Exhibit
4.1


Indenture


 


BUNGE LIMITED
FINANCE CORP.,


as Issuer


 


BUNGE LIMITED,


as Guarantor


 


AND


 


THE BANK OF
NEW YORK, 


as Trustee


 


7.80% Senior
Notes Due 2012


 


INDENTURE


 


Dated as of
October 15, 2002


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

  
	
  SECTION 1.1 .  Definitions

  
	
  SECTION 1.2 .  Incorporation by
  Reference of Trust Indenture Act

  
	
  SECTION 1.3 .  Rules of
  Construction

  
	
   

  
	
  ARTICLE
  II THE NOTES

  
	
  SECTION
  2.1 .  Form, Dating and Terms

  
	
  SECTION
  2.2 .  Execution and Authentication

  
	
  SECTION
  2.3 .  Registrar and Paying Agent

  
	
  SECTION
  2.4 .  Paying Agent To Hold Money in Trust

  
	
  SECTION
  2.5 .  Noteholder Lists

  
	
  SECTION
  2.6 .  Transfer and Exchange

  
	
  SECTION
  2.7 .  Form of Certificate to be Delivered in Connection with
  Transfers to Institutional Accredited Investors

  
	
  SECTION
  2.8 .  Form of Certificate to be Delivered in Connection with
  Transfers Pursuant to Regulation S

  
	
  SECTION
  2.9 .  Mutilated, Destroyed, Lost or Stolen Notes

  
	
  SECTION
  2.10 .  Outstanding Notes

  
	
  SECTION
  2.11 .  Temporary Notes

  
	
  SECTION
  2.12 .  Cancellation

  
	
  SECTION
  2.13 .  Payment of Interest; Defaulted Interest

  
	
  SECTION
  2.14 .  Computation of Interest

  
	
  SECTION
  2.15 .  CUSIP and ISIN Numbers

  
	
   

  
	
  ARTICLE
  III COVENANTS

  
	
  SECTION
  3.1 .  Payment of Notes

  
	
  SECTION
  3.2 .  Limitation and Restrictions on
  Activities of the Company..

  
	
  SECTION
  3.3 .  Financial Covenants

  
	
  SECTION
  3.4 .  Limitation on Liens

  
	
  SECTION
  3.5 .  Limitation on Sale-Leaseback Transactions

  
	
  SECTION
  3.6 .  Exclusion From Limitations

  
	
  SECTION
  3.7 .  Limitation on Sale of Assets

  
	
  SECTION
  3.8 .  Limitation on Transactions with Affiliates

  
	
  SECTION
  3.9 .  Limitation on Indebtedness of Subsidiaries

  
	
  SECTION
  3.10 .  Restrictions on Dividends or Loans by Designated Obligors
  or Material Subsidiaries

  
	
  SECTION
  3.11 .  Maintenance of Office or Agency

  
	
  SECTION
  3.12 .  Corporate Existence

  
	
  SECTION
  3.13 .  Maintenance of Properties; Insurance

  
	
  SECTION
  3.14 .  Payment of Taxes and Other Claims

  
	
  SECTION
  3.15 .  Payments for Consent

  
	
  SECTION
  3.16 .  Compliance Certificate

  
	
  SECTION
  3.17 .  Further Instruments and Acts

  



 


i

















 


	
  SECTION
  3.18 .  Statement by Officers as to Default

  
	
  SECTION
  3.19 .  Notice of Change in Bermuda
  Law, Debt Ratings

  
	
   

  
	
  ARTICLE
  IV SUCCESSOR GUARANTOR

  
	
  SECTION 4.1 .  Consolidation, Merger, Amalgamation and Sale
  of Assets by the Guarantor

  
	
   

  
	
  ARTICLE
  V OPTIONAL REDEMPTION OF NOTES

  
	
  SECTION
  5.1 .  Optional Redemption by the Company

  
	
  SECTION
  5.2 .  Applicability of Article

  
	
  SECTION
  5.3 .  Election to Redeem; Notice to Trustee

  
	
  SECTION
  5.4 .  Selection by Trustee of Notes to Be Redeemed

  
	
  SECTION
  5.5 .  Notice of Redemption

  
	
  SECTION 5.6 .  Deposit of Redemption Price

  
	
  SECTION
  5.7 .  Notes Payable on Redemption Date

  
	
  SECTION
  5.8 .  Notes Redeemed in Part

  
	
   

  
	
  ARTICLE
  VI PREPAYMENT AT THE OPTION OF HOLDERS UPON CHANGE OF CONTROL

  
	
  SECTION 6.1 .  Prepayment at the Option of Holders Upon a
  Change of Control

  
	
   

  
	
  ARTICLE
  VII DEFAULTS AND REMEDIES

  
	
  SECTION
  7.1 .  Events of Default

  
	
  SECTION
  7.2 .  Acceleration

  
	
  SECTION 7.3 .  Other Remedies

  
	
  SECTION
  7.4 .  Waiver of Past Defaults

  
	
  SECTION 7.5 .  Control by Majority

  
	
  SECTION
  7.6 .  Limitation on Suits

  
	
  SECTION
  7.7 .  Rights of Holders to Receive Payment

  
	
  SECTION
  7.8 .  Collection Suit by Trustee

  
	
  SECTION
  7.9 .  Trustee May File Proofs of Claim

  
	
  SECTION
  7.10 .  Priorities

  
	
  SECTION
  7.11 .  Undertaking for Costs

  
	
   

  
	
  ARTICLE
  VIII TRUSTEE

  
	
  SECTION 8.1 .  Duties of Trustee

  
	
  SECTION
  8.2 .  Rights of Trustee

  
	
  SECTION
  8.3 .  Individual Rights of Trustee

  
	
  SECTION
  8.4 .  Trustee’s Disclaimer

  
	
  SECTION 8.5 .  Notice of Defaults

  
	
  SECTION
  8.6 .  Reports by Trustee to Holders

  
	
  SECTION
  8.7 .  Compensation and Indemnity

  
	
  SECTION 8.8 .  Replacement of Trustee

  
	
  SECTION 8.9 .  Successor Trustee by Merger

  
	
  SECTION
  8.10 .  Eligibility; Disqualification

  
	
  SECTION
  8.11 .  Preferential Collection of Claims Against Company

  
	
  SECTION
  8.12 .  Trustee’s Application for Instruction from the Company

  



 


ii

















 


	
  ARTICLE
  IX DISCHARGE OF INDENTURE; DEFEASANCE

  
	
  SECTION
  9.1 .  Discharge of Liability on Notes; Defeasance

  
	
  SECTION 9.2 .  Conditions to
  Defeasance

  
	
  SECTION 9.3 .  Application of
  Trust Money

  
	
  SECTION 9.4 .  Repayment to
  Company

  
	
  SECTION 9.5 .  Indemnity for U.S.
  Government Securities

  
	
  SECTION 9.6 .  Reinstatement

  
	
   

  
	
  ARTICLE
  X AMENDMENTS

  
	
  SECTION 10.1 .  Without Consent
  of Holders

  
	
  SECTION 10.2 .  With Consent of
  Holders

  
	
  SECTION 10.3 .  Compliance with
  Trust Indenture Act

  
	
  SECTION 10.4 .  Revocation and
  Effect of Consents and Waivers

  
	
  SECTION 10.5 .  Notation on or
  Exchange of Notes

  
	
  SECTION 10.6 .  Trustee To Sign
  Amendments

  
	
   

  
	
  ARTICLE
  XI GUARANTEE

  
	
  SECTION 11.1 .  Guarantee

  
	
  SECTION 11.2 .  No Subrogation

  
	
  SECTION 11.3 .  Consideration

  
	
   

  
	
  ARTICLE
  XII MISCELLANEOUS

  
	
  SECTION 12.1 .  Trust Indenture
  Act Controls

  
	
  SECTION 12.2 .  Notices

  
	
  SECTION 12.3 .  Communication by
  Holders with other Holders

  
	
  SECTION 12.4 .  Certificate and
  Opinion as to Conditions Precedent

  
	
  SECTION 12.5 .  Statements
  Required in Certificate or Opinion

  
	
  SECTION 12.6 .  When Notes
  Disregarded

  
	
  SECTION
  12.7 .  Rules by Trustee, Paying Agent and Registrar

  
	
  SECTION
  12.8 .  Legal Holidays

  
	
  SECTION 12.9.  GOVERNING LAW

  
	
  SECTION
  12.10 .  No Recourse Against Others

  
	
  SECTION
  12.11 .  Successors

  
	
  SECTION
  12.12 .  Consent to Jurisdiction

  
	
  SECTION
  12.13 .  Appointment for Agent for
  Service of Process

  
	
  SECTION
  12.14 .  Waiver of Immunities

  
	
  SECTION
  12.15 .  Foreign Taxes

  
	
  SECTION
  12.16 .  Judgment Currency

  
	
  SECTION
  12.17 .  No Bankruptcy Petition
  Against the Borrower; Liability of the Borrower

  
	
  SECTION
  12.18 .  Multiple Originals

  
	
  SECTION
  12.19 .  Qualification of Indenture

  
	
  SECTION
  12.20 .  Table of Contents; Headings

  



 


	
  EXHIBIT A

  	
   

  	
  Form of the Initial Note and Subsequent
  Note

  
	
  EXHIBIT B

  	
   

  	
  Form of the Exchange Note

  



 


iii

















 


	
  EXHIBIT C

  	
   

  	
  Form of Certificate to be Delivered in
  Connection with Transfers to Institutional Accredited Investors

  
	
  EXHIBIT D

  	
   

  	
  Form of Certificate to be Delivered in
  Connection with Transfers Pursuant to Regulation S

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  1.1

  	
   

  	
  Designated Obligors and Material
  Subsidiaries

  
	
  SCHEDULE
  3.4

  	
   

  	
  Existing
  Liens

  
	
  SCHEDULE
  3.7

  	
   

  	
  Existing Commitments Regarding Future
  Dispositions

  
	
  SCHEDULE
  3.9(a)

  	
   

  	
  Long-Term Indebtedness of Subsidiaries as
  of June 30, 2002

  
	
  SCHEDULE
  3.9(e)

  	
   

  	
  Assumed Cereol Indebtedness

  
	
  SCHEDULE
  4.1

  	
   

  	
  Full Member States of the European Union as
  of September 25, 2002

  



 


iv

















 


CROSS-REFERENCE
TABLE


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture

  Section

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  310(a)

  	
  (1)

  	
   

  	
   

  	
  8.10

  	
   

  	
   

  
	
  (a)

  	
  (2)

  	
   

  	
   

  	
  8.10

  	
   

  	
   

  
	
  (a)

  	
  (3)

  	
   

  	
   

  	
  N.A.

  	
   

  	
   

  
	
  (a)

  	
  (4)

  	
   

  	
   

  	
  N.A.

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  8.8 

  	
  ;8.10

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  	
   

  
	
  311(a)

  	
   

  	
   

  	
   

  	
  8.11

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  8.11

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  	
   

  
	
  312(a)

  	
   

  	
   

  	
   

  	
  2.5

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  12.3

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  12.3

  	
   

  	
   

  
	
  313(a)

  	
   

  	
   

  	
   

  	
  8.6

  	
   

  	
   

  
	
  (b)

  	
  (1)

  	
   

  	
   

  	
  N.A.

  	
   

  	
   

  
	
  (b)

  	
  (2)

  	
   

  	
   

  	
  8.6

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  8.6

  	
   

  	
   

  
	
  (d)

  	
   

  	
   

  	
   

  	
  8.6

  	
   

  	
   

  
	
  314(a)

  	
   

  	
   

  	
   

  	
  3.16 

  	
  ;12.2; 12.5

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  N.A

  	
  .

  	
   

  
	
  (c)

  	
  (1)

  	
   

  	
   

  	
  12.4

  	
   

  	
   

  
	
  (c)

  	
  (2)

  	
   

  	
   

  	
  12.4

  	
   

  	
   

  
	
  (c)

  	
  (3)

  	
   

  	
   

  	
  N.A

  	
  .

  	
   

  
	
  (d)

  	
   

  	
   

  	
   

  	
  N.A

  	
  .

  	
   

  
	
  (e)

  	
   

  	
   

  	
   

  	
  12.5

  	
   

  	
   

  
	
  315(a)

  	
   

  	
   

  	
   

  	
  8.1

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  8.5

  	
  ; 12.2

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  8.1

  	
   

  	
   

  
	
  (d)

  	
   

  	
   

  	
   

  	
  8.1

  	
   

  	
   

  
	
  (e)

  	
   

  	
   

  	
   

  	
  7.11

  	
   

  	
   

  
	
  316(a)(last
  sentence)

  	
   

  	
   

  	
   

  	
  12.6

  	
   

  	
   

  
	
  (a)

  	
  (1)(A)

  	
   

  	
   

  	
  7.5

  	
   

  	
   

  
	
  (a)

  	
  (1)(B)

  	
   

  	
   

  	
  7.4

  	
   

  	
   

  
	
  (a)

  	
  (2)

  	
   

  	
   

  	
  N.A

  	
  .

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.8

  	
   

  	
   

  
	
  317(a)

  	
  (1)

  	
   

  	
   

  	
  7.8

  	
   

  	
   

  
	
  (a)

  	
  (2)

  	
   

  	
   

  	
  7.9

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  2.4

  	
   

  	
   

  
	
  318(a)

  	
   

  	
   

  	
   

  	
  12.1

   

  	
   

  	
   

  
	
   

  	
  N.A. means
  Not Applicable.

  	
   

  	
   

  	
   

  	
   

  
								



 


Note: This Cross-Reference Table shall not,
for any purpose, be deemed to be part of this Indenture.


 


v

















 


INDENTURE dated as of October 15, 2002, among
BUNGE LIMITED FINANCE CORP., a Delaware corporation (the “Company”), as
issuer, BUNGE LIMITED, a company incorporated under the laws of Bermuda with
limited liability (the “Guarantor”), as guarantor, and THE BANK OF NEW
YORK, a New York banking corporation (the “Trustee”), as trustee.


 


Each party agrees as follows for the benefit
of the other parties and for the equal and ratable benefit of the Holders of
(i) the Company’s 7.80% Senior Notes Due 2012 issued on the date hereof and the
guarantees thereof by the Guarantor (the “Initial Notes”), (ii) if and
when issued, additional 7.80% Senior Notes Due 2012 which may be offered
subsequent to the Issue Date and the guarantees thereof by the Guarantor (the “Subsequent
Notes”) and (iii) if and when issued in exchange for the Initial Notes as
provided in the Exchange and Registration Rights Agreement or a similar
agreement relating to the Initial Notes, the Company’s 7.80% Senior Notes Due
2012 and the guarantees thereof by the Guarantor (the “Exchange Notes”
and together with the Initial Notes and any Subsequent Notes, the “Notes”).


 


ARTICLE I


 


Definitions and Incorporation by Reference


 


SECTION
1.1.  Definitions


 


“Affiliate” means, with respect to any specified
Person, any other Person, directly or indirectly, controlling or controlled by
or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing; provided,
however, that the existence of a management contract by the Company
or an Affiliate of the Company to manage another entity shall not be deemed to
be control.  Solely for purposes of
Section 3.8 hereof, “Affiliate” also means any Person beneficially owning
or holding, directly or indirectly, 10% or more of any class of the Voting
Stock of the Guarantor or any Subsidiary or any Person of which one or more of
the Guarantor and its Subsidiaries beneficially own or hold, in the aggregate,
directly or indirectly, 10% or more of the Voting Stock of such Person.


 


“Agent Member” has the meaning ascribed to it in
Section 2.1(d) hereof.


 


“Asset Securitization Transaction” means any transfer
of accounts receivable and other related assets to the extent that such
transfer is treated as a sale of financial assets under FASB Statement No. 140,
as in effect from time to time.


 


“Attributable Indebtedness” means, when used
with respect to any Sale-Leaseback Transaction, as at the time of
determination, the present value (discounted at the rate of interest set forth
in or implicit in the terms of the lease) of the total obligations of the
lessee for rental payments (other than amounts required to be paid on account
of property taxes, maintenance, repairs, insurance, assessments, utilities,
operating and labor costs and other items that do not constitute payments for
property rights) during the remaining term of the lease


 

















 


included in such Sale-Leaseback
Transaction (including any period for which such lease has been extended). In
the case of any lease that is terminable by the lessee upon the payment of a
penalty or other termination payment, such amount shall be the amount determined
assuming termination upon the first date such lease may be terminated (in which
case the amount shall also include the amount of the penalty or termination
payment, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated).


 


“Authenticating Agent” has the meaning
ascribed to it in Section 2.2 hereof.


 


“Board of Directors” means, with respect to
any Person, the board of directors of such Person or any duly authorized
committee thereof.


 


“Bunge Master Trust” means the trust created
pursuant to the Pooling Agreement, a beneficial interest in the assets of which
will be acquired by the Company through the Series 2002-1 VFC.


 


“Business Day” means a day other than a
Saturday, Sunday or other day on which commercial banking institutions are
authorized or required by law to close in New York, New York.


 


“Capital Stock” means, with respect to any
Person, any and all shares, interests, rights to purchase, warrants, options
(whether or not currently exercisable), participations or other equivalents of
or interests in (however designated) the equity (which includes, but is not
limited to, common stock, preferred stock and partnership and joint venture
interests) of such Person (excluding any debt securities convertible into, or
exchangeable for, such equity).


 


“Cereol”
means Cereol S.A., a company organized under the laws of France.


 


“Change of Control”
means (a) with respect to the Guarantor, the occurrence of either of the
following events:


 


(1)                                  at
any time during any twelve (12) consecutive calendar months, more than 50% of
the members of the Board of Directors of the Guarantor who were members on the
first day of such period shall have resigned or shall have been removed or
replaced, other than as a result of death, disability or change in personal
circumstances; or


 


(2)                                  any
person or “group” (as defined in section 13(d)(3) of the Exchange Act, but
excluding (A) any employee benefit or stock ownership plans of the Guarantor,
(B) members of the Board of Directors and executive officers of the Guarantor
as of the Issue Date, (C) the families of such members and executive officers,
and (D) family trusts established by or for the benefit of any of the foregoing
individuals) shall have acquired more than 50% of the combined voting power of
all classes of common shares of the Guarantor,


 


provided
that a Change of Control shall not be deemed to have occurred under this clause (a) in the event that the
purchase by the Guarantor of common shares issued and outstanding on the


 


2

















 


Issue Date results in one or more of the Guarantor’s shareholders of
record as of the Issue Date controlling more than 50% of the combined voting
power of all classes of common shares of the Guarantor; and


 


(b)                                 with
respect to the Company, if at any time the Guarantor shall fail to own,
directly or indirectly, 100% of the Capital Stock of the Company.


 


“Change of Control Offer” has the meaning ascribed to
it in Section 6.1(a) hereof.


 


“Change of Control Payment” has the meaning ascribed
to it in Section 6.1(a) hereof.


 


“Change of Control Payment Date” has the
meaning ascribed to it in Section 6.1(b) hereof.


 


“Code” means the U.S. Internal Revenue Code
of 1986, as amended.


 


“Company” means Bunge Limited Finance Corp.
or its successor.


 


“Company Order” has the meaning ascribed to
it in Section 2.2 hereof.


 


“Consolidated Adjusted
Capitalization” means, at any date of determination, the sum of
(a) Consolidated Net Worth plus (b) Consolidated Adjusted Net
Debt, in each case determined at such date.


 


“Consolidated Adjusted Net
Debt” means, with respect to the Guarantor and its Subsidiaries, at any
date of determination, (a) the aggregate principal amount of the
Indebtedness of the Guarantor and its Subsidiaries determined on a consolidated
basis at such date minus (b) the sum of all cash, cash
equivalents under U.S. GAAP, and Liquid Inventory of the Guarantor and its
Subsidiaries at such date.


 


“Consolidated Current
Assets” means, at any date of determination, all assets of the Guarantor
and its Subsidiaries that would be reflected as current assets on a
consolidated balance sheet of such Persons prepared in accordance with U.S.
GAAP at such date.


 


“Consolidated
Current Liabilities”  means, at any date of determination, all
liabilities of the Guarantor and its Subsidiaries that would be reflected as
current liabilities on a consolidated balance sheet of such Persons prepared in
accordance with U.S. GAAP at such date.


 


“Consolidated
Net Income” means, with respect to any period, the consolidated
net income (or loss) of the Guarantor and its Subsidiaries for such period
(taken as a cumulative whole) as determined in accordance with GAAP, after
eliminating all offsetting debits and credits between the Guarantor and its
Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Guarantor and its
Subsidiaries in accordance with GAAP.


 


3

















 


“Consolidated Net Tangible Assets” means, at
any date of determination, the total amount of assets of the Guarantor and its
consolidated subsidiaries after deducting therefrom:


 


(1)                                  all
current liabilities (excluding any current liabilities that by their terms are
extendable or renewable at the option of the obligor thereon to a time more
than 12 months after the time as of which the amount thereof is being
computed);


 


(2)                                  total
prepaid expenses and deferred charges; and


 


(3)                                  all
goodwill, trade names, trademarks, patents, licenses, copyrights and other
intangible assets, all as set forth, or on a pro forma basis would be set
forth, on the consolidated balance sheet of the Guarantor and its consolidated
subsidiaries for its most recently completed fiscal quarter, prepared in  accordance with generally accepted
accounting principles.


 


“Consolidated Net Worth” means the Net Worth of
the Guarantor and its Subsidiaries determined on a consolidated basis in
accordance with U.S. GAAP, plus minority interests in Subsidiaries.


 


“Consolidated Total Assets” means, at any date of
determination, the amount at which the total assets of the Guarantor and the
Subsidiaries appear on the then most recent annual consolidated balance sheet
of such Persons prepared in accordance with U.S. GAAP, after deduction of
depreciation, amortization and all other properly deductible valuation
reserves.


 


“Corporate Trust Office” has the meaning
ascribed to it in Section 3.11 hereof.


 


“covenant defeasance option” has the meaning
ascribed to it in Section 9.1(b) hereof.


 


“Debt
Prepayment Application” means, with respect to any Disposition of
property, the application by the Guarantor or its Subsidiaries of cash in an
amount equal to the Net Proceeds Amount with respect to such Disposition to pay
Senior Indebtedness of the Guarantor.


 


“Default” means any event which is, or after
notice or passage of time or both would be, an Event of Default.


 


“Defaulted Interest” has the meaning ascribed
to it in Section 2.13 hereof.


 


“Definitive Notes” means certificated Notes.


 


“Designated Obligor” means the Guarantor and
the Subsidiaries of the Guarantor set forth on Schedule 1.1 hereto and any
other Subsidiary designated by the Guarantor from time to time, and each of
their successors.


 


“Disposition” has the meaning ascribed to it in
Section 3.7 hereof.


 


4

















 


“Disposition
Value” means, at any date of determination, with respect to any
property (a) in the case of property that does not constitute Subsidiary Stock,
the book value thereof, valued at the time of such disposition in good faith by
the Guarantor, and (b) in the case of property that constitutes Subsidiary
Stock, an amount equal to that percentage of the book value of the assets of
the Subsidiary that issued such stock as is equal to the percentage that the
book value of such Subsidiary Stock represents of the book value of all of the
outstanding Capital Stock of such Subsidiary (assuming, in making such
calculations, that all securities (as such term is defined in Section 2(1) of
the Securities Act) convertible into such Capital Stock are so converted and
giving full effect to all transactions that would occur or be required in
connection with such conversion) determined at the time of the disposition
thereof, in good faith by the Guarantor.


 


“DTC” means The Depository Trust Company, its
nominees and their respective successors and assigns, or such other depository
institution hereinafter appointed by the Company.


 


“Event of Default” has the meaning ascribed
to it in Section 7.1 hereof.


 


“Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended.


 


“Exchange and Registration Rights Agreement”
means the Exchange and Registration Rights Agreement dated the Issue Date among
the Company, the Guarantor and the Initial Purchasers.


 


“Exchange Global Note” has the meaning
ascribed to it in Section 2.1(a) hereof.


 


“Exchange Notes” has the meaning ascribed to
it in the second introductory paragraph of this Indenture.


 


“Excluded Dispositions” has the meaning ascribed to it
in Section 3.7(h) hereof.


 


“Fair
Market Value” means, with respect to any property, the sale value
of such property that would be realized in an arm’s-length sale at such time
between an informed and willing buyer, and an informed and willing seller,
under no compulsion to buy or sell, respectively.


 


“Fiscal Year” means the fiscal year of the
Company ending on December 31 of each year.


 


“Global Notes” has the meaning ascribed to it
in Section 2.1(a) hereof.


 


 “guarantee” means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such
Person:


 


(1)                                  to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness
of such other Person (whether arising by virtue of partnership arrangements, or
by agreement to keep-well, to 


 


5

















 


purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise); or


 


(2)                                  entered into for
purposes of assuring in any other manner the obligee of such Indebtedness of
the payment thereof or to protect such obligee against loss in respect thereof
(in whole or in part);


 


provided, however, that the term “guarantee”
will not include endorsements for collection or deposit in the ordinary course
of business. The term “guarantee,” when used as a verb, has a corresponding
meaning.


 


“Guarantee” means any guarantee of payment of
the Notes and any other obligations of the Company by the Guarantor pursuant to
the terms of this Indenture.


 


“Guarantor” means Bunge Limited.


 


“Guaranty” means the Third Amended and
Restated Guaranty, dated as of September 6, 2002, by the Guarantor to
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., JPMorgan Chase Bank and
the Master Trust Trustee, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms, subject to Section
3.2(f) hereof


 


“Hedge Agreements” means all interest rate
swaps, caps or collar agreements or similar arrangements dealing with interest
rates or currency exchange rates or the exchange of nominal interest
obligations, either generally or under specific contingencies.


 


“Holder” or “Noteholder” means the Person in
whose name a Note is registered in the Note Register.


 


“IAI” has the meaning ascribed to it in
Section 2.1(a) hereof.


 


“Indebtedness” means, as to any Person,
without duplication, (a) all obligations of such Person for borrowed money, (b)
all obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (c) all obligations of such Person to pay the deferred
purchase price of property, except trade accounts payable arising in the
ordinary course of business, (d) all obligations of such Person as lessee which
are capitalized in accordance with U.S. GAAP, (e) all obligations of such
Person created or arising under any conditional sales or other title retention
agreement with respect to any property acquired by such Person (including
without limitation, obligations under any such agreement which provides that
the rights and remedies of the seller or lender thereunder in the event of
default are limited to repossession or sale of such property), (f) all
obligations of such Person with respect to letters of credit and similar
instruments, including without limitation obligations under reimbursement
agreements, (g) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has existing right, contingent or otherwise, to be secured
by) a Lien on any asset of such Person, whether or not such Indebtedness is
assumed by such Person, (h) all net obligations of such Person in respect of equity
derivatives and Hedge Agreements and (i) all guarantees of such Person (other
than guarantees of obligations of direct or indirect Subsidiaries of such
Person).


 


6

















 


“Indenture” means this Indenture, as amended
or supplemented from time to time in accordance with its terms.


 


“Initial Purchasers” means, collectively,
Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc. and Salomon
Smith Barney Inc.


 


“Initial Notes” has the meaning ascribed to it
in the second introductory paragraph of this Indenture.


 


“Institutional Accredited Investor Global
Note” has the meaning ascribed to it in Section 2.1(a) hereof.


 


“Issue Date” means the date on which the
Initial Notes are originally issued.


 


“legal defeasance option” has the meaning
ascribed to it in Section 9.1(b) hereof.


 


“Legal Holiday” has the meaning ascribed to
it in Section 12.8 hereof.


 


“Lien” means any mortgage, lien, security
interest, pledge, charge or other encumbrance.


 


“Liquid
Inventory” means, as to the Guarantor and its Subsidiaries at any
date of determination, its inventory at such date of determination of
commodities which are traded on any recognized commodities exchange, valued in
accordance with prevailing market practices applicable to the type of such
commodity at either (a) the lower of cost and the market value at such
date of determination or (b) the market value at such date.


 


“Long-Term
Indebtedness” means, with respect to any Person, without
duplication, Indebtedness having a final maturity of more than one year from
the date of origin thereof (or which is renewable or extendible at the option
of the obligor for a period or periods of more than one year from such date of
origin) or outstanding under revolving credit agreements or other similar
agreements providing for borrowings for over one year from the date of origin
thereof or Indebtedness that is extendible or renewable at the option of such
Person to a time more than one year after such date of origin (but excluding
therefrom all payments in respect of such Indebtedness that are due and payable
within one year of such time).


 


“Master Trust Transaction Documents” means
the collective reference to the Pooling Agreement, the Series 2002-1
Supplement, the Series 2002-1 VFC, the Sale Agreement, the Servicing Agreement
and the Guaranty.


 


“Master Trust Trustee” means The Bank of New
York, as trustee under, and for the purposes of, the Master Trust Transaction
Documents, and any successor thereto.


 


“Material”
means material in relation to the business, operations, affairs, financial
condition, assets or properties of the Guarantor and its consolidated
Subsidiaries taken as a whole.


 


7

















 


“Material Adverse Effect” means a material
adverse effect, or any development involving a prospective material adverse
effect, in the condition, financial or otherwise, or in the earnings, business
or operations of the Guarantor and its Subsidiaries taken as a whole.


 


“Material
Subsidiary” means, at any time, any Subsidiary of the Guarantor
which at such time (a) has total assets aggregating in excess of 5% of
Consolidated Total Assets or (b) the portion of Consolidated Net Income
which was contributed by such Subsidiary during the four fiscal quarters then
most recently ended exceeds 5% of Consolidated Net Income.  The Material Subsidiaries as of the date
hereof are set forth on Schedule 1.1 hereto.


 


“Net
Proceeds Amount”  means, with respect to any Disposition of
any property by any Person, an amount equal to the difference of (a) the
aggregate amount of the consideration (valued at no less than the Fair Market
Value of such consideration at the time of the consummation of such
Disposition) received by such Person in respect of such Disposition, minus (b) all ordinary and reasonable
out-of-pocket costs and expenses actually incurred by such Person in connection
with such Disposition.




“Net Worth”  means,
with respect to any Person, the sum of such Person’s capital stock, capital in
excess of par or stated value of shares of its capital stock, retained earnings
and any other account which, in accordance with U.S. GAAP, constitutes
stockholders’ equity, excluding any treasury stock.


 


“Non-Designated
Obligor” means any Subsidiary that is not a Designated Obligor.


 


“Non-U.S. Person” means a person who is not a
U.S. person, as defined in Regulation S.


 


“Note Register” means the register of Notes,
maintained by the  Registrar,
pursuant to Section 2.3 hereof.


 


“Notes” means the collective reference to the
Initial Notes, the Subsequent Notes and the Exchange Notes.


 


“Obligations” has the meaning ascribed to it
in Section 11.1 hereof.


 


“Officer” means the Chairman of the Board of
Directors, the Chief Executive Officer, the President, the Chief Financial
Officer, any Vice President, the Treasurer or the Secretary of the Company or
the Guarantor, as applicable.


 


“Officers’ Certificate” means a certificate
signed by two Officers or attorneys-in-fact or by an Officer and either an
Assistant Treasurer or an Assistant Secretary of the Company or the Guarantor,
as applicable.


 


“Opinion of Counsel” means a written opinion
from legal counsel, which counsel may be an employee of or counsel to the
Company.


 


8

















 


“Pari Passu
Indebtedness” means Indebtedness for borrowed money, the proceeds
of which are used to purchase interests in the Series 2002-1 VFC and/or to
refinance Indebtedness originally used for such purpose, and Indebtedness
incurred in connection with Hedge Agreements, in each case which ranks not
greater than pari passu (in priority of payment) with the Notes.


 


“Paying Agent” has the meaning ascribed to it
in Section 2.3 hereof.


 


“Permitted Indebtedness” means (a)
Indebtedness of the Company under the Notes and (b) Pari Passu Indebtedness.


 


“Permitted Liens” means:


 


(1)                                  Liens
for current taxes, assessments or other governmental charges which are not
delinquent or remain payable without any penalty, or the validity of which is
contested in good faith by appropriate proceedings upon stay of execution of
the enforcement thereof or upon posting a bond in connection therewith;


 


(2)                                  any
Lien pursuant to any order or attachment or similar legal process arising in
connection with court proceedings; provided
that the execution or other enforcement thereof is effectively stayed or a
sufficient bond had been posted and the claims secured thereby are being
contested at the time in good faith by appropriate proceedings;


 


(3)                                  any
Liens securing bonds posted with respect to and in compliance with clauses (1)
and (2) above;


 


(4)                                  any
Liens securing the claims of mechanics, laborers, workmen, repairmen,
materialmen, suppliers, carriers, warehousemen, landlords, or vendors or other
claims provided for by mandatory provisions of law which are not yet due and
delinquent, or are being contested in good faith by appropriate proceedings;


 


(5)                                  any
Lien on any Property securing Indebtedness incurred or assumed solely for the
purpose of financing all or any part of the cost of constructing or acquiring
such Property, which Lien attaches to such Property concurrently with or within
90 days after construction, the acquisition or completion of a series of
related acquisitions thereof;


 


(6)                                  Liens
existing immediately prior to the execution of this Indenture (and listed on
Schedule 3.4 hereto);


 


(7)                                  Liens
to secure bonds posted in order to obtain stays of judgments, attachments or
orders, the existence of which bonds would not otherwise constitute an Event of
Default;


 


(8)                                  Liens
on Property existing prior to the acquisition of such Property or the
acquisition of any Subsidiary that is the owner of such Property;


 


9

















 


(9)                                  Liens
created by a Subsidiary in favor of the Company, the Guarantor or a Subsidiary;


 


(10)                            Liens
on any accounts receivable from or invoices to export customers (including, but
not limited to, Subsidiaries) and the proceeds thereof;


 


(11)                            Liens
on rights under contracts to sell, purchase or receive commodities to or from
export customers (including, but not limited to, Subsidiaries) and the proceeds
thereof;


 


(12)                            Liens
on cash deposited as collateral in connection with financings where Liens are
permitted under clause (10) and (11) of this definition;


 


(13)                            Liens
extending, renewing or replacing, in whole or in part Liens permitted pursuant
to clauses (1) through (8), so long as the principal amount of the Indebtedness
secured by such Lien does not (i) in the case of clauses (1) through (5),
inclusive, (7) and (8), exceed its original principal amount and (ii) in the
case of clause (6), exceed the principal amount thereof outstanding immediately
prior to the execution and delivery of the Indenture;


 


(14)                            minor
survey exceptions or minor encumbrances, easements or reservations, or rights
of others for rights-of-way, utilities and other similar purposes, or zoning or
other restrictions as to the use of real properties, which are necessary for
the conduct of the activities of the Company, the Guarantor or the Subsidiaries
or which customarily exist on properties of corporations engaged in similar
activities and similarly situated and which do not in any event materially
impair their use in the operation of the business of the Company, the Guarantor
or the Subsidiaries;


 


(15)                            Liens
on accounts receivable and other related assets arising in connection with
transfers thereof to the extent that such transfers are treated as sales of
financial assets under FASB Statement No. 140, as in effect from time to time;
and


 


(16)                            Liens
on intercompany loans (or interest therein) made to the Guarantor or any
Designated Obligor and held by the Master Trust Trustee, which loans are
subject to the Pooling Agreement.


 


For purposes
of interpreting (A) clauses (10) and (11) above, the phrases “accounts
receivable from or invoices to export customers” and “contracts to sell,
purchase or receive commodities to (from) export customers” shall refer to
invoices or accounts receivable derived from the sale of, or contracts to sell,
purchase or receive wheat, soybeans or other commodities or products derived
from the processing of wheat, soybeans or other commodities, by or to the
Guarantor or a Subsidiary that have been or are to be exported from the country
of origin whether or not such sale is made by a Subsidiary or to any of its
Subsidiaries; and (B) clause (8) above,  property of a party to a
corporate reorganization which is not the Guarantor or a Subsidiary shall be
deemed “acquired” by the Guarantor or such Subsidiary as part of such corporate
reorganization even if the Guarantor or Subsidiary, as the case may be, is not
the surviving entity.


 


10

















 


“Person” means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company, government or any
agency or political subdivision hereof or any other entity.


 


“Pooling Agreement” means the Third Amended
and Restated Pooling Agreement, dated as of September 6, 2002, among Bunge
Funding, Inc., Bunge Management Services, Inc., as servicer, and The Bank of
New York, in its capacity as Master Trust Trustee, as amended, modified or
supplemented from time to time in accordance with its terms, subject to Section
3.2(f) hereof.


 


“Property” has the meaning ascribed to it in
Section 3.2(d) hereof.


 


“Property
Reinvestment Application”  means, with respect to any Disposition of
property, the satisfaction of each of the following conditions:


 


(a)                                  the Guarantor or any
of its Subsidiaries making such Disposition shall have either (i) entered
into one or more agreements to apply an amount equal to the Net Proceeds Amount
with respect to such Disposition to the acquisition by the Guarantor or such
Subsidiary of property or (ii) received property as consideration in an
amount equal to the Net Proceeds Amount, in each case that upon such
acquisition or receipt as consideration is unencumbered by any Lien (other than
Permitted Liens or Liens otherwise permitted by Section 3.6 hereof) and that


 


(1)                                  constitutes property
that is (x) property classifiable under U.S. GAAP as non-current to the
extent that such proceeds are derived from the Disposition of property that was
properly classifiable as non-current, and otherwise properly classifiable as
either current or non-current, and (y) to be used in the ordinary course
of business of the Guarantor and the Subsidiaries, or


 


(2)                                  constitutes equity
interests of a Person that shall own, or invest the proceeds received from the
Guarantor or its Subsidiaries in, property of the nature described in the
immediately preceding clause (1);


 


provided, that the transactions contemplated
by such agreement or agreements are consummated within one year following the
consummation of such Disposition; and


 


(b)                                 the Guarantor shall
have delivered a certificate of an Officer of the Guarantor to the Trustee
referring to Section 3.7 hereof,
and identifying the property that was the subject of such Disposition, the
Disposition Value of such property, and the nature, terms, amount and
application of the proceeds from such Disposition.


 


“Private Placement Legend” has the meaning
ascribed to it in Section 2.1(c) hereof.


 


“QIB” means any “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act).


 


11

















 


“Redemption Date” means, with respect to any
redemption of Notes, the date of redemption with respect thereto.


 


“Redemption Price” has the meaning ascribed
to it in paragraph 5 of the Notes, the form of which is attached as Exhibits A
and B hereto.


 


“Registered Exchange Offer” has the meaning
ascribed to it the Exchange and Registration Rights Agreement.


 


“Registrar” has the meaning ascribed to it in
Section 2.3 hereof.


 


“Regulation S” has the meaning ascribed to it
in Section 2.1(a) hereof.


 


“Regulation S Global Note” has the meaning
ascribed to it in Section 2.1(a) hereof.


 


“Regulation S Legend” has the meaning
ascribed to it in Section 2.1(c) hereof.


 


“Regulation S Note” has the meaning ascribed
to it in Section 2.1(a) hereof.


 


“Resale Restriction Termination Date” has the
meaning ascribed to it in Section 2.6 hereof.


 


“Restricted Period” means the 40 consecutive
days beginning on and including the later of (A) the day on which the Initial
Notes are offered to persons other than distributors (as defined in Regulation
S under the Securities Act) and (B) the Issue Date.


 


“Restricted Notes Legend” means the Private
Placement Legend set forth in clause (1) of Section 2.1(c) hereof or the
Regulation S Legend set forth in clause (2) of Section 2.1(c) hereof, as
applicable.


 


“Rule 144A” has the meaning ascribed to it in
Section 2.1(a) hereof.


 


“Rule 144A Global Note” has the meaning
ascribed to it in Section 2.1(a) hereof.


 


“Rule 144A Note” has the meaning ascribed to
it in Section 2.1(a) hereof.


 


“Sale Agreement” means the Second Amended and
Restated Sale Agreement, dated as of September 6, 2002, among Bunge Funding,
Inc., as buyer, and Bunge Finance Limited and Bunge Finance North America,
Inc., each as a seller, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms, subject to Section
3.2(f) hereof.


 


“Sale-Leaseback Transaction” means the sale
or transfer by the Guarantor or any Subsidiary of any Property to a Person
(other than the Guarantor or a Subsidiary) and the taking back by the Guarantor
or any Subsidiary, as the case may be, of a lease of such Property.


 


“SEC” means the U.S. Securities and Exchange
Commission.


 


12

















 


“Securities Act” means the U.S. Securities
Act of 1933, as amended.


 


“Securities Custodian” means the custodian
with respect to the Global Note (as appointed by DTC), or any successor Person
thereto and shall initially be the Trustee.


 


“Senior
Indebtedness”  means all Indebtedness of the Guarantor
and its Subsidiaries that is not subordinated in right of payment or security
to Indebtedness evidenced by the Notes.


 


“Series” means an interest in the Bunge
Master Trust created and authorized pursuant to a supplement to the Pooling
Agreement.


 


“Series 2002-1 Supplement” means the First
Amended and Restated Series 2002-1 Supplement to the Pooling Agreement, dated
as of September 6, 2002, among the Company, Bunge Funding, Inc., Bunge
Management Services, Inc. and the Master Trust Trustee, as the same may be
amended, supplemented or otherwise modified from time to time in accordance
with its terms, subject to Section 3.2(f) hereof.


 


“Series 2002-1 VFC” means the interest in the
Bunge Master Trust created and
authorized pursuant to a supplement to the Pooling Agreement that is designated
as the “Series 2002-1 VFC Certificate” in which the Company will acquire a
beneficial interest with the net proceeds of the Notes and other Permitted
Indebtedness.


 


“Servicing Agreement” means the Second
Amended and Restated Servicing Agreement, dated as of February 26, 2002 among
Bunge Funding, Inc., Bunge Management Services, Inc., as the servicer, and The
Bank of New York, in its capacity as the Master Trust Trustee, as the same may
be amended, supplemented or otherwise modified from time to time in accordance
with its terms, subject to Section 3.2(f) hereof.


 


“Short-Term
Indebtedness” means any Indebtedness not constituting Long-Term
Indebtedness.


 


“Special Interest Payment Date” has the
meaning ascribed to it in Section 2.13 hereof.


 


“Special Record Date” has the meaning
ascribed to it in Section 2.13 hereof.


 


“Stated Maturity” means, with respect to any
security, the date specified in such security as the fixed date on which the
payment of principal of such security is due and payable, including pursuant to
any mandatory redemption provision, but shall not include any contingent
obligations to repay, redeem or repurchase any such principal prior to the date
originally scheduled for the payment thereof.


 


“Subsequent Notes” has the meaning ascribed
to it in the second introductory paragraph of this Indenture.


 


“Subsidiary” means any corporation, limited
liability company or other business entity of which the requisite number of
shares of stock or other equity ownership interests having


 


13

















 


ordinary voting power (without
regard to the occurrence of any contingency) to elect a majority of the
directors, managers or trustees thereof, or any partnership of which more than
50% of the partners’ equity interests (considering all partners’ equity
interests as a single class) is, in each case, at the time owned or controlled,
directly or indirectly, by the Guarantor, one or more of the Subsidiaries, or
combination thereof.  Notwithstanding the foregoing,
except as otherwise set forth in Section 3.9 hereof, Fosfertil S.A. shall not
be deemed a Subsidiary of the Guarantor for the purposes of Sections 3.3(a),
3.3(c), 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 hereof.


 


“Subsidiary
Stock” means, with respect to any Person, the shares or stock (or
any options or warrants to purchase shares or stock or other securities (as
such term is defined in Section 2(1) of the Securities Act) exchangeable for or
convertible into shares or stock) of any subsidiary of such Person.


 


“Successor Guarantor” has the meaning
ascribed to it in Section 4.1 hereof.


 


“Total
Non-Designated Obligor Indebtedness” means all Short-Term
Indebtedness and Long-Term Indebtedness of Non-Designated Obligors incurred
and/or outstanding within the limitations of Section 3.9(g)(i) and Section 3.9(g)(ii)(y)(A) hereof.


 


“Trust Indenture Act” means the U.S. Trust
Indenture Act of 1939, as in effect on the date of this Indenture.


 


“Trust Officer” means, with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.


 


“Trustee” means the party named as such in
this Indenture until a successor replaces it and, thereafter, such successor.


 


 “U.S.
GAAP” means generally accepted accounting principles in the United States, as
in effect from time to time.


 


“U.S. Government Securities” means securities
that are (a) direct obligations of the United States of America for the
timely payment of which its full faith and credit is pledged or
(b) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the timely payment of
which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such U.S. Government
Securities or a specific payment of principal of or interest on any such U.S.
Government Securities held by such custodian for the account of the holder of
such depository receipt; provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Securities


 


14

















 


or the specific payment of
principal of or interest on the U.S. Government Securities evidenced by such
depository receipt.


 


“Voting
Stock” means Capital Stock of any class or classes of a Person,
the holders of which are ordinarily, in the absence of contingencies, entitled
to elect corporate directors (or Persons performing similar functions).


 


SECTION
1.2.  Incorporation by Reference of Trust Indenture Act.  This Indenture is subject to the mandatory
provisions of the Trust Indenture Act which are incorporated by reference in
and made a part of this Indenture.  The
following Trust Indenture Act terms have the following meanings:


 


“Commission” means the SEC.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a
Noteholder.


 


“indenture to be qualified” means this
Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


“obligor” on the indenture securities means
the Company and any other obligor on the indenture securities.


 


All other Trust Indenture Act terms used in
this Indenture that are defined by the Trust Indenture Act, defined in the
Trust Indenture Act by reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.


 


SECTION
1.3.  Rules of Construction.  Unless the context otherwise requires:


 


(1)                                  a
term has the meaning assigned to it;


 


(2)                                  an
accounting term not otherwise defined has the meaning assigned to it in
accordance with U.S. GAAP;


 


(3)                                  “or”
is not exclusive;


 


(4)                                  “including”
means including without limitation;


 


(5)                                  words
in the singular include the plural and words in the plural include the singular;
and


 


(6)                                  the
principal amount of any noninterest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance
sheet of the issuer dated such date prepared in accordance with U.S. GAAP.


 


15

















 


ARTICLE II


 


The Notes


 


SECTION 2.1.  Form,
Dating and Terms. 
(a)  The Initial Notes are being offered and sold by the
Company pursuant to a Purchase Agreement, dated October 9, 2002, among the
Company, the Guarantor and the Initial Purchasers.  The Initial Notes will be resold initially only to (A) qualified
institutional buyers (as defined in Rule 144A under the Securities Act (“Rule
144A”)) in reliance on Rule 144A (“QIBs”) and (B) Persons other than
U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation
S”)) in reliance on Regulation S. 
Such Initial Notes may thereafter be transferred to among others, QIBs,
purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of
the Securities Act in reliance on the procedure described herein.


 


Initial Notes offered and sold to the Initial
Purchasers, and subsequently resold to QIBs in the United States of America in
reliance on Rule 144A (the “Rule 144A Note”) will be issued on the Issue
Date in the form of a permanent global Note, without interest coupons,
substantially in the form of Exhibit A hereto, which is hereby incorporated by
reference and made a part of this Indenture, including appropriate legends as
set forth in Section 2.1(c) hereof (the “Rule 144A Global Note”),
deposited with the Trustee, as custodian for DTC, duly executed by the Company
and authenticated by the Trustee as hereinafter provided.  The Rule 144A Global Note may be represented
by more than one certificate, if so required by DTC’s rules regarding the
maximum principal amount to be represented by a single certificate.  The aggregate principal amount of the Rule
144A Global Note may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for DTC or its nominee, as
hereinafter provided.


 


Initial Notes offered, sold and resold
outside the United States of America (the “Regulation S Note”) in
reliance on Regulation S shall be issued in the form of a permanent global
Note substantially in the form of Exhibit A hereto, including appropriate
legends as set forth in Section 2.1(c) hereof (the “Regulation S Global Note”),
deposited with the Trustee, as custodian for DTC, duly executed by the Company
and authenticated by the Trustee as hereinafter provided.  The Regulation S Global Note may be
represented by more than one certificate, if so required by DTC’s rules
regarding the maximum principal amount to be represented by a single
certificate.  The aggregate principal
amount of the Regulation S Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
DTC or its nominee, as hereinafter provided.


 


Initial Notes resold after an initial resale
to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation
S to institutional “accredited investors” (as defined in Rules 501(a)(1), (2),
(3) and (7) under the Securities Act) who are not QIBs (“IAIs”) in the
United States of America will be issued in the form of a permanent global Note
substantially in the form of Exhibit A hereto (the “Institutional Accredited
Investor Global Note”) deposited with the Trustee, as custodian for DTC,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided.  The Institutional Accredited
Investor Global Note may be represented by more that one certificate, if so
required by DTC’s rules regarding the maximum principal amount to be
represented by a single certificate. 
The aggregate principal amount of the


 


16

















 


Institutional Accredited
Investor Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.


 


Exchange Notes exchanged for interests in the
Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor
Global Note will be issued in the form of a permanent global Note substantially
in the form of Exhibit B hereto, which is hereby incorporated by reference and
made a part of this Indenture, deposited with the Trustee as hereinafter
provided, including the appropriate legend set forth in Section 2.1(c) hereof
(the “Exchange Global Note”). 
The Exchange Global Note may be represented by more than one
certificate, if so required by DTC’s rules regarding the maximum principal
amount to be represented by a single certificate.


 


The Rule 144A Global Note, the Regulation S
Global Note, the Institutional Investor Global Note and the Exchange Global
Note are sometimes collectively herein referred to as the “Global Notes.”


 


Except as described in the succeeding two
sentences, the principal of and premium, if any, and interest on the Notes
shall be payable at the office or agency of the Company maintained for such
purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose pursuant to Section 2.3 hereof; provided, however, that, at the option of
the Company, each installment of interest may be paid by check mailed to
addresses of the Persons entitled thereto as such addresses shall appear on the
Note Register.  Payments in respect of
Notes represented by a Global Note (including principal, premium and interest)
will be made by wire transfer of immediately available funds to the accounts
specified by DTC.  Payments in respect
of Notes represented by Definitive Notes (including principal, premium, if any,
and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal
amount of Notes represented by Definitive Notes will be made by wire transfer
to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no
later than 15 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).


 


Any Subsequent Notes shall be in the form of
Exhibit A hereto.


 


The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage, in addition to
those set forth on Exhibit A hereto and Exhibit B hereto and in Section 2.1(c)
hereof.  The Company and the Trustee shall
approve the forms of the Notes and any notation, endorsement or legend on
them.  Each Note shall be dated the date
of its authentication.  The terms of the
Notes set forth in Exhibit A hereto and Exhibit B hereto are part of the terms
of this Indenture and, to the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to be bound
by such terms.


 


(b)                                 Denominations.  The Notes shall be issuable only in fully
registered form, without coupons, and only in denominations of U.S.$1,000 and
any integral multiple thereof.


 


17

















 


(c)                                  Restrictive
Legends.  Unless and until
(i) an Initial Note is sold under an effective registration statement or
(ii) an Initial Note is exchanged for an Exchange Note in connection with
an effective registration statement, in each case pursuant to the Exchange and
Registration Rights Agreement or a similar agreement,


 


(1)                                  
The Rule 144A Global Note and the Institutional Accredited Investor Global Note
shall bear the following legend (the “Private Placement Legend”) on the
face thereof:


 


“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.


 


THE HOLDER OF
THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH BUNGE LIMITED FINANCE CORP. (“THE COMPANY”)
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR
OF SUCH NOTE), ONLY (A) TO THE COMPANY OR BUNGE LIMITED, AS GUARANTOR, (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE NOTE FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF
U.S.$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR
SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR
(F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE


 


18

















 


COMPANY’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.”


 


(2)                                  The
Regulation S Global Note shall bear the following legend (the “Regulation S
Legend”) on the face thereof:


 


“THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.


 


THIS LEGEND
WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER
OF (A) THE DAY ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN
DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE
DATE OF THE CLOSING OF THE ORIGINAL OFFERING.”


 


(3)                                  Each
of the Global Notes, whether or not an Initial Note, shall bear the following
legend on the face thereof:


 


“UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.”


 


19

















 


d)                                     Book-Entry
Provisions.  (i)  This Section 2.1(d) shall apply only to
Global Notes deposited with the Trustee, as custodian for DTC.


 


(ii)                                  Each
Global Note initially shall (A) be registered in the name of DTC or the nominee
of DTC, (B) be delivered to the Trustee as custodian for DTC and (C) bear
legends as set forth in Section 2.1(c) hereof.


 


(iii)                               Members
of, or participants in, DTC (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Note held on their behalf by DTC or
by the Trustee as the custodian of DTC or under such Global Note, and DTC may
be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Note for all purposes
whatsoever.  Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by DTC or impair, as between DTC and its
Agent Members, the operation of customary practices of DTC governing the
exercise of the rights of a Holder of a beneficial interest in any Global Note.


 


(iv)                              In
connection with any transfer of a portion of the beneficial interest in a
Global Note pursuant to Section 2.1(e) hereof to beneficial owners who are
required to hold Definitive Notes, the Securities Custodian shall reflect on
its books and records the date and a decrease in the principal amount of such
Global Note in an amount equal to the principal amount of the beneficial
interest in the Global Note to be transferred, and the Company shall execute,
and the Trustee shall authenticate and deliver, one or more Definitive Notes of
like tenor and amount.


 


(v)                                 In
connection with the transfer of an entire Global Note to beneficial owners
pursuant to Section 2.1(e) hereof, such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by DTC in exchange for its beneficial interest in such Global Note, an equal
aggregate principal amount of Definitive Notes of authorized denominations.


 


(vi)                              The
registered Holder of a Global Note may grant proxies and otherwise authorize
any person, including Agent Members and persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes.


 


(e)                                  Definitive
Notes.  (i)  Except as provided below, owners of
beneficial interests in Global Notes will not be entitled to receive Definitive
Notes.  If required to do so pursuant to
any applicable law or regulation, beneficial owners may obtain Definitive Notes
in exchange for their beneficial interests in a Global Note upon written
request in accordance with DTC’s and the Registrar’s procedures.  In addition, Definitive Notes shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a Global Note if (a) DTC notifies the Company that it is unwilling or
unable to continue as depositary for such Global Note or DTC ceases to be a
clearing agency registered under the Exchange Act, at a time when DTC is required
to be so registered in order to act as depositary, and in each case a successor
depositary is not appointed by the Company within 90 days of such notice
or, (b) the Company executes and


 


20

















 


delivers to the Trustee and
Registrar an Officers’ Certificate stating that such Global Note shall be so
exchangeable or (c) an Event of Default has occurred and is continuing and
the Registrar has received a request from DTC.


 


(ii)                                  Any
Definitive Note delivered in exchange for an interest in a Global Note pursuant
to Section 2.1(d)(iv) or (v) hereof shall, except as otherwise provided by
Section 2.6(c) hereof bear the applicable legend regarding transfer
restrictions applicable to the Definitive Note set forth in Section 2.1(c)
hereof.


 


(iii)                               In
connection with the exchange of a portion of a Definitive Note for a beneficial
interest in a Global Note, the Trustee shall cancel such Definitive Note, and
the Company shall execute, and the Trustee shall authenticate and deliver, to
the transferring Holder a new Definitive Note representing the principal amount
not so transferred.


 


SECTION 2.2.  Execution
and Authentication.  One Officer
shall execute the Notes, on behalf of the Company, by manual or facsimile
signature.  If an Officer whose
signature is on a Note no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless, after giving
effect to any exchange of Initial Notes for Exchange Notes.


 


A Note shall not be valid until an authorized
signatory of the Trustee manually authenticates the Note.  The signature of the Trustee on a Note shall
be conclusive evidence that such Note has been duly and validly authenticated
and issued under this Indenture.  A Note
shall be dated the date of its authentication.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Trustee shall authenticate and
make available for delivery: (1) Initial Notes for original issue on the Issue
Date initially in an aggregate principal amount of U.S.$200,000,000; (2) if and
when issued, the Subsequent Notes; and (3) Exchange Notes for issue only
in a Registered Exchange Offer pursuant to the Exchange and Registration Rights
Agreement, and only in exchange for Initial Notes of an equal principal amount,
in each case upon a written order of the Company signed by two Officers or by
an Officer and an Assistant Treasurer or an Assistant Secretary of the Company
(the “Company Order”).  Such
Company Order shall specify the amount of the Notes to be authenticated and the
date on which the original issue of Notes is to be authenticated and whether
the Notes are to be Initial Notes, Exchange Notes or Subsequent Notes.  The aggregate principal amount of Notes
which may be authenticated and delivered under this Indenture is initially
limited to U.S.$200,000,000 outstanding (plus any Subsequent Notes), except for
Notes authenticated and delivered upon registration or transfer of, or in
exchange for, or in lieu of, other Notes of the same class pursuant to Section
2.6, Section 2.9, Section 2.11, Section 5.8, or Section 10.5 hereof and except
for transactions similar to the Registered Exchange Offer.  All Notes issued on the Issue Date and all
Subsequent Notes shall be identical in all respects other than issue dates, the
date from which interest accrues and any changes relating thereto.  Notwithstanding anything to the contrary
contained in this Indenture, the Initial Notes, any Subsequent Notes and the
Exchange Notes will be treated as a single class of securities under this
Indenture.  Without limiting the
generality of the foregoing sentence, all Notes issued under this Indenture
shall vote and consent together on all matters as one class and no Notes will
have the right to vote or consent as a separate class on any matter.


 


21

















 


The Trustee may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Company to authenticate the
Notes.  Unless limited by the terms of
such appointment, any such Authenticating Agent may authenticate Notes whenever
the Trustee may do so.  Each reference
in this Indenture to authentication by the Trustee includes authentication by
the Authenticating Agent.  An
Authenticating Agent has the same rights as a Paying Agent to deal with Holders
or an Affiliate of the Company.


 


SECTION 2.3.  Registrar
and Paying Agent.  The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the “Registrar”) and an office or agency where
Notes may be presented for payment (the “Paying Agent”).  The Company shall cause each of the
Registrar and the Paying Agent to maintain an office or agency in the Borough
of Manhattan, The City of New York. 
The Registrar shall keep a register of the Notes and of their transfer
and exchange (the “Note Register”). 
The Company may have one or more co-registrars and one or more
additional paying agents.  The term
“Paying Agent” includes any additional paying agent.


 


The Company shall enter into an appropriate
agency agreement with any Registrar, Paying Agent or co-registrar not a party
to this Indenture, which shall incorporate the terms of the Trust Indenture
Act.  The agreement shall implement the
provisions of this Indenture that relate to such agent.  The Company shall notify the Trustee of the
name and address of each such agent.  If
the Company fails to maintain a Registrar or Paying Agent, the Trustee shall
act as such and shall be entitled to appropriate compensation therefor pursuant
to Section 8.7 hereof.  The Company, the
Guarantor or any Subsidiary may act as Paying Agent, Registrar, co-registrar or
transfer agent.


 


The Company initially appoints DTC to act as
depository with respect to the Global Notes. 
The Trustee is authorized to enter into a letter of representations with
DTC in the form provided to the Trustee by the Company and to act in accordance
with such letter.


 


The Company initially appoints the Trustee as
Registrar and Paying Agent for the Notes.


 


SECTION 2.4.  Paying
Agent To Hold Money in Trust.  By at
least 10:00 a.m. (New York City time) on the date on which any principal of and
premium, if any, or interest on any Note is due and payable, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal, premium,
if any, or interest when due.  The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that such Paying Agent shall hold in trust for the benefit of Noteholders
or the Trustee all money held by such Paying Agent for the payment of principal
of and premium, if any, or interest on the Notes and shall notify the Trustee
in writing of any default by the Company or the Guarantor in making any such
payment.  If the Company, the Guarantor
or a Subsidiary acts as Paying Agent, it shall segregate the money held by it
as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying Agent (other than
the Trustee) to pay all money held by it to the Trustee and to account for any
funds disbursed by such Paying Agent. 
Upon complying with this Section 2.4, the Paying Agent (if other than
the Company or a Subsidiary) shall have no further liability for the money
delivered to the Trustee.  Upon any
bankruptcy, reorganization or similar proceeding with respect to the Company,
the Trustee shall serve as Paying Agent for the Notes.


 


22

















 


SECTION 2.5.  Noteholder
Lists.  The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Noteholders and shall otherwise
comply with Trust Indenture Act, Section 312(a).  If the Trustee is not the Registrar, or to the extent otherwise
required under the Trust Indenture Act, the Company, on its own behalf and on
behalf of the Guarantor, shall furnish to the Trustee, in writing at least
seven Business Days before each interest payment date and at such other times
as the Trustee may request in writing, a list in such form and as of such date
as the Trustee may reasonably require of the names and addresses of Noteholders
and the Company shall otherwise comply with Trust Indenture Act, Section
312(a).


 


SECTION 2.6.  Transfer
and Exchange.  (a)  The following provisions shall apply with
respect to any proposed transfer of a Rule 144A Note or an Institutional
Accredited Investor Global Note prior to the date which is two years after the
later of the date of its original issue and the last date on which the Company
or any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the “Resale Restriction Termination Date”):


 


(i)                                     a transfer of a
Rule 144A Note or an Institutional Accredited Investor Global Note or a
beneficial interest therein to a QIB shall be made upon the representation of
the transferee in the form as set forth on the reverse of the Note that it is
purchasing the Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
“qualified institutional buyer” within the meaning of Rule 144A, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
proposed transferee has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A;


 


(ii)                                  a transfer of a Rule
144A Note or an Institutional Accredited Investor Global Note or a beneficial
interest therein to an IAI shall be made upon receipt by the Trustee or its
agent of a certificate substantially in the form set forth in Section 2.7
hereof from the proposed transferee and, if requested by the Company or the
Trustee, the delivery of an opinion of counsel, certification and/or other
information satisfactory to each of them; and


 


(iii)                               a transfer of a Rule
144A Note or an Institutional Accredited Investor Global Note or a beneficial
interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee
or its agent of a certificate substantially in the form set forth in Section
2.8 hereof from the proposed transferee and, if requested by the Company or the
Trustee, the delivery of an opinion of counsel, certification and/or other
information satisfactory to each of them.


 


(b)                                 The
following provisions shall apply with respect to any proposed transfer of a
Regulation S Note prior to the expiration of the Restricted Period:


 


(i)                                     a transfer of a
Regulation S Note or a beneficial interest therein to a QIB shall be made upon
the representation of the transferee, in the form of assignment on the


 


23

















 


reverse of the Note, that it is purchasing the Note for its own account
or an account with respect to which it exercises sole investment discretion and
that it and any such account is a “qualified institutional buyer” within the
meaning of Rule 144A, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the proposed transferee has requested
pursuant to Rule 144A or has determined not to request such information and
that it is aware that the transferor is relying upon its foregoing
representations in order to claim the exemption from registration provided by
Rule 144A;


 


(ii)                                  a transfer of a
Regulation S Note or a beneficial interest therein to an IAI shall be made upon
receipt by the Trustee or its agent of a certificate substantially in the form
set forth in Section 2.7 hereof from the proposed transferee and, if requested
by the Company or the Trustee, the delivery of an opinion of counsel,
certification and/or other information satisfactory to each of them; and


 


(iii)                               a transfer of a
Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall
be made upon receipt by the Trustee or its agent of a certificate substantially
in the form set forth in Section 2.8 hereof from the proposed transferee and,
if requested by the Company or the Trustee, receipt by the Trustee or its agent
of an opinion of counsel, certification and/or other information satisfactory
to each of them.


 


After the expiration of the Restricted
Period, interests in the Regulation S Note may be transferred without requiring
certification provided for in Section 2.7 or Section 2.8 hereof, or any
additional certification.


 


(c)                                  Restricted
Notes Legend.  Upon the transfer,
exchange or replacement of Notes not bearing a Restricted Notes Legend, the
Registrar shall deliver Notes that do not bear a Restricted Notes Legend.  Upon the transfer, exchange or replacement
of Notes bearing a Restricted Notes Legend, the Registrar shall deliver only Notes
that bear a Restricted Notes Legend unless there is delivered to the Registrar
an Opinion of Counsel to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.


 


(d)                                 The
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 2.1 hereof or this Section
2.6.  The Company shall have the right
to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable prior
written notice to the Registrar.


 


(e)                                  Obligations
with Respect to Transfers and Exchanges of Notes.


 


(i)                                     To permit
registrations of transfers and exchanges, the Company shall, subject to the
other terms and conditions of this Article II, execute and the Trustee shall
authenticate Definitive Notes and Global Notes at the Registrar’s or
co-registrar’s request.


 


(ii)                                  No service charge
shall be made to a Holder for any registration of transfer or exchange, but the
Company may require from a Holder payment of a sum


 


24

















 


sufficient to cover any transfer tax, assessments, or similar
governmental charge payable in connection therewith (other than any such
transfer taxes, assessments or similar governmental charges payable upon
exchange or transfer pursuant to Section 10.5 hereof).


 


(iii)                               The Registrar or
co-registrar shall not be required to register the transfer of, or exchange of,
any Note for a period beginning (1) 15 days before the mailing of a notice of
an offer to repurchase or redeem Notes and ending at the close of business on
the day of such mailing or (2) 15 days before an interest payment date and
ending on such interest payment date.


 


(iv)                              Prior to the due
presentation for registration of transfer of any Note, the Company, the
Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat
the person in whose name a Note is registered as the absolute owner of such
Note for the purpose of receiving payment of principal of and premium, if any,
and interest on such Note and for all other purposes whatsoever, whether or not
such Note is overdue, and none of the Company, the Trustee, the Paying Agent,
the Registrar or any co-registrar shall be affected by notice to the contrary.


 


(v)                                 Any Definitive Note
delivered in exchange for an interest in a Global Note pursuant to Section
2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof,
bear the applicable legend regarding transfer restrictions applicable to the
Definitive Note set forth in Section 2.1(c) hereof.


 


(vi)                              All Notes issued upon any
transfer or exchange pursuant to the terms of this Indenture shall evidence the
same debt and shall be entitled to the same benefits under this Indenture as
the Notes surrendered upon such transfer or exchange.


 


(f)                                    No
Obligation of the Trustee. (i)  The
Trustee shall have no responsibility or obligation to any beneficial owner of a
Global Note, a member of, or a participant in, DTC or other Person with respect
to the accuracy of the records of DTC or its nominee or of any participant or
member thereof, with respect to any ownership interest in the Notes or with
respect to the delivery to any participant, member, beneficial owner or other
Person (other than DTC) of any notice (including any notice of redemption) or
the payment of any amount or delivery of any Notes (or other security or
property) under or with respect to such Notes. 
All notices and communications to be given to the Holders and all
payments to be made to Holders in respect of the Notes shall be given or made
only to or upon the order of the registered Holders (which shall be DTC or its
nominee in the case of a Global Note). 
The rights of beneficial owners in any Global Note shall be exercised
only through DTC subject to the applicable rules and procedures of DTC.  The Trustee may rely and shall be fully
protected in relying upon information furnished by DTC with respect to its
members, participants and any beneficial owners.


 


(ii)                                  The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among DTC participants, members or
beneficial owners in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly


 


25

















 


required by, and to do so if
and when expressly required by, the terms of this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


 


SECTION 2.7.  Form
of Certificate to be Delivered in Connection with Transfers to Institutional
Accredited Investors.  The form of
certificate to be delivered in connection with transfers of Notes to IAIs is
set forth as Exhibit C hereto.


 


SECTION 2.8.  Form
of Certificate to be Delivered in Connection with Transfers Pursuant to
Regulation S.  The form of
certificate to be delivered in connection with transfers of Notes pursuant to
Regulation S is set forth as Exhibit D hereto.


 


SECTION 2.9.  Mutilated,
Destroyed, Lost or Stolen Notes.  If
a mutilated Note is surrendered to the Registrar or if the Holder of a Note
claims that the Note has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Note if the requirements
of Section 8-405 of the New York Uniform Commercial Code are met and the Holder
satisfies any other reasonable requirements of the Trustee.  If required by the Trustee or the Company,
such Holder shall furnish an indemnity bond sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee, the Paying Agent,
the Registrar and any co-registrar from any loss which any of them may suffer
if a Note is replaced, and, in the absence of notice to the Company, the
Guarantor or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute and upon Company Order the Trustee shall
authenticate and make available for delivery, in exchange for any such
mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new
Note of like tenor and principal amount, bearing a number not contemporaneously
outstanding.


 


In case any such mutilated, destroyed, lost
or stolen Note has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Note, pay such Note.


 


Upon the issuance of any new Note under this
Section 2.9, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee) in
connection therewith.


 


Every new Note issued pursuant to this
Section 2.9 in lieu of any mutilated, destroyed, lost or stolen Note shall
constitute an original additional contractual obligation of the Company, the
Guarantor (if applicable) and any other obligor upon the Notes, whether or not
the mutilated, destroyed, lost or stolen Note shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.


 


The provisions of this Section 2.9 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes.


 


SECTION 2.10.  Outstanding
Notes.  Notes outstanding at any
time are all Notes authenticated by the Trustee except for those canceled by
it, those delivered to it for cancellation


 


26

















 


and those described in this
Section 2.10 as not outstanding.  A Note
ceases to be outstanding in the event the Company holds the Note, provided,
however, that (i) for purposes of determining which are outstanding
for consent or voting purposes hereunder, Notes shall cease to be outstanding
in the event the Company or an Affiliate of the Company holds the Note and (ii)
in determining whether the Trustee shall be protected in making a determination
whether the Holders of the requisite principal amount of outstanding Notes are
present at a meeting of Holders of Notes for quorum purposes or have consented
to or voted in favor of any request, demand, authorization, direction, notice,
consent, waiver, amendment or modification hereunder, or relying upon any such
quorum, consent or vote, only Notes which a Trust Officer of the Trustee
actually knows to be held by the Company or an Affiliate of the Company shall
not be considered outstanding.


 


If a Note is replaced pursuant to Section 2.9
hereof, it ceases to be outstanding unless the Trustee and the Company receive
proof satisfactory to them that the replaced Note is held by a bona fide
purchaser.


 


If the Paying Agent segregates and holds in
trust, in accordance with this Indenture, on a redemption date or maturity date
money sufficient to pay all principal, premium, if any, and interest payable on
that date with respect to the Notes (or portions thereof) to be redeemed or
maturing, as the case may be, and the Paying Agent is not prohibited from paying
such money to the Noteholders on that date pursuant to the terms of this
Indenture, then on and after that date such Notes (or portions thereof) cease
to be outstanding and interest on them ceases to accrue.


 


SECTION 2.11.  Temporary
Notes.  Until Definitive Notes are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Notes.  Temporary Notes shall
be substantially in the form of Definitive Notes but may have variations that the
Company considers appropriate for temporary Notes.  Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate Definitive Notes. 
After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at any
office or agency maintained by the Company for that purpose and such exchange
shall be without charge to the Holder. 
Upon surrender for cancellation of any one or more temporary Notes, the
Company shall execute, and the Trustee shall authenticate and make available
for delivery in exchange therefor, one or more Definitive Notes representing an
equal principal amount of Notes.  Until
so exchanged, the Holder of temporary Notes shall in all respects be entitled
to the same benefits under this Indenture as a holder of Definitive Notes.


 


SECTION 2.12.  Cancellation.  The Company at any time may deliver Notes to
the Trustee for cancellation.  The
Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment.  The Trustee, and no one else, shall cancel
and return to the Company all Notes surrendered for registration of transfer,
exchange, payment or cancellation, in its customary manner.  The Company may not issue new Notes to
replace Notes it has paid or delivered to the Trustee for cancellation for any
reason other than in connection with a transfer or exchange.


 


SECTION 2.13.  Payment
of Interest; Defaulted Interest. 
Interest on any Note which is payable, and is punctually paid or duly
provided for, on any interest payment date shall


 


27

















 


be paid to the Person in whose
name such Note (or one or more predecessor Notes) is registered at the close of
business on the regular record date for such interest at the office or agency
of the Company maintained for such purpose pursuant to Section 2.3 hereof.


 


Any interest on any Note which is payable,
but is not paid when the same becomes due and payable and such nonpayment
continues for a period of 30 days shall forthwith cease to be payable to the
Holder on the regular record date by virtue of having been such Holder, and
such defaulted interest and (to the extent lawful) interest on such defaulted
interest at the rate borne by the Notes (such defaulted interest and interest
thereon herein collectively called “Defaulted Interest”) shall be paid
by the Company, at its election in each case, as provided in clause (a) or
(b) below:


 


(a)                                  The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Notes (or their respective predecessor Notes) are registered at
the close of business on a Special Record Date (as defined below) for the
payment of such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Note and the date (not less than 30 days after such notice) of the
proposed payment (the “Special Interest Payment Date”), and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided.  Thereupon the Trustee
shall fix a record date (the “Special Record Date”) for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than
10 days prior to the Special Interest Payment Date and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the
Company of such Special Record Date, and in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date and Special Interest Payment Date therefor to be
given in the manner provided for in Section 12.2 hereof, not less than 10 days
prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date and Special Interest Payment Date therefor having been so
given, such Defaulted Interest shall be paid on the Special Interest Payment
Date to the Persons in whose names the Notes (or their respective predecessor
Notes) are registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following clause (b).


 


(b)                                 The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by
the Trustee.


 


Subject to the foregoing provisions of this
Section 2.13, each Note delivered under this Indenture upon registration of,
transfer of or in exchange for or in lieu of any other


 


28

















 


Note shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Note.


 


SECTION 2.14.  Computation
of Interest.  Interest on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day months.


 


SECTION 2.15.  CUSIP
and ISIN Numbers.  The Company in
issuing the Notes may use “CUSIP” and “ISIN” numbers (if then generally in use)
and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices of
redemption as a convenience to Holders; provided,
however, that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such CUSIP or ISIN
numbers.  The Company shall promptly
notify the Trustee of any change in the CUSIP and ISIN numbers.


 


ARTICLE III


 


Covenants


 


SECTION 3.1.  Payment
of Notes.  The Company shall
promptly pay the principal of and premium, if any, and interest on the Notes on
the dates and in the manner provided in the Notes and in this Indenture.  Principal and interest shall be considered
paid on the date due if on such date the Trustee or the Paying Agent holds in
accordance with this Indenture money sufficient to pay all principal and
interest then due and the Trustee or the Paying Agent, as the case may be, is
not prohibited from paying such money to the Noteholders on that date.


 


The Company shall pay interest on overdue
principal and premium, if any, at the rate specified therefor in the Notes, and
it shall pay interest on overdue installments of interest at the same rate to
the extent lawful.


 


Notwithstanding anything to the contrary
contained in this Indenture, the Company may, to the extent it is required to
do so by law, deduct or withhold income or other similar taxes imposed by the
United States of America from principal or interest payments hereunder.


 


SECTION 3.2.  Limitation and Restrictions on Activities
of the Company.  (a) The Company
shall not engage in any business or enterprise or enter into any transaction or
agreement other than in connection with (i) the issuance and sale of the Notes,
(ii) the incurrence of other Permitted Indebtedness (iii) the entering into of
Hedge Agreements relating to the Notes or the other Permitted Indebtedness and
having a notional amount not exceeding the aggregate principal amount of the
Notes and such other Permitted Indebtedness then outstanding and (iv) the use
of the net proceeds from the issuance of the Notes or the other Permitted
Indebtedness to increase its investment in the Series 2002-1 VFC.


 


29

















 


(b)                                 The
Company shall not acquire or own any subsidiary or other assets or property
(either real or personal), except for (i) the Series 2002-1 VFC, (ii) Hedge
Agreements, and (iii) instruments evidencing the interests in the foregoing.


 


(c)                                  The
Company shall not create, incur, assume or suffer to exist any Indebtedness
other than Permitted Indebtedness.


 


(d)                                 The
Company shall not create, assume, incur or suffer to exist any Lien upon or
with respect to any of its property, either presently owned or hereafter
acquired, including any asset, revenue, or right to receive income or any other
property, whether tangible or intangible, real or personal (all of the
foregoing hereinafter called “Property”); provided, however,
it being understood, for the avoidance of doubt, that the Company shall not
create, incur, assume or suffer to exist any Lien which would otherwise
constitute a Permitted Lien in the case of the Guarantor or the other
Subsidiaries.


 


(e)                                  The
Company shall not enter into any consolidation, merger, amalgamation, joint
venture, syndicate or other form of combination with any Person, and shall not
sell, lease, convey or otherwise dispose of any of its assets or receivables,
including, without limitation, the Series 2002-1 VFC or any interest in the
Series 2002-1 VFC.


 


(f)                                    The
Company shall not amend, supplement, waive or modify, or consent to any
amendment, supplement, waiver or modification of, any Master Trust Transaction
Document except in accordance with the provisions of this Section 3.2(f).  Any provision of any Master Trust
Transaction Document may be amended, waived, supplemented, restated, discharged
or terminated without the consent of the Holders; provided that such amendment, waiver, supplement or
restatement does not (i) render the Series 2002-1 VFC subordinate in payment to
any other Series under the Bunge Master Trust or otherwise adversely
discriminate against the Series 2002-1 VFC relative to any other Series under
the Bunge Master Trust, (ii) reduce in any manner the amount of, or delay the
timing of, distributions which are required to be made on or in respect of the
Series 2002-1 VFC, (iii) change the definition of, the manner of calculating,
or in any way the amount of, the interest of the Company in the assets of the
Bunge Master Trust, (iv) change the definition of “Eligible Loans” or, to the
extent used in such definition, other defined terms used in such definition, or
(v) result in a Default or Event of Default; and provided, further,
that, in each case, the Trustee shall have received prior notice thereof
together with copies of any documentation related thereto.  Any amendment, waiver, supplement or
restatement of a Master Trust Transaction Document (including any exhibit
thereto) of the type described in clauses (i), (ii), (iii), (iv), or (v) of
this Section 3.2(f) shall require the written consent of at least a majority in
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes).


 


SECTION 3.3.  Financial
Covenants.  The Guarantor shall not
permit:


 


(a)                                  its Consolidated Net
Worth to be less than U.S. $1,350,000,000 as of the end of each fiscal
quarter of the Guarantor;


 


30

















 


(b)                                 its ratio of
Consolidated Adjusted Net Debt to Consolidated Adjusted Capitalization to be
greater than 0.635 to 1.0 as of the end of each fiscal quarter of the
Guarantor; and


 


(c)                                  its
ratio of Consolidated Current Assets to Consolidated Current Liabilities to be
less than 1.1 to 1.0 as of the end of each fiscal quarter of the Guarantor.


 


SECTION 3.4.  Limitation
on Liens.  The Guarantor shall not,
and shall not permit any Subsidiary to, create, assume, incur or suffer to
exist any Lien, other than a Permitted Lien, upon or with respect to any of its
Property to secure any Indebtedness incurred or guaranteed by the Guarantor or
any Subsidiary (other than the Notes), unless all of the outstanding Notes and
the Guarantee are secured equally and ratably with, or prior to, such
Indebtedness for so long as such Indebtedness shall be so secured.


 


SECTION 3.5.  Limitation
on Sale-Leaseback Transactions.  The
Guarantor shall not, and shall not permit any Subsidiary to, enter into any
Sale-Leaseback Transaction unless:


 


(a)                                  the Sale-Leaseback
Transaction occurs within six months from the date of the acquisition of the
Property subject  thereto or the date of
the completion of construction or commencement of full operations of such
Property, whichever is later; or


 


(b)                                 the Sale-Leaseback
Transaction is between the Guarantor and a Subsidiary of the Guarantor, or
between Subsidiaries of the Guarantor; or


 


(c)                                  the Sale-Leaseback
Transaction involves a lease for a period, including renewals, of not more than
three years; or


 


(d)                                 the Sale-Leaseback
Transaction constitutes a Permitted Lien for the purposes of Section 3.4
hereof; or


 


(e)                                  the Guarantor or such
Subsidiary, within a one-year period after such Sale-Leaseback Transaction,
applies or causes to be applied an amount not less than the Attributable
Indebtedness from such Sale-Leaseback Transaction to (i) the prepayment,
repayment, redemption, reduction or 
retirement of any Indebtedness of the Guarantor or any Subsidiary having
a maturity of more than one year that is not 
subordinated to the Notes or the Guarantee or (ii) the acquisition,
construction or development of other similar Property.


 


SECTION 3.6.  Exclusion
From Limitations.  Notwithstanding
Sections 3.4 and 3.5 hereof, the Guarantor may, and may permit any Subsidiary
to, create, assume, incur or suffer to exist any Lien (other than a Permitted
Lien) upon any Property to secure Indebtedness incurred or guaranteed by the
Guarantor or any Subsidiary (other than the Notes) or effect any Sale-Leaseback
Transaction of a Property that is not excepted by Sections 3.5(a), (b), (c),  (d) and (e) hereof, without equally and
ratably securing the Notes or the Guarantee provided that, after giving effect
thereto, the aggregate principal amount of outstanding Indebtedness (other than
the Notes) secured by Liens (other than Permitted Liens) upon Property plus the
Attributable Indebtedness from Sale-Leaseback Transactions of Property not so
excepted, do not exceed 15% of the Consolidated Net Tangible Assets.


 


31

















 


SECTION 3.7.  Limitation
on Sale of Assets.  The Guarantor
will not, and will not permit any Subsidiary to, sell, transfer, lease or
otherwise dispose of, including, without limitation, with respect to any
Subsidiary, by way of merger or consolidation of such Subsidiary (collectively,
a “Disposition”), any of
its properties or assets, except:


 


(a)                                  Dispositions
in the ordinary course of business;


 


(b)                                 Dispositions
by (i) any Subsidiary to the Guarantor, (ii) the Guarantor to any
Subsidiary, or (iii) any Subsidiary to any other Subsidiary;


 


(c)                                  any
Disposition by the Guarantor pursuant to a contractual commitment existing on
the Issue Date (and listed on Schedule
3.7 hereto);


 


(d)                                 Dispositions
permitted under Article IV hereof;


 


(e)                                  Dispositions
of intercompany loans pursuant to, and as permitted under, the Sale Agreement
or the Pooling Agreement;


 


(f)                                    Dispositions
of property acquired in connection with an acquisition of a Subsidiary within
three years of the date of such acquisition; provided that each of the following
conditions is satisfied in respect of each such Disposition:


 


(i)                                     in the good faith
opinion of an Officer of the Guarantor, such Disposition is in exchange for
consideration having a Fair Market Value at least equal to that of the property
exchanged and is in the best interest of the Guarantor or Subsidiary making
such Disposition;


 


(ii)                                  immediately after
giving effect to such Disposition, no Default or Event of Default would exist;
and


 


(iii)                               immediately after giving
effect to such Disposition, the sum of the Disposition Values in respect of all
property that was the subject of any Disposition permitted by this Section 3.7(f) or by Section 3.7(h) hereof and occurring in
the then current fiscal year of the Guarantor would not exceed 25% of
Consolidated Total Assets, determined as of the end of the then most recently
ended fiscal year of the Guarantor, as adjusted on a pro forma basis to include
the total assets of all such acquired Subsidiaries;


 


(g)                                 any
Disposition by the Guarantor or any Subsidiary constituting an Asset
Securitization Transaction, provided that after consummation of any
such Asset Securitization Transaction and after giving effect thereto and to
the application of the proceeds thereof, the aggregate Fair Market Value
(determined by an Officer of the Guarantor) of all property and assets subject
thereto, together with the aggregate Fair Market Value (determined by an
Officer of the Guarantor) of all other property and assets of the Guarantor or
any of its Subsidiaries subject to one or more then outstanding Asset


 


32

















 


Securitization
Transactions shall not exceed 15% of Consolidated Current Assets, determined as
of the end of the then most recently ended fiscal quarter of the Guarantor,
with any determination of Consolidated Current Assets pursuant hereto being
adjusted on a pro forma basis to include the aggregate Fair Market
Value (determined by an Officer of the Guarantor) of the property and assets
disposed of in connection with any then outstanding Asset Securitization
Transactions; and


 


(h)                                 other
Dispositions by the Guarantor and the Subsidiaries not described in clauses (a) through (g) hereof
(the Dispositions being described in the said foregoing clauses (a) through (g) being herein referred to collectively as “Excluded Dispositions”), provided
that each of the following conditions is satisfied in respect of each such
other Disposition not constituting an Excluded Disposition:


 


(i)                                     in the good faith
opinion of an Officer of the Guarantor, such Disposition is in exchange for consideration
having a Fair Market Value at least equal to that of the property exchanged and
is in the best interest of the Guarantor or Subsidiary making such Disposition;


 


(ii)                                  immediately after
giving effect to such Disposition, no Default or Event of Default would exist;
and


 


(iii)                               immediately after giving
effect to such Disposition, the sum of the Disposition Values in respect of all
property that was the subject of any Disposition occurring in the then current
fiscal year of the Guarantor would not exceed 10% of Consolidated Total Assets,
determined as of the end of the then most recently ended fiscal year of the
Guarantor.


 


If the Guarantor shall give written notice to
the Trustee prior to consummation of any Disposition that it intends to apply
the Net Proceeds Amount arising therefrom to a Debt Prepayment Application
and/or to a Property Reinvestment Application within one year after such
Disposition, then such Disposition, only for the purpose of determining
compliance with subsection (iii)
of Section 3.7(h), shall be
deemed not to be a Disposition.  If the
Guarantor shall, for any reason, fail to apply such Net Proceeds Amount as
stated in such notice within such period, such failure shall constitute an
Event of Default.


 


SECTION 3.8.  Limitation
on Transactions with Affiliates. 
The Guarantor will not, and will not permit any Subsidiary to, enter
into directly or indirectly any Material transaction or Material group of
related transactions (including without limitation the purchase, lease, sale or
exchange of properties of any kind or the rendering of any service) with any
Affiliate (other than the Guarantor or another Subsidiary), except in the
ordinary course and pursuant to the reasonable requirements of the business of
the Guarantor or such Subsidiary and upon fair and reasonable terms no less
favorable to the Guarantor or such Subsidiary than would be obtainable in a
comparable arm’s-length transaction with a Person not an Affiliate.


 


SECTION 3.9.  Limitation
on Indebtedness of Subsidiaries. 
The Guarantor will not permit any Subsidiary to, directly or indirectly,
create, incur, assume, guarantee, or otherwise


 


33

















 


become or remain directly or
indirectly liable with respect to any Indebtedness, except for the following:


 


(a)                                  other than
Indebtedness described in clauses (e)
and (f) below,
(i) any Long-Term Indebtedness of any Designated Obligor which is
outstanding as of June 30, 2002 (and listed on Schedule 3.9(a) hereto),
and any extensions, renewals or refinancings thereof (and successive
extensions, renewals or refinancings thereof), in whole or in part, so long as
the aggregate principal amount of such Long-Term Indebtedness shall not exceed
the amount thereof outstanding at the time of such extension, renewal or
refinancing, provided that immediately after the consummation of any such
extension, renewal or refinancing, no Default or Event of Default shall have
occurred and be continuing, and (ii) any Indebtedness of any
Non-Designated Obligor which is outstanding as of June 30, 2002 (and
listed on Schedule 3.9(a) hereto), but not any extension, renewal or
refinancing thereof;


 


(b)                                 any
Indebtedness incurred by any Subsidiary owing to the Guarantor or another
Subsidiary;


 


(c)                                  any
Short-Term Indebtedness  incurred by any
Designated Obligor;


 


(d)                                 other than
Indebtedness described in clauses (e)
and (f) below, any
Long-Term Indebtedness of a Person outstanding at the time such Person becomes
a Subsidiary (whether it is a Designated Obligor or a Non-Designated Obligor)
or is consolidated or merged with or into a Subsidiary or sells, leases or
otherwise disposes of all of its property to a Subsidiary, provided that (i) such
Long-Term Indebtedness shall not have been incurred in contemplation of such
Person becoming a Subsidiary or consolidating or merging with or into a
Subsidiary or selling, leasing or otherwise disposing all of its property to a
Subsidiary, (ii) immediately after such Person becomes a Subsidiary or is
consolidated or merged with or into a Subsidiary or sells, leases or otherwise
disposes of all of its property to a Subsidiary, no Default or Event of Default
shall have occurred and be continuing, and (iii) the renewal, extension or
refinancing of any such Long-Term Indebtedness shall constitute the issuance of
additional Long-Term Indebtedness which is, in turn, subject to the applicable
limitations of this Indenture, including, without limitation, the provisions of Article III hereof;


 


(e)                                  (i) any
Long-Term Indebtedness of a Designated Obligor constituting Long-Term
Indebtedness of, or assumed from, Cereol or any of its direct or indirect
subsidiaries (and listed on Schedule 3.9(e)(i) hereto), provided that all such
Long-Term Indebtedness is, prior to or on the date that is 18 months from the date
of the Guarantor’s public announcement of the completion of its acquisition of
Cereol, either (A) paid in
full, (B) refinanced by an intercompany loan or loans made pursuant to,
and as permitted under, the Master Trust Transaction Documents, or (C) refinanced
or remains outstanding within the applicable limitations of this Indenture,
including, without limitation, Section 3.9(g)
hereof;


 


34

















 


(ii)
any Long-Term Indebtedness of a Designated Obligor constituting Long-Term
Indebtedness of, or assumed from, Cereol or any of its direct or indirect
subsidiaries (and listed on Schedule 3.9(e)(ii) hereto), provided that none of such
Long-Term Indebtedness is renewed, extended, refinanced or refunded beyond the
maturity date of such Long-Term Indebtedness as of June 30, 2002; unless
and to the extent any such Long-Term Indebtedness is on or prior to the
maturity date thereof, either (A) paid in full, (B) refinanced by an
intercompany loan or loans by made pursuant to, and as permitted under, the
Master Trust Transaction Documents, or (C) renewed, extended, refinanced
or refunded within the applicable limitations of this Indenture, including,
without limitation, Section 3.9(g);


 


(f)                                    any
Indebtedness of a Non-Designated Obligor constituting Indebtedness of, or
assumed from, Cereol or any of its direct or indirect subsidiaries and set
forth on Schedule 3.9(e)(i) or (ii) hereto, provided that all such Indebtedness is,
prior to or on the date that is 18 months from the date of the Guarantor’s
public announcement of the completion of its acquisition of Cereol, either
(A) paid in full, (B) refinanced by an intercompany loan or loans
made pursuant to, and as permitted under, or (C) refinanced or remains
outstanding within the applicable limitations of this Indenture, including,
without limitation, Section 3.9(g);


 


(g)                                 any
Indebtedness incurred by any Subsidiary not otherwise permitted by the
foregoing clauses (a) through
(f), provided that immediately
after giving effect to the incurrence of such Indebtedness, (i) no Default
or Event of Default shall have occurred and be continuing and (ii) (y)
(A) if the Indebtedness then to be incurred is Short-Term Indebtedness or
Long-Term Indebtedness of a Non-Designated Obligor, then the aggregate amount
of outstanding Total Non-Designated Obligor Indebtedness may not exceed 15% of
Consolidated Net Worth and (B) if the Indebtedness then to be incurred is
Long-Term Indebtedness of a Non-Designated Obligor, then the aggregate amount
of outstanding Long-Term Indebtedness of all Subsidiaries may not exceed 20% of
Consolidated Net Worth, determined in each case as of the end of the then most
recently ended fiscal quarter of the Guarantor or (z) if the Indebtedness
then to be incurred is Long-Term Indebtedness of a Designated Obligor, then the
aggregate amount of outstanding Long-Term Indebtedness of all Subsidiaries may
not exceed 20% of Consolidated Net Worth, determined as of the end of the most
recently ended fiscal quarter of the Guarantor.


 


Any
provision contained in this Indenture to the contrary notwithstanding, the
Guarantor shall with respect to all Indebtedness of Cereol and its direct or
indirect subsidiaries set forth on Schedule 3.9(e)(i) and Schedule 3.9(e)(ii)
hereto comply with the requirement of Section 3.9(e)(i),
3.9(e)(ii) or 3.9(f), as the case may be.


 


For clarification, for purposes of
determining compliance with this Section 3.9,
Fosfertil S.A. shall not be deemed a Subsidiary of the Guarantor, unless and
until Fosfertil S.A. fits within the definition of a “Subsidiary” insofar as
the Guarantor is concerned, but notwithstanding the foregoing, prior thereto,
any Indebtedness of Fosfertil S.A. shall not be deemed to constitute
Indebtedness of a Subsidiary for purposes of computations performed


 


35

















 


pursuant to this Section 3.9 but shall be deemed to
constitute Indebtedness of a Subsidiary of the Guarantor solely for purposes of
any computation performed pursuant to Section 3.3(b),
but only Section 3.3(b), provided
that if and when Fosfertil S.A. becomes a “Subsidiary” of the Guarantor (as
defined in this Indenture), then and thereafter Fosfertil S.A. shall be deemed
to be a “Subsidiary” for all purposes of this Indenture.


 


SECTION 3.10.  Restrictions on Dividends or Loans by
Designated Obligors or Material Subsidiaries.  The Guarantor shall not permit any
Designated Obligor or Material Subsidiary to enter into any agreement after the
Issue Date restricting the payment of dividends, the making of loans by it to
the Guarantor or to any other Designated Obligor or Material Subsidiary, or the
incurrence of Indebtedness owing to other Designated Obligors or Material
Subsidiaries, except that the Guarantor may permit a Designated Obligor or Material
Subsidiary to be party to agreements (a) limiting the payment of dividends
(other than distributions of capital) by such Designated Obligor or Material
Subsidiary following a default or an event of default under such agreement,
(b) requiring the compliance by such Designated Obligor or Material
Subsidiary with specified net worth, working capital or other similar financial
tests or (c) restricting loans to be made by such Designated Obligor or
Material Subsidiary to any other Subsidiary or the Guarantor to such loans
which accrue interest at a rate greater than or equal to such lending
Designated Obligor’s or Material Subsidiary’s average cost of funds as
determined in good faith by the Board of Directors of such Designated Obligor
or Material Subsidiary.


 


SECTION 3.11.  Maintenance
of Office or Agency.  The Company
will maintain in The City of New York, an office or agency where the Notes
may be presented or surrendered for payment, where, if applicable, the Notes
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Notes and this Indenture
may be served.  The principal corporate
trust office (the “Corporate Trust Office”) of the Trustee located in The City
of New York shall be such office or agency of the Company, unless the Company
shall designate and maintain some other office or agency for one or more of
such purposes.  The Company will give
prompt written notice to the Trustee of any change in the location of any such
office or agency.  If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


The Company may also from time to time
designate one or more other offices or agencies (in or outside of The City of
New York) where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in The City of New York for
such purposes.  The Company will give
prompt written notice to the Trustee of any such designation or rescission and
any change in the location of any such other office or agency.


 


SECTION 3.12.  Corporate
Existence.  Subject to Article IV
hereof, each of the Company and the Guarantor will do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its
corporate existence and take all reasonable action to maintain its corporate
rights (charter and statutory), licenses, privileges and franchises; provided, however,


 


36

















 


that the Company shall not be
required to preserve any such right, license, privilege or franchise if the
Board of Directors of the Company or the Guarantor, as applicable, shall
determine that the preservation thereof is no longer desirable in the conduct
of its business and that the loss thereof is not, and will not be, disadvantageous
in any material respect to the Holders; and provided
further, the Guarantor may merge
in accordance with Section 4.1 hereof.


 


SECTION 3.13.  Maintenance
of Properties; Insurance.  The
Guarantor shall, and shall cause each of its Subsidiaries to, keep all property
useful and necessary in its business in good working order and condition,
except where failure to do so would not have a Material Adverse Effect; and the
Guarantor shall maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at
least such risks as are customary for the Guarantor’s type of business.


 


SECTION 3.14.  Payment
of Taxes and Other Claims.  Each of
the Company and the Guarantor shall pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all
taxes, assessments and similar governmental charges imposed on it, its incomes,
profits or properties, except where (i) the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves
to the extent required by U.S. GAAP with respect thereto have been provided on
the books of the Company or the Guarantor or (ii) the nonpayment of such taxes,
assessments and claims in the aggregate could not reasonably be expected to
have a Material Adverse Effect.


 


SECTION 3.15.  Payments
for Consent.  Neither the Company,
the Guarantor nor any Subsidiaries will, directly or indirectly, pay or cause
to be paid any consideration, whether by way of interest, fees or otherwise, to
any Holder of any Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid or is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.


 


SECTION 3.16.  Compliance
Certificate.  The Company shall
deliver to the Trustee within 120 days after the end of each Fiscal Year of the
Company an Officers’ Certificate stating that in the course of the performance
by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default or Event of Default and whether or not the
signers know of any Default or Event of Default that occurred during such
period.  If they do, the certificate
shall describe the Default or Event of Default, its status and what action the
Company is taking or proposes to take with respect thereto.  The Company also shall comply with Trust
Indenture Act, Section 314(a)(4).


 


SECTION 3.17.  Further
Instruments and Acts.  Upon request
of the Trustee, the Company will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.


 


SECTION 3.18.  Statement
by Officers as to Default.  The
Company shall deliver to the Trustee, as soon as possible and in any event
within 10 days after the Company becomes aware of the occurrence of any Event
of Default or an event which, with notice or the lapse of time or both, would
constitute an Event of Default, an Officers’ Certificate setting forth the


 


37

















 


details of such Event of
Default or default and the action which the Company proposes to take with
respect thereto.


 


SECTION 3.19.  Notice of Change in Bermuda Law, Debt
Ratings.  The Guarantor shall give
notice to the Trustee promptly after becoming aware of (i) any changes in
taxes, duties or other fees of Bermuda or any political subdivision or taxing
authority thereof or any change in any laws of Bermuda, in each case, that may
affect any payment due under this Indenture, (ii) any change in such Guarantor’s
public or private debt ratings by a “nationally recognized statistical rating
organization,” as such term is defined by the SEC for purposes of Rule
436(g)(2) under the Securities Act; and (iii) any development or event which
has had, or which the Guarantor in its good faith judgment believes will have,
a Material Adverse Effect; provided
that the Trustee shall have no responsibilities or duties with respect to any
such notice.  Delivery of any such
notice to the Trustee is for informational purposes only and the Trustee’s
receipt of such notice shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).


 


ARTICLE IV


 


Successor Guarantor


 


SECTION 4.1.  Consolidation,
Merger, Amalgamation and Sale of Assets by the Guarantor.  The Guarantor shall not, and shall not cause
or permit any Subsidiary to, consolidate with or merge or amalgamate with or
into, or sell, lease, or convey all or substantially all its assets to, any
Person, unless:


 


(a)                                in the case of the
Guarantor:


 


(i)                                     the resulting,
surviving or transferee Person (the “Successor Guarantor”) shall be
either the Guarantor or a Person organized under the laws of Bermuda, the
United States of America, any State thereof or the District of Columbia, any
full member state of the European Union as of September 25, 2002 (other than
Greece) set forth on Schedule 4.1 hereto, Canada, Australia or Switzerland, and
the Successor Guarantor (if not the Guarantor) shall expressly assume, by
supplemental indenture, executed and delivered to the Trustee, all the
obligations of the Guarantor under the Guarantee and this Indenture; and


 


(ii)                                  immediately after
giving effect to such transaction, no Event of Default or event which with
notice or lapse of time would be an Event of Default has occurred and is
continuing; or


 


(b)                                 in
the case of any Subsidiary (other than the Company):


 


(i)                                     such transaction
is a merger or amalgamation of a Subsidiary into, or a consolidation of a
Subsidiary with, the Guarantor (so long as the Guarantor is the surviving
entity) or another Subsidiary or the sale or other disposition by a


 


38

















 


Subsidiary of all or substantially all of its
property to the Guarantor or another Subsidiary;  or


 


(ii)                                  such transaction is
the merger or amalgamation of a Subsidiary into, the consolidation of a
Subsidiary with, or the sale or other disposition by a Subsidiary of all or
substantially all of its property to, another Person (provided that such Person
is not an Affiliate), so long as (x) such transaction complies, in all
respects, with the provisions of Section 3.7
hereof, and (y) immediately prior to, and after giving effect to such
transaction, no Default or Event of Default exists or would exist.


 


For purposes of this Section 4.1, the sale,
lease, conveyance, assignment, transfer, or other disposition of all or
substantially all of the properties and assets of one or more Subsidiaries of
the Guarantor, which properties and assets, if held by the Guarantor instead of
such Subsidiaries, would constitute all or substantially all of the properties
and assets of the Guarantor on a consolidated basis, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Guarantor.


 


The Successor Guarantor will succeed to, and
be substituted for, and may exercise every right and power of, the Guarantor
under this Indenture, but, in the case of a lease of all or substantially all
its assets, the Guarantor will not be released from the obligation to pay the
principal of and premium, if any, and interest on the Notes.


 


In the event that the Guarantor consolidates
with or merges or amalgamates with or into, or sells, leases or conveys all or
substantially all of its assets to, another Person subject to the terms of this
Section 4.1 (a “Transfer”) and the Successor Guarantor is a Person
organized under the laws of a member state of the European Union, Canada,
Australia or Switzerland, the Guarantor and the Successor Guarantor shall, as a
condition to such Transfer, (A) enter into a supplemental indenture with the
Trustee providing for full, unconditional and irrevocable indemnification of
the Holders of the Notes and the Trustee against any tax or duty of whatever
nature which is incurred or otherwise suffered by such Holders and the Trustee
with respect to the Notes and which would not have been incurred or otherwise
suffered in the absence of such Transfer; and (B) deliver to the Trustee, for
the benefit of the Holders of the Notes, unqualified legal opinions of
independent legal counsel in New York and the member state of the European
Union the laws of which the successor is organized under, Canada, Australia or
Switzerland, as applicable, to the effect that the Obligations of the Successor
Guarantor with respect to the Guarantee are legal, valid, binding and
enforceable in accordance with their terms.


 


ARTICLE V


 


Optional Redemption of Notes


 


SECTION 5.1.  Optional
Redemption by the Company.  The
Notes may be redeemed at any time as a whole or from time to time in part,
subject to the conditions and at the Redemption Prices specified in the form of
Notes set forth in Exhibit A and Exhibit B hereto, which are hereby
incorporated by reference and made a part of this Indenture, together with
accrued and unpaid interest to the Redemption Date.


 


39

















 


SECTION 5.2.  Applicability
of Article.  Redemption of Notes at
the election of the Company or otherwise, as permitted or required by any
provision of this Indenture, shall be made in accordance with such provision
and this Article V.


 


SECTION 5.3.  Election
to Redeem; Notice to Trustee.  The
election of the Company to redeem any Notes pursuant to Section 5.1 hereof
shall be evidenced by a Board Resolution. 
In case of any redemption at the election of the Company, the Company
shall, upon not later than the earlier of the date that is 30 days prior to the
Redemption Date fixed by the Company or the date on which notice is given to
the Holders (except as provided in Section 5.5 hereof or unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Notes to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Notes to be redeemed pursuant to Section 5.4 hereof.


 


SECTION 5.4.  Selection
by Trustee of Notes to Be Redeemed. 
If less than all the Notes are to be redeemed at any time pursuant to an
optional redemption, the particular Notes to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
outstanding Notes not previously called for redemption, in compliance with the
requirements of the principal securities exchange, if any, on which such Notes
are listed, or, if such Notes are not so listed, on a pro  rata
basis, by lot or by such other method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal of the Notes; provided,
however, that no such partial redemption shall reduce the portion of
the principal amount of a Note not redeemed to less than U.S.$1,000.


 


The Trustee shall promptly notify the Company
in writing of the Notes selected for redemption and, in the case of any Notes
selected for partial redemption, the principal amount thereof to be redeemed.


 


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to redemption of Notes
shall relate, in the case of any Note redeemed or to be redeemed only in part,
to the portion of the principal amount of such Note which has been or is to be
redeemed.


 


SECTION 5.5.  Notice
of Redemption.  Notice of redemption
shall be given in the manner provided for in Section 12.2 hereof not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes
to be redeemed.  The Trustee shall give
notice of redemption in the Company’s name and at the Company’s expense; provided, however, that the Company shall
deliver to the Trustee, at least 15 days prior to the date the notice of
redemption is to be given (unless a shorter period shall be acceptable to the
Trustee), an Officers’ Certificate requesting that the Trustee give such notice
and setting forth the information to be stated in such notice as provided in
the following items.


 


All notices of redemption shall state:


 


(1)                                  the Redemption Date,


 


(2)                                  the Redemption Price
and the amount of accrued interest to the Redemption Date payable as provided
in Section 5.7 hereof, if any,


 


40

















 


(3)                                  if less than all
outstanding Notes are to be redeemed, the identification of the particular
Notes (or portion thereof) to be redeemed, as well as the aggregate principal
amount of Notes to be redeemed and the aggregate principal amount of Notes to
be outstanding after such partial redemption,


 


(4)                                  in case any Note is
to be redeemed in part only, the notice which relates to such Note shall state
that on and after the Redemption Date, upon surrender of such Note, the Holder
will receive, without charge, a new Note or Notes of authorized denominations
for the principal amount thereof remaining unredeemed,


 


(5)                                  that on the
Redemption Date the Redemption Price (and accrued interest, if any, to the
Redemption Date payable as provided in Section 5.7 hereof) will become due and
payable upon each such Note, or the portion thereof, to be redeemed, and,
unless the Company defaults in making the redemption payment, that interest on
Notes called for redemption (or the portion thereof) will cease to accrue on
and after said date,


 


(6)                                  the place or places
where such Notes are to be surrendered for payment of the Redemption Price and
accrued interest, if any,


 


(7)                                  the name and address
of the Paying Agent,


 


(8)                                  that Notes called for
redemption must be surrendered to the Paying Agent to collect the Redemption
Price, and


 


(9)                                  the CUSIP number, and
that no representation is made as to the accuracy or correctness of the CUSIP
number, if any, listed in such notice or printed on the Notes.


 


SECTION 5.6.  Deposit
of Redemption Price.  Prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 2.4 hereof) an amount of money sufficient to
pay the Redemption Price of, and accrued interest on, all the Notes which are
to be redeemed on that date.


 


SECTION 5.7.  Notes
Payable on Redemption Date.  Notice
of redemption having been given as aforesaid, the Notes to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein
specified (together with accrued interest, if any, to the Redemption Date), and
from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Notes shall cease to bear
interest.  Upon surrender of any such
Note for redemption in accordance with said notice, such Note shall be paid by
the Company at the Redemption Price, together with accrued interest, if any, to
the Redemption Date (subject to the rights of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).


 


If any Note called for redemption shall not
be so paid upon surrender thereof for redemption, the principal and premium, if
any, shall, until paid, bear interest from the Redemption Date at the rate
borne by the Notes.


 


41

















 


SECTION 5.8.  Notes
Redeemed in Part.  Any Note which is
to be redeemed only in part (pursuant to the provisions of this Article V)
shall be surrendered at the office or agency of the Company maintained for such
purpose pursuant to Section 3.11 hereof (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or such
Holder’s attorney duly authorized in writing), and the Company shall execute,
and the Trustee shall authenticate and make available for delivery to the
Holder of such Note at the expense of the Company, a new Note or Notes, of any
authorized denomination as requested by such Holder, in an aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Note so surrendered, provided
that each such new Note will be in a principal amount of U.S.$1,000 or integral
multiple thereof.


 


ARTICLE VI


 


Prepayment at the Option of Holders Upon Change of Control


 


SECTION 6.1.  Prepayment
at the Option of Holders Upon a Change of Control.  (a) 
Upon the occurrence of a Change of Control, each Holder of Notes shall
have the right to require the Company to
repurchase all or any part (equal to $1,000 in principal amount or an integral
multiple thereof) of such Holder’s Notes pursuant to the offer described below (the “Change Of Control Offer”)
at a purchase price in cash equal to the Redemption Price, plus accrued and
unpaid interest, if any, to the date of purchase, subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date (the “Change Of Control Payment”).


 


(b)                                 Notice
of a Change of Control shall be given in the manner provided for in Section
12.2 hereof within 30 days following any Change of Control, to each Holder of
Notes.  The Trustee shall give notice of
the Change of Control Offer in the Company’s name and at the Company’s expense;
provided, however, that the
Company shall deliver to the Trustee, no more than 15 days following the Change
of Control, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice,
including, among other things:


 


(1) that a Change of Control has occurred and
a Change of Control Offer is being made pursuant to this Indenture and that all
Notes (or portions thereof) properly tendered will be accepted for payment;


 


(2) the Redemption Price and the purchase
date, which shall be, subject to any contrary requirements of applicable law,
no fewer than 30 days nor more than 60 days from the date the Trustee gives
such notice (the “Change Of Control Payment Date”);


 


(3) that any Note (or portion thereof)
accepted for payment (and duly paid on the Change of Control Payment Date)
pursuant to the Change of Control Offer shall cease to accrue interest on the
Change of Control Payment Date;


 


(4) that any Notes (or portions thereof) not
properly tendered will continue to accrue interest;


 


42

















 


(5) a description of the transaction or
transactions constituting the Change of Control;


 


(6) the procedures that Holders of Notes must
follow in order to tender their Notes (or portions thereof) for payment and the
procedures that Holders of Notes must follow in order to withdraw an election
to tender Notes (or portions thereof) for payment; and


 


(7) all other instructions and materials
necessary to enable Holders to tender Notes pursuant to the Change of Control
Offer.


 


(c)                                  Holders
electing to have a Note purchased shall be required to surrender the Note, with
an appropriate form duly completed, to the Trustee at the address specified in
the notice at least three Business Days prior to the Change of Control Payment
Date.  Holders shall be entitled to
withdraw their election if the Trustee receives not later than one Business Day
prior to the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such Note
purchased.  The Trustee shall promptly
notify the Company in writing of the principal amount of Notes delivered for
purchase by the Holders.


 


(d)                                 On
or prior to the Change of Control Payment Date, the Company shall irrevocably
deposit with the Trustee or with the Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section 2.4
hereof) an amount of money sufficient to pay the Change of Control Payment
payable to the Holders entitled thereto, to be held for payment in accordance
with this Section 6.1.


 


(e)                                  The
Trustee or Paying Agent, as applicable, shall, on or promptly after the Change
of Control Payment Date, mail or deliver payment to each tendering Holder of
the Change of Control Payment.  In the
event that the aggregate Change of Control Payment delivered by the Company to
the Trustee is less than the amount deposited with the Trustee, the Trustee
shall deliver the excess to the Company immediately after the Change of Control
Payment Date.


 


(f)                                    Any
Note which is tendered only in part (pursuant to the provisions of this Article
VI) shall be surrendered at the office or agency of the Company maintained for
such purpose pursuant to Section 3.11 hereof (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder’s attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and make available for
delivery to the Holder of such Note at the expense of the Company, a new Note
or Notes, of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unpurchased portion
of the principal of the Note so surrendered, provided
that each such new Note will be in a principal amount of U.S.$1,000 or integral
multiple thereof.


 


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(g)                                 The
Company shall not be required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.


 


(h)                                 The
Guarantor and the Company will comply, to the extent applicable, with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the purchase of Notes in connection with a Change
of Control.  To the extent that the
provisions of any securities laws or regulations conflict with the provisions
relating to the Change of Control Offer, the Guarantor and the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations described above by virtue thereof.


 


ARTICLE VII


 


Defaults and Remedies


 


SECTION 7.1.  Events
of Default.  An “Event of Default”
occurs if:


 


(1)                                  the Company defaults
in any payment of interest or additional interest (as required by the Exchange
and Registration Rights Agreement) on any Note when the same becomes due and
payable, and such default continues for a period of 30 days;


 


(2)                                  the Company defaults
in the payment of the principal or premium, if any, on any Note when the same
becomes due and payable at its Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration of acceleration or otherwise;


 


(3)                                  the Company or the
Guarantor defaults in the performance of or a breach by the Company or the
Guarantor of any other covenant or agreement in this Indenture or under the
Notes (other than those referred to in (1) or (2) above) and such default
continues for 60 days after written notice from the Trustee or the Holders of
at least 25% in principal amount of the outstanding Notes;


 


(4)                                  the Company, the
Guarantor or any Subsidiary shall (i) default in making any payment of any
principal of any Indebtedness or of any material amounts under any other
agreement to which it is a party on the scheduled or original due date with
respect thereto; or (ii) default in making any payment of any interest on any
such Indebtedness beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness was created; or (iii)
default in the observance or performance of any other agreement or condition
relating to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or beneficiary of such Indebtedness (or a
trustee or agent on behalf of such holder or beneficiary) to cause, with the
giving of notice if required, such Indebtedness to become due prior to its stated
maturity or (in the case of any such


 


44

















 


Indebtedness constituting a guarantee) to become payable; provided, that a default, event or
condition described in clause (i), (ii) or (iii) of this paragraph (4) shall
not at any time constitute an Event of Default unless, at such time, one or
more defaults, events or conditions of the type described in clauses (i), (ii)
and (iii) of this paragraph (e) shall have occurred and be continuing with
respect to Indebtedness or other amounts the outstanding principal amount of
which exceeds in the aggregate U.S.$50,000,000;


 


(5)                                  (i) the Company, the
Guarantor, a Designated Obligor or any Material Subsidiary shall commence any
case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or
the Company, the Guarantor, a Designated Obligor or any Material Subsidiary
shall make a general assignment for the benefit of its creditors; or (ii) there
shall be commenced against the Company, the Guarantor, a Designated Obligor or
any Material Subsidiary any case, proceeding or other action of a nature
referred to in clause (i) above that (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against the Company, the Guarantor, a Designated Obligor or any
Material Subsidiary any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against all or
any substantial part of its assets that results in the entry of an order for
any such relief that shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) the
Company, the Guarantor, a Designated Obligor or any Material Subsidiary shall
take any action in furtherance of, or indicating its consent to, approval of,
or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) the Company, the Guarantor, a Designated Obligor or any Material
Subsidiary shall generally not, or shall be unable to, or shall admit in
writing its inability to, pay its debts as they become due;


 


(6)                                  one or more judgments
or decrees shall be entered against the Guarantor or any of its Subsidiaries
involving in the aggregate a liability (not paid or fully covered by insurance
as to which the relevant insurance company has acknowledged coverage) of
U.S.$50,000,000 or more, and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 30 days from the
entry thereof; or


 


(7)                                  one or more judgments
or decrees shall be entered against the Company involving in the aggregate a
liability (not paid or fully covered by insurance as to which the relevant
insurance company has acknowledged coverage) of U.S.$50,000 or more, and all
such judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within 30 days from the entry thereof.


 


The foregoing will constitute Events of
Default whatever the reason for any such Event of Default and whether it is
voluntary or involuntary or is effected by operation of law or


 


45

















 


pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body.


 


The Company shall deliver to the Trustee,
within 10 days after the occurrence thereof, written notice in the form of an
Officers’ Certificate of any Default or Event of Default under clauses (3),
(4), (5), (6) or (7) of this Section 7.1, which such notice shall contain the
status thereof and a description of the action being taken or proposed to be
taken by the Company in respect thereof.


 


SECTION 7.2.  Acceleration.  (a) 
If an Event of Default occurs and is continuing, the Trustee by written
notice to the Company, or the Holders of at least 25% in outstanding principal
amount of the Notes by written notice to the Company and the Trustee, may, and
the Trustee at the request of such Holders shall, declare the principal of and
premium, if any, and accrued and unpaid interest on all the Notes to be due and
payable.  Upon such a declaration, such
principal, premium, if any, and accrued and unpaid interest shall be
immediately due and payable.  If an
Event of Default described in paragraph (5) of Section 7.1 hereof occurs and is
continuing, then in each and every such case, the principal amount of the
Notes, the premium, if any, and all accrued and unpaid interest shall be
immediately due and payable without any action or other act on the part of the
Trustee or the Holders.


 


(b)                                 In the event the
principal of and premium, if any, and accrued and unpaid interest on the Notes
becomes due and payable pursuant to Section 7.2(a) hereof, the Trustee shall
instruct the Company, and the Company shall instruct the Master Trust Trustee,
to declare due and payable the principal and accrued interest in respect of the
intercompany loans that had been made using the net proceeds from the sale of
the Notes invested in the Series 2002-1 VFC.


 


SECTION 7.3.  Other
Remedies.  If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal of and premium, if any, or interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.


 


The Trustee may maintain a proceeding even if
it does not possess any of the Notes or does not produce any of them in the
proceeding.  A delay or omission by the
Trustee or any Noteholder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. 
No remedy is exclusive of any other remedy.  All available remedies are cumulative.


 


SECTION 7.4.  Waiver
of Past Defaults.  The Holders of a
majority in principal amount of the outstanding Notes by notice to the Trustee
may (a) waive, by their consent (including, without limitation consents obtained
in connection with a purchase of, or tender offer or exchange offer for,
Notes), an existing Default or Event of Default and its consequences except (i)
a Default or Event of Default in the payment of the principal of and premium,
if any, or interest on a Note or (ii) a Default or Event of Default in respect
of a provision that under Section 10.2 hereof cannot be amended without the
consent of each Noteholder affected and (b) rescind any such acceleration with
respect to the Notes and its consequences if (1) rescission would not conflict
with any judgment or decree of a court of competent jurisdiction and (2) all
existing Events of Default, other than the nonpayment of the principal of and
premium, if any, 


 


46

















 


and interest on the Notes that
have become due solely by such declaration of acceleration, have been cured or
waived.  When a Default or Event of
Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any consequent right.


 


SECTION 7.5.  Control
by Majority.  The Holders of a
majority in principal amount of the outstanding Notes may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee.  However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture or, subject to Section
8.1 and Section 8.2 hereof, that the Trustee determines is prejudicial to the
rights of other Noteholders or would involve the Trustee in personal liability;
provided, however, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction.  Prior
to taking any action hereunder, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.


 


SECTION 7.6.  Limitation
on Suits.  Subject to Section 7.7
hereof, a Noteholder may not pursue any remedy with respect to this Indenture
or the Notes unless:


 


(1)                                  the Holder gives to
the Trustee written notice stating that an Event of Default is continuing;


 


(2)                                  the Holders of at
least 25% in outstanding principal amount of the Notes make a request to the
Trustee to pursue the remedy;


 


(3)                                  such Holder or
Holders offer to the Trustee reasonable security or indemnity satisfactory to
the Trustee against any loss, liability or expense;


 


(4)                                  the Trustee does not
comply with the request within 60 days after receipt of the request and the
offer of security or indemnity; and


 


(5)                                  the Holders of a
majority in principal amount of the Notes do not give the Trustee a direction
that, in the opinion of the Trustee, is inconsistent with such request during
such 60-day period.


 


A Noteholder may not use this Indenture to
prejudice the rights of another Noteholder or to obtain a preference or
priority over another Noteholder.


 


SECTION 7.7.  Rights
of Holders to Receive Payment. 
Notwithstanding any other provision of this Indenture (including,
without limitation, Section 7.6 hereof), the right of any Holder to receive
payment of principal of and  premium, if
any, or interest on the Notes held by such Holder, on or after the respective
due dates expressed in the Notes, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.


 


SECTION 7.8.  Collection
Suit by Trustee.  If an Event of
Default specified in Section 7.1(1) or (2) hereof occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due


 


47

















 


and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 8.7 hereof.


 


SECTION 7.9.  Trustee
May File Proofs of Claim.  The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Noteholders allowed in any
judicial proceedings relative to the Company, the Guarantor, any of the
Subsidiaries or their respective creditors or properties and, unless prohibited
by law or applicable regulations, may be entitled and empowered to participate
as a member of any official committee of creditors appointed in such matter
and, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make payments
to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel, and any other amounts due the Trustee
under Section 8.7 hereof.


 


SECTION 7.10.  Priorities.  If the Trustee collects any money or
property pursuant to this Article VII, it shall pay out the money or property
in the following order:


 


FIRST: 
to the Trustee for amounts due under Section 8.7 hereof;


 


SECOND: 
to Noteholders for amounts due and unpaid on the Notes for
principal  and premium, if any, and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal and interest, respectively;
and


 


THIRD: 
to the Company.


 


The Trustee may fix a record date and payment
date for any payment to Noteholders pursuant to this Section 7.10.  At least 15 days before such record date,
the Company shall mail to each Noteholder and the Trustee a notice that states
the record date, the payment date and amount to be paid.


 


SECTION 7.11.  Undertaking
for Costs.  In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in the suit, having due regard to the merits and good faith
of the claims or defenses made by the party litigant.  This Section 7.11 does not apply to a suit by the Trustee, a suit
by the Company, a suit by a Holder pursuant to Section 7.7 hereof or a suit by
Holders of more than 10% in outstanding principal amount of the Notes.


 


48

















 


ARTICLE VIII


 


Trustee


 


SECTION 8.1.  Duties
of Trustee.   (a)  If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person’s own affairs; provided
that if an Event of Default occurs and is continuing, the Trustee will be under
no obligation to exercise any of the rights or powers under this Indenture at
the request or direction of any of the Holders unless such Holders have offered
to the Trustee indemnity or security reasonably satisfactory to it against
loss, liability or expense.


 


(b)                                 Except
during the continuance of an Event of Default:


 


(1)  the Trustee undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


(2)  in the absence of bad faith on
its part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture.  However, in the case of any
such certificates or opinions which by any provisions hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine such
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).


 


(c)                                  The
Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:


 


(1)  this paragraph does not limit
the effect of Section 8.1(b) hereof;


 


(2)  the Trustee shall not be
liable for any error of judgment made in good faith by a Trust Officer unless
it is proved that the Trustee was negligent in ascertaining the pertinent
facts; and


 


(3)  the Trustee shall not be
liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 7.5 hereof.


 


(d)                                   Every
provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs Sections 8.1(a), (b) or (c) hereof.


 


(e)                                    The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.


 


49

















 


(f)                                      Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.


 


(g)                                   No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers, if it shall
have reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


(h)                                   Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section 8.1 and to the provisions of the Trust Indenture Act.


 


(i)                                     Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an
Officer of the Company.


 


(j)                                     The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders unless such Holders shall have offered to the Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses (including
reasonable attorneys’ fees and expenses) and liabilities that might be incurred
by it in compliance with such request or direction.


 


SECTION 8.2.  Rights
of Trustee.  Subject to Section 8.1
hereof:


 


(a)                                 The
Trustee may conclusively rely on any document (whether in its original or
facsimile form) reasonably believed by it to be genuine and to have been signed
or presented by the proper person.  The
Trustee need not investigate any fact or matter stated in the document.  The Trustee shall receive and retain financial
reports and statements of the Company as provided herein, but shall have no
duty to review or analyze such reports or statements to determine compliance
under covenants or other obligations of the Company;


 


(b)                                 Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate and/or an Opinion of Counsel. 
The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on an Officers’ Certificate or Opinion of Counsel;


 


(c)                                  The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care;


 


(d)                                 The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers, provided however, that the Trustee’s
conduct does not constitute willful misconduct or negligence;


 


(e)                                  The
Trustee may consult with counsel of its selection, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Notes
shall be full and complete authorization and protection from liability in
respect to any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel;


 


50

















 


(f)                                    The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Trust Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a default is received by the
Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Notes and this Indenture;


 


(g)                                 The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder; and


 


(h)                                 The
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.


 


SECTION 8.3.  Individual
Rights of Trustee.  The Trustee in
its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. 
Any Paying Agent, Registrar, co-registrar or co-paying agent may do the
same with like rights.  However, the Trustee
must comply with Section 8.10 and Section 8.11 hereof.  In addition, the Trustee shall be permitted
to engage in transactions with the Company; provided,
however, that if the Trustee acquires any conflicting interest the
Trustee must (i) eliminate such conflict within 90 days of acquiring such
conflicting interest, (ii) apply to the Commission for permission to continue
acting as Trustee or (iii) resign.


 


SECTION 8.4.  Trustee’s
Disclaimer.  The Trustee shall not
be responsible for and makes no representation as to the validity or adequacy
of this Indenture or the Notes, shall not be accountable for the Company’s use
of the proceeds from the Notes, shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee
and shall not be responsible for any statement of the Company in this Indenture
or in any document issued in connection with the sale of the Notes or in the
Notes other than the Trustee’s certificate of authentication.


 


SECTION 8.5.  Notice
of Defaults.  If a Default or Event
of Default occurs and is continuing and if a Trust Officer has actual knowledge
thereof, the Trustee shall mail to each Noteholder at the address set forth in
the Note Register notice of the Default or Event of Default within 90 days
after it occurs.  Except in the case of
a Default or Event of Default in payment of principal of and premium, if any,
or interest on any Note (including payments pursuant to the optional redemption
or required repurchase provisions of such Note, if any), the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of
Noteholders.


 


SECTION 8.6.  Reports
by Trustee to Holders.  Within 60
days after each May 15 beginning with the May 15 following the date of this
Indenture, and in any event prior to August 15 in each year, the Trustee shall
mail to each Noteholder a brief report dated as of such May 15  that complies with Trust Indenture Act,
Section 313(a).  The Trustee also
shall comply with 


 


51

















 


Trust Indenture Act,
Section 313(b).  The Trustee shall
also transmit by mail all reports required by Trust Indenture Act,
Section 313(c).


 


Following the issuance of any Exchange Notes,
a copy of each report at the time of its mailing to Noteholders shall be filed
with the SEC and each stock exchange (if any) on which the Notes are
listed.  The Company agrees to notify
promptly the Trustee whenever the Notes become listed on any stock exchange and
of any delisting thereof.


 


SECTION 8.7.  Compensation
and Indemnity.  The Company shall
pay to the Trustee from time to time such compensation for its acceptance of
this Indenture and services hereunder as the Company and the Trustee shall from
time to time agree in writing.  The
Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust.  The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, costs of
preparing and reviewing reports, certificates and other documents, costs of
preparation and mailing of notices to Noteholders and reasonable costs of
counsel retained by the Trustee, in addition to the compensation for its
services.  Such expenses shall include
the reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents, counsel, accountants and experts.  The Company shall indemnify the Trustee, and any predecessor
Trustee and their agents, against any and all loss, liability, damages, claims
or expense (including reasonable attorneys’ fees and expenses) incurred by it
without negligence or willful misconduct on its part in connection with the
administration of this trust and the performance of its duties hereunder,
including the costs and expenses of enforcing this Indenture (including this
Section 8.7) and of defending itself against any claims (whether asserted by
any Noteholder, the Company or otherwise). 
The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity.  Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder.  The Company
shall defend the claim and the Trustee may have separate counsel and the
Company shall pay the fees and expenses of such counsel, provided that the Company shall not be
required to pay such fees and expenses if it assumes the Trustee’s defense,
and, in the reasonable judgment of the Trustee, there is no conflict of
interest between the Company and the Trustee in connection with such
defense.  The Company need not reimburse
any expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee’s own willful misconduct, negligence or bad faith.


 


To secure the Company’s payment obligations
in this Section 8.7, the Trustee shall have a lien prior to the Notes on all
money or property held or collected by the Trustee other than money or property
held in trust to pay principal of and premium, if any, and interest on
particular Notes.  Such lien shall
survive the satisfaction and discharge of this Indenture.  The Trustee’s right to receive payment of
any amounts due under this Section 8.7 shall not be subordinate to any other
liability or Indebtedness of the Company.


 


The Company’s payment obligations pursuant to
this Section 8.7 shall survive the discharge of this Indenture.  When the Trustee incurs expenses after the
occurrence of a Default specified in Section 7.1(5) hereof with respect to the
Company, the expenses are intended to constitute expenses of administration
under any bankruptcy law.


 


52

















 


SECTION 8.8.  Replacement
of Trustee.  The Trustee may resign
at any time by so notifying the Company. 
The Holders of a majority in principal amount of the Notes may remove
the Trustee by so notifying the Trustee and may appoint a successor Trustee.  The Company shall remove the Trustee if:


 


(1)                                  the Trustee fails to
comply with Section 8.10 hereof;


 


(2)                                  the Trustee is
adjudged bankrupt or insolvent;


 


(3)                                  a receiver or other
public officer takes charge of the Trustee or its property; or


 


(4)                                  the Trustee otherwise
becomes incapable of acting.


 


If the Trustee resigns or is removed by the
Company or by the Holders of a majority in principal amount of the Notes and
such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of the Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Company shall
promptly appoint a successor Trustee.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of
its succession to Noteholders.  The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 8.7 hereof.


 


If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee or the Holders of 10% in principal amount of the Notes may petition, at
the Company’s expense, any court of competent jurisdiction for the appointment
of a successor Trustee.


 


If the Trustee fails to comply with Section
8.10 hereof, any Noteholder may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


 


Notwithstanding the replacement of the
Trustee pursuant to this Section 8.8, the Company’s obligations under Section 8.7
hereof shall continue for the benefit of the retiring Trustee.


 


SECTION 8.9.  Successor
Trustee by Merger.  If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.


 


In case at the time such successor or
successors by merger, conversion or consolidation to the Trustee shall succeed
to the trusts created by this Indenture, any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor trustee, and deliver such
Notes so authenticated;


 


53

















 


and in case at that time any of
the Notes shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Trustee; provided
that the right to adopt the certificate authentication of any predecessor
Trustee or authenticate Notes in the name of any predecessor Trustee shall only
apply to its successor or successors by merger, consolidation or conversion.


 


SECTION 8.10.  Eligibility;
Disqualification.  The Trustee shall
at all times satisfy the requirements of Trust Indenture Act,
Section 310(a).  The Trustee shall
have a combined capital and surplus of at least U.S.$50,000,000 as set forth in
its most recent published annual report of condition.  The Trustee shall comply with Trust Indenture Act,
Section 310(b); provided, however,
that there shall be excluded from the operation of Trust Indenture Act,
Section 310(b)(1) any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in Trust
Indenture Act, Section 310(b)(1) are met.


 


SECTION 8.11.  Preferential
Collection of Claims Against Company. 
The Trustee shall comply with Trust Indenture Act, Section 311(a),
excluding any creditor relationship listed in Trust Indenture Act,
Section 311(b).  A Trustee who has
resigned or been removed shall be subject to Trust Indenture Act,
Section 311(a) to the extent indicated.


 


SECTION 8.12.  Trustee’s
Application for Instruction from the Company.  Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the
date on and/or after which such action shall be taken or such omission shall be
effective.  The Trustee shall not be liable
for any action taken by, or omission of, the Trustee in accordance with a
proposal included in such application on or after the date specified in such
application (which date shall not be less than three Business Days after the
date any officer of the Company actually receives such application, unless any
such officer shall have consented in writing to any earlier date) unless prior
to taking any such action (or the effective date in the case of an omission),
the Trustee shall have received written instructions in response to such
application specifying the action to be taken or omitted.


 


ARTICLE IX


 


Discharge of Indenture; Defeasance


 


SECTION 9.1.  Discharge
of Liability on Notes; Defeasance. 
(a)  Subject to Section 9.1(c)
hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes
(other than Notes replaced pursuant to Section 2.9 hereof) for cancellation or
(y) all outstanding Notes not theretofore delivered for cancellation have
become due and payable, whether at maturity or upon redemption or will become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name and at the expense of the Company and the
Company or the Guarantor irrevocably deposits or causes to be deposited with
the Trustee as trust funds in trust solely for the benefit of the Holders money
in U.S. dollars, non-callable U.S. Government Securities, or a combination
thereof, in such amounts as will be sufficient without consideration of any
reinvestment of interest to pay and discharge the entire indebtedness on 


 


54

















 


such Notes not
theretofore delivered to the Trustee for cancellation for principal and
premium, if any, and accrued interest to the date of maturity or redemption,
(ii) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit or shall occur as a result of such deposit and such
deposit will not result in a breach or violation of, or constitute a default
under, any other instrument to which the Company or the Guarantor is a party or
by which the Company or the Guarantor is bound; (iii) the Company or the
Guarantor has paid or caused to be paid all sums payable by it under this
Indenture and the Notes; and (iv) the Company has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of such Notes at maturity or the Redemption Date, as the
case may be, then the Trustee shall acknowledge satisfaction and discharge of
this Indenture on demand of the Company (accompanied by an Officers’
Certificate and an Opinion of Counsel stating that all conditions precedent
specified herein relating to the satisfaction and discharge of this Indenture
have been complied with) and at the cost and expense of the Company.


 


(b)                                 Subject
to Section 9.1(c) and Section 9.2 hereof, the Company at any time may terminate
(i) all its obligations under the Notes and this Indenture (“legal
defeasance option”), and after giving effect to such legal defeasance, any
omission to comply with such obligations shall no longer constitute a Default
or Event of Default or (ii) its obligations under, Section 3.2, Section 3.3,
Section 3.4, Section 3.5, Section 3.6, Section 3.7, Section 3.8, Section 3.9,
Section 3.10, Section 3.13 and Section 3.14 hereof, and the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any
other document, and the operation of Sections 7.1(3) (only with respect to the
covenants terminated pursuant to this Section 9.1(b)(ii)), 7.1(4), 7.1(5),
7.1(6) and 7.1(7) hereof, and the events specified in such Sections shall no
longer constitute an Event of Default (clause (ii) being referred to as the “covenant
defeasance option”), but except as specified above, the remainder of this
Indenture and the Notes shall be unaffected thereby.  The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. If the
Company exercises its covenant defeasance option, the Company may elect to have
the Guarantee terminate.


 


If the Company
exercises its legal defeasance option, payment of the Notes may not be
accelerated because of an Event of Default, and the Guarantee shall
terminate.  If the Company exercises its
covenant defeasance option, payment of the Notes may not be accelerated because
of an Event of Default specified in Section 7.1(3) (only with respect to the
covenants terminated pursuant to Section 9.1(b)(ii) above), 7.1(4), 7.1(5),
7.1(6) or 7.1(7)hereof.


 


Upon
satisfaction of the conditions set forth herein and upon request of the
Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.


 


(c)                                  Notwithstanding the provisions of Section 9.1(a) and (b)
hereof, the Company’s obligations in Section 2.2, Section 2.3, Section 2.4,
Section 2.5, Section 2.6, Section 2.9, Section 2.10, Section 2.11, Section
2.12, Section 3.1, Section 3.11, Section 3.12, Section 3.15, Section 3.16,
Section 3.17, Section 3.18, Section 3.19, Section 7.7, Section 8.7, Section 8.8



 


55

















 


hereof and in this Article IX shall survive
until the Notes have been paid in full. 
Thereafter, the Company’s obligations in Section 8.7, Section 9.4 and
Section 9.5 hereof shall survive.


 


SECTION
9.2.  Conditions to Defeasance.  The Company may exercise its legal
defeasance option or its covenant defeasance option only if:


 


(1)                                  the Company
irrevocably deposits in trust with the Trustee for the benefit of the Holders
money in U.S. dollars or U.S. Government Securities or a combination thereof
for the payment of principal of and premium, if any, and interest on the Notes
to maturity or redemption, as the case may be;


 


(2)                                  the Company delivers
to the Trustee a certificate from a firm of independent accountants expressing
their opinion that the payments of principal and interest when due and without
reinvestment on the deposited U.S. Government Securities plus any deposited
money without investment will provide cash at such times and in such amounts as
will be sufficient to pay principal and interest when due on all the Notes to
maturity;


 


(3)                                  no Default or Event
of Default shall have occurred and be continuing on the date of such deposit
or, with respect to certain bankruptcy or insolvency Events of Default, on the
91st day after such date of deposit;


 


(4)                                  such legal defeasance
or covenant defeasance shall not result in a breach or violation of, or
constitute a Default under, this Indenture or any other material agreement or
instrument to which the Company, the Guarantor or any of the Subsidiaries is a
party or by which the Company, the Guarantor or any of the Subsidiaries is
bound;


 


(5)                                  the Company shall
have delivered to the Trustee an Opinion of Counsel (subject to customary
assumptions and exclusions) to the effect that (A) the Notes and
(B) assuming no intervening bankruptcy of the Company between the date of
deposit and the 91st day following the deposit and that no Holder of the Notes
is an insider of the Company, after the 91st day following the deposit, the
trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ right
generally;


 


(6)                                  the deposit does not
constitute a default under any other agreement binding on the Company;


 


(7)                                  the Company delivers
to the Trustee an Opinion of Counsel (subject to customary assumptions and
exclusions) to the effect that the trust resulting from the deposit does not
constitute, or is qualified as, a regulated investment company under the U.S.
Investment Company Act of 1940, as amended;


 


(8)                                  in the case of the
legal defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel (subject to customary assumptions and exclusions) in the
United States stating that (i) the Company has received from, or there has been
published by, the U.S. Internal Revenue Service a ruling, or (ii) since the
date of this Indenture there has been a change in the applicable federal income
tax law, in either 


 


56

















 


case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Noteholders will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such legal defeasance had not occurred;


 


(9)                                  in the case of the
covenant defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel (subject to customary assumptions and exclusions) in the
United States to the effect that the Noteholders will not recognize income,
gain or loss for federal income tax purposes as a result of such deposit and
covenant defeasance and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been the case if
such deposit and covenant defeasance had not occurred; and


 


(10)                            the Company delivers to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the defeasance and discharge of the Notes and this
Indenture as contemplated by this Article IX have been complied with.


 


SECTION
9.3.  Application of Trust Money.  The Trustee shall hold in trust money or
U.S. Government Securities deposited with it pursuant to this Article IX.  It shall apply the deposited money and the
money from U.S. Government Securities through the Paying Agent and in
accordance with this Indenture to the payment of principal of and premium, if
any, and interest on the Notes.


 


SECTION
9.4.  Repayment to Company.  The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any excess money or securities
held by them upon payment of all the obligations under this Indenture.


 


Subject to any applicable abandoned property
law, the Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal of and premium, if any, or
interest on the Notes that remains unclaimed for two years, and, thereafter,
Noteholders entitled to the money must look to the Company for payment as
general creditors.


 


SECTION
9.5.  Indemnity for U.S. Government Securities.  The Company shall pay and shall indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Securities or the principal and interest received on
such U.S. Government Securities.


 


SECTION 9.6.  Reinstatement.  If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Securities in accordance with this Article
IX by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the obligations of the Company under this
Indenture and the Notes shall be revived and reinstated as though no deposit
had occurred pursuant to this Article IX until such time as the Trustee or
Paying Agent is permitted to apply all such money or U.S. Government Securities
in accordance with this Article IX; 


 


57

















 


provided, however, that, if the Company has
made any payment of interest on or principal of any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Securities held by the Trustee or Paying Agent.


 


The Trustee’s rights under this Article IX
shall survive termination of this Indenture and the resignation or removal of
the Trustee.


ARTICLE X


 


Amendments


 


SECTION
10.1.  Without Consent of Holders.  The Company, the Guarantor and the Trustee
may amend this Indenture or the Notes without notice to or consent of any
Noteholder:


 


(1)                                  to cure any
ambiguity, omission, defect or inconsistency;


 


(2)                                  to comply with
Article IV in respect of the assumption by a Successor Guarantor of an
obligation of the Guarantor under this Indenture;


 


(3)                                  to provide for
uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated
Notes are issued in registered form for purposes of Section 163(f) of the Code
or in a manner such that the uncertificated Notes are described in Section
163(f)(2)(B) of the Code;


 


(4)                                  to add guarantees
with respect to the Notes;


 


(5)                                  to secure the Notes;


 


(6)                                  to add to the
covenants of the Company or the Guarantor for the benefit of the Holders or to
surrender any right or power herein conferred upon the Company or the
Guarantor;


 


(7)                                  to make any change
that does not materially adversely affect the interests of any Noteholder;


 


(8)                                  to provide for the
issuance of the Exchange Notes, which will have terms substantially identical
in all material respects to the Initial Notes (except that the transfer
restrictions contained in the Initial Notes will be modified or eliminated, as
appropriate), and which will be treated, together with any outstanding Initial
Notes, as a single issue of securities;


 


(9)                                  to provide for the
issuance of any Subsequent Notes; or


 


(10)                            to comply with any
requirement of the SEC in connection with the qualification of this Indenture
under the Trust Indenture Act.


 


58

















 


After an amendment under this Section 10.1
becomes effective, the Company shall mail to Noteholders a notice briefly
describing such amendment.  The failure
to give such notice to all Noteholders at the address set forth in the Note
Register, or any defect therein, shall not impair or affect the validity of an
amendment under this Section 10.1.


 


SECTION
10.2.  With Consent of Holders.  The Company, the Guarantor and the Trustee
may amend this Indenture or the Notes without notice to any Noteholder but with
the written consent of the Holders of at least a majority in principal amount
of the Notes then outstanding (including, without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for,
Notes).  However, without the consent of
each Noteholder affected, an amendment may not:


 


(1)          reduce the amount of Notes whose Holders must
consent to an amendment of this Indenture or the Notes;


 


(2)          reduce the amount of Notes whose Holders must
consent to an amendment of provisions of the Master Trust Transaction Documents
pursuant to Section 3.2(f) hereof;


 


(3)          reduce the stated rate of or extend the
stated time for payment of interest on any Note;


 


(4)          reduce the principal of, or extend the Stated
Maturity of, any Note;


 


(5)          reduce the premium payable upon the
redemption or purchase of any Note as described above under Article V or
Article VI hereof or any similar provision, whether through an amendment to or
waiver of Article V or Article VI hereof, a definition or otherwise;


 


(6)          at any time after a Change of Control has
occurred, change the time at which the Change of Control Offer relating thereto
must be made or at which the Change of Control Payment must be made;


 


(7)          make any Note payable in money other than
that stated in the Note;


 


(8)          impair the right of any Holder to receive
payment of principal of and premium, if any, and interest on such Holder’s
Notes on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder’s Notes;


 


(9)          make any change to the amendment provisions
which require each Holder’s consent or to the waiver provisions; or


 


(10)    release the Guarantor or modify the Guarantee other
than in accordance with the provisions of this Indenture.


 


It shall not be necessary for the consent of
the Holders under this Section 10.2 to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent approves the
substance thereof.


 


59

















 


After an amendment under this Section 10.2
becomes effective, the Company shall mail to Noteholders a notice briefly
describing such amendment.  The failure
to give such notice to all Noteholders, or any defect therein, shall not impair
or affect the validity of an amendment under this Section 10.2.


 


SECTION 10.3. Compliance
with Trust Indenture Act.  Every amendment to this Indenture or the
Notes shall comply with the Trust Indenture Act as then in effect.


 


SECTION
10.4.  Revocation and Effect of
Consents and Waivers.  A consent to an amendment or a waiver by a Holder of a Note shall
bind the Holder and every subsequent Holder of that Note or portion of the Note
that evidences the same debt as the consenting Holder’s Note, even if notation
of the consent or waiver is not made on the Note.  However, any such Holder or subsequent Holder may revoke the
consent or waiver as to such Holder’s Note or portion of the Note if the Trustee
receives the notice of revocation before the date the amendment or waiver
becomes effective or otherwise in accordance with any related solicitation
documents.  After an amendment or waiver
becomes effective, it shall bind every Noteholder.  An amendment or waiver shall become effective upon receipt by the
Trustee of the requisite number of written consents under Section 10.1 or 10.2
hereof, as applicable.


 


The Company
may, but shall not be obligated to, fix a record date for the purpose of
determining the Noteholders entitled to give their consent or take any other
action described above or required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed,
then notwithstanding the immediately preceding paragraph, those Persons who
were Noteholders at such record date (or their duly designated proxies), and
only those Persons, shall be entitled to give such consent or to revoke any
consent previously given or to take any such action, whether or not such
Persons continue to be Holders after such record date.  No such consent shall become valid or
effective more than 120 days after such record date.


 


SECTION
10.5.  Notation on or Exchange of
Notes.  If
an amendment changes the terms of a Note, the Trustee may require the Holder of
the Note to deliver it to the Trustee. 
The Trustee may place an appropriate notation on the Note regarding the
changed terms and return it to the Holder. 
Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Note shall issue and the Trustee shall authenticate a new
Note that reflects the changed terms. 
Failure to make the appropriate notation or to issue a new Note shall
not affect the validity of such amendment.


 


SECTION
10.6.  Trustee To Sign Amendments.  The Trustee shall sign any amendment
authorized pursuant to this Article X if the amendment does not affect the
rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not
sign it.  In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it
and shall be provided with, and (subject to Sections 8.1 and 8.2 hereof), shall
be fully protected in relying upon an Officers’ Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this Indenture
and that such amendment is the legal, valid and binding obligation of the
Company and any Guarantors, enforceable against them in accordance with its
terms, subject to customary exceptions and complies with the provisions hereof
(including Section 10.3 hereof).


 


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ARTICLE XI


 


Guarantee


 


SECTION
11.1.  Guarantee.  The Guarantor hereby fully, unconditionally
and irrevocably guarantees, as primary obligor and not merely as surety, to
each Holder of the Notes and the Trustee the full and punctual payment when
due, whether at maturity, by acceleration, by redemption or otherwise, of the
principal of and premium, if any, and interest on the Notes and all other
obligations of the Company under this Indenture (all the foregoing being
hereinafter collectively called the “Obligations”).  The Guarantor further agrees (to the extent permitted by law)
that the Obligations may be extended or renewed, in whole or in part, without
notice or further assent from it, and that it will remain bound under this
Article XI notwithstanding any extension or renewal of any Obligation.


 


The Guarantor waives presentation to, demand
of payment from and protest to the Company of any of the Obligations and also
waives notice of protest for nonpayment. 
The Guarantor waives notice of any default under the Notes or the
Obligations.  The obligations of the
Guarantor hereunder shall not be affected by (a) the failure of any Holder to
assert any claim or demand or to enforce any right or remedy against the
Company or any other person under this Indenture, the Notes or any other
agreement or otherwise; (b) any extension or renewal of any thereof; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions
of this Indenture, the Notes or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
or (e) any change in the ownership of the Company.


 


The Guarantor further agrees that the
Guarantee herein constitutes a guarantee of payment when due (and not a
guarantee of collection) and waives any right to require that any resort be had
by any Holder to any security held for payment of the Obligations.


 


The obligations of the Guarantor hereunder
shall not be subject to any reduction, limitation, impairment or termination
for any reason (other than payment of the Obligations in full), including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of
the Obligations or otherwise.  Without
limiting the generality of the foregoing, the obligations of the Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder to assert any claim or demand or to enforce any remedy under this
Indenture, the Notes or any other agreement, by any waiver or modification of
any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of the Guarantor or would otherwise operate as a discharge
of the Guarantor as a matter of law or equity.


 


The Guarantor further agrees that the
Guarantee herein shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of principal of and
premium, if any, or interest on any of the Obligations is rescinded or must


 


61

















 


otherwise be
restored by any Holder upon the bankruptcy or reorganization of the Company or
otherwise.


 


In furtherance of the foregoing and not in
limitation of any other right which any Holder has at law or in equity against
the Guarantor by virtue hereof, upon the failure of the Company to pay any of
the Obligations when and as the same shall become due, whether at maturity, by
acceleration, by redemption or otherwise, the Guarantor hereby promises to and
will, upon receipt of written demand by the Trustee, forthwith pay, or cause to
be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid
amount of such Obligations then due and owing and (ii) accrued and unpaid
interest on such Obligations then due and owing (but only to the extent not
prohibited by law).


 


The Guarantor further agrees that, as between
the Guarantor, on the one hand, and the Holders, on the other hand, (x) the
maturity of the Obligations guaranteed hereby may be accelerated as provided in
this Indenture for the purposes of the Guarantee herein, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect
of the Obligations guaranteed hereby and (y) in the event of any such
declaration of acceleration of such Obligations, such Obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantor
for the purposes of this Guarantee.


 


The Guarantor also agrees to pay any and all
reasonable costs and expenses (including reasonable attorneys’ fees) incurred
by the Trustee or the Holders in enforcing any rights under this Section.


 


SECTION
11.2.  No Subrogation.  Notwithstanding any payment or payments made
by the Guarantor hereunder, the Guarantor shall not be entitled to be
subrogated to any of the rights of the Trustee or any Holder against the
Company or any collateral security or guarantee or right of offset held by the
Trustee or any Holder for the payment of the Obligations, nor shall the
Guarantor seek or be entitled to seek any contribution or reimbursement from
the Company in respect of payments made by the Guarantor hereunder, until all
amounts owing to the Trustee and the Holders, as well as the holders of any
other Permitted Indebtedness, by the Company on account of the Obligations are
paid in full.  If any amount shall be
paid to the Guarantor on account of such subrogation rights at any time when
all of the Obligations shall not have been paid in full, such amount shall be
held by the Guarantor in trust for the Trustee and the Holders, segregated from
other funds of the Guarantor, and shall, forthwith upon receipt by the
Guarantor, be turned over to the Trustee in the exact form received by the
Guarantor (duly indorsed by the Guarantor to the Trustee, if required), to be
applied against the Obligations.


 


SECTION
11.3.  Consideration.  The Guarantor has received, or will receive,
direct or indirect benefits from the making of the Guarantee.


 


62

















 


ARTICLE XII


 


Miscellaneous


 


SECTION
12.1.  Trust Indenture Act Controls.  If any provision of this Indenture limits,
qualifies or conflicts with another provision which is required to be included
in this Indenture by the Trust Indenture Act, the provision required by the
Trust Indenture Act shall control.  The
Guarantor in addition to performing its obligations under the Guarantee shall
perform such other obligations as may be imposed upon it with respect to this
Indenture under the Trust Indenture Act.


 


SECTION
12.2.  Notices.  Any notice or communication shall be in
writing and (a) delivered in person, (b) sent by a recognized overnight
delivery service (with charges prepaid), or (c) sent by telecopy if the sender
on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), addressed as follows:


 


If to the Company:


 


Bunge Limited Finance Corp.


11720 Borman Drive


St. Louis, Missouri 63146


Attention: 
Francis X. Marchiony


Telephone: 
(314) 292-6538


Telecopy: 
(314) 292-6530


 


If to the Guarantor:


 


Bunge Limited


50 Main Street


White Plains, New York  10606


Attention:  Morris M. Kalef /
Carey Dubois


Telephone: 
(914) 684-3440/(914) 684-3365


Telecopy: 
(914) 684-3443


 


if to the Trustee:


 


The Bank of New York


Corporate Trust Administration


101 Barclay Street, 21st Floor West


New York, New York 10286


Attention: 
Thomas E. Tabor


Telephone: 
(212) 815-5381


Telecopy: 
(212) 815-5802/5803


 


The Company or the Trustee by notice to the
other may designate additional or different addresses for subsequent notices or
communications.


 


63

















 


Any notice or communication mailed to a
registered Noteholder shall be mailed to the Noteholder at the Noteholder’s
address as it appears on the registration books of the Registrar and shall be
sufficiently given if so mailed within the time prescribed.


 


Failure to mail a notice or communication to
a Noteholder or any defect in it shall not affect its sufficiency with respect
to other Noteholders.  If a notice or
communication is sent in the manner provided above, it is duly given, whether
or not the addressee receives it, except that notices to the Trustee shall be
effective only upon receipt.


 


SECTION
12.3.  Communication by Holders with other Holders.  Noteholders may communicate pursuant to
Trust Indenture Act, Section 312(b) with other Noteholders with respect to
their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall
have the protection of Trust Indenture Act, Section 312(c).


 


SECTION
12.4.  Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the
Company to the Trustee to take or refrain from taking any action under this
Indenture, the Company shall furnish to the Trustee:


 


(1)          an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee stating that, in the opinion
of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and


 


(2)          an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.


 


SECTION
12.5.  Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:


 


(1)          a statement that the individual making such
certificate or opinion has read such covenant or condition;


 


(2)          a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;


 


(3)          a statement that, in the opinion of such
individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and


 


(4)          a statement as to whether or not, in the
opinion of such individual, such covenant or condition has been complied with.


 


In giving such Opinion of Counsel, counsel
may rely as to factual matters on an Officers’ Certificate or on certificates
of public officials.


 


64

















 


SECTION
12.6.  When Notes Disregarded.  In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or
consent, Notes owned by the Company or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company shall be disregarded and deemed not to be outstanding, except that,
for the purpose of determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Notes which a Trust Officer of
the Trustee actually knows are so owned shall be so disregarded.  Also, subject to the foregoing, only Notes
outstanding at the time shall be considered in any such determination.


 


SECTION 12.7.  Rules
by Trustee, Paying Agent and Registrar. 
The Trustee may make reasonable rules for action by, or a meeting of,
Noteholders.  The Registrar and the
Paying Agent may make reasonable rules for their functions.


 


SECTION 12.8.  Legal
Holidays.  A “Legal Holiday” is a
Saturday, a Sunday or other day on which commercial banking institutions are
authorized or required to be closed in New York, New York or Hamilton,
Bermuda.  If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.  If a regular record date is a Legal Holiday,
the record date shall not be affected.


 


SECTION
12.9.  GOVERNING
LAW.  THIS INDENTURE AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


SECTION 12.10.  No
Recourse Against Others.  An
incorporator, director, officer, employee, affiliate or stockholder of the
Company or the Guarantor, solely by reason of this status, shall not have any
liability for any obligations of the Company under the Notes, this Indenture or
the Guarantee or for any claim based on, in respect of or by reason of such
obligations or their creation.  By
accepting a Note, each Noteholder shall waive and release all such
liability.  The waiver and release shall
be part of the consideration for the issue of the Notes.


 


SECTION 12.11.  Successors.  All agreements of the Company in this
Indenture and the Notes shall bind their respective successors.  All agreements of the Trustee in this
Indenture shall bind its successors.


 


SECTION 12.12.  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 action or proceeding relating to its
obligations, liabilities or any other matter arising out of or in connection
with this Indenture or the Notes.  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.


 


SECTION 12.13.  Appointment for Agent for Service of
Process.  The Guarantor hereby (i)
irrevocably designates and appoints its principal executive offices at 50 Main
Street,


 


65

















 


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 12.12 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.


 


SECTION 12.14.  Waiver of Immunities.  To the extent that the Guarantor or any of
its properties, assets or revenues may have or may hereafter become entitled
to, or have attributed to them, any right of immunity, on the grounds of
sovereignty, from any legal action, suit or proceeding, from set-off or
counterclaim, from the jurisdiction of any court, from service of process, from
attachment upon or prior to judgment, or from attachment in aid of execution of
judgment, or from execution of judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any time be commenced, with respect to
its obligations, liabilities or any other matter under or arising out of or in
connection with this Indenture or the Notes, the Guarantor hereby irrevocably
and unconditionally, to the extent permitted by applicable law, waives and
agrees not to plead or claim any such immunity and consents to such relief and
enforcement.


 


SECTION 12.15.  Foreign Taxes. Any payments by the
Guarantor to the Trustee or the Noteholders hereunder shall be made free and
clear of, and without deduction or withholding for or on account of, any and
all present and future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereinafter imposed, levied,
collected, withheld or assessed by Bermuda or any other foreign jurisdiction in
which the Guarantor or any Subsidiary has an office from which payment is made
or deemed to be made, excluding any such tax imposed by reason of the Trustee
or any Noteholder having some connection with any such jurisdiction other than
its participation as the Trustee or Noteholder under the Indenture (all such
taxes, “Foreign Taxes”).  If the
Guarantor is prevented by operation of law or otherwise from paying, causing to
be paid or remitting that portion of amounts payable hereunder represented by
Foreign Taxes withheld or deducted, then amounts payable under this Indenture
shall, to the extent permitted by law, be increased to such amount as is
necessary to yield and remit to the Trustee and the Noteholders an amount
which, after deduction of all Foreign Taxes (including all Foreign Taxes
payable on such increased payments) equals the amount that would have been payable
if no Foreign Taxes applied.


 


SECTION 12.16.  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 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 the Trustee or any Holder, as the
case may be, could purchase U.S. dollars with such other currency in
New York City 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 the Trustee or any Holder
shall, notwithstanding any judgment in a currency other than U.S. dollars, be
discharged only if and to 


 


66

















 


the extent that on the first
Business Day following receipt by the Trustee or such Holder, as the case may
be, of any sum adjudged to be so due in such other currency, the Trustee or
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 the
Trustee or such Holder hereunder, the Guarantor agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Trustee or
such Holder against such loss.  If the
U.S. dollars so purchased are greater than the sum originally due to the
Trustee or such Holder hereunder, the Trustee or such Holder, as the case may
be, 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 the Trustee or such Holder
hereunder.


 


SECTION 12.17.  No Bankruptcy Petition  Against the
Borrower; Liability of the Borrower. 
Each of the Noteholders and the Trustee hereby covenants and agrees
that, prior to the date which is one year and one day after the payment in full
of the last maturing Note and all other Indebtedness of the Company ranking
equal with or junior to the Notes in right of payment, it will not institute
against, or join with or assist any other Person in instituting against, the
Company, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any applicable insolvency laws.


 


Notwithstanding any other provision hereof,
the sole remedy of any Noteholder, the Trustee or any other Person against the
Company in respect of any obligation, covenant, representation, warranty or
agreement of the Company under or related to this Indenture or the Notes shall
be against the assets of the Company. 
Neither the Trustee, nor any Noteholder nor any other Person shall have
any claim against the Company to the extent that such assets are insufficient
to meet such obligations, covenant, representation, warranty or agreement (the
difference being referred to herein as a “shortfall”) and all claims in
respect of the shortfall shall be extinguished; provided, however, that the
provisions of this Section 12.17 apply solely to the obligations of the Company
and shall not extinguish such shortfall or otherwise restrict such Person’s
rights or remedies against the Guarantor for purposes of the obligations of the
Guarantor to any Person under the Guarantee.


 


The provisions of this Section 12.17 shall
survive the termination of this Indenture and the resignation or removal of the
Trustee .


 


SECTION 12.18.  Multiple
Originals.  The parties may sign any
number of copies of this Indenture. 
Each signed copy shall be an original, but all of them together
represent the same agreement.  One
signed copy is enough to prove this Indenture.


 


SECTION 12.19.  Qualification
of Indenture.  The Company shall
qualify this Indenture under the Trust Indenture Act in accordance with the
terms and conditions of the Exchange and Registration Rights Agreement and
shall pay all reasonable costs and expenses (including attorneys’ fees and
expenses for the Company, the Trustee and the Holders) incurred in connection
therewith, including, but not limited to, costs and expenses of qualification
of this Indenture and the Notes and printing this Indenture and the Notes.  The Trustee shall be entitled to receive
from the Company any such Officers’ Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the Trust Indenture Act.


 


67

















 


SECTION 12.20.  Table
of Contents; Headings.  The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.


 


68

















 


IN WITNESS
WHEREOF, the parties have caused this Indenture to be duly executed as of the
date first written above.


 


	
   

  	
  BUNGE LIMITED FINANCE CORP., as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MORRIS KALEF

  
	
   

  	
   

  	
  Name: Morris Kalef

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  BUNGE LIMITED, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM M. WELLS

  
	
   

  	
   

  	
  Name: William M. Wells

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ THOMAS E. TABOR

  
	
   

  	
   

  	
  Name: Thomas E. Tabor

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  



 


69

















 


EXHIBIT A


 


[FORM OF FACE
OF INITIAL NOTE AND SUBSEQUENT NOTE]


 


[Depository
Legend, if applicable]


 


[Applicable
Restricted Notes Legend]


 


No.
[     ]                                                                                                   Principal
Amount U.S.$[                        ],
as revised by the Schedule of Increases and Decreases in Global Note attached
hereto


 


CUSIP
NO.                   


ISIN:                   


 


7.80% Senior
Notes Due 2012


 


Bunge Limited Finance Corp., a Delaware
corporation, promises to pay to
[                  ],
or registered assigns, the principal sum of [                                 ]
U.S. Dollars, as revised by the Schedule of Increases and Decreases in Global Note
attached hereto, on October 15, 2012.


 


Interest Payment Dates: April 15 and October
15


Record Dates: April 1 and October 1


 


Additional provisions of this Note are set
forth on the reverse side hereof.


 


A-1

















 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 


 


	
   

  	
  BUNGE LIMITED FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  



 


TRUSTEE’S
CERTIFICATE OF


  AUTHENTICATION


 


THE BANK OF
NEW YORK,

as Trustee, certifies that this is one of

the Notes referred to in the Indenture.


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
  Date:
                            
  , 2002

  	
   

  



 


A-2

















 


[FORM OF
REVERSE SIDE OF 

INITIAL NOTE AND SUBSEQUENT NOTE]


 


7.80% Senior
Note Due 2012


 


1.  General


 


Bunge Limited Finance Corp., a Delaware
corporation (such corporation, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the “Company”), issued
the Notes under an Indenture, dated as of October 15, 2002, among the Company,
the Guarantor and the Trustee (as such Indenture may be amended or supplemented
from time to time in accordance with the terms thereof, the “Indenture”).  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the U.S.
Trust Indenture Act of 1939 as in effect on the date of the Indenture (the
“Trust Indenture Act”).  Capitalized
terms used herein and not defined herein have the meanings ascribed thereto in
the Indenture.  The Notes are subject to
all such terms, and Noteholders are referred to the Indenture and the Trust
Indenture Act for a statement of those terms.


 


The Notes are general unsecured senior
obligations of the Company, including (a) U.S.$200,000,000 in aggregate
principal amount of Notes being offered on the Issue Date (subject to Section
2.9 of the Indenture) and (b) any Subsequent Notes.  The Notes rank equally with all other unsecured and
unsubordinated indebtedness of the Company. 
This Note is one of the [Initial] [Subsequent] Notes referred to in the
Indenture.


 


The Company may from time to time, without
the consent of existing Holders, create and issue Subsequent Notes having the
same terms and conditions as the Initial Notes in all respects, except for the
Issue Date, issue price and first payment of interest thereon.  Subsequent Notes issued in this manner will
be consolidated with and will form a single class with the previously outstanding
Notes.


 


The Initial Notes, any Subsequent Notes and
the Exchange Notes will be treated as a single class of securities under the
Indenture.  The Indenture includes
various covenants that limit the ability of the Company, among other things, to
engage in any business or transaction, acquire assets or subsidiaries, incur
Indebtedness or Liens or enter into any consolidations, mergers, amalgamations
or sales of assets.  In addition, the
Indenture imposes (a) certain financial covenants on the Guarantor and (b)
certain limitations on, among other things, (i) the incurrence of Liens by the
Guarantor or any Subsidiary, (ii) Sale-Leaseback Transactions by the Guarantor
or any Subsidiary (iii) sales of assets by the Guarantor or any Subsidiary,
(iv) transactions the Guarantor or any Subsidiary may enter into with any
Affiliate, (v) incurrence of indebtedness by any Subsidiary, (vi) agreements to
restrict dividends or loans by any Subsidiary, and (vii) consolidations,
mergers, amalgamations and sales of assets of the Guarantor or any Subsidiary.


 


To guarantee the due and punctual payment of
the principal of and premium, if any, and interest on the Notes and all other
amounts payable by the Company under the Indenture and the Notes when and as
the same shall be due and payable, whether at maturity, by acceleration or
otherwise, according to the terms of the Notes and the Indenture, the Guarantor


 


A-3

















 


has unconditionally guaranteed
such obligations pursuant to the terms of the Indenture.  The Guarantee is an unsecured and
unsubordinated obligation of the Guarantor and ranks equally with all other
unsecured and unsubordinated indebtedness and obligations of the Guarantor.


 


2.  Interest


 


The Company promises to pay interest on the
principal amount of this Note at the rate per annum shown above.


 


The Company will pay interest semi-annually
on April 15 and October 15 of each year commencing April 15, 2003.  Interest on the Notes will accrue from the
most recent date to which interest has been paid on the Notes or, if no
interest has been paid, from October 15, 2002. 
The Company shall pay interest on overdue principal or premium, if any,
plus interest on such interest to the extent lawful, at the rate borne by the
Notes to the extent lawful.  Interest
will be computed on the basis of a 360-day year of twelve 30-day months.


 


3.  Method
of Payment


 


By at least 10:00 a.m. (New York City time)
on the date on which any principal of and premium, if any, or interest on any
Note is due and payable, the Company shall irrevocably deposit with the Trustee
or the Paying Agent money sufficient to pay such principal, premium, if any,
and/or interest.  The Company will pay
interest (except Defaulted Interest) to the Persons who are registered Holders
of Notes at the close of business on the April 1 or October 1 next
preceding the interest payment date even if Notes are cancelled, repurchased or
redeemed after the record date and on or before the interest payment date.  Holders must surrender Notes to a Paying
Agent to collect principal payments. 
The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts.  Except as described in
the succeeding two sentences, the principal of and premium, if any, and
interest on the Notes shall be payable at the office or agency of the Company
maintained for such purpose in The City of New York, or at such other office or
agency of the Company as may be maintained for such purpose pursuant to Section
2.3 of the Indenture; provided, however,
that, at the option of the Company, each installment of interest may be paid by
check mailed to addresses of the Persons entitled thereto as such addresses
shall appear on the Note Register. 
Payments in respect of Notes represented by a Global Note (including
principal, premium and interest) will be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company.  Payments in respect of Notes represented by
Definitive Notes (including principal, premium, if any, and interest) held by a
Holder of at least U.S.$1,000,000 aggregate principal amount of Notes
represented by Definitive Notes will be made by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the
Paying Agent to such effect designating such account no later than 15 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).


 


4.  Paying
Agent and Registrar


 


Initially, The Bank of New York (the
“Trustee”), will act as Trustee, Paying 


 


A-4

















 


Agent and
Registrar.  The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice to any
Noteholder.  The Company, the Guarantor
or any Subsidiary may act as Paying Agent, Registrar or co-registrar.


 


5.  Optional
Redemption by the Company


 


The Notes will be redeemable at the option of
the Company, in whole at any time or in part from time to time, on at least 30
days but not more than 60 days’ prior notice mailed to the registered address
of each Holder of Notes to be so redeemed, at a redemption price equal to (a)
the greater of (i) 100% of their principal amount to be redeemed or (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon from the date of redemption to the date of maturity (except
for currently accrued but unpaid interest) discounted to the date of
redemption, on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months), at the applicable Treasury Yield (as defined below),
plus 50 basis points (such greater amount, the “Redemption Price”), plus (b)
accrued and unpaid interest, if any, to the date of redemption.


 


For purposes of determining the Redemption
Price, the following definitions are applicable:


 


“Comparable Treasury Issue” means the United
States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the Notes that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.


 


“Comparable Treasury Price” means, with
respect to any redemption date, (a) the bid price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) at 4:00 P.M. on the
third business day preceding such redemption date, as set forth on “Telerate
Page 500” (or such other page as may replace Telerate Page 500), or (b) if such
page (or any successor page) is not displayed or does not contain such bid
prices at such time (i) the average of the Reference Treasury Dealer Quotations
or (ii) if the Trustee is unable to obtain at least four such Reference
Treasury Dealers Quotations, the average of all Reference Treasury Dealer
Quotations obtained by the Trustee.


 


“Independent Investment Banker” means any of
Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc. or Salomon
Smith Barney Inc., or, if all such firms are unwilling or unable to select the
applicable Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee and reasonably
acceptable to the Company.


 


“Reference Treasury Dealer” means Credit
Suisse First Boston Corporation, J.P. Morgan Securities Inc., Salomon Smith
Barney Inc. and one other primary U.S. Government securities dealer in New York
City selected by the Independent Investment Banker (each, a “Primary Treasury
Dealer”); provided however, that if any of the foregoing shall cease to be a
Primary Treasury Dealer, the Company shall substitute therefor another Primary
Treasury Dealer.


 


A-5

















 


“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer and any redemption date for the
Notes, an average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue for the Notes (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such
redemption date.


 


“Treasury Yield” means, with respect to any
redemption date applicable to the Notes, the rate per annum equal to the
semi-annual equivalent yield to maturity (computed as of the third business day
immediately preceding such redemption date) of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the applicable Comparable Treasury Price for
such redemption date.


 


In the case of any partial redemption,
selection of the Notes for redemption will be made by the Trustee in compliance
with the requirements of the principal national securities exchange, if any, on
which the Notes are listed or, if the Notes are not listed, then on a pro rata
basis, by lot or by such other method as the Trustee in its sole discretion
shall deem to be fair and appropriate, although no Notes of U.S.$1,000 in
original principal amount or less will be redeemed in part.  If any Note is to be redeemed in part only,
the notice of redemption relating to such Note shall state the portion of the
principal amount thereof to be redeemed. 
A new Note in principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon cancellation of the
original Note.  On and after the
redemption date, interest will cease to accrue on Notes or portions thereof
called for redemption as long as the Company has deposited with the Paying
Agent funds in satisfaction of the applicable Redemption Price pursuant to the
Indenture.


 


6.  Prepayment
at Option of Holders Upon Change of Control


 


Upon a Change of Control, any Holder of Notes will
have the right to cause the Company to repurchase all or any part of the Notes
of such Holder by making the Change of Control Payment.  The Change of Control Payment is equal to
the Redemption Price of the Notes, plus accrued and unpaid interest, if any, to
the date of purchase (subject to the right of holders of record on the relevant
record date to receive interest due on the related interest payment date) as
provided in, and subject to the terms of, the Indenture.  For purposes of this paragraph 6, references
to “redemption” or similar terms in the definition of Redemption Price shall be
deemed to mean “repurchase,” “purchase” or similar terms, as the case may be.


 


7.  Additional
Amounts


 


The Guarantor will, subject to certain
limitations set forth in the Indenture, pay to the Holder of any Note
additional amounts as necessary so that every net payment made by the Guarantor
of principal of and premium, if any, and interest on such Note, after deducting
or withholding for or on account of any present or future tax, duty, fee,
assessment or other governmental charge imposed on that holder by Bermuda or any
other foreign jurisdiction, will not be less than the amount provided in the
Note to be then due and payable.


 


8.  Denominations;
Transfer; Exchange


 


A-6

















 


The Notes are in registered form without
coupons in denominations of principal amount of U.S.$1,000 and whole multiples
of U.S.$1,000.  A Holder may transfer or
exchange Notes in accordance with the Indenture.  The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange (i)
any Notes selected for redemption (except, in the case of a Note to be redeemed
in part, the portion of the Note not to be redeemed) for a period beginning 15
days before the mailing of a notice of Notes to be redeemed and ending on the
date of such mailing or (ii) any Notes for a period beginning 15 days before an
interest payment date and ending on such interest payment date.


 


9.  Persons
Deemed Owners


 


The registered Holder of this Note may be
treated as the owner of it for all purposes.


 


10.  Unclaimed
Money


 


If money for the payment of principal or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Company at its request unless an abandoned property law
designates another Person.  After any
such payment, Holders entitled to the money must look only to the Company and
not to the Trustee for payment.


 


11.  Defeasance


 


Subject to certain conditions set forth in
the Indenture, the Company at any time may terminate some or all of its
obligations under the Notes and the Indenture if the Company deposits with the
Trustee money or U.S. Government Securities for the payment of principal and
interest on the Notes to redemption or maturity, as the case may be.


 


12.  Amendment,
Waiver


 


The Indenture or the Notes may be amended
with the written consent of the Holders of at least a majority in principal
amount of the then outstanding Notes; provided,
however, that the consent of each
Noteholder affected is required to (i) reduce the amount of Notes whose Holders
must consent to an amendment of the Indenture, the Notes or specified
provisions of the Master Trust Transaction Documents, (ii) reduce the stated
rate or extend the stated time for payment of interest on a Note, (iii) reduce
the principal of or extend the Stated Maturity of a Note, (iv) reduce the
premium payable upon redemption or repurchase of a Note, (v) following a Change
of Control, make any change in the time during which a Change of Control Offer
must be made or the time at which the Change of Control Payment must be made,
(vi) make any Note payable in money other than that stated herein, (vii) impair
the right of a Holder to receive payment under the Note or institute suit for
the enforcement of such payment, (viii) make any change to the amendment
provisions which require each Holder’s consent or the waiver provisions, or
(ix) release the Guarantor or modify the Guarantee.


Subject to certain exceptions set forth in
the Indenture, without the consent of any Noteholder, the Company and the
Trustee may amend the Indenture or the Notes to cure any


 


A-7

















 


ambiguity,
omission, defect or inconsistency, or to comply with Article IV of the
Indenture, or to provide for uncertificated Notes in addition to or in place of
certificated Notes, or to add guarantees with respect to the Notes, or to
secure the Notes, or to add additional covenants of the Company, the Guarantor
or any Subsidiary, or surrender rights and powers conferred on the Company, the
Guarantor or any Subsidiary, issue Subsequent Notes, or to comply with any
request of the SEC in connection with qualifying the Indenture under the Act,
or to make any change that does not adversely affect the rights of any
Noteholder, or to provide for the issuance of Exchange Notes.


 


Subject to certain exceptions set forth in
the Indenture, any default (other than with respect to nonpayment or in respect
of a provision that cannot be amended without the written consent of each
Noteholder affected) or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount of the then
outstanding Notes.


 


13.  Defaults
and Remedies


 


Under the Indenture, Events of Default
include (1) default for 30 days in payment of interest or additional
interest when due on the Notes; (2) default in payment of principal of or
premium, if any, on the Notes at Stated Maturity, upon required repurchase or
upon optional redemption, upon declaration or otherwise; (3)  the failure
by the Company or the Guarantor to comply for 60 days after written notice
with its other agreements contained in the Indenture or under the Notes (other
than those referred to in (1) or (2) above); (4) the failure of the
Company, the Guarantor or any Subsidiary (a) to pay the principal of any
Indebtedness or of any other material amounts under any other agreement on the
scheduled or original date due, (b) to pay interest on any Indebtedness beyond
any provided grace period or (c) to observe or perform any agreement or
condition relating to such Indebtedness, the effect of which is to cause such
Indebtedness to become due prior to its stated maturity, provided that an event described in clause
(a), (b) or (c) above shall not constitute an Event of Default unless, at such
time, one or more events of the type described in clauses (a), (b) or (c) shall
have occurred or be continuing with respect to Indebtedness in an amount
exceeding U.S.$50,000,000; (5) certain events of bankruptcy, insolvency or
reorganization of the Company, the Guarantor, a Designated Obligor or any
Material Subsidiary (the “bankruptcy events”); or (6) one or more judgments or
decrees shall have been entered against the Company or the Guarantor involving
in the aggregate a liability (not paid or fully covered by insurance as to
which the relevant insurance company has acknowledged coverage) of (x) in the
case of the Company, U.S.$50,000 or more, and (y) in the case of the Guarantor,
U.S.$50,000,000 or more, and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 30 days from the
entry thereof.  However, a default under
clause (3) will not constitute an Event of Default until the Trustee or the
Holders of at least 25% in principal amount of the outstanding Notes notify the
Company or the Guarantor, as the case may be, of the default and the Company or
the Guarantor, as the case may be, does not cure such default within the time
specified in clause (3) hereof after receipt of such notice.


 


If an Event of Default other than a
bankruptcy event occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the Notes may declare all the Notes by written
notice to the Company to be due and payable immediately.  If an Event of Default in


 


A-8

















 


connection
with a bankruptcy event occurs and is continuing, the principal amount of the
Notes, the premium, if any, and all accrued and unpaid interest shall be
immediately due and payable without any action or other act on the part of the
Trustee or the Holders.


 


Noteholders may not enforce the Indenture or
the Notes except as provided in the Indenture. 
The Trustee may refuse to enforce the Indenture or the Notes unless it
receives reasonable indemnity or security. 
Subject to certain limitations, Holders of a majority in principal
amount of the Notes may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from
Noteholders notice of any continuing Default or Event of Default (except a
Default or Event of Default in payment of principal or interest) if it
determines that withholding notice is in their interest.


 


14.  Trustee
Dealings with the Company


 


Subject to certain limitations set forth in
the Indenture, the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
and collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.


 


15.  No
Recourse Against Others


 


An incorporator, director, officer, employee,
affiliate or stockholder, of each of the Company, or the Guarantor, solely by
reason of this status, shall not have any liability for any obligations of the
Company under the Notes, the Indenture or the Guarantee or for any claim based
on, in respect of or by reason of such obligations or their creation.  By accepting a Note, each Noteholder waives
and releases all such liability.  The
waiver and release are part of the consideration for the issue of the Notes.


 


16.  No
Petition


 


By its acquisition of this Note, each Holder
hereof agrees that neither it nor the Trustee on its behalf may commence, or
join with any other person in the commencement of, a bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding with respect
to the Company under any applicable insolvency laws until one year and one date
after the Notes and all other Indebtedness of the Company ranking equal with or
junior to the Notes in right of payment, including all interest and premium
thereon, if any, are paid in full.


 


17.  Authentication


 


This Note shall not be valid until an
authorized signatory of the Trustee (or an authenticating agent acting on its
behalf) manually signs the certificate of authentication on the other side of
this Note.


 


18.  Abbreviations


 


Customary abbreviations may be used in the
name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN
ENT (=tenants by the entirety), JT TEN (=joint 


 


A-9

















 


tenants with
rights of survivorship and not as tenants in common), CUST (=custodian) and
U/G/M/A (=Uniform Gift to Minors Act).


 


19.  CUSIP
Numbers


 


Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures the Company has
caused CUSIP numbers to be printed on the Notes and has directed the Trustee to
use CUSIP numbers in notices of redemption as a convenience to
Noteholders.  No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


 


20.  Governing
Law


 


This Note shall be governed by, and construed
in accordance with, the laws of the State of New York.


 


The Company will furnish to any Noteholder
upon written request and without charge to the Noteholder a copy of the
Indenture.  Requests may be made to:


 


Bunge Limited Finance Corp.


11720 Borman Drive


St. Louis, Missouri 63146


Attention: 
Francis X. Marchiony, Treasurer


 


A-10

















 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to


 


(Print or type
assignee’s name, address and zip code)


 


(Insert
assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably
appoint
                        agent
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.


 


	
  Date:

  	
  Your
  Signature:

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
	
   

  	
  (Signature
  must be guaranteed)

  
	
   

  	
   

  
	
  Sign exactly
  as your name appears on the other side of this Note.

  
				



 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.


 


In connection
with any transfer or exchange of any of the Notes evidenced by this certificate
occurring prior to the date that is two years after the later of the date of
original issuance of such Notes and the last date, if any, on which such Notes
were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Notes are being:


 


CHECK ONE BOX
BELOW:


 


	
  o

  	
  1

  	
   

  	
  acquired for the undersigned’s own account, without transfer; or

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  2

  	
   

  	
  transferred to the Company; or

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  3

  	
   

  	
  transferred pursuant to and in compliance with Rule 144A under the
  Securities Act of 1933, as amended (the “Securities Act”); or

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  4

  	
   

  	
  transferred pursuant to an effective registration statement under the
  Securities Act; or

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  5

  	
   

  	
  transferred pursuant to and in compliance with Regulation S under the
  Securities Act; or

  



 


A-11

















 


	
  o

  	
  6

  	
   

  	
  transferred to an institutional “accredited investor” (as defined in
  Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished
  to the Trustee a signed letter containing certain representations and
  agreements (the form of which letter appears as Section 2.7 of the
  Indenture); or

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  7

  	
   

  	
  transferred pursuant to another available exemption from the
  registration requirements of the Securities Act of 1933.

  



 


Unless one of
the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided, however,
that if box (5), (6) or (7) is checked, the Trustee or the Company may require,
prior to registering any such transfer of the Notes, in their sole discretion,
such legal opinions, certifications and other information as the Trustee or the
Company may reasonably request to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
  Signature Guarantee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature must be guaranteed)

  	
  Signature

  
			



 


 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.


 


TO BE
COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.


 


The undersigned represents and warrants that
it is purchasing this Note for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.


 


	
   

  	
   

  
	
  Dated:

  	
   

  



 


A-12

















 


[TO BE ATTACHED
TO GLOBAL NOTES]


 


SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL NOTE


 


The following
increases or decreases in this Global Note have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease in Principal

  Amount of this Global Note

  	
   

  	
  Amount of increase in Principal

  Amount of this Global Note

  	
   

  	
  Principal Amount of this Global

  Note following such decrease or

  increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or

  Securities Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-13

















 


EXHIBIT B


 


[FORM OF FACE
OF EXCHANGE NOTE]


 


[Depository
Legend, if applicable]


 




	
  No.
  [           ]

  	
   

  	
  Principal Amount
  U.S.$[             ],

  
	
   

  	
   

  	
   

  	
  as revised by the Schedule of

  
	
   

  	
   

  	
   

  	
  Increases and Decreases in Global

  
	
   

  	
   

  	
   

  	
  Note attached hereto

  
	
   

  	
   

  	
   

  	
   

  	
  CUSIP NO.
                    

  
	
   

  	
   

  	
   

  	
   

  	
  ISIN:    
                            

  
						






7.80% Senior
Notes Due 2012


 


Bunge Limited Finance Corp., a Delaware
corporation, promises to pay to
[                        ],
or registered assigns, the principal sum of
[                          ]
U.S. Dollars, as revised by the Schedule of Increases and Decreases in Global
Note attached hereto, on October 15, 2012.


 


Interest Payment Dates: April 15 and October
15


 


Record Dates: April 1 and October 1


 


Additional provisions of this Note are set
forth on the reverse side hereof.


 

















 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


 


	
   

  	
   

  
	
   

  	
  BUNGE LIMITED FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


	
  TRUSTEE’S
  CERTIFICATE OF

  	
   

  
	
   AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  THE BANK OF
  NEW YORK,

  	
   

  
	
  as Trustee,
  certifies that this is one of

  	
   

  
	
  the Notes
  referred to in the Indenture.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:  

  	
   

  	
  , 2002

  	
   

  
					



 


B-2

















 


[FORM OF
REVERSE SIDE OF EXCHANGE NOTE]


 


7.80% Senior
Note Due 2012


1.                                       General


 


Bunge Limited Finance Corp., a Delaware
corporation (such corporation, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the “Company”),
issued the Notes under an Indenture, dated as of October 15, 2002, among the
Company, the Guarantor and the Trustee (as such Indenture may be amended or
supplemented from time to time in accordance with the terms thereof, the “Indenture”).  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the U.S.
Trust Indenture Act of 1939 as in effect on the date of the Indenture (the
“Trust Indenture Act”).  Capitalized
terms used herein and not defined herein have the meanings ascribed thereto in
the Indenture.  The Notes are subject to
all such terms, and Noteholders are referred to the Indenture and the Trust
Indenture Act for a statement of those terms.


 


The Notes are general unsecured senior
obligations of the Company, including (a) U.S.$200,000,000 in aggregate
principal amount of Notes being offered on the Issue Date (subject to Section
2.9 of the Indenture) and (b) any Subsequent Notes.  The Notes rank equally with all other unsecured and unsubordinated
indebtedness of the Company.  This Note
is one of the Exchange Notes referred to in the Indenture.


 


The Company may from time to time, without
the consent of existing Holders, create and issue Subsequent Notes having the
same terms and conditions as the Initial Notes in all respects, except for the
Issue Date, issue price and first payment of interest thereon.  Subsequent Notes issued in this manner will
be consolidated with and will form a single class with the previously
outstanding Notes.


 


The Initial Notes, any Subsequent Notes and the
Exchange Notes will be treated as a single class of securities under the
Indenture.  The Indenture includes
various covenants that limit the ability of the Company, among other things, to
engage in any business or transaction, acquire assets or subsidiaries, incur
Indebtedness or Liens or enter into any consolidations, mergers, amalgamations
or sales of assets.  In addition, the
Indenture imposes (a) certain financial covenants on the Guarantor and  (b) certain limitations on, among other
things, (i) the incurrence of Liens by the Guarantor or any Subsidiary, (ii)
Sale-Leaseback Transactions by the Guarantor or any Subsidiary (iii) sales of
assets by the Guarantor or any Subsidiary, (iv) transactions the Guarantor or
any Subsidiary may enter into with any Affiliate, (v) incurrence of
indebtedness by any Subsidiary, (vi) agreements to restrict dividends or loans
by any Subsidiary, and (vii) consolidations, mergers, amalgamations and sales
of assets of the Guarantor or any Subsidiary.


 


To guarantee the due and punctual payment of
the principal of and premium, if any, and interest on the Notes and all other
amounts payable by the Company under the Indenture and the Notes when and as
the same shall be due and payable, whether at maturity, by acceleration or otherwise,
according to the terms of the Notes and the Indenture, the Guarantor has
unconditionally guaranteed such obligations pursuant to the terms of the
Indenture.  The


 


B-3

















 


Guarantee is an unsecured and unsubordinated
obligation of the Guarantor and ranks equally with all other unsecured and
unsubordinated indebtedness and obligations of the Guarantor.


 


2.                                       Interest


 


The Company promises to pay interest on the
principal amount of this Note at the rate per annum shown above.


 


The Company will pay interest semi-annually
on April 15 and October 15 of each year commencing April 15, 2003.  Interest on the Notes will accrue from the
most recent date to which interest has been paid on the Notes or, if no interest
has been paid, from October 15, 2002. 
The Company shall pay interest on overdue principal or premium, if any,
plus interest on such interest to the extent lawful, at the rate borne by the
Notes to the extent lawful.  Interest
will be computed on the basis of a 360-day year of twelve 30-day months.


 


3.                                       Method of
Payment


 


By at least 10:00 a.m. (New York City time)
on the date on which any principal of and premium, if any, or interest on any
Note is due and payable, the Company shall irrevocably deposit with the Trustee
or the Paying Agent money sufficient to pay such principal, premium, if any,
and/or interest.  The Company will pay
interest (except Defaulted Interest) to the Persons who are registered Holders
of Notes at the close of business on the April 1 or October 1 next preceding
the interest payment date even if Notes are cancelled, repurchased or redeemed
after the record date and on or before the interest payment date.  Holders must surrender Notes to a Paying
Agent to collect principal payments.  The Company will pay principal, premium, if any, and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. 
Except as described in the succeeding two sentences, the principal of
and premium, if any, and interest on the Notes shall be payable at the office
or agency of the Company maintained for such purpose in The City of New York,
or at such other office or agency of the Company as may be maintained for such
purpose pursuant to Section 2.3 of the Indenture; provided, however, that, at the option of the Company, each
installment of interest may be paid by check mailed to addresses of the Persons
entitled thereto as such addresses shall appear on the Note Register.  Payments in respect of Notes represented by
a Global Note (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company.  Payments in
respect of Notes represented by Definitive Notes (including principal, premium,
if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate
principal amount of Notes represented by Definitive Notes will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 15 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).


 


4.                                       Paying Agent
and Registrar


 


Initially, The Bank of New York (the “Trustee”),
will act as Trustee, Paying Agent and Registrar.  The Company may appoint and change any Paying Agent, Registrar or
co-


 


B-4

















 


registrar without notice to any
Noteholder.  The Company, the Guarantor
or any Subsidiary may act as Paying Agent, Registrar or co-registrar.


 


5.                                       Optional
Redemption by the Company


 


The Notes will be redeemable at the option of
the Company, in whole at any time or in part from time to time, on at least 30
days but not more than 60 days’ prior notice mailed to the registered address
of each Holder of Notes to be so redeemed, at a redemption price equal to (a)
the greater of (i) 100% of their principal amount to be redeemed or (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon from the date of redemption to the date of maturity (except
for currently accrued but unpaid interest) discounted to the date of
redemption, on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months), at the applicable Treasury Yield (as defined below),
plus 50 basis points (such greater amount, the “Redemption Price”), plus (b)
accrued and unpaid interest, if any, to the date of redemption.


 


For purposes of determining the Redemption
Price, the following definitions are applicable:


 


“Comparable Treasury Issue” means the United
States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the Notes that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.


 


“Comparable Treasury Price” means, with
respect to any redemption date, (a) the bid price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) at 4:00 P.M. on the
third business day preceding such redemption date, as set forth on “Telerate
Page 500” (or such other page as may replace Telerate Page 500), or (b) if such
page (or any successor page) is not displayed or does not contain such bid
prices at such time (i) the average of the Reference Treasury Dealer Quotations
or (ii) if the Trustee is unable to obtain at least four such Reference
Treasury Dealers Quotations, the average of all Reference Treasury Dealer
Quotations obtained by the Trustee.


 


“Independent Investment Banker” means any of
Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc. or Salomon
Smith Barney Inc., or, if all such firms are unwilling or unable to select the
applicable Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee and reasonably
acceptable to the Company.


 


“Reference Treasury Dealer” means Credit
Suisse First Boston Corporation, J.P. Morgan Securities Inc., Salomon Smith
Barney Inc., and one other primary U.S. Government securities dealer in New
York City selected by the Independent Investment Banker (each, a “Primary
Treasury Dealer”); provided however, that if any of the foregoing shall
cease to be a Primary Treasury Dealer, the Company shall substitute therefor
another Primary Treasury Dealer.


 


B-5

















 


“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer and any redemption date for the
Notes, an average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue for the Notes (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such
redemption date.


 


“Treasury Yield” means, with respect to any
redemption date applicable to the Notes, the rate per annum equal to the
semi-annual equivalent yield to maturity (computed as of the third business day
immediately preceding such redemption date) of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the applicable Comparable Treasury Price for
such redemption date.


 


In the case of any partial redemption,
selection of the Notes for redemption will be made by the Trustee in compliance
with the requirements of the principal national securities exchange, if any, on
which the Notes are listed or, if the Notes are not listed, then on a pro rata
basis, by lot or by such other method as the Trustee in its sole discretion
shall deem to be fair and appropriate, although no Notes of U.S.$1,000 in
original principal amount or less will be redeemed in part.  If any Note is to be redeemed in part only,
the notice of redemption relating to such Note shall state the portion of the
principal amount thereof to be redeemed. 
A new Note in principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon cancellation of the
original Note.  On and after the
redemption date, interest will cease to accrue on Notes or portions thereof
called for redemption as long as the Company has deposited with the Paying
Agent funds in satisfaction of the applicable Redemption Price pursuant to the
Indenture.


 


6.                                       Prepayment at
Option of Holders Upon Change of Control


 


Upon a Change of Control, any Holder of Notes
will have the right to cause the Company to repurchase all or any part of the
Notes of such Holder by making the Change of Control Payment.  The Change of Control Payment is equal to
the Redemption Price of the Notes, plus accrued and unpaid interest, if any, to
the date of purchase (subject to the right of holders of record on the relevant
record date to receive interest due on the related interest payment date) as
provided in, and subject to the terms of, the Indenture.  For purposes of this paragraph 6, references
to “redemption” or similar terms in the definition of Redemption Price shall be
deemed to mean “repurchase,” “purchase” or similar terms, as the case may be.


 


7.                                       Additional
Amounts


 


The Guarantor will, subject to certain
limitations set forth in the Indenture, pay to the Holder of any Note
additional amounts as necessary so that every net payment made by the Guarantor
of principal of and premium, if any, and interest on such Note, after deducting
or withholding for or on account of any present or future tax, duty, fee,
assessment or other governmental charge imposed on that holder by Bermuda or
any other foreign jurisdiction, will not be less than the amount provided in
the Note to be then due and payable.


 


8.                                       Denominations;
Transfer; Exchange


 


B-6

















 


The Notes are in registered form without
coupons in denominations of principal amount of U.S.$1,000 and whole multiples
of U.S.$1,000.  A Holder may transfer or
exchange Notes in accordance with the Indenture.  The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange (i)
any Notes selected for redemption (except, in the case of a Note to be redeemed
in part, the portion of the Note not to be redeemed) for a period beginning 15
days before the mailing of a notice of Notes to be redeemed and ending on the
date of such mailing or (ii) any Notes for a period beginning 15 days before an
interest payment date and ending on such interest payment date.


 


9.                                       Persons
Deemed Owners


 


The registered Holder of this Note may be
treated as the owner of it for all purposes.


 


10.                                 Unclaimed Money


 


If money for the payment of principal or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Company at its request unless an abandoned property law
designates another Person.  After any
such payment, Holders entitled to the money must look only to the Company and
not to the Trustee for payment.


 


11.                                 Defeasance


 


Subject to certain conditions set forth in
the Indenture, the Company at any time may terminate some or all of its
obligations under the Notes and the Indenture if the Company deposits with the
Trustee money or U.S. Government Securities for the payment of principal and
interest on the Notes to redemption or maturity, as the case may be.


 


12.                                 Amendment, Waiver


 


The Indenture or the Notes may be amended
with the written consent of the Holders of at least a majority in principal
amount of the then outstanding Notes; provided,
however, that the consent of each
Noteholder affected is required to (i) reduce the amount of Notes whose Holders
must consent to an amendment of the Indenture, the Notes or specified
provisions of the Master Trust Transaction Documents, (ii) reduce the stated
rate or extend the stated time for payment of interest on a Note, (iii) reduce
the principal of or extend the Stated Maturity of a Note, (iv) reduce the
premium payable upon redemption or repurchase of a Note, (v) following a Change
of Control, make any change in the time during which a Change of Control Offer
must be made or the time at which the Change of Control Payment must be made,
(vi) make any Note payable in money other than that stated herein, (vii) impair
the right of a Holder to receive payment under the Note or institute suit for
the enforcement of such payment, (viii) make any change to the amendment
provisions which require each Holder’s consent or the waiver provisions, or
(ix) release the Guarantor or modify the Guarantee.


 


Subject to certain exceptions set forth in
the Indenture, without the consent of any Noteholder, the Company and the
Trustee may amend the Indenture or the Notes to cure any


 


B-7

















 


ambiguity, omission, defect or inconsistency,
or to comply with Article IV of the Indenture, or to provide for uncertificated
Notes in addition to or in place of certificated Notes, or to add guarantees
with respect to the Notes, or to secure the Notes, or to add additional
covenants of the Company, the Guarantor or any Subsidiary, or surrender rights
and powers conferred on the Company, the Guarantor or any Subsidiary, issue
Subsequent Notes, or to comply with any request of the SEC in connection with
qualifying the Indenture under the Act, or to make any change that does not
adversely affect the rights of any Noteholder, or to provide for the issuance
of Exchange Notes.


 


Subject to certain exceptions set forth in
the Indenture, any default (other than with respect to nonpayment or in respect
of a provision that cannot be amended without the written consent of each
Noteholder affected) or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount of the then
outstanding Notes.


 


13.                                 Defaults and
Remedies


 


Under the Indenture, Events of Default
include (1) default for 30 days in payment of interest or additional
interest when due on the Notes; (2) default in payment of principal of or
premium, if any, on the Notes at Stated Maturity, upon required repurchase or
upon optional redemption, upon declaration or otherwise; (3)  the
failure by the Company or the Guarantor to comply for 60 days after
written notice with its other agreements contained in the Indenture or under
the Notes (other than those referred to in (1) or (2) above); (4) the
failure of the Company, the Guarantor or any Subsidiary (a) to pay the
principal of  any Indebtedness or of any
other material amounts under any other agreement on the scheduled or original
date due, (b) to pay interest on any Indebtedness beyond any provided grace
period or (c) to observe or perform any agreement or condition relating to such
Indebtedness, the effect of which is to cause such Indebtedness to become due
prior to its stated maturity, provided that an event described in clause (a),
(b) or (c) above shall not constitute an Event of Default unless, at such time,
one or more events of the type described in clauses (a), (b) or (c) shall have
occurred or be continuing with respect to Indebtedness in an amount exceeding
U.S.$50,000,000; (5) certain events of bankruptcy, insolvency or
reorganization of the Company, the Guarantor, a Designated Obligor or any
Material Subsidiary (the “bankruptcy events”); or (6) one or more
judgments or decrees shall have been entered against the Company or the
Guarantor involving in the aggregate a liability (not paid or fully covered by
insurance as to which the relevant insurance company has acknowledged coverage)
of (x) in the case of the Company, U.S.$50,000 or more, and (y) in the case of
the Guarantor, U.S.$50,000,000 or more, and all such judgments or decrees shall
not have been vacated, discharged, stayed or bonded pending appeal within 30
days from the entry thereof.  However, a
default under clause (3) will not constitute an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of the outstanding
Notes notify the Company or the Guarantor, as the case may be, of the default
and the Company or the Guarantor, as the case may be, does not cure such
default within the time specified in clause (3) hereof after receipt of
such notice.


 


If an Event of Default other than a
bankruptcy event occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the Notes may declare all the Notes by written
notice to the Company to be due and payable immediately.  If an Event of Default in


 


B-8

















 


connection with a bankruptcy event occurs and
is continuing, the principal amount of the Notes, the premium, if any, and all
accrued and unpaid interest shall be immediately due and payable without any
action or other act on the part of the Trustee or the Holders.


 


Noteholders may not enforce the Indenture or
the Notes except as provided in the Indenture. 
The Trustee may refuse to enforce the Indenture or the Notes unless it
receives reasonable indemnity or security. 
Subject to certain limitations, Holders of a majority in principal
amount of the Notes may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from
Noteholders notice of any continuing Default or Event of Default (except a
Default or Event of Default in payment of principal or interest) if it
determines that withholding notice is in their interest.


 


14.                                 Trustee Dealings
with the Company


 


Subject to certain limitations set forth in
the Indenture, the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
and collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.


 


15.                                 No Recourse Against
Others


 


An incorporator, director, officer, employee,
affiliate or stockholder of each of the Company or the Guarantor, solely by
reason of this status, shall not have any liability for any obligations of the
Company under the Notes, the Indenture or the Guarantee or for any claim based
on, in respect of or by reason of such obligations or their creation.  By accepting a Note, each Noteholder waives
and releases all such liability.  The
waiver and release are part of the consideration for the issue of the Notes.


 


16.                                 No Petition


 


By its acquisition of this Note, each Holder
hereof agrees that neither it nor the Trustee on its behalf may commence, or
join with any other person in the commencement of, a bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding with respect
to the Company under any applicable insolvency laws until one year and one date
after the Notes and all other Indebtedness of the Company ranking equal with or
junior to the Notes in right of payment, including all interest and premium
thereon, if any, are paid in full.


 


17.                                 Authentication


 


This Note shall not be valid until an
authorized signatory of the Trustee (or an authenticating agent acting on its
behalf) manually signs the certificate of authentication on the other side of
this Note.


 


18.                                 Abbreviations


 


Customary abbreviations may be used in the
name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN
ENT (=tenants by the entirety), JT TEN (=joint


 


B-9

















 


tenants with rights of survivorship and not
as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors
Act).


 


19.                                 CUSIP Numbers


 


Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures the Company has
caused CUSIP numbers to be printed on the Notes and has directed the Trustee to
use CUSIP numbers in notices of redemption as a convenience to
Noteholders.  No representation is made
as to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


 


20.                                 Governing Law


 


This Note shall be governed by, and construed
in accordance with, the laws of the State of New York.


 


The Company will furnish to any Noteholder
upon written request and without charge to the Noteholder a copy of the
Indenture.  Requests may be made to:


 


Bunge Limited Finance Corp.

11720 Borman Drive


St. Louis, Missouri 63146


Attention: 
Francis X. Marchiony, Treasurer


 


B-10

















 


ASSIGNMENT
FORM


 


To assign this
Note, fill in the form below:


 


I or we assign
and transfer this Note to


 


(Print or type
assignee’s name, address and zip code)


 


(Insert
assignee’s soc. sec. or tax I.D. No.)


 


and
irrevocably appoint
                   agent
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
   

  	
    Your Signature 

  	
   

  	
   

  
	
   

  
	
  Signature
  Guarantee:  

  	
   

  
	
  (Signature must be guaranteed)

  
	
   

  
	
   

  
	
  Sign exactly
  as your name appears on the other side of this Note.

  
						



 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.


 


B-11

















 


[TO BE
ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL NOTE


 


The following
increases or decreases in this Global Note have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease in Principal

  Amount of this Global Note

  	
   

  	
  Amount of increase in Principal

  Amount of this Global Note

  	
   

  	
  Principal Amount of this Global

  Note following such decrease or

  increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or

  Securities Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-12

















 


EXHIBIT
C


 


[Date]


Bunge Limited
Finance Corp.

c/o The Bank of New York

101 Barclay Street

21st Floor West

New York, New York  10286

Attention:  Corporate Trust
Administration


 


Re:                               Bunge
Limited Finance Corp.

7.80% Senior Notes Due 2012 (the “Notes”)


 


Dear Sirs:


 


This certificate is delivered to request a
transfer of
U.S.$                 principal
amount of the 7.80% Senior Notes Due 2012 (the “Notes”) of Bunge Limited
Finance Corp. (the “Company”).


 


Upon transfer, the Notes would be registered
in the name of the new beneficial owner as follows:


 


Name:
                                                                   


Address:
                                                                


Taxpayer ID Number:
                                           


 


The undersigned represents and warrants to
you that:


 


1.                                       We are an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”))
purchasing for our own account or for the account of such an institutional
“accredited investor” at least U.S.$250,000 principal amount of the Notes, and
we are acquiring the Notes not with a view to, or for offer or sale in
connection with, any distribution in violation of the Securities Act.  We have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risk of our investment in the Notes and we invest in or purchase securities
similar to the Notes in the normal course of our business.  We and any accounts for which we are acting
are each able to bear the economic risk of our or its investment.


 


2.                                       We understand
that the Notes have not been registered under the Securities Act and, unless so
registered, may not be sold except as permitted in the following sentence.  We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or otherwise
transfer such Notes prior to the date which is two years after the later of the
date of original issue and the last date on which the Company or any affiliate
of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale

















 


Restriction Termination Date”)
only (a) to the Company or Bunge Limited, as guarantor, (b) pursuant to a
registration statement which has been declared effective under the Securities
Act, (c) in a transaction complying with the requirements of Rule 144A under
the Securities Act (“Rule 144A”), to a person we reasonably believe is a
qualified institutional buyer under Rule 144A (a “QIB”) that purchases
Notes for its own account or for the account of a QIB and to whom notice is
given that the transfer is being made in reliance on Rule 144A, (d) pursuant to
offers and sales that occur outside the United States within the meaning of
Regulation S under the Securities Act, (e) to an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is purchasing for its own account or for the account of
such an institutional “accredited investor,” in each case in a transaction
involving a minimum principal amount of Notes of U.S.$250,000 or (f) pursuant
to any other available exemption from the registration requirements of the
Securities Act, subject in each of the foregoing cases to any requirement of
law that the disposition of our property or the property of such investor
account or accounts be at all times within our or their control and in
compliance with any applicable state securities laws.  The foregoing restrictions on resale will not apply subsequent to
the Resale Restriction Termination Date. 
If any resale or other transfer of the Notes is proposed to be made
pursuant to clause (e) above prior to the Resale Restriction Termination Date,
the transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Company and the Trustee, which shall provide, among
other things, that the transferee is an institutional “accredited investor”
(within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) that is acquiring such Notes for investment purposes and not for
distribution in violation of the Securities Act.  Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the
Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications and/or other
information satisfactory to the Company and the Trustee.


 




	
   

  	
  TRANSFEREE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
	
   

  
					






 


 


C-2

















 


EXHIBIT D


 


[Date]


Bunge Limited
Finance Corp.

c/o The Bank of New York

101 Barclay Street

21st Floor West

New York, New York  10286

Attention:  Corporate Trust
Administration


 


Re:                               Bunge
Limited Finance Corp.

7.80% Senior Notes Due 2012 (the “Notes”)


Ladies and
Gentlemen:


 


In connection with our proposed sale of
U.S.$                   aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the United States
Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we represent that:


 


(a)                                  the
offer of the Notes was not made to a person in the United States;


 


(b)                                 either
(i) at the time the buy order was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States or (ii) the transaction
was executed in, on or through the facilities of a designated off-shore
securities market and neither we nor any person acting on our behalf knows that
the transaction has been pre-arranged with a buyer in the United States;


 


(c)                                  no
directed selling efforts have been made in the United States in contravention
of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of
Regulation S, as applicable; and


 


(d)                                 the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.


 


In addition, if the sale is made during a
distribution compliance period and the provisions of Rule 903(b)(2) or
Rule 904(b)(1) of Regulation S are applicable thereto, we confirm
that such sale has been made in accordance with the applicable provisions of
Rule 903(b)(2) or Rule 904(b)(1), as the case may be.


 


You and the Company are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the
meanings set forth in Regulation S.


 

















 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  [Name of Transferor]

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized Signature

  	
   

  	
   

  



 


 


D-2

















 


SCHEDULE 1.1


 


Designated
Obligors and Material Subsidiaries


 


The following Subsidiaries constitute all of the
Designated Obligors as of the date hereof:


 


•                  Bunge
Global Markets Inc.


 


•                  Bunge
N.A. Holdings, Inc.


 


•                  Bunge
North America, Inc.


 


•                  Koninklijke
Bunge B.V.


 


•                  Bunge
Alimentos S.A.


 


•                  Bunge
Argentina S.A.


 


•                  Bunge
Fertilizantes International Limited


 


•                  Bunge
Fertilizantes S.A. (Brazil)


 


•                  Ceval
International Limited


 


•                  Bunge
Brasil S.A.


 


•                  Bunge
S.A.


 


The following
Subsidiaries constitute all of the Material Subsidiaries as of the date hereof:


 

















 


SCHEDULE 3.4


 


Existing Liens


 


D-2

















 


SCHEDULE 3.7


 


Existing
Future Dispositions Pursuant to Contract


 


D-3

















 


SCHEDULE 3.9(a)


 


Lon-Term Indebtedness of Subsidiaries as of
June 30, 2002


 


D-4

















 


SCHEDULE 3.9(e)


 


Assumed Cereol Indebtedness


 


D-5

















 


SCHEDULE 4.1


 


Full Member States of the European Union as
of September 25, 2002


 


D-6