Exhibit
4.4


 


EXECUTION COPY


 


BUNGE LIMITED FINANCE CORP.,


as Issuer


 


 


BUNGE LIMITED,


as Guarantor


 


 


AND


 


 


THE BANK OF NEW YORK,


as Trustee


 


3 3/4%
Convertible Notes Due 2022


 


 


INDENTURE


 


Dated as of November 27, 2002


 

















 


TABLE OF CONTENTS


 


 


	
  ARTICLE
  I DEFINITIONS AND INCORPORATION BY REFERENCE

  
	
  SECTION 1.1

  	
  Definitions

  	
  1

  
	
  SECTION 1.2

  	
  Incorporation by Reference of Trust Indenture Act

  	
  11

  
	
  SECTION 1.3

  	
  Rules of Construction

  	
  12

  
	
   

  
	
  ARTICLE II THE NOTES

  
	
  SECTION 2.1

  	
  Form, Dating and Terms

  	
  12

  
	
  SECTION 2.2

  	
  Execution and Authentication

  	
  17

  
	
  SECTION 2.3

  	
  Registrar, Paying Agent and Conversion Agent

  	
  18

  
	
  SECTION 2.4

  	
  Paying Agent To Hold Money in Trust

  	
  19

  
	
  SECTION 2.5

  	
  Noteholder Lists

  	
  19

  
	
  SECTION 2.6

  	
  Transfer and Exchange

  	
  19

  
	
  SECTION 2.7

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

  	
  22

  
	
  SECTION 2.8

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

  	
  22

  
	
  SECTION 2.9

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
  22

  
	
  SECTION 2.10

  	
  Outstanding Notes

  	
  23

  
	
  SECTION 2.11

  	
  Temporary Notes

  	
  24

  
	
  SECTION 2.12

  	
  Cancellation

  	
  24

  
	
  SECTION 2.13

  	
  Payment of Interest; Defaulted Interest

  	
  24

  
	
  SECTION 2.14

  	
  Computation of Interest

  	
  25

  
	
  SECTION 2.15

  	
  CUSIP and ISIN Numbers

  	
  25

  
	
   

  
	
  ARTICLE III COVENANTS

  
	
  SECTION 3.1

  	
  Payment of Notes

  	
  25

  
	
  SECTION 3.2

  	
  Limitation and Restrictions on Activities of the Company

  	
  26

  
	
  SECTION 3.3

  	
  Maintenance of Office or Agency

  	
  27

  
	
  SECTION 3.4

  	
  Corporate Existence

  	
  27

  
	
  SECTION 3.5

  	
  Maintenance of Properties; Insurance

  	
  27

  
	
  SECTION 3.6

  	
  Payment of Taxes and Other Claims

  	
  28

  
	
  SECTION 3.7

  	
  Payments for Consent

  	
  28

  
	
  SECTION 3.8

  	
  Compliance Certificate

  	
  28

  
	
  SECTION 3.9

  	
  Further Instruments and Acts

  	
  28

  
	
  SECTION 3.10

  	
  Statement by Officers as to Default

  	
  28

  
	
  SECTION 3.11

  	
  Notice of Change in Bermuda Law, Debt
  Ratings

  	
  28

  
	
   

  
	
  ARTICLE IV SUCCESSOR GUARANTOR

  
	
  SECTION 4.1

  	
  Consolidation, Merger, Amalgamation and Sale of Assets by the
  Guarantor

  	
  29

  
	
   

  
	
  ARTICLE V REDEMPTION OF NOTES AT THE OPTION OF THE COMPANY

  
	
  SECTION 5.1

  	
  Redemption of Notes at the Option of the Company

  	
  30

  



 


i

















 


	
  SECTION 5.2

  	
  Applicability of Article

  	
  30

  
	
  SECTION 5.3

  	
  Election to Redeem; Notice to Trustee

  	
  30

  
	
  SECTION 5.4

  	
  Selection by Trustee of Notes to Be Redeemed

  	
  30

  
	
  SECTION 5.5

  	
  Notice of Redemption

  	
  31

  
	
  SECTION 5.6

  	
  Deposit of Redemption Price

  	
  32

  
	
  SECTION 5.7

  	
  Notes Payable on Redemption Date

  	
  32

  
	
  SECTION 5.8

  	
  Notes Redeemed in Part

  	
  33

  
	
   

  	
   

  
	
  ARTICLE
  VI PURCHASE OF NOTES AT THE OPTION OF HOLDERS

  
	
  SECTION 6.1

  	
  Purchase of Notes at Option of Holders Upon Specified Purchase Dates

  	
  33

  
	
  SECTION 6.2

  	
  Purchase of Notes at the Option of Holders Upon a Change of Control

  	
  36

  
	
  SECTION 6.3

  	
  Terms of Purchase

  	
  38

  
	
   

  
	
  ARTICLE
  VII DEFAULTS AND REMEDIES

  
	
  SECTION 7.1

  	
  Events of Default

  	
  39

  
	
  SECTION 7.2

  	
  Acceleration

  	
  41

  
	
  SECTION 7.3

  	
  Other Remedies

  	
  42

  
	
  SECTION 7.4

  	
  Waiver of Past Defaults

  	
  42

  
	
  SECTION 7.5

  	
  Control by Majority

  	
  42

  
	
  SECTION 7.6

  	
  Limitation on Suits

  	
  43

  
	
  SECTION 7.7

  	
  Rights of Holders to Receive Payment

  	
  43

  
	
  SECTION 7.8

  	
  Collection Suit by Trustee

  	
  43

  
	
  SECTION 7.9

  	
  Trustee May File Proofs of Claim

  	
  43

  
	
  SECTION 7.10

  	
  Priorities

  	
  44

  
	
  SECTION 7.11

  	
  Undertaking for Costs

  	
  44

  
	
   

  
	
  ARTICLE
  VIII TRUSTEE

  
	
  SECTION 8.1

  	
  Duties of Trustee

  	
  44

  
	
  SECTION 8.2

  	
  Rights of Trustee

  	
  46

  
	
  SECTION 8.3

  	
  Individual Rights of Trustee

  	
  46

  
	
  SECTION 8.4

  	
  Trustee’s Disclaimer

  	
  47

  
	
  SECTION 8.5

  	
  Notice of Defaults

  	
  47

  
	
  SECTION 8.6

  	
  Reports by Trustee to Holders

  	
  47

  
	
  SECTION 8.7

  	
  Compensation and Indemnity

  	
  47

  
	
  SECTION 8.8

  	
  Replacement of Trustee

  	
  48

  
	
  SECTION 8.9

  	
  Successor Trustee by Merger

  	
  49

  
	
  SECTION 8.10

  	
  Eligibility; Disqualification

  	
  49

  
	
  SECTION 8.11

  	
  Preferential Collection of Claims Against
  Company

  	
  49

  
	
  SECTION 8.12

  	
  Trustee’s Application for Instruction from
  the Company

  	
  49

  
	
   

  	
   

  
	
  ARTICLE
  IX SATISFACTION AND DISCHARGE OF INDENTURE

  
	
  SECTION 9.1

  	
  Satisfaction and Discharge of Liability on Notes

  	
  50

  
	
  SECTION 9.2

  	
  Application of Trust Money

  	
  50

  
	
  SECTION 9.3

  	
  Repayment to Company

  	
  50

  
	
  SECTION 9.4

  	
  Indemnity for U.S. Government Securities

  	
  51

  



 


ii

















 


 


	
  ARTICLE
  X AMENDMENTS

  
	
  SECTION 10.1

  	
  Without Consent of Holders

  	
  51

  
	
  SECTION 10.2

  	
  With Consent of Holders

  	
  52

  
	
  SECTION 10.3

  	
  Compliance with Trust Indenture Act

  	
  53

  
	
  SECTION 10.4

  	
  Revocation and Effect of Consents and
  Waivers

  	
  53

  
	
  SECTION 10.5

  	
  Notation on or Exchange of Notes

  	
  53

  
	
  SECTION 10.6

  	
  Trustee To Sign Amendments

  	
  53

  
	
   

  
	
  ARTICLE
  XI GUARANTEE

  
	
  SECTION 11.1

  	
  Guarantee

  	
  54

  
	
  SECTION 11.2

  	
  No Subrogation

  	
  55

  
	
  SECTION 11.3

  	
  Consideration

  	
  55

  
	
   

  
	
  ARTICLE
  XII CONVERSION OF NOTES

  
	
  SECTION 12.1

  	
  Conversion Privilege

  	
  56

  
	
  SECTION 12.2

  	
  Conversion Procedure

  	
  56

  
	
  SECTION 12.3

  	
  Fractional Shares

  	
  57

  
	
  SECTION 12.4

  	
  Taxes on Conversion

  	
  57

  
	
  SECTION 12.5

  	
  Guarantor To Provide Common Shares

  	
  58

  
	
  SECTION 12.6

  	
  Adjustment for Change in Common Shares

  	
  58

  
	
  SECTION 12.7

  	
  Adjustment for Rights Issue

  	
  59

  
	
  SECTION 12.8

  	
  Adjustment for Certain Distributions

  	
  60

  
	
  SECTION 12.9

  	
  Adjustment for All Cash Distribution

  	
  61

  
	
  SECTION 12.10

  	
  Adjustment for Self Tender Offers

  	
  63

  
	
  SECTION 12.11

  	
  Adjustment for Third Party Tender Offers

  	
  64

  
	
  SECTION 12.12

  	
  When Adjustment May Be Deferred

  	
  65

  
	
  SECTION 12.13

  	
  When No Adjustment Required

  	
  65

  
	
  SECTION 12.14

  	
  Notice of Adjustment

  	
  66

  
	
  SECTION 12.15

  	
  Voluntary Increase

  	
  66

  
	
  SECTION 12.16

  	
  Notice of Certain Transactions

  	
  66

  
	
  SECTION 12.17

  	
  Reorganization of Guarantor; Special
  Distributions

  	
  67

  
	
  SECTION 12.18

  	
  Guarantor Determination Final

  	
  67

  
	
  SECTION 12.19

  	
  Trustee’s Adjustment Disclaimer

  	
  67

  
	
  SECTION 12.20

  	
  Simultaneous Adjustments

  	
  68

  
	
  SECTION 12.21

  	
  Successive Adjustments

  	
  68

  
	
  SECTION 12.22

  	
  Restriction on Common Shares Issuable upon
  Conversion

  	
  68

  
	
   

  
	
  ARTICLE
  XIII MISCELLANEOUS

  
	
  SECTION 13.1

  	
  Trust Indenture Act Controls

  	
  69

  
	
  SECTION 13.2

  	
  Notices

  	
  69

  
	
  SECTION 13.3

  	
  Communication by Holders with other Holders

  	
  70

  
	
  SECTION 13.4

  	
  Certificate and Opinion as to Conditions
  Precedent

  	
  71

  
	
  SECTION 13.5

  	
  Statements Required in Certificate or
  Opinion

  	
  71

  
	
  SECTION 13.6

  	
  When Notes Disregarded

  	
  71

  
	
  SECTION 13.7

  	
  Rules by Trustee, Paying Agent, Conversion
  Agent and Registrar

  	
  71

  
	
  SECTION 13.8

  	
  Legal Holidays

  	
  72

  
	
  SECTION
  13.9.

  	
  GOVERNING
  LAW

  	
  72

  



 


iii

















 


	
  SECTION 13.10

  	
  No Recourse Against Others

  	
  72

  
	
  SECTION 13.11

  	
  Successors

  	
  72

  
	
  SECTION 13.12

  	
  Consent to Jurisdiction

  	
  72

  
	
  SECTION 13.13

  	
  Service of Process

  	
  72

  
	
  SECTION 13.14

  	
  Waiver of Immunities

  	
  73

  
	
  SECTION 13.15

  	
  Foreign Taxes

  	
  73

  
	
  SECTION 13.16

  	
  Judgment Currency

  	
  73

  
	
  SECTION 13.17

  	
  No Bankruptcy Petition Against the
  Borrower; Liability of the Borrower

  	
  74

  
	
  SECTION 13.18

  	
  Multiple Originals

  	
  74

  
	
  SECTION 13.19

  	
  Qualification of Indenture

  	
  74

  
	
  SECTION 13.20

  	
  Table of Contents; Headings

  	
  74

  



 


	
  EXHIBIT A

  	
  Form of the Note

  
	
  EXHIBIT B

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

  
	
  EXHIBIT C

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

  
	
  EXHIBIT D

  	
  Form of Conversion Notice

  
	
  EXHIBIT E

  	
  Form of Certificate to be Delivered in
  Connection with Transfers of Restricted Common Shares

  
	
   

  	
   

  
	
  SCHEDULE 1.1

  	
  Designated Obligors and Material
  Subsidiaries

  
	
  SCHEDULE 4.1

  	
  Full Member States of the European Union

  



 


iv

















 


CROSS-REFERENCE TABLE


 


	
  Trust
  Indenture

  Act Section

  	
   

  	
  Indenture

  Section

  
	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
  8.10

  
	
  (a)(2)

  	
   

  	
  8.10

  
	
  (a)(3)

  	
   

  	
  N.A.

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  8.8; 8.10

  
	
  (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  8.11

  
	
  (b)

  	
   

  	
  8.11

  
	
  (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  2.5

  
	
  (b)

  	
   

  	
  13.3

  
	
  (c)

  	
   

  	
  13.3

  
	
  313(a)

  	
   

  	
  8.6

  
	
  (b)(1)

  	
   

  	
  N.A.

  
	
  (b)(2)

  	
   

  	
  8.6

  
	
  (c)

  	
   

  	
  8.6

  
	
  (d)

  	
   

  	
  8.6

  
	
  314(a)

  	
   

  	
  3.11; 13.2; 13.5

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)(1)

  	
   

  	
  13.4

  
	
  (c)(2)

  	
   

  	
  13.4

  
	
  (c)(3)

  	
   

  	
  N.A.

  
	
  (d)

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
  13.5

  
	
  315(a)

  	
   

  	
  8.1

  
	
  (b)

  	
   

  	
  8.5; 13.2

  
	
  (c)

  	
   

  	
  8.1

  
	
  (d)

  	
   

  	
  8.1

  
	
  (e)

  	
   

  	
  7.11

  
	
  316(a)(last sentence)

  	
   

  	
  13.6

  
	
  (a)(1)(A)

  	
   

  	
  7.5

  
	
  (a)(1)(B)

  	
   

  	
  7.4

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  7.8

  
	
  317(a)(1)

  	
   

  	
  7.8

  
	
  (a)(2)

  	
   

  	
  7.9

  
	
  (b)

  	
   

  	
  2.4

  
	
  318(a)

  	
   

  	
  13.1

  



 


N.A. means Not Applicable.


 


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


 


v

















 


INDENTURE dated as of November 27, 2002,
among BUNGE LIMITED FINANCE CORP., a Delaware corporation (the “Company”),
as issuer, BUNGE LIMITED, a company incorporated under the laws of Bermuda with
limited liability (the “Guarantor”), as guarantor, and THE BANK OF NEW
YORK, a New York banking corporation (the “Trustee”), as trustee.


 


Each party agrees as follows for the benefit
of the other parties and for the equal and ratable benefit of the Holders of
(i) the Company’s 33⁄4% Convertible Notes Due 2022 issued on the date hereof and
the guarantee thereof by the Guarantor (the “Initial Notes”) and (ii) if
and when issued, additional 33⁄4% Convertible Notes Due 2022 which may be offered
subsequent to the Issue Date and the guarantee thereof by the Guarantor (the “Subsequent
Notes” and together with the Initial Notes, the “Notes”).


 


ARTICLE I


 


DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.1         Definitions.


 


“Affiliate” means, with respect to any
specified Person, any other Person, directly or indirectly, controlling or
controlled by or under direct or indirect common control with such specified
Person. For the purposes of this definition, “control” when used with respect
to any Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing; provided, however, that the existence of a
management contract by the Company or an Affiliate of the Company to manage
another entity shall not be deemed to be control.


 


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


 


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


 


“Average Sale Price” means the average of the
Sales Prices of the Common Shares for the shortest of:


 


(1)           30
consecutive trading days ending on the last full trading day prior to the Time
of Determination with respect to the rights, warrants or options or
distribution in respect of which the Average Sale Price is being calculated;


 


(2)           the
period (x) commencing on the date next succeeding the first public announcement
of (a) the issuance of rights, warrants or options or (b) the distribution, in
each case, in respect of which the Average Sale Price is being calculated and
(y) proceeding through the last full trading day prior to the Time of
Determination with respect to the rights, warrants or options or distribution
in respect of which the Average Sale Price is being calculated (excluding days
within such period, if any, which are not trading days); and


 

















 


(3)           the
period, if any, (x) commencing on the date next succeeding the Ex-Dividend Time
with respect to the next preceding (a) issuance of rights, warrants or options
or (b) distribution, in each case, for which an adjustment is required by the
provisions of Section 12.7, 12.8 or 12.9 hereof and (y) proceeding through the
last full trading day prior to the Time of Determination with respect to the
rights, warrants or options or distribution in respect of which the Average
Sale Price is being calculated (excluding days within such period, if any,
which are not trading days).


 


In the event that the Ex-Dividend Time (or in
the case of a consolidation, division, subdivision, combination or
reclassification, the effective date with respect thereto) with respect to a
dividend, consolidation, division, subdivision, combination or reclassification
to which Section 12.6(1), (2), (3) or (4) hereof applies occurs during the
period applicable for calculating “Average Sale Price” pursuant to this definition,
“Average Sale Price” shall be calculated for such period in a manner determined
by the Board of Directors of the Guarantor to reflect the effect of such
dividend, consolidation, division, subdivision, combination or reclassification
on the Sale Price of the Common Shares during such period.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


more than 50% of the combined
voting power of all classes of common shares of the Guarantor,


 


provided that a Change of Control shall not be
deemed to have occurred under this clause
(a) in the event that the purchase by the Guarantor of common shares
issued and outstanding on the Issue Date results in one or more of the Guarantor’s
shareholders of record as of the Issue Date controlling more than 50% of the
combined voting power of all classes of common shares of the Guarantor; and


 


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


 


“Change of Control Offer” has the meaning
ascribed to it in Section 6.2(a) hereof.


 


“Change of Control Payment” has the meaning
ascribed to it in Section 6.2(a) hereof.


 


“Change of Control Payment Date” has the
meaning ascribed to it in Section 6.2(b) hereof.


 


“Change of Control Purchase Notice” has the
meaning ascribed to it in Section 6.2(c) hereof.


 


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


 


“Common Shares” means common shares, par
value $0.01 per common share, of the Guarantor or any other Capital Stock of
the Guarantor into which such Common Shares shall be reclassified or changed.


 


“Common Shares Restrictive Legend” has the
meaning ascribed to it in Section 12.22 hereof.


 


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


 


“Company Notice” has the meaning ascribed to
it in Section 6.1(d) hereof.


 


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


 


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


 


“Consolidated Total Assets” means, at any
date of determination, the amount at which the total assets of the Guarantor
and the Subsidiaries appear on the then most recent


 


3

















 


annual consolidated balance
sheet of such Persons prepared in accordance with U.S. GAAP, after deduction of
depreciation, amortization and all other properly deductible valuation
reserves.


 


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


 


“Conversion Date” has the meaning ascribed to
it in Section 12.2 hereof.


 


“Conversion Price” has the meaning ascribed
to it in Section 12.1 hereof.


 


“Conversion Rate” has the meaning ascribed to
it in Section 12.1 hereof.


 


“Corporate Trust Office” has the meaning
ascribed to it in Section 3.3 hereof.


 


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


 


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


 


“Definitive Notes” means certificated Notes.


 


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


 


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


 


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


 


“Ex-Dividend Time” means the time immediately
prior to the commencement of “ex-dividend” trading for rights, warrants or
options or a distribution to which Section 12.7, 12.8 or 12.9 applies on the
NYSE or, if the Common Shares are not listed on the NYSE, such other principal
U.S. securities exchange or market on which the Common Shares are then listed
or quoted.


 


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


 


“Expiration Time” has the meaning ascribed to
it in Section 12.10 hereof.


 


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


 


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


 


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


 


4

















 


(1)                                  to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness
of such other Person (whether arising by virtue of partnership arrangements, or
by agreement to keep-well, to purchase assets, goods, securities or services,
to take-or-pay, or to maintain financial statement conditions or otherwise); or


 


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


 


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


 


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


 


“Guarantor” means Bunge Limited.


 


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


 


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


 


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


 


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


 


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


 


5

















 


Person in respect of equity
derivatives and Hedge Agreements and (i) all guarantees of such Person (other
than guarantees of obligations of direct or indirect Subsidiaries of such
Person).


 


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


 


“Initial Purchasers” means, collectively,
Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc. and the other
several Initial Purchasers named in Schedule 1 to the Purchase Agreement.


 


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


 


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


 


“Interest Payment Date” has the meaning
ascribed to it in the form of Note attached as Exhibit A hereto.


 


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


 


“Legal Holiday” has the meaning ascribed to it
in Section 13.8 hereof.


 


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


 


“Market Price” means, with respect to the
Common Shares, the average of the Sale Prices for the 20-trading-day period
ending on the third Business Day prior to the applicable Specified Purchase
Date, or, if such Business Day is not a trading day, then on the last trading
day prior to such Business Day


 


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


 


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


 


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


 


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


 


“Material Subsidiary”
means, at any time, any Subsidiary of the Guarantor which at such time
(a) has total assets aggregating in excess of 5% of Consolidated Total
Assets or


 


6

















 


(b) the portion of
Consolidated Net Income which was contributed by such Subsidiary during the
four fiscal quarters then most recently ended exceeds 5% of Consolidated Net
Income.  The Material Subsidiaries as of
the date hereof are set forth on Schedule 1.1 hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


“NYSE” means The New York Stock Exchange.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


“Purchase Agreement” means the Purchase
Agreement dated November 21, 2002 among the Company, the Guarantor and the
Initial Purchasers.


 


“Purchase Price” has the meaning ascribed to
it in Section 6.1(a) hereof.


 


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


 


“Record Date” has the meaning ascribed to it
on the front of the form of Note attached as Exhibit A hereto.


 


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


 


“Redemption Price” has the meaning ascribed
to it in Section 5.1 hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


“Sale Price” means, with respect to the
Common Shares on any date, the closing per share sale price (or, if no closing
sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average asked
prices) on such date as reported on the NYSE or, if the Common Shares are not
listed on the NYSE, as reported by the National Association of Securities
Dealers Automated Quotation system.  In
the absence of such quotations, the Company and the Guarantor shall be entitled
to determine, in good faith, the sales price on the basis of such quotations as
it considers appropriate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Shelf Registration Statement” has the
meaning ascribed thereto in the Registration Rights Agreement.


 


9

















 


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


 


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


 


“Specified Purchase Date” has the meaning
ascribed to it in Section 6.1(a) hereof.


 


“Spin-off” has the meaning ascribed to it in
Section 12.8 hereof.


 


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


 


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


 


“Subsidiary” means any corporation, company,
limited liability company or other business entity of which the requisite
number of shares of stock or other equity ownership interests having ordinary
voting power (without regard to the occurrence of any contingency) to elect a
majority of the directors, managers or trustees thereof, or any partnership of which
more than 50% of the partners’ equity interests (considering all partners’
equity interests as a single class) is, in each case, at the time owned or
controlled, directly or indirectly, by the Guarantor, one or more of the
Subsidiaries, or any combination thereof.


 


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


 


“Time of Determination” means the time and
date of the earlier of (i) the determination of shareholders entitled to
receive rights, warrants or options or a distribution, in each case, to which
Section 12.7, 12.8 or 12.9 hereof applies and (ii) the Ex-Dividend Time.


 


“trading day” means a day during which
trading in securities generally occurs on the NYSE or, if the Common Shares are
not listed on the NYSE, on the principal U.S. securities exchange or market on
which the Common Shares then are listed or, if the Common Shares are not listed
on a U.S. securities exchange or market, on the National Association of
Securities Dealers Automated Quotation System or, if the Common Shares are not
quoted on the National Association of Securities Dealers Automated Quotation
System, on the principal other exchange or market on which the Common Shares
are then traded.


 


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


 


“Trust Officer” means, with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person’s


 


10

















 


knowledge of and familiarity
with the particular subject and who shall have direct responsibility for the
administration of this Indenture.


 


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


 


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


 


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


 


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


 


“Commission” means the SEC.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a
Noteholder.


 


“indenture to be qualified” means this
Indenture.


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


(3)   “or” is not exclusive;


 


(4)   “including” means including
without limitation;


 


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


 


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


 


ARTICLE II


 


THE NOTES


 


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


 


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


 


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


 


12

















 


represented by a single
certificate.  The aggregate principal
amount of the Regulation S Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
DTC or its nominee, as hereinafter provided.


 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


(c)   Restrictive Legends. 
Unless and until an Initial Note is sold under an effective Shelf
Registration Statement pursuant to the Registration Rights Agreement or a
similar agreement,


 


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


 


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


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE
HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR
WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR
ANY COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE, PRIOR TO THE DATE (THE
“RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH BUNGE LIMITED FINANCE
CORP. (“THE COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR HEREOF), ONLY (A) TO THE COMPANY OR BUNGE LIMITED, AS
GUARANTOR, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) IF ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE NOTE AND ANY
COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE FOR ITS OWN ACCOUNT, OR FOR
THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A


 


14

















 


TRANSACTION INVOLVING A MINIMUM PRINCIPAL
AMOUNT OF THE NOTES OF U.S.$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.”


 


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


 


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


 


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


 


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


 


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


 


15

















 


INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.


 


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


 


(4)   The Common Shares issued
upon conversion of the Notes shall, as applicable, bear the legend specified in
Section 12.22 hereof.


 


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


 


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


 


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


 


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


 


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


 


(vi)          The registered Holder of a Global Note may grant proxies
and otherwise authorize any person, including Agent Members and persons that
may hold interests through


 


16

















 


Agent Members, to take any
action which a Holder is entitled to take under this Indenture or the Notes.


 


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


 


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


 


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


 


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


 


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


 


At any time and from time to time after the
execution and delivery of this Indenture, the Trustee shall authenticate and
make available for delivery: (1) Initial Notes for original issue on the Issue
Date initially in an aggregate principal amount of U.S.$250,000,000; and (2) if
and when issued, the Subsequent Notes, in each case upon a written order of the
Company signed by two Officers or by an Officer and an Assistant Treasurer or
an Assistant Secretary of the Company (the “Company Order”).  Such Company Order shall specify the amount
of the Notes to be authenticated and the date on which the original issue of
Notes is to be authenticated and whether the Notes are to be Initial Notes or
Subsequent Notes.  The aggregate
principal amount of Notes which may be authenticated and delivered under this
Indenture is initially limited to U.S.$250,000,000 outstanding (plus any
Subsequent Notes), except for Notes


 


17

















 


authenticated and delivered
upon registration or transfer of, or in exchange for, or in lieu of, other
Notes of the same class pursuant to Section 2.6, Section 2.9, Section 2.11,
Section 5.8, or Section 10.5 hereof. 
All Notes issued on the Issue Date and all Subsequent Notes shall be
identical in all respects other than issue dates, the date from which interest
accrues and any changes relating thereto.  
Notwithstanding anything to the contrary contained in this Indenture,
the Initial Notes and any Subsequent Notes will be treated as a single class of
securities under this Indenture. 
Without limiting the generality of the foregoing sentence, all Notes
issued under this Indenture shall vote and consent together on all matters as
one class and no Notes will have the right to vote or consent as a separate
class on any matter.


 


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


 


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


 


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


 


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


 


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


 


18

















 


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


 


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


 


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


 


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


 


(ii)           a transfer of a
Rule 144A Note or an Institutional Accredited Investor Global Note or a beneficial
interest therein to an IAI shall be made upon receipt by the Trustee or its
agent of a certificate substantially in the form set forth in Section 2.7
hereof


 


19

















 


from the
proposed transferee and, if requested by the Company or the Trustee, the
delivery of an opinion of counsel, certification and/or other information
satisfactory to each of them; and


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)   Note Restrictive Legend. 
Upon the transfer, exchange or replacement of Notes not bearing a Note
Restrictive Legend, the Registrar shall deliver Notes that do not bear a Note
Restrictive Legend.  Upon the transfer,
exchange or replacement of Notes bearing a Note Restrictive Legend, the
Registrar shall deliver only Notes that bear a Note Restrictive Legend unless
there is delivered to the Registrar an Opinion of Counsel to the effect that
neither such


 


20

















 


legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.


 


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


 


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


 


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


 


(ii)           No service charge
shall be made to a Holder for any registration of transfer or exchange, but the
Company may require from a Holder payment of a sum sufficient to cover any
transfer tax, assessments, or similar governmental charge payable in connection
therewith (other than any such transfer taxes, assessments or similar governmental
charges payable upon exchange or transfer pursuant to Section 10.5 hereof).


 


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


 


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


 


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


 


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


 


(f)    No Obligation of the Trustee.  (i)  The Trustee shall
have no responsibility or obligation to any beneficial owner of a Global Note,
a member of, or a participant in, DTC or


 


21

















 


other Person with respect to
the accuracy of the records of DTC or its nominee or of any participant or
member thereof, with respect to any ownership interest in the Notes or with
respect to the delivery to any participant, member, beneficial owner or other
Person (other than DTC) of any notice (including any notice of redemption) or
the payment of any amount or delivery of any Notes (or other security or
property) under or with respect to such Notes. 
All notices and communications to be given to the Holders and all
payments to be made to Holders in respect of the Notes shall be given or made
only to or upon the order of the registered Holders (which shall be DTC or its
nominee in the case of a Global Note). 
The rights of beneficial owners in any Global Note shall be exercised
only through DTC subject to the applicable rules and procedures of DTC.  The Trustee may rely and shall be fully
protected in relying upon information furnished by DTC with respect to its
members, participants and any beneficial owners.


 


(ii)           The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of
any interest in any Note (including any transfers between or among DTC
participants, members or beneficial owners in any Global Note) other than to
require delivery of such certificates and other documentation or evidence as
are expressly required by, and to do so if and when expressly required by, the
terms of this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.


 


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


 


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


 


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


 


In case any such mutilated, destroyed, lost
or stolen Note has become or is about to become due and payable or is about to
be redeemed or purchased by the Company pursuant to Article III or Article IV
hereof, the Company in its discretion may, instead of issuing a new Note, pay
such Note.


 


22

















 


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


 


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


 


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


 


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


 


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


 


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


 


If a Note is converted in accordance with
Article XII, then from and after the Conversion Date, such Note shall cease to
be outstanding and interest, if any, shall cease to accrue on such Note.


 


23

















 


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


 


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


 


SECTION 2.13       Payment of Interest; Defaulted
Interest.  Interest on any Note
which is payable, and is punctually paid or duly provided for, on any interest
payment date shall be paid to the Person in whose name such Note (or one or
more predecessor Notes) is registered at the close of business on the regular
record date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 2.3 hereof.


 


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


 


(a)   The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names the Notes
(or their respective predecessor Notes) are registered at the close of business
on a Special Record Date (as defined below) for the payment of such Defaulted
Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Note
and the date (not less than 30 days after such notice) of the proposed payment
(the “Special Interest Payment Date”), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon the Trustee shall
fix a record date (the


 


24

















 


“Special
Record Date”) for the payment of such Defaulted Interest which shall be not
more than 15 days and not less than 10 days prior to the Special Interest
Payment Date and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date, and in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date and Special
Interest Payment Date therefor to be given in the manner provided for in
Section 13.2 hereof, not less than 10 days prior to such Special Record
Date.  Notice of the proposed payment of
such Defaulted Interest and the Special Record Date and Special Interest
Payment Date therefor having been so given, such Defaulted Interest shall be
paid on the Special Interest Payment Date to the Persons in whose names the
Notes (or their respective predecessor Notes) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (b).


 


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


 


Subject to the foregoing provisions of this
Section 2.13, each Note delivered under this Indenture upon registration of,
transfer of or in exchange for or in lieu of any other Note shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by
such other Note.


 


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


 


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


 


ARTICLE III


 


COVENANTS


 


SECTION 3.1         Payment of Notes.  The Company shall promptly pay the principal
of and premium, if any, and interest on the Notes on the dates and in the
manner provided in the Notes and in this Indenture.  Principal and interest shall be considered paid on the date due
if on such date the Trustee or the Paying Agent holds in accordance with this
Indenture money


 


25

















 


sufficient to pay all principal and interest
then due and the Trustee or the Paying Agent, as the case may be, is not
prohibited from paying such money to the Noteholders on that date.


 


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


 


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


 


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


 


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


 


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


 


(d)   The Company shall not create, assume, incur or suffer to exist any
Lien upon or with respect to any of its property, either presently owned or
hereafter acquired, including any asset, revenue, or right to receive income or
any other property, whether tangible or intangible, real or personal (all of
the foregoing hereinafter called “Property”).


 


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


 


(f)    The Company shall not amend, supplement, waive or modify, or
consent to any amendment, supplement, waiver or modification of, any Master
Trust Transaction Document except in accordance with the provisions of this
Section 3.2(f).  Any provision of any
Master Trust Transaction Document may be amended, waived, supplemented,
restated, discharged or terminated without the consent of the Holders; provided that such amendment, waiver,
supplement or restatement does not (i) render the Series 2002-1 VFC subordinate
in payment to any other Series under the Bunge Master Trust or otherwise
adversely discriminate against the Series 2002-1 VFC relative to any other
Series under the Bunge Master Trust, (ii) reduce in any manner the amount of,
or delay the timing of, distributions which are required to be made on or in
respect of the Series 2002-1 VFC, (iii) change the definition of, the manner of
calculating, or


 


26

















 


in any way the amount of, the interest of the
Company in the assets of the Bunge Master Trust, (iv) change the definition of
“Eligible Loans” or, to the extent used in such definition, other defined terms
used in such definition, or (v) result in a Default or Event of Default; and provided, further,
that, in each case, the Trustee shall have received prior notice thereof
together with copies of any documentation related thereto.  Any amendment, waiver, supplement or
restatement of a Master Trust Transaction Document (including any exhibit
thereto) of the type described in clauses (i), (ii), (iii), (iv), or (v) of
this Section 3.2(f) shall require the written consent of at least a majority in
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes).


 


SECTION 3.3         Maintenance of Office or Agency.  The Company will maintain in The City of
New York, an office or agency where the Notes may be presented or
surrendered for payment or conversion, where, if applicable, the Notes may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may
be served.  The principal corporate trust
office (the “Corporate Trust Office”) of the Trustee located in The City
of New York shall be such office or agency of the Company, unless the Company
shall designate and maintain some other office or agency for one or more of
such purposes.  The Company will give
prompt written notice to the Trustee of any change in the location of any such
office or agency.  If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


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


 


SECTION 3.4         Corporate Existence.  Subject to Article IV hereof, each of the
Company and the Guarantor will do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain its corporate rights (charter and
statutory), licenses, privileges and franchises; provided,
however, that the Company shall not be required to preserve any such
right, license, privilege or franchise if the Board of Directors of the Company
or the Guarantor, as applicable, shall determine that the preservation thereof
is no longer desirable in the conduct of its business and that the loss thereof
is not, and will not be, disadvantageous in any material respect to the
Holders; and provided further,
the Guarantor may consolidate, merge or amalgamate in accordance with Section
4.1 hereof.


 


SECTION 3.5         Maintenance of Properties; Insurance.  The Guarantor shall, and shall cause each of
its Subsidiaries to, keep all property useful and necessary in its business in
good working order and condition, except where failure to do so would not have
a Material


 


27

















 


Adverse Effect; and the Guarantor shall
maintain with financially sound and reputable insurance companies insurance on
all its property in at least such amounts and against at least such risks as
are customary for the Guarantor’s type of business.


 


SECTION 3.6         Payment of Taxes and Other Claims.  Each of the Company and the Guarantor shall
pay, discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all taxes, assessments and similar governmental
charges imposed on it, its incomes, profits or properties, except where (i) the
amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves to the extent required by U.S. GAAP with
respect thereto have been provided on the books of the Company or the Guarantor
or (ii) the nonpayment of such taxes, assessments and claims in the aggregate
could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.7         Payments for Consent.  Neither the Company, the Guarantor nor any
Subsidiaries will, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fees or otherwise, to any Holder of
any Notes for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid or is paid to all Holders of the Notes that
consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.


 


SECTION 3.8         Compliance Certificate.  The Company shall deliver to the Trustee
within 120 days after the end of each Fiscal Year of the Company an Officers’
Certificate stating that in the course of the performance by the signers of
their duties as Officers of the Company they would normally have knowledge of
any Default or Event of Default and whether or not the signers know of any
Default or Event of Default that occurred during such period.  If they do, the certificate shall describe the
Default or Event of Default, its status and what action the Company is taking
or proposes to take with respect thereto. 
The Company also shall comply with Trust Indenture Act, Section
314(a)(4).


 


SECTION 3.9         Further Instruments and Acts.  Upon request of the Trustee or otherwise,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


 


SECTION 3.10       Statement by Officers as to Default.  The Company shall deliver to the Trustee, as
soon as possible and in any event within 10 days after the Company becomes
aware of the occurrence of any Event of Default or an event which, with notice
or the lapse of time or both, would constitute an Event of Default, an
Officers’ Certificate setting forth the details of such Event of Default or
default and the action which the Company proposes to take with respect thereto.


 


SECTION 3.11       Notice of Change in Bermuda Law, Debt
Ratings.  The Guarantor shall give
notice to the Trustee promptly after becoming aware of (i) any changes in
taxes, duties or other fees of Bermuda or any political subdivision or taxing
authority thereof or any change in any laws of Bermuda, in each case, that may
affect any payment due under this Indenture, (ii) any change in such
Guarantor’s public or private debt ratings by a “nationally recognized


 


28

















 


statistical rating organization,” as such
term is defined by the SEC for purposes of Rule 436(g)(2) under the Securities
Act; and (iii) any development or event which has had, or which the Guarantor
in its good faith judgment believes will have, a Material Adverse Effect; provided that the Trustee shall have no responsibilities or
duties with respect to any such notice. 
Delivery of any such notice to the Trustee is for informational purposes
only and the Trustee’s receipt of such notice shall not constitute constructive
notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).


 


ARTICLE IV


 


SUCCESSOR GUARANTOR


 


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


 


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


 


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


 


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


 


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


 


In the event that the Guarantor consolidates
with or merges or amalgamates with or into, or sells, leases or conveys all or
substantially all of its assets to, another Person subject to the terms of this
Section 4.1 (a “Transfer”) and the Successor Guarantor is a Person
organized under the laws of a member state of the European Union, Canada,
Australia or Switzerland, the Guarantor and the Successor Guarantor shall, as a
condition to such Transfer, (A) enter into a


 


29

















 


supplemental indenture with the Trustee
providing for full, unconditional and irrevocable indemnification of the
Holders of the Notes and the Trustee against any tax or duty of whatever nature
which is incurred or otherwise suffered by such Holders and the Trustee with
respect to the Notes and which would not have been incurred or otherwise
suffered in the absence of such Transfer; and (B) deliver to the Trustee, for
the benefit of the Holders of the Notes, unqualified legal opinions of
independent legal counsel in New York and the member state of the European
Union the laws of which the successor is organized under, Canada, Australia or
Switzerland, as applicable, to the effect that the Obligations of the Successor
Guarantor with respect to the Guarantee are legal, valid, binding and
enforceable in accordance with their terms.


 


ARTICLE V


 


REDEMPTION OF NOTES AT THE OPTION
OF THE COMPANY


 


SECTION 5.1         Redemption of Notes at the Option of
the Company.  Prior to November 22,
2005, the Notes may not be redeemed by the Company.  On or after November 22, 2005, the Notes may be redeemed for cash
at any time as a whole or from time to time in part, at the following
redemption prices (the “Redemption Price”), in each case, plus accrued and
unpaid interest, if any, to the Redemption Date:


 


(a)   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;


 


(b)   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; and


 


(c)   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.


 


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


 


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


 


SECTION 5.4         Selection by Trustee of Notes to Be
Redeemed.  If less than all the
Notes are to be redeemed at any time pursuant to an optional redemption, the
particular Notes to


 


30

















 


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


 


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


 


If any Note selected for partial redemption
is converted in part before termination of the conversion right with respect to
the portion of the Note so selected, the converted portion of such Note shall
be deemed, to the fullest extent practicable, to be the portion selected for
redemption.  Notes which have been
converted during a selection of Notes to be redeemed, may be treated by the
Trustee as outstanding for the purpose of such selection.


 


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


 


SECTION 5.5         Notice of Redemption.  Notice of redemption shall be given in the
manner provided for in Section 13.2 hereof not less than 30 days nor more than
60 days prior to the Redemption Date, to each Holder of Notes to be
redeemed.  The Trustee shall give notice
of redemption in the Company’s name and at the Company’s expense; provided, however, that the Company shall deliver to the
Trustee, at least 15 days prior to the date the notice of redemption is to be
given (unless a shorter period shall be acceptable to the Trustee), an
Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the following
items.


 


All notices of redemption shall state:


 


(1)   the Redemption Date,


 


(2)   the Redemption Price (and
the amount of accrued and unpaid interest to the Redemption Date), the
Conversion Rate and the Conversion Price,


 


(3)   that Notes called for
redemption may be converted at any time before 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,


 


(4)   that Holders which want to
convert their Notes must satisfy the requirements set forth in Paragraph 8 of the
form of Notes set forth as Exhibit A hereto,


 


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


 


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


 


(7)   that on the Redemption Date
the Redemption Price (plus accrued and unpaid interest to the Redemption Date)
will become due and payable upon each such Note, or the portion thereof, to be
redeemed, and, unless the Company defaults in paying the Redemption Price, that
interest on Notes called for redemption (or the portion thereof) will cease to
accrue on and after said date,


 


(8)   the place or places where
such Notes are to be surrendered for payment of the Redemption Price,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE VI


 


PURCHASE OF NOTES AT THE OPTION
OF HOLDERS


 


SECTION 6.1         Purchase of Notes at Option of
Holders Upon Specified Purchase Dates.  (a) 
Each Holder of Notes shall have the right to require the Company to
purchase all or any part (equal to $1,000 in principal amount or an integral
multiple thereof) of such Holder’s Notes on November 15, 2007, November 15,
2012 and November 15, 2017 (each, a “Specified Purchase Date”), at 100%
of the principal amount thereof (the “Purchase Price”), plus accrued and
unpaid interest, if any, to such date of purchase.


 


(b)   The Company will have the option to pay the Purchase Price, in
whole or in part, for Notes delivered by Holders for purchase pursuant to this
Section 6.1 by delivering Common Shares in lieu of cash, subject to the
conditions set forth in Section 6.1(c) hereof. 
Upon election to pay the Purchase Price, in whole or in part, of the
Notes, and the delivery of a Company Notice (as defined below) of such
election, the Company may not change the form of components or percentages of
components of the Purchase Price, unless the conditions to deliver Common
Shares set forth in Section 6.1(c) are not satisfied.  In all cases, the Company will pay any accrued and unpaid
interest on the Notes purchased on any Specified Purchase Date in cash.


 


In the event that the Company elects to pay
the Purchase Price, in whole or in part, by delivery of Common Shares pursuant
to this Section 6.1(b), the Company shall deliver to the Paying Agent on behalf
of the Holders a number of Common Shares equal to the portion of the Purchase
Price to be paid in Common Shares divided by 97.5% of the Market Price of the
Common Shares, as adjusted to take into account any occurrence which results in
an adjustment to the Conversion Price pursuant to Section 12.6, Section 12.7,
Section 12.8, Section 12.9 or Section 12.10 hereof.  Fractional Common Shares will not be issued upon the purchase by
the Company of a Note.  Instead, the
Company will, at its option, either (1) pay cash based on the then-current
Market Price for all fractional shares on the NYSE or other principal United
States securities exchange upon which the Common Shares are then listed or, if
not so listed, on Nasdaq or (2) deliver a whole Common Share in lieu of such
fractional share.


 


(c)    The Company shall only have the right to pay the Purchase Price,
in whole or in part, in connection with any purchase of Notes pursuant to this
Section 6.1 by delivery of


 


33

















 


Common Shares if, on the applicable Specified
Purchase Date, the Common Shares to be delivered as payment of the Purchase
Price:


 


(1)   are registered under the
Securities Act or the Exchange Act, if required by applicable law;


 


(2)   are listed on the NYSE or
other principal United States securities exchange upon which the Common Shares
are then listed or, if not so listed, on Nasdaq; and


 


(3)   are qualified or registered
as necessary under any applicable state or other securities law or are eligible
for an available exemption therefrom.


 


In addition, the Trustee shall have received,
no later than the Specified Purchase Date, an Officers’ Certificate and an
Opinion of Counsel each stating that (A) the terms of the issuance and delivery
of the Common Shares are in conformity with this Indenture, (B) Common Shares
to be issued by the Guarantor in payment of the Purchase Price in respect of
the Notes have been duly authorized and, when issued and delivered pursuant to
the terms of this Indenture in payment of the Purchase Price in respect of the
Notes, will be validly issued, fully paid and non-assessable and, solely in the
case of such Opinion of Counsel, to the best of such counsel’s knowledge, will
be free from preemptive rights, (C) the conditions in clauses (1) through (3)
above have been satisfied and (D) in the case of such Officers’ Certificate,
that such Opinion of Counsel has been delivered to the Trustee.  Such Officers’ Certificate shall also set
forth the number of Common Shares to be issued or delivered for each $1,000
principal amount of Notes and the Sale Price of a Common Share on each trading
day during the period commencing on the first trading day of the
period during which the calculation set forth in Section 6.1(b) is
calculated and ending on the third trading day prior to the applicable
Specified Purchase Date.  The Company
may pay the Purchase Price, in whole or in part, by delivery of Common Shares
only if the information necessary to make the calculation set forth in Section
6.1(b) is published in a daily newspaper of national circulation.


 


If the foregoing conditions are not satisfied
with respect to a Holder prior to the close of Business on the applicable
Specified Purchase Date, the Company shall pay the Purchase Price of the Notes
of such Holder entirely in cash.


 


(d)   In connection with any purchase of Notes pursuant to this Section
6.1, the Company shall give notice to each Holder of Notes in the manner
provided for in Section 13.2 hereof no fewer than 30 Business Days nor more
than 60 Business Days prior to any Specified Purchase Date to each Holder of
Notes.  The Trustee shall give such
notice in the Company’s name and at the Company’s expense; provided, however,
that the Company shall deliver to the Trustee, not less than 45 Business Days
prior to the applicable Specified Purchase Date, an Officers’ Certificate
requesting that the Trustee give such notice (the “Company Notice”),  and setting forth the information to be
stated in such Company Notice, including, among other things:


 


(1)   the Specified Purchase Date,
the Purchase Price (and the amount of accrued and unpaid interest to the
Specified Purchase Date), the Conversion Rate and the Conversion Price;


 


34

















 


(2)   whether the Company elects
to pay the Purchase Price of the Notes in cash or Common Shares, or any
combination thereof, specifying the percentages of each;


 


(3)   if the Company elects to pay
any portion of the Purchase Price in Common Shares, a brief description of the
calculation of the number of Common Shares to be delivered in payment of the
Purchase Price;


 


(4)   that any Notes (or portion
thereof) accepted for payment (and duly paid on the Specified Purchase Date)
shall cease to accrue interest on the Specified Purchase Date;


 


(5)   that any Notes (or portion
thereof) not properly submitted will continue to accrue interest;


 


(6)   that Notes must be
surrendered to the Paying Agent to collect payment;


 


(7)   the name and address of the
Paying Agent and the Conversion Agent;


 


(8)   that Notes as to which a
Purchase Notice has been given may be converted if they are otherwise
convertible only in accordance with Article XII hereof and Paragraph 8 of the
Notes if the applicable Purchase Notice has been withdrawn in accordance with
the terms of this Indenture;


 


(9)   that the Purchase Price for
(plus accrued and unpaid interest, if any, to the Specified Purchase Date) any
Note as to which a Purchase Notice has been given and not withdrawn will be
paid promptly following the later of the Specified Purchase Date and the time
of surrender of such Note as described in (6);


 


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


 


(11)     a brief description of
the conversion rights of the Notes;


 


(12)     the CUSIP and ISIN number
of the Notes; and


 


(13)     all other instructions
and materials necessary to enable Holders to submit Notes on the Specified
Purchase Date.


 


(e)   Purchases of Notes under this Section 6.1 shall be made, at the
option of the Holder thereof, upon:


 


(1)   delivery to the Paying Agent
by the Holder of a written notice of purchase (a “Purchase Notice”)
during the period beginning at any time from the opening of business on the
date that is 30 Business Days prior to the relevant Specified Purchase Date
until the close of business two Business Days prior to such Specified Purchase
Date stating:


 


(A)          if
Definitive Notes have been issued, the certificate number of the Note which the
Holder will deliver to be purchased;


 


35

















 


(B)           the
principal amount of the Note (or portion thereof) which the Holder will deliver
to be purchased (which must be in principal amounts of $1,000 or an integral
multiple thereof, if less than all of the Notes are being delivered);


 


(C)           that
such Note shall be purchased by the Company as of the Specified Purchase Date
pursuant to the terms and conditions specified herein; and


 


(D)          whether,
in the event that the Company elects, pursuant to the Company Notice, to pay
the Purchase Price in Common Shares, in whole or in part, but the Purchase
Price is ultimately paid to the Holder entirely in cash because any of the
conditions to payment of the Purchase Price or portion thereof in Common Shares
is not satisfied prior to the close of business on the Specified Purchase Date
pursuant to Section 6.1(c), the Holder elects: (i) to withdraw the Purchase
Notice as to some or all of the Notes as to which such Purchase Notice relates
(stating the principal amount and certificate numbers, if any, of the Notes as
to which such withdrawal shall relate), or (ii) to receive cash in respect of
the entire Purchase Price for all Notes or portions of Notes subject to such
Purchase Notice; provided that if
the Purchase Notice states no such election, the Holder will be deemed to have
made the election set forth in clause (ii) above; and


 


(2)   delivery of such Note to the
Paying Agent prior to, on or after the Specified Purchase Date (together with
all necessary endorsements) at the offices of the Paying Agent, such delivery
being a condition to receipt by the Holder of the Purchase Price therefor; provided, however,
that such Purchase Price shall be so paid pursuant to this Section 6.1 only if
the Note so delivered to the Paying Agent shall conform in all respects to the
description thereof in the related Purchase Notice, as determined by the
Company.


 


Any purchase by the Company contemplated
pursuant to the provisions of this Section 6.1 shall be consummated by the
delivery of the cash or Common Shares or a combination thereof to be received
by the Holder promptly following the later of the Specified Purchase Date and
the time of delivery of the Note.


 


The Paying Agent shall promptly notify the
Company of the receipt by it of any Purchase Notice or written notice of
withdrawal thereof.


 


(f)            For
purposes of this Section 6.1 and Section 6.3 hereof, the delivery of any Common
Shares shall include, without limitation, the issuance of such Common Shares by
the Guarantor.


 


SECTION 6.2         Purchase of Notes at the Option of
Holders Upon a Change of Control. 
(a)  Upon the occurrence of a
Change of Control on or prior to November 15, 2007, each Holder of Notes shall
have the right to require the Company to purchase for cash all or any part
(equal to $1,000 in principal amount or an integral multiple thereof) of such
Holder’s Notes pursuant to the offer described below (the “Change Of Control
Offer”) at a purchase price in cash equal to the Purchase Price, plus
accrued and unpaid interest, if any, to the Change of Control Payment Date (as
defined below) (the “Change Of Control Payment”).


 


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(b)   Notice of a Change of Control shall be given in the manner
provided for in Section 13.2 hereof within 30 days following any Change of
Control, to each Holder of Notes.  The
Trustee shall give notice of the Change of Control Offer in the Company’s name
and at the Company’s expense; provided,
however, that the Company shall deliver to the Trustee, no more than
15 days following the Change of Control, an Officers’ Certificate requesting
that the Trustee give such notice and setting forth the information to be
stated in such notice, including, among other things:


 


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


 


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


 


(3)   the Conversion Rate and the
Conversion Price;


 


(4)   that the Notes which have
been tendered for payment may be converted if they are otherwise convertible
pursuant to Article XII hereof only if the election to tender has been properly
withdrawn in accordance with the terms of this Indenture;


 


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


 


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


 


(7)   that Notes must be
surrendered to the Paying Agent to collect payment;


 


(8)   the name and address of the
Paying Agent and the Conversion Agent;


 


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


 


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


 


(11)     a brief description of
the conversion rights of the Notes;


 


(12)     the CUSIP and ISIN number
of the Notes; and


 


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


 


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(c)   Purchases of Notes upon a Change of Control under this Section 6.2
shall be made upon:


 


(1)   delivery to the Paying Agent
by the Holder of a written notice of purchase (a “Change of Control Purchase
Notice”) at any time on or prior to the 30th day after the date
the Company delivers the Change of Control Notice stating:


 


(A)          if
Definitive Notes have been issued, the certificate number of the Note which the
Holder will deliver to be purchased;


 


(B)           the
principal amount of the Note (or portion thereof) which the Holder will deliver
to be purchased, which must be in principal amounts of $1,000 or an integral
multiple thereof, if less than all of the Notes are being delivered; and


 


(C)           that
such Note shall be purchased by the Company pursuant to the terms and
conditions specified herein; and


 


(2)   delivery of such Note to the
Paying Agent prior to, on or after the Change of Control Payment Date (together
with all necessary endorsements) at the offices of the Paying Agent, such
delivery being a condition to receipt by the Holder of the Change of Control
Payment therefor; provided, however, that such Change of Control
Payment shall be so paid pursuant to this Section 6.2 only if the Note so
delivered to the Paying Agent shall conform in all respects to the description
thereof in the related Change of Control Purchase Notice, as determined by the
Company.


 


Any purchase by the Company contemplated
pursuant to the provisions of this Section 6.2 shall be consummated by the
delivery of the cash to be received by the Holder promptly following the later
of the Change of Control Payment Date and the time of delivery of the Note.


 


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


 


SECTION 6.3         Terms of Purchase.  (a) 
Holders shall be entitled to withdraw their election if the Trustee
receives not later than one Business Day prior to the Specified Purchase Date
or Change of Control Payment Date, as applicable, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note which was delivered for purchase by the Holder and a statement
that such Holder is withdrawing his election to have such Note purchased.  The Trustee shall promptly notify the
Company in writing of the principal amount of Notes delivered for purchase by
the Holders or withdrawal thereof.


 


(b)   On or prior to each Specified Purchase Date or the Change of
Control Payment Date, as applicable, the Company shall irrevocably deposit with
the Trustee or with the Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 2.4 hereof) an
amount of money and/or arrange for the delivery of


 


38

















 


Common Shares to the Trustee or the Paying
Agent to be held on behalf of the Holders, as applicable, sufficient to pay the
aggregate Purchase Price, plus an amount of money sufficient to pay accrued and
unpaid interest, if any, payable to the Holders entitled thereto, to be held
for payment in accordance with this Section 6.3.  In the event that Common Shares are delivered to the Trustee or
the Paying Agent as payment of the Purchase Price, the Trustee or the Paying
Agent shall transfer such Common Shares to the Holders on the Specified
Purchase Date or Change of Control Payment Date, as applicable.


 


(c)   The Trustee or Paying Agent, as applicable, shall, on or promptly
after the Specified Purchase Date or Change of Control Payment Date, as
applicable, mail or deliver payment to each tendering Holder of the Purchase
Price of the Notes of such Holder delivered for purchase.  In the event that the aggregate Purchase
Price (plus accrued and unpaid interest, if any, to the Specified Purchase Date
or Change of Control Payment Date, as applicable) delivered by the Company to
the Trustee is less than the amount deposited with the Trustee, the Trustee
shall deliver the excess to the Company immediately after the Specified
Purchase Date or Change of Control Payment Date, as applicable.


 


(d)   Any Note which is tendered only in part (pursuant to the
provisions of this Article VI) shall be surrendered at the office or agency of
the Company maintained for such purpose pursuant to Section 3.3 hereof (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
make available for delivery to the Holder of such Note at the expense of the
Company, a new Note or Notes, of any authorized denomination as requested by
such Holder, in an aggregate principal amount equal to and in exchange for the
unpurchased portion of the principal of the Note so surrendered, provided that each such new Note will be
in a principal amount of U.S.$1,000 or integral multiple thereof.


 


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


 


ARTICLE VII


 


DEFAULTS AND REMEDIES


 


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


 


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


 


39

















 


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


 


(3)   the failure to issue and
deliver the Common Shares upon the due exercise of the conversion right in the
Notes by Holders of Notes to convert such Notes into Common Shares, and such
default continues for a period of 15 days;


 


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


 


(5)   the Company, the Guarantor
or any Subsidiary shall (i) default in making any payment of any principal of
any Indebtedness or of any material amounts under any other agreement to which
it is a party on the scheduled or original due date with respect thereto; or
(ii) default in making any payment of any interest on any such Indebtedness
beyond the period of grace, if any, provided in the instrument or agreement
under which such Indebtedness was created; or (iii) default in the observance
or performance of any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event shall occur or condition exist, the
effect of which default or other event or condition is to cause, or to permit
the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf
of such holder or beneficiary) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity or (in the case of
any such Indebtedness constituting a guarantee) to become payable; provided, that a default, event or
condition described in clause (i), (ii) or (iii) of this paragraph (5) shall
not at any time constitute an Event of Default unless, at such time, one or
more defaults, events or conditions of the type described in clauses (i), (ii)
and (iii) of this paragraph (5) shall have occurred and be continuing with
respect to Indebtedness or other amounts the outstanding principal amount of
which exceeds in the aggregate U.S.$50,000,000;


 


(6)   (i) the Company, the
Guarantor, a Designated Obligor or any Material Subsidiary shall commence any
case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding–up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part
of its assets, or the Company, the Guarantor, a Designated Obligor or any
Material Subsidiary shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against the Company, the Guarantor,
a Designated Obligor or any Material Subsidiary any case, proceeding or other
action of a nature referred to in clause (i) above that (A) results in the
entry of an order for relief or any such adjudication or appointment or (B)


 


40

















 


remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii) there
shall be commenced against the Company, the Guarantor, a Designated Obligor or
any Material Subsidiary any case, proceeding or other action seeking issuance
of a warrant of attachment, execution, distraint or similar process against all
or any substantial part of its assets that results in the entry of an order for
any such relief that shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) the Company,
the Guarantor, a Designated Obligor or any Material Subsidiary shall take any
action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) the Company, the Guarantor, a Designated Obligor or any Material
Subsidiary shall generally not, or shall be unable to, or shall admit in
writing its inability to, pay its debts as they become due;


 


(7)   one or more judgments or
decrees shall be entered against the Guarantor or any 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
U.S.$50,000,000 or more, and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 30 days from the
entry thereof; or


 


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


 


The foregoing will constitute Events of
Default whatever the reason for any such Event of Default and whether it is
voluntary or involuntary or is effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.


 


The Company shall deliver to the Trustee,
within 10 days after the occurrence thereof, written notice in the form of an
Officers’ Certificate of any Default or Event of Default under clauses (4),
(5), (6), (7) or (8) of this Section 7.1, which such notice shall contain the
status thereof and a description of the action being taken or proposed to be
taken by the Company in respect thereof.


 


SECTION 7.2         Acceleration.  (a) 
If an Event of Default occurs and is continuing, the Trustee by written
notice to the Company, or the Holders of at least 25% in outstanding principal
amount of the Notes by written notice to the Company and the Trustee, may, and
the Trustee at the request of such Holders shall, declare the principal of and
premium, if any, and accrued and unpaid interest on all the Notes to be due and
payable.  Upon such a declaration, such
principal, premium, if any, and accrued and unpaid interest shall be
immediately due and payable.  If an
Event of Default described in paragraph (6) of Section 7.1 hereof occurs and is
continuing, then in each and every such case, the principal amount of the
Notes, the premium, if any, and all accrued and unpaid interest shall be
immediately due and payable without any action or other act on the part of the
Trustee or the Holders.


 


41

















 


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


 


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


 


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


 


SECTION 7.4         Waiver of Past Defaults.  The Holders of a majority in principal
amount of the outstanding Notes by notice to the Trustee may (a) waive, by
their consent (including, without limitation consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), an existing
Default or Event of Default and its consequences except (i) a Default or Event
of Default in the payment of the principal of and premium, if any, or interest
on a Note or (ii) a Default or Event of Default in respect of a provision that
under Section 10.2 hereof cannot be amended without the consent of each
Noteholder affected and (b) rescind any such acceleration with respect to the
Notes and its consequences if (1) rescission would not conflict with any judgment
or decree of a court of competent jurisdiction and (2) all existing Events of
Default, other than the nonpayment of the principal of and premium, if any, and
interest on the Notes that have become due solely by such declaration of
acceleration, have been cured or waived. 
When a Default or Event of Default is waived, it is deemed cured, but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any consequent right.


 


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


 


42

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.8         Collection Suit by Trustee.  If an Event of Default specified in Section
7.1(1) or (2) hereof occurs and is continuing, the Trustee may recover judgment
in its own name and as trustee of an express trust against the Company for the
whole amount then due and owing (together with interest on any unpaid interest
to the extent lawful) and the amounts provided for in Section 8.7 hereof.


 


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


 


43

















 


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


 


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


 


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


 


THIRD:  to the Company.


 


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


 


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


 


ARTICLE
VIII


 


TRUSTEE


 


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


 


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


 


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


 


(2)   in the absence of bad faith
on its part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon


 


44

















 


certificates
or opinions furnished to the Trustee and conforming to the requirements of this
Indenture.  However, in the case of any
such certificates or opinions which by any provisions hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine such
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


45

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


46

















 


acquiring such conflicting interest, (ii)
apply to the Commission for permission to continue acting as Trustee or (iii) resign.


 


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


 


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


 


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


 


The Company agrees to notify promptly the
Trustee whenever the Notes become listed on any stock exchange and of any
delisting thereof.


 


SECTION 8.7         Compensation and Indemnity.  The Company shall pay to the Trustee from
time to time such compensation for its acceptance of this Indenture and
services hereunder as the Company and the Trustee shall from time to time agree
in writing.  The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express
trust.  The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, costs of preparing and reviewing reports,
certificates and other documents, costs of preparation and mailing of notices
to Noteholders and reasonable costs of counsel retained by the Trustee, in
addition to the compensation for its services. 
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and
experts.  The Company shall indemnify
the Trustee, and any predecessor Trustee and their agents, against any and all
loss, liability, damages, claims or expense (including reasonable attorneys’
fees and expenses) incurred by it without negligence or willful misconduct on
its part in connection with the administration of this trust and the
performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture (including this Section 8.7) and of defending itself
against any claims (whether asserted by any Noteholder, the Company or
otherwise).  The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity.


 


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Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder.  The Company shall defend the claim and the
Trustee may have separate counsel and the Company shall pay the fees and
expenses of such counsel, provided
that the Company shall not be required to pay such fees and expenses if it
assumes the Trustee’s defense, and, in the reasonable judgment of the Trustee,
there is no conflict of interest between the Company and the Trustee in
connection with such defense.  The Company
need not reimburse any expense or indemnify against any loss, liability or
expense incurred by the Trustee through the Trustee’s own willful misconduct,
negligence or bad faith.


 


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


 


The Company’s payment obligations pursuant to
this Section 8.7 shall survive the discharge of this Indenture or the earlier
resignation or removal of the Trustee. 
When the Trustee incurs expenses after the occurrence of a Default
specified in Section 7.1(6) hereof with respect to the Company, the expenses are
intended to constitute expenses of administration under any bankruptcy law.


 


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


 


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


 


(2)   the Trustee is adjudged
bankrupt or insolvent;


 


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


 


(4)   the Trustee otherwise
becomes incapable of acting.


 


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


 


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


 


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


 


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


 


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


 


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


 


In case at the time such successor or
successors by merger, conversion or consolidation to the Trustee shall succeed
to the trusts created by this Indenture, any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor trustee, and deliver such
Notes so authenticated; and in case at that time any of the Notes shall not have
been authenticated, any successor to the Trustee may authenticate such Notes
either in the name of any predecessor hereunder or in the name of the successor
to the Trustee; provided that the
right to adopt the certificate authentication of any predecessor Trustee or
authenticate Notes in the name of any predecessor Trustee shall only apply to
its successor or successors by merger, consolidation or conversion.


 


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


 


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


 


SECTION 8.12       Trustee’s Application for Instruction
from the Company.  Any application
by the Trustee for written instructions from the Company may, at the option of
the Trustee, set forth in writing any action proposed to be taken or omitted by
the Trustee under this Indenture and the date on and/or after which such action
shall be taken or such omission shall be effective.  The Trustee shall not be liable for any action taken by, or
omission of, the Trustee in


 


49

















 


accordance with a proposal
included in such application on or after the date specified in such application
(which date shall not be less than three Business Days after the date any
officer of the Company actually receives such application, unless any such
officer shall have consented in writing to any earlier date) unless prior to
taking any such action (or the effective date in the case of an omission), the
Trustee shall have received written instructions in response to such
application specifying the action to be taken or omitted.


 


ARTICLE IX


 


SATISFACTION AND DISCHARGE OF INDENTURE


 


SECTION 9.1         Satisfaction and Discharge of
Liability on Notes.  (a)  Subject to Section 9.1(b) hereof, when
(i)(x) the Company delivers to the Trustee all outstanding Notes (other than
Notes replaced pursuant to Section 2.9 hereof) for cancellation or (y) all
outstanding Notes not theretofore delivered for cancellation have become due
and payable, whether at maturity or upon redemption and the Company or the
Guarantor irrevocably deposits or causes to be deposited with the Trustee as
trust funds in trust solely for the benefit of the Holders money in U.S.
dollars, non-callable U.S. Government Securities, or a combination thereof, in
such amounts as will be sufficient without consideration of any reinvestment of
interest to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Trustee for cancellation for principal and
premium, if any, and accrued interest to the date of maturity or redemption,
(ii) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit or shall occur as a result of such deposit and such
deposit will not result in a breach or violation of, or constitute a default
under, any other instrument to which the Company or the Guarantor is a party or
by which the Company or the Guarantor is bound; and (iii) the Company or the
Guarantor has paid or caused to be paid all sums payable by it under this
Indenture and the Notes, then the Trustee shall acknowledge satisfaction and
discharge of this Indenture on demand of the Company (accompanied by an
Officers’ Certificate and an Opinion of Counsel stating that all conditions
precedent specified herein relating to the satisfaction and discharge of this
Indenture have been complied with) and at the cost and expense of the Company.


 


(b)   Notwithstanding the provisions of Section 9.1(a) hereof, the
Company’s obligations in Section 2.3, Section 2.4, Section 2.5, Section 2.12,
Section 3.3, Section 7.7 and Section 8.7 hereof and in this Article IX shall
survive until the Notes have been paid in full.  Thereafter, the Company’s obligations in Section 8.7, Section 9.3
and Section 9.4 hereof shall survive.


 


SECTION 9.2         Application of Trust Money.  The Trustee shall hold in trust money or
U.S. Government Securities deposited with it pursuant to this Article IX.  It shall apply the deposited money and the
money from U.S. Government Securities through the Paying Agent and in
accordance with this Indenture to the payment of principal of and premium, if
any, and interest on the Notes.


 


SECTION 9.3         Repayment to Company.  The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any excess money or securities
held by them upon payment of all the obligations under this Indenture.


 


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


 


SECTION 9.4         Indemnity for U.S. Government
Securities.  The Company shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against deposited U.S. Government Securities or the principal and
interest received on such U.S. Government Securities.


 


ARTICLE X


 


AMENDMENTS


 


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


 


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


 


(2)   to comply with Article IV or
Section 12.17 hereof in respect of the assumption by a Successor Guarantor of
an obligation of the Guarantor under this Indenture;


 


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


 


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


 


(5)   to secure the Notes;


 


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


 


(7)   to make provisions with
respect to the conversion rights in the Notes pursuant to Section 12.17 hereof;


 


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


 


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


 


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


 


51

















 


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


 


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


 


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


 


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


 


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


 


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


 


(5)   reduce the Redemption Price
or Purchase Price of any Note as described above under Article V or Article VI
hereof or any similar provision, whether through an amendment to or waiver of
Article V or Article VI hereof, a definition or otherwise;


 


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


 


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


 


(8)   make any change that
adversely affects the right of conversion in any Note in accordance with
Article XII hereof and Paragraph 8 of the Notes;


 


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


 


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


 


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


 


52

















 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 10.6       Trustee To Sign Amendments.  The Trustee shall sign any amendment
authorized pursuant to this Article X if the amendment does not affect the rights,
duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not sign it.  In signing such amendment the Trustee shall
be entitled to receive indemnity reasonably satisfactory to it and shall be
provided with, and (subject to Sections 8.1 and 8.2 hereof), shall be fully
protected in relying upon an Officers’ Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture and
that such amendment is the


 


53

















 


legal, valid and binding
obligation of the Company and the Guarantor, enforceable against them in
accordance with its terms, subject to customary exceptions and complies with
the provisions hereof (including Section 10.3 hereof).


 


ARTICLE XI


 


GUARANTEE


 


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


 


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


 


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


 


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


 


54

















 


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


 


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


 


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


 


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


 


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


 


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


 


55

















 


ARTICLE XII


 


CONVERSION OF NOTES


 


SECTION 12.1       Conversion Privilege.  Subject to and upon compliance with the
provisions of this Indenture, a Holder of a Note may convert such Note into
Common Shares, at any time prior to November 15, 2022, in accordance with the
terms of this Article XII and only in the circumstances set forth in Paragraph
8 of the Notes.  The Company shall
notify the Trustee (which shall in turn notify the Holders promptly upon
receipt of such notification from the Company) of the date on which the Notes
first become convertible (and, if the Notes cease to be convertible at any time
or from time to time, of the first date thereafter on which the Notes again
become convertible), which notification shall set forth the calculations on
which such determination was made.


 


The rate at which Common Shares shall be
issued by the Guarantor and delivered upon conversion (the “Conversion Rate”)
shall be initially 31.1137 Common Shares for each U.S.$1,000 principal amount
of Notes.  The Conversion Rate shall be
adjusted in certain circumstances as provided in this Article XII.  The price at which Common Shares shall be
issued and delivered upon conversion (the “Conversion Price”) shall at
any time be equal to U.S. $1,000 divided by the then applicable Conversion Rate
(and rounded to the nearest cent).


 


A Holder may convert a portion of the
principal amount of a Note if the portion converted is in a $1,000 principal
amount or an integral multiple of $1,000. 
Provisions of this Indenture or of the Note that apply to conversion of
all of a Note also apply to conversion of a portion of a Note.


 


For purposes of this Article XII, “fair
market value” means the fair market value, as determined in good faith by the
Board of Directors of the Guarantor (except as Section 12.8 otherwise provides
in the case of a Spin-off) and set forth in a certified resolution of the Board
of Directors of the Guarantor filed with the Trustee.


 


SECTION 12.2       Conversion Procedure.  To convert a Note, a Holder must satisfy the
requirements in Paragraph 8 of the Notes. The first Business Day on which the
Holder satisfies all those requirements and submits such Holder’s Notes for
conversion is hereinafter referred to as the “Conversion Date”.


 


As soon as practicable after the Conversion
Date, the Company shall deliver to the Holder, through the transfer agent for
the Common Shares, a certificate for, or a beneficial interest in a global
certificate representing, the number of Common Shares issuable upon the
conversion or exchange and cash in lieu of any fractional share determined
pursuant to Section 12.3.  The Company
and the Guarantor shall take all necessary actions to ensure that the Person in
whose name the certificate is registered is entered into the Guarantor’s share
register as a shareholder of record as of the close of business on the
Conversion Date, or as soon thereafter as is possible.  Upon conversion by a Holder of a Note in its
entirety, such person shall no longer be a Holder of such Note.


 


56

















 


No payment or adjustment will be made for
dividends on, or other distributions with respect to, any Common Shares except
as provided in this Article XII.  Upon
conversion of a Note, except as provided below with respect to interest payable
on Notes or portions thereof converted after a Record Date, that portion of
accrued and unpaid interest on the converted Notes attributable to the period
from the most recent Interest Payment Date through the Conversion Date shall
not be cancelled, extinguished or forfeited, but rather shall be deemed to be
paid in full to the Holder thereof through issuance and delivery of the Common
Shares (together with the cash payment, if any, in lieu of fractional shares)
for the Note being converted pursuant to the provisions hereof.  The Company will not adjust the Conversion
Rate to account for accrued interest, if any. If the Holder converts more than
one Note at the same time, the number of Common Shares issuable upon the
conversion shall be based on the total principal amount of the Notes converted.


 


The Notes or portions thereof surrendered for
conversion during the period from the close of business on any Record Date to
the opening of business on the date on which such interest is payable shall be
accompanied by payment to the Company or its order, in funds acceptable to the
Company, of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of the Notes or portions thereof being surrendered
for conversion.


 


If the last day on which a Note may be
converted is a Legal Holiday, the Note may be surrendered on the next
succeeding day that is not a Legal Holiday.


 


Upon surrender of a Note that is converted in
part, the Company shall execute, and the Trustee shall authenticate and deliver
to the Holder, a new Note in an authorized denomination equal in principal
amount to the unconverted portion of the Note surrendered.


 


SECTION 12.3       Fractional Shares.  The Guarantor will not issue fractional
Common Shares upon conversion of a Note. 
Instead, either (a) the Company or the Guarantor will pay cash based on
the then-current market value for all fractional shares on the NYSE or other
principal United States securities exchange upon which the Common Shares are
then listed or, if not so listed, on Nasdaq or (b) the Guarantor will issue a
whole Common Share in lieu of such fractional share.  The current market value of a fractional Common Share shall be
determined, to the nearest 1/1,000th of a share, by multiplying the
Sale Price on the last trading day immediately prior to the Conversion Date, of
a full share by the fractional amount and rounding the product to the nearest
whole cent.  In the event that a Holder
elects to have more than one Note converted, the number of Common Shares shall
be based on the aggregate principal amount of Notes to be converted.


 


SECTION 12.4       Taxes on Conversion.  If a Holder submits a Note for conversion,
the Company shall pay all documentary, transfer or stamp taxes or duties and
all other taxes or duties, if any, which may be imposed by the United States or
any political subdivision thereof or taxing authority thereof or therein with
respect to the issuance of Common Shares upon the conversion.  However, the Holder shall pay any such tax
which is due because the Holder requests the shares to be issued in a name
other than the Holder’s name.  The
Conversion Agent may refuse to deliver the certificates representing the Common
Shares being issued in a name other than the Holder’s name until the Conversion
Agent receives a sum sufficient to pay any tax


 


57

















 


which will be due because the
Common Shares are to be issued in a name other than the Holder’s name.  Nothing herein shall preclude any tax
withholding required by law or regulations.


 


SECTION 12.5       Guarantor To Provide Common Shares.  The Guarantor shall, prior to issuance of
any Notes under this Article XII, and from time to time as may be necessary,
reserve out of its authorized but unissued Common Shares a sufficient number of
Common Shares to permit the conversion of the Notes in accordance with their
terms.


 


All
Common Shares issued and delivered upon conversion of the Notes shall be newly
issued shares, shall be duly and validly issued and fully paid and
nonassessable, and shall be free from preemptive rights and free of any lien or
adverse claim.  The Company and the
Guarantor will endeavor promptly to comply with all Bermuda and U.S. federal
and state securities laws regulating the offer and the issuance and delivery of
Common Shares upon conversion of Notes, if any, and will list or cause to have
quoted such Common Shares on each national securities exchange or in the
over-the-counter market or such other market on which the Common Shares are
then listed or quoted.


 


SECTION 12.6       Adjustment for Change in Common Shares.  If, after the Issue Date of the Notes, the
Guarantor:


 


(1)   pays a dividend or makes
another distribution to all holders of its Common Shares payable exclusively in
Common Shares;


 


(2)   subdivides the outstanding
Common Shares into a greater number of Common Shares;


 


(3)   combines or consolidates and
divides the issued and outstanding Common Shares into a smaller number of
Common Shares; or


 


(4)   issues any Common Shares
pursuant to a reclassification of its Capital Stock (other than rights,
warrants or options for its Capital Stock),


 


then the Conversion Rate in effect
immediately prior to such action shall be adjusted so that the Holder of a Note
thereafter converted may receive the number of Common Shares which such Holder
would have owned immediately following such action if such Holder had converted
the Note immediately prior to the record date for such action.


 


The adjustment shall become effective
immediately after the record date in the case of a dividend or distribution and
immediately after the effective date in the case of a subdivision, combination,
consolidation and division or reclassification.


 


If after an adjustment a Holder of a Note
upon conversion of such Note may receive shares of two or more classes of
Capital Stock of the Guarantor, the Conversion Rate shall thereafter be subject
to adjustment upon the occurrence of an action taken with respect to any such
class of Common Shares as is contemplated by this Article XII with respect to
the Common Shares, on terms comparable to those applicable to Common Shares in
this Article XII.


 


58

















 


SECTION 12.7       Adjustment for Rights Issue.  If the Guarantor distributes any rights or
warrants to all holders of its Common Shares entitling them to purchase Common
Shares at a price per Common Share less than the Average Sale Price as of the
Time of Determination (except that no adjustment will be made if the Holders of
Notes may participate in the distribution without conversion on a basis and
with the notice that the Board of Directors of the Guarantor determines to be
fair and appropriate in light of the basis and notice on which holders of
Common Shares participate in the distribution), the Conversion Rate shall be adjusted
in accordance with the formula:


 


(O+N)


R’ = R x  ---------------------


(O + (N x P)/M)


 


where:


 


R’  =        the adjusted Conversion Rate.


 


R   =        the current Conversion Rate.


 


O   =                     the number of
Common Shares issued and outstanding on the record date for the distribution to
which this Section 12.7 is being applied.


 


N   =                       the number
of additional Common Shares offered pursuant to the distribution.


 


P   =        the offering price per share of the
additional Common Shares.


 


M   =                    the Average
Sale Price, minus, in the case of (i) a distribution to which Section 12.6(4)
applies or (ii) a distribution to which Section 12.8 or 12.9 applies, for
which, in each case, (x) the record date shall occur on or before the record
date for the distribution to which this Section 12.7 applies and (y) the
Ex-Dividend Time shall occur on or after the date of the Time of Determination
for the distribution to which this Section 12.7 applies, the fair market value
(on the record date for the distribution to which this Section 12.7 applies) of
the:


 


(1)  Common Shares of the
Guarantor distributed in respect of each Common Share in such Section 12.6(4)
distribution; or


 


(2)  the Guarantor’s debt,
securities or assets or certain rights, warrants or options to purchase
securities of the Guarantor distributed in respect of each Common Share in such
Section 12.8 or 12.9 distribution.


 


The adjustment shall become effective
immediately after the record date for the determination of shareholders
entitled to receive the rights, warrants or options to which this Section 12.7
applies.  If all of the Common Shares
subject to such rights, warrants or options have not been issued when such
rights, warrants or options expire, then the Conversion Rate


 


59

















 


shall promptly be readjusted to
the Conversion Rate which would then be in effect had the adjustment upon the
issuance of such rights, warrants or options been made on the basis of the
actual number of Common Shares issued upon the exercise of such rights, warrants
or options.


 


No adjustment shall be made under this
Section 12.7 if the application of the formula stated above in this Section
12.7 would result in a value of R’ that is equal to or less than the value of
R.


 


SECTION 12.8       Adjustment for Certain Distributions.  If the Guarantor distributes to all holders
of its Common Shares any of its debt, securities or assets or any rights,
warrants or options to purchase securities of the Guarantor (including
securities or cash, but excluding (x) distributions of Common Shares referred
to in Section 12.6, distributions of rights, warrants or options referred to in
Section 12.7 and cash distributions referred to in Section 12.9 and (y)
payments made to redeem rights issued under any present or future rights agreement
of the Guarantor) (except that no adjustment will be made if the Holders of
Notes may participate in the distribution without conversion on a basis and
with notice that the Board of Directors of the Guarantor determines to be fair
and appropriate in light of the basis and notice on which holders of the Common
Shares participate in the distribution), the Conversion Rate shall be adjusted,
subject to the provisions of the last paragraph of this Section 12.8, in
accordance with the formula:


 


R x M


R’ = ----------


(M - F)


 


where:


 


R’  =        the adjusted Conversion Rate.


 


R   =        the current Conversion Rate.


 


M   =       the Average Sale Price, minus, in the case of (i) a
distribution to  which Section 12.6(4)
applies or (ii) a distribution to which Section 12.7 or 12.9 applies, for
which, in each case, (x) the record date shall occur on or before the record
date for the distribution to which this Section 12.8 applies and (y) the
Ex-Dividend Time shall occur on or after the date of the Time of Determination
for the distribution to which this Section 12.8 applies, the fair market value
(on the record date for the distribution to which this Section
12.8 applies) of the:


 


(1)  Common Shares of the
Guarantor distributed in respect of each Common Share in such Section 12.6(4) distribution;
or


 


(2)  the Guarantor’s debt,
securities or assets or certain rights, warrants or options to purchase
securities of the Guarantor distributed in respect of each Common Share in such
Section 12.7 or 12.9 distribution.


 


60

















 


F   =        the fair market value (on the record date for the
distribution to which this Section 12.8 applies) of the assets, securities,
rights, warrants or options to be distributed in respect of each share of
Common Shares in the distribution to which this Section 12.8 is being applied
(including, in the case of cash dividends or other cash distributions giving
rise to an adjustment, all such cash distributed concurrently).


 


In the event the Guarantor distributes shares
of Capital Stock of a Subsidiary, the Conversion Rate will be adjusted, if at
all, based on the market value of the Subsidiary Capital Stock so distributed
relative to the market value of the Common Shares, as set forth below.  The Board of Directors of the Guarantor
shall determine fair market values for the purposes of this Section 12.8,
except that in respect of a dividend or other distribution of shares of Capital
Stock of any class or series, or similar equity interests, of or relating to a
Subsidiary or other business unit of the Guarantor (a “Spin-off”), the
fair market value of the securities to be distributed shall equal the average
of the daily Sales Prices of those securities for the five consecutive trading
days commencing on and including the sixth day of trading of those securities
after the effectiveness of the Spin-off and the average of the Sales Prices
shall mean the average Sales Prices for the Common Shares for the same five
trading days.  In the event, however,
that an underwritten initial public offering of the securities in the Spin-off
occurs simultaneously with the Spin-off, fair market value of the securities
distributed in the Spin-off shall mean the initial public offering price of
such securities and the Average Sale Price, for purposes of this sentence,
shall mean the Sales Price for the Common Shares on the same trading day.


 


The adjustment shall become effective
immediately after the record date for the determination of shareholders
entitled to receive the distribution to which this Section 12.8 applies, except
that an adjustment related to a Spin-off shall become effective at the earlier
to occur of (i) 10 trading days after the effective date of the Spin-off and
(ii) the initial public offering of the securities distributed in the Spin-off.


 


In the event that, with respect to any
distribution to which this Section 12.8 would otherwise apply, the difference
“M - F” as defined in the above formula is less than $1.00 or “F” is equal to
or greater than “M”, then the adjustment provided by this Section 12.8 shall
not be made and in lieu thereof the provisions of Section 12.17 shall apply to
such distribution.


 


SECTION 12.9       Adjustment for All Cash Distribution.  If the Guarantor shall pay or make a
dividend or other distribution consisting exclusively of cash to all holders of
its Common Shares (excluding any cash that is distributed (x) upon a merger,
amalgamation or consolidation to which Section 12.17 applies or (y) as part of
a distribution referred to in Section 12.8), in an aggregate amount that,
combined together with (1) the aggregate amount of any other such distributions
to all holders of Common Shares made exclusively in cash within the 12 months
preceding the date of payment of such distribution, and in respect of which no
Conversion Rate adjustment has been made, and (2) the aggregate amount of any
cash plus the fair market value of consideration payable in respect of any
tender or exchange offer by the Guarantor or any Subsidiary of the Guarantor
for all or any portion of the Common Shares concluded within the 12 months
preceding the date of payment of such distribution, and in respect of which no
Conversion Rate adjustment has been made, exceeds 10% of the product of the
Sale Price on the record date with respect to such distribution times the
number of shares of


 


61

















 


Common Shares outstanding on
such date, the Conversion Rate shall be adjusted, subject to the last paragraph
of this Section 12.9, in accordance with the following formula:


 


R x M


R’ =
----------


(M - C)


 


where:


 


R’  =        the adjusted Conversion Rate.


 


R   =        the current Conversion Rate.


 


M   =                    the Average
Sale Price, minus, in the case of (i) a distribution to which Section 12.6(4)
applies or (ii) a distribution to which Section 12.7 or 12.8 applies, for
which, in each case, (x) the record date shall occur on or before the record
date for the distribution to which this Section 12.9 applies and (y) the
Ex-Dividend Time shall occur on or after the date of the Time of Determination for
the distribution to which this Section 12.9 applies, the fair market value (on
the record date for the distribution to which this Section 12.9 applies) of
the:


 


(1)  Common Shares of the
Guarantor distributed in respect of each Common Share in such Section 12.6(4)
distribution; or


 


(2)  the Guarantor’s debt,
securities or assets or certain rights, warrants or options to purchase
securities of the Guarantor distributed in respect of each Common Share in such
Section 12.7 or 12.8 distribution.


 


C   =        the amount of (1) such cash dividend or
other distribution plus (2) the


aggregate amount of any other such distributions to all holders of
Common Shares made exclusively in cash within the 12 months preceding the date
of payment of such distribution, and in respect of which no Conversion Rate
adjustment has been made, plus (3) the aggregate amount of any cash plus the
fair market value of consideration payable in respect of any tender or exchange
offer by the Guarantor or any Subsidiary of the Guarantor for all or any
portion of the Common Shares concluded within the 12 months preceding the date
of payment of such distribution, and in respect of which no Conversion Rate
adjustment has been made, applicable to one Common Share.


 


The adjustment shall become effective
immediately prior to the opening of business on the day following the date
fixed for payment of such distribution.


 


In the event that, with respect to any
distribution to which this Section 12.9 would otherwise apply, the difference
“M - C” as defined in the above formula is less than $1.00 or “C”


 


62

















 


is equal to or greater than
“M”, then the adjustment provided by this Section 12.9 shall not be made and in
lieu thereof the provisions of Section 12.17 shall apply to such distribution.


 


SECTION 12.10     Adjustment
for Self Tender Offers.  If the
Guarantor or any Subsidiary of the Guarantor repurchases or acquires Common
Shares by way of a tender or exchange offer, other than an odd-lot offer by the
Guarantor or any of its Subsidiaries, for the Common Shares (excluding stock
options) to the extent that the offer involves aggregate consideration that,
together with (i) any cash and the fair market value of any other consideration
payable in respect of any tender or exchange offer by the Guarantor or any of
its Subsidiaries for Common Shares consummated within the 12 months preceding
the Expiration Time (as defined below), and in respect of which no Conversion
Rate adjustment has been made, and (ii) the aggregate amount of any all-cash
dividends or distributions to all holders of Common Shares made within the 12
months preceding the Expiration Time, and in respect of which no Conversion
Rate adjustment has been made, exceeds an amount equal to 10% of the Sale Price
of the Common Shares on the Business Day immediately preceding the Expiration
Time times the number of Common Shares outstanding on such day, the Conversion
Rate shall be adjusted in accordance with the formula:


 


F + (N x M)


R’ = R x
-----------------


(O x M)


 


where:


 


R’  =        the adjusted Conversion Rate.


 


R   =        the current Conversion Rate.


 


O   =                       the number
of Common Shares issued and outstanding (including any tendered or exchanged
shares) at the last time tenders of exchanges may be made pursuant to such tender
or exchange offer (the “Expiration Time”).


 


M   =                    the Sale Price
per Common Share on the trading day on the NYSE next succeeding the Expiration
Time.


 


F   =                         the sum
of (1) the fair market value of the aggregate consideration payable to
shareholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all Common Shares validly tendered or
exchanged and not withdrawn as of the Expiration Time (the shares deemed so
accepted, up to any such maximum, being referred to as the “Purchased Shares”)
plus (2) any cash and the fair market value of any other consideration payable
in respect of any tender or exchange offer by the Guarantor or any of its
Subsidiaries for Common Shares consummated within the 12 months preceding the
Expiration Time, and in respect of which no Conversion Rate adjustment has been
made, plus (3) the aggregate amount of any all-cash dividends or distributions
to all holders


 


63

















 


of Common Shares made within the 12 months preceding the Expiration
Time, and in respect of which no Conversion Rate adjustment has been made.


 


N   =                       the number
of Common Shares (less any Purchased Shares) at the Expiration Time.


 


The adjustment shall become effective immediately
prior to the opening of business on the day following the Expiration Time.


 


SECTION 12.11     Adjustment
for Third Party Tender Offers.  If
any Person (the “Acquiror”) other than the Guarantor or any Subsidiary
of the Guarantor acquires Common Shares by way of a tender or exchange offer
for the Common Shares (excluding stock options), to the extent that the offer
involves aggregate consideration that, together with (i) any cash and the fair
market value of any other consideration payable in respect of any tender or
exchange offer by the Acquiror for Common Shares consummated within the 12
months preceding the Expiration Time (as defined below), and in respect of
which no Conversion Rate adjustment has been made, and (ii) the aggregate
amount of any all-cash dividends or distributions to all holders of Common
Shares made within the 12 months preceding the Expiration Time, and in respect
of which no a Conversion Rate adjustment has been made, exceeds an amount equal
to 10% of the Sale Price of the Common Shares on the Business Day immediately
preceding the Expiration Time times the number of Common Shares outstanding on
such day, the Conversion Rate shall be adjusted in accordance with the formula:


 


F + (N x M)


R’ = R x
-----------------


(O x M)


 


where:


 


R’  =        the adjusted Conversion Rate.


 


R   =        the current Conversion Rate.


 


O   =        the number of Common Shares issued and outstanding (including
any tendered or exchanged shares) at the Expiration Time.


 


M   =                    the Sale Price
per Common Share on the trading day on the NYSE next succeeding the Expiration
Time.


 


F   =                         the sum
of (1) the fair market value of the aggregate consideration payable to
shareholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of the Purchased Shares plus (2) any cash and
the fair market value of any other consideration payable in respect of any
tender or exchange offer by the Acquiror for Common Shares consummated within
the 12 months preceding the Expiration Time,


 


64

















 


and in respect of which no Conversion Rate adjustment has been made,
plus (3) the aggregate amount of any all-cash dividends or distributions to all
holders of Common Shares made within the 12 months preceding the Expiration
Time, and in respect of which no Conversion Rate adjustment has been made.


 


N   =                       the number
of Common Shares (less any Purchased Shares) at the Expiration Time.


 


The adjustment shall become effective
immediately prior to the opening of business on the day following the
Expiration Time.


 


Notwithstanding the foregoing, the adjustment
set forth in this Section 12.12 shall not be made if (1) after taking into
account the Purchased Shares, less than 25% of the outstanding Common Shares
are owned by the Acquiror or its Affiliates, taken as a whole, or (2) as of the
Expiration Time, the offering documents in connection with the tender offer or
exchange offer disclose a plan or intention on the part of the Acquiror to
engage in a transaction as described under Article IV hereof.


 


SECTION 12.12     When
Adjustment May Be Deferred.  No
adjustment in the Conversion Rate need be made unless the adjustment would
require an increase or decrease of at least 1% in the Conversion Rate.  Any adjustments that are not made shall be
carried forward and taken into account in any subsequent adjustment.


 


All calculations under this Article XII shall
be made to the nearest cent or to the nearest 1/1,000th of a share, as the case
may be.


 


SECTION 12.13     When
No Adjustment Required.  Notwithstanding
any provision of this Indenture to the contrary herein, no adjustment to the
Conversion Rate need be made as a result of:


 


(1)   (i) the issuance of the
rights; (ii) the distribution of separate certificates representing the rights;
(iii) the exercise or redemption of the rights in accordance with any rights
agreement; or (iv) the termination, expiration or invalidation of the rights,
in each case, pursuant to the Guarantor’s existing shareholders rights plan, as
amended, modified, or supplemented from time to time or any newly adopted
shareholders rights plans;


 


(2)   upon the issuance of any
Common Shares pursuant to any present or future plan providing for the
capitalization or reinvestment of dividends or interest payable on securities
of the Guarantor and the investment of additional optional amounts in Common
Shares under any plan;


 


(3)   upon the issuance of any
Common Shares or options or rights to purchase those shares pursuant to any
present or future employee, director or consultant benefit plan or program of
or assumed by the Guarantor or any of its Subsidiaries; or


 


65

















 


(4)   upon the issuance of any
Common Shares pursuant to any option, warrant, right, or exercisable,
exchangeable or convertible security outstanding as of the date the Notes were
first issued.


 


No adjustment need be made for a change in
the par value of the Common Shares.


 


To the extent the Notes become convertible
pursuant to this Article XII in whole or in part into cash, no adjustment need
be made thereafter as to the cash. Interest will not accrue on the cash.


 


SECTION 12.14     Notice
of Adjustment.  Whenever the
Conversion Rate is adjusted, the Company and the Guarantor shall promptly mail
to Holders a notice of the adjustment. 
The Company and the Guarantor shall file with the Trustee and the
Conversion Agent such notice briefly stating the facts requiring the adjustment
and the manner of computing it.  The
certificate shall be conclusive evidence that the adjustment is correct.  Neither the Trustee nor any Conversion Agent
shall be under any duty or responsibility with respect to any such certificate
except to exhibit the same to any Holder desiring inspection thereof.


 


SECTION 12.15     Voluntary
Increase.  The Company and the Guarantor
from time to time may increase the Conversion Rate by any amount at any time
for at least 20 days, so long as the increase is irrevocable during such
period.  Whenever the Conversion Rate is
increased, the Company and the Guarantor shall mail to Noteholders and file
with the Trustee and the Conversion Agent a notice of the increase.  The Company and the Guarantor shall mail the
notice at least 15 days before the date the increased Conversion Rate takes
effect.  The notice shall state the
increased Conversion Rate and the period it will be in effect. A voluntary
increase of the Conversion Rate does not change or adjust the Conversion Rate
otherwise in effect for purposes of Section 12.6, 12.7, 12.8, 12.9 or 12.10.


 


SECTION 12.16     Notice
of Certain Transactions.  If:


 


(a)   the Guarantor takes any action that would require an adjustment in
the Conversion Rate pursuant to Section 12.6, 12.7, 12.8, 12.9 or 12.10 (unless
no adjustment is to occur pursuant to Section 12.12); or


 


(b)   the Guarantor takes any action that would require a supplemental
indenture pursuant to Section 12.17; or


 


(c)   there is a liquidation or dissolution of the Guarantor;


 


then the Company and the Guarantor shall,
subject to all applicable law, mail to Holders and file with the Trustee and
the Conversion Agent a notice stating the proposed record date for a dividend
or distribution or the proposed effective date of a combination, subdivision,
reclassification, consolidation, merger, amalgamation, binding share exchange,
transfer, liquidation or dissolution. 
The Company and the Guarantor shall file and mail the notice at least 15
days before such date.  Failure to file
or mail the notice or any defect in it shall not affect the validity of the
transaction.


 


66

















 


SECTION 12.17     Reorganization
of Guarantor; Special Distributions. 
If the Guarantor is a party to a transaction subject to Article IV
(other than a sale of all or substantially all of the properties and assets of
the Guarantor in a transaction in which the holders of Common Shares
immediately prior to such transaction do not receive securities, cash or other
assets of the Guarantor or any other person) or a merger or amalgamation which
reclassifies or changes its issued and outstanding Common Shares, the person
obligated to deliver securities, cash or other assets upon conversion of Notes
shall enter into a supplemental indenture. 
If the issuer of securities deliverable upon conversion of Notes is an
Affiliate of the Successor Guarantor, that issuer shall join in the
supplemental indenture.


 


The supplemental indenture shall provide that
the Holder of a Note may convert it into the kind and amount of securities,
cash or other assets which such Holder would have received immediately after the
consolidation, merger, amalgamation or transfer if such Holder had converted
the Note immediately before the effective date of the transaction, assuming (to
the extent applicable) that such Holder (i) was not a party or an Affiliate of
a party to such transaction; (ii) made no election with respect thereto; and
(iii) was treated alike with the plurality of non-electing Holders.  The supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practical to the
adjustments provided for in this Article XII. 
The Successor Guarantor shall mail to Noteholders a notice briefly
describing the supplemental indenture.


 


If this Section 12.17 applies, neither
Section 12.6 nor 12.7 applies.


 


If the Guarantor makes a distribution to all
holders of its Common Shares of any of its debt, securities or assets or any
rights, warrants or options to purchase securities of the Guarantor or any cash
that, but for the provisions of the last paragraph of Section 12.8 or 12.9,
would otherwise result in an adjustment in the Conversion Rate pursuant to the
provisions of Section 12.8 or 12.9, then, from and after the record date for
determining the holders of Common Shares entitled to receive the distribution,
a Holder of a Note that converts such Note in accordance with the provisions of
this Indenture shall upon such conversion be entitled to receive, in addition
to the Common Shares into which the Note is convertible, the kind and amount of
securities, cash or other assets comprising the distribution that such Holder
would have received if such Holder had converted the Note immediately prior to
the record date for determining the holders of Common Shares entitled to
receive the distribution.


 


SECTION 12.18     Guarantor
Determination Final.  Any determination
that the Guarantor or the Board of Directors of the Guarantor must make
pursuant to Section 12.3, 12.6, 12.7, 12.8, 12.9, 12.10, 12.11, 12.12, 12.13,
12.17 or 12.20 shall be conclusive and binding upon the Holders of the Notes,
absent manifest error.


 


SECTION 12.19     Trustee’s
Adjustment Disclaimer.  The Trustee
has no duty to determine when an adjustment under this Article XII should be
made, how it should be made or what it should be.  The Trustee has no duty to determine whether a supplemental indenture
under Section 12.17 need be entered into or whether any provisions of any
supplemental indenture are correct.  The
Trustee shall not be accountable for and makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Notes.  The Trustee shall not be


 


67

















 


responsible for either the
Company’s or Guarantor’s failure to comply with this Article XII.  Each Conversion Agent shall have the same
protection under this Section 12.19 as the Trustee.


 


SECTION 12.20     Simultaneous
Adjustments.  In the event that this
Article XII requires adjustments to the Conversion Rate under more than one of
Sections 12.6(4), 12.7, 12.8 or 12.9, and the record dates for the distributions
giving rise to such adjustments shall occur on the same date, then such
adjustments shall be made by applying, first, the provisions of Section 12.6,
second, the provisions of Section 12.8, third, the provisions of Section 12.7
and, fourth, the provisions of Section 12.9.


 


SECTION 12.21     Successive
Adjustments.  After an adjustment to
the Conversion Rate under this Article XII, any subsequent event requiring an
adjustment under this Article XII shall cause an adjustment to the Conversion
Rate as so adjusted.


 


SECTION 12.22     Restriction
on Common Shares Issuable upon Conversion. 
(a)  Common Shares to be issued
upon conversion of the Notes prior to the effectiveness of a Shelf Registration
Statement shall be represented by a certificate or in the form of beneficial
interests in book-entry Common Shares registered in the name of DTC or a
nominee thereof to the holders converting such Notes, and the certificate or
certificates representing such Common Shares shall bear the following legend
(the “Common Shares Restrictive Legend”) unless removed in accordance
with Section 12.22(c):


 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF BUNGE LIMITED THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF
THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO, INCLUDING THE RELATED
NOTE) OR (Y) BY ANY HOLDER THAT WAS AN “AFFILIATE” (WITHIN THE MEANING OF RULE
144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE
MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO
BUNGE LIMITED, (2) IF AND ONLY IF THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE)
UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF BUNGE LIMITED THAT IT IS (1)
A QUALIFIED


 


68

















 


INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON
AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT
SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S
UNDER THE SECURITIES ACT.  IN ANY CASE
THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING
TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES
ACT.”


 


(b)   If (i) Common Shares to be issued upon conversion of a Note prior
to the effectiveness of a Shelf Registration Statement are to be registered in
a name other than that of the holder of such Note or (ii) Common Shares
represented by a certificate bearing the Common Shares Restrictive Legend are
transferred subsequently by such holder, then, unless the Shelf Registration
Statement has become effective and such shares are being transferred pursuant
to the Shelf Registration Statement, the holder must deliver to the transfer
agent for the Common Shares a certificate in substantially the form of Exhibit
E as to compliance with the restrictions on transfer applicable to such Common
Shares, and neither the transfer agent nor the registrar for the Common Shares
shall be required to register any transfer of such Common Shares not so
accompanied by a properly completed certificate.


 


(c)   Except for transfers in connection with a Shelf Registration
Statement, if certificates representing Common Shares are issued upon the
registration of transfer, exchange or replacement of any other certificate
representing Common Shares bearing the Common Shares Restrictive Legend, or if
a request is made to remove such Common Shares Restrictive Legend from
certificates representing Common Shares, the certificates so issued shall bear
the Common Shares Restrictive Legend, or the Common Shares Restrictive Legend
shall not be removed, as the case may be, unless there is delivered to the
Guarantor such satisfactory evidence, which, in the case of a transfer made
pursuant to Rule 144 under the Securities Act, may include an opinion of
counsel as may be reasonably required by the Guarantor, that neither the legend
nor the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A, Rule 144 or
Regulation S under the Securities Act or that such Common Shares are securities
that are not “restricted” within the meaning of Rule 144 under the Securities
Act.  Upon provision to the Guarantor of
such reasonably satisfactory evidence, the Guarantor shall cause the transfer
agent for the Common Shares to countersign and deliver certificates
representing Common Shares that do not bear the legend.


 


ARTICLE XIII


 


MISCELLANEOUS


 


SECTION 13.1       Trust Indenture Act Controls.  If any provision of this Indenture limits,
qualifies or conflicts with another provision which is required to be included
in this Indenture by the Trust Indenture Act, the provision required by the
Trust Indenture Act shall control.  The
Guarantor in addition to performing its obligations under the Guarantee shall
perform such other obligations as may be imposed upon it with respect to this
Indenture under the Trust Indenture Act.


 


SECTION 13.2       Notices.  Any notice or communication shall be in writing and (a) delivered
in person, (b) sent by a recognized overnight delivery service (with charges
prepaid),


 


69

















 


or (c) sent by telecopy if the
sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), addressed as follows:


 


If to the Company:


 


Bunge Limited Finance Corp.

11720 Borman Drive

St. Louis, Missouri 63146

Attention:  Francis X. Marchiony

Telephone:   (314) 292-6538

Telecopy:     (314) 292-6530


 


 


If to the Guarantor:


 


Bunge Limited

50 Main Street

White Plains, New York  10606

Attention:  Morris M. Kalef / Carey
Dubois

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

Telecopy:    (914) 684-3443


 


if to the Trustee:


 


The Bank of New York

Corporate Trust Administration

101 Barclay Street, 21st Floor West

New York, New York 10286

Attention:  Thomas E. Tabor

Telephone:  (212) 815-5381

Telecopy:    (212) 815-5802/5803


 


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


 


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


 


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


 


SECTION 13.3       Communication by Holders with other
Holders.  Noteholders may
communicate pursuant to Trust Indenture Act, Section 312(b) with other
Noteholders with


 


70

















 


respect to their rights under
this Indenture or the Notes.  The
Company, the Trustee, the Registrar and anyone else shall have the protection
of Trust Indenture Act, Section 312(c).


 


SECTION 13.4       Certificate and Opinion as to
Conditions Precedent.  Upon any request
or application by the Company to the Trustee to take or refrain from taking any
action under this Indenture, the Company shall furnish to the Trustee:


 


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


 


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


 


SECTION 13.5       Statements Required in Certificate or
Opinion.  Each certificate or
opinion with respect to compliance with a covenant or condition provided for in
this Indenture shall include:


 


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


 


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


 


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


 


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


 


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


 


SECTION 13.6       When Notes Disregarded.  In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or
consent, Notes owned by the Company or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company shall be disregarded and deemed not to be outstanding, except that,
for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes which a Trust
Officer of the Trustee actually knows are so owned shall be so
disregarded.  Also, subject to the
foregoing, only Notes outstanding at the time shall be considered in any such
determination.


 


SECTION 13.7       Rules by Trustee, Paying Agent,
Conversion Agent and Registrar.  The
Trustee may make reasonable rules for action by, or a meeting of, Noteholders.


 


71

















 


The Registrar, the Paying Agent
and the Conversion Agent may make reasonable rules for their functions.


 


SECTION 13.8       Legal Holidays.  A “Legal Holiday” is a Saturday, a Sunday or
other day on which commercial banking institutions are authorized or required
to be closed in New York, New York or Hamilton, Bermuda.  If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.  If a regular record date is a Legal Holiday,
the record date shall not be affected.


 


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


 


SECTION 13.10     No
Recourse Against Others.  An
incorporator, director, officer, employee, affiliate or stockholder of the
Company or the Guarantor, solely by reason of this status, shall not have any
liability for any obligations of the Company under the Notes, this Indenture or
the Guarantee or for any claim based on, in respect of or by reason of such
obligations or their creation.  By
accepting a Note, each Noteholder shall waive and release all such
liability.  The waiver and release shall
be part of the consideration for the issue of the Notes.


 


SECTION 13.11     Successors.  All agreements of the Company in this
Indenture and the Notes shall bind their respective successors.  All agreements of the Trustee in this
Indenture shall bind its successors.


 


SECTION 13.12     Consent
to Jurisdiction.  The Guarantor
irrevocably submits to the jurisdiction of any New York state or U.S. federal
court sitting in the Borough of Manhattan, The City of New York, in any action
or proceeding relating to its obligations, liabilities or any other matter
arising out of or in connection with this Indenture or the Notes.  The Guarantor hereby irrevocably agrees that
all claims in respect of any such action or proceeding may be heard and
determined in such New York state or U.S. federal court.  The Guarantor also hereby irrevocably
waives, to the fullest extent permitted by law, any objection to venue or the
defense of an inconvenient forum to the maintenance of any such action or
proceeding in any such court.


 


SECTION 13.13     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 13.12 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.


 


72

















 


SECTION 13.14     Waiver
of Immunities.  To the extent that
the Guarantor or any of its properties, assets or revenues may have or may
hereafter become entitled to, or have attributed to them, any right of
immunity, on the grounds of sovereignty, from any legal action, suit or
proceeding, from set-off or counterclaim, from the jurisdiction of any court, from
service of process, from attachment upon or prior to judgment, or from
attachment in aid of execution of judgment, or from execution of judgment, or
other legal process or proceeding for the giving of any relief or for the
enforcement of any judgment, in any jurisdiction in which proceedings may at
any time be commenced, with respect to its obligations, liabilities or any
other matter under or arising out of or in connection with this Indenture or
the Notes, the Guarantor hereby irrevocably and unconditionally, to the extent
permitted by applicable law, waives and agrees not to plead or claim any such
immunity and consents to such relief and enforcement.


 


SECTION 13.15     Foreign
Taxes. Any payments by the Guarantor to the Trustee or the Noteholders
hereunder shall be made free and clear of, and without deduction or withholding
for or on account of, any and all present and future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or
any other foreign jurisdiction in which the Guarantor or any Subsidiary has an
office from which payment is made or deemed to be made, excluding any such tax
imposed by reason of the Trustee or any Noteholder having some connection with
any such jurisdiction other than its participation as the Trustee or Noteholder
under the Indenture (all such taxes, “Foreign Taxes”).  If the Guarantor is prevented by operation
of law or otherwise from paying, causing to be paid or remitting that portion
of amounts payable hereunder represented by Foreign Taxes withheld or deducted,
then amounts payable under this Indenture shall, to the extent permitted by
law, be increased to such amount as is necessary to yield and remit to the
Trustee and the Noteholders an amount which, after deduction of all Foreign
Taxes (including all Foreign Taxes payable on such increased payments) equals
the amount that would have been payable if no Foreign Taxes applied.


 


SECTION 13.16     Judgment
Currency.  If for the purposes of
obtaining judgment in any court it is necessary to convert a sum due hereunder
into any currency other than U.S. dollars, the parties hereto agree, to the
fullest extent permitted by law, that the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee or any
Holder, as the case may be, could purchase U.S. dollars with such other
currency in New York City on the Business Day preceding that on which final
judgment is given.  The obligation of
the Guarantor with respect to any sum due from it to the Trustee or any Holder
shall, notwithstanding any judgment in a currency other than U.S. dollars, be
discharged only if and to the extent that on the first Business Day following
receipt by the Trustee or such Holder, as the case may be, of any sum adjudged
to be so due in such other currency, the Trustee or such Holder may in
accordance with normal banking procedures purchase U.S. dollars with such other
currency.  If the U.S. dollars so
purchased are less than the sum originally due to the Trustee or such Holder
hereunder, the Guarantor agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify the Trustee or such Holder against such loss.  If the U.S. dollars so purchased are greater
than the sum originally due to the Trustee or such Holder hereunder, the
Trustee or such Holder, as the case may be, agrees to pay to the Guarantor an
amount equal to the excess of the U.S. dollars so purchased over the sum originally
due to the Trustee or such Holder hereunder.


 


73

















 


SECTION 13.17     No
Bankruptcy Petition Against the Borrower; Liability of the Borrower.  Each of the Noteholders and the Trustee
hereby covenants and agrees that, prior to the date which is one year and one
day after the payment in full of the last maturing Note and all other
Indebtedness of the Company ranking equal with or junior to the Notes in right
of payment, it will not institute against, or join with or assist any other
Person in instituting against, the Company, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any applicable insolvency laws.


 


Notwithstanding any other provision hereof,
the sole remedy of any Noteholder, the Trustee or any other Person against the
Company in respect of any obligation, covenant, representation, warranty or
agreement of the Company under or related to this Indenture or the Notes shall
be against the assets of the Company. 
Neither the Trustee, nor any Noteholder nor any other Person shall have
any claim against the Company to the extent that such assets are insufficient
to meet such obligations, covenant, representation, warranty or agreement (the
difference being referred to herein as a “shortfall”) and all claims in
respect of the shortfall shall be extinguished; provided, however, that the
provisions of this Section 13.17 apply solely to the obligations of the Company
and shall not extinguish such shortfall or otherwise restrict such Person’s
rights or remedies against the Guarantor for purposes of the obligations of the
Guarantor to any Person under the Guarantee.


 


The provisions of this Section 13.17 shall
survive the termination of this Indenture and the resignation or removal of the
Trustee.


 


SECTION 13.18     Multiple
Originals.  The parties may sign any
number of copies of this Indenture. 
Each signed copy shall be an original, but all of them together
represent the same agreement.  One
signed copy is enough to prove this Indenture.


 


SECTION 13.19     Qualification
of Indenture.  The Company shall
qualify this Indenture under the Trust Indenture Act in accordance with the
terms and conditions of the Registration Rights Agreement and shall pay all
reasonable costs and expenses (including attorneys’ fees and expenses for the
Company, the Trustee and the Holders) incurred in connection therewith,
including, but not limited to, costs and expenses of qualification of this
Indenture and the Notes and printing this Indenture and the Notes.  The Trustee shall be entitled to receive
from the Company any such Officers’ Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such qualification
of this Indenture under the Trust Indenture Act.


 


SECTION 13.20     Table
of Contents; Headings.  The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.


 


74

















 


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


 


	
   

  	
  BUNGE
  LIMITED FINANCE CORP., as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Morris
  Kalef

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Morris Kalef

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUNGE
  LIMITED, as Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  W. Wells

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William W.
  Wells

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Morris
  Kalef

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Morris Kalef

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF
  NEW YORK, as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  E. Tabor

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas E.
  Tabor

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
										



 


75

















EXHIBIT A


 


[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: 

  	
   

  






 


3 3⁄4% 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.


 


A-1

















 


 


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


 


 


	
   

  	
  BUNGE
  LIMITED FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  TRUSTEE’S
  CERTIFICATE OF
  AUTHENTICATION

  	 

	
   

  	 

	
  THE BANK OF
  NEW YORK,

  	 

	
  as Trustee,
  certifies that this is one of

  the Notes referred to in the Indenture.

  	 

	
   

  	 

	
   

  	 

	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	 

	
   

  	
   

  	 

	
  Date:                                           
  , 2002

  	 

				



 


A-2

















 


[FORM OF REVERSE SIDE OF 

INITIAL NOTE AND SUBSEQUENT NOTE]


 


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.


 


A-3

















 


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.


 


A-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.


 


A-5

















 


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 


 


A-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.


 


A-7

















 


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 


 


A-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,


 


A-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,


 


A-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


 


A-11

















 


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

  
	
   

  	
   

  	
   

  	
   

  
	
  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.

  



 


A-12

















 


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


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature
  must be guaranteed)

  	
  Signature

  
			



 


 


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


 


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


 


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


 


	
   

  	
   

  
	
  Dated:

  



 


A-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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-14

















 


EXHIBIT B


 


[Date]


 


Bunge Limited Finance Corp.

c/o The Bank of New York

101 Barclay Street

21st Floor West

New York, New York  10286

Attention:  Corporate Trust
Administration


 


Re:          Bunge Limited Finance
Corp.

 33⁄4% Convertible Notes Due 2022 (the
“Notes”)


 


Dear Sirs:


 


This
certificate is delivered to request a transfer of
U.S.$               
principal amount of the 33⁄4% Convertible Notes Due 2022 (the “Notes”) of Bunge
Limited Finance Corp. (the “Company”).


 


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


 


Name:


 


Address:


 


Taxpayer ID
Number:


 


The
undersigned represents and warrants to you that:


 


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


 


2.             We understand that
the Notes and any Common Shares issuable upon conversion of the Notes have not
been registered under the Securities Act and, unless so registered, may not be
sold except as permitted in the following sentence.  We agree on our own behalf and on behalf of any investor account
for which we are purchasing Notes to offer, sell or otherwise transfer such
Notes or any Common Shares issuable upon conversion of the Notes prior to the
date which is two years after the later of the date of original issue and the
last date on 


 


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


 


	
   

  	
  TRANSFEREE:

  	
   

  
	
   

  
	
   

  	
  BY:

  	
   

  
				



 


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EXHIBIT C


 


[Date]


 


Bunge Limited Finance Corp.

c/o The Bank of New York

101 Barclay Street

21st Floor West

New York, New York  10286

Attention:  Corporate Trust
Administration


 


Re:          Bunge Limited Finance
Corp.

33⁄4% Convertible Notes Due 2022 (the “Notes”)


 


Ladies and Gentlemen:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


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  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  [Name of
  Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized Signature

  



 


 


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EXHIBIT D


 


FORM OF CONVERSION NOTICE


 


[NOTICE PURSUANT TO SECTION 12.2 OF THE INDENTURE]


 


The Bank of New York

101 Barclay Street

21st Floor West

New York, New York  10286

Attention:  Corporate Trust
Administration


 


Re:  Bunge Limited Finance Corp. 33⁄4% Convertible
Notes Due 2022 (the “Notes”)


 


Reference is
hereby made to the Indenture, dated as of November 27, 2002 (the “Indenture”),
among Bunge Limited Finance Corp., as Issuer, Bunge Limited, as Guarantor, and
The Bank of New York, as Trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


This letter
relates to the Notes specified below, which are registered in the name of the
undersigned (the “Holder”).  The Holder
hereby irrevocably exercises its right to convert such Notes, or the portion
thereof, if any, specified below, into Common Shares and, except to the extent
specified or required as described below, directs that certificates
representing such Common Shares, together with any check in payment for a
fractional share and any Note representing any unconverted principal amount, be
issued and delivered through the facilities of DTC, for credit to the
account(s) of the Person(s) indicated below.


 


The Holder
acknowledges and agrees that no Common Shares will be issued and delivered on
conversion until any amount payable by the Holder on account of interest is
paid, any certificates evidencing specified Notes not held in book-entry form
are duly endorsed or assigned to the Company or in blank and surrendered and
any taxes or other charges or documents required in connection with a transfer
on conversion, and any other required items, are delivered to the Conversion
Agent.


 


The Holder
acknowledges and agrees that, notwithstanding this request for conversion, the
Company may require that the Common Shares issued and delivered on conversion
of the specified Notes be issued and delivered in certificated form subject to
a restrictive legend, or that additional certifications be delivered on behalf
of the relevant beneficial owner(s), if it determines that doing so is
necessary to comply with the requirements of the Securities Act or otherwise,
as provided in the Indenture.


 


Conversion of
the specified Notes is subject to the requirements established by the Company
as well as to the procedures of the Depositary, all as in effect from time to
time.  The specified Securities will be
converted as of the close of business on the Business Day on which


 


D-1

















 


this conversion notice and all
other required items have been delivered to the Conversion Agent as provided
above and, upon such conversion, shall cease to accrue interest or be
outstanding (subject to the Holder’s right to receive the Common Shares as
provided in the Indenture).  Prior to
such conversion, the Holder will have no rights in the Common Shares.


 


Please provide
the information requested below, as applicable.


 


1.             PLEASE SPECIFY THE
SECURITIES HELD AND THE PORTION THEREOF TO BE CONVERTED:


 


Principal
amount held:  U.S.$ 


CUSIP number(s): 


Depositary (DTC) account where held: 


 


Principal
amount being converted (if less than all):


U.S.$ 


 


2.                                       UNLESS AND TO
THE EXTENT OTHERWISE SPECIFIED BELOW, all Securities (together with any
unconverted Securities) will be delivered in book-entry form to the DTC account
specified in Item 1 above.


 


3.                                       IF OTHER
ARRANGEMENTS ARE DESIRED, please (a) specify the type, number and form of
securities to be delivered on conversion and the name(s) of the account
holder(s) or registered owner(s), by checking the appropriate boxes and
providing the information requested and (b) complete Item (4) below:


 


	
   

  	
  o

  	
  Common
  Shares

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Book-Entry

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Common Shares:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DTC Account:

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Certificates

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Common Shares:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Registered
  Owner:

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Unconverted
  Notes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  Certificates(1)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Principal
  Amount:  U.S.$

  



 












(1)           Aggregate principal
amount of each certificate must equal U.S.$1,000 or any amount in excess
thereof in integral multiples of U.S. $1,000.


 


D-2

















 


	
   

  	
   

  	
  Registered
  Owner:

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Book-Entry

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Principal
  Amount:  U.S.$

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DTC Account:

  



 


4.                                       [TO BE COMPLETED
ONLY IF UNCONVERTED NOTES OR COMMON SHARES ARE TO BE ISSUED OTHER THAN TO THE
HOLDER PURSUANT TO ITEM (3) ABOVE.]  The
undersigned confirms that such unconverted Notes or Common Shares are being
transferred:


 


CHECK ON BOX
BELOW


 


(a) o
to the Company or the Guarantor, or in the case of Common Shares, to the
Company; or


 


(b) o
pursuant to and in compliance with Rule 144A under the Securities Act of 1933;
or


 


(c) o
pursuant to and in compliance with Regulation S under the Securities Act of
1933; or


 


(d) o
pursuant to an exemption from registration under the Securities Act of 1933
provided by Rule 144 thereunder.


 


Unless one of
the boxes is checked, the transfer agent will refuse to register any of the
Common Shares evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (c) or (d)
is checked, the transfer agent may require, prior to registering any such
transfer of the Common Shares such certifications and other information, and if
box (d) is checked such legal opinions, as the Company has reasonably requested
in writing, by delivery to the transfer agent of a standing letter of
instruction, 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.


 


Please sign
and date this notice in the space provided below.


 


	
  DATE:

  	
   

  
	
   

  	
  Name of Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature(s) of Holder

  
	
   

  	
  Title(s):

  
	
   

  
	
   

  	
  (If the
  Holder is a corporation, partnership or fiduciary, the title of the Person
  signing on behalf of the Holder must be stated.)

  
			



 


D-3

















 


Notice:  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.


 


	
   

  	
   

  
	
  Signature Guarantor

  



 


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