BUNGE LIMITED FINANCE CORP., as Issuer BUNGE LIMITED, as Guarantor AND THE BANK OF NEW YORK, as Trustee 7.80% Senior Notes Due 2012 INDENTURE Dated as of October 15, 2002Indenture • May 5th, 2003 • Bunge LTD • Fats & oils • New York
INDENTURE dated as of October 15, 2002, among BUNGE LIMITED FINANCE CORP., a Delaware corporation (the “Company”), as issuer, BUNGE LIMITED, a company incorporated under the laws of Bermuda with limited liability (the “Guarantor”), as guarantor, and THE BANK OF NEW YORK, a New York banking corporation (the “Trustee”), as trustee.
CONTRIBUTION AGREEMENT SOLAE HOLDINGS LLCContribution Agreement • May 5th, 2003 • Bunge LTD • Fats & oils • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the Effective Time by and between Central Soya Company, Inc., an Indiana corporation (“Contributing Member”), and Solae Holdings LLC, a Delaware limited liability company (the “Company”). This Agreement, the Amended and Restated Limited Liability Company Agreement of the Company of an even date herewith by and among E.I. du Pont de Nemours and Company (“DuPont”), Contributing Member and the Company (the “LLC Agreement”) and the Indemnity Agreement of an even date herewith by and between DuPont and the Company are entered into and shall be effective simultaneously with each other as of the date hereof. Capitalized terms not defined where they appear in the text of this Agreement are defined in Article I hereof. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the LLC Agreement.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLAE HOLDINGS LLC DATED AS OF APRIL 1, 2003Limited Liability Company Agreement • May 5th, 2003 • Bunge LTD • Fats & oils • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Solae Holdings LLC, a Delaware limited liability company, is entered into as of the Effective Time, by and among E.I. du Pont de Nemours and Company, a Delaware corporation, Central Soya Company, Inc., an Indiana corporation and Solae Holdings LLC. Each of DuPont and Central Soya is identified as a Member on Exhibit A attached hereto and made a part hereof and has caused a counterpart of this Agreement to be executed as a Member pursuant to the provisions of the Act.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 5th, 2003 • Bunge LTD • Fats & oils • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Time, by and between Bunge Limited, a Bermuda corporation, (“Seller”), and Solae Holdings LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the LLC Agreement.
