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Bungeltd – ‘10-Q’ for 9/30/21 – ‘EX-10.8’

On: Wednesday, 10/27/21, at 4:20pm ET · For: 9/30/21 · Accession #: 1144519-21-208 · File #: 1-16625

  As Of               Filer                 Filing    For·On·As Docs:Size

10/27/21  Bungeltd                          10-Q        9/30/21   92:15M

Quarterly Report — Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.57M 
 2: EX-10.8     Material Contract                                   HTML     52K 
 3: EX-10.9     Material Contract                                   HTML    670K 
 4: EX-22.1     Published Report re: Matters Submitted to a Vote    HTML     28K 
                of Security Holders                                              
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     26K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     26K 
15: R1          Cover Page                                          HTML     77K 
16: R2          Condensed Consolidated Statements of Income (Loss)  HTML    122K 
                (Unaudited)                                                      
17: R3          Condensed Consolidated Statements of Comprehensive  HTML     65K 
                Income (Loss) (Unaudited)                                        
18: R4          Condensed Consolidated Statements of Comprehensive  HTML     32K 
                Income (Loss) (Unaudited) (Parenthetical)                        
19: R5          Condensed Consolidated Balance Sheets (Unaudited)   HTML    156K 
20: R6          Condensed Consolidated Balance Sheets (Unaudited)   HTML     53K 
                (Parenthetical)                                                  
21: R7          Condensed Consolidated Statements of Cash Flows     HTML    140K 
                (Unaudited)                                                      
22: R8          Condensed Consolidated Statements of Changes in     HTML    133K 
                Equity and Redeemable Noncontrolling Interests                   
                (Unaudited)                                                      
23: R9          Condensed Consolidated Statements of Changes in     HTML     29K 
                Equity and Redeemable Noncontrolling Interests                   
                (Unaudited) (Parenthetical)                                      
24: R10         Basis of Presentation, Principles of                HTML     39K 
                Consolidation, and Significant Accounting Policies               
25: R11         Accounting Pronouncements                           HTML     43K 
26: R12         Acquisitions and Dispositions                       HTML     30K 
27: R13         Trade Structured Finance Program                    HTML     30K 
28: R14         Trade Accounts Receivable and Trade Receivables     HTML     78K 
                Securitization Program                                           
29: R15         Inventories                                         HTML     37K 
30: R16         Other Current Assets                                HTML     54K 
31: R17         Other Non-Current Assets                            HTML     77K 
32: R18         Income Taxes                                        HTML     31K 
33: R19         Other Current Liabilities                           HTML     37K 
34: R20         Fair Value Measurements                             HTML    213K 
35: R21         Derivative Instruments and Hedging Activities       HTML    174K 
36: R22         Debt                                                HTML     47K 
37: R23         Related Party Transactions                          HTML     30K 
38: R24         Commitments and Contingencies                       HTML     54K 
39: R25         Other Non-Current Liabilities                       HTML     36K 
40: R26         Redeemable Noncontrolling Interest                  HTML     28K 
41: R27         Equity                                              HTML     78K 
42: R28         Earnings Per Common Share                           HTML     69K 
43: R29         Segment Information                                 HTML    252K 
44: R30         Basis of Presentation, Principles of                HTML     49K 
                Consolidation, and Significant Accounting Policies               
                (Policies)                                                       
45: R31         Basis of Presentation, Principles of                HTML     41K 
                Consolidation, and Significant Accounting Policies               
                (Tables)                                                         
46: R32         Trade Accounts Receivable and Trade Receivables     HTML     69K 
                Securitization Program (Tables)                                  
47: R33         Inventories (Tables)                                HTML     38K 
48: R34         Other Current Assets (Tables)                       HTML     55K 
49: R35         Other Non-Current Assets (Tables)                   HTML     77K 
50: R36         Other Current Liabilities (Tables)                  HTML     37K 
51: R37         Fair Value Measurements (Tables)                    HTML    296K 
52: R38         Derivative Instruments and Hedging Activities       HTML    170K 
                (Tables)                                                         
53: R39         Debt (Tables)                                       HTML     33K 
54: R40         Commitments and Contingencies (Tables)              HTML     54K 
55: R41         Other Non-Current Liabilities (Tables)              HTML     36K 
56: R42         Equity (Tables)                                     HTML     73K 
57: R43         Earnings Per Common Share (Tables)                  HTML     69K 
58: R44         Segment Information (Tables)                        HTML    249K 
59: R45         Basis of Presentation, Principles of                HTML     42K 
                Consolidation, and Significant Accounting Policies               
                - Reconciliation of Cash, Cash Equivalents, and                  
                Restricted Cash (Details)                                        
60: R46         Acquisitions and Dispositions (Details)             HTML     47K 
61: R47         Trade Structured Finance Program (Details)          HTML     36K 
62: R48         Trade Accounts Receivable and Trade Receivables     HTML     49K 
                Securitization Program - Rollforward of the                      
                Allowance for Credit Losses (Details)                            
63: R49         Trade Accounts Receivable and Trade Receivables     HTML     38K 
                Securitization Program - Narrative (Details)                     
64: R50         Trade Accounts Receivable and Trade Receivables     HTML     40K 
                Securitization Program - Consideration (Details)                 
65: R51         Inventories (Details)                               HTML     40K 
66: R52         Other Current Assets - Summary of Other Current     HTML     60K 
                Assets (Details)                                                 
67: R53         Other Current Assets - Marketable Securities and    HTML     42K 
                Other Short-Term Investments (Details)                           
68: R54         Other Non-Current Assets - Composition (Details)    HTML     52K 
69: R55         Other Non-Current Assets - Receivables From         HTML     46K 
                Farmers in Brazil and Allowance Amounts (Details)                
70: R56         Other Non-Current Assets - Allowance for Doubtful   HTML     40K 
                Accounts (Details)                                               
71: R57         Income Taxes (Details)                              HTML     29K 
72: R58         Other Current Liabilities (Details)                 HTML     41K 
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                at Fair Value (Details)                                          
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                Assets and Liabilities Measure at Fair Value Using               
                Level 3 (Details)                                                
75: R61         Derivative Instruments and Hedging Activities -     HTML    101K 
                Derivative Positions (Details)                                   
76: R62         Derivative Instruments and Hedging Activities -     HTML     81K 
                Effect of Derivative Instruments (Details)                       
77: R63         Debt (Details)                                      HTML    136K 
78: R64         RELATED PARTY TRANSACTIONS - Narrative (Details)    HTML     42K 
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80: R66         Other Non-Current Liabilities (Details)             HTML     36K 
81: R67         Redeemable Noncontrolling Interest (Details)        HTML     31K 
82: R68         Equity - Narrative (Details)                        HTML     38K 
83: R69         Equity - Aoci (Details)                             HTML     52K 
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85: R71         SEGMENT INFORMATION - Narrative (Details)           HTML     32K 
86: R72         Segment Information - Financial Information by      HTML    118K 
                Segment (Details)                                                
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                (Details)                                                        
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                Customers (Details)                                              
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‘EX-10.8’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Document

Exhibit 10.8


Dated October 6, 2021
(1) BUNGE SECURITIZATION B.V., as Seller (2) KONINKLIJKE BUNGE B.V., as Master Servicer and Subordinated Lender (3) The Conduit Purchasers party hereto (4) The Committed Purchasers party hereto (5) The Purchaser Agents party hereto (6) COÖPERATIEVE RABOBANK U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent and on behalf of its Conduit Purchaser (7) BUNGE LIMITED, as Performance Undertaking Provider
TWENTIETH AMENDMENT TO AND RESTATEMENT OF THE RECEIVABLES TRANSFER AGREEMENT

US_ACTIVE-161458472.4

CONTENTS

Clause Page

1. Definitions and interpretation..................................................................................1

2. Amendment of the Receivables Transfer Agreement..............................................2

3. Representations........................................................................................................2

4. Continuance.............................................................................................................5

5. Further Assurance....................................................................................................5

6. Conditions Precedent...............................................................................................5

7. Notices, etc...............................................................................................................6

8. Execution in counterparts........................................................................................7

9. Governing law; submission to jurisdiction..............................................................7

10. No proceeding; limited recourse..............................................................................7

Exhibits

EXHIBIT A Fifth Amended and Restated Receivables Transfer Agreement

THIS TWENTIETH AMENDMENT TO AND RESTATEMENT OF THE RECEIVABLES TRANSFER AGREEMENT (this “Amendment”) is dated October 6, 2021 and made among:

(1) BUNGE SECURITIZATION B.V., a private limited liability company organized under the laws of the Netherlands, as Seller (the “Seller”);

(2) KONINKLIJKE BUNGE B.V., a private limited liability company organized under the laws of the Netherlands, as Master Servicer (the “Master Servicer”) and Subordinated Lender (the “Subordinated Lender”);

(3) the Conduit Purchasers party hereto (the “Conduit Purchasers”);

(4) the Committed Purchasers party hereto (the “Committed Purchasers”);

(5) the Purchaser Agents party hereto (the “Purchaser Agents”);

(6) COÖPERATIEVE RABOBANK U.A. (“Rabobank”), as Administrative Agent (the “Administrative Agent”), Committed Purchaser and Purchaser Agent; and

(7) BUNGE LIMITED, a company formed under the laws of Bermuda, as Performance Undertaking Provider (the “Performance Undertaking Provider”),

collectively referred to as the “Parties” and each of them a “Party”.

BACKGROUND:

(A) This Amendment is supplemental to and amends the receivables transfer agreement dated June 1, 2011 (as amended and restated on May 26, 2016, as further amended on June 30, 2016, October 11, 2016, May 31, 2017, October 31, 2017, January 12, 2018, February 19, 2019, May 29, 2019, August 27, 2019, May 5, 2020, April 21, 2021 and May 17, 2021) made among the Parties to this Amendment (the “Receivables Transfer Agreement”).

(B) The Parties have agreed to further amend the Receivables Transfer Agreement on the terms set out below.

IT IS AGREED that:

1.DEFINITIONS AND INTERPRETATION

Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in Section 1.1 (Certain defined terms) of the Receivables Transfer Agreement. The principles of interpretation set forth in Section 1.2

(Other terms) and Section 1.3 (Computation of time periods) of the Receivables Transfer Agreement shall apply to this Amendment as if fully set forth herein.

2.AMENDMENT TO AND RESTATEMENT OF THE RECEIVABLES TRANSFER AGREEMENT

With effect from the Amendment Effective Date (as such term is defined in Section 9 (Conditions Precedent)), the Receivables Transfer Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Exhibit A (Fifth Amended and Restated Receivables Transfer Agreement).

3.REPRESENTATIONS

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 Receivables Transfer Agreement, as such representations and warranties apply to such Person, is true and correct in all material respects on and as of the Amendment Effective Date 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 Receivables Transfer Agreement and the other Transaction Documents 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, and at the cost of the Seller, 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 12:01 a.m. on October 18, 2021 upon the Administrative Agent’s receipt of the following, duly executed by all parties thereto (the “Amendment Effective Date”):

(a)this Amendment; and

(b)the Reaffirmation of Performance Undertaking, dated on or about the date hereof, made by the Performance Undertaking Provider for the benefit of the Administrative Agent.

7.NOTICES, ETC.

All communications and notices provided for hereunder shall be provided in the manner described in Schedule 2 (Address and Notice Information) to the Receivables Transfer Agreement.

8.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.

9.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.

10.NO PROCEEDING; LIMITED RECOURSE

(a)Each of the parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting this Section 10, if ever and until such time as any

Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser.

(b)No recourse under any obligation, covenant or agreement of any Committed Purchaser or Conduit Purchaser contained in this Amendment or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Committed Purchaser or Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and the other Transaction Documents are solely a corporate obligation of such Committed Purchaser or Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such Committed Purchaser or Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Committed Purchaser or Conduit Purchaser contained in this Amendment or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by such Committed Purchaser or Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Amendment; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

[Signature pages follow.]

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

BUNGE SECURITIZATION B.V., as Seller

By: /s/Sheila Razab-Sekh

Name: Sheila Razab-Sekh

Title: Proxy Holder A of Vistra B.V.

By: /s/ Folkert Bergsma

Name: Folkert Bersma

Title: Proxy B of Vistra

[Signature Page to Twenieth Amendment to and Restatement of Receivables Transfer Agreement]

KONINKLIJKE BUNGE B.V., as Master Servicer and Subordinated Lender

By: /s/ Jeroen Kloet

Name: Jeroen Kloet

Title: Director

By: /s/ Arrie de Lange

Name: Arrie de Lange

Title: Director

[Signature Page to Twenieth Amendment to and Restatement of Receivables Transfer Agreement]

BUNGE LIMITED, as Performance Undertaking Provider

By: /s/ Lisa Ware-Alexander

Name: Lisa Ware-Alexander

Title: Secretary

By: /s/ Rajat Gupta

Name: Raja Gupta

Title: Treasurer

[Signature Page to Twenieth Amendment to and Restatement of Receivables Transfer Agreement]

COÖPERATIEVE RABOBANK U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent

By: /s/ Huong Stive-Pham

Name: Huong Stive-Pham

Title: Director

By: /s/ Jop van der Sluis

Name: Jop van der Sluis

Title: Proxyholder

[Signature Page to Twenieth Amendment to and Restatement of Receivables Transfer Agreement]

NIEUW AMSTERDAM RECEIVABLES CORPORATION B.V., as Conduit Purchaser

By: /s/ Diederick Slotboom

Name: Diederick Slotboom

Title: Proxyholder, Intertrust Management BV (as director)

By: /s/ Peter van der Linden

Name: Peter van der Linden

Title: Proxyholder, Intertrust Management BV (as director)

[Signature Page to Twenieth Amendment to and Restatement of Receivables Transfer Agreement]

CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Committed Purchaser and Purchaser Agent

By: /s/ Marie-Laure LePont

Name: Marie-Laure Lepont

Title: Authorized Signatory

By: /s/ Edouard Legrand

Name: Edouard Legrand

Title: Managing Director

[Signature Page to Twenieth Amendment to and Restatement of Receivables Transfer Agreement]

BNP PARIBAS, LONDON BRANCH, as Purchaser Agent

By: /s/ Gianluca Sannipoli

Name: Gianluca Sannipoli

Title: Structurer

[Signature Page to Twenieth Amendment to and Restatement of Receivables Transfer Agreement]

MATCHPOINT FINANCE PLC, as Committed Purchaser and Conduit Purchaser

By: /s/ Lenka Lyons

Name: Lenka Lyons

Title: Director

[Signature Page to Twenieth Amendment to and Restatement of Receivables Transfer Agreement]

EXHIBIT A

Fifth Amended and Restated Receivables Transfer Agreement

See attached.

[Signature Page to Twenieth Amendment to and Restatement of Receivables Transfer Agreement]

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	10/27/21	3, 4, 8-K
	10/18/21
	10/6/21	8-K
For Period end:	9/30/21
	5/17/21	8-K
	4/21/21
	5/5/20
	8/27/19	4
	5/29/19	3
	2/19/19
	1/12/18
	10/31/17
	5/31/17
	10/11/16
	6/30/16	10-Q, UPLOAD
	5/26/16	4, 8-K
	6/1/11	8-K
		List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 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 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/19/21  Bunge Ltd.                        8-K:1,2,9   7/16/21   17:3.3M                                   Shearman & Sterling LLP
 3/23/21  Bunge Ltd.                        DEF 14A     5/05/21    1:4.5M

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Filing Submission 0001144519-21-000208 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bungeltd – ‘10-Q’ for 9/30/21 – ‘EX-10.8’

On: Wednesday, 10/27/21, at 4:20pm ET · For: 9/30/21 · Accession #: 1144519-21-208 · File #: 1-16625

Quarterly Report — Form 10-QFiling Table of Contents

‘EX-10.8’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

3 Subsequent Filings that Reference this Filing

2 Previous Filings that this Filing References

Quarterly Report — Form 10-Q

Filing Table of Contents