GUARANTY

Exhibit 10.2

GUARANTY

This Guaranty (as amended, supplemented or otherwise modified in accordance with the terms hereof and in effect from time to time, this “ Guaranty ”) is made as of the 19th day of November, 2007 by Bunge Limited, a company incorporated under the laws of Bermuda (together with any successors or assigns permitted hereunder, “ BL ” or “ Guarantor ”) to JPMorgan Chase Bank, N.A. in its capacity as the administrative agent (together with its successors and assigns, the “ Administrative Agent ”) under the Revolving Credit Agreement, dated as of November 19, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Credit Agreement ”), among Bunge Limited Finance Corp., a Delaware corporation (“ BLFC ”), the Administrative Agent and the financial institutions from time to time party thereto (each a “ Lender ” and collectively, the “ Lenders ”), for the benefit of the Lenders.

WITNESSETH:

WHEREAS, pursuant to the Credit Agreement the Lenders have agreed to make revolving loans denominated in Dollars and Euros (the “ Loans ”) to BLFC from time to time;

WHEREAS, the execution and delivery of this Guaranty is a condition precedent to the effectiveness of the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows:

Section 1.         Definitions . For all purposes of this Guaranty, except as otherwise expressly provided in Annex A hereto or unless the context otherwise requires, capitalized terms used herein shall have the meanings assigned to such terms in the Credit Agreement.

Section 2.        Guaranty . The Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “ Guaranty Obligations ”) the prompt and punctual payment of all Obligations due and owing (whether at the stated maturity, by acceleration, or otherwise) under the Credit Agreement and the other Loan Documents whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred. All payments by the Guarantor under this Guaranty shall be made in Euros (if made with respect to principal of and interest on Loans denominated in Euros) or Dollars (if made with respect to any other amount) and (i) with respect to Loans, shall be made to the Administrative Agent for disbursement pro rata (determined at the time such payment is sought) to the Lenders in accordance with their respective Aggregate Exposure Percentages, (ii) with respect to fees, expenses and indemnifications owed to the Lenders, shall be made to the Administrative Agent for disbursement pro rata (determined at the time such payment is sought) to the Lenders in accordance with their respective Aggregate Exposure Percentages and (iii) with respect to fees, expenses and indemnifications owed to the Administrative Agent in its capacity as such, shall be

made to the Administrative Agent. This Guaranty shall remain in full force and effect until the Guaranty Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto BLFC may be free from any payment obligations under the Loan Documents. This Guaranty is a guaranty of payment and not of collection.

Section 3.         Guaranty Absolute . The Guarantor guarantees that the Guaranty Obligations will be paid, regardless of any applicable law, regulation or order now or hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute and unconditional irrespective of:

(a)       Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, any Transaction Document or Loan Document or any other agreement or instrument executed in connection with or pursuant thereto;

(b)       Any change in the time, manner, terms or place of payment of, or in any other term of, all or any of the Guaranty Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement, any Transaction Document or Loan Document or any other agreement or instrument relating thereto or executed in connection therewith or pursuant thereto;

(c)       Any sale, exchange or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranty Obligations;

(d)       The failure of the Administrative Agent or a Lender to assert any claim or demand or to enforce any right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Transaction Document or any Loan Document;

(e)       Any failure by BLFC in the performance of any obligation with respect to the Credit Agreement or any other Loan Document;

(f)        Any bankruptcy of BLFC;

(g)       Any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Guarantor, BLFC or any other Person (including any other guarantor) that is a party to any document or instrument executed in respect of the Guaranty Obligations; or

(h)       Any limitation of BLFC’s obligations pursuant to subsection 8.16(b) of the Credit Agreement.

2

The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment of all of the Guaranty Obligations), allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefore, release of any guarantor, surety or other person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Section 4.         Waiver . The Guarantor hereby waives (a) promptness, diligence, notice of acceptance, presentment, demand, protest, notice of protest and dishonor, notice of default, notice of intent to accelerate, notice of acceleration and any other notice with respect to any of the Guaranty Obligations and this Guaranty, (b) any requirement that the Administrative Agent or the Lenders protect, secure, perfect or insure any security interest or Lien on any property subject thereto or exhaust any right or take any action against BLFC or any other Person or entity or any collateral or that BLFC or any other Person or entity be joined in any action hereunder, (c) the defense of the statute of limitations in any action under the Guaranty or for the collection or performance of the Guaranty Obligations, (d) any defense arising by reason of any lack of corporate authority, (e) any defense based upon any guaranteed party’s errors or omissions in the administration of the Guaranty Obligations except to the extent that any error or omission is caused by such guaranteed party’s bad faith, gross negligence or willful misconduct, (f) any rights to set-offs and counterclaims and (g) any defense based upon an election of remedies which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against BLFC or any other obligor of the Guaranty Obligations for reimbursement. All dealings between the Borrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Should the Administrative Agent seek to enforce the obligations of the Guarantor hereunder by action in any court, the Guarantor waives any necessity, substantive or procedural, that a judgment previously be rendered against BLFC or any other Person, or that any action be brought against BLFC or any other Person, or that BLFC or any other Person should be joined in such cause. Such waiver shall be without prejudice to the Administrative Agent at its option to proceed against BLFC or any other Person, whether by separate action or by joinder. The Guarantor further expressly waives each and every right to which it may be entitled by virtue of the suretyship law of the State of New York or any other applicable jurisdiction.

Section 5.         Several Obligations; Continuing Guaranty . The obligations of the Guarantor hereunder are separate and apart from BLFC or any other Person (other than the Guarantor), and are primary obligations concerning which the Guarantor is the principal obligor. The Guarantor agrees that this Guaranty is a continuing Guaranty and that it shall not be discharged except by payment in full of the Guaranty Obligations, termination of the Commitments and complete performance of the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder shall not be affected in any way by the release or

3

discharge of BLFC from the performance of any of the Guaranty Obligations, whether occurring by reason of law or any other cause, whether similar or dissimilar to the foregoing.

Section 6.         Subrogation Rights . If any amount shall be paid to the Guarantor on account of subrogation rights at any time when all the Guaranty Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Administrative Agent and shall forthwith be paid to the Administrative Agent to be applied to the Guaranty Obligations as specified in the Loan Documents. If (a) the Guarantor makes a payment to the Administrative Agent of all or any part of the Guaranty Obligations and (b) all the Guaranty Obligations have been paid in full and the Commitments have terminated, the Administrative Agent will, at the Guarantor’s request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty of any kind whatsoever, necessary to evidence the transfer by subrogation to the Guarantor of any interest in the Guaranty Obligations resulting from such payment by the Guarantor. The Guarantor hereby agrees that it shall have no rights of subrogation, reimbursement, exoneration, contribution or indemnification or any right to participate in any claim or remedy of the Administrative Agent or any Lender against BLFC with respect to amounts due to the Administrative Agent or the Lenders until such time as all obligations of BLFC to the Lenders and the Administrative Agent have been paid in full, the Commitments have been terminated and the Credit Agreement has been terminated.

Section 7.         Representations and Warranties . The Guarantor hereby represents and warrants as follows:

(a)          Financial Condition .

 (i)        The consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2006 and the related consolidated statements of income for the fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial condition of the Guarantor and its consolidated Subsidiaries as at such date, and the results of operations for the fiscal year then ended. Such financial statements, including any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any).

 (ii)       Except as disclosed in Schedule VI attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto, except for guarantees, indemnities or

4

similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary.

(iii)      During the period from December 31, 2006 to and including the date hereof, except as disclosed in Schedule VI attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise disposed of any material part of its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Guarantor and its consolidated Subsidiaries at December 31, 2006.

(b)        No Change . Since December 31, 2006, except as disclosed in Schedule I hereof, there has been no development or event which has had or could, in the Guarantor’s good faith reasonable judgment, reasonably be expected to have a Material Adverse Effect.

(c)        Corporate Existence; Compliance with Law . The Guarantor and each of its Subsidiaries (i) is duly organized and validly existing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so duly qualified could not reasonably be expected to have a Material Adverse Effect, and (iv) is in compliance with all Requirements of Law and Contractual Obligations, except any non-compliance which could not reasonably be expected to have a Material Adverse Effect.

(d)        Corporate Power; Authorization; Enforceable Obligations . The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which it is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which it is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings under the Loan Documents or Transaction Documents, the remittance of payments in the applicable currency in accordance with the terms hereof and thereof or with the execution delivery, performance, validity or enforceability of this Guaranty and each of the other Loan Documents and Transaction Documents. This Guaranty and each of the other Loan Documents and Transaction Documents to which they are a party have been duly

5

executed and delivered on behalf of the Guarantor and each of its Subsidiaries. Each of this Guaranty and each of the other Loan Documents and Transaction Documents to which they are a party constitutes a legal, valid and binding obligation of the Guarantor and each of its Subsidiaries enforceable against the Guarantor and each of its Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

(e)        No Legal Bar . The execution, delivery and performance by the Guarantor of this Guaranty, and by it and each of its Subsidiaries of the other Loan Documents and Transaction Documents to which each such entity is a party, the borrowings thereunder and the use of the proceeds thereof will not violate any Requirement of Law or Contractual Obligation to which the Guarantor or its Subsidiaries is a party or by which it is bound and will not result in, or require, the creation or imposition of any Lien on any of the properties or revenues of any of the Guarantor or its Subsidiaries pursuant to any such Requirement of Law or Contractual Obligation.

(f)         No Material Litigation . Except as disclosed in Schedule VII attached hereto, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Guarantor, threatened by or against the Guarantor or any of its Subsidiaries or against any of their respective properties or revenues (a) with respect to this Guaranty or the other Loan Documents and Transaction Documents or any of the transactions contemplated hereby or (b) which could reasonably be expected to have a Material Adverse Effect.

(g)        Ownership of Property; Liens . The Guarantor and each of its Subsidiaries has good record and marketable title in fee simple to, or a valid leasehold interest in, all its material real property, and good title to, or a valid leasehold interest in, all its other material property except for defects in title which would not have a Material Adverse Effect, and none of the property is subject to any Lien, other than Permitted Liens.

(h)        Environmental Matters . The Guarantor and its Subsidiaries have obtained all permits, licenses and other authorizations that are necessary to operate their respective business and required under all applicable Environmental Laws, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule II, (i) Hazardous Materials have not at any time been generated, used, treated or stored on, released or disposed of on, or transported to or from, any property owned, leased, used, operated or occupied by the Guarantor or any of its Subsidiaries or, to the best of the Guarantor’s knowledge, any property adjoining or in the vicinity of any such property except in compliance with all applicable Environmental Laws other than where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (ii) there are no past, pending or threatened (in writing)

6

Environmental Claims against the Guarantor or any of its Subsidiaries or any property owned, leased, used, operated or occupied by the Guarantor or any of its Subsidiaries that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. The operations of the Guarantor and its Subsidiaries are in compliance in all material respects with all terms and conditions of the required permits, licenses, certificates, registrations and authorizations, and are also in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(i)         No Default . Except with respect to the Indebtedness set forth on Schedule III, neither the Guarantor nor any of its Subsidiaries is in default under or with respect to any agreement, instrument or undertaking to which it is a party or by which it is bound in any respect which could reasonably be expected to have a Material Adverse Effect. No Series 2002-1 Early Amortization Event, Potential Series 2002-1 Early Amortization Event, Event of Default or Default has occurred and is continuing.

(j)         Taxes . Under the laws of Bermuda, the execution, delivery and performance by the Guarantor of this Guaranty and by it and each of its Subsidiaries of the other Loan Documents and Transaction Documents to which they are a party and all payments of principal, interest, fees and other amounts hereunder and thereunder are exempt from all income or withholding taxes, stamp taxes, charges or contributions of Bermuda or any political subdivision or taxing authority thereof, irrespective of the fact that the Administrative Agent or any of the Lenders may have a representative office or subsidiary in Bermuda. The Guarantor is validly obligated to make all payments due under this Guaranty and each of its Subsidiaries is validly obligated to make all payments due under the other Loan Documents and Transaction Documents free and clear of any such tax, withholding or charge so that the Administrative Agent and the Lenders shall receive the amounts due as if no such tax, withholding or charge had been imposed.

(k)        Pari Passu Status . The obligations of the Guarantor hereunder constitute direct, general obligations of the Guarantor and rank at least pari passu (in priority of payment) with all other unsecured, unsubordinated obligations of the Guarantor resulting from any indebtedness for borrowed money or guarantee.

(l)         Purpose of Advances . The proceeds of the Loans under the Credit Agreement shall be used by BLFC solely to either make advances under the Series 2002-1 VFC or to repay Permitted Indebtedness outstanding from time to time.

(m)       Information . All information (including, with respect to the Guarantor, without limitation, the financial statements required to be delivered pursuant hereto), which has been made available to the Administrative Agent or any Lender by or on behalf of the Guarantor in connection with the transactions contemplated hereby and the other Loan Documents and Transaction Documents is complete and correct in all

7

material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made; provided , that, with respect to projected financial information provided by or on behalf of the Guarantor, the Guarantor represents only that such information was prepared in good faith by management of the Guarantor on the basis of assumptions believed by such management to be reasonable as of the time made.

(n)        Designated Obligors . On the date hereof, BL directly or indirectly owns the percentage of the voting stock of each Designated Obligor (other than BL) set forth on Schedule IV hereto.

(o)        Restrictions on Designated Obligors . There is no legal or regulatory restriction on the ability of any Designated Obligor to pay dividends to the Guarantor out of earnings at such times as such Designated Obligor is not deemed to be insolvent pursuant to the laws of its jurisdiction of incorporation nor any legal or regulatory restriction preventing the Guarantor from converting such dividend payments to Dollars or Euros.

(p)        Federal Regulations . No part of the proceeds of any advances under the Investor Certificates will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States as now and from time to time hereafter in effect.

(q)        Investment Company Act . The Guarantor is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the 1940 Act.

(r)         Solvency . The Guarantor is, individually and together with its Subsidiaries, Solvent.

(s)        Consideration . The Guarantor has received, or will receive, direct or indirect benefit from the making of this Guaranty. The Guarantor has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty.

The Guarantor agrees that the foregoing representations and warranties shall be deemed to have been made by the Guarantor on the date of each borrowing by BLFC under the Credit Agreement on and as of such date.

Section 8.         Covenants .

8

8.1        Affirmative Covenants . The Guarantor hereby agrees that, so long as (i) any Loan remains outstanding and unpaid or any other amount is owing to the Administrative Agent or any Lender under the Credit Agreement or (ii) the Commitments have not been terminated:

(a)       Financial Statements . The Guarantor shall furnish to the Administrative Agent (who shall furnish a copy to each Lender):

(i)        promptly after each annual meeting of the Guarantor, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Guarantor, a copy of the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries at the end of such year and related audited consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified by independent public accountants reasonably acceptable to the Administrative Agent;

(ii)       as soon as available, but in any event not later than sixty (60) days after the end of each of the first three quarters of each fiscal year of the Guarantor, the unaudited consolidated balance sheet of the Guarantor as at the end of such quarter and the related unaudited consolidated statement of income for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, each in the form reasonably acceptable to the Administrative Agent, certified by the chief financial officer of the Guarantor; and

(iii)      such additional financial and other information as the Administrative Agent (at the request of any Lender or otherwise) may from time to time reasonably request;

all such financial statements furnished under clause (i) above to be complete and correct in all material respects and prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided , however , that the Guarantor shall not be required to deliver the financial statements described under clauses (i) and (ii) above if such statements are available within the time period required by applicable Requirements of Law on EDGAR or from other public sources.

(b)        Quarterly Compliance Certificates . The Guarantor shall, within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year and one hundred and twenty (120) days after the end of each fiscal year, furnish to the Administrative Agent its certificate signed by its chief

9

financial officer, treasurer or controller stating that, to the best of such officer’s knowledge, during such period each of the Guarantor and BLFC has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Guaranty and the other Loan Documents and Transaction Documents and any other related documents to be observed, performed or satisfied by each of them, and that such officer has obtained no knowledge of any Series 2002-1 Early Amortization Event, Potential Series 2002-1 Early Amortization Event, Event of Default or Default except as specified in such certificate and showing in reasonable detail the calculations evidencing compliance with the covenants in subsection 8.2(a) .

(c)        Conduct of Business and Maintenance of Existence . The Guarantor shall, and shall cause each of the Designated Obligors to: (i) except as permitted by subsection 8.2(b) , preserve, renew and keep in full force and effect its corporate existence; and (ii) take all