EX-10.1 2 a101-bungesecuritizationxt.htm EX-10.1 Document
Exhibit 10.1

Dated March 31, 2025
(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 GLOBAL SA, as Performance Undertaking Provider
(8)    CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Sustainability Co-ordinator
TWENTY-EIGHTH AMENDMENT TO
 THE RECEIVABLES TRANSFER AGREEMENT




        


CONTENTS
Clause        Page

1.    Definitions and Interpretation    2
2.    Amendment of the Receivables Transfer Agreement    2
3.    Assignment of the Subject Sold Receivables    3
4.    Representations    4
5.    U.S. Receivables Purchase Agreement    4
6.    Continuance    5
7.    Further Assurance    5
8.    Conditions Precedent    5
9.    Reaffirmation of Performance Undertaking    6
10.    Notices, Etc.    6
11.    Execution in Counterparts    6
12.    Governing Law; Submission to Jurisdiction    6
13.    No Proceeding; Limited Recourse    7

Exhibits

EXHIBIT A    Schedule 2 (Address and Notice Information)
EXHIBIT B    Schedule 5 (Facility Amounts and Facility Account Banks)
EXHIBIT C     Schedule 9 (Excluded Obligors)

Schedules

SCHEDULE 1        Subject Receivables
SCHEDULE 2        Purchase Price

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THIS TWENTY-EIGHTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT (this “Amendment”) is dated March 31, 2025 and made among:
(1)    BUNGE SECURITIZATION B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Dutch trade register under number 52234037, as Seller (the “Seller”);
(2)    KONINKLIJKE BUNGE B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Dutch trade register under number 24020546, 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;
(7)    BUNGE GLOBAL SA, a corporation incorporated under the laws of Switzerland, as Performance Undertaking Provider (the “Performance Undertaking Provider”); and
(8)    CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Sustainability Co-ordinator,
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 December 18, 2023, as further amended on May 21, 2024, as further amended on September 30, 2024, and as further amended on December 3, 2024) made among the Parties to this Amendment (the “Receivables Transfer Agreement”).
(B)    Pursuant to the terms of the U.S. RPA, Bunge Milling, Inc. (“Bunge Milling, Inc.”) and Bunge Milling, LLC (“Bunge Milling, LLC”; collectively, Bunge Milling, Inc. and Bunge Milling, LLC shall be referred to as the “Exiting U.S. Originators” and, individually, as an “Exiting U.S. Originator”) have each delivered a notice to the Seller and the Administrative Agent to irrevocably terminate their right to sell Receivables to the Buyer pursuant to the U.S. RPA, and as of the Twenty-Eighth Amendment Effective Date (as defined below), the Exiting U.S. Originators shall no longer be U.S. Originators.
(C)    The Exiting U.S. Originators have previously sold the Receivables identified on Schedule 1 (Subject Receivables) hereto (the “Subject Receivables”) to the U.S. Intermediate
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Transferor pursuant to the terms of the U.S. RPA, which consist of Unsold Receivables and Sold Receivables (such Subject Receivables that became Sold Receivables, the “Subject Sold Receivables”).
(D)    The U.S. Intermediate Transferor has previously sold the Subject Sold Receivables to the Seller pursuant to the terms of the U.S. Intermediate Transfer Agreement.
(E)    On the Twenty-Eighth Amendment Effective Date, (i) subject to the conditions set forth in this Amendment, the Purchasers will sell, transfer and assign the Subject Sold Receivables to the Seller, (ii) subject to the conditions set forth in the U.S. Intermediate Transferor Assignment of Repurchased Receivables (as defined below), the Seller will sell, transfer and assign the Subject Receivables to the U.S. Intermediate Transferor and (iii) subject to the conditions set forth in the Exiting U.S. Originators Assignment of Repurchased Receivables (as defined below), the U.S. Intermediate Transferor will sell, transfer and assign the Subject Receivables to the Exiting U.S. Originator that was the U.S. Originator in respect of each such Subject Receivable.
(F)    The Parties have agreed to further amend the Receivables Transfer Agreement on the terms set out below.
(G)    This Amendment is a Transaction Document as defined in the Receivables Transfer Agreement.
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 Twenty-Eighth Amendment Effective Date (as such term is defined in Section 8 (Conditions Precedent)), the Receivables Transfer Agreement shall be amended as set forth herein:
(a)    All references to Molinos Bunge, S.A. de C.V. shall be deleted in their entirety and Molinos Bunge, S.A. de C.V. shall not be a Mexican Originator under the Transaction Documents.
(b)    The definition of “Polish Account Security Agreement” in Section 1.1 (Certain defined terms) is amended by deleting the definition in its entirety and replacing it with the following:
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Polish Account Security Agreement” means “Polish Account Pledge Agreement” as specified in the Polish RPA.
(c)    The definition of “Polish RPA” in Section 1.1 (Certain defined terms) is amended by deleting the definition in its entirety and replacing it with the following:
Polish RPA” means the Receivables Purchase Agreement, among the Polish Originators(s), the Polish Seller Agent, the Seller and the Administrative Agent.
(d)    Schedule 2 (Address and Notice Information) shall be deleted and replaced with Exhibit A hereto.
(e)    Schedule 5 (Facility Accounts and Facility Account Banks) shall be deleted and replaced with Exhibit B hereto.
(f)    Schedule 9 (Excluded Obligors) shall be supplemented with the list of Excluded Obligors under the Polish RPA attached as Exhibit C hereto. All Excluded Obligors listed on the existing Schedule 9 remain unchanged.
3.    ASSIGNMENT OF THE SUBJECT SOLD RECEIVABLES
(a)    On the Twenty-Eighth Amendment Effective Date and without any further action or consent by the Purchasers or the Seller, the Purchasers hereby agree to sell, transfer and assign and hereby sell, transfer and assign to the Seller, and the Seller hereby agrees to purchase and accept the transfer and assignment of and hereby purchases and assumes, all the Purchasers’ respective right, title and interest in, to and under the Subject Sold Receivables, together with all Related Security with respect thereto; provided, however, that for the avoidance of doubt, the Subject Sold Receivables and Related Security with respect thereto shall not include (i) any Related Security to the extent relating to any Receivable that is not a Subject Sold Receivable or (ii) any Collections or other proceeds received in respect of any Subject Sold Receivables or Related Security with respect thereto prior to the Twenty-Eighth Amendment Effective Date.
(b)    Each Purchaser agrees that it will promptly execute and deliver all further instruments and documents, and take all further actions that the Seller may reasonably request, in order to perfect, protect or more fully evidence the purchase of, or ownership by, the Seller of the Subject Sold Receivables from the Twenty-Eighth Amendment Effective Date onwards (any such documentation required being at the cost of the Seller), provided always that a failure by such Purchaser to do so shall not affect the validity or enforceability of the purchase of, or ownership by, the Seller of the Subject Sold Receivables.
(c)    In consideration for the sale, transfer and assignment of the Subject Sold Receivables on the Twenty-Eighth Amendment Effective Date, the Seller shall
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pay to the Administrative Agent (for the benefit of the Purchasers) the purchase price set forth on Schedule 2 (Purchase Price) (the “Purchase Price”) on the first Settlement Date following the Twenty-Eighth Amendment Effective Date; provided, however, that the Purchase Price shall be deemed to be paid in full to the Administrative Agent (for the benefit of the Purchasers) on such Settlement Date if the Aggregate Invested Amount is less than or equal to the lesser of (x) the Facility Limit and (y) the Funding Base as determined by reference to the Portfolio Report delivered under the Servicing Agreement on the Reporting Date immediately preceding such Settlement Date (without including the Subject Receivables) after Collections have been distributed on such Settlement Date in accordance with Section 2.6 (Collections prior to Facility Termination Date) or Section 2.7 (Collections after Facility Termination Date) of the Receivables Transfer Agreement, as applicable.
(d)    By executing this Amendment, (i) the Administrative Agent and each Purchaser each hereby acknowledge and consent to the sales, transfers and assignments of the Subject Sold Receivables and the Related Security with respect thereto contemplated in this Section 3 and (ii) upon satisfaction of the conditions precedent set forth in Section 8 (Conditions Precedent), the Administrative Agent (for the benefit of the Purchasers) hereby releases all of its Adverse Claims in and to the Subject Receivables and the Related Security with respect thereto, and any Adverse Claims granted to the Administrative Agent or the Purchasers in such Subject Receivables and the Related Security with respect thereto. Each of the Administrative Agent, the Purchasers and the Seller hereby agrees that (A) the term “Sold Receivable” as used in the Receivables Transfer Agreement and the other Transaction Documents shall no longer include any Subject Receivables and (B) the term “Related Security” and “Collections” as used in the Receivables Transfer Agreement and the other Transaction Documents shall no longer include any Related Security or Collections related to the Subject Receivables or other proceeds received with respect thereto after the Twenty-Eighth Amendment Effective Date.
4.    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 Twenty-Eighth 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.
5.    U.S. RECEIVABLES PURCHASE AGREEMENT
The Parties hereby consent to the amendment to the U.S. RPA.
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6.    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.
7.    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.
8.    CONDITIONS PRECEDENT
This Amendment shall become effective as of 12:01 a.m. (New York City time) on March 31, 2025 upon the notice from the Administrative Agent to the Seller and Purchasers that the Administrative Agent has received, in each case in form and substance satisfactory to the Administrative Agent, the following, duly executed by all parties thereto (the “Twenty-Eighth Amendment Effective Date”); provided, that the Administrative Agent may, acting on the instructions of the Purchasers, waive any of the following conditions precedent:
(a)    this Amendment;
(b)    the Third Amendment to U.S. Receivables Purchase Agreement, dated on or about the date hereof, among the Exiting U.S. Originators, the U.S. Intermediate Transferor, the Seller Agent and the Administrative Agent;
(c)    a notice from the Exiting U.S. Originators to the Seller and the Administrative Agent, dated on a date at least ten (10) Business Days prior to the date hereof, irrevocably terminating the Exiting U.S. Originators’ right to sell Receivables to the Seller pursuant to the U.S. RPA;
(d)    an Assignment of Repurchased Receivables, dated on or about the date hereof, among the U.S. Intermediate Transferor, the Seller Agent and the Seller (the “U.S. Intermediate Transferor Assignment of Repurchased Receivables”), pursuant to which the Subject Receivables shall be sold, transferred and assigned by the Seller to the U.S. Intermediate Transferor;
(e)    an Assignment of Repurchased Receivables, dated on or about the date hereof, among Bunge Milling, Inc., Bunge Milling, LLC, the Seller Agent and the U.S. Intermediate Transferor (the “Exiting U.S. Originators Assignment of Repurchased Receivables”), pursuant to which the Subject Receivables shall be sold, transferred and assigned by the U.S. Intermediate Transferor to the applicable Exiting U.S. Originator;
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(f)    a Responsible Officer’s Certificate of the Master Servicer, dated as of the date hereof, certifying inter alia a Monthly Report or Weekly Report, as applicable giving pro forma effect to the termination of the Exiting U.S. Originators as sellers under the U.S. RPA;
(g)    a legal opinion of Reed Smith LLP, special U.S. counsel for the Seller, the Master Servicer and the Performance Undertaking Provider, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent, including opinions with respect to the validity and enforceability of this Amendment, non-contravention of law and no consents; and
(h)    an updated transaction summary, in form and substance satisfactory to the administrative Agent and each Purchaser Agent.
9.    REAFFIRMATION OF PERFORMANCE UNDERTAKING
The Performance Undertaking Provider hereby acknowledges and affirms its obligations under the Performance Undertaking notwithstanding the amendments to the Receivables Transfer Agreement set forth in this Amendment and the other documents referred to in Section 8 (Conditions precedent) and confirms that its obligations shall extend to any and all obligations resulting from such amendments to the Receivables Transfer Agreement and such other documents.
10.    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.
11.    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.
12.    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
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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.
(c)    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR ANY PROVISION HEREOF.
13.    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 13, 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,
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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.]

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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/ Ronald Posthumus    
Name: Ronald Posthumus
Title: Managing Director of Vistra B.V., in turn the sole director of Bunge Securitization B.V.
By: /s/ Jason Thimothy Duijn    
Name: Jason Thimothy Duijn
Title: Proxy Holder B of Vistra B.V., in turn the sole director of Bunge Securitization B.V.

[Signature Page to Twenty-Eighth Amendment to 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 Twenty-Eighth Amendment to Receivables Transfer Agreement]


BUNGE GLOBAL SA, as Performance Undertaking Provider
By: /s/ Rajat Gupta     
Name: Rajat Gupta
Title: Treasurer
By: /s/ Lisa Ware-Alexander    
Name: Lisa Ware-Alexander
Title: Secretary

[Signature Page to Twenty-Eighth Amendment to 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: Managing Director

[Signature Page to Twenty-Eighth Amendment to Receivables Transfer Agreement]


NIEUW AMSTERDAM RECEIVABLES CORPORATION B.V., as Conduit Purchaser
By: /s/ Sytse van Ulsen    
Name: Sytse van Ulsen
Title: Proxyholder of Intertrust Management B.V.
By: /s/ Edwin van Ankeren    
Name: Edwin van Ankeren
Title: Managing Director of Intertrust Management B.V.


[Signature Page to Twenty-Eighth Amendment to 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/ Frederic Mazet     
Name: Frédéric Mazet
Title: Authorized Signatory

[Signature Page to Twenty-Eighth Amendment to Receivables Transfer Agreement]


BNP PARIBAS, as Purchaser Agent
By: /s/ Gianluca Sannipoli    
Name: Gianluca Sannipoli
Title: Authorized Signatory
By: /s/ Baptiste Ranjard     
Name: Baptiste Ranjard
Title: Authorized Signatory

[Signature Page to Twenty-Eighth Amendment to Receivables Transfer Agreement]


MATCHPOINT FINANCE PLC, as Committed Purchaser and Conduit Purchaser
By: /s/ John Hetherington     
Name: John Hetherington
Title: Authorised Attorney

[Signature Page to Twenty-Eighth Amendment to Receivables Transfer Agreement]


CITIBANK EUROPE PLC, as Committed Purchaser and Purchaser Agent
By: /s/ Akos Nemeth     
Name: Akos Nemeth
Title: Senior Vice President

[Signature Page to Twenty-Eighth Amendment to Receivables Transfer Agreement]



BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Purchaser Agent and Committed Purchaser
By: /s/ Maria Galvez     
Name: Maria Galvez
Title: CIB – Executive Director – Global Trade Finance
By: /s/ Armen Semizian     
Name: Armen Semizian
Title: Head of U.S. Corporate Risk Management, USA

[Signature Page to Twenty-Eighth Amendment to Receivables Transfer Agreement]


CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Sustainability Co-ordinator
By: /s/ Marie-Laure Lepont     
Name: Marie-Laure Lepont
Title: Authorized Signatory
By: /s/ Frederic Mazet     
Name: Frédéric Mazet
Title: Authorized Signatory


[Signature Page to Twenty-Eighth Amendment to Receivables Transfer Agreement]