Exhibit
        10.1


         


        
         


        
        $1,000,000,000


        
        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,


        as
        Documentation Agent,


         


        COBANK,
        ACB,


        as
        Documentation Agent,


         


        FORTIS
        CAPITAL CORP.,

        as Documentation Agent,


        
        and


        JPMORGAN
        CHASE BANK, N.A.,

        as Administrative Agent


         


        Dated as
        of November 19, 2007


        
         


         


        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

                    	
                        
                        16

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        SECTION 2.

                    	
                        
                        AMOUNT AND TERMS OF COMMITMENTS

                    	
                        
                        17

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        2.1

                    	
                        
                        Commitments

                    	
                        
                        17

                    
	
                        
                        2.2

                    	
                        
                        Procedure for Loan Borrowing

                    	
                        
                        17

                    
	
                        
                        2.3

                    	
                        
                        Commitment Fees, etc.

                    	
                        
                        18

                    
	
                        
                        2.4

                    	
                        
                        Termination or Reduction of Commitments

                    	
                        
                        18

                    
	
                        
                        2.5

                    	
                        
                        Prepayments

                    	
                        
                        18

                    
	
                        
                        2.6

                    	
                        
                        Conversion and Continuation Options

                    	
                        
                        19

                    
	
                        
                        2.7

                    	
                        
                        Limitations on Eurocurrency Borrowings

                    	
                        
                        20

                    
	
                        
                        2.8

                    	
                        
                        Interest Rates and Payment Dates

                    	
                        
                        20

                    
	
                        
                        2.9

                    	
                        
                        Computation of Interest and Fees

                    	
                        
                        20

                    
	
                        
                        2.10

                    	
                        
                        Inability to Determine Interest Rate

                    	
                        
                        21

                    
	
                        
                        2.11

                    	
                        
                        Pro Rata Treatment and Payments

                    	
                        
                        21

                    
	
                        
                        2.12

                    	
                        
                        Requirements of Law

                    	
                        
                        23

                    
	
                        
                        2.13

                    	
                        
                        Taxes

                    	
                        
                        24

                    
	
                        
                        2.14

                    	
                        
                        Indemnity

                    	
                        
                        26

                    
	
                        
                        2.15

                    	
                        
                        Change of Lending Office

                    	
                        
                        26

                    
	
                        
                        2.16

                    	
                        
                        Illegality

                    	
                        
                        26

                    
	
                        
                        2.17

                    	
                        
                        Replacement of Lenders

                    	
                        
                        27

                    
	
                        
                        2.18

                    	
                        
                        Judgment Currency

                    	
                        
                        27

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        SECTION 3.

                    	
                        
                        REPRESENTATIONS AND WARRANTIES

                    	
                        
                        28

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        3.1

                    	
                        
                        No Change

                    	
                        
                        28

                    
	
                        
                        3.2

                    	
                        
                        Existence; Compliance with Law

                    	
                        
                        28

                    
	
                        
                        3.3

                    	
                        
                        Power; Authorization; Enforceable Obligations

                    	
                        
                        28

                    
	
                        
                        3.4

                    	
                        
                        No Legal Bar

                    	
                        
                        28

                    
	
                        
                        3.5

                    	
                        
                        Litigation

                    	
                        
                        29

                    
	
                        
                        3.6

                    	
                        
                        No Default

                    	
                        
                        29

                    
	
                        
                        3.7

                    	
                        
                        Ownership of Property; Liens

                    	
                        
                        29

                    
	
                        
                        3.8

                    	
                        
                        Taxes

                    	
                        
                        29

                    
	
                        
                        3.9

                    	
                        
                        Federal Regulations

                    	
                        
                        29

                    
	
                        
                        3.10

                    	
                        
                        Investment Company Act; Other Regulations

                    	
                        
                        29

                    
	
                        
                        3.11

                    	
                        
                        No Subsidiaries

                    	
                        
                        29

                    
	
                        
                        3.12

                    	
                        
                        Use of Proceeds

                    	
                        
                        29

                    
	
                        
                        3.13

                    	
                        
                        Solvency

                    	
                        
                        29

                    
	
                        
                        3.14

                    	
                        
                        Limited Purpose

                    	
                        
                        30

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    


        


         


         


        
        i


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        Page

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        SECTION 4.

                    	
                        
                        CONDITIONS PRECEDENT

                    	
                        
                        30

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        4.1

                    	
                        
                        Conditions to Effectiveness

                    	
                        
                        30

                    
	
                        
                        4.2

                    	
                        
                        Conditions to Each Loan

                    	
                        
                        31

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        SECTION 5.

                    	
                        
                        COVENANTS

                    	
                        
                        32

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        5.1

                    	
                        
                        Affirmative Covenants

                    	
                        
                        32

                    
	
                        
                        5.2

                    	
                        
                        Negative Covenants

                    	
                        
                        35

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        SECTION 6.

                    	
                        
                        EVENTS OF DEFAULT

                    	
                        
                        37

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        SECTION 7.

                    	
                        
                        THE AGENTS

                    	
                        
                        40

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        7.1

                    	
                        
                        Appointment

                    	
                        
                        40

                    
	
                        
                        7.2

                    	
                        
                        Delegation of Duties

                    	
                        
                        40

                    
	
                        
                        7.3

                    	
                        
                        Exculpatory Provisions

                    	
                        
                        40

                    
	
                        
                        7.4

                    	
                        
                        Reliance by Administrative Agent

                    	
                        
                        41

                    
	
                        
                        7.5

                    	
                        
                        Notice of Default

                    	
                        
                        41

                    
	
                        
                        7.6

                    	
                        
                        Non-Reliance on Agents and Other Lenders

                    	
                        
                        41

                    
	
                        
                        7.7

                    	
                        
                        Indemnification

                    	
                        
                        42

                    
	
                        
                        7.8

                    	
                        
                        Agent in Its Individual Capacity

                    	
                        
                        42

                    
	
                        
                        7.9

                    	
                        
                        Successor Administrative Agent

                    	
                        
                        42

                    
	
                        
                        7.10

                    	
                        
                        Syndication Agent and Documentation Agents

                    	
                        
                        43

                    
	
                        
                        7.11

                    	
                        
                        Agent Communications

                    	
                        
                        43

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        SECTION 8.

                    	
                        
                        MISCELLANEOUS

                    	
                        
                        43

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        8.1

                    	
                        
                        Amendments and Waivers

                    	
                        
                        43

                    
	
                        
                        8.2

                    	
                        
                        Notices

                    	
                        
                        44

                    
	
                        
                        8.3

                    	
                        
                        No Waiver; Cumulative Remedies

                    	
                        
                        45

                    
	
                        
                        8.4

                    	
                        
                        Survival of Representations and Warranties

                    	
                        
                        45

                    
	
                        
                        8.5

                    	
                        
                        Payment of Expenses and Taxes

                    	
                        
                        45

                    
	
                        
                        8.6

                    	
                        
                        Successors and Assigns; Participations and
                        Assignments

                    	
                        
                        46

                    
	
                        
                        8.7

                    	
                        
                        Adjustments; Set-off

                    	
                        
                        49

                    
	
                        
                        8.8

                    	
                        
                        Counterparts

                    	
                        
                        49

                    
	
                        
                        8.9

                    	
                        
                        Severability

                    	
                        
                        50

                    
	
                        
                        8.10

                    	
                        
                        Integration

                    	
                        
                        50

                    
	
                        
                        8.11

                    	
                        
                        Governing Law

                    	
                        
                        50

                    
	
                        
                        8.12

                    	
                        
                        Submission To Jurisdiction; Waivers

                    	
                        
                        50

                    
	
                        
                        8.13

                    	
                        
                        Acknowledgements

                    	
                        
                        51

                    
	
                        
                        8.14

                    	
                        
                        Confidentiality

                    	
                        
                        51

                    
	
                        
                        8.15

                    	
                        
                        WAIVERS OF JURY TRIAL

                    	
                        
                        52

                    
	
                        
                        8.16

                    	
                        
                        No Bankruptcy Petition Against the Borrower; Liability of
                        the Borrower

                    	
                        
                        52

                    
	
                        
                        8.17

                    	
                        
                        Conversion of Approved Currencies into Dollars

                    	
                        
                        52

                    
	
                        
                        8.18

                    	
                        
                        U.S.A. Patriot Act

                    	
                        
                        52

                    


        


         


         


        
        ii


         

        
        


        

        

        
        SCHEDULES:


        
            	
                        
                        1.1

                    	
                        
                        Commitments

                    


        


        
            	
                        
                        1.1A

                    	
                        
                        Mandatory Cost Formula

                    


        


        
            	
                        
                        3.3

                    	
                        
                        Consents, Authorizations, Filings and Notices

                    


        


        
        EXHIBITS:


        
            	
                        
                        A

                    	
                        
                        Form of Guaranty Agreement

                    


        


        
            	
                        
                        B

                    	
                        
                        Form of Closing Certificate

                    


        


        
            	
                        
                        C

                    	
                        
                        Form of Assignment and Acceptance

                    


        


        
            	
                        
                        D-1

                    	
                        
                        Form of Legal Opinion of Winston & Strawn LLP

                    


        


        
            	
                        
                        D-2

                    	
                        
                        Form of Legal Opinion of Conyers Dill &
                        Pearman

                    


        


        
            	
                        
                        E

                    	
                        
                        Form of Exemption Certificate

                    


        


         


         


        
        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
        November 19, 2007, 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, as a documentation agent, COBANK,
        ACB, as a documentation agent, FORTIS CAPITAL CORP. as a documentation agent (together, BNP
        Paribas, CoBank, ACB and Fortis Capital Corp. are referred to herein as 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 greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
        Rate in effect on such day plus 1⁄2 of 1%. 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 or the Federal Funds Effective Rate shall be effective as of the opening
        of business on the effective day of such change in the Prime Rate or the Federal Funds
        Effective Rate, respectively.


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


        
        “Adjusted LIBO
        Rate” means, with respect to any Eurocurrency Loan for each
        day during each Interest Period, an interest rate per annum (rounded upwards, if necessary,
        to the next 1/16 of 1%) 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


         

        
        


        

        

        
        2


         


        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 Agents 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 rate per annum set forth under the relevant
        column on the Pricing Grid.


        
        “Applicable Moody’s
        Rating” shall mean 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 Bunge Master Trust or (iii) if
        Moody’s does not provide such a rating of the Guarantor or the Bunge Master Trust,
        then the Borrower.


        
        “Applicable S&P
        Rating” shall mean 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 the Bunge Master Trust or (iii) if S&P does not provide
        such a rating of the Guarantor or the Bunge 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

                    


        


         

        
        


        

        

        
        3


         


        


        
            	
                        
                         

                    	
                        
                        (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).


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


        
        “Board of
        Directors” means, 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.


        
        “Borrowing”
        means 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.


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


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


        
        “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”: means, with respect to any Person, any and all
        shares, interests, rights to purchase, warrants, options (whether or not currently
        exercisable), participations or


         

        
        


        

        

        
        4


         


        


        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).


        
        “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 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 November 19, 2007.


        
        “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 $1,000,000,000.


        
        “Commitment Fee
        Rate”: the rate per annum set forth under the relevant
        column on the Pricing Grid.


        
        “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


         

        
        


        

        

        
        5


         


        Loan,
        and the designating Lender (and not the Conduit Lender) shall have the sole right and
        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.


        
        “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 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.


        
        “Dollar
        Equivalent” means, 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


         

        
        


        

        

        
        6


         


        
        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 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


         

        
        


        

        

        
        7


         


        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.


        
        “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.


        
        “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


         

        
        


        

        

        
        8


         


        primary
        obligation or any property constituting direct or indirect security therefor, (ii) to
        advance or supply funds (1) for the purchase or payment of any such primary obligation or
        (2) to maintain working capital or equity capital of the primary obligor or otherwise to
        maintain the net worth or solvency of the primary obligor, (iii) to purchase property,
        securities or services primarily for the purpose of assuring the owner of any such primary
        obligation of the ability of the primary obligor to make payment of such primary obligation
        or (iv) otherwise to assure or hold harmless the owner of any such primary obligation
        against loss in respect thereof;
        provided,
        however, that the term Guarantee Obligation
        shall not include endorsements of instruments for deposit or collection in the ordinary
        course of business. The amount of any Guarantee Obligation of any guaranteeing person shall
        be deemed to be the lower of (a) an amount equal to the stated or determinable amount of
        the primary obligation in respect of which such Guarantee Obligation is made and (b) the
        maximum amount for which such guaranteeing person may be liable pursuant to the terms of
        the instrument embodying such Guarantee Obligation, unless such primary obligation and the
        maximum amount for which such guaranteeing person may be liable are not stated or
        determinable, in which case the amount of such Guarantee Obligation shall be such
        guaranteeing person’s maximum reasonably anticipated liability in respect thereof as
        determined by the Borrower in good faith.


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


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


        
        “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.


        
        “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 existing right, contingent or otherwise, to be secured by)
        a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such
        Person, (h) all net obligations of such Person in respect of equity derivatives and Hedge
        Agreements and (i) all Guarantee Obligations of such Person (other than guarantees of
        obligations of direct or indirect Subsidiaries of such Person).


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


         

        
        


        

        

        
        9


         


        


        
        “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, continuation 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, notice of
        continuation 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 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


         

        
        


        

        

        
        10


         


        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

                    


        


         


        
        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, 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 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.


        
        “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


         

        
        


        

        

        
        11


         


        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.


        
        “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).


         

        
        


        

        

        
        12


         


        


        
        “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, 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
        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 increase the Series 2002-1 Invested
        Amount and/or to refinance Indebtedness originally used for such purpose, 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.


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


         

        
        


        

        

        
        13


         


        


        
        “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.


        
        “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.


        
        “Pricing
        Grid”: the table set forth below.


         


        
            	
                        
                        Rating

                    	
                        
                        Applicable Margin for Eurocurrency Loans

                    	
                        
                        Applicable Margin

                        for ABR Loans

                    	
                        
                        Commitment

                        Fee Rate

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Level I

                    	
                        
                        0.575%

                    	
                        
                        0.00%

                    	
                        
                        0.06%

                    
	
                        
                        Level II

                    	
                        
                        0.70%

                    	
                        
                        0.00%

                    	
                        
                        0.08%

                    
	
                        
                        Level III

                    	
                        
                        0.825%

                    	
                        
                        0.00%

                    	
                        
                        0.10%

                    
	
                        
                        Level IV

                    	
                        
                        1.00%

                    	
                        
                        0.00%

                    	
                        
                        0.125%

                    
	
                        
                        Level V

                    	
                        
                        1.25

                    	
                        
                        0.25%

                    	
                        
                        0.20%

                    


        


         


        
        “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.


         

        
        


        

        

        
        14


         


        


        
        “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 division of The McGraw-Hill Companies,
        Inc., 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.


        
        “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 Third Amended and Restated Series 2002-1
        Supplement to the Pooling Agreement, dated as of August 31, 2005, 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 Bunge 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.


         

        
        


        

        

        
        15


         


        


        
        “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.


        
        “Statutory Reserve
        Rate” means 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 (in
        addition to the Euro).


        
        “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, or the management of which
        is otherwise controlled, directly or indirectly through one or more intermediaries, or
        both, by such Person. Unless otherwise qualified, all references to a
        “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to
        a Subsidiary or Subsidiaries of the Borrower.


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


        
        “Termination
        Date”: November 18, 2008.


         

        
        


        

        

        
        16


         


        


        
        “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.


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


        
        “United
        States”: the United States of America.


        
        “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


         

        
        


        

        

        
        17


         


        
        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 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.


        
        SECTION 2.      AMOUNT AND
        TERMS OF COMMITMENTS


        
        2.1       
        Commitments. Subject to the terms and
        conditions hereof, each Lender severally agrees to make revolving credit loans in either
        the Base Currency or 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.


        
        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 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


         

        
        


        

        

        
        18


         


        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, 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 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 the weighted average Commitment Fee Rate
        during the period for which payment is being made, on the average daily amount of the
        Available Commitment of such Lender during the period for which payment is made, 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 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


         

        
        


        

        

        
        19


         


        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).


        
        (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.


        
        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.


        
        (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


         

        
        


        

        

        
        20


         


        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 the ABR
        plus the Applicable Margin.


        
        (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).


        
        (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


         

        
        


        

        

        
        21


         


        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 Section
        2.8(a).


        
        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 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


         

        
        


        

        

        
        22


         


        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.


        
        (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 a Borrowing Date that such Lender will not make 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


         

        
        


        

        

        
        23


         


        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 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.


         

        
        


        

        

        
        24


         


        


        
        (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.


        
        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


         

        
        


        

        

        
        25


         


        
        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 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 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 is legally entitled
        to complete, execute and deliver such documentation and in such Lender’s judgment
        such completion, execution or submission would not materially prejudice the legal position
        of such Lender.


         

        
        


        

        

        
        26


         


        


        
        (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. 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 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


         

        
        


        

        

        
        27


         


        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. The Borrower shall be permitted to replace any Lender
        that (a) requests reimbursement for amounts owing pursuant to Section 2.12 or 2.13(a) or
        (b) defaults in its obligation to make Loans hereunder, 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 and processing fee referred to therein), (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, and (ix) 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.


         

        
        


        

        

        
        28


         


        


        
        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:


        
        3.1        No
        Change. Since December 31, 2006, 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 and (d) is in compliance with all Requirements of Law except to
        the extent that the failure to comply therewith could not, in the aggregate, reasonably be
        expected to have a Material Adverse Effect.


        
        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 on any of their respective 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.


         

        
        


        

        

        
        29


         


        


        
        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.


        
        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 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 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 make advances under the Series 2002-1 VFC or to repay Permitted Indebtedness
        outstanding from time to time.


        
        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.


         

        
        


        

        

        
        30


         


        


        
        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.


        
        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 Certificate; Good Standing
        Certificates. The Administrative Agent shall have received (i) a
        certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit
        B, with appropriate insertions and attachments satisfactory in form and substance to the
        Administrative Agent, including (A) the certificate of incorporation of the Borrower,
        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 or the Guarantor, as applicable, is a party, and (C)
        incumbency certificates with respect to the Borrower and the Guarantor and (ii) 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:


         

        
        


        

        

        
        31


         


        


        
        (i)  the legal opinion of Winston & Strawn LLP, 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 on and 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 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
        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, 2006, and (ii) unaudited consolidated financial statements for its fiscal
        quarter ended June 30, 2007.


        
        (j)   Guarantor, Bunge 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 Bunge Master Trust’s or the Borrower’s long-term unsecured debt
        rating is at least “Baa3” by Moody’s.


        
        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, 3.4, 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.


         

        
        


        

        

        
        32


         


        


        
        (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 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 those contested in good faith.


        
        (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.


         

        
        


        

        

        
        33


         


        


        
        (f) Beginning with the fiscal year commencing in 2007, 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 2007, 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 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 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) loan the proceeds from the Loans hereunder to Bunge
        Funding pursuant to the Series 2002-1 VFC or (2) use the proceeds from the Loans hereunder
        to repay Permitted Indebtedness outstanding from time to time and (ii) loan the proceeds of
        any Pari Passu Indebtedness to Bunge Funding pursuant to the Series 2002-1 VFC.


        
        (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


         

        
        


        

        

        
        34


         


        


        
        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


        
        (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 Bunge Master Trust when the Lenders are affected by the conduct of any proceeding or
        the exercise of any right conferred on the trustee under the Bunge Master Trust.


        
        (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 Bunge Master Trust no
        later


         

        
        


        

        

        
        35


         


        
        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 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.


        
        (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 a Change in Control of the Borrower.


         

        
        


        

        

        
        36


         


        


        
        (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.


        
        (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 Bunge Master Trust
        or otherwise adversely discriminate against the Series 2002-1 VFC relative to any other
        Series under the Bunge Master Trust, (B) reduce in any manner the amount of, or delay the
        timing of, distributions which are required to be made on 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 Bunge 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.


         

        
        


        

        

        
        37


         


        
        (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.


        
        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 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 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)
        or of any material amounts under any other agreement to which it is a party on the
        scheduled or original due date with respect thereto; or (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


         

        
        


        

        

        
        38


         


        
        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 or other
        amounts 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) or of any material amounts under any other agreement
        to which it is a party on the scheduled or original due date with respect thereto; or (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 (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 or other amounts 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 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


         

        
        


        

        

        
        39


         


        
        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


        
        (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


         

        
        


        

        

        
        40


         


        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.


        
        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


         

        
        


        

        

        
        41


         


        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 “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


         

        
        


        

        

        
        42


         


        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 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 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),


         

        
        


        

        

        
        43


         


        
        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 Agents. Neither the Syndication Agent nor
        any 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.


        
        SECTION 8.     
        MISCELLANEOUS


        
        8.1       
        Amendments and Waivers. 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, (a) 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 (b)
        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 (i) forgive 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 (x) in connection with the waiver of
        applicability of any post-default increase in interest rates and (y) 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 (i)) 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


         

        
        


        

        

        
        44


         


        without
        the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the
        voting rights of any Lender under this Section 8.1 without the written consent of such
        Lender; (iii) 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 in each case without the written consent of all Lenders; or
        (iv) amend, modify or waive any provision of Section 7 without the written consent of
        the Administrative 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.


        
        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

                    


        


         


         

        
        


        

        

        
        45


         


        


        
            	
                        
                         

                    	
                        
                         

                    
	
                        
                        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

                        (London Office):

                    	
                        
                        J.P. Morgan Europe Limited


                        
                        125 London Wall


                        
                        London EC2Y 5AJ


                        
                        Attention: Belinda Lucas


                        
                        Tel. No. +44 207 777 0976


                        
                        Telecopy: + 44 207 777 2360

                    
	
                        
                         

                    	
                        
                         


                        
                         

                    
	
                        
                         

                    	
                        
                        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 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


         

        
        


        

        

        
        46


         


        
        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 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


         

        
        


        

        

        
        47


         


        
        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
        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 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 said Section and
        provided,
        further, that no Participant shall be entitled
        to receive any greater amount pursuant to any such Section 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 an Event of Default shall have occurred and be
        continuing) and (ii) unless otherwise


         

        
        


        

        

        
        48


         


        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 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 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 in
        accordance with applicable law.


         

        
        


        

        

        
        49


         


        
        (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
        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


         

        
        


        

        

        
        50


         


        
        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.


        
        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.


         

        
        


        

        

        
        51


         


        
        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
        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


         

        
        


        

        

        
        52


         


        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.


        
        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 page follows]


         


         

        
        


        

        

        
        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

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        JP MORGAN CHASE BANK, N.A.

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Administrative Agent and Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                        /s/ Barbara
                        R. Marks

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Barbara R. Marks

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Vice President

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        CITIBANK, N.A.

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Syndication Agent and Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Shannon A. Sweeney

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Shannon A. Sweeney

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Vice President

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        BNP PARIBAS,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Documentation Agent and Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Florence Pourchet

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Florence Pourchet

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Managing Director

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Claudia Zarate

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Claudia Zarate

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Vice President

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        COBANK, ACB,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Documentation Agent and Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Jeffrey C. Norte

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Jeffrey C. Norte

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Vice President

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        FORTIS CAPITAL CORP.,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Documentation Agent and Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Antonio J. Nañez

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Antonio J. Nañez

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Director

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Huub Kops

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Huub Kops

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Director

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        CALYON NEW YORK BRANCH,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Greg Hennenfent

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Greg Hennenfent

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Director

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Blake Wright

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Blake Wright

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Managing Director

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        HSBC BANK USA, NATIONAL

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        ASSOCIATION,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Robert J. Devir

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Robert J. Devir

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Managing Director

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         


        
         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        ING BANK N.V.,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Anthony van Vliet

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Anthony van Vliet

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Director

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Paul van Heerde

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Paul van Heerde

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Director

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         


         

        
        


        

        

        


         


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        BARCLAYS BANK PLC,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Nicholas A. Bell

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Nicholas A. Bell

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Director

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        BANK OF TOKYO-MITSUBISHI UFJ TRUST

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        COMPANY,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Laurance Bressler

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Laurance Bressler

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Senior Vice President & Manager

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        COOPERATIEVE CENTRALE RAIFFEISEN-

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        BOERENLEENBANK B.A., “RABOBANK

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        NEDERALND”, NEW YORK BRANCH

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ John L. Church

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         John L. Church

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Executive Director

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Andrew Sherman

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Andrew Sherman

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Executive Director

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        DBS BANK LTD.,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Andrew Ko

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Andrew Ko

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         General Manager

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


         


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        MIZUHO CORPORATE BANK (USA), LTD.,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Robert Gallagher

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Robert Gallagher

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Senior Vice President

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


         


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        THE ROYAL BANK OF SCOTLAND PLC,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Mikhail Gourevitch

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Mikhail Gourevitch

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Managing Director

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


         


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        SOCIETE GENERALE,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Sebastien Ribatto

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Sebastien Ribatto

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Managing Director

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        STANDARD CHARTERED BANK, NEW

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        YORK BRANCH

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Lynn Zennario

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Lynn Zennario

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Director

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Robert K. Reddington

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Robert K. Reddington

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:


                        
                         

                    	
                        
                         AVP/Credit Risk Documentation, Credit Risk
                        Control

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        SUMITOMO MITSUI BANKING

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        CORPORATION,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Yoshihiro Hyakutome

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Yoshihiro Hyakutome

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         General Manager

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        1ST FARM CREDIT SERVICES, PCA,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Dale A. Richardson

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Dale A. Richardson

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         VP, Illinois Capital Market Group

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


        
             
        


         


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        BANCO BILBAO VIZCAYA
                        ARGENTARIA

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        S.A.,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Anne-Maureen Sarfati

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Anne-Maureen Sarfati

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Vice President

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ John Martini

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         John Martini

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Vice President

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        DEUTSCHE BANK AG, NEW YORK

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        BRANCH,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Heidi Sandquist

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Heidi Sandquist

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Vice President

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Ming K. Chu

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Ming K. Chu

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Vice President

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        KBC BANK N.V.,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Kris Denissen

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Kris Denissen

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Hoofd Kreditien & Financiele
                        Administratie

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Thomas van Craen

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Thomas van Craen

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Vennootschapsdirecteur

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        FARM CREDIT SERVICES OF MINNESOTA

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        VALLEY, PCA,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        D/B/A FCS COMMERCIAL FINANCE

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        GROUP,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        as Lender

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Jeremy Voigts

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Printed Name:

                    	
                        
                         Jeremy Voigts

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Assistant Vice President

                    
	
                    	
                    	
                    	
                    	
                    	
                    


        


         


         

        
        


        

        

        SCHEDULE
        1.1


         


        
        COMMITMENTS


         


         


        
            	
                        
                        Lender

                    	
                        
                        Commitment

                    
	
                        
                        JPMorgan Chase Bank, N.A.

                    	
                        
                        $70,000,000

                    
	
                        
                        Citibank, N.A.

                    	
                        
                        $70,000,000

                    
	
                        
                        BNP Paribas

                    	
                        
                        $70,000,000

                    
	
                        
                        CoBank, ACB

                    	
                        
                        $70,000,000

                    
	
                        
                        Fortis Capital Corp.

                    	
                        
                        $70,000,000

                    
	
                        
                        Calyon New York Branch

                    	
                        
                        $60,000,000

                    
	
                        
                        HSBC Bank USA, National Association

                    	
                        
                        $60,000,000

                    
	
                        
                        ING Bank N.V.

                    	
                        
                        $60,000,000

                    
	
                        
                        Barclays Bank PLC

                    	
                        
                        $40,000,000

                    
	
                        
                        Bank of Tokyo Mitsubishi UFJ Trust Company

                    	
                        
                        $40,000,000

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

                    	
                        
                        $40,000,000

                    
	
                        
                        DBS Bank Ltd.

                    	
                        
                        $40,000,000

                    
	
                        
                        Mizuho Corporate Bank (USA), LTD.

                    	
                        
                        $40,000,000

                    
	
                        
                        The Royal Bank of Scotland plc

                    	
                        
                        $40,000,000

                    
	
                        
                        Societe Generale

                    	
                        
                        $40,000,000

                    
	
                        
                        Standard Chartered Bank, New York Branch

                    	
                        
                        $40,000,000

                    
	
                        
                        Sumitomo Mitsui Banking Corporation

                    	
                        
                        $40,000,000

                    
	
                        
                        1st Farm Credit Services, PCA

                    	
                        
                        $25,000,000

                    
	
                        
                        Banco Bilbao Vizcaya Argentaria S.A.

                    	
                        
                        $25,000,000

                    
	
                        
                        Deutsche Bank AG, New York Branch

                    	
                        
                        $25,000,000

                    
	
                        
                        KBC Bank N.V.

                    	
                        
                        $25,000,000

                    
	
                        
                        Farm Credit Services of Minnesota Valley, PCA

                        d/b/a FCS Commercial Finance Group

                    	
                        
                        $10,000,000

                    
	
                        
                        TOTAL COMMITMENTS

                    	
                        
                        $1,000,000,000

                    


        


         


         

        
        


        

        

        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:

                    


        


         


        
            	
                        
                         

                    	
                        
                            
                            Ex 0.01

                        

                    	
                        
                         

                    	
                        
                        per cent. per annum

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        300

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    


        


         


        
        Where:


        
            	
                        
                         

                    	
                        
                        E

                    	
                        
                        is designed to compensate Lenders for amounts payable under
                        the Fees Rules and is calculated by the 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


         


        FORM OF
        CLOSING CERTIFICATE


         


         

        
        


        

        

        EXHIBIT
        C


         


        FORM OF
        ASSIGNMENT AND ACCEPTANCE


        
        Reference is made to the Revolving Credit Agreement, dated as of November
        19, 2007 (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 amount of which is not less than $5,000,000.


        
        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 November 19, 2007, 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 _________, 200_ (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 ________, 200_ 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 November 19, 2007, 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]

                        


                        
                        By:__________________________________

                        Name:

                        Title:


                        
                         

                    	
                        
                         


                        
                        

                        [ASSIGNEE]

                        


                        
                        By:__________________________________

                        Name:

                        Title:

                    
	
                        
                        Consented To:1/


                        
                         

                    
	
                        
                        JPMORGAN CHASE BANK, N.A.,

                        as Agent

                        


                        
                        By:__________________________________

                        Name:

                        Title:

                    	
                        
                        BUNGE LIMITED FINANCE CORP.

                        

                        


                        
                        By:__________________________________

                        Name:

                        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


         


         

        
        


        

        

        EXHIBIT
        D-2


         


         

        
        


        

        

        EXHIBIT
        E


         


        FORM OF
        EXEMPTION CERTIFICATE


        
         


        
        Reference is made to the Revolving Credit Agreement, dated as of November
        19, 2007 (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:
        ___________________________________