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Bungeltd – ‘10-K’ for 12/31/20 – ‘EX-10.12’

On: Friday, 2/19/21, at 2:45pm ET · For: 12/31/20 · Accession #: 1144519-21-6 · File #: 1-16625

Previous ‘10-K’: ‘10-K’ on 2/21/20 for 12/31/19 · Next: ‘10-K’ on 2/24/22 for 12/31/21 · Latest: ‘10-K’ on 2/24/23 for 12/31/22 · 36 References:

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

 2/19/21  Bungeltd                          10-K       12/31/20  151:27M

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.62M 
 2: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     70K 
 3: EX-10.1     Material Contract                                   HTML    330K 
 4: EX-10.12    Material Contract                                   HTML     79K 
 5: EX-10.13    Material Contract                                   HTML     91K 
 6: EX-10.14    Material Contract                                   HTML     64K 
 7: EX-10.16    Material Contract                                   HTML     71K 
 8: EX-10.17    Material Contract                                   HTML     72K 
 9: EX-10.21    Material Contract                                   HTML     56K 
10: EX-10.27    Material Contract                                   HTML    506K 
11: EX-10.29    Material Contract                                   HTML    325K 
12: EX-21.1     Subsidiaries List                                   HTML     67K 
13: EX-23.1     Consent of Expert or Counsel                        HTML     37K 
14: EX-31.1     Certification -- §302 - SOA'02                      HTML     41K 
15: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
16: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
17: EX-32.2     Certification -- §906 - SOA'02                      HTML     38K 
24: R1          Cover Page                                          HTML    101K 
25: R2          Consolidated Statements of Income                   HTML    151K 
26: R3          Consolidated Statements of Comprehensive Income     HTML     72K 
                (Loss)                                                           
27: R4          Consolidated Statements of Comprehensive Income     HTML     47K 
                (Loss) (Parenthetical)                                           
28: R5          Consolidated Balance Sheets                         HTML    150K 
29: R6          Consolidated Balance Sheets (Parenthetical)         HTML     65K 
30: R7          Consolidated Statements of Cash Flows               HTML    160K 
31: R8          Consolidated Statements of Changes in Equity and    HTML    133K 
                Redeemable Noncontrolling Interests                              
32: R9          Consolidated Statements of Changes in Equity and    HTML     41K 
                Redeemable Noncontrolling Interests                              
                (Parentheticals)                                                 
33: R10         Nature of Business, Basis of Presentation, and      HTML    115K 
                Significant Accounting Policies                                  
34: R11         Portfolio Rationalization Initiatives               HTML     80K 
35: R12         Trade Structured Finance Program                    HTML     41K 
36: R13         Trade Accounts Receivable and Trade Receivables     HTML     81K 
                Securitization Program                                           
37: R14         Inventories                                         HTML     50K 
38: R15         Other Current Assets                                HTML     67K 
39: R16         Property, Plant and Equipment                       HTML     52K 
40: R17         Goodwill                                            HTML    110K 
41: R18         Other Intangible Assets                             HTML     58K 
42: R19         Impairments                                         HTML     41K 
43: R20         Investments in Affiliates                           HTML     66K 
44: R21         Other Non-Current Assets                            HTML     88K 
45: R22         Other Current Liabilities                           HTML     60K 
46: R23         Income Taxes                                        HTML    150K 
47: R24         Fair Value Measurements                             HTML    187K 
48: R25         Derivative Instruments and Hedging Activities       HTML    167K 
49: R26         Short-Term Debt and Credit Facilities               HTML     53K 
50: R27         Long-Term Debt and Credit Facilities                HTML     75K 
51: R28         Employee Benefit Plans                              HTML    243K 
52: R29         Related Party Transactions                          HTML     42K 
53: R30         Commitments and Contingencies                       HTML     71K 
54: R31         Other Non-Current Liabilities                       HTML     49K 
55: R32         Redeemable Noncontrolling Interests                 HTML     40K 
56: R33         Equity                                              HTML     81K 
57: R34         Earnings Per Common Share                           HTML     80K 
58: R35         Share-Based Compensation                            HTML     81K 
59: R36         Leases                                              HTML     72K 
60: R37         Segment Information                                 HTML    250K 
61: R38         Quarterly Financial Information (Unaudited)         HTML     99K 
62: R39         Schedule Ii-Valuation and Qualifying Accounts       HTML     85K 
63: R40         Nature of Business, Basis of Presentation, and      HTML    200K 
                Significant Accounting Policies (Policies)                       
64: R41         Nature of Business, Basis of Presentation, and      HTML     61K 
                Significant Accounting Policies (Tables)                         
65: R42         Portfolio Rationalization Initiatives (Tables)      HTML     76K 
66: R43         Trade Accounts Receivable and Trade Receivables     HTML     72K 
                Securitization Program (Tables)                                  
67: R44         Inventories (Tables)                                HTML     51K 
68: R45         Other Current Assets (Tables)                       HTML     68K 
69: R46         Property, Plant and Equipment (Tables)              HTML     51K 
70: R47         Goodwill (Tables)                                   HTML    108K 
71: R48         Other Intangible Assets (Tables)                    HTML     58K 
72: R49         Investments in Affiliates (Tables)                  HTML     56K 
73: R50         Other Non-Current Assets (Tables)                   HTML     89K 
74: R51         Other Current Liabilities (Tables)                  HTML     59K 
75: R52         Income Taxes (Tables)                               HTML    157K 
76: R53         Fair Value Measurements (Tables)                    HTML    229K 
77: R54         Derivative Instruments and Hedging Activities       HTML    162K 
                (Tables)                                                         
78: R55         Short-Term Debt and Credit Facilities (Tables)      HTML     47K 
79: R56         Long-Term Debt and Credit Facilities (Tables)       HTML     78K 
80: R57         Employee Benefit Plans (Tables)                     HTML    235K 
81: R58         Commitments and Contingencies (Tables)              HTML     69K 
82: R59         Other Non-Current Liabilities (Tables)              HTML     49K 
83: R60         Equity (Tables)                                     HTML     76K 
84: R61         Earnings Per Common Share (Tables)                  HTML     80K 
85: R62         Share-Based Compensation (Tables)                   HTML     77K 
86: R63         Leases (Tables)                                     HTML     69K 
87: R64         Segment Information (Tables)                        HTML    235K 
88: R65         Quarterly Financial Information (Unaudited)         HTML     99K 
                (Tables)                                                         
89: R66         Nature of Business, Basis of Presentation, and      HTML     69K 
                Significant Accounting Policies - Additional                     
                Information (Details)                                            
90: R67         Nature of Business, Basis of Presentation, and      HTML     46K 
                Significant Accounting Policies - Cash, Cash                     
                Equivalents and Restricted Cash Reconciliation                   
                (Details)                                                        
91: R68         Portfolio Rationalization Initiatives -             HTML    156K 
                Composition of Assets and Liabilities Held for                   
                Sale (Details)                                                   
92: R69         Trade Structured Finance Program (Details)          HTML     47K 
93: R70         TRADE ACCOUNTS RECEIVABLE AND TRADE RECEIVABLES     HTML     60K 
                SECURITIZATION PROGRAM - Allowance Rollforward                   
                (Details)                                                        
94: R71         TRADE ACCOUNTS RECEIVABLE AND TRADE RECEIVABLES     HTML     63K 
                SECURITIZATION PROGRAM - Trade Receivables                       
                Securitization Program (Details)                                 
95: R72         Inventories (Details)                               HTML     56K 
96: R73         Other Current Assets - Components of Other Current  HTML     67K 
                Assets (Details)                                                 
97: R74         Other Current Assets - Marketable Securities and    HTML     52K 
                Other Short-Term Investments (Details)                           
98: R75         Property, Plant and Equipment (Details)             HTML     62K 
99: R76         Goodwill (Details)                                  HTML     88K 
100: R77         Other Intangible Assets (Details)                   HTML     79K  
101: R78         Impairments - Charges (Details)                     HTML     81K  
102: R79         Investments in Affiliates - Narrative (Details)     HTML     85K  
103: R80         Investments in Affiliates - Summarized Financial    HTML     95K  
                Information (Details)                                            
104: R81         Other Non-Current Assets - Composition (Details)    HTML     62K  
105: R82         Other Non-Current Assets - Receivables From         HTML     61K  
                Farmers in Brazil (Details)                                      
106: R83         Other Non-Current Assets - Allowance for Doubtful   HTML     50K  
                Accounts (Details)                                               
107: R84         Other Current Liabilities (Details)                 HTML     64K  
108: R85         Income Taxes - Components (Details)                 HTML     70K  
109: R86         Income Taxes - Income Tax Rate Reconciliation       HTML     84K  
                (Details)                                                        
110: R87         Income Taxes - Deferred Tax Assets and Liabilities  HTML     79K  
                (Details)                                                        
111: R88         Income Taxes - Narrative (Details)                  HTML     84K  
112: R89         Income Taxes - Reconciliation of Unrecognized Tax   HTML     55K  
                Benefits (Details)                                               
113: R90         Fair Value Measurements - Assets and Liabilities    HTML    128K  
                at Fair Value (Details)                                          
114: R91         Fair Value Measurements - Reconciliation for        HTML    133K  
                Assets and Liabilities Measure at Fair Value Using               
                Level 3 (Details)                                                
115: R92         Derivative Instruments and Hedging Activities -     HTML    116K  
                Derivative Positions (Details)                                   
116: R93         Derivative Instruments and Hedging Activities -     HTML     92K  
                Effect of Derivative Instruments (Details)                       
117: R94         Short-Term Debt and Credit Facilities - Summary     HTML     54K  
                (Details)                                                        
118: R95         Short-Term Debt and Credit Facilities - Narrative   HTML     96K  
                (Details)                                                        
119: R96         Long-Term Debt and Credit Facilities - Outstanding  HTML     85K  
                (Details)                                                        
120: R97         Long-Term Debt and Credit Facilities - Fair Value   HTML     44K  
                (Details)                                                        
121: R98         Long-Term Debt and Credit Facilities - Activity     HTML     71K  
                (Details)                                                        
122: R99         Long-Term Debt and Credit Facilities - Principal    HTML     58K  
                Maturities (Details)                                             
123: R100        Employee Benefit Plans - Narrative (Details)        HTML     98K  
124: R101        Employee Benefit Plans - Periodic Benefit Costs     HTML     90K  
                and Assumptions (Details)                                        
125: R102        Employee Benefit Plans - Changes in Obligations,    HTML    129K  
                Assets and Funded Status (Details)                               
126: R103        Employee Benefit Plans - Projected and Accumulated  HTML     55K  
                Benefit Obligations (Details)                                    
127: R104        Employee Benefit Plans - Plan Assets and Future     HTML    110K  
                Payments (Details)                                               
128: R105        Related Party Transactions (Details)                HTML     53K  
129: R106        Commitments and Contingencies (Details)             HTML    105K  
130: R107        Other Non-Current Liabilities (Details)             HTML     48K  
131: R108        Redeemable Noncontrolling Interests (Details)       HTML     43K  
132: R109        Equity - Share Repurchase Program (Details)         HTML     45K  
133: R110        Equity - Cumulative Convertible Perpetual           HTML     69K  
                Preference Shares (Details)                                      
134: R111        Equity - Aoci (Details)                             HTML     80K  
135: R112        Earnings Per Common Share (Details)                 HTML    129K  
136: R113        Share-Based Compensation (Details)                  HTML    175K  
137: R114        Leases - Narrative (Details)                        HTML     57K  
138: R115        Leases - Components of Lease Expense (Details)      HTML     48K  
139: R116        Leases - Supplemental Cash Flow Information         HTML     43K  
                (Details)                                                        
140: R117        Leases - Maturities of Lease Liabilities (Details)  HTML     59K  
141: R118        Segment Information - Financial Information by      HTML    192K  
                Segment (Details)                                                
142: R119        Segment Information - Net Income to Segment Ebit    HTML     69K  
                (Details)                                                        
143: R120        Segment Information - Sales by Product Group        HTML     62K  
                (Details)                                                        
144: R121        Segment Information - Geographic Area Information   HTML     78K  
                (Details)                                                        
145: R122        Segment Information - Net Sales to External         HTML     73K  
                Customers (Details)                                              
146: R123        Quarterly Financial Information (Unaudited)         HTML     81K  
                (Details)                                                        
147: R124        Schedule Ii-Valuation and Qualifying Accounts       HTML     59K  
                (Details)                                                        
149: XML         IDEA XML File -- Filing Summary                      XML    268K  
23: XML         XBRL Instance -- bg-20201231_htm                     XML   7.24M 
148: EXCEL       IDEA Workbook of Financial Reports                  XLSX    230K  
19: EX-101.CAL  XBRL Calculations -- bg-20201231_cal                 XML    523K 
20: EX-101.DEF  XBRL Definitions -- bg-20201231_def                  XML   1.59M 
21: EX-101.LAB  XBRL Labels -- bg-20201231_lab                       XML   3.82M 
22: EX-101.PRE  XBRL Presentations -- bg-20201231_pre                XML   2.23M 
18: EX-101.SCH  XBRL Schema -- bg-20201231                           XSD    365K 
150: JSON        XBRL Instance as JSON Data -- MetaLinks              821±  1.22M  
151: ZIP         XBRL Zipped Folder -- 0001144519-21-000006-xbrl      Zip   1.11M

‘EX-10.12’ — Material Contract

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

<! C: C:

Document

EXHIBIT 10.12


Dated May 29, 2019
(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
FIFTEENTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT

Contents

Clause Page

1. Definitions and interpretation 1

2. Amendment of the Receivables Transfer Agreement 2

3. Representations 2

4. Italian Receivables Purchase Agreement 2

5. Continuance 3

6. Further Assurance 3

7. Conditions Precedent 4

8. Notices, etc 4

9. Execution in counterparts 4

10. Governing law; submission to jurisdiction 4

11. No proceeding; limited recourse 4

Exhibits

EXHIBIT A Schedule 2 (Address and Notice Information)

EXHIBIT B Schedule 5 (Facility Accounts and Account Banks)

EXHIBIT C Schedule 9 (Excluded Obligors)

EXHIBIT D-1 Exhibit D-1 (Form of Bunge Italia First Notice of Assignment)

EXHIBIT D-2 Exhibit D-2 (Form of Novaol First Notice of Assignment)

EXHIBIT E-1 Exhibit E-1 (Form of Bunge Italia Monthly Notice of Assignment)

EXHIBIT E-2 Exhibit E-2 (Form of Novaol Monthly Notice of Assignment)

THIS FIFTEENTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT (this “Amendment”) is dated May 29, 2019 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., 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 and February 19, 2019) 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 of the Receivables Transfer Agreement

With effect from the Amendment Effective Date (as such term is defined in Clause 7 (Conditions Precedent)), the Receivables Transfer Agreement shall be amended as follows:

(a) Schedule 2 (Address and Notice Information) shall be deleted and replaced with Exhibit A hereto.

(b) Schedule 5 (Facility Accounts and Account Banks) shall be deleted and replaced with Exhibit B hereto.

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.italian receivables purchase agreement

a.The Parties hereby agree that, with effect from the date of the 2019 Italian RPA (as defined below), unless the context requires otherwise:

(i)each reference to the “Italian RPA” in any Transaction Document to which they are party shall be deemed to be a reference to the Italian Receivables Purchase Agreement dated on or about May 29, 2019 (the “2019 Italian RPA”), among the Italian Originators, the Italian Seller Agent and the Italian Intermediate Transferor;

(ii)each reference to an “Italian Account Security Agreement” in any Transaction Document to which they are party shall be deemed to be a reference to each of:

(1)the deed of pledge over the Italian Collection Account held with Unicredit SpA dated 1 June 2011, among Bunge Italia S.p.A., a joint stock company organized under the laws of the Republic of Italy (“Bunge Italia”), the Seller, the Italian Intermediate Transferor and the Administrative Agent, as acknowledged and extended pursuant to a deed of acknowledgement and extension dated 3 June 2013, and as further acknowledged and extended pursuant to a deed of acknowledgment and extension dated on or

about 3 June 2015, and as further acknowledged and extended pursuant to a deed of acknowledgment and extension dated on or about 31 May 2017, and as to be further acknowledged and extended pursuant to a deed of acknowledgment and extension dated on or about May 29, 2019 (the “2019 Bunge Italia Deed of Acknowledgment and Extension”), among, inter alios, Bunge Italia, the Seller and the Administrative Agent;

(2)the deed of pledge over the Italian Collection Account held with the Citibank N.A., Milan branch dated on or about 3 June 2015, among Bunge Italia, the Seller, the Italian Intermediate Transferor and the Administrative Agent, as to be acknowledged and extended pursuant to the 2019 Bunge Italia Deed of Acknowledgment and Extension; and

(3)the deed of pledge over the Italian Collection Account held with Citibank N.A., Milan branch dated on or about 29 June 2017, among Novaol S.r.L., a limited liability company organized under the laws of the Republic of Italy (“Novaol”), the Seller, the Italian Intermediate Transferor and the Administrative Agent, as to be acknowledged and extended pursuant to a deed of acknowledgment and extension dated on or about May 29, 2019 (the “2019 Novaol Deed of Acknowledgment and Extension” and together with the 2019 Italian RPA and the 2019 Bunge Italia Deed of Acknowledgment and Extension, the “New Italian Finance Documents”), among, inter alios, Novaol, Bunge Italia, the Seller, the Italian Intermediate Transferor and the Administrative Agent;

(iii)any reference in any Transaction Document to Exhibit D to the Servicing Agreement shall be deemed to be a reference to Exhibit D-1 or Exhibit D-2, as applicable, to this Amendment (and not, for the avoidance of doubt, to Exhibit D to the Eleventh Amendment to the Receivables Transfer Agreement dated May 31, 2017);

(iv)any reference in any Transaction Document to Exhibit E to the Servicing Agreement shall be deemed to be a reference to Exhibit E-1 or Exhibit E-2, as applicable, to this Amendment (and not, for the avoidance of doubt, to Exhibit E to the Eleventh Amendment to the Receivables Transfer Agreement dated May 31, 2017); and

(v)the reference to Bunge Italia S.p.A. in Section 2.5(p) of the Servicing Agreement shall be deemed to be a reference to “Bunge Italia S.p.A. or Novaol, S.r.l., as applicable.”

It being understood and agreed among the Parties that the foregoing does not (i) affect or jeopardize in any way the effectiveness of the provisions and obligations set forth in the relevant Transaction Documents (including the original Italian law documents) with respect to the Italian RPA, the Italian Account Security Agreements, the deed of acknowledgement and extension dated 3 June 2013, the

deed of acknowledgement and extension dated 3 June 2015, or the deed of acknowledgment and extension dated 31 May 2017, which have not been expressly amended and/or replaced by the New Italian Finance Documents, or (ii) in any event prevent any Party from exercising and/or protecting its rights arising from the original Transaction Documents (including the Italian law documents) with respect to the Italian RPA and the Italian Account Security Agreements in accordance with the provisions set forth thereunder.

b.In addition, the Parties hereby consent to the 2019 Italian RPA.

5.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.

6.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.

7.conditions precedent

This Amendment shall become effective as of the date first written above upon the Administrative Agent’s receipt of counterparts of this Amendment duly executed by each of the Parties (the “Amendment Effective Date”).

8.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.

9.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.

10.Governing law; submission to jurisdiction

(i)This Amendment shall be governed by and construed in accordance with the law of the state of new york.

(ii)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.

11.NO PROCEEDING; LIMITED RECOURSE

(i)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 11, 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.

(ii)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/ G.J. Aarnoudse

Name: G.J. Aarnoudse

Title: Proxy Holder B

By: /s/ P. Mahabler

Name: P. Mahabler

Title: Proxy Holder A

Fifteenth Amendment to RTA

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

By:/s/ J.J. Kloet

Name: J.J. Kloet

Title: Director

By:/s/ A.J. de Lange

Name: A.J. de Lange

Title: Director

Fifteenth Amendment to RTA

BUNGE LIMITED, as Performance Undertaking Provider

By:/s/ Rajat Gupta

Name: Rajat Gupta

Title: Treasurer

By:/s/ David G. Kabbes

Name: David G. Kabbes

Title: Chief Legal Officer

Fifteenth Amendment to RTA

COÖPERATIEVE RABOBANK U.A., as Administrative Agent, Committed Purchaser, Purchaser Agent, Italian Intermediate Transferor and Hungarian Intermediate Transferor

By:/s/ R.J.W. Jansen

Name: R.J.W. Jansen

Title: Asset Based Finance

By: /s/ S. Aumpts

Name: S. Aumpts

Title: ED

Fifteenth Amendment to RTA

Crédit Agricole Corporate & INVESTMENT BANK, as Committed Purchaser and Purchaser Agent

By: /s/ Marie-Laure Lepont

Name: Marie-Laure Lepont

By: /s/ Édouard Legrand

Name: Édouard Legrand

Fifteenth Amendment to RTA

MUFG Bank, LTD. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as Committed Purchaser and Purchaser Agent

By:/s/ Andrew Pierce

Name: Andrew Pierce

Title: Director

Fifteenth Amendment to RTA

BNP PARIBAS, LONDON BRANCH, as Purchaser Agent

By:/s/ Hadrien Schmidt

Name: Hadrien Schmidt

Title: Authorized Signatory

Fifteenth Amendment to RTA

SIGNED for and on behalf of MATCHPOINT FINANCE PUBLIC LIMITED COMPANY by its lawfully appointed attorney

/s/ Alessandro Bortolin

in the presence of: Alessandro Bortolin

(Witness’ Signature)

[●]

(Witness’ Address)

Accountant

(Witness’ Occupation)

(Matchpoint Finance Public Limited Company

by its attorney Gerald Connell (Alternate Director)

Fifteenth Amendment to RTA

ALBION CAPITAL CORPORATION S.A., as Conduit Purchaser

By:/s/ Claudio Chirco

Name: Claudio Chirco

Title: Director

By: /s/ Luigi Maula

Name: Luigi Maula

Title: Director

Fifteenth Amendment to RTA

Exhibit A

Schedule 2

(Address and Notice Information)

See attached.

SCHEDULE 2

ADDRESS AND NOTICE INFORMATION

[●]

Exhibit B

Schedule 5

(Facility Accounts and Account Banks)

See attached.

SCHEDULE 5

Facility Accounts and Account Banks

[●]

Exhibit C

Schedule 9

(Excluded Obligors)

See attached.

SCHEDULE 9

Excluded Obligors

[●]

The following Obligors are Excluded Obligors:

[●]

Exhibit D-1

(Form of Bunge Italia First Notice of Assignment)

See attached.

[●]

Schedule 1

LIST OF THE RECEIVABLES

[PLEASE INSERT THE RELEVANT DETAILS OF THE RECEIVABLES]

Schedule 2

[●]

Exhibit D-2

(Form of Novaol First Notice of Assignment)

See attached.

[●]

Schedule 1

Schedule 2

[●]

Exhibit E-1

(Form of Bunge Italia Monthly Notice of Assignment)

See attached.

Exhibit E-2

(Form of Novaol Monthly Notice of Assignment)

See attached.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/19/21
For Period end:	12/31/20	11-K
	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

7 Subsequent Filings that Reference this Filing

  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
 5/11/21  Bunge Ltd.                        424B2       5/10/21    1:1.6M                                   Toppan Merrill/FA
 5/07/21  Bunge Ltd.                        424B3                  1:1.5M                                   Toppan Merrill/FA

29 Previous Filings that this Filing References

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

12/14/20  Bunge Ltd.                        8-K:1,2,9  12/11/20   13:424K
10/23/20  Bunge Ltd.                        8-K:1,2,9  10/22/20   14:1.7M
12/16/19  Bunge Ltd.                        8-K:1,2,7,912/16/19   16:2M
 7/31/19  Bunge Ltd.                        10-Q        6/30/19   95:16M
 4/26/19  Bunge Ltd.                        8-K:5,9     4/26/19    3:203K
 2/22/19  Bunge Ltd.                        10-K       12/31/18  141:23M
12/17/18  Bunge Ltd.                        8-K:1,2,9  12/14/18    6:2.2M                                   Shearman & Sterling LLP
 2/23/18  Bunge Ltd.                        10-K       12/31/17  138:23M
11/01/17  Bunge Ltd.                        10-Q        9/30/17   80:13M                                    Workiva Inc Wde… FA01/FA
 9/07/17  Bunge Ltd.                        8-K:1,2,9   9/07/17    3:729K                                   Shearman & Sterling LLP
 4/13/17  Bunge Ltd.                        DEF 14A    12/31/16    1:3.4M                                   Workiva Inc Wde… FA01/FA
 2/28/17  Bunge Ltd.                        10-K       12/31/16  140:28M                                    Toppan Merrill-FA
 7/28/16  Bunge Ltd.                        10-Q        6/30/16   81:14M                                    Toppan Merrill/FA
 4/15/16  Bunge Ltd.                        DEF 14A     5/25/16    1:3M                                     Toppan Merrill-FA
 4/11/14  Bunge Ltd.                        DEF 14A     5/23/14    1:2M                                     Toppan Merrill-FA
 2/28/14  Bunge Ltd.                        10-K       12/31/13  128:27M                                    Toppan Merrill-FA
 2/07/13  Bunge Ltd.                        8-K:5,9     2/07/13    4:367K                                   Toppan Merrill/FA
 8/01/12  Bunge Ltd.                        10-Q        6/30/12   83:18M                                    Toppan Merrill/FA
 2/27/12  Bunge Ltd.                        10-K       12/31/11  130:23M                                    Toppan Merrill-FA
11/09/11  Bunge Ltd.                        10-Q        9/30/11   84:21M                                    Toppan Merrill/FA
 8/09/11  Bunge Ltd.                        10-Q        6/30/11   89:26M                                    Toppan Merrill/FA
 3/01/11  Bunge Ltd.                        10-K       12/31/10  135:32M                                    Toppan Merrill-FA
 4/16/10  Bunge Ltd.                        DEF 14A     5/21/10    1:1.4M                                   Toppan Merrill-FA
 3/02/09  Bunge Ltd.                        10-K       12/31/08   18:3M                                     Toppan Merrill-FA
 8/11/08  Bunge Ltd.                        10-Q        6/30/08    7:1.9M                                   Toppan Merrill/FA
 3/03/08  Bunge Ltd.                        10-K       12/31/07   11:2.7M                                   Toppan Merrill-FA
11/20/06  Bunge Ltd.                        8-K:1,3,9  11/14/06    4:541K                                   Toppan Merrill/FA
 3/15/06  Bunge Ltd.                        10-K       12/31/05   12:4.3M                                   Toppan Merrill/FA
 7/13/01  Bunge Ltd.                        F-1                   15:1.2M                                   Toppan Merrill-FA2/FA

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Filing Submission 0001144519-21-000006 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bungeltd – ‘10-K’ for 12/31/20 – ‘EX-10.12’

On: Friday, 2/19/21, at 2:45pm ET · For: 12/31/20 · Accession #: 1144519-21-6 · File #: 1-16625

Annual Report — Form 10-KFiling Table of Contents

‘EX-10.12’ — Material Contract

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

Dates Referenced Herein and Documents Incorporated by Reference

7 Subsequent Filings that Reference this Filing

29 Previous Filings that this Filing References

Annual Report — Form 10-K
Filing Table of Contents