Exhibit
        10.2


         


        
        GUARANTY


         


        
        This Guaranty (as amended, supplemented or otherwise modified in accordance
        with the terms hereof and in effect from time to time, this
        “Guaranty”) is made as of
        the 19th day of November, 2007 by Bunge Limited, a company incorporated under the laws of
        Bermuda (together with any successors or assigns permitted hereunder,
        “BL” or
        “Guarantor”) to JPMorgan
        Chase Bank, N.A. in its capacity as the administrative agent (together with its successors
        and assigns, the “Administrative
        Agent”) under the Revolving Credit Agreement, dated as of
        November 19, 2007 (as amended, supplemented or otherwise modified from time to time in
        accordance with the terms thereof, the “Credit
        Agreement”), among Bunge Limited Finance Corp., a Delaware
        corporation (“BLFC”), the
        Administrative Agent and the financial institutions from time to time party thereto (each a
        “Lender” and collectively,
        the “Lenders”), for the
        benefit of the Lenders.


         


        
        WITNESSETH:


        
         


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


        
         


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


        
         


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


        
         


        
        Section 1.        
        Definitions. For all purposes of this Guaranty,
        except as otherwise expressly provided in Annex A hereto or unless the context otherwise
        requires, capitalized terms used herein shall have the meanings assigned to such terms in
        the Credit Agreement.


        
         


        
        Section 2.       
        Guaranty. The Guarantor hereby unconditionally
        and irrevocably guarantees (collectively, the “Guaranty
        Obligations”) the prompt and punctual payment of all
        Obligations due and owing (whether at the stated maturity, by acceleration, or otherwise)
        under the Credit Agreement and the other Loan Documents whether direct or indirect,
        absolute or contingent, due or to become due, or now existing or hereafter incurred. All
        payments by the Guarantor under this Guaranty shall be made in Euros (if made with respect
        to principal of and interest on Loans denominated in Euros) or Dollars (if made with
        respect to any other amount) and (i) with respect to Loans, shall be made to the
        Administrative Agent for disbursement pro rata (determined at the time such payment is
        sought) to the Lenders in accordance with their respective Aggregate Exposure Percentages,
        (ii) with respect to fees, expenses and indemnifications owed to the Lenders, shall be made
        to the Administrative Agent for disbursement pro rata (determined at the time such payment
        is sought) to the Lenders in accordance with their respective Aggregate Exposure
        Percentages and (iii) with respect to fees, expenses and indemnifications owed to the
        Administrative Agent in its capacity as such, shall be


         


         


         

        
        


        

        

        


        made to
        the Administrative Agent. This Guaranty shall remain in full force and effect until the
        Guaranty Obligations are paid in full and the Commitments are terminated, notwithstanding
        that from time to time prior thereto BLFC may be free from any payment obligations under
        the Loan Documents. This Guaranty is a guaranty of payment and not of
        collection.


         


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


         


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


         


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


         


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


         


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


         


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


         


        
        (f)        Any bankruptcy of
        BLFC;


         


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


         


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


         


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


        
         


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


        
         


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


         


        
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        discharge of BLFC from the performance of any of the Guaranty Obligations,
        whether occurring by reason of law or any other cause, whether similar or dissimilar to the
        foregoing.


         


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


         


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


         


        
        (a)       
         Financial Condition.


         


        
         (i)        The consolidated
        balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2006
        and the related consolidated statements of income for the fiscal year ended on such date,
        reported on by the Guarantor’s independent public accountants, copies of which have
        heretofore been furnished to the Administrative Agent, are complete and correct, in all
        material respects, and present fairly the financial condition of the Guarantor and its
        consolidated Subsidiaries as at such date, and the results of operations for the fiscal
        year then ended. Such financial statements, including any related schedules and notes
        thereto, have been prepared in accordance with GAAP applied consistently throughout the
        periods involved (except as approved by the external auditors and as disclosed therein, if
        any).


         


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


         


        
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        similar obligations of the Guarantor or a consolidated Subsidiary supporting
        obligations of one Subsidiary to another Subsidiary.


         


        
        (iii)      During the period from December 31,
        2006 to and including the date hereof, except as disclosed in Schedule VI attached hereto,
        neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise
        disposed of any material part of its business or property, nor has it purchased or
        otherwise acquired any business or property (including any capital stock of any other
        Person) material in relation to the consolidated financial condition of the Guarantor and
        its consolidated Subsidiaries at December 31, 2006.


         


        
        (b)        No
        Change. Since December 31, 2006, except as disclosed in Schedule
        I hereof, there has been no development or event which has had or could, in the
        Guarantor’s good faith reasonable judgment, reasonably be expected to have a Material
        Adverse Effect.


         


        
        (c)       
        Corporate Existence; Compliance with Law. The
        Guarantor and each of its Subsidiaries (i) is duly organized and validly existing under the
        laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority,
        and the legal right, to own and operate its property, to lease the property it operates as
        lessee and to conduct the business in which it is currently engaged, (iii) is duly
        qualified under the laws of each jurisdiction where its ownership, lease or operation of
        property or the conduct of its business requires such qualification, except where the
        failure to be so duly qualified could not reasonably be expected to have a Material Adverse
        Effect, and (iv) is in compliance with all Requirements of Law and Contractual Obligations,
        except any non-compliance which could not reasonably be expected to have a Material Adverse
        Effect.


         


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


         


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


         


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


         


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


         


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


         


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


         


        
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        Environmental Claims against the Guarantor or any of its Subsidiaries or any
        property owned, leased, used, operated or occupied by the Guarantor or any of its
        Subsidiaries that individually or in the aggregate would reasonably be expected to have a
        Material Adverse Effect. The operations of the Guarantor and its Subsidiaries are in
        compliance in all material respects with all terms and conditions of the required permits,
        licenses, certificates, registrations and authorizations, and are also in compliance in all
        material respects with all other limitations, restrictions, conditions, standards,
        prohibitions, requirements, obligations, schedules and timetables contained in the
        Environmental Laws, except where the failure to do so would not reasonably be expected to
        have a Material Adverse Effect.


         


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


         


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


         


        
        (k)        Pari
        Passu Status. The obligations of the Guarantor hereunder
        constitute direct, general obligations of the Guarantor and rank at least pari passu (in
        priority of payment) with all other unsecured, unsubordinated obligations of the Guarantor
        resulting from any indebtedness for borrowed money or guarantee.


         


        
        (l)        
        Purpose of Advances. The proceeds of the Loans
        under the Credit Agreement shall be used by BLFC solely to either make advances under the
        Series 2002-1 VFC or to repay Permitted Indebtedness outstanding from time to
        time.


         


        
        (m)      
        Information. All information (including, with
        respect to the Guarantor, without limitation, the financial statements required to be
        delivered pursuant hereto), which has been made available to the Administrative Agent or
        any Lender by or on behalf of the Guarantor in connection with the transactions
        contemplated hereby and the other Loan Documents and Transaction Documents is complete and
        correct in all


         


        
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        material respects and does not contain any untrue statement of a material
        fact or omit to state a material fact necessary in order to make the statements contained
        therein not materially misleading in light of the circumstances under which such statements
        were made; provided, that, with respect to projected financial information provided
        by or on behalf of the Guarantor, the Guarantor represents only that such information was
        prepared in good faith by management of the Guarantor on the basis of assumptions believed
        by such management to be reasonable as of the time made.


         


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


         


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


         


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


         


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


         


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


         


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


         


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


         


        
        Section 8.        
        Covenants.


         


         


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


         


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


         


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


         


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


         


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


         


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


         


        
        (b)        Quarterly Compliance
        Certificates. The Guarantor shall, within sixty (60) days after the end of each of the
        first three fiscal quarters of each fiscal year and one hundred and twenty (120) days after
        the end of each fiscal year, furnish to the Administrative Agent its certificate signed by
        its chief


         


        
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        financial officer, treasurer or controller stating that, to the best of such
        officer’s knowledge, during such period each of the Guarantor and BLFC has observed
        or performed all of its covenants and other agreements, and satisfied every condition
        contained in this Guaranty and the other Loan Documents and Transaction Documents and any
        other related documents to be observed, performed or satisfied by each of them, and that
        such officer has obtained no knowledge of any Series 2002-1 Early Amortization Event,
        Potential Series 2002-1 Early Amortization Event, Event of Default or Default except as
        specified in such certificate and showing in reasonable detail the calculations evidencing
        compliance with the covenants in subsection 8.2(a).


         


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


         


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


         


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


         


        
        (f)        
        Inspection of Property; Books and Records. The
        Guarantor shall, and shall cause each of the Designated Obligors to, keep proper books of
        records and account in which full, true and correct entries in conformity with GAAP and all
        Requirements of Law shall be made of all dealings and transactions in relation to its
        business and activities; and permit representatives of the


         


        
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        Administrative Agent and each Lender to visit and inspect any of its
        properties and examine and make abstracts from any of its books and records at any time and
        as often as may reasonably be desired, provided that the Administrative Agent and each
        Lender has given reasonable prior written notice and the Administrative Agent and each
        Lender has executed a confidentiality agreement reasonably satisfactory to the
        Guarantor.


         


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


         


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


         


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


         


        
        11


         

        
        


        

        

        


        
        (j)        
        Payment of Taxes. The Guarantor shall pay,
        discharge or otherwise satisfy at or before maturity or before they become delinquent, as
        the case may be, all taxes, assessments and similar governmental charges imposed on it, its
        incomes, profits or properties, except where the amount or validity thereof is currently
        being contested in good faith by appropriate proceedings and reserves to the extent
        required by GAAP with respect thereto have been provided on the books of the
        Guarantor.


         


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


         


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


         


        
        (i)        
        ERISA Events. Promptly and in any event within
        ten (10) days after the Guarantor or any of its ERISA Affiliates knows or has reason to
        know that any ERISA Event has occurred, a statement of the


         


        
        12


         

        
        


        

        

        


        
        chief financial officer of the Guarantor or such ERISA Affiliate describing
        such ERISA Event and the action, if any, that the Guarantor or such ERISA Affiliate has
        taken and proposes to take with respect thereto;


         


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


         


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


         


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


         


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


         


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


         


         


        
        13


         

        
        


        

        

        


        
        (i)        its Consolidated Net
        Worth (as calculated at the end of each fiscal quarter of the Guarantor) to be less than
        U.S.$1,350,000,000;


         


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


         


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


         


        
        Notwithstanding the definition of “Subsidiary” set forth in the
        Credit Agreement, Fosfertil S.A. shall be deemed to be a Subsidiary of the Guarantor solely
        for the purposes of determining compliance with this Section
        8.2 and shall not be deemed a Subsidiary of the Guarantor for any
        other purposes of this Guaranty unless and until Fosfertil S.A. fits within the definition
        of a “Subsidiary”.


         


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


         


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


         


        
        14


         

        
        


        

        

        


        
        clauses (i) and (ii) above; (iv) any Liens securing the claims of mechanics,
        laborers, workmen, repairmen, materialmen, suppliers, carriers, warehousemen, landlords, or
        vendors or other claims provided for by mandatory provisions of law which are not yet due
        and delinquent, or are being contested in good faith by appropriate proceedings; (v) Liens
        which are Excluded Liens (as defined below); (vi) any Lien on any Property securing
        Indebtedness incurred or assumed solely for the purpose of financing all or any part of the
        cost of constructing or acquiring such Property, which Lien attaches to such Property
        concurrently with or within ninety (90) days after the construction, acquisition or
        completion of a series of related acquisitions thereof; (vii) Liens existing immediately
        prior to the execution of this Guaranty and set forth in Schedule V to this Guaranty;
        (viii) Liens to secure bonds posted in order to obtain stays of judgments, attachments or
        orders, the existence of which bonds would not otherwise constitute an Event of Default;
        (ix) Liens on Property existing prior to the acquisition of such Property or the
        acquisition of any Subsidiary that is the owner of such Property and not in contemplation
        of such acquisition; (x) Liens created by a Subsidiary in favor of the Guarantor or a
        Subsidiary; (xi) Liens on any accounts receivable from or invoices to export customers
        (including, but not limited to, Subsidiaries) and the proceeds thereof; (xii) Liens on
        rights under contracts to sell, purchase or receive commodities to or from export customers
        (including, but not limited to, Subsidiaries) and the proceeds thereof; (xiii) Liens on
        cash deposited as collateral in connection with financings where Liens are permitted under
        clause (xi) and (xii) of this subsection 8.2(c); (xiv) Liens extending, renewing or
        replacing, in whole or in part Liens permitted pursuant to clauses (i) through (xi), so
        long as the principal amount of the Indebtedness secured by such Lien does not exceed its
        original principal amount; (xv) minor survey exceptions or minor encumbrances, easements or
        reservations, or rights of others for rights-of-way, utilities and other similar purposes,
        or zoning or other restrictions as to the use of real properties, which are necessary for
        the conduct of the activities of the Guarantor or the Subsidiaries or which customarily
        exist on properties of corporations engaged in similar activities and similarly situated
        and which do not in any event materially impair their use in the operation of the business
        of the Guarantor or the Subsidiaries; (xvi) Liens incurred pursuant to the Loan Documents
        and Transaction Documents; (xvii) Liens on accounts receivable and other related assets
        arising in connection with transfers thereof to the extent such transfers are treated as
        true sales of financial assets under FASB Statement No. 140, as in effect from time to
        time; and (xviii) Liens (other than Liens otherwise permitted by clauses (i) through (xvii)
        above) incurred by the Guarantor or a Subsidiary which, at the time incurred do not,
        together with all other Liens incurred by the Guarantor and the Subsidiaries (other than
        Liens otherwise permitted by clauses (i) through (xvii) above) secure an aggregate
        principal amount exceeding (at the time such Lien is issued or created) $250,000,000
        (collectively, Liens described in clauses (i)-(xviii) are referred to herein as
        “Permitted Liens”);
        provided,
        however, that Indebtedness incurred in
        connection with any permitted sale and leaseback


         


        
        15


         

        
        


        

        

        


         


        
        transactions which are treated as debt in accordance with generally accepted
        accounting principles applicable to such Subsidiary will be included in such determination
        and treated as being secured by Liens not otherwise permitted by clauses (i) through
        (xvii). For purposes of interpreting the terms of this Guaranty, (A) the phrases
        “accounts receivable from or invoices to export customers” and “contracts
        to sell, purchase or receive commodities to (from) export customers” shall refer to
        invoices or accounts receivable derived from the sale of, or contracts to sell, purchase or
        receive wheat, soybeans or other commodities or products derived from the processing of
        wheat, soybeans or other commodities, by or to the Guarantor or a Subsidiary that have been
        or are to be exported from the country of origin whether or not such sale is made by a
        Subsidiary or to any of its Subsidiaries; and (B) property of a party to a corporate
        reorganization which is not the Guarantor or a Subsidiary shall be deemed
        “acquired” by the Guarantor or such Subsidiary as part of such corporate
        reorganization even if the Guarantor or Subsidiary, as the case may be, is not the
        surviving or resulting entity.


         


        
        As used in this subsection, the term “Excluded Lien” shall mean
        any Lien (i) granted by the Guarantor or any Subsidiary to secure (A) loans from banks
        controlled by governmental agencies or (B) loans from other lenders in connection with
        government programs, or (ii) which secures Indebtedness owing to a Person by any of its
        Subsidiaries.


         


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


         


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


         


        
        16


         

        
        


        

        

        


        
        amounts by making a new Intercompany Loan to the applicable Obligor within
        six (6) years from the date of such Intercompany Loan.


         


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


         


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


         


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


         


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


         


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


         


        
        17


         

        
        


        

        

        


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


         


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


         


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


         


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


         


        
        Section 18.       GOVERNING LAW; FOREIGN
        PARTY PROVISIONS.


         


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


         


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


         


        
        (c)        Appointment for Agent for
        Service of Process. The Guarantor hereby (i) irrevocably designates and appoints its
        chief financial officer (from time to time) at its principal executive offices at 50 Main
        Street, White Plains, New York 10606


         


        
        18


         

        
        


        

        

        


        
        (the “Authorized
        Agent”), as its agent upon which process may be served in
        any suit, action or proceeding related to this Guaranty and represents and warrants that
        the Authorized Agent has accepted such designation and (ii) agrees that service of process
        upon the Authorized Agent and written notice of said service to the Guarantor mailed or
        delivered by a recognized international courier service (with proof of delivery) to its
        Secretary at its registered office at 2 Church Street, Hamilton, Bermuda, shall be deemed
        in every respect effective service of process upon the Guarantor in any such suit or
        proceeding. The Guarantor further agrees to take any and all action, including the
        execution and filing of any and all such documents and instruments, as may be necessary to
        continue such designation and appointment of the Authorized Agent in full force and effect
        so long as the Guaranty is in existence.


         


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


         


        
        (e)       
        Foreign Taxes. Any payments by the Guarantor to
        the Administrative Agent hereunder shall be made free and clear of, and without deduction
        or withholding for or on account of, any and all present and future income, stamp or other
        taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or
        hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other
        jurisdiction in which the Guarantor has an office from which payment is made or deemed to
        be made, excluding (i) any such tax imposed by reason of the Administrative Agent, having
        some connection with any such jurisdiction other than its participation as the
        Administrative Agent under the Loan Documents and Transaction Documents, and (ii) any
        income or franchise tax on the overall net income of the Administrative Agent imposed by
        the United States or by the State of New York or any political subdivision of the United
        States or of the State of New York on the office of the Administrative Agent through which
        it is acting in connection with this transaction (all such non-excluded taxes,
        “Foreign Taxes”). If the
        Guarantor is prevented by operation of law or otherwise from paying, causing to be paid or
        remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld
        or deducted, then amounts payable under this Guaranty shall, to the extent permitted by
        law, be increased to such amount as is necessary to yield and remit to the Administrative
        Agent an amount which, after


         


         


        
        19


         

        
        


        

        

        


        
        deduction of all Foreign Taxes (including all Foreign Taxes payable on such
        increased payments) equals the amount that would have been payable if no Foreign Taxes
        applied.


         


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


         


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


         


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


         


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


         


        
        Section 22.      
        Setoff. In addition to any rights now or
        hereafter granted under applicable law and not by way of limitation of any such rights,
        upon the occurrence of an Event of Default or a Series 2002-1 Early Amortization Event,
        each Lender is hereby authorized at any time or from time to time, without notice to the
        Guarantor or to any other Person, any such notice being hereby expressly waived, to set off
        and to appropriate and apply any and all deposits


         


        
        20


         

        
        


        

        

        


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


         


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


         


        
        [signature page follows]


         


         


        
        21


         

        
        


        

        

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


         


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        GUARANTOR:

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        BUNGE LIMITED,

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        a Bermuda company

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Hunter Smith

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                        Name:

                    	
                        
                         Hunter Smith

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Treasurer

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        By:

                    	
                        
                         /s/ Carla Heiss

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                        Name:

                    	
                        
                         Carla Heiss

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                        Title:

                    	
                        
                         Assistant Secretary

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    


        


         


         


         

        
        


        

        

        Schedule
        I


         


        
        Material Developments


         


        
        None


         


         


        SI -
        1


         

        
        


        

        

        Schedule
        II


         


        
        Environmental Matters


         


        This
        Schedule II to the Guaranty hereby incorporates by reference all disclosure related to
        environmental matters set forth in (i) the Guarantor’s Annual Report on Form 10-K for
        the fiscal year ended December 31, 2006, which was filed on March 1, 2007 and (ii) Form
        10-Q that was filed by the Guarantor on November 9, 2007.


         


         


        SII -
        1


         

        
        


        

        

         


        Schedule
        III


         


        
        Defaulted Facilities


         


        
        None


         


         


        SIII -
        1


         

        
        


        

        

         


        Schedule
        IV


         


        
        Designated Obligors


         


         


        
            	
                        
                        Name

                    	
                        
                         

                    	
                        
                        Percentage Directly or Indirectly

                        Owned by BL

                    
	
                        
                        Bunge Limited

                    	
                        
                         

                    	
                        
                        --

                    
	
                        
                        Bunge Global Markets Inc.

                    	
                        
                         

                    	
                        
                        100%

                    
	
                        
                        Bunge N.A. Holdings, Inc.

                    	
                        
                         

                    	
                        
                        100%

                    
	
                        
                        Bunge North America, Inc.

                    	
                        
                         

                    	
                        
                        100%

                    
	
                        
                        Koninklijke Bunge B.V.

                    	
                        
                         

                    	
                        
                        100%

                    
	
                        
                        Bunge Argentina S.A.

                    	
                        
                         

                    	
                        
                        100%

                    
	
                        
                        Bunge S.A.

                    	
                        
                         

                    	
                        
                        100%

                    
	
                        
                        Bunge Fertilizantes International Limited

                    	
                        
                         

                    	
                        
                        100%

                    
	
                        
                        Bunge Alimentos S.A.

                    	
                        
                         

                    	
                        
                        100%

                    
	
                        
                        Bunge Fertilizantes S.A. (Brazil)

                    	
                        
                         

                    	
                        
                        100%

                    
	
                        
                        Ceval International Limited

                    	
                        
                         

                    	
                        
                        100%

                    
	
                        
                        Bunge Europe Finance B.V.

                    	
                        
                         

                    	
                        
                        100%

                    


        


         


         


         


        SIV -
        1


         

        
        


        

        

         


        Schedule
        V


         


        
        Permitted Liens


         


        
            	
                        
                        Subsidiary/Joint

                        Ventures

                    	
                        
                        Facility

                    	
                        
                        Amount

                        Outstanding

                    	
                        
                        Description of Collateral

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Terminal 6 and

                        Terminal 6i

                        (unconsolidated

                    	
                        
                        IFC Loan (Bunge’s

                        share)

                    	
                        
                        $4 million

                    	
                        
                        Shares of Terminal 6

                    
	
                        
                        joint ventures in

                        Argentina)

                    	
                        
                        Bank (Bunge’s

                        share)

                    	
                        
                        $10.5 million

                    	
                        
                        Shares of Terminal 6

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Bunge Alimentos

                        S.A.

                    	
                        
                        Bank

                    	
                        
                        $4.7 million

                    	
                        
                        Land, buildings and equipment

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        TGG (consolidated

                        JV)

                    	
                        
                        BNDES

                    	
                        
                        $92.4 million

                    	
                        
                        Shares of TGG

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Bunge Fertilizantes

                    	
                        
                        BNDES

                    	
                        
                        $3.1 million

                    	
                        
                        Land and Buildings

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        Fosfertil S.A.

                    	
                        
                        Various

                    	
                        
                        $22.9 million

                    	
                        
                        Shares of stock of Fosfertil S.A.

                        / Ultrafertil S.A. and Bunge

                        Fertilizantes S.A.

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Bank

                    	
                        
                        $3.4 million

                    	
                        
                        Land and buildings

                    
	
                        
                        Black Sea

                        Industries Ukraine

                    	
                        
                        EBRD Loan

                    	
                        
                        $21.4 million

                    	
                        
                        Extraction plant, Preparation

                        plant and Boiler house

                        (buildings and equipment) of

                        BSIU crushing plant at

                        Illychevsk, Ukraine

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    


        


         


         


         


        SV -
        1


         

        
        


        

        

         


        Schedule
        VI


         


        
        Material Contingent Liabilities and Material Disposition or
        Acquisition of Assets


         


        This
        Schedule VI to the Guaranty hereby incorporates by reference all disclosure set forth in
        the Form 10-Q that was filed by the Guarantor on November 9, 2007.


         


         


        SVI -
        1


         

        
        


        

        

         


        Schedule
        VII


         


        
        Material Litigation


         


        This
        Schedule VII to the Guaranty hereby incorporates by reference all disclosure related to
        legal proceedings set forth in (i) the Guarantor’s Annual Report on Form 10-K for the
        fiscal year ended December 31, 2006, which was filed on March 1, 2007 and (ii) Form 10-Q
        that was filed by the Guarantor on November 9, 2007.


         


         


        SVII -
        1


         

        
        


        

        

         


        
        ANNEX A


         


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


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


        
        “BL”: as defined in the preamble hereto.


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


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


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


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


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


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


         


         


        Annex A -
        1


         

        
        


        

        

        


         


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


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


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


        
        “Guarantor”: as defined in the preamble hereto.


        
        “Guaranty”: as defined in the preamble hereto.


        
        “Guaranty Obligations”: as defined in Section
        2.


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


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


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


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


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


         


         


        Annex A -
        2


         

        
        


        

        

        


         


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


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


        
        “Notice Address”:


         


         


        
            	
                        
                        Administrative Agent:

                    	
                        
                         

                    	
                        
                        JPMORGAN CHASE BANK, N.A.

                        270 Park Avenue, 4th Floor

                        New York, NY 10017

                        Attention: Maria Arredondo

                        Tel. No: (713) 750-2131

                        Telecopy: (713) 750-2358

                    
	
                        
                        Guarantor:

                    	
                        
                         

                    	
                        
                        BUNGE LIMITED

                        50 Main Street

                        White Plains, New York 10606

                        Attention: Hunter Smith

                        Tel. No: (914) 684-3440

                        Telecopy: (914) 684-3283

                    


        


         


         


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


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


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


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


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


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


         


         


        Annex A -
        3