition of such
Property or the acquisition of any Subsidiary that is the owner of such
Property and not in contemplation of such acquisition; (x) Liens created
by a Subsidiary in favor of the Guarantor or a Subsidiary; (xi) Liens on any
accounts receivable from or invoices to export customers (including, but not
limited to, Subsidiaries) and the proceeds


 


15

















 


thereof; (xii) Liens on rights under contracts to sell, purchase or
receive commodities to or from export customers (including, but not limited to,
Subsidiaries) and the proceeds thereof; (xiii) Liens on cash deposited as
collateral in connection with financings where Liens are permitted under clause
(xi) and (xii) of this subsection 8.2(c); (xiv) Liens extending, renewing or
replacing, in whole or in part Liens permitted pursuant to clauses (i) through
(xi), so long as the principal amount of the Indebtedness secured by such Lien
does not exceed its original principal amount; (xv) minor survey exceptions or
minor encumbrances, easements or reservations, or rights of others for
rights-of-way, utilities and other similar purposes, or zoning or other
restrictions as to the use of real properties, which are necessary for the
conduct of the activities of the Guarantor or the Subsidiaries or which
customarily exist on properties of corporations engaged in similar activities
and similarly situated and which do not in any event materially impair their
use in the operation of the business of the Guarantor or the Subsidiaries;
(xvi) Liens incurred pursuant to the Loan Documents and Transaction Documents;
(xvii) Liens on accounts receivable and other related assets arising in
connection with transfers thereof to the extent such transfers are treated as
true sales of financial assets under FASB Statement No. 140, as in effect
from time to time; (xviii) Liens securing obligations under a Hedge Agreement
or swap, cap or collar agreement or similar arrangement related to equity or
commodities; and (xix) Liens (other than Liens otherwise permitted by clauses (i) through
(xviii) above) incurred by the Guarantor or a Subsidiary which, at the time
incurred do not, together with all other Liens incurred by the Guarantor and
the Subsidiaries (other than Liens otherwise permitted by clauses (i) through
(xviii) above) secure an aggregate principal amount exceeding (at the time such
Lien is issued or created) $250,000,000 (collectively, Liens described in
clauses (i)-(xix) are referred to herein as “Permitted Liens”); provided,
however, that Indebtedness incurred in connection with any permitted
sale and leaseback transactions which are treated as debt in accordance with
GAAP will be included in such determination and treated as being secured by
Liens not otherwise permitted by clauses (i) through (xix).  For purposes of interpreting the terms of
this Guaranty, (A) the phrases “accounts receivable from or invoices to
export customers” and “contracts to sell, purchase or receive commodities to (from)
export customers” shall refer to invoices or accounts receivable derived from
the sale of, or contracts to sell, purchase or receive wheat, soybeans or other
commodities or products derived from the processing of wheat, soybeans or other
commodities, by or to the Guarantor or a Subsidiary that have been or are to be
exported from the country of origin whether or not such sale is made by a
Subsidiary or to any of its Subsidiaries; and (B) property of a party to a
corporate reorganization which is not the Guarantor or a Subsidiary shall be
deemed “acquired” by the Guarantor or such Subsidiary as part of such corporate
reorganization even if the Guarantor or Subsidiary, as the case may be, is not
the surviving or resulting entity.


 


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


 


16

















 


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


 


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


 


8.3           Use
of Websites.


 


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


 


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


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 12.             Costs and Expenses.  The Guarantor agrees to pay, and cause to be
paid, on demand all costs and expenses actually incurred by the Administrative
Agent in connection with the enforcement of this Guaranty including, without
limitation, the fees and out


 


18

















 


of pocket expenses of outside counsel to the
Administrative Agent with respect thereto. The agreements of the Guarantor contained
in this Section 12 shall survive the payment of all other amounts
owing hereunder or under any of the other Guaranty Obligations.


 


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


 


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


 


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


 


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


 


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


 


Section 18.             GOVERNING
LAW; FOREIGN PARTY PROVISIONS.


 


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


 


(b)           Consent
to Jurisdiction.  The Guarantor
irrevocably submits to the non-exclusive jurisdiction of any New York state or
U.S. federal court sitting in the Borough of Manhattan, The City of New York,
in any action or proceeding relating to its


 


19

















 


obligations, liabilities or any other matter arising out of or in
connection with this Guaranty or the other Loan Documents and Transaction
Documents.  The Guarantor hereby
irrevocably agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York state or U.S. federal court.  The Guarantor also hereby irrevocably waives,
to the fullest extent permitted by law, any objection to venue or the defense
of an inconvenient forum to the maintenance of any such action or proceeding in
any such court.


 


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


 


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


 


(e)           Foreign
Taxes.  Any payments by the Guarantor
to the Administrative Agent hereunder shall be made free and clear of, and
without deduction or withholding for or on account of, any and all present and
future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereinafter imposed, levied, collected,
withheld or assessed by Bermuda or any other jurisdiction in which the
Guarantor has an office from which payment is made or deemed to be made,
excluding (i) any such tax imposed by reason of the Administrative Agent,


 


20

















 


having some connection with any such jurisdiction other than its
participation as the Administrative Agent under the Loan Documents and
Transaction Documents, and (ii) any income or franchise tax on the overall
net income of the Administrative Agent imposed by the United States or by the
State of New York or any political subdivision of the United States or of the
State of New York on the office of the Administrative Agent through which it is
acting in connection with this transaction (all such non-excluded taxes, “Foreign
Taxes”).  If the Guarantor is
prevented by operation of law or otherwise from paying, causing to be paid or
remitting that portion of amounts payable hereunder represented by Foreign
Taxes withheld or deducted, then amounts payable under this Guaranty shall, to
the extent permitted by law, be increased to such amount as is necessary to
yield and remit to the Administrative Agent an amount which, after deduction of
all Foreign Taxes (including all Foreign Taxes payable on such increased
payments) equals the amount that would have been payable if no Foreign Taxes
applied.  Whenever any Foreign Taxes are
payable by the Guarantor, as promptly as possible thereafter the Guarantor
shall send to the Administrative Agent for its own account or for the account
of the relevant Lender, as the case may be, a certified copy of an original
official receipt received by the Guarantor showing payment thereof.  If the Guarantor fails to pay any Foreign
Taxes when due to the appropriate taxing authority or fails to remit to the
Administrative Agent the required receipts or other required documentary
evidence, the Guarantor shall indemnify the Administrative Agent and the
Lenders for any incremental taxes, interest or penalties that may become
payable by the Administrative Agent or any Lender as a result of any such
failure.


 


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


 


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


 


21

















 


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


 


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


 


Section 22.             Setoff.  In addition to any rights now or hereafter
granted under applicable law and not by way of limitation of any such rights,
upon the occurrence of an Event of Default or a Series 2002-1 Early
Amortization Event, each Lender is hereby authorized at any time or from time
to time, without notice to the Guarantor or to any other Person, any such
notice being hereby expressly waived to the extent permitted by applicable law,
to set off and to appropriate and apply any and all deposits (general or
special) and any other indebtedness at any time held or owing by such Lender,
to or for the credit or the account of the Guarantor against and on account of
the obligations and liabilities of the Guarantor to such Lender, as applicable,
under this Guaranty or any other Loan Document, including, without limitation,
all claims of any nature or description arising out of or connected with this
Guaranty or any other Loan Document, irrespective of whether or not such Lender
shall have made any demand hereunder and although said obligations, liabilities
or claims, or any of them, shall be contingent or unmatured.


 


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


 


[signature page follows]


 


22

















 


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


 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  BUNGE
  LIMITED,

  
	
   

  	
  a Bermuda
  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hunter
  Smith

  
	
   

  	
   

  	
  Name:

  	
  Hunter Smith

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carla L.
  Heiss

  
	
   

  	
   

  	
  Name:

  	
  Carla L.
  Heiss

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  General Counsel and Assistant Secretary

  



 


[Signature Page to Guaranty (364 day)]


 
















 


Schedule I


 


Material Developments


 


None


 


SI-1

















 


Schedule II


 


Environmental Matters


 


This Schedule
II to the Guaranty hereby incorporates by reference all disclosure related to
environmental matters set forth in (i) the Guarantor’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2008, which was filed on March 2,
2009 and (ii) the Guarantor’s Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2009, which was filed on May 11, 2009.


 


SII-1

















 


Schedule III


 


Defaulted Facilities


 


None


 


SIII-1

















 


Schedule IV


 


Designated Obligors


 


	
   

  	
   

  	
  Percentage
  Directly or Indirectly

  	
   

  
	
  Name

  	
   

  	
  Owned by
  BL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bunge Limited

  	
   

  	
  —

  	
   

  
	
  Bunge Global
  Markets Inc.

  	
   

  	
  100

  	
  %

  
	
  Bunge N.A.
  Holdings, Inc.

  	
   

  	
  100

  	
  %

  
	
  Bunge North
  America, Inc.

  	
   

  	
  100

  	
  %

  
	
  Koninklijke
  Bunge B.V.

  	
   

  	
  100

  	
  %

  
	
  Bunge Argentina S.A.

  	
   

  	
  100

  	
  %

  
	
  Bunge S.A.

  	
   

  	
  100

  	
  %

  
	
  Bunge Fertilizantes International Limited

  	
   

  	
  100

  	
  %

  
	
  Bunge Alimentos S.A.

  	
   

  	
  100

  	
  %

  
	
  Bunge Fertilizantes S.A. (Brazil)

  	
   

  	
  100

  	
  %

  
	
  Ceval
  International Limited

  	
   

  	
  100

  	
  %

  
	
  Bunge Europe
  Finance B.V.

  	
   

  	
  100

  	
  %

  



 


SIV-1

















 


Schedule V


 


Permitted Liens


 


	
  Subsidiary/Joint

  Ventures

  	
   

  	
  Facility

  	
   

  	
  Amount

  Outstanding

  	
   

  	
  Description
  of Collateral

  
	
  Terminal 6 and
  Terminal 6i (unconsolidated joint ventures in Argentina)

  	
   

  	
  Bank (Bunge’s
  share)

  

  Bank (Bunge’s share)

  	
   

  	
  $4.3 million

  

  $7.5 million

  	
   

  	
  Shares of
  Terminal 6

  

  Shares of Terminal 6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bunge Alimentos
  S.A.

  	
   

  	
  Bank

  

  BNDES

  	
   

  	
  $1.4 million

  

  $8.8 million

  	
   

  	
  Land, buildings
  and equipment

  

  Land, buildings and equipment

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TGG
  (consolidated JV)

  	
   

  	
  BNDES

  	
   

  	
  $72.0 million

  	
   

  	
  Shares of TGG

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fosfertil
  S.A.

  	
   

  	
  Bank

  	
   

  	
  $0.9
  million

  	
   

  	
  Land
  and buildings

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Black Sea Industries Ukraine

  	
   

  	
  EBRD Loan

  	
   

  	
  $21.4 million

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Southwest Iowa
  Renewable Energy, LLC

  	
   

  	
  Bank

  	
   

  	
  $27.8 million

  	
   

  	
  Cash Collateral

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Baria Joint
  Stock Co. of Services

  	
   

  	
  Bank

  	
   

  	
  $5.1 million

  	
   

  	
  Equipment

  



 


SV-1

















 


Schedule VI


 


Material Contingent Liabilities and Material Disposition or Acquisition
of Assets


 


This Schedule
VI to the Guaranty hereby incorporates by reference all disclosure set forth in
(i) the Guarantor’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, which was filed by the Guarantor on March 2,
2009 and (ii) the Guarantor’s Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2009 that was filed by the Guarantor on May 11,
2009.


 


SVI-1

















 


Schedule VII


 


Material Litigation


 


This Schedule
VII to the Guaranty hereby incorporates by reference all disclosure related to
legal proceedings set forth in (i) the Guarantor’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2008, which was filed by the
Guarantor on March 2, 2009 and (ii) the Guarantor’s Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2009 that was
filed by the Guarantor on May 11, 2009.


 


SVII-1

















 


ANNEX A


 


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


 


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


 


“BL”: as
defined in the preamble hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Guarantor”:
as defined in the preamble hereto.


 


“Guaranty”:  as defined in the preamble hereto.


 


1

















 


“Guaranty
Obligations”:  as defined in Section 2.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Notice
Address”:


 


	
   Administrative Agent:

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
   

  	
  270 Park
  Avenue, 4th Floor

  
	
   

  	
  New York, NY
  10017

  
	
   

  	
  Attention:
  Maria Arredondo

  
	
   

  	
  Telephone
  No: (713) 750-2131

  
	
   

  	
  Telecopy:
  (713) 750-2358

  
	
   

  	
   

  
	
   Guarantor:

  	
  BUNGE
  LIMITED

  
	
   

  	
  50 Main
  Street

  
	
   

  	
  White
  Plains, New York 10606

  
	
   

  	
  Attention:
  Hunter Smith

  
	
   

  	
  Telephone
  No: (914) 684-3440

  
	
   

  	
  Telecopy
  No.: (914) 684-3283

  



 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


3