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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/01/12 Bungeltd 10-Q 6/30/12 83:18M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.52M
2: EX-10.1 Material Contract HTML 109K
3: EX-10.2 Material Contract HTML 51K
4: EX-10.3 Material Contract HTML 68K
5: EX-10.4 Material Contract HTML 55K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
57: R1 Document and Entity Information HTML 44K
45: R2 Condensed Consolidated Statements of Income HTML 100K
55: R3 Condensed Consolidated Statements of Comprehensive HTML 78K
Income (Loss)
59: R4 Condensed Consolidated Statements of Comprehensive HTML 37K
Income (Loss) (Parenthetical)
77: R5 Condensed Consolidated Balance Sheets HTML 159K
47: R6 Condensed Consolidated Balance Sheets HTML 57K
(Parenthetical)
54: R7 Condensed Consolidated Statements of Cash Flows HTML 155K
41: R8 Condensed Consolidated Statements of Changes in HTML 80K
Equity
31: R9 Basis of Presentation and Principles of HTML 29K
Consolidation
78: R10 New Accounting Pronouncements HTML 25K
61: R11 Business Acquisitions HTML 35K
60: R12 Inventories HTML 45K
66: R13 Other Current Assets HTML 53K
67: R14 Goodwill HTML 86K
64: R15 Investments in Affiliates HTML 30K
68: R16 Other Non-Current Assets HTML 123K
56: R17 Income Taxes HTML 33K
58: R18 Other Current Liabilities HTML 39K
63: R19 Financial Instruments and Fair Value Measurements HTML 723K
83: R20 Debt HTML 40K
73: R21 Trade Receivables Securitization Program HTML 34K
51: R22 Related Party Transactions HTML 30K
62: R23 Employee Benefit Plans HTML 132K
53: R24 Commitments and Contingencies HTML 56K
24: R25 Equity HTML 100K
74: R26 Transfers (To) From Noncontrolling Interests HTML 28K
80: R27 Earnings Per Common Share HTML 70K
36: R28 Segment Information HTML 277K
35: R29 Inventories (Tables) HTML 43K
39: R30 Other Current Assets (Tables) HTML 53K
40: R31 Goodwill (Tables) HTML 89K
42: R32 Other Non-Current Assets (Tables) HTML 116K
21: R33 Other Current Liabilities (Tables) HTML 36K
71: R34 Financial Instruments and Fair Value Measurements HTML 630K
(Tables)
49: R35 Debt (Tables) HTML 44K
52: R36 Employee Benefit Plans (Tables) HTML 124K
27: R37 Commitments and Contingencies (Tables) HTML 56K
82: R38 Equity (Tables) HTML 88K
16: R39 Earnings Per Common Share (Tables) HTML 68K
43: R40 Segment Information (Tables) HTML 272K
76: R41 Basis of Presentation and Principles of HTML 29K
Consolidations (Details)
26: R42 Business Acquisitions (Details) HTML 91K
34: R43 Inventories (Details) HTML 33K
38: R44 Other Current Assets (Details) HTML 65K
46: R45 Goodwill (Details) HTML 60K
20: R46 Investments in Affiliates (Details) HTML 52K
30: R47 Other Non-Current Assets (Details) HTML 72K
18: R48 Other Non-Current Assets (Details 2) HTML 40K
75: R49 Income Taxes (Details) HTML 29K
25: R50 Other Current Liabilities (Details) HTML 41K
72: R51 Financial Instruments and Fair Value Measurements HTML 82K
(Details)
28: R52 Financial Instruments and Fair Value Measurements HTML 63K
(Details 2)
44: R53 Financial Instruments and Fair Value Measurements HTML 51K
(Details 3)
17: R54 Financial Instruments and Fair Value Measurements HTML 63K
(Details 4)
19: R55 Debt (Details) HTML 39K
37: R56 Trade Receivables Securitization Program (Details) HTML 49K
23: R57 Related Party Transactions (Details) HTML 28K
79: R58 Employee Benefit Plans (Details) HTML 57K
48: R59 Commitments and Contingencies (Details) HTML 62K
65: R60 Equity (Details) HTML 31K
29: R61 Equity (Details 2) HTML 42K
32: R62 Transfers (To) From Noncontrolling Interests HTML 41K
(Details)
70: R63 Earnings Per Common Share (Details) HTML 76K
69: R64 Segment Information (Details) HTML 86K
50: R65 Segment Information (Details 2) HTML 46K
81: XML IDEA XML File -- Filing Summary XML 114K
33: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.35M
10: EX-101.INS XBRL Instance -- bg-20120630 XML 4.45M
12: EX-101.CAL XBRL Calculations -- bg-20120630_cal XML 224K
15: EX-101.DEF XBRL Definitions -- bg-20120630_def XML 936K
13: EX-101.LAB XBRL Labels -- bg-20120630_lab XML 2.48M
14: EX-101.PRE XBRL Presentations -- bg-20120630_pre XML 1.20M
11: EX-101.SCH XBRL Schema -- bg-20120630 XSD 199K
22: ZIP XBRL Zipped Folder -- 0001104659-12-053289-xbrl Zip 269K
Exhibit 10.4
Dated June 15, 2012
(1) BUNGE NORTH AMERICA CAPITAL, INC., as the Transferor
(2) BUNGE FINANCE B.V., as Transferor Agent
(3) BUNGE SECURITIZATION B.V., as the Transferee
(8) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., as Administrative Agent
FIRST AMENDMENT TO
U.S. INTERMEDIATE TRANSFER AGREEMENT
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1. |
DEFINITIONS AND INTERPRETATION |
1 |
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2. |
AMENDMENTS TO THE INTERMEDIATE TRANSFER AGREEMENT |
1 |
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3. |
REPRESENTATIONS |
2 |
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4. |
CONTINUANCE |
2 |
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5. |
FURTHER ASSURANCE |
3 |
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6. |
CONDITIONS PRECEDENT |
3 |
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7. |
EXECUTION IN COUNTERPARTS |
3 |
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8. |
GOVERNING LAW; SUBMISSION TO JURISDICTION |
3 |
THIS FIRST AMENDMENT TO THE U.S. INTERMEDIATE TRANSFER AGREEMENT (this “Amendment”) is dated June 15, 2012 and made between:
(1) BUNGE NORTH AMERICA CAPITAL, INC., a corporation organized under the laws of the State of Delaware (the “Transferor”);
(2) BUNGE FINANCE B.V., a private limited liability company organized under the laws of the Netherlands (the “Transferor Agent”);
(3) BUNGE SECURITIZATION B.V., a private limited liability company organized under the laws of the Netherlands (the “Transferee”); and
(4) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., as Administrative Agent (the “Administrative Agent”),
the Transferor, the Transferor Agent, the Transferee and the Administrative Agent are hereinafter collectively referred to as the “Parties” and each of them a “Party”.
BACKGROUND:
(A) The Parties to this Amendment have entered into a U.S. Intermediate Transfer Agreement dated June 1, 2011 (the “Intermediate Transfer Agreement”) and the Parties now wish to amend the Intermediate Transfer Agreement in accordance with this Amendment.
IT IS AGREED that:
1. DEFINITIONS AND INTERPRETATION
1.1 Intermediate Transfer Agreement
Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in Section 1.1 (Defined terms) of the Intermediate Transfer Agreement.
2. AMENDMENTS TO THE INTERMEDIATE TRANSFER AGREEMENT
The Parties hereby agree that, with effect from the date of this Amendment, the Intermediate Transfer Agreement shall be amended as follows:
(a) The last four sentences of Section 2.2(b) shall be amended in their entirety to read as follows:
In addition, the Transferor shall track all funds received by the Transferor from the Transferee as Advanced Purchase Prices and shall at no time permit any amounts received by the Transferor as an Advanced Purchase Price to be applied under the U.S. RPA to any Seller (as an “Advanced Purchase Price” under, and as defined in, the U.S. RPA) (which have not been applied to the Purchase Price for Acquired Receivables) in excess of 10% of the Unpaid Balance of Acquired Receivables that qualify as Eligible Receivables then outstanding with respect to such Seller under the U.S. RPA as set forth in the most-recent Portfolio Report; provided, that so long as the Applicable S&P Rating is not below “BBB-” (or
withdrawn or suspended) and the Applicable Moody’s Rating is not below “Baa3” (or withdrawn or suspended), then the determination as to whether the Advanced Purchase Price amounts with respect to each applicable Seller would exceed such 10% threshold may be made on a weekly basis (rather than daily in any other circumstance) on the fourth Business Day (or, if such calendar week has less than 4 Business Days, on the last Business Day) of such calendar week and any such determination shall remain in effect until the immediately succeeding date of determination. In the event that Collections on any date related to any Acquired Receivables previously sold by the Transferor to the Transferee are less than the aggregate Purchase Prices payable by the Transferee to the Transferor on such date, the Transferee may defer payment to the Transferor or the Seller Agent on behalf of Transferor in an amount equal to such shortfall (any such shortfall, a “Deferred Purchase Price”), which Deferred Purchase Price shall be payable on the earlier of the date the Transferee has funds available therefor pursuant to Section 2.2(d) below and the immediately following Settlement Date. In addition, the Transferor (or the Seller Agent on its behalf) shall track all such Deferred Purchase Price amounts and shall at no time permit the amount for any single Seller under the U.S. RPA to exceed 10% of the Unpaid Balance of Acquired Receivables that qualify as Eligible Receivables of such Seller as set forth in the most-recent Portfolio Report; provided, that so long as the Applicable S&P Rating is not below “BBB-” (or withdrawn or suspended) and the Applicable Moody’s Rating is not below “Baa3” (or withdrawn or suspended), then the determination as to whether the Deferred Purchase Price amounts with respect to each applicable Seller would exceed such 10% threshold may be made on a weekly basis (rather than daily in any other circumstance) on the fourth Business Day (or, if such calendar week has less than 4 Business Days, on the last Business Day) of such calendar week and any such determination shall remain in effect until the immediately succeeding date of determination. If at any time such 10% limitation would be exceeded and the Transferee does not otherwise have sufficient available funds to apply to such excess, the Transferee shall immediately request a Subordinated Loan under the Subordinated Loan Agreement and pay the Transferor or Transferor Agent on its behalf such excess.
3. REPRESENTATIONS
Each Seller 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 Intermediate Transfer Agreement, as such representations and warranties apply to such Person, is true and correct in all 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.
4. CONTINUANCE
The Parties hereby confirm that the provisions of the Intermediate Transfer Agreement shall continue in full force and effect, subject only to the amendments effected thereto by this Amendment.
5. FURTHER ASSURANCE
The Parties shall upon request of the Administrative Agent do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected by this Amendment. Each of the Parties thereto hereby ratifies and confirms each of the Transaction Documents to which it is a party.
6. CONDITIONS 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.
7. EXECUTION IN COUNTERPARTS
This Amendment may be executed in any number of 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 agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic file in a format that is accessible by the recipient shall be effective as delivery of a manually executed counterpart of this Amendment.
8. GOVERNING LAW; SUBMISSION TO JURISDICTION
(a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
(b) 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.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.
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BUNGE NORTH AMERICA CAPITAL, INC., as Transferor | ||
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By: |
/s/ Aaron L. Elliott | |
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Name: |
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Title: |
Treasurer | |
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BUNGE FINANCE B.V., as Transferor Agent | ||
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By: |
/s/ Steven Claassens | |
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Name: |
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Title: |
Director | |
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By: |
/s/ A.J. De Lange | |
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Name: |
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Title: |
Director | |
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BUNGE SECURITIZATION B.V., as a Transferee | ||
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By: |
/s/ J.W.P. Jansen | |
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Name: |
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Title: |
Proxy holder | |
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By: |
/s/ L.F.S. Bagchus | |
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Name: |
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Title: |
Proxy holder | |
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COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., as Administrative Agent | ||
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By: |
/s/ E. van Esveld | |
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Name: E. van Esveld | |
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Title: Director | |
[Signature to First Amendment to the U.S. Intermediate Transfer Agreement]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/1/12 | |||
| For Period end: | 6/30/12 | |||
| 6/15/12 | 8-K | |||
| 6/1/11 | 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/05/24 Bunge Global SA ARS 12/31/23 1:17M 2/22/24 Bunge Global SA 10-K 12/31/23 163:26M 3/31/23 Bunge Ltd. ARS 12/31/22 1:14M 2/24/23 Bunge Ltd. 10-K 12/31/22 155:28M 2/24/22 Bunge Ltd. 10-K 12/31/21 148:25M 2/19/21 Bunge Ltd. 10-K 12/31/20 151:27M |