BFE First Amendment, dated March 1, 2024

Exhibit A Form of Facility Agreement

THIS AGREEMENT is dated 1 March 2024 and made among:

(1)    BUNGE FINANCE EUROPE B.V. a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands having its corporate seat (statutaire zetel) in Rotterdam, The Netherlands and its registered office at 1391 Timberlake Manor Parkway, Chesterfield, Missouri 63017, United States of America and registered with the Dutch Commercial Register (Handelsregister) under number 24347428 (the "Borrower");

(2)    THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Lenders) as lenders (the "Lenders"); and

(3)    CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as agent of the other Finance Parties (the "Agent").

(A)    This Agreement is supplemental to and amends the Existing Facility Agreement (as defined below).

(B)    The Parties have agreed to amend the Existing Facility Agreement and to waive the forty-five (45) Business Days' notice requirement set forth under Clause 2.2(d) of the Existing Facility Agreement, in each case on the terms of this Agreement.

IT IS AGREED as follows:

In this Agreement:

"Amended Facility Agreement" means the Existing Facility Agreement, as amended by this Agreement.

"Effective Date" means the date of the notification by the Agent under Clause 3.2 (Effective Date) to the Borrower and the Lenders.

"Effective Time" means the time on the Effective Date at which the Agent delivers the notification under Clause 3.2 (Effective Date) to the Borrower and the Lenders.

"Existing Facility Agreement" means the facility agreement, dated 6 October 2023, among the Borrower, the Agent, the Arrangers and the Lenders (as such terms are defined therein).

(a)    Unless a contrary indication appears, a term defined in the Amended Facility Agreement has the same meaning in this Agreement.

(b)    The principles of construction set out in Clauses 1.2 (Construction) and 1.3 (Currency Symbols and Definitions) of the Amended Facility Agreement shall have effect as if set out in this Agreement.

In this Agreement any reference to a "Clause" or a "Schedule" is, unless the context otherwise requires, a reference to a Clause in or a Schedule to this Agreement.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

In accordance with the Existing Facility Agreement, each of the Borrower and the Agent designates this Agreement to be entered into on or about the date of this Agreement as a Finance Document.

The Repeating Representations are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on:

(a)    the date of this Agreement; and

(b)    the Effective Date,

and references to "this Agreement" in the Repeating Representations should be construed as references to this Agreement and to the Existing Facility Agreement and on and from the Effective Date, to the Amended Facility Agreement.

With effect from the Effective Time, the Existing Facility Agreement (excluding the signature pages thereto) shall be amended and restated in its entirety so that it will be read and construed for all purposes as set out in Exhibit A attached hereto.

The Agent will notify the Borrower and the Lenders promptly when all the conditions precedent listed in Schedule 2 (Conditions Precedent) have been fulfilled to its satisfaction.

4.1    Reference is hereby made to the Accordion Request delivered by the Borrower to the Agent on 1 March 2024. The Borrower and the Agent hereby request the consent of the Majority Lenders to waive the forty-five (45) Business Days’ notice requirement set forth under Clause 2.2(d) of the Existing Facility Agreement for delivery of an Accordion Request prior to the proposed date of the relevant Accordion Increase, and each Lender executing this Agreement hereby waives such requirement provided that the relevant Accordion Increase Date occurs on the Viterra Acquisition Closing Date

(as defined in the relevant Accordion Request) being a date falling not less than ten (10) Business Days after 1 March 2024.

The provisions of the Existing Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.

Each Finance Party (as defined in the Existing Facility Agreement) reserves any other right or remedy it may have now or subsequently. This Agreement does not constitute a waiver of any right or remedy other than in relation to the specific amendments and waiver expressly referred to in this Agreement.

The Borrower, shall, at the request of the Agent and at the Borrower's own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including but not limited to legal fees) reasonably incurred in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.

The provisions of Clause 33 (Notices), Clause 35 (Partial Invalidity), Clause 36 (Remedies and Waivers) and Clause 43 (Enforcement) of the Existing Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to "this Agreement" or "the Finance Documents" are references to this Agreement.

This Agreement 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 Agreement.

This Agreement and all non-contractual obligations arising out of or in connection with it are governed by English law.

BNP Paribas

Crédit Agricole Corporate and Investment Bank

ING Bank N.V.

Natixis

Sumitomo Mitsui Banking Corporation

Bank of China, New York Branch

Abu Dhabi Commercial Bank PJSC

Australia and New Zealand Banking Group Limited

Bank of Montreal    

Banco Bilbao Vizcaya Argentaria, S.A. New York Branch

Citibank N.A., Jersey Branch

Deutsche Bank Luxembourg S.A.

Industrial and Commercial Bank of China Limited, New York Branch

Mizuho Bank, Ltd.

Oversea‐Chinese Banking Corporation Limited, New York Agency

Coöperatieve Rabobank U.A.

Royal Bank of Canada

Banco Santander, S.A., New York Branch

The Bank of Nova Scotia

Standard Chartered Bank

U.S. Bank National Association

Wells Fargo Bank, National Association.

Westpac Banking Corporation

Agricultural Bank of China, Limited, New York Branch

Commonwealth Bank of Australia (Europe) N.V.

Commerzbank AG, New York Branch

DBS Bank Ltd.

Emirates NBD Bank (P.J.S.C), London Branch

Erste Group Bank AG

Intesa Sanpaolo S.P.A. Amsterdam Branch

Itaú Unibanco S.A., Miami Branch

PNC Bank, National Association

Skandinaviska Enskilda Banken AB (PUBL) Frankfurt Branch

Abanca Corporacion Bancaria S.A.

DZ Bank AG Deutsche Zentral-Genossenschaftsbank, New York Branch

1.    Corporate Authorisations

(a)    A copy of the constitutional documents of each Obligor, or in the case of the Borrower, a copy of the articles of association (statuten) and deed of incorporation (oprichtingsakte) as well as an extract (uittreksel) from the Dutch Chamber of Commerce (Kamer van Koophandel) of the Borrower.

(b)    A copy of a resolution of the board of directors of each Obligor:

(i)    approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii)    if applicable, authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii)    if applicable, authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c)    To the extent required under Dutch law or the Borrower’s articles of association, a copy of the resolution of the general meeting (algemene vergadering) of the Borrower approving the resolutions of the board of managing directors referred to under paragraph (b) above.

(d)    To the extent required under Dutch law or the Borrower’s articles of association, a copy of the resolution of the board of supervisory directors (raad van commissarissen) of the Borrower approving the resolutions of the board of managing directors referred to under paragraph (b) above.

(e)    If applicable, a copy of (i) the request for advice from each (central or European) works council (centrale of Europese) ondernemingsraad) with jurisdiction over the transactions contemplated by this Agreement and (ii) the positive advice from such works council which contains no condition, which if complied with, could result in a breach of any of the Finance Documents.

(f)    A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents.

(g)    A certificate of each Obligor (signed by a Responsible Officer) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not violate any borrowing or, guaranteeing limit set forth in any Contractual Obligation or Requirement of Law binding on the respective Obligor.

(h)    A certificate of an authorised signatory of the Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2.    Finance Documents

(a)    A copy of this Agreement executed by the Parties hereto.

(b)    A copy of the Consent to the Amendment and Restatement of the Guaranty, dated as of the date hereof, duly executed by the Borrower, the Parent, the Majority Lenders and the Agent.

(c)    A copy of the First Amended and Restated Guaranty, dated as of the date hereof, duly executed by the Parent and the Agent (the “First Amended and Restated Guaranty”).

3.    Legal Opinions

(a)    A legal opinion of Homburger, special legal counsel to the Parent as to matters of Swiss law, opining notably as to (i) the capacity of the Parent to enter into and perform its obligations under the First Amended and Restated Guaranty, (ii) the recognition under Swiss law of the validity of such obligations and the choice of law expressed in the First Amended and Restated Guaranty and (iii) the recognition and enforcement in Switzerland of any judgement rendered against the Parent pursuant to the jurisdiction provisions of the First Amended and Restated Guaranty.

(b)    A legal opinion of Reed Smith LLP, legal advisor to the Parent as to matters of New York law, opining notably as to the validity under New York law of the obligations of the Parent under the First Amended and Restated Guaranty.

THE ORIGINAL LENDERS

By: /s/ Claudia Zarate

Name: Claudia Zarate, Managing Director

By: /s/ Michael Pearce

By: /s/ Peter Lemoucheux

By: /s/ Robert Sullivan

Name: Robert Sullivan, Vice President

By: /s/ Jeff Sullivan

By: /s/ Wilco Hendriks

Name: Wilco Hendriks, CEO, Commonwealth bank of Australia (Europe) N.V.

By: /s/ Damien Podagiel

By: /s/ T.B.H. Servatius

Name: T.B.H. Servatius, Director Proxy B

By: /s/ Steven de Vries Reilingh

By: /s/ Kate Khoo

Name: Vice President

By: /s/ S. Lehnert

Name: S. Lehnert, Assistant Vice President

By: /s/ A. Breyer-Simski

By: /s/ Michael Palumberi

Name: Michael Palumberi, Vice President

By: /s/ Donata Mylius

By: /s/ Paul Pehr

Name: Paul Pehr, Managing Director

By: /s/ Andreas Muresanu

By: /s/ Chan K. Park

Name: Chan K. Park, Executive Director

By: /s/ Peichen Chen

By: /s/ Kiran Sanchit

Name: Kiran Sanchit, Managing Director

By: /s/ Lars Vriens

By: /s/ Nuno Conceição

Name: Nuno Conceição, Authorised Signatory

By: /s/ Carina Oliveira

By: /s/ Tracy Rahn

By: /s/ R Egloff

Name: R Egloff, Executive Director, Corporate Finance Relationship Manager

By: /s/ N Kovshova

By: /s/ Charles Ong

By: /s/ David Bentzinger

By: /s/ John Flores

By: /s/ Philipp Jentzmik

Name: Philipp Jentzmik, Head of Legal, LC&FI

By: /s/ Geraldine Maschke

By: /s/ Jun Ashley

By: /s/ Dhirendra Udharamaney

Name: Dhirendra Udharamaney, Director

By: /s/ Jason D. King

Name: Jason D. King, Vice President

By: /s/ Daniel Sutton

Name: Daniel Sutton, Tier II Attorney                                                                                                                                                                                                                                                                                                                                                                                

By: /s/ Jules Borne

By: /s/ Albéric de Rivaz

By: /s/ René Del Portillo

By: /s/ Raymond Qiao

By: /s/ Katherine Robinson

By: /s/ Richard Pittam

By: /s/ Scott Matthews

By: /s/ Robert Newell

WELLS FARGO BANK, NATIONAL ASSOCIATION                    

By: /s/ Michael J. Stein

By: /s/ Nelson Chou

By: /s/ Gianluca Fiore

By: /s/ Nazario Peluso

By: /s/ Jaime Mato

Name: Jaime Mato, Director

By: /s/ Sofia Ferreiro

By: /s/ Raashed Amin

Name: Raashed Amin, CEO, UK

By: /s/ Carlo de Vos

By: /s/ Asif Karmally

By: /s/ Sherrie Banks

By: /s/ Andres Barbosa

Name: Andres Barbosa, Managing Director

By: /s/ Rita Walz-Cuccioli

Name: Rita Walz-Cuccioli, Executive Director