Exhibit
4.5


 


[FORM OF FACE OF INITIAL
NOTE AND SUBSEQUENT NOTE]


 


[Depository Legend, if
applicable]


 


[Applicable Note
Restrictive Legend]


 


	
  No.

  	
  Principal Amount
  U.S.$                                      ,
  

  



as revised by the Schedule of Increases and Decreases in Global Note
attached hereto


 


	
  CUSIP NO.

  	
   

  
	
  ISIN:

  	
   

  



 


33/4  %
CONVERTIBLE NOTES DUE 2022


 


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 November 15, 2022.


 


Interest Payment Dates: May 15 and November 15


Record Dates: May 1 and November 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


INITIAL NOTE AND SUBSEQUENT
NOTE]


 


33/4%
Convertible Note Due 2022


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 November 27, 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 and unsubordinated
obligations of the Company, including (a) U.S.$250,000,000 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 and any Subsequent 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 certain limitations on consolidations, mergers, amalgamations and sales
of assets of the Guarantor.


 


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 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.


 


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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 May 15
and November 15 of each year commencing May 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 November 27, 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 May 1 or November 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, if any, 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, Conversion
Agent and Registrar


 


Initially, The Bank of New York (the “Trustee”), will
act as Trustee, Paying Agent, Conversion Agent and Registrar.  The Company may appoint and change any
Paying Agent, Conversion Agent, Registrar or co-registrar without notice to any
Noteholder.  The Company or any other
Subsidiary of the Guarantor may act as Paying Agent, Registrar or co-registrar.


 


4

















 


5.  Optional Redemption by
the Company


 


On or after November 22, 2005, 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
the redemption prices set forth below, in each case, plus accrued and unpaid
interest, if any, to the date of redemption.


 


If the Notes are redeemed during the period beginning
on November 22, 2005 and ending on November 14, 2006, the redemption price will
equal U.S.$1,015 for each U.S.$1,000 principal amount of Notes.  If the Notes are redeemed during the period
beginning on November 15, 2006 and ending on November 14, 2007, the redemption
price will equal U.S.$1,007.50 for each U.S.$1,000 principal amount of
Notes.  If the Notes are redeemed at any
time on or after November 15, 2007, the redemption price will equal U.S.$1,000
for each U.S.$1,000 principal amount of Notes.


 


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.  Purchase of Notes at
Option of Holders


 


On each of November 15, 2007, November 15, 2012 and
November 15, 2017, any Holder of Notes will have the right to cause the Company
to purchase all or any part of the Notes of such Holder at a price equal to
100% of their principal amount to be purchased, plus accrued and unpaid
interest, if any to the date of purchase. 
The Company will have the option to pay the purchase price, in whole or
in part, by the issuance or other delivery of Common Shares in lieu of
cash.  The Company will in all cases pay
any accrued and unpaid interest on the Notes in cash.  The Notes will be so purchased by the Company in accordance with,
and subject to, the provisions of Article VI of the Indenture.


 


7.  Purchase of Notes at
Option of Holders Upon Change of Control


 


Upon a Change of Control on or prior to November 15,
2007, any Holder of Notes will have the right to cause the Company to purchase
all or any part of the Notes of such Holder at a price equal to 100% of their
principal amount to be purchased, plus accrued and unpaid interest, if any to
the date of purchase.  The Notes will be
so purchased by the Company in accordance with, and subject to, the provisions
of Article VI of the Indenture.


 


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8.  Conversion


 


Holders may surrender any of their Notes for
conversion into Common Shares, on the terms and subject to the conditions of
the Indenture and this Note, in only the following circumstances:


 


(a)           A
Holder may surrender for conversion a Note during any calendar quarter
commencing after December 31, 2002, if the Sale Price of the Common Shares for
at least 20 trading days in the 30 consecutive trading day period ending on the
last trading day of the immediately preceding calendar quarter (the
“Measurement Date”) exceeds 120% of the applicable Conversion Price per Common
Share on the Measurement Date.


 


(b)           A
Holder may surrender for conversion a Note which has been called for redemption
pursuant to Paragraph 5 hereof, even if the Note would not otherwise be
eligible for conversion, at any time prior to the close of business on the
second Business Day immediately preceding the Redemption Date, unless the
Company defaults in making the payment due on the Redemption Date, in which
case the conversion right shall terminate at the close of business on the date
such default is cured and such payment is made.


 


(c)           A
Holder may surrender for conversion a Note during any period after December 15,
2002, in which the long-term credit rating assigned to the Notes by any of
Standard & Poor’s Ratings Group, Moody’s Investor Services, Inc. or Fitch
Ratings (or any successor to these entities) is “BB”, “Ba2” or “BB”,
respectively, or lower, or if any of these rating agencies no longer rates the
Notes, or if any of these rating agencies suspends or withdraws the rating
assigned to the Notes.  Following the
occurrence of any event that gives rise to or suspends a right of conversion
pursuant to this clause (c), the Company shall give notice to the Holders of
such event not later than 15 days after the date on which the Company is
notified of any such event by the relevant rating agency.


 


(d)           If
the Guarantor (1) distributes any rights or warrants to all or substantially
all holders of Common Shares entitling them to purchase Common Shares at less
than the average of the Sales Prices of a Common Share for the 10 consecutive
trading days ending on the trading day immediately preceding the date of declaration
for such distribution or (2) distributes to all holders of Common Shares any of
its debt, securities or assets or any rights, warrants or options to purchase
securities of the Guarantor, which distribution has a per share value exceeding
10% of the average of the Sales Prices for each of the 10 consecutive trading
days ending on the trading day immediately preceding the declaration date for
such distribution, unless the Holder may participate in this distribution
without conversion, the Notes may be surrendered for conversion beginning on
the date the Guarantor gives notice to the Holders of such right, which shall
be not less than 20 days prior to the Ex-Dividend Time for such dividend or
distribution, and the Notes may be surrendered for conversion at any time
thereafter until the close of business on the Business Day immediately
preceding the Ex-Dividend Time or until the Guarantor announces that such
distribution will not take place.


 


(e)           In
the event the Guarantor is a party to a consolidation, merger, amalgamation or
sale or transfer of all or substantially all its properties and assets pursuant
to which the Common Shares would be converted into cash, securities or other
property, the Notes


 


6

















 


may be surrendered for conversion at any time from and after the date
which is 15 days prior to the date the Guarantor announces as the anticipated
effective time for such transaction until 15 days after the date of the actual
effective time of such transaction.


 


A Note in respect of which a Holder has delivered a
Purchase Notice or Change of Control Purchase Notice exercising the option of
such Holder to require the Company to purchase such Note may be converted only
if such notice of exercise is withdrawn in accordance with the terms of the
Indenture.


 


The initial Conversion Rate is 31.1137 Common Shares
per $1,000 principal amount of Notes, subject to adjustment in certain events
described in the Indenture.  A Holder
that surrenders Notes for conversion will receive cash or a check, or, at the
Guarantor’s option, a whole Common Share, in lieu of any fractional Common
Shares.


 


To surrender a Note for conversion, a Holder must (1)
complete and manually sign the irrevocable conversion notice substantially in
the form attached as an exhibit to the Indenture (or complete and manually sign
a facsimile of such notice) and deliver such notice to the Conversion Agent,
(2) surrender the Note to the Conversion Agent, (3) furnish appropriate
endorsements and transfer documents and (4) pay any transfer or similar tax, if
required.


 


A Holder may convert a portion of a Note if the
principal amount of such portion is $1,000 or an integral multiple of
$1,000.  No payment or adjustment will
be made for dividends on the Common Shares except as provided in the
Indenture.  On conversion of a Note, the
Holder will not receive any cash payment representing accrued interest with
respect to the converted Notes. 
Instead, upon conversion the Guarantor will issue and deliver to the
Holder a fixed number of Common Shares and any cash payment to account for
fractional shares.  Accrued interest
will be deemed paid in full rather than canceled, extinguished or forfeited.  Neither the Company nor the Guarantor will
adjust the Conversion Rate to account for accrued interest.


 


The Conversion Rate will be adjusted as provided in
Article XII of the Indenture.  The
Company or the Guarantor may increase the Conversion Rate for any period of at
least 20 days, upon at least 15 days’ notice so long as the increase is
irrevocable during such period.


 


If the Guarantor is a party to a consolidation,
merger, amalgamation or sale or transfer of all or substantially all its
properties and assets, or upon certain distributions described in the
Indenture, then at the effective time of the transaction the right to convert a
Note into Common Shares may be changed into a right to convert it into
securities, cash or other assets of the Guarantor or another person.


 


9.  Conversion Arrangement on
Call for Redemption


 


Any Notes called for redemption, unless surrendered
for conversion before the close of business on the second Business Day
immediately preceding the Redemption Date, may be deemed to be purchased from
the Holders of such Notes at an amount not less than the Redemption Price, by
one or more investment banks or other purchasers who may agree with the Company
and the Guarantor to purchase such Notes from the Holders, to convert them into
Common Shares and to make payment for such Notes to the Trustee in trust for
such Holders.


 


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10. 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.  The Guarantor will not
be required, however, to make any payment of additional amounts in connection
with any such tax imposed by reason of any Holder having some connection with
any such jurisdiction other than its participation as the Holder of a Note
under the Indenture.


 


11. 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.


 


12. Persons Deemed Owners


 


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


 


13. 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.


 


14. 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
Redemption Price or Purchase Price 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


 


8

















 


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) adversely affect the terms of the conversion right in
any Note, (ix) make any change to the amendment provisions which require each
Holder’s consent or the waiver provisions, or (x) 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 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, to make provisions with
respect to the conversion right in the event of an occurrence pursuant to
Article IV of the Indenture, or to make any change that does not adversely
affect the rights of any Noteholder.


 


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.


 


15. 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 for 15 days to issue
and deliver Common Shares upon the due exercise of the conversion right in the
Notes by a Holder thereof to convert such Notes into Common Shares;  (4) 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), (2) or (3) above); (5) 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;  (6) certain events of bankruptcy, insolvency or
reorganization of the Company, the Guarantor, a Designated Obligor or any
Material Subsidiary (the “bankruptcy events”); or (7) one or more judgments or
decrees shall have been entered against the Company, the Guarantor or a
Material Subsidiary 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 or a Material Subsidiary, U.S.$50,000,000
or more,


 


9

















 


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 (4) 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 (4) 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 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.


 


16. 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.


 


17. Calculations in Respect of Notes


 


The Guarantor will be responsible for making all
calculations called for under Article XII of the Indenture.  These calculations include, without
limitation, determinations of the Sales Prices for the Common Shares and the
Conversion Rate of the Notes.  Any
calculations made in good faith will be conclusive and binding on Holders of
the Notes, absent manifest error.  The
Guarantor will be required to deliver to each of the Trustee and the Conversion
Agent a schedule of its calculations and each of the Trustee and the Conversion
Agent will be entitled to rely upon the accuracy of such calculations without
independent verification.  The Trustee
will forward the Guarantor’s calculations to any Holder of the Notes upon the
request of such Holder.


 


18. 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,


 


10

















 


each Noteholder waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Notes.


 


19. 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.


 


20. 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.


 


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


 


22. 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.


 


23. 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.


 


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

  



 


12

















 


	
  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:

  	
   

  



 


13

















 


[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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


14