BFE Accordion Increase Certificate, dated March 1, 2024
EX-10.3 4 a103-accordionincreasecert.htm EX-10.3 Document
Exhibit 10.3
ACCORDION INCREASE CERTIFICATE
To: Crédit Agricole Corporate and Investment Bank as Agent
From: (1) Bunge Finance Europe B.V. as Borrower, (2) Sumitomo Mitsui Banking Corporation, Citibank N.A., Jersey Branch, Crédit Agricole Corporate and Investment Bank, Deutsche Bank Luxembourg S.A., Mizuho Bank, Ltd., Wells Fargo Bank, National Association, Bank of Montreal, ING Bank N.V., BNP Paribas, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Coöperatieve Rabobank U.A., Australia and New Zealand Banking Group Limited, Commonwealth Bank of Australia (Europe) N.V., DBS Bank Ltd., Oversea‐Chinese Banking Corporation Limited, New York Agency, Standard Chartered Bank, The Bank of Nova Scotia, Abu Dhabi Commercial Bank PJSC, Banco Santander, S.A., New York Branch, U.S. Bank National Association, Erste Group Bank AG and Intesa Sanpaolo S.P.A. Amsterdam Branch (together, the "Accordion Lenders") and (3) JPMorgan Chase Bank, N.A., Bank of America, N.A., HSBC Continental Europe, Raiffeisen Bank International AG, Société Générale, Canadian Imperial Bank of Commerce, New York Branch and Goldman Sachs Bank USA (together, the "New Accordion Lenders") (the Accordion Lenders and the New Accordion Lenders together the "Additional Commitment Lenders")
Dated: 1 March 2024 (the "Accordion Exercise Signing Date")
We refer to the revolving facility agreement (the "Agreement") dated 6 October 2023 as amended and restated from time to time between Bunge Finance Europe B.V., as Borrower, the Arrangers named therein, the Agent and certain Lenders named therein.
1. This is an Accordion Increase Certificate. Terms defined in the Agreement have the same meaning in this Accordion Increase Certificate unless given a different meaning in this Accordion Increase Certificate.
2. We refer to Clause 2.2 (Accordion Increase) of the Agreement:
(a) Each Additional Commitment Lender agrees to provide the Additional Commitment as set out in the Schedule opposite its name and in accordance with paragraphs (g) and (h) of Clause 2.2 (Accordion Increase), which shall be available for drawing on a revolving basis from the Accordion Increase Date subject to satisfaction of the conditions precedent set forth in clause (b) below until the Final Maturity Date.
(b) The proposed Accordion Increase Date is the Viterra Acquisition Closing Date (as defined below); provided, that it shall be a condition precedent to the availability of the Additional Commitments that Bunge Global SA (the “Parent”) has delivered to the Agent a certificate in form and substance satisfactory to the Agent confirming that (i) the Viterra Acquisition Closing Date has occurred and (ii) the Viterra (as defined below) unsecured, committed revolving credit facilities referred to in the Business Combination Agreement (as defined below) have been cancelled and prepaid with effect as of the Viterra Acquisition Closing Date. The Parent intends to acquire (the “Viterra Acquisition”) all of the outstanding equity interests of Viterra Limited (together with its direct and indirect subsidiaries) (“Viterra”), pursuant to a Business Combination Agreement, dated June 13, 2023 (the “Business Combination Agreement”), by and among Viterra Limited, the Parent, as buyer, Danelo Limited, as a seller, CPPIB Monroe Canada, Inc., as a seller, Venus Investment Limited Partnership, as a seller and Ocarian Limited, as a seller, for an aggregate share consideration and cash consideration set forth in
the Business Combination Agreement. The closing date of the Viterra Acquisition shall be referred to herein as the “Viterra Acquisition Closing Date.” The Additional Commitments shall be cancelled with immediate effect if the Parent notifies the Agent that the Business Combination Agreement (as defined below) has been terminated prior to the Viterra Acquisition Closing Date. In addition, if the Viterra Acquisition Closing Date does not occur on or prior to the Outside Date (as defined below) or there is a public announcement that the Business Combination Agreement has been terminated, the maximum amount available under the Facility Agreement will reduce to Total Commitments of $1,750,000,000 and the Additional Commitments shall be cancelled with immediate effect. In the event that the Additional Commitments are cancelled as contemplated by either of the preceding two sentences, the Borrower will have the right to subsequently request Accordion Increases in accordance with Clause 2.2 (Accordion Increase) of the Agreement in an aggregate amount which when aggregated with the amount of all other Accordion Increases made under Clause 2.2 (Accordion Increase) does not exceed $1,750,000,000. As used herein, the “Outside Date” shall mean the earliest of (a) June 13, 2024 (or solely to the extent the Initial Outside Date (as defined in the Business Combination Agreement in effect as of the Accordion Exercise Signing Date, without giving effect to any amendments thereto) is extended pursuant to Section 9.1(c) of the Business Combination Agreement, the earlier to occur of (x) such Extended Outside Date (as defined in the Business Combination Agreement in effect as of the Accordion Exercise Signing Date, without giving effect to any amendments thereto) and (y) June 13, 2025), and (b) the date that the Business Combination Agreement is terminated or expires in accordance with the terms thereof.
(c) The Facility Office and address, fax number and attention details for notices of each New Accordion Lender for the purposes of Clause 33.2 (Addresses) are set out in the Schedule.
(d) The fees related to the Accordion Increase are as follows:
(i) with respect to the Additional Commitment of each Additional Commitment Lender, in each case that is available under the Facility Agreement as of the Viterra Acquisition Closing Date, an upfront fee will be paid to the Agent (for the account of such Additional Commitment Lender) under the Facility Agreement in an amount equal to 0.25% of such Additional Commitment Lender’s Additional Commitment, earned and payable on the Viterra Acquisition Closing Date; and
(ii) a commitment fee equal to 35 per cent. of the Applicable Margin will be paid to the Agent (for the account of each Additional Commitment Lender) on the unused and uncancelled Additional Commitments during the period commencing on the Accordion Exercise Signing Date until the Final Maturity Date (for the avoidance of doubt, the commitment fee will accrue on the Additional Commitments commencing on the Accordion Exercise Signing Date notwithstanding that the Additional Commitments will not be established or available until the Viterra Acquisition Closing Date). The accrued commitment fee is payable quarterly in arrears during such quarterly periods starting on the Accordion Exercise Signing Date, on the Final Maturity Date and, if cancelled in full, on the cancelled amount of the relevant Additional Commitment Lender's Additional Commitments at the time the cancellation is effective.
3. The fees referred to in sub-paragraph 2(d) (above) are payable at the times described in such sub-paragraph 2(d) to the Agent for the account of the Additional Commitment Lenders in full without any set-off, deductions or withholding of any kind and in immediately available, freely transferable, cleared funds to the account notified by the Agent for this purpose. All payments made under this Accordion Increase Certificate are irrevocable, unconditional, non-refundable and not creditable against any other fee payable in connection with the Finance Documents.
4. This Accordion Increase Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Accordion Increase Certificate.
5. This Accordion Increase Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.
6. The provisions of Clause 43 (Enforcement) of the Agreement shall be incorporated into this Accordion Increase Certificate as if set out in full in this Accordion Increase Certificate and as if references in those clauses to "this Agreement" or "the Finance Documents" are references to this Accordion Increase Certificate.
[Signature Pages Follow]
SUMITOMO MITSUI BANKING CORPORATION | |||||
By: /s/ Jun Ashley | |||||
By: Jun Ashley, Director |
JPMORGAN CHASE BANK, N.A. | ||
By: /s/ Eduardo Lopez Peiro | ||
By: Eduardo Lopez Peiro, Vice President |
CITIBANK, N.A., JERSEY BRANCH | ||
By: /s/ Peter Lemoucheux | ||
By: Peter Lemoucheux, Senior Vice President |
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK | ||
By: /s/ Jules Borne | ||
By: Jules Borne, Authorized Signatory By: /s/ Albéric de Rivaz By: Albéric de Rivaz, Authorized Signatory |
BANK OF AMERICA, N.A. | ||
By: /s/ Ryan Van Stedum | ||
By: Ryan Van Stedum, Vice President |
DEUTSCHE BANK LUXEMBOURG S.A. | ||
By: /s/ S. Lehnert | ||
By: S. Lehnert, Assistant Vice President By: /s/ A. Breyer-Simski By: A. Breyer-Simski, Assistant Vice President | ||
MIZUHO BANK, LTD. | ||
By: /s/ Tracy Rahn | ||
By: Tracy Rahn, Executive Director | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
By: /s/ Michael J. Stein | ||
By: Michael J. Stein, Executive Director |
BANK OF MONTREAL | ||
By: /s/ Katherine Robinson | ||
By: Katherine Robinson, Managing Director | ||
By: /s/ Richard Pittam | ||
By: Richard Pittam, Managing Director | ||
By: /s/ Scott Matthews | ||
By: Scott Matthews, Managing Director |
ING BANK N.V. | ||
By: /s/ Kiran Sanchit | ||
By: Kiran Sanchit, Managing Director | ||
By: /s/ Lars Vriens | ||
By: Lars Vriens, Managing Director |
BNP PARIBAS | ||
By: /s/ Claudia Zarate | ||
By: Claudia Zarate, Managing Director By: /s/ Michael Pearce By: Michael Pearce, Managing Director |
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH | ||
By: /s/ Cara Younger | ||
By: Cara Younger, Managing Director By: /s/ Armen Semizian By: Armen Semizian, Managing Director |
COÖPERATIEVE RABOBANK U.A. | ||
By: /s/ T.B.H. Servatius | ||
By: T.B.H. Servatius, Director Proxy B |
By: /s/ Steven de Vries Reilingh
By: Steven de Vries Reilingh, Head of TCF Agri Europe
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED | ||
By: /s/ Sherrie Banks | ||
By: Sherrie Banks, Head of Food, Beverage and Agri, International |
COMMONWEALTH BANK OF AUSTRALIA (EUROPE) N.V. | ||
By: /s/ Wilco Hendriks | ||
By: Wilco Hendriks, CEO, Commonwealth bank of Australia (Europe) N.V. By: /s/ Damien Podagiel By: Damien Podagiel, Head of Natural Resources, Energy & Carbon, Europe |
DBS BANK LTD. | ||
By: /s/ Kate Khoo | ||
By: Vice President |
HSBC CONTINENTAL EUROPE | ||
By: /s/ Jeroen Bakhuizen | ||
By: Jeroen Bakhuizen, CEO HSBC Netherlands |
OVERSEA-CHINESE BANKING CORPORATION LIMITED, NEW YORK AGENCY | ||
By: /s/ Charles Ong | ||
By: Charles Ong, General Manager |
STANDARD CHARTERED BANK | ||
By: /s/ Robert Newell | ||
By: Robert Newell, Managing Director |
THE BANK OF NOVA SCOTIA | ||
By: /s/ Dhirendra Udharamaney | ||
By: Dhirendra Udharamaney, Director |
ABU DHABI COMMERCIAL BANK PJSC | ||
By: /s/ Asif Karmally | ||
By: Asif Karmally, Executive Head – International Corporate Banking |
BANCO SANTANDER, S.A., NEW YORK BRANCH | ||
By: /s/ Andres Barbosa | ||
By: Andres Barbosa, Managing Director By: /s/ Rita Walz-Cuccioli By: Rita Walz-Cuccioli, Executive Director |
U.S. BANK NATIONAL ASSOCIATION | ||
By: /s/ Jason D. King | ||
By: Jason D. King, Vice President |
ERSTE GROUP BANK AG | ||
By: /s/ Paul Pehr | ||
By: Paul Pehr, Managing Director By: /s/ Andreas Muresanu By: Andreas Muresanu, Vice President |
INTESA SANPAOLO S.P.A. AMSTERDAM BRANCH | ||
By: /s/ Nazario Peluso | ||
By: Nazario Peluso, Relationship Manager Intesa Sanpaolo S.p.A Amsterdam Branch By: /s/ Gianluca Fiore By: Gianluca Fiore, General Manager Intesa Sanpaolo S.p.A Amsterdam Branch |
RAIFFEISEN BANK INTERNATIONAL AG | ||
By: /s/ Johanna Aigner | ||
By: Johanna Aigner, Director By: /s/ Hrvoje Frigan By: Hrvoje Frigan, Director |
SOCIÉTÉ GÉNÉRALE | ||
By: /s/ Alexis Christodoulou | ||
By: Alexis Christodoulou, Paris Head of Trade and Commodity Finance |
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH | ||
By: /s/ Andrew Millane | ||
By: Andrew Millane, Executive Director and Authorized Signatory |
GOLDMAN SACHS BANK USA | ||
By: /s/ Andrew B. Vernon | ||
By: Andrew B. Vernon, Authorized Signatory |
Bunge Finance Europe B.V. as Borrower | |||||
By: /s/ Rajat Gupta By: Rajat Gupta, President |
This Accordion Increase Certificate is accepted by the Agent and the Accordion Increase Date is confirmed as the Viterra Acquisition Closing Date (subject to the Borrower delivering to the Agent a certificate in form and substance satisfactory to it in accordance with sub-paragraph 2(b) above). | |||||
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK |
By: /s/ Gaëlle Martin
By: Gaëlle Martin, Chargée d’Affaires Agency
By: /s/ Nicolas Brochot
By: Nicolas Brochot, Chargé d’Affaires Agency