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As Of Filer Filing For·On·As Docs:Size 2/23/18 Bungeltd 10-K 12/31/17 138:23M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.73M 2: EX-10.15 Material Contract HTML 90K 3: EX-10.16 Material Contract HTML 91K 4: EX-10.41 Material Contract HTML 59K 6: EX-21.1 Subsidiaries List HTML 67K 7: EX-23.1 Consent of Experts or Counsel HTML 36K 5: EX-12.1 Statement re: Computation of Ratios HTML 50K 8: EX-31.1 Certification -- §302 - SOA'02 HTML 42K 9: EX-31.2 Certification -- §302 - SOA'02 HTML 42K 10: EX-32.1 Certification -- §906 - SOA'02 HTML 36K 11: EX-32.2 Certification -- §906 - SOA'02 HTML 36K 18: R1 Document and Entity Information HTML 63K 19: R2 Consolidated Statements of Income HTML 117K 20: R3 Consolidated Statements of Comprehensive Income HTML 67K (Loss) 21: R4 Consolidated Statements of Comprehensive Income HTML 46K (Loss) (Parenthetical) 22: R5 Consolidated Balance Sheets HTML 131K 23: R6 Consolidated Balance Sheets (Parenthetical) HTML 62K 24: R7 Consolidated Statements of Cash Flows HTML 161K 25: R8 Consolidated Statements of Changes in Equity and HTML 124K Redeemable Noncontrolling Interests 26: R9 Nature of Business, Basis of Presentation, and HTML 95K Significant Accounting Policies 27: R10 Global Competitiveness Program HTML 65K 28: R11 Business Acquisitions and Dispositions HTML 46K 29: R12 Trade Structured Finance Program HTML 57K 30: R13 Inventories HTML 53K 31: R14 Other Current Assets HTML 70K 32: R15 Property, Plant and Equipment HTML 54K 33: R16 Goodwill HTML 106K 34: R17 Other Intangible Assets HTML 59K 35: R18 Impairments HTML 108K 36: R19 Investments in Affiliates HTML 43K 37: R20 Other Non-Current Assets HTML 95K 38: R21 Other Current Liabilities HTML 45K 39: R22 Income Taxes HTML 181K 40: R23 Financial Instruments and Fair Value Measurements HTML 401K 41: R24 Short-Term Debt and Credit Facilities HTML 50K 42: R25 Long-Term Debt and Credit Facilities HTML 91K 43: R26 Trade Receivables Securitization Program HTML 61K 44: R27 Employee Benefit Plans HTML 292K 45: R28 Related Party Transactions HTML 44K 46: R29 Commitments and Contingencies HTML 90K 47: R30 Redeemable Noncontrolling Interests HTML 37K 48: R31 Equity HTML 98K 49: R32 Earnings Per Common Share HTML 97K 50: R33 Share-Based Compensation HTML 93K 51: R34 Lease Commitments HTML 57K 52: R35 Segment Information HTML 294K 53: R36 Quarterly Financial Information (Unaudited) HTML 144K 54: R37 Schedule Ii-Valuation and Qualifying Accounts HTML 106K 55: R38 Nature of Business, Basis of Presentation, and HTML 156K Significant Accounting Policies (Policies) 56: R39 Nature of Business, Basis of Presentation, and HTML 39K Significant Accounting Policies (Tables) 57: R40 Global Competitiveness Program (Tables) HTML 63K 58: R41 Trade Structured Finance Program (Tables) HTML 53K 59: R42 Inventories (Tables) HTML 52K 60: R43 Other Current Assets (Tables) HTML 70K 61: R44 Property, Plant and Equipment (Tables) HTML 51K 62: R45 Goodwill (Tables) HTML 105K 63: R46 Other Intangible Assets (Tables) HTML 56K 64: R47 Impairments (Tables) HTML 102K 65: R48 Other Non-Current Assets (Tables) HTML 96K 66: R49 Other Current Liabilities (Tables) HTML 45K 67: R50 Income Taxes (Tables) HTML 181K 68: R51 Financial Instruments and Fair Value Measurements HTML 445K (Tables) 69: R52 Short-Term Debt and Credit Facilities (Tables) HTML 46K 70: R53 Long-Term Debt and Credit Facilities (Tables) HTML 87K 71: R54 Trade Receivables Securitization Program (Tables) HTML 56K 72: R55 Employee Benefit Plans (Tables) HTML 294K 73: R56 Commitments and Contingencies (Tables) HTML 88K 74: R57 Equity (Tables) HTML 89K 75: R58 Earnings Per Common Share (Tables) HTML 96K 76: R59 Share-Based Compensation (Tables) HTML 85K 77: R60 Lease Commitments (Tables) HTML 55K 78: R61 Segment Information (Tables) HTML 300K 79: R62 Quarterly Financial Information (Unaudited) HTML 145K (Tables) 80: R63 Nature of Business, Basis of Presentation, and HTML 82K Significant Accounting Policies (Details) 81: R64 Global Competitiveness Program - 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Exhibit |
Dated May 31, 2017 |
(1) BUNGE SECURITIZATION B.V., as Seller (2) KONINKLIJKE BUNGE B.V., as Master Servicer (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 and Purchaser Agent (7) BUNGE LIMITED, as Performance Undertaking Provider |
ELEVENTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT |
Clause | Page | ||
1. | Definitions
and interpretation | 1 | |
2. | Amendment of the Receivables Transfer Agreement | 2 | |
3. | Representations | 5 | |
4. | Italian Receivables Purchase Agreement | 5 | |
5. | Continuance | 7 | |
6. | Further
Assurance | 7 | |
7. | Conditions Precedent | 7 | |
8. | Notices, etc | 7 | |
9. | Execution in counterparts | 7 | |
10. | Governing
law; submission to jurisdiction | 7 | |
11. | No proceeding; limited recourse | 8 |
(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”); |
(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”); and |
(7) | BUNGE LIMITED, a company formed under the laws of Bermuda, as Performance Undertaking Provider (the “Performance Undertaking Provider”), |
(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 and on October
11, 2016) 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. |
(C) | This Amendment is a Transaction Document as defined in the Receivables Transfer Agreement. |
1. | DEFINITIONS
AND INTERPRETATION |
2. | AMENDMENT
OF THE RECEIVABLES TRANSFER AGREEMENT |
Obligor’s
Short-Term Debt Rating (S&P/Moody’s) | Obligor’s Long-Term Debt Rating (S&P/Moody’s) | Obligor Concentration Factor |
A-1+/P-1 | AA/Aa2 or better | Loss Reserve Floor |
A-1/P-1 | AA- to A+/Aa3 to A1 | Loss Reserve Floor |
A-2/P-2 or better (but less than A-1/P-1) | A to BBB+/A2 to Baa1 | Loss
Reserve Floor/2 |
A-3/P-3 or better (but less than A-2/P-2) | BBB to BBB-/Baa2 to Baa3 | Loss Reserve Floor/3 |
Lower than A-3/P-3 or no Debt Rating | Lower than BBB-/Baa3 or no Debt Rating | Loss Reserve Floor/5 |
3. | REPRESENTATIONS |
4. | ITALIAN RECEIVABLES PURCHASE AGREEMENT |
4.1 | The
Parties hereby agree that, with effect from the date of the 2017 Italian RPA (as defined below), unless the context requires otherwise: |
(a) | 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 31, 2017 (the “2017 Italian RPA”), among the Italian Originators, the Italian Seller Agent and the Italian Intermediate Transferor; |
(b) | 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: |
(i) | the deed of pledge over the Italian Collection Accounts held with Unicredit SpA and Banca Nazionale del Lavoro 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 |
(ii) | 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 2017 Deed of Acknowledgment and Extension; |
(c) | any reference to Exhibits D and E to the Servicing Agreement shall be deemed to be a reference to Exhibits D and E to this Amendment (and not, for the avoidance of doubt, to Exhibits A and B to the Seventh Amendment to and Restatement of the Receivables Transfer Agreement dated May 22, 2015). |
4.2 | In
addition, the Parties hereby consent to the 2017 Italian RPA. |
5. | CONTINUANCE |
6. | FURTHER ASSURANCE |
7. | CONDITIONS PRECEDENT |
(a) | The
Administrative Agent shall have received counterparts of this Amendment duly executed by each of the Parties (the “Amendment Effective Date”). |
8. | NOTICES, ETC. |
9. | EXECUTION IN COUNTERPARTS |
10. | 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. |
11. | 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 |
(b) | No
recourse under any obligation, covenant or agreement of any 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 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 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 Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such 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 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. |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/23/18 | |||
For Period end: | 12/31/17 | 11-K, ARS, DEF 14A | ||
5/31/17 | ||||
10/11/16 | ||||
6/30/16 | 10-Q, UPLOAD | |||
5/26/16 | 4, 8-K | |||
5/22/15 | ||||
6/1/11 | 4, 8-K | |||
List all Filings |
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 2/19/21 Bunge Ltd. 10-K 12/31/20 151:27M 10/31/18 SEC UPLOAD¶ 11/30/18 2:36K Bunge Ltd. 9/17/18 SEC UPLOAD¶ 11/30/18 2:163K Bunge Ltd. 8/01/18 SEC UPLOAD¶ 11/30/18 2:168K Bunge Ltd. |