Exhibit 10.1

 

EXECUTION COPY

 

THIRD AMENDMENT TO RECEIVABLES TRANSFER AGREEMENT

 

THIS THIRD AMENDMENT TO RECEIVABLES TRANSFER AGREEMENT (this “Amendment”) is entered into as of April 23, 2013 by and among BUNGE SECURITIZATION B.V., a private limited liability company organized under the laws of the Netherlands (the “Seller”), BUNGE FINANCE B.V., a private limited liability company organized under the laws of the Netherlands, as Master Servicer (the “Master Servicer”), BUNGE LIMITED, a company formed under the laws of Bermuda, as Performance Undertaking Provider (the “Performance Undertaking Provider”), Coöperatieve Centrale Raiffeisen Boerenleenbank B.A., as administrative agent (in such capacity, the “Administrative Agent”) and each of the Purchaser Agents party hereto with respect to that certain Receivables Transfer Agreement, dated as of June 1, 2011, by and between the Seller, the Master Servicer, the Performance Undertaking Provider, Coöperatieve Centrale Raiffeisen Boerenleenbank B.A., as administrative agent and the Conduit Purchasers, Committed Purchasers and Purchaser Agents party thereto (as amended from time to time, the “Agreement”).  Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto, or incorporated by reference, in the Agreement.

 

PRELIMINARY STATEMENTS

 

WHEREAS, the German Originator would now like to sell Receivables of certain (direct or indirect) Subsidiaries of Lidl Stiftung & Co. KG (“Lidl Obligors”) under the German RPA.  In order to do so, the Seller, the Master Servicer and the Performance Undertaking Provider would like the Administrative Agent and the Purchaser Agents to consent, and subject to the terms hereof the Administrative Agent and the Purchaser Agents are willing to consent, to certain amendments to the Agreement;

 

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

 

1.                                      Amendments; Limitations.

 

1.1.                            Amendments

 

At the request of the Seller, the Master Servicer and the Performance Undertaking Provider, the Administrative Agent and the Purchaser Agents hereby consent to and agree that:

 

(a)                                 the list of Excluded Obligors in Schedule 9 (Excluded Obligors) to the Agreement with respect to the German Originator shall be amended by replacing the non-excluded customers currently listed on such Schedule 9 with the non-excluded customers listed in Schedule 1 (Non-Excluded Obligors) to this Amendment;

 

(b)                                 the following parenthetical shall be added at the end of sub-paragraph (d) of the definition of “Eligible Receivable”:

 

1











 

Third Amendment to Receivables Transfer Agreement

 

“(or, solely with respect to those entities listed in Schedule 2 (Approved Obligors with non-standard payment terms) to the third amendment to this Agreement dated April 23, 2013 and made between the Seller, the Master Servicer, the Performance Undertaking Provider, the Administrative Agent and the Purchaser Agents party thereto, within 86 days from the original billing date therefor);”;

 

(c)                                  sub-paragraph (d) of the definition of “Concentration Amount” shall be deleted in its entirety and replaced with the following:

 

“(d) the aggregate amount by which the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables and have original payment terms greater than 30 days exceeds 20% of the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time;”;

 

(d)                                 The following sub-paragraph (j) shall be added to the definition of “Concentration Amount”:

 

“(j) the aggregate amount by which the aggregate Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables owing by all (direct or indirect) Subsidiaries of Lidl Stiftung & Co. KG exceeds 2% of the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time.”; and

 

(e)                                  Schedule 1 (Non-Excluded Obligors) and Schedule 2 (Approved Obligors with non-standard payment terms) to this Amendment may be amended from time to time by the addition or removal of any Lidl Obligor at any date in the future by a notice in the form attached hereto as Schedule 3 (Form of notice for addition or removal of Lidl Obligors), signed by the Seller, the Master Servicer and the Performance Undertaking Provider, and counter-signed by the Administrative Agent and each of the Purchaser Agents.

 

1.2.                            General Limitations.  Notwithstanding anything to the contrary herein or in the Transaction Documents, by executing this Amendment, none of the Purchaser Agents is now consenting to, nor has any Purchaser Agent agreed to consent in the future to, any additional exceptions to the definitions of “Eligible Receivable” or “Excluded Obligor” or any other provisions of any Transaction Document other than as expressly set forth in Section 1.1 above.

 

1.3.                            No Waiver of Indemnification, Etc.  Without limiting the generality of the foregoing and for the avoidance of doubt, no Purchaser Agent is hereby waiving or releasing, nor have any of them agreed to waive or release in the future, any right or claim to indemnification or reimbursement by, or damages from any of the Seller, the Master Servicer or the Performance Undertaking Provider under any Transaction Document, including without limitation, for any liability, obligation, loss, damage, penalty, judgment, settlement, cost, expense or disbursement resulting or arising directly or indirectly from consents set forth in Section 1.1 above.

 

1.4.                            Acknowledgement.  The German Originator, in its capacities as Seller under the German RPA and as a Sub-Servicer under the Servicing Agreement hereby consents to and acknowledges the amendments to the Agreement outlined in Section 1.1 above.

 

2.                                      Representations and Warranties.  Each of the Seller, the Master Servicer and the Performance Undertaking Provider represents and warrants to the other parties hereto that, after giving effect to this Amendment, each of its representations and warranties set forth in the Agreement, as such representations and warranties apply to such Person, is true and correct in all

 

2











 

material respects on and as of the date hereof as though made on and as of such date except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date.

 

3.                                      Condition Precedent.  This Amendment shall become effective as of the date first above written upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by each of the parties hereto.

 

4.                                      Miscellaneous.

 

4.1.                            Except as expressly amended hereby, the Agreement shall remain unaltered and in full force and effect, and each of the parties thereto hereby ratifies and confirms each of the Transaction Documents to which it is a party.

 

4.2.                            GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

 

4.3.                            CONSENT TO JURISDICTION.

 

(a)                                 Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment.  Each party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

(b)                                 Each of the parties hereto consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it at its address specified in the Agreement.  Nothing in this Section 4.3 shall affect the right of any party to serve legal process in any manner permitted by law.

 

4.4.                            CONSENT OF JURY TRIAL.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR ANY PROVISION

 

3











 

HEREOF.  THIS CONSENT SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AMENDMENT.

 

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

 

4.6.                            To the fullest extent permitted by applicable law, delivery of an executed counterpart hereof via facsimile or via electronic mail of a .pdf copy hereof shall have the same force and effect as delivery of an executed original hereof.

 

<Signature pages follow>

 

4











 

SCHEDULE 1

 

NON-EXCLUDED OBLIGORS

 

	
Customer number
    	
 
    	
Company name
    
	
76003697
    	
 
    	
Lidl   Italia S.R.L.
    
	
76003698
    	
 
    	
Lidl   Supermercados, S.A.
    
	
76003699
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76003700
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76003701
    	
 
    	
Lidl &   Cia
    
	
76003702
    	
 
    	
Lidl   Hellas & Sia O.E.
    
	
76003703
    	
 
    	
Lidl   Schweiz Dl GmbH
    
	
76003704
    	
 
    	
Lidl   France S.N.C.
    
	
76003705
    	
 
    	
Lidl   France S.N.C.
    
	
76003710
    	
 
    	
Kaufland   Warenhandel GmbH & Co. KG 2757811
    
	
76003711
    	
 
    	
Kaufland   Warenhandel GmbH & Co. KG 2757811
    
	
76003712
    	
 
    	
Kaufland   Warenhandel GmbH & Co. KG 111944
    
	
76003965
    	
 
    	
Haas &   Birtel GmbH & Co.
    
	
76003970
    	
 
    	
Rewe   Zentralfinanz eG Zentrale 090061
    
	
76004317
    	
 
    	
Lidl   Cyprus
    
	
76003825
    	
 
    	
MGE-Bereich   Kaufhof
    
	
76003826
    	
 
    	
MDL   Metro Group Logistics Warehousing GmbH & Co. KG
    
	
76003803
    	
 
    	
Rewe   für Sie Eigengeschäft
    
	
76003804
    	
 
    	
Citti   Warenhandelsgesellschaft mbH & Co. KG
    
	
76003805
    	
 
    	
Citti   GV-Partner Grosshandel GmbH & Co. KG
    


 

Sch-1











 

	
76003806
    	
 
    	
Jomo   GV-Partner Grosshandel GmbH & Co. KG
    
	
76003807
    	
 
    	
Citti   Märkte GmbH & Co. KG
    
	
76003808
    	
 
    	
Jomo-Citti   GV-Partner Grosshandel GmbH & Co. KG
    
	
76003809
    	
 
    	
Ringel   GV-Partner Grosshandel GmbH & Co. KG
    
	
76003811
    	
 
    	
Bartels   - Langness Handelsges. mbH & Co. KG
    
	
76003812
    	
 
    	
Service   Bund GmbH & Co. KG
    
	
76003813
    	
 
    	
BBB &   R Handels GmbH
    
	
76003818
    	
 
    	
Tegut,   Theo Gutberlet Stiftung & Co.
    
	
76003823
    	
 
    	
Metro   MGE Einkauf GmbH & Co. KG
    
	
76003824
    	
 
    	
MGE-Bereich   Metro C&C
    
	
76003831
    	
 
    	
Lupus   Handelsgesellschaft mbH
    
	
76003832
    	
 
    	
Georg   Josef Kaes
    
	
76003833
    	
 
    	
Rewe   Zentral AG
    
	
76003834
    	
 
    	
Rewe   Zentral AG Niederlassung West Gesamt
    
	
76003836
    	
 
    	
Kaufland   Warenhandel GmbH + Co. KG
    
	
76003837
    	
 
    	
Kaufland   Warenhandel GmbH & Co. KG
    
	
76003838
    	
 
    	
Kaufland   Warenhandel GmbH & Co. KG
    
	
76003840
    	
 
    	
Ratio   Handel GmbH & Co. KG
    
	
76003841
    	
 
    	
Kaiser-S   Tengelmann AG
    
	
76003844
    	
 
    	
Aldi   Einkauf GmbH & Co. OHG Nord
    
	
76003845
    	
 
    	
Aldi   Einkauf GmbH & Co. OHG Süd
    
	
76003846
    	
 
    	
Rewe   Zentral AG
    
	
76003847
    	
 
    	
Rewe   KGaA Niederlassung Rosbach
    
	
76003848
    	
 
    	
Toom-Markt   Zn. Der Rewe Gross- Flächengesellschaft mbH
    


 

Sch-2











 

	
76003850
    	
 
    	
Bünting   Handel und Beteiligungs GmbH & Co. KG
    
	
76003851
    	
 
    	
Rewe   Zentrale AG Bereich Handelsmarken
    
	
76003855
    	
 
    	
Rewe   Grossverbraucher Service Ndl. der Rewe Zentral AG
    
	
76003857
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76003858
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76003859
    	
 
    	
Kaufland   Warenhandel GmbH & Co. KG
    
	
76003860
    	
 
    	
Kaiser-S   Tengelmann AG Handelsmarken-Bereich
    
	
76003863
    	
 
    	
MDL   Metro Group Logistics Warehousing GmbH & Co. KG
    
	
76003865
    	
 
    	
Wasgau   Produktion & Handels AG
    
	
76003871
    	
 
    	
Coop   eG
    
	
76003873
    	
 
    	
K+K   Klaas & Kock B.V. & Co. KG
    
	
76003874
    	
 
    	
Kaiser’s   Tengelmann GmbH
    
	
76003875
    	
 
    	
Kaiser’s   Tengelmann GmbH Handelsmarken-Bereich
    
	
76003852
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76005225
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76003924
    	
 
    	
Rewe   Zentralfinanz GmbH Zentrale 090031
    
	
76003926
    	
 
    	
Markant   Handels & Service GmbH Inkasso 090036
    
	
76003927
    	
 
    	
Markant   Handels & Service GmbH Inkasso 090037
    
	
76003928
    	
 
    	
Markant   Handels & Service GmbH Inkasso 090038
    
	
76003929
    	
 
    	
Markant   Handels & Service GmbH Inkasso 090039
    
	
76003930
    	
 
    	
Rewe   Zentralfinanz GmbH Zentrale 090060
    
	
76003931
    	
 
    	
Rewe   Zentralfinanz GmbH Zentrale 090062
    
	
76003932
    	
 
    	
Rewe   Zentralfinanz GmbH Zentrale 090063
    
	
76003933
    	
 
    	
Aldi   GmbH & Co. KG Nord
    


 

Sch-3











 

	
76003934
    	
 
    	
Georg   Roth GmbH & Co. KG Zentrale 090071
    
	
76003935
    	
 
    	
Metro   MGR Gruppen Rechnungsabwicklung GmbH 090079
    
	
76003936
    	
 
    	
Metro   MGR Gruppen Rechnungsabwicklung GmbH 090080
    
	
76003937
    	
 
    	
Metro   MGR Gruppen Rechnungsabwicklung GmbH 090081
    
	
76003938
    	
 
    	
Metro   MGR Gruppen Rechnungsabwicklung GmbH 090082
    
	
76003939
    	
 
    	
Metro   MGR Gruppen Rechnungsabwicklung GmbH 090084
    
	
76003940
    	
 
    	
Metro   MGR Gruppen Rechnungsabwicklung GmbH 090085
    
	
76003941
    	
 
    	
Rewe   Zentralfinanz GmbH Zentrale 090092
    
	
76003944
    	
 
    	
Netto   GmbH & Co. OHG Zentrale 090097
    
	
76003945
    	
 
    	
Zentrale   Handelsges. ZHG Zentrale 090098
    
	
76000897
    	
 
    	
REWE   DORTMUND GROSSHANDEL EG
    
	
76005005
    	
 
    	
Kaufland   Warenhandel GmbH & Co. KG
    
	
76004179
    	
 
    	
Lidl   Bulgaria Eood & KO. KD
    
	
76006281
    	
 
    	
ALDI   EINKAUF GmbH & Co. OHG SUED
    
	
76009175
    	
 
    	
Lidl   Austria GmbH
    
	
76012004
    	
 
    	
Lidl   Magyarorszag
    
	
76011972
    	
 
    	
Lidl   D.O.O.K.D.
    
	
76012074
    	
 
    	
Markant   Oesterreich GmbH
    


 

Sch-4











 

SCHEDULE 2

 

APPROVED OBLIGORS WITH NON-STANDARD PAYMENT TERMS

 

	
Customer number
    	
 
    	
Company name
    
	
76003697
    	
 
    	
Lidl   Italia S.R.L.
    
	
76003698
    	
 
    	
Lidl   Supermercados, S.A.
    
	
76003699
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76003700
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76003701
    	
 
    	
Lidl &   Cia
    
	
76003702
    	
 
    	
Lidl   Hellas & Sia O.E.
    
	
76003703
    	
 
    	
Lidl   Schweiz Dl GmbH
    
	
76003704
    	
 
    	
Lidl   France S.N.C.
    
	
76003705
    	
 
    	
Lidl   France S.N.C.
    
	
76003852
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76003857
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76003858
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76004179
    	
 
    	
Lidl   Bulgaria Eood & KO. KD
    
	
76004317
    	
 
    	
Lidl   Cyprus
    
	
76005225
    	
 
    	
Lidl   Dienstleistung GmbH & Co. KG
    
	
76009175
    	
 
    	
Lidl   Austria GmbH
    


 

Sch-5












 

SCHEDULE 3

 

FORM OF NOTICE FOR ADDITION OR REMOVAL OF LIDL OBLIGORS

 

Bunge Securitization B.V.
 P.O. Box 4794
 4803 ET Breda
 The Netherlands

 

Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. 
 Croeselaan 18
 3521 CB Utrecht
 The Netherlands

 

Crédit Agricole Corporate & Investment Bank
 9 quai du Président Paul Doumer
 92920 Paris La Défense Cedex
 France

 

HSBC Bank plc
 8 Canada Square
 London E14 5HQ

 

BNP Paribas, London Branch
 10 Harewood Avenue
 London NW1 6AA

 

[Date]

 

Dear [·]

 

Notice of Amendment: Schedules 1 (Non-Excluded Obligors) and 2 (Approved Obligors with non-standard payment terms) to the third amendment to Receivables Transfer Agreement

 

1.              We refer to the third amendment, entered into as of April 23, 2013 by and among Bunge Securitization B.V., (the “Seller”), Bunge Finance B.V., (the “Master Servicer”), Bunge Limited (the “Performance Undertaking Provider”), Coöperatieve Centrale Raiffeisen Boerenleenbank B.A., as administrative agent and a purchaser agent (the “Administrative Agent” and a “Purchaser Agent” respectively) and Crédit Agricole Corporate & Investment Bank,  BNP Paribas, London Branch and HSBC Bank plc (each, a “Purchaser Agent”) with respect to that certain receivables transfer agreement, dated as of June 1, 2011, by and between, amongst others, the Seller, the Master Servicer, the 

 

Sch-6











 

Performance Undertaking Provider, the Administrative Agent and the Purchaser Agents (as amended from time to time, the “Third Amendment”).  Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto, or incorporated by reference, in the Third Amendment.

 

2.              By this notice (this “Notice”), the Seller, the Master Servicer and the Performance Undertaking Provider request your consent to the following amendments to Schedule 1 (Non-Excluded Obligors) and Schedule 2 (Approved Obligors with non-standard payment terms) to the Third Amendment:

 

a.              that the non-excluded obligors currently listed in Schedule 1 (Non-Excluded Obligors) (including any amendment to that list effected by any previous notice (substantially in the form of this Notice) signed by all the parties hereto) to the Third Amendment be replaced with the non-excluded customers listed in Annex 1 (Revised List of Non-Excluded Obligors) to this Notice; and

 

b.              that the entities currently listed in Schedule 2 (Approved Obligors with non-standard payment terms) (including any amendment to that list effected by any previous notice (substantially in the form of this Notice) signed by all the parties hereto) be replaced with the entities listed in Annex 2 (Revised List of Obligors with non-standard payment terms) to this Notice.

 

3.              The German Originator, in its capacities as Seller under the German RPA and as a Sub-Servicer under the Servicing Agreement hereby consents to and acknowledges the amendments to the Third Amendment outlined in paragraph 2 of this Notice.

 

4.              By acknowledging and agreeing to this Notice by countersigning in the space provided below, the Administrative Agent and each Purchaser Agent consents to and acknowledges the amendments to the Third Amendment outlined in paragraph 2 of this Notice.

 

Sch-7











 

5.              The amendments to the Third Amendment outlined in paragraph 2 of this Notice shall take effect when the Administrative Agent confirms to the Seller that it has received all the signature pages of this Notice countersigned by each Purchaser Agent.  In all other respects, the provisions contained in the Third Amendment shall remain unchanged and in full force and effect.

 

 

Yours sincerely,

 

	
BUNGE SECURITIZATION B.V.
    	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
BUNGE FINANCE B.V.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
BUNGE LIMITED
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    


 

Sch-8











 

	
 
    	
CONSENTED TO AND   ACKNOWLEDGED:
    
	
 
    	
 
    	
 
    
	
 
    	
WALTER RAU LEBENSMITTELWERKE GMBH, as German Originator and a Sub-Servicer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CONSENTED TO AND AGREED:
    
	
 
    	
 
    	
 
    
	
 
    	
COÖPERATIEVE CENTRALE   RAIFFEISEN-BOERENLEENBANK B.A., as Administrative Agent and Purchaser   Agent
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
Eugene van Esveld
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CREDIT   AGRICOLE CORPORATE & INVESTMENT BANK, as Purchaser Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

Sch-9











 

	
 
    	
HSBC BANK PLC, as Purchaser Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
BNP   PARIBAS, LONDON BRANCH, as Purchaser Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

Sch-10











 

ANNEX 1

 

REVISED LIST OF NON-EXCLUDED OBLIGORS

 

[TO BE PROVIDED]

 

Sch-11











 

ANNEX 2

 

REVISED LIST OF APPROVED OBLIGORS WITH NON-STANDARD PAYMENT TERMS

 

[TO BE PROVIDED]

 

Sch-12












 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

 

	
 
    	
BUNGE SECURITIZATION B.V.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ L.F.S. Bagchus
    
	
 
    	
 
    	
Name: L.F.S.   Bagchus
    
	
 
    	
 
    	
Title:   Proxy holder
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ B.M. van   Beneden
    
	
 
    	
 
    	
Name: B.M. van   Beneden
    
	
 
    	
 
    	
Title:   Proxy holder
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BUNGE FINANCE B.V.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ J.J. Kloet
    
	
 
    	
 
    	
Name: J.J. Kloet
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ A.J. de Lange
    
	
 
    	
 
    	
Name: A.J. de Lange
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BUNGE LIMITED
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Carla Heiss
    
	
 
    	
 
    	
Name: Carla Heiss
    
	
 
    	
 
    	
Title:   Assistant General Counsel and Assistant Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Premchand   Kanneganti
    
	
 
    	
 
    	
Name: Premchand   Kanneganti
    
	
 
    	
 
    	
Title:   Treasurer
    


 

[Signature to Third Amendment to Receivables Transfer Agreement]

 

S-1











 

	
 
    	
CONSENTED TO AND AGREED:
    
	
 
    	
 
    	
 
    
	
 
    	
COÖPERATIEVE CENTRALE   RAIFFEISEN-BOERENLEENBANK B.A., as Administrative Agent and Purchaser   Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Marco   Roddenhof
    
	
 
    	
 
    	
Name: Marco Roddenhof
    
	
 
    	
 
    	
Title:   Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Bjorn Alink
    
	
 
    	
 
    	
Name: Bjorn Alink
    
	
 
    	
 
    	
Title:   Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CREDIT AGRICOLE   CORPORATE & INVESTMENT BANK, as Purchaser Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ C. Boband
    
	
 
    	
 
    	
Name: C. Boband
    
	
 
    	
 
    	
Title:   Executive Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ F. Mazet
    
	
 
    	
 
    	
Name: Frederic   Mazet
    
	
 
    	
 
    	
Title:   Executive Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
HSBC BANK PLC, as Purchaser Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Nigel Batley
    
	
 
    	
 
    	
Name: Nigel Batley
    
	
 
    	
 
    	
Title:   Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BNP PARIBAS, LONDON BRANCH, as Purchaser Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Baptiste   Ranjard
    
	
 
    	
 
    	
Name: Baptiste   Ranjard
    
	
 
    	
 
    	
Title:   Attorney
    


 

[Signature to Third Amendment to Receivables Transfer Agreement]

 

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Third Amendment to Receivables Transfer Agreement
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
CONSENTED TO AND   ACKNOWLEDGED:
    
	
 
    	
 
    	
 
    
	
 
    	
WALTER RAU LEBENSMITTELWERKE GMBH, as German Originator and a Sub-Servicer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Manfred   Hübschmann
    
	
 
    	
 
    	
Name: Manfred   Hübschmann
    
	
 
    	
 
    	
Title:   Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Thomas   Hussweiler
    
	
 
    	
 
    	
Name: Thomas   Hussweiler
    
	
 
    	
 
    	
Title:   Managing Director
    


 

S-3