Exhibit
4.3


 


EXECUTION COPY


 


U.S.$250,000,000


 


BUNGE LIMITED
FINANCE CORP.


 


33⁄4%
Convertible Notes Due 2022


 


Fully and
Unconditionally Guaranteed by

and

Convertible into Common Share of


 


BUNGE LIMITED


 


Registration Rights
Agreement


 


November 27, 2002


Morgan
Stanley & Co. Incorporated

Salomon Smith Barney Inc.


 


And the other several

Initial Purchasers named in

Schedule 1 to the Purchase Agreement


 


c/o
Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York  10036


and

Salomon Smith Barney Inc.


390
Greenwich Street

New York, New York  10013


 


Ladies and Gentlemen:


 


Bunge Limited Finance Corp.,
a  Delaware corporation (the “Company”),
proposes to issue and sell to Morgan Stanley & Co. Incorporated and Salomon
Smith Barney Inc. and the other several Initial Purchasers (together, the “Initial
Purchasers”), upon the terms and subject to the conditions set forth in a
purchase agreement dated November 21, 2002 (the “Purchase Agreement”),
U.S.$250,000,000 aggregate principal amount of its 33⁄4% Convertible Notes Due
2022 (the “Notes”), which will be fully and unconditionally guaranteed
by Bunge Limited, a Bermuda company (the “Guarantor”).  Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Purchase Agreement.


 

















 


Subject to the terms and conditions included in the
Notes and set forth in the Indenture, the Notes will be convertible into
shares, par value U.S.$.01 per share (“Common Shares”), of the Guarantor
at an initial conversion rate of 31.1137 Common Shares per $1,000 principal
amount of Notes (the Common Shares issuable upon conversion of the Notes being
referred to as the “Underlying Common Shares”).


 


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


 


1.  Shelf
Registration.


 


(a)           The
Company and the Guarantor shall use their reasonable best efforts to file with
the U.S. Securities and Exchange Commission (the “SEC”) as promptly as
practicable, but in no event later than June 12, 2003 (the “Shelf Filing
Date”), a shelf registration statement on Form F-3 or other appropriate
form under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
relating to the offer and sale of the Transfer Restricted Securities (as
defined below) by the Holders thereof from time to time in accordance with the
methods of distribution set forth in such registration statement (the “Initial
Shelf Registration Statement”; the Initial Shelf Registration or any
Subsequent Shelf Registration Statement (as defined below), as the case may be,
effective as of any date is herein referred to as the “Shelf Registration
Statement”).  The Company and the
Guarantor shall use their reasonable best efforts to cause the Initial Shelf
Registration Statement to be declared effective under the Securities Act as
promptly as practicable, but in no event later than June 23, 2003 (the “Shelf
Registration Effectiveness Date”). 
At the time the Initial Shelf Registration Statement is declared
effective, each Holder that became a Notice Holder (as defined below) on or
prior to the date that is 10 business days prior to such time of effectiveness
shall be named as a selling securityholder in the Initial Shelf Registration
Statement and the related prospectus in such a manner as to permit such Holder
to deliver such prospectus to purchasers of Transfer Restricted Securities in
accordance with applicable law.  None of
the holders of any securities of the Company or the Guarantor other than the
Transfer Restricted Securities shall have the right to include any of the
Company’s securities in the Shelf Registration Statement, except with the prior
written consent of the Initial Purchasers. 
As used herein, the term “Transfer Restricted Securities” means
each Note or Underlying Common Share, any security into or for which such
Underlying Common Share has been converted or exchanged, and any security
issued with respect thereto upon any share dividend, bonus issue, split,
subdivision, merger, amalgamation or similar event until, in the case of any
such security, the earlier to occur of (i) the date on which such Note or
Underlying Common Share or other security has been effectively registered under
the Securities Act and resold, or otherwise disposed of in accordance with the
Shelf Registration Statement and (ii) the date on which such Note or Underlying
Common Share or other security is distributed to the public pursuant to Rule
144 (or any successor provision) under the Securities Act or is saleable
pursuant to Rule 144(k) (or any successor provision) under the Securities
Act.  As used herein, the term “Notice
Holder” means, as of any date, a Holder that has delivered a written notice
to the Company and the Guarantor containing substantially the information
called for by the Selling


 


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and Securityholder Notice and Questionnaire attached as Annex A to the
Company’s and the Guarantor’s Offering Memorandum, dated November 21,
2002, relating to the Notes (a “Notice and Questionnaire”).


 


(b)           The
Company and the Guarantor shall use their reasonable best efforts to keep the
Initial Shelf Registration Statement continuously effective in order to permit
the prospectus forming part thereof to be used by Holders of Transfer
Restricted Securities for a period ending on the earliest date upon which no
Note or Underlying Common Share constitutes a Transfer Restricted Security
(such period being called the “Shelf Registration Period”).


 


(c)           If
(i) the Initial Shelf Registration Statement or any Subsequent Shelf
Registration Statement ceases to be effective for any reason at any time during
the Shelf Registration Period (other than because all Transfer Restricted
Securities registered thereunder shall have been resold pursuant thereto or
shall have otherwise ceased to be Transfer Restricted Securities) or (ii) sales
of some or all of a Holder’s Transfer Restricted Securities may not be made
pursuant to the Initial Shelf Registration Statement or any Subsequent Shelf
Registration Statement for any other reason during the Shelf Registration
Period (other than such Holder’s failure to comply with the terms of this
Agreement), the Company and the Guarantor shall use their reasonable best
efforts to obtain the prompt withdrawal of any order suspending the effectiveness
thereof or to permit such sales, including by (A) amending, within thirty (30)
days of such cessation of effectiveness, the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof or to permit such sales or (B) by filing an additional
shelf registration statement on the appropriate form under the Securities Act
relating to the offer and sale of all of the Transfer Restricted Securities as
of the date of such filing (a “Subsequent Shelf Registration Statement”).  If a Subsequent Shelf Registration Statement
is filed, the Company and the Guarantor shall use their reasonable best efforts
to cause the Subsequent Shelf Registration Statement to become effective as
promptly as is practicable after such filing and to keep such Shelf
Registration Statement (or any Subsequent Shelf Registration Statement)
continuously effective until the end of the Shelf Registration Period.


 


(d)           Each
Holder of Transfer Restricted Securities agrees that if such Holder wishes to
sell Transfer Restricted Securities pursuant to a Shelf Registration Statement
and the related prospectus, it will do so only in accordance with this Section
1(d) and Section 2(d). Each Holder wishing to sell Transfer Restricted
Securities pursuant to a Shelf Registration Statement and the related
prospectus agrees to deliver a Notice and Questionnaire to the Company and the
Guarantor prior to any intended distribution of Transfer Restricted Securities
under the Shelf Registration Statement. 
From and after the date on which the Initial Shelf Registration
Statement is declared effective, the Company and the Guarantor shall, as
promptly as practicable after the date a Notice and Questionnaire is delivered,
and in any event upon the later of 10 business days after such date and 10
business days after the expiration of any Suspension Period (as defined herein)
in effect when the Notice and Questionnaire is delivered, or put into effect
within 10 business days of such delivery date:


 


(i)            if required by applicable law, file
with the SEC a post-effective amendment to the Shelf Registration Statement or
a Subsequent Shelf Registration


 


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Statement, or prepare and, if required by applicable
law, file a supplement to the related prospectus or a supplement or amendment
to any document incorporated therein by reference or file any other required
document so that the Holder delivering such Notice and Questionnaire is named
as a selling securityholder in the Shelf Registration Statement or such
Subsequent Shelf Registration Statement, as the case may be, and the related
prospectus in such a manner as to permit such Holder to deliver such prospectus
to purchasers of the Transfer Restricted Securities in accordance with
applicable law and, if the Company and the Guarantor shall file a
post-effective amendment to the Shelf Registration Statement or a Subsequent
Shelf Registration Statement, as the case may be, use their reasonable best
efforts to cause such post-effective amendment or such Subsequent Shelf
Registration Statement, as the case may be, to be declared effective under the
Securities Act as promptly as is practicable, but in any event by the date (the
“Amendment Effectiveness Date”) that is 45 days after the date such
post-effective amendment or such Subsequent Shelf Registration Statement, as
the case may be, is required by this Section 1(d)(i) to be filed;


 


(ii)           provide such Holder copies of any
documents filed pursuant to Section 1(d)(i) upon written request; and


 


(iii)          notify such Holder as promptly as
practicable after the effectiveness under the Securities Act of any
post-effective amendment or Subsequent Shelf Registration Statement filed
pursuant to Section 1(d)(i); provided,
that if such Notice and Questionnaire is delivered during a Suspension Period,
the Company and the Guarantor shall so inform the Holder delivering such Notice
and Questionnaire and shall take the actions set forth in clauses (i) and (ii)
above upon expiration of the Suspension Period in accordance with Section 2(d).


 


Notwithstanding
anything contained herein to the contrary, (i) the Company shall be under no
obligation to name any Holder that is not a Notice Holder as a selling
securityholder in any Shelf Registration Statement or related prospectus and
(ii) the Amendment Effectiveness Date shall be extended by up to 10 business
days from the expiration of a Suspension Period (and the Company shall incur no
obligation to pay additional interest pursuant to Section 2(a) hereof during
such extension) if such Suspension Period shall be in effect on the Amendment
Effectiveness Date.  Notwithstanding the
provisions of Section 3 hereof, any amendment or supplement to the Shelf Registration
Statement pursuant to this Section 1(d) that solely lists additional selling
securityholders need not be submitted for review by other Notice Holders or the
Initial Purchasers.


 


(e)           Notwithstanding
any other provisions hereof, the Company and the Guarantor will ensure that (i)
any Shelf Registration Statement and any amendment thereto when it becomes
effective, and any prospectus forming part thereof and any supplement thereto
complies in all material respects with the Securities Act and the rules and
regulations of the SEC thereunder, (ii) any Shelf Registration Statement and
any amendment thereto when it becomes effective (in either case, other than
with respect to information included therein in reliance upon or in conformity
with written information furnished to the Company by or on behalf of any Holder
specifically for use therein (the “Holders’ Information”)) does not
contain an untrue


 


4

















 


statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
and (iii) any prospectus forming part of any Shelf Registration Statement, and
any supplement to such prospectus (in either case, other than with respect to
Holders’ Information), does not include an untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.  Without limiting or
otherwise affecting the agreements set forth in this Section 1(e) of any other
provision of this Agreement, the Company and the Guarantor shall promptly file
with the SEC such amendments or supplements, and use their reasonable best
efforts to cause such amendments or supplements to become effective under the
Securities Act, as may be required or advisable to ensure that the Company and
the Guarantor comply with their agreements set forth in the first sentence of
this Section 1(e).


 


2.  Additional
Interest.  (a)  If (i) the Initial Shelf Registration
Statement is not filed with the SEC on or before the Shelf Filing Date, (ii)
the Initial Shelf Registration Statement is not declared effective on or before
the Shelf Registration Effectiveness Date, (iii) the Company and the Guarantor
have failed to perform their obligations set forth in Section 1(d) hereof
within the time period required therein, or (iv) the Initial Shelf Registration
Statement is filed and declared effective on or before the Shelf Registration
Effective Date but (x) the Initial Shelf Registration Statement shall
thereafter cease to be effective (at any time that the Company and the
Guarantor are obligated to maintain the effectiveness thereof) and no
Subsequent Shelf Registration Statement is effective at such time or (y) use of
the Shelf Registration Statement or the related prospectus shall be suspended
for one or more periods longer than permitted pursuant to Section 2(d) hereof
(each such event referred to in clauses (i) through (iv), a “Registration
Default”), the Company and the Guarantor will be jointly and severally
obligated to pay additional cash interest to each Holder of Transfer Restricted
Securities, during the period of one or more such Registration Defaults, at a
rate equal to 0.25% per annum of (A) in the case of outstanding Notes that are
Transfer Restricted Securities, the principal amount of such Notes held by the
Holder or (B) in the case of outstanding Underlying Common Shares that are
Transfer Restricted Securities, an amount equal to the product of the prevailing
Conversion Price (as defined in the Indenture) applicable to the Notes and the
number of such Underlying Common Shares held by the Holder, as applicable,
during the first 90-day period following such Registration Default, increasing
by an additional 0.25% per annum during each subsequent 90-day period up to a
maximum of 0.50% per annum, until each Registration Default has been cured; provided that, in the case of a
Registration Default referred to in clause (iii) above, such additional
interest shall be paid only to Holders that have delivered a Notice and
Questionnaire that caused the Company and the Guarantor to incur the
obligations set forth in Section 1(d) hereof the non-performance of which is
the basis of such Registration Default; provided
further that any additional interest accrued with respect to any
Note called for redemption or converted into Underlying Common Shares prior to
the payment of such additional interest shall be paid instead to the Holder who
submitted such Note for redemption or conversion.  Additional interest shall not be payable under, or in respect of,
more than one of clauses (i) through (iv) at any given time.  Following the cure of all Registration
Defaults, the accrual of additional interest will cease.


 


(b)           The
Company shall notify the Trustee and the Paying Agent under the Indenture
promptly upon the happening of each and every Registration Default. The
additional


 


5

















 


interest due shall be payable on each interest payment date specified
by the Indenture and the Notes in the manner specified in the Indenture.  For the purposes described in this Section
2, neither the Company nor the Guarantor may act as Paying Agent.  Each obligation to pay additional interest
shall be deemed to accrue from and including the date of the applicable
Registration Default.


 


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


 


(d)           The
Company and the Guarantor may, by notice to each Holder of Transfer Restricted
Securities that are the subject of the Shelf Registration Statement at such
time in accordance with Section 9(b) hereof, suspend the availability of a
Shelf Registration Statement and the use of the related prospectus for up to
four periods of up to 30 consecutive days during any 365-day period, but for no
more than 90 days in the aggregate during any 365-day period, if any event
shall occur or be pending as a result of which it is necessary, in the
reasonable judgment of the board of directors of the Company or the Guarantor
upon advice of counsel, to suspend the use of the Shelf Registration Statement
pending public announcement of such event and, if necessary, to amend the Shelf
Registration Statement or amend or supplement any related prospectus or
prospectus supplement in order that each such document not include any untrue
statement of fact or omit to state a material fact necessary to make the
statements therein not misleading in light of the circumstances under which
they were made, without incurring any obligation to pay additional interest
pursuant to Section 2(a) hereof.  Any
such period during which the Company and the Guarantor fail to keep the Shelf
Registration Statement effective and usable for offers and sales of Transfer
Restricted Securities is referred to as a “Suspension Period.”  A Suspension Period shall commence on and
include the date on which the Company or the Guarantor gives written notice to
each Notice Holder of Transfer Restricted Securities that are the subject of
the Shelf Registration Statement at such time of such suspension pursuant to
this Section 2(d), and shall end when each such Notice Holder of Transfer
Restricted Securities either receives copies of a supplemented or amended
prospectus or is advised in writing by the Company or the Guarantor that use of
the prospectus included in the Shelf Registration Statement may be resumed.


 


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


 


(a)           The
Company or, failing which, the Guarantor shall furnish to each Initial
Purchaser, prior to the filing thereof with the SEC, a copy of the Shelf Registration
Statement and each amendment thereof and each supplement, if any, to the
prospectus included therein and shall use their reasonable best efforts to
reflect in each such document, when so filed with the SEC, such comments as the
Initial Purchasers may reasonably propose.


 


(b)           The
Company or, failing which, the Guarantor shall advise each Initial Purchaser
and the Notice Holders (if applicable) and, if requested by any such person,
confirm


 


6

















 


such advice in writing (which advice pursuant to clauses (ii) through
(v) of this Section 3(b) shall be accompanied by an instruction to suspend the
use of the prospectus until the requisite changes have been made):


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7

















 


Transfer Restricted Securities covered by such prospectus or any
amendment or supplement thereto.


 


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


 


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


 


(h)           If
any event contemplated by Section 3(b)(ii) through (v) occurs during the period
for which the Company and the Guarantor are required to maintain an effective
Shelf Registration Statement, the Company and the Guarantor will promptly
prepare and file with the SEC a post-effective amendment to the Shelf
Registration Statement or a supplement to the related prospectus or file any
other required document so that, as thereafter delivered to purchasers of the
Notes or Underlying Common Shares from a Holder, the prospectus will not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


 


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


 


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


 


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


 


(l)            Each
Holder of Transfer Restricted Securities to be sold pursuant to a Shelf
Registration Statement agrees by acquisition of such Transfer Restricted
Securities that, upon receipt of any notice from the Company or the Guarantor
pursuant to Section 3(b)(ii)


 


8

















 


through (v), such Holder will discontinue disposition of such Transfer
Restricted Securities until such Holder’s receipt of copies of the supplemental
or amended prospectus contemplated by Section 3(h) or until advised in writing
by the Company or the Guarantor that the use of the applicable prospectus may
be resumed.


 


(m)          In
the case of a Shelf Registration Statement involving an underwritten offering,
the Company and the Guarantor shall enter into such customary agreements
(including, if requested, an underwriting agreement in customary form) and take
all such other action, if any, as Holders of a majority of the principal amount
of the Transfer Restricted Securities (determined based upon the principal
amount of Notes constituting Transfer Restricted Securities and, for the
purposes of such determination, the Holders of Underlying Common Shares
constituting Transfer Restricted Securities shall be deemed to hold Notes
having a principal amount equal to the product of the prevailing Conversion
Price applicable to the Notes and the number of such Underlying Common Shares
held by such Holder) (the “Majority Holders”) being sold or any managing
underwriters shall reasonably request in order to facilitate any disposition of
Notes and Underlying Common Shares pursuant to such Shelf Registration
Statement, including, without limitation, (i) causing its counsel to deliver an
opinion or opinions in customary form, (ii) causing its officers to execute and
deliver all customary documents and certificates and (iii) causing its
independent public accountants to provide a comfort letter or letters in
customary form.


 


(n)           In
the case of a Shelf Registration Statement involving an underwritten offering,
the Guarantor shall (i) make reasonably available for inspection by a representative
of, and Special Counsel (as defined below) acting for, Majority Holders and any
underwriter participating in any disposition of Notes or Underlying Common
Shares pursuant to such Shelf Registration Statement, all relevant financial
and other records, pertinent corporate documents and properties of the
Guarantor and its material subsidiaries that are reasonably requested and (ii)
use its reasonable best efforts to have its officers, directors, employees,
accountants and counsel supply all relevant information reasonably requested by
such representative, Special Counsel or any such underwriter (an “Inspector”)
in connection with such Shelf Registration Statement; provided that any such records, documents,
properties and such information that is designated in writing by the Company
and the Guarantor, reasonably and in good faith, as confidential at the time of
delivery of such records, documents, properties or information shall be kept
confidential by any such representative, underwriter or Special Counsel and
shall be used only in connection with such Shelf Registration Statement, unless
such information has become available (not in violation of this Agreement) to
the public generally or through a third party without an accompanying
obligation of confidentiality, and except that such representative, underwriter
or Special Counsel shall have no liability, and shall not be in breach of this
provision, if disclosure of such confidential information is made in connection
with a court proceeding or required by applicable law.  Each such person will be required to agree
or acknowledge that information obtained by it as a result of such inspections
shall be deemed confidential and shall not be used by it as the basis for any
market transactions in the securities of the Company or the Guarantor unless
and until such is made generally available to the public through no fault or
action of such person not otherwise permitted under this Section 3(n).  Each such Holder of Transfer Restricted
Securities will be required to further agree that it will, upon learning that
disclosure of confidential information is necessary, give notice to the Company
to allow the Company at its


 


9

















 


expense to undertake appropriate action to prevent disclosure of such
confidential information. 
Notwithstanding any provision of this Section 3(n) to the contrary, such
representative, underwriter or Special Counsel shall be entitled to use such
confidential information, to the extent it deems necessary or appropriate, for
purposes of establishing any due diligence or other defense under applicable
law in connection with any action or claim arising from or relating to any
Registration Statement or related prospectus or this Agreement.


 


(o)           Upon
(i) the filing of the Initial Shelf Registration Statement and (ii) the
effectiveness of the Initial Shelf Registration Statement, announce the same,
in each case by release to Reuters Economic Services and Bloomberg Business
News or other means of dissemination reasonably expected to make such
information known publicly.


 


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


 


5.  Indemnification.  (a) 
Each of the Company and the Guarantor shall jointly and severally indemnify
and hold harmless each Holder (including, without limitation, any Initial
Purchaser), its affiliates, their respective officers, directors, employees,
representatives and agents, and each person, if any, who controls such Holder
within the meaning of the Securities Act or the Exchange Act (collectively
referred to for purposes of this Section 5 and Section 6 as a Holder) from and
against any loss, claim, damage or liability, joint or several, or any action
in respect thereof (including, without limitation, any loss, claim, damage,
liability or action relating to purchases and sales of Notes or Underlying
Common Shares), to which that Holder may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any Shelf Registration Statement or any prospectus forming part
thereof or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and shall reimburse
each Holder promptly upon demand for any legal or other expenses reasonably
incurred by that Holder in connection with investigating or defending or preparing
to defend against or appearing as a third party witness in connection with any
such loss, claim, damage, liability or action as such expenses are incurred; provided, however,
that the Company and the Guarantor shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, an untrue statement or alleged untrue statement in or omission
or alleged omission from any Shelf Registration Statement or any prospectus
forming a part thereof or any amendment or supplement thereto in reliance upon


 


10

















 


and in conformity with any Holders’ Information or information supplied
by any Initial Purchasers expressly for inclusion therein; and provided  further,
that with respect to any such untrue statement in or omission from any related
preliminary prospectus, the indemnity agreement contained in this Section 5(a)
shall not inure to the benefit of any Holder from whom the person asserting any
such loss, claim, damage, liability or action received Notes or Underlying
Common Shares to the extent that such loss, claim, damage, liability or action
of or with respect to such Holder results from the fact that both (A) a
copy of the final prospectus was not sent or given to such person at or prior
to the written confirmation of the sale of such Notes or Underlying Common
Shares to such person and (B) the untrue statement in or omission from the
related preliminary prospectus was corrected in the final prospectus unless, in
either case, such failure to deliver the final prospectus was a result of
non-compliance by the Company with Section 3(d) or 3(e); and provided, further, that the indemnity
agreement contained in this Section 5(a) shall not inure to the benefit of any
Holder to the extent that any such loss, claim, damage, liability or action
results from the use by such Holder of a prospectus otherwise than in
connection with an offer or sale of Notes or Underlying Common Shares.  Each Holder acknowledges that the indemnity
agreement in this subsection (a) does not extend to any liability which such
Holder might have under Section 5(b) of the Securities Act by reason of the
fact that such Holder sold Notes or Underlying Common Shares to a person to
whom there was not sent or given, at or prior to written confirmation of such
sale, a copy of the prospectus.


 


(b)           Each
Holder shall indemnify and hold harmless the Company, the Guarantor and their
respective affiliates, their respective officers, directors, employees,
representatives and agents, and each person, if any, who controls the Company
or the Guarantor within the meaning of the Securities Act or the Exchange Act
(collectively referred to for purposes of this Section 5(b) and Section 6 as
the Company), from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company may become
subject, whether commenced or threatened, under the Securities Act, the
Exchange Act, any other federal or state statutory law or regulation, at common
law or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in any such Shelf Registration Statement
or any prospectus forming part thereof or in any amendment or supplement
thereto or (ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with any Holders’ Information furnished to the Company
by such Holder, and shall reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or
defending or preparing to defend against or appearing as a third party witness
in connection with any such loss, claim, damage, liability or action as such
expenses are incurred.


 


(c)           Promptly
after receipt by an indemnified party under this Section 5 of notice of any
claim or the commencement of any action, the indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party pursuant
to Section 5(a) or 5(b), notify the indemnifying party in writing of the
claim or the commencement of that action; provided,
however, that the failure to
notify the indemnifying party shall not relieve it from any


 


11

















 


liability which it may have under this Section 5 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) or harmed by such failure; and provided  further,
that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 5.  If any such claim or action
shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party.  After notice from the indemnifying party to
the indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 5 for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof other than the
reasonable costs of investigation; provided,
however, that an indemnified
party shall have the right to employ its own counsel in any such action, but
the fees, expenses and other charges of such counsel for the indemnified party
will be at the expense of such indemnified party unless (1) the employment of
counsel by the indemnified party has been authorized in writing by the
indemnifying party, (2) the indemnified party has reasonably concluded (based
upon advice of counsel to the indemnified party) that there may be legal
defenses available to it or other indemnified parties that are different from
or in addition to those available to the indemnifying party, (3) a conflict or
potential conflict exists (based upon advice of counsel to the indemnified
party) between the indemnified party and the indemnifying party (in which case
the indemnifying party will not have the right to direct the defense of such
action on behalf of the indemnified party) or (4) the indemnifying party has
not in fact employed counsel reasonably satisfactory to the indemnified party to
assume the defense of such action within a reasonable time after receiving
notice of the commencement of the action, in each of which cases the reasonable
fees, disbursements and other charges of counsel will be at the expense of the
indemnifying party or parties.  It is
understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees, disbursements and other charges of more than one separate
firm of attorneys (in addition to any local counsel) at any one time for all
such indemnified party or parties.  Each
indemnified party, as a condition of the indemnity agreements contained in
Sections 5(a) and 5(b), shall use its reasonable best efforts to cooperate with
the indemnifying party in the defense of any such action or claim.  No indemnifying party shall be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if
at any time an indemnified party shall have requested that an indemnifying
party reimburse the indemnified party for fees and expenses of counsel as
contemplated by this Section 5(c), the indemnifying party shall be liable for
any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 60 days after receipt by the
indemnifying party of such request and (ii) the indemnifying party shall not
have reimbursed the indemnified party in accordance with such request prior to
the date of such settlement; provided
that an indemnifying party shall not be liable for any such settlement effected
without its consent if such indemnifying party (1) reimburses such indemnified
party in accordance with such request to the extent it


 


12

















 


considers, in good faith, to be reasonable and (2) provides written
notice to the indemnified party substantiating the unpaid balance as
unreasonable, in each case prior to the date of settlement.  No indemnifying party shall, without the
written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnification could have been sought hereunder by such
indemnified party, unless such settlement (x) includes an unconditional release
of such indemnified party in form and substance reasonably satisfactory to such
indemnified party from all liability on claims that are the subject matter of
such proceeding and (y) does not include any statement as to or any admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.


 


6.  Contribution.  If the indemnification provided for in
Section 5 is unavailable or insufficient to hold harmless an indemnified party
under Section 5(a) or 5(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Company and the
Guarantor from the offering and sale of the Notes, on the one hand, and a
Holder with respect to the sale by such Holder of Notes or Underlying Common
Shares, on the other hand, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Guarantor on the one
hand and such Holder on the other hand with respect to the statements or
omissions that resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations.  The relative benefits received by the
Company and the Guarantor on the one hand and a Holder on the other hand with
respect to such offering and such sale shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Notes (before
deducting expenses) received by or on behalf of the Company as set forth in the
Offering Memorandum, on the one hand, and the total proceeds received by such
Holder with respect to its sale of Notes or Underlying Common Shares, on the
other hand, bear to the total gross proceeds from the sale of the Notes or
Underlying Common Shares.  The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to the Company and the
Guarantor or information supplied by the Company and the Guarantor on the one
hand or to any Holders’ Information supplied by such Holder on the other, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.  The parties hereto agree that it would not
be just and equitable if contributions pursuant to this Section 6 were to be
determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to
herein.  The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 6 shall be deemed
to include, for purposes of this Section 6 and subject to the limitations
described herein, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending or preparing to
defend any such action or claim.  Notwithstanding
the provisions of this Section 6, an indemnifying party that is a Holder of
Notes or Underlying Common Shares shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes or
Underlying Common Shares sold by such


 


13

















 


indemnifying party to any purchaser exceeds the amount of any damages
which such indemnifying party has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


 


7.  Rules
144 and 144A.  Each of the Company
and the Guarantor shall use its reasonable best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act in a
timely manner so long as necessary to permit sales of such Holder’s securities
pursuant to Rules 144 and 144A.  The
Company and the Guarantor covenant that they will take such further action as
any Holder of Transfer Restricted Securities may reasonably request, all to the
extent required from time to time to enable such Holder to sell Transfer
Restricted Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and, in the case of the
Notes, Rule 144A (including, without limitation, the requirements of Rule
144A(d)(4) in the event that the Company or the Guarantor ceases to be a
company subject to or in compliance with Schedule 13 or 15(d) of the Exchange
Act).  Upon the written request of any
Holder of Transfer Restricted Securities, the Company and the Guarantor shall
deliver to such Holder a written statement as to whether it has complied with
such requirements. Notwithstanding the foregoing, nothing in this Section 7
shall be deemed to require the Company to register any of its securities
pursuant to the Exchange Act.


 


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


 


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


 


9.  Miscellaneous.  (a)  Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company has obtained the written consent of
the Majority Holders.  Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose
Notes or Underlying Common Shares are being sold pursuant to a Shelf
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Majority Holders of the Transfer
Restricted Securities being sold pursuant to such Shelf Registration Statement.


 


14

















 


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


 


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


 


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


 


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


 


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


 


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


 


(c)           Successors
And Assigns.  This Agreement shall
be binding upon the Company, the Guarantor and their respective successors,
assigns and transferees, including, without limitation and without the need for
an express assignment, subsequent Holders.


 


(d)           Counterparts.  This Agreement may be executed in any number
of counterparts (which may be delivered in original form or by telecopier) and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


 


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


 


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


 


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


 


(h)           Consent
to Jurisdiction.  The Guarantor
irrevocably submits to the jurisdiction of any New York state or U.S. federal
court sitting in the Borough of Manhattan, The City of New York, in any suit,
action or proceeding relating to its obligations, liabilities or any


 


15

















 


other matter arising out of or in connection with this Agreement.  The Guarantor hereby irrevocably agrees that
all claims in respect of any such action or proceeding may be heard and
determined in such New York state or U.S. federal court.  The Guarantor also hereby irrevocably
waives, to the fullest extent permitted by law, any objection to venue or the
defense of an inconvenient forum to the maintenance of any such action or
proceeding in any such court.


 


(i)            Appointment
of Agent for Service of Process. 
The Guarantor hereby agrees that (i) process may be served upon it in
any suit, action or proceeding referred to in the first sentence of Section
9(h) hereof at its principal executive offices at 50 Main Street, White Plains,
New York 10606 and (ii) service of process upon it at that address and written
notice of said service to the Guarantor mailed or delivered to its Secretary at
its registered office at 2 Church Street, Hamilton, HM11, Bermuda, shall be
deemed in every respect effective service of process upon the Guarantor in any
such suit, action 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 acceptance of service of process upon it at that address or
another address in the United States in full force and effect so long as any of
the Notes shall be outstanding.


 


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


 


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


 


(l)            Remedies.  In the event of a breach by the Company or
the Guarantor or by any Holder of any of their respective obligations under
this Agreement, each Holder or the Company or the Guarantor, as the case may
be, in addition to being entitled to exercise all rights


 


16

















 


granted by law, including recovery of damages (other than the recovery
of damages for a breach by the Company or the Guarantor of their obligations
under Section 1 hereof for which additional interest has been paid pursuant to
Section 2 hereof), will be entitled to specific performance of its rights under
this Agreement.


 


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


 


(n)           Severability.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.  If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions
set forth herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated, and the parties hereto shall use their
reasonable best efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction.  It
is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.


 


17

















 


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


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUNGE LIMITED FINANCE
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Morris Kalef

  
	
   

  	
   

  	
  Name:

  	
  Morris Kalef

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUNGE LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ William M. Wells

  
	
   

  	
   

  	
  Name:

  	
  William M. Wells

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Morris Kalef

  
	
   

  	
   

  	
  Name:

  	
  Morris Kalef

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  



 


Accepted and Agreed:


 


	
  MORGAN
  STANLEY & CO. INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   /s/ Joseph P. Coleman

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  SALOMON
  SMITH BARNEY INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/
  Jaime Arrastia

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
				



 


On behalf of themselves
and the other several Initial Purchasers


 


18