Amendment Agreement to Accordion Increase Certificate between Bunge Finance Europe B.V., Additional Commitment Lenders, and Crédit Agricole Corporate and Investment Bank (June 11, 2025)

Summary

This agreement, dated June 11, 2025, is between Bunge Finance Europe B.V. (the borrower), a group of financial institutions (the additional commitment lenders), and Crédit Agricole Corporate and Investment Bank (as agent). It amends a previous accordion increase certificate related to a revolving credit facility. The amendment becomes effective once certain conditions are met, including execution of related documents. The borrower agrees to pay related costs and ensure all necessary actions are taken to implement the changes. All other terms of the original agreements remain in effect unless specifically amended.

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EX-10.3 4 a103amendmentagreement.htm EX-10.3 Document
Exhibit 10.3

  
AMENDMENT AGREEMENT
DATED 11 JUNE 2025
FOR
BUNGE FINANCE EUROPE B.V.
THE BORROWER
WITH
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
ACTING AS AGENT
RELATING TO AN ACCORDION INCREASE CERTIFICATE
DATED 1 MARCH 2024




CONTENTS
ClausePage
1.    Definitions and Interpretation    1
2.    Representations    2
3.    Amendment    2
4.    Continuity and Further Assurance    3
5.    Fees, Costs and Expenses    3
6.    Miscellaneous    3
7.    Governing Law    3
Schedule 1 The Additional Commitment Lenders    5
Schedule 2 Conditions Precedent    6


Exhibit A Form of Accordion Increase Certificate
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THIS AGREEMENT is dated 11 June 2025 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 Additional Commitment Lenders) which are parties to the Existing Accordion Increase Certificate as Additional Commitment Lenders (the "Additional Commitment Lenders"); and
(3)    CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as agent of the other Finance Parties (the "Agent").
RECITALS:
(A)    This Agreement is supplemental to and amends the Existing Accordion Increase Certificate (as defined below).
(B)    The Parties have agreed to amend the Existing Accordion Increase Certificate on the terms of this Agreement.
IT IS AGREED as follows:
1.    DEFINITIONS AND INTERPRETATION
1.1    Definitions
In this Agreement:
"Amended Accordion Increase Certificate" means the Existing Accordion Increase Certificate, 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 Additional Commitment 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 Additional Commitment Lenders.
"Existing Accordion Increase Certificate" means the accordion increase certificate, dated 1 March 2024, delivered by the Borrower and the Additional Commitment Lenders to the Agent (as such terms are defined therein).
"Facility Agreement" means the revolving facility agreement, dated 6 October 2023, between the Borrower, the Arrangers named therein, the Agent and the Lenders party thereto from time to time.
1

1.2    Incorporation of defined terms
(a)    Unless a contrary indication appears, a term defined in the Amended Accordion Increase Certificate 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 Facility Agreement shall have effect as if set out in this Agreement.
1.3    Clauses
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.
1.4    Third party rights
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.
1.5    Designation
In accordance with the 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.
2.    REPRESENTATIONS
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 Facility Agreement.
3.    AMENDMENT
3.1    Amendment of the Existing Accordion Increase Certificate
With effect from the Effective Time, the Existing Accordion Increase Certificate 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.
3.2    Effective Date
The Agent will notify the Borrower and the Additional Commitment Lenders promptly when all the conditions precedent listed in Schedule 2 (Conditions Precedent) have been fulfilled to its satisfaction.
2


4.    CONTINUITY AND FURTHER ASSURANCE
4.1    Continuing obligations
The provisions of the Existing Accordion Increase Certificate, Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.
4.2    Reservation of rights
Each Additional Commitment Lender (as defined in the Amended Accordion Increase Certificate) 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.
4.3    Further assurance
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.
5.    FEES, COSTS AND EXPENSES
5.1    Transaction expenses
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.
6.    MISCELLANEOUS
6.1    Incorporation of terms
The provisions of Clause 33 (Notices), Clause 35 (Partial Invalidity), Clause 36 (Remedies and Waivers) and Clause 43 (Enforcement) of the 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.
6.2    Counterparts
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.
7.    GOVERNING LAW
This Agreement and all non-contractual obligations arising out of or in connection with it are governed by English law.
3



This Agreement has been entered into on the date stated at the beginning of this Agreement.
4


SCHEDULE 1
THE ADDITIONAL COMMITMENT LENDERS

Abu Dhabi Commercial Bank PJSC
Australia and New Zealand Banking Group Limited
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
Banco Santander, S.A., New York Branch
Bank of America, N.A.
Bank of Montreal
BNP Paribas
Canadian Imperial Bank of Commerce, New York Branch
Citibank N.A., Jersey Branch
Commonwealth Bank of Australia (Europe) N.V.
Coöperatieve Rabobank U.A.
Crédit Agricole Corporate and Investment Bank
DBS Bank Ltd.
Deutsche Bank Luxembourg S.A.
Erste Group Bank AG
Goldman Sachs Bank USA
HSBC Continental Europe
ING Bank N.V.
Intesa Sanpaolo S.P.A. Amsterdam Branch
JPMorgan Chase Bank, N.A.
Mizuho Bank, Ltd.
Oversea‐Chinese Banking Corporation Limited, New York Agency
Raiffeisen Bank International AG
Société Générale
Standard Chartered Bank
Sumitomo Mitsui Banking Corporation
The Bank of Nova Scotia
U.S. Bank National Association
Wells Fargo Bank, National Association

5


SCHEDULE 2
CONDITIONS PRECEDENT
1.    Finance Documents
(a)    A copy of this Agreement executed by the Parties hereto.
(b)    A copy of the Second Amended and Restated Guaranty, dated as of the date hereof, duly executed by the Parent and the Agent (the "Second Amended and Restated Guaranty").
[Signature Pages Follow]
6


SIGNATURES

THE BORROWER
BUNGE FINANCE EUROPE B.V.

By: /s/Rajat Gupta            
Name: Rajat Gupta
Title: President




Signature Page to First Amendment Agreement

THE ADDITIONAL COMMITMENT LENDERS
BNP PARIBAS

By: /s/ Christopher Sked        

Name: Christopher Sked, Managing Director



By: /s/ Valentin Detry            

Name: Valentin Detry, Vice President
Signature Page to First Amendment Agreement


CITIBANK N.A., JERSEY BRANCH


By: /s/ Peter Lemoucheux        

Name: Peter Lemoucheux, Senior Vice President

Signature Page to First Amendment Agreement


COMMONWEALTH BANK OF AUSTRALIA (EUROPE) N.V.


By: /s/ Wilhelmus Theodorus Gerardus Hendriks            

Name: Wilhelmus Theodorus Gerardus Hendriks, Management Board Member (CEO)



By: /s/ Nathan Schouten        

Name: Nathan Schouten, Director
Signature Page to First Amendment Agreement


COÖPERATIEVE RABOBANK U.A.



By: /s/ Gideon de Jong        



Name: Gideon de Jong, Relationship Manager





By: /s/ Esther Berkelaar        



Name: Esther Berkelaar, Head TCF Lending EAA
Signature Page to First Amendment Agreement


DBS BANK LTD.



By: /s/ Kate Khoo            



Name: Kate Khoo, Vice President






Signature Page to First Amendment Agreement


DEUTSCHE BANK LUXEMBOURG S.A.



By: /s/ Astrid Breyer-Simski            



Name: Astrid Breyer-Simski, AVP





By: /s/ Sabine Lehnert            



Name: Sabine Lehnert, VP
Signature Page to First Amendment Agreement


ERSTE GROUP BANK AG



By: /s/ Wolfgang Hargassner        



Name: Wolfgang Hargassner, Managing Director





By: /s/ George Barbat        



Name: George Barbat, Executive Director
Signature Page to First Amendment Agreement


ING BANK N.V.



By: /s/ Kiran Sanchit        



Name: Kiran Sanchit, Managing Director





By: /s/ Lars Vriens            



Name: Lars Vriens, Managing Director
Signature Page to First Amendment Agreement


MIZUHO BANK, LTD.



By: /s/ Tracy Rahn            



Name: Tracy Rahn, Managing Director
Signature Page to First Amendment Agreement


OVERSEA-CHINESE BANKING CORPORATION LIMITED, NEW YORK AGENCY



By: /s/ Charles Ong            



Name: Charles Ong, General Manager
Signature Page to First Amendment Agreement


SUMITOMO MITSUI BANKING CORPORATION



By: /s/ Minxiao Tian            



Name: Minxiao Tian, Director

Signature Page to First Amendment Agreement


THE BANK OF NOVA SCOTIA



By: /s/ Dhirendra Udharamaney        



Name: Dhirendra Udharamaney, Director






Signature Page to First Amendment Agreement


U.S. BANK NATIONAL ASSOCIATION



By: /s/ Jason D. King        



Name: Jason D. King, Vice President




Signature Page to First Amendment Agreement

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By: /s/ Stephane Lavoix        

Name: Stéphane Lavoix, Managing Director
    Global Head of Corporate Loan Origination


By: /s/ Irfane Goulamhoussen    

Name: Irfane Goulamhoussen, Executive Director
Corporate Loan Origination
Signature Page to First Amendment Agreement

BANK OF MONTREAL

By: /s/ Katherine Robinson        

Name: Katherine Robinson, Managing Director


By: /s/ Andrew Nelson        

Name: Andrew Nelson, Director


By: /s/ Ross Gleghorn        

Name: Ross Gleghorn, Chief Financial Officer, International

Signature Page to First Amendment Agreement

STANDARD CHARTERED BANK

By: /s/ Peter Campbell        

Name: Peter Campbell, Director


















Signature Page to First Amendment Agreement


WELLS FARGO BANK, NATIONAL ASSOCIATION                    
By: /s/ Ryan Tegeler        

Name: Ryan Tegeler, Vice President



















Signature Page to First Amendment Agreement



INTESA SANPAOLO S.P.A. AMSTERDAM BRANCH

By: /s/ Gianluca Fiore    

Name: Gianluca Fiore, General Manager


By: /s/ Lorenzo Rodinó de Miglione        

Name: Lorenzo Rodinó de Miglione, Business Director and              Global Relationship Manager
Signature Page to First Amendment Agreement

ABU DHABI COMMERCIAL BANK PJSC

By: /s/ Ashish Sharma        

Name: Ashish Sharma, Executive Head,
Corporate and Institutional Banking

Signature Page to First Amendment Agreement

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED



By: /s/ Sherrie Banks        



Name: Sherrie Banks, Head of FB&A International

Signature Page to First Amendment Agreement


BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH



By: Cara Younger        



Name: Cara Younger, Managing Director





By: /s/ Armen Semizian



Name: Armen Semizian, Managing Director

Signature Page to First Amendment Agreement


BANCO SANTANDER, S.A., NEW YORK BRANCH



By: /s/ Andres Barbosa        



Name: Andres Barbosa, Managing Director





By: /s/ Zara Kamal        



Name: Zara Kamal, Executive Director
Signature Page to First Amendment Agreement

JPMORGAN CHASE BANK, N.A.



By: /s/ Gregory T. Martin        
Name:    Gregory T. Martin
Title: Executive Director    



Signature Page to the First Amendment Agreement

BANK OF AMERICA, N.A.



By: /s/ Ryan Van Stedum        
Name: Ryan Van Stedum
Title: Vice President

Signature Page to the First Amendment Agreement

HSBC CONTINENTAL EUROPE



By: /s/ Anja Mokos            
Name:    Anja Mokos
Title:    Director, Global Banking


By: /s/ Stephan Mathu            
Name:    Stephan Mathu
Title:    Head of Client Coverage, The Netherlands

Signature Page to the First Amendment Agreement

RAIFFEISEN BANK INTERNATIONAL AG



By: /s/ Mag. Johannes Lohr            
Name:    Mag. Johannes Lohr
Title: People Enablement Lead, Lending Operations    


By: /s/ Hrvoje Frigan                
Name:    Hrvoje Frigan
Title:    Director

Signature Page to the First Amendment Agreement

SOCIETE GENERALE



By: /s/ Carlos Santos            
Name:    Carlos Santos
Title:    Paris Head Trade & Sustainable Commodity Finance


Signature Page to the First Amendment Agreement

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH



By: /s/ Andrew Millane            
Name:    Andrew Millane
Title:    Executive Director and Authorized Signatory


Signature Page to the First Amendment Agreement

GOLDMAN SACHS BANK USA



By: /s/ Priyankush Goswami            
Name:    Priyankush Goswami
Title:    Authorized Signatory


Signature Page to the First Amendment Agreement


Signature Page to the First Amendment Agreement

THE AGENT

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK



By: /s/ Dienaba Haidara            
Name: Dienaba Haidara
Title: Chargé d'Affaires Agency


By: /s/ Nicolas Brochot            
Name: Nicolas Brochot
Title:    Chargé d'Affaires Agency
Signature Page to the First Amendment Agreement


Signature Page to the First Amendment Agreement

Exhibit A

Form of Accordion Increase Certificate