AMENDMENT AGREEMENT DATED 10 AUGUST 2015 FOR BUNGE FINANCE EUROPE B.V. AS BORROWER COORDINATED BY BNP PARIBAS AND HSBC BANK PLC WITH ABN AMRO BANK N.V. ACTING AS AGENT RELATING TO A FACILITY AGREEMENT DATED 17 MARCH 2014

Exhibit 10.1

AMENDMENT AGREEMENT

DATED 10 AUGUST 2015

FOR

BUNGE FINANCE EUROPE B.V.

AS BORROWER

COORDINATED BY

BNP PARIBAS AND HSBC BANK PLC

WITH

ABN AMRO BANK N.V.

ACTING AS AGENT

RELATING TO A FACILITY AGREEMENT

DATED 17 MARCH 2014

CONTENTS

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THIS AGREEMENT is dated 10 August 2015 and made between:

(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 11720 Borman Drive, St. Louis, Missouri 63146, United States of America and registered with the commercial register (handelsregister) of the Chamber of Commerce (Kamer van Koophandel) under number 24347428 (the “Borrower”);

(2)                                 BNP PARIBAS and HSBC BANK PLC as coordinators (the “Coordinators”);

(3)                                 THE FINANCIAL INSTITUTIONS listed in Schedule 1 as existing lenders (the “Lenders”); and

(4)                                 ABN AMRO BANK N.V. as agent of the other Finance Parties (the “Agent”).

IT IS AGREED as follows:

1.                                      DEFINITIONS AND INTERPRETATION

1.1                               Definitions

In this Agreement:

“Amended Facility Agreement” means the Original Facility Agreement, as amended by this Agreement.

“Amended Parent Guarantee” means the amended and restated guarantee given by the Parent dated on or about the date hereof in favour of the Agent.

“Effective Date” means the date on which the Agent confirms to the Lenders and the Borrower that it has received each of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in a form and substance satisfactory to the Agent, such date being no later than the date falling one Month after the date of this Agreement.

“Obligors” means the Parent and the Borrower.

“Original Facility Agreement” means the US$1,750,000,000 revolving facility agreement dated 17 March 2014 made available to the Borrower and made between, among others, the Borrower, the Arrangers and the Agent.

“Original Parent Guarantee” means the guarantee given by the Parent dated 17 March 2014 in favour of the Agent.

“Parent” means Bunge Limited, a company formed under the laws of Bermuda having its registered office at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda.

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1.2                               Incorporation of defined terms

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

(b)                                 The principles of construction set out in the Original 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 Original Facility Agreement, each of the Borrower and the Agent designates this Agreement as a Finance Document.

2.                                      CONDITIONS PRECEDENT

The provisions of Clause 4 (Amendment) shall be effective only if the Agent has received all the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent.  The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

3.                                      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 Original Facility Agreement and on and after the Effective Date, to the Amended Facility Agreement.

4.                                      AMENDMENT

4.1                               Amendment of the Original Facility Agreement

With effect from the Effective Date the Original Facility Agreement shall be amended as set out in Schedule 3 (Amendments to Original Facility Agreement).

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5.                                      CONTINUITY AND FURTHER ASSURANCE

5.1                               Continuing obligations

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

5.2                               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.

6.                                      COSTS AND EXPENSES

6.1                               Transaction expenses

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

7.                                      MISCELLANEOUS

7.1                               Incorporation of terms

The provisions of Clause 32 (Notices), Clause  34 (Partial invalidity), Clause  35 (Remedies and waivers) and Clause  40 (Enforcement) of the Original 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 the Original Facility Agreement as amended by this Agreement and as if references in those clauses to “Party” and “Lender” include the New Lenders (if any).

7.2                               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.

8.                                      GOVERNING LAW

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

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

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SCHEDULE 1
THE LENDERS

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SCHEDULE 2
CONDITIONS PRECEDENT

1.                                      Obligors

(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 Commercial Register (Handelsregister) 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 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)                                 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.

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

(f)                                   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.

(g)                                  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.

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2.                                      Legal Opinions

(a)                                 A legal opinion of Clifford Chance LLP, legal advisers to the Arrangers and the Agent as to matters of English law, opining notably as to the validity under English law of the obligations of the Borrower under this Agreement.

(b)                                 A legal opinion of Clifford Chance LLP, legal advisers to the Arrangers and the Agent as to matters of Dutch law, opining notably as to (i) the capacity of the Borrower to enter into and perform its obligations under the Finance Documents, (ii) the recognition under Dutch law of the validity of such obligations of the Borrower under this Agreement and (iii) the recognition and enforcement in The Netherlands of any judgement rendered against the Borrower pursuant to the jurisdiction provisions of the Finance Documents.

(c)                                  A legal opinion of Conyers Dill & Pearman Limited, special legal counsel to the Parent as to matters of Bermuda law, opining notably as to (i) the capacity of the Parent to enter into and perform its obligations under the Amended Parent Guarantee, (ii) the recognition under Bermuda law of the validity of such obligations and the choice of law expressed in the Amended Parent Guarantee and (iii) the recognition and enforcement in Bermuda of any judgement rendered against the Parent pursuant to the jurisdiction provisions of the Amended Parent Guarantee.

(d)                                 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 Amended Parent Guarantee.

(e)                                  A legal opinion of Reed Smith LLP, legal advisor to the Borrower as to matters of New York law, opining notably as to the enforceability of the Transaction Documents.

3.                                      Other documents and evidence

(a)                                 A copy of any other document, authorisation, opinion or assurance reasonably requested by the Agent.

(b)                                 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 6 (Costs and expenses) have been paid or will be paid by the first Utilisation Date after the Effective Date.

(c)                                  A signed copy of the Amended Parent Guarantee.

(d)                                 Confirmation that the Transaction Documents have not been amended since the date of the Original Facility Agreement.

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SCHEDULE 3
AMENDMENTS TO ORIGINAL FACILITY AGREEMENT

Schedule 2 to the Original Facility Agreement (The Original Lenders) is deleted and replaced in its entirety by Schedule 1 (The Lenders) to this Agreement.

Clause 21 (Acknowledgement) of the Original Facility Agreement is deleted in its entirety and replaced with the following:

Each Party acknowledges and agrees that the Borrower does not:

(a)                                 represent under Clause 18.20 (Sanctions); nor

(b)                                 undertake under Clause 20.15 (Use of proceeds),

in favour of KfW IPEX-Bank GmbH (“KfW”), BHF-Bank Aktiengesellschaft (“BHF”) or DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main (“DZ”) and each of KfW, BHF and DZ shall not have any rights thereunder. Furthermore, each of KfW, BHF and DZ shall be deemed not to be a party to the provisions of Clause 18.20 (Sanctions) or Clause 20.15 (Use of proceeds).

Paragraph 1 of Schedule 1 (Applicable Margin) to the Original Facility Agreement is deleted in its entirety and replaced with the following:

1.                                      The Applicable Margin is 0.65 per cent. per annum unless:

(a)                                 an Event of Default has occurred and is continuing and/or neither an Applicable Moody’s Rating nor an Applicable S&P Rating is available, in which case the Applicable Margin shall be 1.35 per cent. per annum; or

(b)                                 Moody’s are publishing an Applicable Moody’s Rating and/or S&P are publishing an Applicable S&P Rating, in which case the Applicable Margin is the percentage rate per annum that corresponds to that rating, as in effect from time to time as set out in the following table:

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The definition of Original Maturity Date in Clause 1.1 (Definitions) of the Original Facility Agreement shall be deleted in its entirety and replaced with the following:

“Original Maturity Date” means the date falling 36 Months after the Second Effective Date.

The following definitions shall be inserted into Clause 1.1 (Definitions) of the Original Facility Agreement in the appropriate alphabetical order:

“Amendment Agreement” means the agreement dated 10 August 2015 between, among others, the Borrower and the Agent.

“Second Effective Date” means the date on which the Effective Date (as defined in the Amendment Agreement) occurs.

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SIGNATURES