Exhibit 4.2


 


[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

  	
   

  
					



 


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 


 


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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.


 


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 Error! Reference source not found.
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).


 


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


 


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


 


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.


 


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“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.


 


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.


 


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.


 


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Denominations; Transfer; Exchange


 


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.


 


Persons Deemed Owners


 


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


 


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.


 


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.


 


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 


 


7

















 


ambiguity, omission, defect or inconsistency,
or to comply with Error! Reference source not
found. 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.


 


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 


 


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.


 


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.


 


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.


 


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.


 


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.


 


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


 


9

















 


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


 


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.


 


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


 


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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.


 


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[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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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