Exhibit
4.3


 


EXECUTION COPY


 


U.S.$200,000,000


 


BUNGE LIMITED FINANCE CORP.


 


7.80% Senior Notes Due 2012


 


Fully and Unconditionally Guaranteed by


 


BUNGE LIMITED


 


Exchange And Registration Rights Agreement


 


October 15, 2002


 


Credit Suisse
First Boston Corporation


Eleven Madison
Avenue


New York, New
York  10010


 


J.P. Morgan
Securities Inc. 


270 Park Avenue


New York, New
York  10017


 


Salomon Smith
Barney Inc.


390 Greenwich
Street


New York, New
York  10013


 


Ladies and
Gentlemen:


 


Bunge Limited Finance Corp., a  Delaware corporation (the “Company”),
proposes to issue and sell to J.P. Morgan Securities Inc., Salomon Smith Barney
Inc. and Credit Suisse First Boston Corporation (collectively, the “Initial
Purchasers”), upon the terms and subject to the conditions set forth in a
purchase agreement dated October 9, 2002 (the “Purchase Agreement”),
U.S.$200,000,000 aggregate principal amount of its 7.80% Senior Notes Due 2012
(the “Notes”) to be fully and unconditionally guaranteed by Bunge
Limited, a Bermuda company (the “Guarantor”).  Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Purchase Agreement.


 


As an inducement to the Initial Purchasers
to enter into the Purchase Agreement and in satisfaction of a condition to the obligations
of the Initial Purchasers thereunder, the Company and the Guarantor agree with
the Initial Purchasers, for the benefit of the holders (including the Initial
Purchasers) of the Notes and the Exchange Notes (as defined herein)
(collectively, the “Holders”), as follows:

















 


1.    Registered Exchange
Offer. The Company and the Guarantor shall (i) prepare and, not later than
240 days following the date of original issuance of the Notes (the “Issue
Date”), file with the Commission a registration statement (the “Exchange
Offer Registration Statement”) on an appropriate form under the Securities
Act with respect to a proposed offer to the Holders of the Notes (the “Registered
Exchange Offer”) to issue and deliver to such Holders, in exchange for the
Notes, a like aggregate principal amount of debt securities of the Company (the
“Exchange Notes”) that are identical in all material respects to the
Notes, except for the transfer restrictions and registration rights relating to
the Notes, (ii) use their reasonable best efforts to cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act no
later than 250 days after the Issue Date and the Registered Exchange Offer to
be consummated no later than 270 days after the Issue Date and (iii) keep the
Exchange Offer Registration Statement effective until the closing of the
Registered Exchange Offer.  The Exchange
Notes will be issued under the Indenture.


 


Upon the effectiveness of the Exchange Offer
Registration Statement, the Company and the Guarantor shall promptly commence
the Registered Exchange Offer, it being the objective of such Registered
Exchange Offer to enable each Holder electing to exchange Notes for Exchange
Notes (assuming that such Holder (a) is not an affiliate of the Company, the
Guarantor or an Exchanging Dealer (as defined herein) not complying with the
requirements of the next sentence, (b) is not an Initial Purchaser holding
Notes that have, or that are reasonably likely to have, the status of an unsold
allotment in an initial distribution, (c) acquires the Exchange Notes in the
ordinary course of such Holder’s business and (d) has no arrangements or
understandings with any person to participate in the distribution of the
Exchange Notes) and to trade such Exchange Notes from and after their receipt
without any limitations or restrictions under the Securities Act and without
material restrictions under the securities laws of the several states of the
United States.  The Company, the
Guarantor, the Initial Purchasers and each Exchanging Dealer acknowledge that,
pursuant to current interpretations by the Commission’s staff of Section 5 of
the Securities Act, each Holder that is a broker-dealer electing to exchange
Notes, acquired for its own account as a result of market-making activities or
other trading activities, for Exchange Notes (an “Exchanging Dealer”) is
required to deliver a prospectus meeting the requirements of the Securities Act
and the applicable interpretations of the staff of the Commission in connection
with any resale of Exchange Notes.


 


In connection with the Registered Exchange
Offer, the Company and the Guarantor shall:


 


(a)           mail to each Holder
a copy of the prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related
documents;


 


(b)           keep the Registered
Exchange Offer open for not less than 20 business days (or longer, if required
by applicable law) after the date on which notice of the Registered Exchange
Offer is transmitted to the Holders (such period being called the “Exchange
Offer Registration Period”);


 


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(c)           utilize the services
of a depositary for the Registered Exchange Offer with an address in the
Borough of Manhattan, The City of New York;


 


(d)           permit Holders to
withdraw tendered Notes at any time prior to the close of business, New York
City time, on the last business day on which the Registered Exchange Offer
shall remain open; and


 


(e)           otherwise comply in
all material respects with all laws that are applicable to the Registered
Exchange Offer, including, without limitation, ensuring that the Exchange Offer
Registration Statement (as of the date of its effectiveness) and any prospectus
forming part thereof (as of its date) and any amendments or supplements thereto
comply in all material respects with the Securities Act and the rules and
regulations of the Commission thereunder and that such documents do not include
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein (in the case of any prospectus, in light of the circumstances under
which they were made) not misleading.


 


As soon as practicable after the close of the Registered Exchange
Offer, the Company and the Guarantor shall:


 


(a)           accept for exchange all Notes validly
tendered and not validly withdrawn pursuant to the Registered Exchange Offer;


 


(b)           deliver, or cause to
be delivered, to the Trustee for cancellation all Notes so accepted for
exchange by the Company and the Guarantor; and


 


(c)           cause
the Trustee promptly to authenticate and deliver to each Holder, Exchange Notes
equal in principal amount to the Notes of such Holder so accepted for exchange.


 


The Company and the Guarantor shall use their reasonable best efforts
to keep the Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein in order to permit such prospectus
to be used by all persons subject to the prospectus delivery requirements of
the Securities Act for such period of time as such persons must comply with
such requirements in order to resell the Exchange Notes; provided that (i) in the case where such
prospectus and any amendment or supplement thereto are required by law or
applicable interpretations thereof by the staff of the Commission to be
delivered by an Exchanging Dealer, such period shall be the lesser of 180 days
and the date on which all Exchanging Dealers have sold all Exchange Notes held
by them and (ii) the Company shall make such prospectus and any amendment or
supplement thereto available to any broker-dealer for use in connection with
any resale of any Exchange Notes for a period of not less than 90 days after
the consummation of the Registered Exchange Offer.


 


Interest on each Exchange Note issued pursuant to the Registered
Exchange Offer will accrue from the last interest payment date on which
interest was paid on the Notes surrendered in exchange therefor or, if no
interest has been paid on the Notes, from the Issue Date. The Registered
Exchange Offer shall not be subject to any conditions, other than (i) that the


 


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Registered Exchange Offer, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the Commission, (ii) that no action or
proceeding shall have been instituted or threatened in any court or before any
governmental agency with respect to the Registered Exchange Offer which, in the
Company’s or the Guarantor’s reasonable judgment, would materially impair the
ability of the Company and the Guarantor to proceed with the Registered
Exchange Offer, (iii) that no law, rule or regulation or applicable interpretations
of the staff of the Commission has been issued or promulgated which, in the
reasonable judgment of the Company or the Guarantor, does not permit the
Company and the Guarantor to effect the Registered Exchange Offer and (iv) that
the Holders tender the Notes to the Company in accordance with the Registered
Exchange Offer.


 


Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of
the Registered Exchange Offer (i) any Exchange Notes received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder has no
arrangements or understandings with any person to participate in the
distribution of the Notes or the Exchange Notes within the meaning of the
Securities Act. (iii) such Holder is not acting on behalf of any Person who
could not truthfully make the foregoing representation,  (iv) such Holder is not an
affiliate of the Company or the Guarantor or, if it is such an affiliate, such
Holder will comply with the registration and prospectus delivery requirements
of the Securities Act to the extent applicable, and (v) such Holder
shall make such other representations as may be reasonably necessary under
applicable Commission rules or regulations or interpretations of the staff of
the Commission to render the use of Form F-4 or another appropriate form under
the Securities Act available or for the Exchange Offer Registration Statement
to be declared effective. To the extent permitted by law, the Company shall
inform the Initial Purchasers of the names and addresses of the Holders to whom
the Registered Exchange Offer is made, and the Initial Purchasers shall have
the right to contact such Holders and otherwise facilitate the tender of Notes
in the Registered Exchange Offer.


 


2.    Shelf Registration.  If, and only if, (i) because of any change
in law or applicable interpretations thereof by the staff of the Commission the
Company or the Guarantor are not permitted to effect the Registered Exchange
Offer as contemplated by Section 1 hereof, or (ii) for any other reason the
Registered Exchange Offer is not consummated within 270 days after the Issue
Date, or (iii) any Initial Purchaser so requests within 180 days after the
consummation of the Registered Exchange Offer with respect to Notes not
eligible to be exchanged for Exchange Notes in the Registered Exchange Offer
and held by it following the consummation of the Registered Exchange Offer, or
(iv) any applicable law or interpretations do not permit any Holder (other than
an Initial Purchaser) to participate in the Registered Exchange Offer, or (v)
any Holder (other than an Initial Purchaser) that participates in the
Registered Exchange Offer does not receive freely transferable Exchange Notes
in exchange for tendered Notes (other than as a result of such Holder being an
affiliate of the Company or the Guarantor), then the following provisions shall
apply:


 


(a)           The
Company and the Guarantor shall use their reasonable best efforts to file as
promptly as practicable (but in no event more than 60 days after so required or
requested pursuant to this Section 2 and not earlier than 240 days after the
Issue Date) with the Commission (the “Shelf Filing Date”), and
thereafter shall use their reasonable best efforts to


 


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cause to be declared effective, a shelf registration statement on an
appropriate form under the Securities Act relating to the offer and sale of the
Transfer Restricted Securities (as defined below) by the Holders thereof from
time to time in accordance with the methods of distribution set forth in such
registration statement (a “Shelf Registration Statement” and, together
with any Exchange Offer Registration Statement, a “Registration Statement”);
provided, however, that, with
respect to Exchange Notes received by the Initial Purchasers in exchange for
Notes constituting any portion of an unsold allotment and with respect to Notes
or Exchange Notes held by an Exchanging Dealer, the Company and the Guarantor
may, if permitted by current interpretations by the staff of the Commission,
file a post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Items 9.B and 9.D of Form 20-F, as
applicable, in satisfaction of their obligations under this subsection (a) with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to herein as, and governed by the provision herein
applicable to, a Shelf Registration Statement.


 


(b)           The
Company and the Guarantor shall use their reasonable best efforts to keep the
Shelf Registration Statement continuously effective in order to permit the
prospectus forming part thereof to be used by Holders of Transfer Restricted
Securities for a period ending on the earliest of (i) two years from the Issue
Date, (ii) the date on which all the Transfer Restricted Securities covered by
the Shelf Registration Statement have been sold pursuant thereto and (iii) the
date on which the Notes become eligible for resale without volume restrictions
pursuant to Rule 144 under the Securities Act (in any such case, such period
being called the “Shelf Registration Period”).


 


(c)           Notwithstanding
any other provisions hereof, the Company and the Guarantor will ensure that (i)
any Shelf Registration Statement and any amendment thereto when it becomes
effective, and any prospectus forming part thereof and any supplement thereto
complies in all material respects with the Securities Act and the rules and
regulations of the Commission thereunder, (ii) any Shelf Registration Statement
and any amendment thereto when it becomes effective (in either case, other than
with respect to information included therein in reliance upon or in conformity
with written information furnished to the Company by or on behalf of any Holder
specifically for use therein (the “Holders’ Information”)) does not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and (iii) any prospectus forming part of any Shelf Registration
Statement, and any supplement to such prospectus (in either case, other than
with respect to Holders’ Information), does not include an untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


3.    Additional Interest.  (a) 
If (i) the Exchange Offer Registration Statement is not filed with the
Commission within 240 days after the Issue Date or the Shelf Registration
Statement is not filed with the Commission on or before the Shelf Filing Date,
(ii) the Exchange Offer Registration Statement is not declared effective within
250 days after the Issue Date or the Shelf Registration Statement is not
declared effective within 60 days of the Shelf Filing Date, (iii) the
Registered Exchange Offer is not consummated within 270 days after the Issue
Date and a Shelf Registration Statement has not been filed, or (iv) the Shelf
Registration Statement is filed and declared effective within 60 days after the
Shelf Filing Date but shall thereafter cease to be 


 


5

















 


effective (at any time that the Company and the
Guarantor are obligated to maintain the effectiveness thereof) or use of the
Shelf Registration Statement or the related prospectus shall be suspended for
one or more periods longer than permitted pursuant to Section 3(d) hereof (each
such event referred to in clauses (i) through (iv), a “Registration Default”),
the Company and the Guarantor will be jointly and severally obligated to pay
additional cash interest to each Holder of Transfer Restricted Securities,
during the period of one or more such Registration Defaults, in an amount equal
to 0.25% per annum of the principal amount of Transfer Restricted Securities
held by such Holder during the first 90-day period following such Registration
Default, increasing by an additional 0.25% per annum during each subsequent
90-day period up to a maximum of .50% per annum, until each Registration
Default has been cured.  Such additional
interest shall not be payable under more than one of clauses (i) through (iv)
at any given time.  Following the cure
of all Registration Defaults, the accrual of additional interest will
cease.  As used herein, the term “Transfer
Restricted Securities” means each Note until the earliest to occur of (i)
the date on which such Note has been exchanged for a freely transferable
Exchange Note in the Registered Exchange Offer, (ii) the date on which it has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iii) the date on which it
is distributed to the public pursuant to Rule 144 under the Securities Act or
is saleable pursuant to Rule 144(k) under the Securities Act.  Notwithstanding anything to the contrary in
this Section 3(a), neither the Company nor the Guarantor shall be required to
pay additional interest to a particular Holder of Transfer Restricted
Securities if such Holder failed to comply with its obligations to make the
representations set forth in the second to last paragraph of Section 1 or
failed to provide the information required to be provided by it, if any,
pursuant to Section 4(n).


 


(b)           The
Company shall notify the Trustee and the Paying Agent under the Indenture
promptly upon the happening of each and every Registration Default. The
additional interest due shall be payable on each interest payment date
specified by the Indenture and the Notes in the manner specified in the
Indenture.  For the purposes described
in this Section 3, neither the Company nor the Guarantor may act as Paying
Agent.  Each obligation to pay
additional interest shall be deemed to accrue from and including the date of
the applicable Registration Default.


 


(c)           The
parties hereto agree that the additional interest provided for in this Section
3 constitutes a reasonable estimate of, and is intended to constitute all of,
the damages that will be suffered by Holders of Transfer Restricted Securities
by reason of the failure of (i) the Shelf Registration Statement or the
Exchange Offer Registration Statement to be filed, (ii) the Shelf Registration
Statement to remain effective or available for use or (iii) the Exchange Offer
Registration Statement to be declared effective and the Registered Exchange
Offer to be consummated, in each case to the extent required by this Agreement.


 


(d)           The
Company and the Guarantor may, by notice to each Holder of Transfer Restricted
Securities that are the subject of the Shelf Registration Statement at such
time in accordance with Section 10(b) hereof, suspend the availability of a
Shelf Registration Statement and the use of the related prospectus for up to
four periods of up to 30 consecutive days during any 365–day period, but
for no more than 90 days in the aggregate during any 365-day period, if any
event shall occur or be pending as a result of which it is necessary, in the
reasonable judgment of the board of directors of the Company or the Guarantor
upon advice of 


 


6

















 


counsel, to suspend the use of the Shelf Registration Statement pending
public announcement of such event and, if necessary, to amend the Shelf
Registration Statement or amend or supplement any related prospectus or
prospectus supplement in order that each such document not include any untrue
statement of fact or omit to state a material fact necessary to make the
statements therein not misleading in light of the circumstances under which
they were made, without incurring any obligation to pay additional interest
pursuant to Section 3(a) hereof.  Any
such period during which the Company and the Guarantor fail to keep the Shelf
Registration Statement effective and usable for offers and sales of Transfer
Restricted Securities is referred to as a “Suspension Period.”  A Suspension Period shall commence on and
include the date on which the Company or the Guarantor gives written notice to
each Holder of Transfer Restricted Securities that are the subject of the Shelf
Registration Statement at such time of such suspension pursuant to this Section
3(d), and shall end when each such Holder of Transfer Restricted Securities
either receives copies of a supplemented or amended prospectus or is advised in
writing by the Company or the Guarantor that use of the prospectus included in
the Shelf Registration Statement may be resumed.


 


4.    Registration Procedures.  In connection with any Registration
Statement, the following provisions shall apply:


 


(a)           The
Company shall (i) furnish to each Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Registration Statement and each
amendment thereof and each supplement, if any, to the prospectus included
therein and shall use its reasonable best efforts to reflect in each such
document, when so filed with the Commission, such comments as the Initial
Purchasers may reasonably propose; and (ii) if requested by any Initial Purchaser,
include the information required by Items 9.B and 9.D of Form 20-F, as
applicable, in the prospectus forming a part of the Exchange Offer Registration
Statement.


 


(b)           The
Company shall advise each Initial Purchaser, each Exchanging Dealer that has provided
in writing to the Company a telephone number, facsimile number or address for
notices, and the Holders (if applicable) and, if requested by any such person,
confirm such advice in writing (which advice pursuant to clauses (ii) through
(v) of this Section 4(b) shall be accompanied by an instruction to suspend the
use of the prospectus until the requisite changes have been made):


 


(i)            when any
Registration Statement and any amendment thereto has been filed with the
Commission and when such Registration Statement or any post-effective amendment
thereto has become effective;


 


(ii)           of any request by
the Commission for amendments or supplements to any Registration Statement or
the prospectus included therein or for additional information;


 


(iii)          of the issuance by
the Commission of any stop order suspending the effectiveness of any
Registration Statement or the initiation of any proceedings for that purpose;


 


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(iv)          of the receipt by
the Company of any notification with respect to the suspension of the
qualification of the Notes or the Exchange Notes for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose; and


 


(v)           of the happening of
any event that requires the making of any changes in any Registration Statement
or the prospectus included therein in order that the statements therein are not
misleading and do not omit to state a material fact equired to be stated
therein or necessary to make the statements therein (in the case of the
prospectus, in light of the circumstances under which they were made) not
misleading.


 


(c)           The
Company and the Guarantor will make every reasonable effort to obtain the
withdrawal at the earliest possible time of any order suspending the effectiveness
of any Registration Statement.


 


(d)           The
Company will furnish (or otherwise make publicly available on the website of
the Commission) to each Holder of Transfer Restricted Securities included
within the coverage of any Shelf Registration Statement, without charge, at
least one conformed copy of such Shelf Registration Statement and any post–effective
amendment thereto including, if any such Holder so requests in writing, all
exhibits thereto (including those, if any, incorporated by reference).


 


(e)           The
Company will, during the Shelf Registration Period, promptly deliver to each
Holder of Transfer Restricted Securities included within the coverage of any
Shelf Registration Statement, without charge, as many copies of the prospectus
(including each preliminary prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request; and the Company and the Guarantor consent to the use of such
prospectus or any amendment or supplement thereto by each of the selling
Holders of Transfer Restricted Securities in connection with the offer and sale
of the Transfer Restricted Securities covered by such prospectus or any
amendment or supplement thereto.


 


(f)            The
Company will furnish (or otherwise make publicly available on the website of
the Commission) to each Initial Purchaser and each Exchanging Dealer, and to
any other Holder who so requests, without charge, at least one conformed copy
of the Exchange Offer Registration Statement and any post–effective
amendment thereto, including,  if any
Initial Purchaser or Exchanging Dealer or any such Holder so requests in
writing, all exhibits thereto (including those, if any, incorporated by
reference).


 


(g)           The
Company will, during the Exchange Offer Registration Period or the Shelf
Registration Period, as applicable, promptly deliver to each Initial Purchaser,
each Exchanging Dealer and such other persons that are required to deliver a
prospectus following the Registered Exchange Offer, without charge, as many
copies of the final prospectus included in the Exchange Offer Registration
Statement or the Shelf Registration Statement and any amendment or supplement
thereto as such Initial Purchaser, Exchanging Dealer or other persons may
reasonably request; and the Company and the Guarantor consent to the use of
such


 


8

















 


prospectus or any amendment or supplement thereto by any such Initial
Purchaser, Exchanging Dealer or other persons, as applicable, as aforesaid.


 


(h)           Prior
to the effective date of any Registration Statement, the Company and the
Guarantor will use their reasonable best efforts to register or qualify, or
cooperate with the Holders of Notes or Exchange Notes included therein and
their respective counsel in connection with the registration or qualification
of, such Notes or Exchange Notes for offer and sale under the securities or
blue sky laws of such jurisdictions as any such Holder reasonably requests in
writing and do any and all other acts or things necessary or advisable to
enable the offer and sale in such jurisdictions of the Notes or Exchange Notes
covered by such Registration Statement; provided
that the Company and the Guarantor will not be required to qualify generally to
do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to general service of process or to taxation
in any such jurisdiction where it is not then so subject.


 


(i)            The
Company and the Guarantor will cooperate with the Holders of Notes or Exchange
Notes to facilitate the timely preparation and delivery of certificates
representing Notes or Exchange Notes to be sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and registered
in such names as the Holders thereof may request in writing prior to sales of
Notes or Exchange Notes pursuant to such Registration Statement.


 


(j)            If
any event contemplated by Section 4(b)(ii) through (v) occurs during the period
for which the Company and the Guarantor are required to maintain an effective
Registration Statement, the Company and the Guarantor will promptly prepare and
file with the Commission a post–effective amendment to the Registration
Statement or a supplement to the related prospectus or file any other required
document so that, as thereafter delivered to purchasers of the Notes or
Exchange Notes from a Holder, the prospectus will not include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.


 


(k)           The
Company will provide a CUSIP number for the Notes and the Exchange Notes, not
later than the effective date of the applicable Registration Statement, and
will provide the Trustee with global certificates for the Notes or the Exchange
Notes in a form eligible for deposit with The Depository Trust Company.


 


(l)            The
Company and the Guarantor will make generally available to its security holders
promptly after the effective date of the applicable Registration Statement an
earning statement satisfying the provisions of Section 11(a) of the Securities
Act.


 


(m)          The
Company and the Guarantor will cause the Indenture to be qualified under the Trust
Indenture Act as required by applicable law in a timely manner.


 


(n)           The
Company may require each Holder of Transfer Restricted Securities to be
registered pursuant to any Shelf Registration Statement to furnish to the
Company or their counsel such information concerning the Holder and the
distribution of such Transfer Restricted Securities as the Company may from
time to time reasonably require for inclusion in such Shelf 


 


9

















 


Registration Statement, and the Company may exclude from such
registration the Transfer Restricted Securities of any Holder that fails to
furnish such information within a reasonable time after receiving such request.


 


(o)           In
the case of a Shelf Registration Statement, each Holder of Transfer Restricted
Securities to be registered pursuant thereto agrees by acquisition of such
Transfer Restricted Securities that, upon receipt of any notice from the
Company pursuant to Section 4(b)(ii) through (v), such Holder will discontinue
disposition of such Transfer Restricted Securities until such Holder’s receipt
of copies of the supplemental or amended prospectus contemplated by Section
4(j) or until advised in writing (the “Advice”) by the Company that the
use of the applicable prospectus may be resumed.  If the Company shall give any notice under Section 4(b)(ii)
through (v) during the period that the Company is required to maintain an
effective Registration Statement (the “Effectiveness Period”), such
Effectiveness Period shall be extended by the number of days during such period
from and including the date of the giving of such notice to and including the
date when each seller of Transfer Restricted Securities covered by such
Registration Statement shall have received (x) the copies of the supplemental
or amended prospectus contemplated by Section 4(j) (if an amended or
supplemental prospectus is required) or (y) the Advice (if no amended or
supplemental prospectus is required).


 


(p)           In
the case of a Shelf Registration Statement involving an underwritten offering,
the Company and the Guarantor shall enter into such customary agreements
(including, if requested, an underwriting agreement in customary form) and take
all such other action, if any, as Holders of a majority in aggregate principal
amount of the Notes and Exchange Notes being sold or the managing underwriters
(if any) shall reasonably request in order to facilitate any disposition of
Notes and Exchange Notes pursuant to such Shelf Registration Statement,
including, without limitation, (i) causing its counsel to deliver an opinion in
customary form, (ii) causing its officers to execute and deliver all customary
documents and certificates and (iii) causing its independent public accountants
to provide a comfort letter or letters in customary form.


 


(q)           In
the case of a Shelf Registration Statement involving an underwritten offering,
the Guarantor shall (i) make reasonably available for inspection by a
representative of, and Special Counsel (as defined below) acting for, Holders
of a majority in aggregate principal amount of the Notes and Exchange Notes
being sold and any underwriter participating in any disposition of Notes or
Exchange Notes pursuant to such Shelf Registration Statement, all relevant
financial and other records, pertinent corporate documents and properties of
the Guarantor and its material subsidiaries that are reasonably requested and
(ii) use its reasonable best efforts to have its officers, directors,
employees, accountants and counsel supply all relevant information reasonably
requested by such representative, Special Counsel or any such underwriter (an “Inspector”)
in connection with such Shelf Registration Statement; provided that any such records, documents,
properties and such information that is designated in writing by the Company
and the Guarantor, reasonably and in good faith, as confidential at the time of
delivery of such records, documents, properties or information shall be kept
confidential by any such representative, underwriter or Special Counsel and
shall be used only in connection with such Shelf Registration Statement, unless
such information has become available (not in violation of this Agreement) to
the public generally or through a third party without an accompanying 


 


10

















 


obligation of confidentiality, and except that such representative,
underwriter or Special Counsel shall have no liability, and shall not be in
breach of this provision, if disclosure of such confidential information is
made in connection with a court proceeding or required by applicable law.  Each such person will be required to agree
or acknowledge that information obtained by it as a result of such inspections
shall be deemed confidential and shall not be used by it as the basis for any
market transactions in the securities of the Company or the Guarantor unless
and until such is made generally available to the public through no fault or
action of such person not otherwise permitted under this Section 4(q).  Each such Holder of Notes will be required
to further agree that it will, upon learning that disclosure of confidential
information is necessary, give notice to the Company to allow the Company at
its expense to undertake appropriate action to prevent disclosure of such
confidential information. 
Notwithstanding any provision of this Section 4(q) to the contrary, such
representative, underwriter or Special Counsel shall be entitled to use such
confidential information, to the extent it deems necessary or appropriate, for
purposes of establishing any due diligence or other defense under applicable
law in connection with any action or claim arising from or relating to any
Registration Statement or related prospectus or this Agreement.


 


5.    Registration Expenses.  The Company and the Guarantor will bear all
expenses incurred in connection with the performance of their obligations under
Sections 1, 2, 3 and 4 and the Company and the Guarantor will reimburse the
Initial Purchasers and the Holders for the reasonable fees and disbursements of
one firm of attorneys (in addition to the reasonable fees and disbursements of
counsel in connection with state or other securities or blue sky qualification
of any of the Notes or Exchange Notes) chosen by the Holders of a majority in
aggregate principal amount of the Notes and the Exchange Notes to be sold
pursuant to each Registration Statement (the “Special Counsel”) acting
for the Initial Purchasers or Holders in connection therewith.  Each Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder’s Notes pursuant to a Registration Statement.


 


6.    Indemnification.  (a) 
In the event of a Shelf Registration Statement or in connection with any
prospectus delivery pursuant to an Exchange Offer Registration Statement by an
Initial Purchaser or Exchanging Dealer, as applicable, each of the Company and
the Guarantor shall jointly and severally indemnify and hold harmless each
Holder (including, without limitation, any such Initial Purchaser or Exchanging
Dealer), its affiliates, their respective officers, directors, employees,
representatives and agents, and each person, if any, who controls such Holder
within the meaning of the Securities Act or the Exchange Act (collectively
referred to for purposes of this Section 6 and Section 7 as a Holder) from and
against any loss, claim, damage or liability, joint or several, or any action
in respect thereof (including, without limitation, any loss, claim, damage,
liability or action relating to purchases and sales of Notes or Exchange
Notes), to which that Holder may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any such Registration Statement or any prospectus forming part
thereof or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of 


 


11

















 


the circumstances under which they were made, not
misleading, and shall reimburse each Holder promptly upon demand for any legal
or other expenses reasonably incurred by that Holder in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided,
however, that the Company and the
Guarantor shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of, or is based upon, an
untrue statement or alleged untrue statement in or omission or alleged omission
from any Registration Statement or any prospectus forming a part thereof or any
amendment or supplement thereto in reliance upon and in conformity with any
Holders’ Information or information supplied by any Initial Purchasers or
Exchanging Dealer expressly for inclusion therein; and provided  further,
that with respect to any such untrue statement in or omission from any related
preliminary prospectus, the indemnity agreement contained in this Section 6(a)
shall not inure to the benefit of any Holder from whom the person asserting any
such loss, claim, damage, liability or action received Notes or Exchange Notes
to the extent that such loss, claim, damage, liability or action of or with
respect to such Holder results from the fact that both (A) a copy of the
final prospectus was not sent or given to such person at or prior to the written
confirmation of the sale of such Notes or Exchange Notes to such person and (B)
the untrue statement in or omission from the related preliminary prospectus was
corrected in the final prospectus unless, in either case, such failure to
deliver the final prospectus was a result of non-compliance by the Company with
Section 4(d), 4(e), 4(f) or 4(g); and provided,
further, that the indemnity agreement contained in this Section 6(a)
shall not inure to the benefit of any Holder to the extent that any such loss,
claim, damage, liability or action results from the use by such Holder of a
prospectus otherwise than in connection with an offer or sale of Notes or
Exchange Notes.  Each Holder
acknowledges that the indemnity agreement in this subsection (a) does not
extend to any liability which such Holder might have under Section 5(b) of the
Securities Act by reason of the fact that such Holder sold Notes or Exchange
Notes to a person to whom there was not sent or given, at or prior to written
confirmation of such sale, a copy of the prospectus.


 


(b)           In
the event of a Shelf Registration Statement, each Holder shall indemnify and
hold harmless the Company, the Guarantor and their respective affiliates, their
respective officers, directors, employees, representatives and agents, and each
person, if any, who controls the Company or the Guarantor within the meaning of
the Securities Act or the Exchange Act (collectively referred to for purposes
of this Section 6(b) and Section 7 as the Company), from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Company may become subject, whether commenced or threatened, under
the Securities Act, the Exchange Act, any other federal or state statutory law
or regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement of a material fact contained in any such
Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with any Holders’
Information furnished to the Company by such Holder, and shall reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending or preparing 


 


12

















 


to defend against or appearing as a third party witness in connection
with any such loss, claim, damage, liability or action as such expenses are
incurred.


 


(c)           Promptly
after receipt by an indemnified party under this Section 6 of notice of any
claim or the commencement of any action, the indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party pursuant
to Section 6(a) or 6(b), notify the indemnifying party in writing of the
claim or the commencement of that action; provided,
however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 6 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) or harmed
by such failure; and provided  further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 6.  If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. 
After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 6 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than the reasonable costs of investigation; provided, however,
that an indemnified party shall have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (1)
the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded (based upon advice of counsel to the indemnified party) that there
may be legal defenses available to it or other indemnified parties that are
different from or in addition to those available to the indemnifying party, (3)
a conflict or potential conflict exists (based upon advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying
party has not in fact employed counsel reasonably satisfactory to the
indemnified party to assume the defense of such action within a reasonable time
after receiving notice of the commencement of the action, in each of which
cases the reasonable fees, disbursements and other charges of counsel will be
at the expense of the indemnifying party or parties.  It is understood that the indemnifying party or parties shall
not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees, disbursements and other
charges of more than one separate firm of attorneys (in addition to any local
counsel) at any one time for all such indemnified party or parties.  Each indemnified party, as a condition of
the indemnity agreements contained in Sections 6(a) and 6(b), shall use its
reasonable best efforts to cooperate with the indemnifying party in the defense
of any such action or claim.  No
indemnifying party shall be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with its written consent or if there be a final
judgment for the plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless any indemnified party from and against any loss or
liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested that an indemnifying party reimburse the
indemnified party for fees 


 


13

















 


and expenses of counsel as contemplated by this Section 6(c), the
indemnifying party shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into
more than 60 days after receipt by the indemnifying party of such request and
(ii) the indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement; provided that an indemnifying party shall
not be liable for any such settlement effected without its consent if such
indemnifying party (1) reimburses such indemnified party in accordance with
such request to the extent it considers, in good faith, to be reasonable and
(2) provides written notice to the indemnified party substantiating the unpaid
balance as unreasonable, in each case prior to the date of settlement.  No indemnifying party shall, without the
written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnification could have been sought hereunder by such
indemnified party, unless such settlement (x) includes an unconditional release
of such indemnified party in form and substance reasonably satisfactory to such
indemnified party from all liability on claims that are the subject matter of
such proceeding and (y) does not include any statement as to or any admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.


 


7.    Contribution.  If the indemnification provided for in Section
6 is unavailable or insufficient to hold harmless an indemnified party under
Section 6(a) or 6(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Company and the
Guarantor from the offering and sale of the Notes, on the one hand, and a
Holder with respect to the sale by such Holder of Notes or Exchange Notes, on
the other hand, or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company and the Guarantor on the one hand and such
Holder on the other hand with respect to the statements or omissions that
resulted in such loss, claim, damage or liability, or action in respect
thereof, as well as any other relevant equitable considerations.  The relative benefits received by the
Company and the Guarantor on the one hand and a Holder on the other hand with respect
to such offering and such sale shall be deemed to be in the same proportion as
the total net proceeds from the offering of the Notes (before deducting
expenses) received by or on behalf of the Company as set forth in the Offering
Memorandum, on the one hand, and the total proceeds received by such Holder
with respect to its sale of Notes or Exchange Notes, on the other hand, bear to
the total gross proceeds from the sale of the Notes or Exchange Notes.  The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to the Company and the Guarantor or information supplied
by the Company and the Guarantor on the one hand or to any Holders’ Information
supplied by such Holder on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission.  The
parties hereto agree that it would not be just and equitable if contributions
pursuant to this Section 7 were to be determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable
considerations referred to herein.  The
amount paid or payable by an indemnified party as a result of the loss,


 


14

















 


claim, damage or liability, or action in respect
thereof, referred to above in this Section 7 shall be deemed to include, for
purposes of this Section 7 and subject to the limitations described herein, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim.  Notwithstanding the
provisions of this Section 7, an indemnifying party that is a Holder of Notes
or Exchange Notes shall not be required to contribute any amount in excess of
the amount by which the total price at which the Notes or Exchange Notes sold
by such indemnifying party to any purchaser exceeds the amount of any damages
which such indemnifying party has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


 


8.    Rules 144 and 144A.  Each of the Company and the Guarantor shall
use its reasonable best efforts to file the reports required to be filed by it
under the Securities Act and the Exchange Act in a timely manner so long as
necessary to permit sales of such Holder’s securities pursuant to Rules 144 and
144A.  The Company and the Guarantor
covenant that they will take such further action as any Holder of Transfer
Restricted Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Transfer Restricted Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including, without limitation, the
requirements of Rule 144A(d)(4) in the event that the Company or the Guarantor
ceases to be a company subject to or in compliance with Schedule 13 or 15(d) of
the Exchange Act).  Upon the written
request of any Holder of Transfer Restricted Securities, the Company and the
Guarantor shall deliver to such Holder a written statement as to whether it has
complied with such requirements. Notwithstanding the foregoing, nothing in this
Section 8 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act.


 


9.    Underwritten
Registrations.  If any of the
Transfer Restricted Securities covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering will be
selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Securities included in such offering, subject to the
consent of the Company (which shall not be unreasonably withheld or delayed),
and such Holders shall be responsible for all underwriting commissions and
discounts in connection therewith.


 


No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person’s Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.


 


10.    Miscellaneous.  (a)  Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be 


 


15

















 


given, unless the Company has obtained the written
consent of Holders of a majority in aggregate principal amount of the Notes and
the Exchange Notes, taken as a single class. 
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders whose Notes or Exchange Notes are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by Holders of a majority in aggregate principal amount of
the Notes and the Exchange Notes being sold by such Holders pursuant to such
Registration Statement.


 


(b)           Notices.  All notices and other communications
provided for or permitted hereunder shall be made in writing by hand–delivery,
first–class mail, telecopier or air courier guaranteeing next-day
delivery at the addresses set forth below (unless such party notifies the other
parties hereto in writing of an alternative address):


 


(1)           if to a Holder, at
the most current address given by such Holder to the Company in accordance with
the provisions of this Section 10(b), which address initially is, with respect
to each Holder, the address of such Holder maintained by the Registrar under
the Indenture, with a copy in like manner to the Initial Purchasers at the
addresses set forth in the Purchase Agreement;


 


(2)           if to an Initial
Purchaser, at the addresses set forth in the Purchase Agreement;


 


(3)           if to the Company,
at the address of the Company set forth in the Purchase Agreement; and


 


(4)           if to the Guarantor,
at the address of the Guarantor set forth in the Purchase Agreement.


 


All such notices and communications shall be deemed to have been duly
given:  when delivered by hand, if
personally delivered; one business day after being delivered to a next–day
air courier; five business days after being deposited in the mail; and when
receipt is acknowledged by the recipient’s telecopier machine, if sent by
telecopier.


 


(c)           Successors
And Assigns.  This Agreement shall
be binding upon the Company, the Guarantor and their respective successors,
assigns and transferees, including, without limitation and without the need for
an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Exchange Notes in violation of the terms hereof or of the
Purchase Agreement or the Indenture.  If
any transferee of any Holder shall acquire Exchange Notes in any manner,
whether by operation of law or otherwise, such Exchange Notes shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Exchange Notes, such person shall be deemed to have agreed to be bound by, and
to perform its obligations under, this Agreement, including the restrictions on
resale set forth in this Agreement and, if applicable, the Purchase Agreement,
and such person shall be entitled to receive the benefits hereof.


 


(d)           Counterparts.  This Agreement may be executed in any number
of counterparts (which may be delivered in original form or by telecopier) and
by the parties hereto


 


16

















 


in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.


 


(e)           Definition
of Terms.  For purposes of this
Agreement, (a) the term “business day” means any day on which the New York
Stock Exchange, Inc. is open for trading, and (b) except where otherwise expressly
provided, the term “affiliate” has the meaning set forth in Rule 405 under
the Securities Act.


 


(f)            Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(g)           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


(h)           Consent
to Jurisdiction.  The Guarantor
irrevocably submits to the jurisdiction of any New York state or U.S. federal
court sitting in the Borough of Manhattan, The City of New York, in any suit,
action or proceeding relating to its obligations, liabilities or any other
matter arising out of or in connection with this Agreement.  The Guarantor hereby irrevocably agrees that
all claims in respect of any such action or proceeding may be heard and
determined in such New York state or U.S. federal court.  The Guarantor also hereby irrevocably
waives, to the fullest extent permitted by law, any objection to venue or the
defense of an inconvenient forum to the maintenance of any such action or
proceeding in any such court.


 


(i)            Appointment
of Agent for Service of Process. 
The Guarantor hereby (i) irrevocably designates and appoints its
principal executive offices at 50 Main Street, White Plains, New York 10606
(together with any successor, the “Authorized Agent”), as its agent upon
which process may be served in any suit, action or proceeding described in the
first sentence of Section 10(h) hereof and represents and warrants that the
Authorized Agent has accepted such designation and (ii) agrees that service of
process upon the Authorized Agent and written notice of said service to the
Guarantor mailed or delivered to its Secretary at its registered office at 2
Church Street, Hamilton, Bermuda, shall be deemed in every respect effective
service of process upon the Guarantor in any such suit or proceeding.  The Guarantor further agrees to take any and
all action, including the execution and filing of any and all such documents
and instruments, as may be necessary to continue such designation and
appointment of the Authorized Agent in full force and effect so long as any of
the Notes shall be outstanding.


 


(j)            Foreign
Taxes.  All payments to be made by
the Guarantor under this Agreement shall be paid free and clear of and without
deduction or withholding for or on account of, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature,
imposed by Bermuda or any other jurisdiction in which the Guarantor is located
or by any political subdivision or taxing authority thereof or therein, and all
interest, penalties or similar liabilities with respect thereto (collectively,
“Taxes”).  If any Taxes are required by
law to be deducted or withheld in connection with such payments, the Guarantor
will increase the amount paid so that the full amount of such payment is
received by the Holders.


 


(k)           Judgment
Currency.  If for the purposes of
obtaining judgment in any court it is necessary to convert a sum due hereunder
into any currency other than U.S. dollars, the 


 


17

















 


parties hereto agree, to the fullest extent permitted by law, that the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures a Holder could purchase U.S. dollars with such other
currency in the City of New York on the business day preceding that on which
final judgment is given.  The obligation
of the Guarantor with respect to any sum due from it to any Holder shall, notwithstanding
any judgment in a currency other than U.S. dollars, be discharged only if and
to the extent that on the first business day following receipt by such Holder
of any sum adjudged to be so due in such other currency, such Holder may in
accordance with normal banking procedures purchase U.S. dollars with such other
currency. If the U.S. dollars so purchased are less than the sum originally due
to such Holder hereunder, the Guarantor agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such Holder against such loss.
If the U.S. dollars so purchased are greater than the sum originally due to
such Holder hereunder, such Holder agrees to pay to the Guarantor an amount
equal to the excess of the U.S. dollars so purchased over the sum originally
due to such Holder hereunder.


 


(l)            Remedies.  In the event of a breach by the Company or
the Guarantor or by any Holder of any of their respective obligations under
this Agreement, each Holder or the Company or the Guarantor, as the case may
be, in addition to being entitled to exercise all rights granted by law,
including recovery of damages (other than the recovery of damages for a breach
by the Company or the Guarantor of their obligations under Sections 1 or 2
hereof for which additional interest has been paid pursuant to Section 3
hereof), will be entitled to specific performance of its rights under this
Agreement.


 


(m)          No
Inconsistent Agreements.  Each of
the Company and the Guarantor represents, warrants and agrees that (i) it has
not entered into, shall not, on or after the date of this Agreement, enter into
any agreement that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof, (ii) it has
not previously entered into any agreement which remains in effect granting any
registration rights with respect to any of its debt securities to any person
and (iii) without limiting the generality of the foregoing, without the written
consent of the Holders of a majority in aggregate principal amount of the then
outstanding Transfer Restricted Securities, it shall not grant to any person
the right to request the Company to register any debt securities of the Company
under the Securities Act unless the rights so granted are not in conflict or
inconsistent with the provisions of this Agreement.


 


(n)           No
Piggyback on Registrations.  Neither
the Company nor any of its security holders (other than the Holders of Transfer
Restricted Securities in such capacity) shall have the right to include any
securities of the Company in any Registered Exchange Offer other than Transfer
Restricted Securities.


 


(o)           Severability.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.  If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall
use their reasonable best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision,


 


18

















 


covenant or restriction.  It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.


 


19

















 


Please confirm that the foregoing correctly sets forth
the agreement among the Company, the Guarantor and the Initial Purchasers.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  BUNGE LIMITED FINANCE
  CORP.

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ MORRIS KALEF

  
	
   

  	
   

  	
  Name: Morris Kalef

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  BUNGE LIMITED

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ WILLIAM M. WELLS

  
	
   

  	
   

  	
  Name: William M. Wells

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  



 


	
  Accepted
  and Agreed:

  	
   

  
	
   

  	
   

  
	
  J.P.
  MORGAN SECURITIES INC.

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ J.P. MORGAN SECURITIES INC.

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  SALOMON
  SMITH BARNEY INC.

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ SALOMON SMITH BARNEY INC.

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  CREDIT
  SUISSE FIRST BOSTON CORPORATION

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ CREDIT SUISSE FIRST BOSTON CORPORATION

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
									



 


20