THIRD AMENDED AND RESTATED GUARANTYGuaranty • March 15th, 2006 • Bunge LTD • Fats & oils • New York
This Third Amended and Restated Guaranty (as amended, supplemented or otherwise modified in accordance with the terms hereof and in effect from time to time, this “Guaranty”) is made as of the 15th day of November, 2005 by Bunge Limited, a company incorporated under the laws of Bermuda (together with any successors or assigns permitted hereunder, “BL” or “Guarantor”) to JPMorgan Chase Bank, N.A. in its capacity as the administrative agent (together with its successors and assigns, the “Administrative Agent”) under the Third Amended and Restated Revolving Credit Agreement, dated as of November 15, 2005 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Credit Agreement”), among Bunge Limited Finance Corp., a Delaware corporation (“BLFC”), the Administrative Agent and the financial institutions from time to time party thereto (each a “Lender” and collectively, the “Lenders”), for the benefit of the Lenders. This Guaranty amends an
BUNGE LIMITED EQUITY INCENTIVE PLAN AWARD AGREEMENT – Notice of Performance- Based Restricted Stock Units Grant – Performance Period – Years 2005, 2006 and 2007 Target Operating Profit U.S. $[ ] – [NAME OF BUNGE BUSINESS UNIT]Award Agreement • March 15th, 2006 • Bunge LTD • Fats & oils • New York
Effective as of the Date of Grant set forth below, the Participant named below is hereby awarded an Award of Performance-Based Restricted Stock Units (the “Award” or “Performance-Based Restricted Stock Units”) under the Bunge Limited Equity Incentive Plan (the “Plan”) covering the Target Number of Performance-Based Restricted Stock Units set forth below, subject to the terms and conditions of the Plan and this Award Agreement (this “Award Agreement”). This Award Agreement consists of this Notice of Performance-Based Restricted Stock Units Grant (the “Grant Notice”) and the attached Terms and Conditions Applicable to Performance-Based Restricted Stock Units. Defined terms not explicitly defined in this Award Agreement but defined in the Plan shall have the same definitions as in the Plan.
BUNGE LIMITED EQUITY INCENTIVE PLAN AWARD AGREEMENT - Notice of Nonqualified Stock Option Grant -Award Agreement • March 15th, 2006 • Bunge LTD • Fats & oils • New York
Effective as of the Date of Grant set forth below, the Participant named below is hereby awarded a nonqualified stock option to purchase the number of Shares set forth below (the “Nonqualified Stock Option”) under the Bunge Limited Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and this Award Agreement (this “Award Agreement”). This Award Agreement consists of this Notice of Nonqualified Stock Option Grant (the “Grant Notice”) and the attached Terms and Conditions Applicable to Nonqualified Stock Options (the “Terms and Conditions”). Defined terms not explicitly defined in this Award Agreement but defined in the Plan shall have the same definitions as in the Plan.
BUNGE LIMITED NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN AWARD AGREEMENT - Notice of Director Option Grant -Award Agreement • March 15th, 2006 • Bunge LTD • Fats & oils • New York
Effective as of the Date of Grant set forth below, the Optionee named below (who is a Non-Employee Director) is hereby awarded a nonqualified stock option to purchase the number of Shares set forth below (the “Director Option”) under the Bunge Limited Non-Employee Directors Equity Plan (the “Plan”), subject to the terms and conditions of the Plan and this Award Agreement (this “Award Agreement”). This Award Agreement consists of this Notice of Director Option Grant (the “Grant Notice”) and the attached Terms and Conditions applicable to Director Option Grants (the “Terms and Conditions”). Defined terms not explicitly defined in this Award Agreement but defined in the Plan shall have the same definitions as in the Plan.
