Exhibit
4.6


BUNGE N.A. FINANCE L.P.,


as Issuer


BUNGE LIMITED,


as Guarantor


AND


[                           ],


as Trustee


[       ]%
Senior Notes Due [       ]


INDENTURE


Dated as of                   


















TABLE OF CONTENTS


ARTICLE 1

Definitions and Incorporation by Reference


	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.02.

  	
  Incorporation by Reference of Trust Indenture Act

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 1.03.

  	
  Rules of Construction

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  
	
  The Notes

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form, Dating and Terms

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
  Execution and Authentication

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
  Registrar and Paying Agent

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 2.04.

  	
  Paying Agent to Hold Money in Trust

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.05.

  	
  Noteholder Lists

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.06.

  	
  Transfer and Exchange

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.07.

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 2.08.

  	
  Outstanding Notes

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 2.09.

  	
  Temporary Notes

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 2.10.

  	
  Cancellation

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 2.11.

  	
  Payment of Interest; Defaulted Interest

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 2.12.

  	
  Computation of Interest

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 2.13.

  	
  CUSIP and ISIN Numbers

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  
	
  Covenants

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Payment of Notes

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
  Limitation on Liens

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 3.03.

  	
  Limitation on Sale-Leaseback Transactions

  	
  22

  



 



 i
 









 


	
  Section 3.04.

  	
  Exclusion from Limitations

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 3.05.

  	
  Maintenance of Office or Agency

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.06.

  	
  Corporate Existence

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.07.

  	
  Maintenance of Properties; Insurance

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.08.

  	
  Payment of Taxes and Other Claims

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.09.

  	
  Payments for Consent

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.10.

  	
  Compliance Certificate

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.11.

  	
  Further Instruments and Acts

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.12.

  	
  Statement by Officers as to Default

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.13.

  	
  Notice of Change in Bermuda Law, Debt Ratings

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.14.

  	
  Offer to Repurchase Upon Change of Control

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  
	
  Successor
  Guarantor or Issuer

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

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

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  
	
  Optional
  Redemption of Notes

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Optional Redemption by the Company

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
  Applicability of Article

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 5.03.

  	
  Election to Redeem; Notice to Trustee

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 5.04.

  	
  Selection by Trustee of Notes to Be Redeemed

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 5.05.

  	
  Notice of Redemption

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 5.06.

  	
  Deposit of Redemption Price

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 5.07.

  	
  Notes Payable on Redemption Date

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 5.08.

  	
  Notes Redeemed in Part

  	
  31

  



 



 ii
 









 


	
  ARTICLE 6

  
	
  Defaults and
  Remedies

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
  Acceleration

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
  Other Remedies

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 6.04.

  	
  Waiver of Past Defaults

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 6.05.

  	
  Control by Majority

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 6.06.

  	
  Limitation on Suits

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 6.07.

  	
  Rights of Holders to Receive Payment

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 6.08.

  	
  Collection Suit by Trustee

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 6.09.

  	
  Trustee May File Proofs of Claim

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 6.10.

  	
  Priorities

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 6.11.

  	
  Undertaking for Costs

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  
	
  Trustee

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Duties of Trustee

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7.02.

  	
  Rights of Trustee

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 7.03.

  	
  Individual Rights of Trustee

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 7.04.

  	
  Trustee’s Disclaimer

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 7.05.

  	
  Notice of Defaults

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 7.06.

  	
  Report by Trustee to Holders

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 7.07.

  	
  Compensation and Indemnity

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 7.08.

  	
  Replacement of Trustee

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 7.09.

  	
  Successor Trustee by Merger

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 7.10.

  	
  Eligibility; Disqualification

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 7.11.

  	
  Preferential Collection of Claims Against Company

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 7.12.

  	
  Trustee’s Application for Instruction from the
  Company

  	
  41

  



 



 iii
 









 


	
  ARTICLE 8

  
	
  Discharge of
  Indenture; Defeasance

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Discharge of Liability on Notes; Defeasance

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
  Conditions to Defeasance

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
  Application of Trust Money

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
  Repayment to Company

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 8.05.

  	
  Indemnity for U.S. Government Securities

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 8.06.

  	
  Reinstatement

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  
	
  Amendments

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Without Consent of Holders

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 9.02.

  	
  With Consent of Holders

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 9.03.

  	
  Compliance with Trust Indenture Act

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 9.04.

  	
  Revocation and Effect of Consents and Waivers

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 9.05.

  	
  Notation on or Exchange of Notes

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 9.06.

  	
  Trustee to Sign Amendments

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  
	
  Guarantee

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Guarantee

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 10.02.

  	
  No Subrogation

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 10.03.

  	
  Consideration

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 10.04.

  	
  Additional Amounts

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  
	
  Miscellaneous

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Trust Indenture Act Controls

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 11.02.

  	
  Notices

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 11.03.

  	
  Communication by Holders with Other Holders

  	
  50

  



 



 iv
 









 


	
  Section 11.04.

  	
  Certificate and Opinion as to Conditions Precedent

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.05.

  	
  Statements Required in Certificate or Opinion

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.06.

  	
  When Notes Disregarded

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.07.

  	
  Rules by Trustee, Paying Agent and Registrar

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.08.

  	
  Legal Holidays

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.09.

  	
  GOVERNING LAW

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 11.10.

  	
  No Recourse Against Others

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 11.11.

  	
  Successors

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 11.12.

  	
  Consent to Jurisdiction

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 11.13.

  	
  Appointment for Agent for Service of Process

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 11.14.

  	
  Waiver of Immunities

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 11.15.

  	
  Foreign Taxes

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.16.

  	
  Judgment Currency

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.17.

  	
  No Bankruptcy Petition Against the Borrower;
  Liability of the Borrower

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.18.

  	
  Multiple Originals

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 11.19.

  	
  Qualification of Indenture

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 11.20.

  	
  Table of Contents; Headings

  	
  54

  



 


 


	
  EXHIBIT A

  	
  Form of the Initial Note and Subsequent Note

  	
   

  
	
  SCHEDULE 1.1

  	
  Material Subsidiaries

  	
   

  
	
  SCHEDULE 3.4

  	
  Existing Liens

  	
   

  



 



 v















CROSS-REFERENCE
TABLE


	
  Trust
  Indenture

  Act Section

  	
   

  	
  Indenture

  
	
  310(a)(1)

  	
   

  	
   

  	
  Section 7.10.

  
	
  (a)(2)

  	
   

  	
  Section 7.10.

  
	
  (a)(3)

  	
   

  	
  N.A.

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  Section 7.08. , Section 7.10.

  
	
  (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  Section 7.11.

  
	
  (b)

  	
   

  	
  Section 7.11.

  
	
  (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  Section 2.05.

  
	
  (b)

  	
   

  	
  Section 11.03.

  
	
  (c)

  	
   

  	
  Section 11.03.

  
	
  313(a)

  	
   

  	
  Section 11.06.

  
	
  (b)(1)

  	
   

  	
  N.A.

  
	
  (b)(2)

  	
   

  	
  Section 7.06.

  
	
  (c)

  	
   

  	
  Section 7.06.

  
	
  (d)

  	
   

  	
  Section 7.06.

  
	
  314(a)

  	
   

  	
  Section 3.10., Section 11.02.,

  
	
   

  	
   

  	
  Section 11.05.

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)(1)

  	
   

  	
  Section 11.04.

  
	
  (c)(2)

  	
   

  	
  Section 11.04.

  
	
  (c)(3)

  	
   

  	
  N.A.

  
	
  (d)

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
  Section 11.05.

  
	
  315(a)

  	
   

  	
  Section 7.01.

  
	
  (b)

  	
   

  	
  Section 7.05., Section 11.02.

  
	
  (c)

  	
   

  	
  Section 7.01.

  
	
  (d)

  	
   

  	
  Section 7.01.

  
	
  (e)

  	
   

  	
  Section 6.11.

  
	
  316(a)(last sentence)

  	
   

  	
  Section 11.06.

  
	
  (a)(1)(A)

  	
   

  	
  Section 6.05.

  
	
  (a)(1)(B)

  	
   

  	
  Section 6.04.

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  Section 6.08.

  
	
  317(a)(1)

  	
   

  	
  Section 6.08.

  
	
  (a)(2)

  	
   

  	
  Section 6.09.

  
	
  (b)

  	
   

  	
  Section 2.04.

  
	
  318(a)

  	
   

  	
  Section 11.01.

  
				



 






N.A. means Not
Applicable.


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



 i















INDENTURE dated as
of _____________, among BUNGE N.A. FINANCE L.P., a Delaware limited partnership
(the “Company”), as issuer, BUNGE LIMITED, a
company formed under the laws of Bermuda with limited liability (the “Guarantor”), as guarantor, and [ ____________________________
], [a _____________________ ] (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 [ ____ ]% Senior Notes Due [ _____
] issued on the date hereof and the guarantees thereof by the Guarantor (the “Initial Notes”) and (ii) if and when issued, additional [
____ ]% Senior Notes Due [ _____ ] which may be offered during the Subsequent
Issuance Period and the guarantees thereof by the Guarantor (the “Subsequent Notes” and together with the Initial Notes, the “Notes”).


ARTICLE
1

DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01.  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
2.01(d)(iii) hereof.


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


“Authenticating Agent” has the
meaning ascribed to it in Section 2.02 hereof.


“Below Investment Grade
Rating Event” means the Notes are rated below an Investment Grade Rating
by both Rating Agencies on any date from the date of the public notice of an
event that would, if consummated, result in a Change of Control until the end
of the sixty (60) day period following public notice of the occurrence of the
Change of Control, which sixty (60) day period shall be extended so long as the
rating of the Notes is under publicly announced consideration for possible
downgrade by both of the Rating Agencies.


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













“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 The City of New York, New York.


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


“Change of Control”
means the occurrence of any of the following:


(1)           the Guarantor becomes
aware (by way of a report or any other filing pursuant to Section 13(d) of the
Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by
any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act, or any successor provision), including any group acting
for the purpose of acquiring, holding or disposing of securities (within the
meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or
in a related series of transactions, by way of merger, consolidation or other
business combination or purchase of beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more
of the total voting power of the Voting Stock of the Guarantor or any of its
direct or indirect parent companies holding directly or indirectly 100% of the
total voting power of the Voting Stock of the Guarantor;


(2)           the sale, lease or transfer, in one
or a series of related transactions, of all or substantially all of the assets
of the Guarantor and its Subsidiaries, taken as a whole, to any Person other
than a Permitted Holder; or


(3)           the first day on which a majority of
the members of the Guarantor’s Board of Directors are not Continuing Directors.


“Change of Control Offer”
has the meaning ascribed to it in Section 3.14 hereof.


“Change of Control Payment”
has the meaning ascribed to it in Section 3.14 hereof.


“Change of Control Payment
Date” has the meaning ascribed to it in Section 3.14 hereof.


“Change of Control
Triggering Event” means the occurrence of both a Change of Control
and a Below Investment Grade Rating Event.


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


“Company” means
Bunge N.A. Finance L.P. or its successor.


“Company Order”
has the meaning ascribed to it in Section 2.02 hereof.


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



 2
 









practice
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the Notes.


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


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


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


(2)           total
prepaid expenses and deferred charges; and


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


“Continuing Directors” means, as
of any date of determination, any member of the Board of Directors of the
Guarantor who (1) was a member of such Board of Directors on the date of the
issuance of the Initial Notes; or (2) was nominated for election, appointed or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election (either by a specific vote or by approval of the
Guarantor’s proxy statement in which such member was named as a nominee for
election as a director).


“Corporate Trust Office”
has the meaning ascribed to it in Section 3.05 hereof.


“covenant defeasance option”
has the meaning ascribed to it in Section 8.01(b) 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 2.11 hereof.


“Definitive Notes”
means certificated Notes.


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


“Equity Interests” means Capital Stock and all warrants,
options or other rights to acquire Capital Stock, but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock.


“Event of Default”
has the meaning ascribed to it in Section 6.01 hereof.



 3
 









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


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


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


“General Partners” shall mean, collectively,
Bunge Canada Holdings II ULC, a Nova Scotia unlimited liability company, and
Bunge Alberta I ULC, an Alberta unlimited liability corporation, and their
respective successors and assigns.


“Global Note”
has the meaning ascribed to it in Section 2.01(a) hereof.


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


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


“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.


“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



 4
 









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


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


“Independent Investment
Banker” means any of [ _______________________ ] or [ _______________________
], or, if all such firms are unwilling or unable to select the applicable
Comparable Treasury Issue, a leading independent investment banking institution
appointed by the Trustee and reasonably acceptable to the Company.


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


“Investment Grade Rating” means a rating equal to or higher
than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by
S&P, or an equivalent rating by any other Rating Agency.


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


“legal defeasance option”
has the meaning ascribed to it in Section 8.01(b) hereof.


“Legal Holiday”
has the meaning ascribed to it in Section 11.08 hereof.


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


“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 consolidated Subsidiaries taken as a whole.


“Material Subsidiary” means, at any time, any Subsidiary of
the Guarantor which at such time is a “Significant Subsidiary” under Regulation
S-X of the Exchange Act. The Material Subsidiaries as of the date hereof are
set forth on Schedule 1.1 hereto.



 5
 









“Moody’s” means
Moody’s Investors Service, Inc. and any successor to its rating agency
business.


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


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


“Obligations” has
the meaning ascribed to it in Section 10.01 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, the Controller or the Secretary of the Company or the
Guarantor, as applicable.


“Officer’s Certificate” means a certificate signed by an
Officer or attorney-in-fact 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, who
shall be acceptable to the Trustee. The form and substance of such Opinion of
Counsel shall likewise be acceptable to the Trustee.


“Pari Passu Indebtedness” means Indebtedness for borrowed
money 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” means the Person (including the Company, the
Guarantor or any Subsidiary) authorized by the Company to pay the principal of
(or premium, if any) or interest, if any, on any Notes on behalf of the
Company.


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


“Permitted Liens”
means:


(1)           Liens for current
taxes, assessments or other governmental charges which are not delinquent or
remain payable without any penalty, or the validity of which is contested in
good



 6
 









faith
by appropriate proceedings upon stay of execution of the enforcement thereof or
upon posting a bond in connection therewith;


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


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


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


(5)           any Lien on any
Restricted Property securing Indebtedness incurred or assumed solely for the
purpose of financing all or any part of the cost of constructing or acquiring
such Restricted Property, which Lien attaches to such Restricted Property
concurrently with or within 120 days after construction, acquisition or
completion of a series of related acquisitions thereof;


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


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


(8)           Liens on Restricted
Property existing prior to the acquisition of such Restricted Property or the
acquisition of any Subsidiary that is the owner of such Restricted Property or
arising as a result of contractual commitments to grant a Lien relating to such
Restricted Property or such Subsidiary existing prior to such acquisition;


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


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


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


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


(13)         Liens extending, renewing
or replacing, in whole or in part Liens permitted pursuant to (i) clauses (1)
through (5) and (7) through (12), so long as the principal amount of the
Indebtedness secured by such Lien does not exceed its original principal amount
and (ii) in the case of clause (6), so long as the principal amount of the
Indebtedness secured by such Lien does



 7
 









not exceed the principal
amount thereof outstanding immediately prior to the execution and delivery of
the Indenture;


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


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


(16)         Liens on intercompany
loans made to the Guarantor or its Subsidiaries or on any notes or other
instruments representing an interest in such intercompany loans.


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


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


“Principal Trust Office” means the Corporate Trust Office or
such other trust office or agency as may be designated by the Trustee in
writing to the Company from time to time. The initial Principal Trust Office
shall be the office of the Trustee to which notices are to be sent as set forth
in Section 11.02 hereof.


“Property” means any property, whether 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.


“Rating Agencies” means Moody’s and S&P or if Moody’s or
S&P, or both, cease to rate the Notes or fails to make a rating of the
Notes publicly available, a nationally recognized statistical rating agency or
agencies, as the case may be, selected by Bunge Limited which shall be
substituted for Moody’s or S&P, or both of them, as the case may be.



 8
 









“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 under the
section entitled “Optional Redemption by the Company” on the reverse side of
the Notes, the forms of which are attached as Exhibits A and B hereto.


“Reference Treasury Dealer” means [ _____________________ ]
and [ ___________________________ ], and two other primary U.S. government
securities dealers in New York City selected by the Independent Investment
Banker (each, a “Primary Treasury Dealer”); provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Company will substitute another Primary Treasury Dealer.


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


“Registrar” has the meaning ascribed to it in Section 2.03
hereof.


“Representatives to the Underwriters” means [
_______________________] and [ _________________________ ].


“Restricted Property” means any building, mine, structure or
other facility (together with the land on which it is erected and fixtures
comprising a part thereof) and inventories now owned or hereafter acquired by
the Guarantor or any Subsidiary and used for oilseed or grain origination,
processing, transportation or storage, mining or fertilizer refining or
storage.


“Restricted Subsidiary” means (a) any Subsidiary which is a “significant
subsidiary” under Regulation S-X under the Securities Act, or (b) any other
Subsidiary that owns or leases any Restricted Property the aggregate Fair
Market Value of which, as determined by the Board of Directors of the
Guarantor, exceeds three percent of Consolidated Net Tangible Assets. Notwithstanding
the foregoing, Fertilizantes Fosfatados S.A.-Fosfertil shall not be deemed a
Restricted Subsidiary of the Guarantor for the purpose of the covenants
described under Section 3.02 and Section 3.03.


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


“S&P” means Standard & Poor’s Ratings Services, a
division of The McGraw-Hill Companies, Inc. and any successor to its rating
agency business.


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



 9
 









“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.


“Special Interest Payment Date” has the meaning ascribed to
it in Section 2.11 hereof.


“Special Record Date” has the meaning ascribed to it in
Section 2.11 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 Issuance Period” shall mean the
period commencing on the date hereof and ending on [ ____________ ].


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


“Subsidiary” means any corporation, limited liability company
or other business entity of which the requisite number of shares of stock or
other equity ownership interests having 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 a Person, one or more of the Subsidiaries of such Person, or
combination thereof.


“Successor Guarantor” has the meaning ascribed to it in
Section 4.01 hereof.


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


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


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


“Underwriters”
means collectively [ __________ ] and [ ___________ ].


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



 10
 









“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.


“Voting Stock” of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person.


Section 1.02.  Incorporation by Reference of Trust Indenture
Act. This Indenture is subject to the mandatory provisions of the
Trust Indenture Act which are incorporated by reference in and made a part of
this Indenture. The following Trust Indenture Act terms have the following
meanings:


“Commission” means
the SEC.


“indenture
securities” means the Notes.


“indenture
security holder” means a Noteholder.


“indenture to be
qualified” means this Indenture.


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


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


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


Section 1.03. 
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;



 11
 









(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
2

THE NOTES


Section 2.01. 
Form, Dating and Terms.
(a) The Initial Notes are being offered and sold by the Company pursuant to an Underwriting
Agreement, dated [ _____________ ] among the Company, the Guarantor and
Representatives to the Underwriters.


Initial Notes
offered and sold to the Underwriters 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
2.01(c) hereof (the “Global Note”),
deposited with the Trustee, as custodian for DTC, duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The 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 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.


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 2.03 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
2.01(c) hereof. The Company and the Trustee shall approve the forms of the
Notes and any notation,



 12
 









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.


The Notes shall be
subject to repurchase by the Company pursuant to a Change of Control Offer as
provided in Section 3.14 hereof. The Notes shall not be redeemable, other than
as provided in Article V.


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


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


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


(d)           Book-Entry Provisions.  (i) This Section 2.01(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 2.01(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 



 13
 









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 2.01(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 2.01(e) hereof, such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by DTC in exchange for its beneficial interest in such Global Note, an equal
aggregate principal amount of Definitive Notes of authorized denominations.


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


(e)           Definitive Notes.


(i)            Except
as provided below, owners of beneficial interests in Global Notes will not be
entitled to receive Definitive Notes. If required to do so pursuant to any
applicable law or regulation, beneficial owners may obtain Definitive Notes in
exchange for their beneficial interests in a Global Note upon written request
in accordance with DTC’s and the Registrar’s procedures. In addition,
Definitive Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in a Global Note if (a) DTC notifies the Company
that it is unwilling or unable to continue as depositary for such Global Note
or DTC ceases to be a clearing agency registered under the Exchange Act, at a
time when DTC is required to be so registered in order to act as depositary,
and in each case a successor depositary is not appointed by the Company within
90 days of such notice, or (b) the Company executes and delivers to the Trustee
and Registrar an Officer’s 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 2.01(d)(iv) or (v) hereof shall, except as otherwise provided by
Section 2.06. hereof bear the applicable legend regarding transfer restrictions
applicable to the Definitive Note set forth in Section 2.01(c) hereof.



 14
 









(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 2.02.  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, even after giving effect to any exchange of Initial Notes
for Exchange Notes.


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


The Trustee shall
authenticate and make available for delivery: (1) at any time and from time to
time after the execution and delivery of this Indenture, Initial Notes for
original issue on the Issue Date initially in an aggregate principal amount of
U.S. $[ _______________ ]; and (2) at any time during the Subsequent Issuance
Period, 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. $[ _______________
] outstanding (plus any Subsequent Notes), except for Notes authenticated and
delivered upon registration or transfer of, or in exchange for, or in lieu of,
other Notes of the same class pursuant to Section 2.06, Section 2.07, Section
2.09, Section 5.08, or Section 9.05 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. Notwithstanding any
provision to the contrary contained in this Indenture, the Company shall not
issue any Subsequent Notes after to the Subsequent Issuance Period.


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 2.03.  Registrar and Paying Agent. The
Company shall cause to be kept a register for the Notes (the “Note Register”) in which, subject to such
reasonable regulations as the Company may prescribe, the Company shall provide
for the registration of the Notes and of



 15















all transfers and
exchanges with respect thereto. The Note Register shall be maintained by the
Trustee or such other Person (including the Company or the Guarantor) appointed
by the Company as the registrar (the “Registrar”). The
Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange and an office or agency where Notes
may be presented for payment (the “Place of Payment”).
The Company shall cause each of the Registrar and the Paying Agent to maintain
an office or agency in the Borough of Manhattan, The City of New York. The
Company may have one or more co-registrars and one or more additional paying
agents. The term “Paying Agent” includes any additional paying agent.


The Company shall
enter into an appropriate agency agreement with any Registrar and Paying Agent
that is not a party to this Indenture, which shall incorporate the terms of the
Trust Indenture Act. The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of
the name and address of each such agent. If the Company fails to maintain a
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.07 hereof. The
Company, the Guarantor or any Subsidiary of the Company or the Guarantor may
act as Paying Agent, Registrar, co registrar or transfer agent.


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


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


Section 2.04.  Paying
Agent to Hold Money in Trust. By at least 10:00 a.m. (New York City
time) on the date on which any principal of and premium, if any, or interest on
any Note is due and payable, the Company shall deposit with the Paying Agent a
sum sufficient to pay such principal, premium, if any, or interest when due. The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that such Paying Agent shall hold in trust for the benefit of
Noteholders or the Trustee all money held by such Paying Agent for the payment
of principal of and premium, if any, or interest on the Notes and shall notify
the Trustee in writing of any default by the Company or the Guarantor in making
any such payment. If the Company, the Guarantor or a Subsidiary of the Company
or 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 2.04, the Paying Agent (if other than the Company
or a Subsidiary of the Company or the Guarantor) 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 2.05.  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



 16
 









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 2.06.  Transfer
and Exchange.


(a)           The
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 2.01 hereof or this Section 2.06. 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.


(b)           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 2, 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 or the Guarantor 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 3.14 and Section 9.05 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
2.01(d) hereof shall, except as otherwise provided by Section 2.06(c) hereof,
bear the applicable legend regarding transfer restrictions applicable to the
Definitive Note set forth in Section 2.01(c) hereof.



 17
 









(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.


(vii)         All Global Notes
shall be registered in the name of DTC, or a nominee thereof, and all transfers
of beneficial ownership interests therein will be made in accordance with the
rules of DTC. No investor or other party purchasing, selling or otherwise
transferring beneficial ownership interests in Global Notes shall receive, hold
or deliver any certificate representing the same. The Company, the Guarantor
and the Trustee shall have no responsibility or liability for transfers of
beneficial ownership interests in any Global Note.


(c)                                  No
Obligation of the Trustee.


(i)            The Trustee shall
have no responsibility or obligation to any beneficial owner of a Global Note,
an Agent Member or any other Person with respect to (A) 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, (B) 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, or (C) the selection of the particular Notes or portions thereof to
be redeemed or refunded in the event of a partial redemption or refunding of
the 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, its Agent 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 with respect to
transfers between Holders, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.


Section 2.07.
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 



 18
 









Agent, the Registrar and any co-registrar from any loss which any of
them may suffer if a Note is replaced, and, in the absence of notice to the
Company, the Guarantor or the Trustee that such Note has been acquired by a
bona fide purchaser, the Company shall execute and upon Company Order the
Trustee shall authenticate and make available for delivery, in exchange for any
such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a
new Note of like tenor and principal amount, bearing a number not
contemporaneously outstanding.


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


Upon the issuance of any new Note under this Section
2.07, 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 2.07 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 2.07 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 2.08.  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 2.08 as not outstanding. A Note ceases to be outstanding in the event
the Company holds the Note, provided, however, that (i) for purposes of
determining which are outstanding for consent or voting purposes hereunder,
Notes shall cease to be outstanding in the event the Company or an Affiliate of
the Company holds the Note and (ii) in determining whether the Trustee shall be
protected in making a determination whether the Holders of the requisite
principal amount of outstanding Notes are present at a meeting of Holders of
Notes for quorum purposes or have consented to or voted in favor of any
request, demand, authorization, direction, notice, consent, waiver, amendment
or modification hereunder, or relying upon any such quorum, consent or vote,
only Notes which a Trust Officer of the Trustee actually knows to be held by
the Company or an Affiliate of the Company shall not be considered outstanding.


If a Note is replaced pursuant to Section 2.07 hereof,
it ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a bona fide purchaser.


If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal, premium, if any, and



 19
 









interest payable on that
date with respect to the Notes (or portions thereof) to be redeemed or
maturing, as the case may be, and the Paying Agent is not prohibited from
paying such money to the Noteholders on that date pursuant to the terms of this
Indenture, then on and after that date such Notes (or portions thereof) cease
to be outstanding and interest on them ceases to accrue.


Section 2.09.  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 2.10.  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
destroy 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 2.11.  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 2.03 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



 20
 









equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix a record
date (the “Special Record Date”)
for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the Special Interest Payment Date and not
less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date, and in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special
Record Date and Special Interest Payment Date therefor to be given in the
manner provided for in Section 11.02 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
2.11, 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 2.12.  Computation
of Interest.  Interest on the
Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


Section 2.13.  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
3

COVENANTS


Section 3.01.  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



 21
 









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


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


Notwithstanding anything to the contrary contained in
this Indenture and subject to Section 10.04, 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 (or any political subdivision thereof)
from principal or interest payments hereunder.


Section 3.02.  Limitation
on Liens.  The Guarantor shall
not, and shall not permit any Restricted Subsidiary to, create, assume, incur
or suffer to exist any Lien, other than a Permitted Lien, upon or with respect
to any of its Restricted Property or the shares of stock or Indebtedness of any
Restricted Subsidiary to secure any Indebtedness incurred or guaranteed by the
Guarantor or any Restricted Subsidiary (other than the Notes), unless all of
the outstanding Notes and the Guarantee are secured equally and ratably with,
or prior to, such Indebtedness for so long as such Indebtedness shall be so
secured.


Section 3.03.  Limitation
on Sale-Leaseback Transactions.  The Guarantor shall not, and shall not permit
any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction unless:


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


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


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


(d)           the
Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of
Section 3.02 hereof; or


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


Section 3.04.  Exclusion
from Limitations.  Notwithstanding
Sections 3.02 and 3.03



 22
 









hereof, the Guarantor may, and may permit any Restricted Subsidiary to,
create, assume, incur or suffer to exist any Lien (other than a Permitted Lien)
upon any Restricted Property to secure Indebtedness incurred or guaranteed by
the Guarantor or any Restricted Subsidiary (other than the Notes) or effect any
Sale-Leaseback Transaction of a Restricted Property that is not excepted by
Section 3.03(a), (b), (c), (d) or (e) hereof, without equally and ratably
securing the Notes or the Guarantee provided that, after giving effect thereto,
the aggregate principal amount of outstanding Indebtedness (other than the
Notes) secured by Liens (other than Permitted Liens) upon Restricted Property plus
the Attributable Indebtedness from Sale-Leaseback Transactions of Restricted
Property not so excepted, do not exceed 15% of the Consolidated Net Tangible
Assets.


Section 3.05.  Maintenance
of Office or Agency.  The
Company will maintain in The City of New York, an office or agency where the
Notes may be presented or surrendered for payment, where, if applicable, the
Notes may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The office or agency (the “Corporate Trust Office”) used by the Trustee in The City of
New York as its office or agency for receiving securities, as the same may from
time to time be designated by the Trustee, 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 3.06.  Corporate
Existence.  Subject to Article
4 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 or partnership existence and take all reasonable action to maintain
its corporate or partnership rights (charter and statutory), licenses,
privileges and franchises; provided, however, that the Company and the
Guarantor shall not be required to preserve any such right, license, privilege
or franchise if the General Partners of the Company or the Board of Directors
of 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 amalgamate or merge in
accordance with Section 4.01 hereof.


Section 3.07.  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



 23
 









working order and condition, except where failure to do so would not
have a Material Adverse Effect; and the Guarantor shall maintain with
financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks as are
customary for the Guarantor’s type of business.


Section 3.08.  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
federal income and other material taxes, assessments and similar governmental
charges imposed on it, 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
federal income and other material taxes, assessments and claims in the
aggregate could not reasonably be expected to have a Material Adverse Effect.


Section 3.09.  Payments
for Consent.  Neither the
Company, the Guarantor nor any Subsidiaries of the Company or the Guarantor
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 3.10.  Compliance
Certificate.  The Company and
the Guarantor shall deliver to the Trustee within 120 days after the end of
each Fiscal Year of the Company and the Guarantor a certificate signed by the
principal executive officer, principal financial officer or principal
accounting officer of the Company and the Guarantor, respectively, stating that
in the course of the performance by the signer of his or her duties as an
officer of the Company and the Guarantor he or she would normally have
knowledge of any Default or Event of Default and whether or not the signer
knows of any Default or Event of Default that occurred during such period. If
he or she does, 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 3.11.  Further
Instruments and Acts.  Upon
request of the Trustee, the Company will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture.


Section 3.12.  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 Officer’s 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 3.13.  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



 24
 









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


Section 3.14.  Offer to
Repurchase Upon Change of Control.  (a) If a Change of Control Triggering Event
occurs, unless the Company has previously or concurrently irrevocably exercised
its right to redeem all the outstanding Notes as described under Section 5.05
hereof, without such redemption being subject to any conditions precedent, the
Company shall make an offer to purchase all of the Notes pursuant to the offer
described below (the “Change of Control Offer”)
at a price in cash (the “Change of Control
Payment”) equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest, if any, to the date of purchase, subject to
the right of Holders of the Notes of record on the relevant record date to
receive interest due on the relevant interest payment date. Within 60 days
following any Change of Control Triggering Event, the Company shall send notice
of such Change of Control Offer by first-class mail, with a copy to the
Trustee, to each Holder of Notes to the address of such Holder appearing in the
security register or otherwise in accordance with the procedures of DTC with a
copy to the Trustee, with the following information:


(i)            that a Change of
Control Offer is being made pursuant to this Section 3.14 and that all Notes
properly tendered pursuant to such Change of Control Offer will be accepted for
payment by the Company;


(ii)           the date of the
Change of Control Triggering Event;


(iii)          the date, which
will be no earlier than 30 days nor later than 60 days from the date such
notice is mailed, by which the Company must purchase the Notes (the “Change of Control Payment Date”);


(iv)          the price that the Company
must pay for the Notes it is obligated to purchase;


(v)           the name and address
of the Trustee;


(vi)          that any Note not
properly tendered will remain outstanding and continue to accrue interest;


(vii)         that unless the
Company defaults in the payment of the Change of Control Payment, all Notes
accepted for payment pursuant to the Change of Control Offer will cease to
accrue interest on the Change of Control Payment Date;



 25
 









(viii)        that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will
be required to surrender such Notes, with the form entitled “Option of Holder
to Elect Purchase” on the reverse of such Notes completed, to the paying agent
specified in the notice at the address specified in the notice prior to the
close of business on the third Business Day preceding the Change of Control
Payment Date;


(ix)           that Holders shall
be entitled to withdraw their tendered Notes and their election to require the
Company to purchase such Notes; provided that the paying agent receives, not
later than the close of business on the 30th day following the date of the
Change of Control notice, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder of the Notes, the principal amount of
Notes tendered for purchase, and a statement that such Holder is withdrawing
its tendered Notes and its election to have such Notes purchased;


(x)            that if the Company
is repurchasing less than all of the Notes, the Holders of the remaining Notes
will be issued new Notes and such new Notes will be equal in principal amount
to the unpurchased portion of the Notes surrendered. The unpurchased portion of
the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess
thereof; and


(xi)           the other
instructions, as determined by the Company, consistent with this Section 3.14,
that a Holder must follow.


The notice, if mailed in a manner herein provided,
shall be conclusively presumed to have been given, whether or not the Holder
receives such notice. If (a) the notice is mailed in a manner herein provided
and (b) any Holder fails to receive such notice or a Holder receives such
notice but it is defective, such Holder’s failure to receive such notice or
such defect shall not affect the validity of the proceedings for the purchase
of the Notes as to all other Holders that properly received such notice
with-out defect. The Company shall comply with all federal and state securities
laws, including, specifically, Rule 13e-4, if applicable, under the Exchange
Act, and any related Schedule 13E-4 required to be submitted under that rule,
to the extent such laws or regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 3.14, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 3.14 by virtue thereof.


(b)           On
the Change of Control Payment Date, the Company shall, to the extent permitted
by law,


(i)            accept for payment
all Notes issued by it or portions thereof properly tendered pursuant to the
Change of Control Offer,


(ii)           deposit with the
Paying Agent an amount equal to the aggregate Change of Control Payment in
respect of all Notes or portions thereof so tendered, and



 26
 









(iii)          deliver, or cause
to be delivered, to the Trustee for cancellation the Notes so accepted together
with an Officer’s Certificate to the Trustee stating that such Notes or
portions thereof have been tendered to, and purchased by, the Company.


(c)           The
Company shall not be required to make a Change of Control Offer following 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 Section 3.14 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. Notwithstanding anything to the contrary herein, a
Change of Control Offer may be made in advance of a Change of Control,
conditional upon such Change of Control, if a definitive agreement is in place
for the Change of Control at the time of making of the Change of Control Offer.


(d)           Other
than as specifically provided in this Section 3.14, any purchase pursuant to
this Section 3.14 shall be made pursuant to the provisions of Section 5.04,
5.06 and 5.08 hereof.


(e)           Notwithstanding
any provision to the contrary in this Indenture, the Company shall not purchase
any Notes if there has occurred and is continuing an Event of Default, unless
such Event of Default results from the Company’s failure to pay the Change of
Control Payment following the occurrence of a Change of Control Triggering
Event.


ARTICLE
4

SUCCESSOR GUARANTOR OR ISSUER


Section 4.01.  Consolidation,
Merger, Amalgamation and Sale of Assets by the Guarantor or the Company.
The Guarantor shall not, and shall not cause or permit any Subsidiary to,
consolidate with or merge or amalgamate with or into, or sell, lease, or convey
all or substantially all its assets to, any Person, unless:


(a)           in
the case of the Guarantor:


(i)            the continuing,
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, Canada, Australia or Switzerland, and the Successor Guarantor
(if not the Guarantor) shall expressly assume, by supplemental indenture,
executed and delivered to the Trustee, all the obligations of the Guarantor
under the Guarantee and this Indenture; and


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


(b)           in
the case of the Company:


(i)            the continuing, resulting,
surviving or transferee Person (the “Successor
Issuer”) shall be either the Company or a direct or indirect
Subsidiary of Bunge Limited (or any successor or continuing company of Bunge
Limited) organized under the laws of



 27
 









Bermuda, the
United States of America, any State thereof or the District of Columbia, any
full member state of the European Union, Canada, Australia or Switzerland, and
the Successor Issuer (if not the Company) shall expressly assume, by
supplemental indenture, executed and delivered to the Trustee, all the
obligations of the Company under this Indenture; and


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


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


(i)            such transaction is
a merger or amalgamation of such Subsidiary with or into, or a consolidation of
such Subsidiary with, the Guarantor (so long as the Guarantor is the surviving,
continuing or resulting entity) or another Subsidiary of the Guarantor or the
sale or other disposition by such Subsidiary of all or substantially all of its
property to the Guarantor or another Subsidiary of the Guarantor; or


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


For purposes of
this Section 4.01, 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.


If the Company or
the Guarantor engages in one of the transactions described above and complies
with the conditions listed above, the Successor Issuer or the Successor
Guarantor, as the case may be, will succeed to, and be substituted for, and may
exercise every right and power of, the Company or the Guarantor, as the case
may be, under this Indenture, but, in the case of a lease of all or
substantially all its assets, the Company or the Guarantor, as the case may be,
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 Company or 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 4.01 (a “Transfer”) and the Successor Issuer or the Successor Guarantor,
as the case may be, is a Person organized under the laws of a member state of
the European Union, Canada, Australia or Switzerland, the Company and the
Successor Issuer or the Guarantor and the Successor Guarantor, as the case may
be, shall, as a condition to such Transfer, (A) enter into a supplemental
indenture with the Trustee providing for full, unconditional and irrevocable
indemnification of the Holders of the Notes and the Trustee against any tax or
duty of whatever



 28
 









nature
(other than a net income tax) 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, legal opinions of
independent legal counsel in New York and the applicable member state of the
European Union, Canada, Australia or Switzerland the laws of which the
successor or continuing company is organized under, as applicable, to the
effect that the Obligations of the Successor Issuer with respect to this
Indenture or the Successor Guarantor with respect to the Guarantee, as the case
may be, are legal, valid, binding and enforceable in accordance with their
terms.


ARTICLE
5

OPTIONAL REDEMPTION OF NOTES


Section 5.01.  Optional Redemption
by the Company.  The Notes may
be redeemed at any time as a whole or from time to time in part, subject to the
conditions and at the Redemption Prices specified in the form of Notes set
forth in Exhibit A hereto, which are hereby incorporated by reference and made
a part of this Indenture, together with accrued and unpaid interest to the
Redemption Date.


Section 5.02.  Applicability
of Article.  Redemption of
Notes at the election of the Company or otherwise, as permitted or required by
any provision of this Indenture, shall be made in accordance with such
provision and this Article 5.


Section 5.03.  Election to
Redeem; Notice to Trustee.  The election of the Company to redeem
any Notes pursuant to Section 5.01 hereof shall be evidenced by a resolution of
the General Partners of the Company. 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 5.05
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
5.04 hereof.


Section 5.04.  Selection
by Trustee of Notes to Be Redeemed.  If less than all the Notes are to be redeemed
at any time pursuant to an optional redemption, the particular Notes to be
redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the outstanding Notes not previously called for
redemption, in compliance with the requirements of the principal securities
exchange, if any, on which such Notes are listed, or, if such Notes are not so
listed, on a pro rata basis, by lot or by such other method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal of the Notes; provided, however, that
no such partial redemption shall reduce the portion of the principal amount of
a Note not redeemed to less than U.S. $1,000.


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



 29
 









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 5.05.  Notice of
Redemption.  Notice of
redemption shall be given in the manner provided for in Section 11.02 hereof
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Notes to be redeemed. The Trustee shall give notice of redemption in
the Company’s name and at the Company’s expense; provided, however, that the
Company shall deliver to the Trustee, at least 15 days prior to the date the
notice of redemption is to be given (unless a shorter period shall be
acceptable to the Trustee), an Officer’s Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in the following items.


All notices of redemption shall state:


(1)           the
Redemption Date,


(2)           the Redemption Price and the amount
of accrued interest to the Redemption Date payable as provided in Section 5.07
hereof, if any,


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


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


(5)           that on the Redemption Date the
Redemption Price (and accrued interest, if any, to the Redemption Date payable
as provided in Section 5.07 hereof) will become due and payable upon each such
Note, or the portion thereof, to be redeemed, and, unless the Company defaults
in making the redemption payment, that interest on Notes called for redemption
(or the portion thereof) will cease to accrue on and after said date,


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


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


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


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



 30















Section
5.06.  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 2.04 hereof) an amount of money
sufficient to pay the Redemption Price of, and accrued interest on, all the
Notes which are to be redeemed on that date.


Section 5.07.  Notes Payable on Redemption
Date.  Notice of redemption having been given as
aforesaid, the Notes to be redeemed shall, on the Redemption Date, become due
and payable at the Redemption Price therein specified (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest) such Notes shall cease to bear interest.  Upon surrender of any such Note for
redemption in accordance with said notice, such Note shall be paid by the
Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date (subject to the rights of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).


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


Section 5.08.  Notes Redeemed in Part.  Any Note which is
to be redeemed only in part (pursuant to the provisions of this Article 5)
shall be surrendered at the office or agency of the Company maintained for such
purpose pursuant to Section 3.05 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.  Notwithstanding the foregoing, DTC shall
select the Notes for redemption if evidenced by a Global Note according to
DTC’s stated procedures therefor.


ARTICLE 6

Defaults and Remedies


Section 6.01.  Events of Default.  An “Event
of Default” occurs if:


(1)           the Company defaults in
any payment of interest on any Note when the same becomes due and payable, and
such default continues for a period of 30 days;


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


(3)           the Company or the
Guarantor defaults in the performance of or a breach by the Company or the
Guarantor of any other covenant or agreement in this Indenture or under the 



 31
 









Notes (other than
those referred to in (1) or (2) above) and such default continues for 60 days
after written notice from the Trustee or the Holders of at least 25% in
principal amount of the outstanding Notes;


(4)           the Company, the
Guarantor or any Subsidiary shall (i) default in making any payment of any
principal of any indebtedness for borrowed money, including obligations evidenced
by any mortgage, indenture, bond, debenture, note, guarantee or other similar
instruments 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, the effect of which default 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 and such acceleration has not been
cured within 15 days after notice of acceleration; provided, that a default,
event or condition described in clause (i), (ii) or (iii) of this paragraph (4)
shall not at any time constitute an Event of Default unless, at such time, one
or more defaults, events or conditions of the type described in clauses (i),
(ii) and (iii) of this paragraph (4) shall have occurred and be continuing with
respect to such indebtedness in an amount exceeding U.S. $50,000,000;


(5)           (i) the Company, the
Guarantor 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 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
or any Material Subsidiary any case, proceeding or other action of a nature
referred to in clause (i) above that (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against the Company, the Guarantor 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 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 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.



 32
 









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 Officer’s Certificate of any Default
or Event of Default under clauses (3), (4) or (5) of this Section 6.01, 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 6.02.  Acceleration.  If an Event of
Default occurs and is continuing, the Trustee by written notice to the Company,
or the Holders of at least 25% in outstanding principal amount of the Notes by
written notice to the Company and the Trustee, may, and the Trustee at the
request of such Holders shall, declare the principal of and premium, if any,
and accrued and unpaid interest on all the Notes to be due and payable.  Upon such a declaration, such principal,
premium, if any, and accrued and unpaid interest shall be immediately due and
payable.  If an Event of Default
described in paragraph (5) of Section 6.01 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 declaration or other act on the part of the Trustee or the Holders.


Section 6.03.  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 6.04.  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 9.02 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.



 33
 









Section 6.05.  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 7.01
and Section 7.02 hereof, that the Trustee determines is prejudicial to the
rights of other Noteholders or would involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction.  Prior to taking any action hereunder, the
Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such
action.


Section 6.06.  Limitation on Suits.  Subject to Section 6.07 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 6.07.  Rights of Holders to
Receive Payment.  Notwithstanding any other provision of this
Indenture (including, without limitation, Section 6.06 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 (including in connection with a Change of Control Offer), 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 6.08.  Collection Suit by Trustee.  If an Event of
Default specified in Section 6.01 (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 6.07 hereof.


Section 6.09.  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 



 34
 









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 7.07 hereof.


Section 6.10.  Priorities.  If the Trustee
collects any money or property pursuant to this Article 6, it shall pay out the
money or property in the following order:


FIRST:  to the Trustee for amounts due under Section
7.07 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 6.10.  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 6.11.  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 6.11 does not apply to a suit by the Trustee, a suit by the
Company, a suit by a Holder pursuant to Section 6.07 hereof or a suit by
Holders of more than 10% in outstanding principal amount of the Notes.


ARTICLE 7


TRUSTEE


Section 7.01.  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 



 35
 









Holders
have offered to the Trustee indemnity or security reasonably satisfactory to it
against loss, liability or expense.


Except
during the continuance of an Event of Default:


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


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


(b)           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 the second paragraph of Section 7.01(a);


(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 6.05 hereof.


(c)           Every provision of this Indenture that in any
way relates to the Trustee is subject to paragraphs Section 7.01(a) and (b)
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 8.01 and to the
provisions of the Trust Indenture Act.



 36
 









(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.


Section 7.02.  Rights of Trustee.  Subject to Section 7.01 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 Officer’s 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
Officer’s 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 Principal 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 (including Registrar and Paying
Agent), and each agent, custodian and other Person employed to act hereunder;
and


(h)           The Trustee may request that the Company
deliver an Officer’s 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 Officer’s Certificate may be signed by any person 



 37
 









authorized to sign an
Officer’s Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.


(i)            The Trustee is not required to give any bond
or surety with respect to the performance of its duties or the exercise of its
powers under this Indenture.


(j)            The Trustee’s rights, powers, indemnities,
immunities and protections from liability and its rights to compensation and
indemnification in connection with the performance of its duties under this
Indenture shall extend to (1) the Trustee, whether serving in any other
capacity hereunder, including without limitation, in the capacity of Paying
Agent or Registrar and (2) the Trustee’s officers, directors, agents, counsel
and employees.  Such immunities and
protections and rights to indemnification, together with the Trustee’s right to
compensation, shall survive the Trustee’s resignation or removal, the discharge
of this Indenture and final payment of the Notes.


(k)           The Trustee shall have no responsibility for
any information in any offering document or other disclosure material distributed
with respect to any series of Notes, and the Trustee shall have no
responsibility for compliance with any state or federal securities laws in
connection with the Notes, other than the filing of any documents required to
be filed by an indenture trustee pursuant to the Trust Indenture Act or
otherwise required in the Indenture.


(l)            Notwithstanding anything else herein
contained, whenever any provision of this Indenture indicates that any
confirmation of a condition or event is qualified by the words “to the
knowledge of” or “known to” the Trustee or other words of similar meaning, said
words shall mean and refer to the current awareness of one or more Trust
Officers who are located at the Principal Trust Office of the Trustee or who
are otherwise responsible for administering the trusts created under this
Indenture


Section 7.03.  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 7.10 and Section 7.11 hereof. 
In addition, the Trustee shall be permitted to engage in transactions
with the Company; provided, however, that if the Trustee acquires any
conflicting interest the Trustee must (i) eliminate such conflict within 90
days of acquiring such conflicting interest, (ii) apply to the Commission for
permission to continue acting as Trustee or (iii) resign.


Section 7.04.  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 7.05.  Notice of Defaults.  If a Default or
Event of Default occurs and is 



 38
 









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 the Trustee’s Board of Directors or
an executive committee thereof or a trust committee of its directors and/or
officers in good faith determines that withholding the notice is in the
interests of Noteholders.


Section 7.06.  Report by Trustee to
Holders.
 Within 60 days after each [              ]
beginning with the [              ]
following the date of this Indenture, and in any event prior to [            ]
in each year, the Trustee shall mail to each Noteholder a brief report dated as
of such [                  ]  that complies with Trust Indenture Act,
Section 313(a), but only if required under such Section.  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).


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


Section 7.07.  Compensation and Indemnity.  The Company shall
pay to the Trustee such compensation for its acceptance of this Indenture and
for its services hereunder as Trustee, Paying Agent, Registrar and in all other
capacities in which it is serving 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 respective officers, directors, employees,
counsel and 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 or the performance of its duties hereunder,
including the costs and expenses of enforcing this Indenture (including this
Section 7.07) and of defending itself against any claims (whether asserted by
any Noteholder, the Company or otherwise). 
The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity.  Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder.  The Company shall
defend the claim and the Trustee may have separate counsel and the Company
shall pay the fees and expenses of such counsel, provided that the Company
shall not be required to pay such fees and expenses if it assumes the
obligation for defending the Trustee, and, in the reasonable judgment of the
Trustee, there is no conflict of interest between the Company and the Trustee
in connection with such action and there is no defense that could not be
adequately raised if the Company assumes such obligation.  The Company need not reimburse any expense or
indemnify against any loss, liability or expense 



 39
 









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 7.07, 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 7.07
shall not be subordinate to any other liability or Indebtedness of the Company.


The
Company’s payment obligations pursuant to this Section 7.07 shall survive the
discharge of this Indenture.  When the Trustee
incurs expenses after the occurrence of a Default specified in Section 6.01(5)
hereof with respect to the Company, the expenses are intended to constitute
expenses of administration under any bankruptcy law.


Section 7.08.  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 7.10 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 7.07 hereof.


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


If the
Trustee fails to comply with Section 7.10 hereof, any Noteholder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.



 40
 









Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 hereof shall continue for the benefit of the
retiring Trustee.


Section 7.09.  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,
consolidation or transfer of assets 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.


Section 7.10.  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 filed
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 7.11.  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 7.12.  Trustee’s Application for
Instruction from the Company.  Any application by the Trustee for written
instructions from the Company may, at the option of the Trustee, set forth in
writing any action proposed to be taken or omitted by the Trustee under this
Indenture and the date on and/or after which such action shall be taken or such
omission shall be effective.  The Trustee
shall not be liable for any action taken by, or omission of, the Trustee in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


ARTICLE
8

Discharge of Indenture; Defeasance


Section 8.01.  Discharge of Liability on
Notes; Defeasance.  (a) Subject to Section 



 41
 









8.01(b) hereof, when (i)(x) the Company delivers to
the Trustee all outstanding Notes (other than Notes replaced pursuant to
Section 2.07 hereof) for cancellation or (y) all outstanding Notes not
theretofore delivered for cancellation have become due and payable, whether at
maturity or upon redemption or will become due and payable within one year or
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name and at the expense of the Company and the Company or the Guarantor
irrevocably deposits or causes to be deposited with the Trustee as trust funds
in trust solely for the benefit of the Holders money in U.S. dollars,
non-callable U.S. Government Securities, or a combination thereof, in such
amounts as will be sufficient without consideration of any reinvestment of
interest to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Trustee for cancellation for principal and
premium, if any, and accrued interest to the date of maturity or redemption, (ii)
no Default or Event of Default shall have occurred and be continuing on the
date of such deposit or shall occur as a result of such deposit and such
deposit will not result in a breach or violation of, or constitute a default
under, any other instrument to which the Company or the Guarantor is a party or
by which the Company or the Guarantor is bound; (iii) the Company or the
Guarantor has paid or caused to be paid all sums payable by it under this
Indenture and the Notes; and (iv) the Company has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of such Notes at maturity or the Redemption Date, as the
case may be, then the Trustee shall acknowledge satisfaction and discharge of
this Indenture on demand of the Company (accompanied by an Officer’s
Certificate and an Opinion of Counsel stating that all conditions precedent
specified herein relating to the satisfaction and discharge of this Indenture
have been complied with) and at the cost and expense of the Company.


(b)           Subject to Section 8.01(c) and Section 8.02
hereof, the Company at any time may terminate i) all its obligations under the
Notes and this Indenture (“legal
defeasance option”), and
after giving effect to such legal defeasance, any omission to comply with such
obligations shall no longer constitute a Default or Event of Default or ii) its
obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.07,
Section 3.08 and Section 3.14 hereof, and the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document,
and the operation of Section 6.01(3) (only with respect to the covenants
terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section
6.01(5) hereof, and the events specified in such Sections shall no longer
constitute an Event of Default (clause (ii) being referred to as the “covenant defeasance option”), but except as specified above, the
remainder of this Indenture and the Notes shall be unaffected thereby.  The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option. If
the Company exercises its covenant defeasance option, the Company may elect to
have the Guarantee terminate.


If the
Company exercises its legal defeasance option, payment of the Notes may not be
accelerated because of an Event of Default, and the Guarantee shall
terminate.  If the Company exercises its
covenant defeasance option, payment of the Notes may not be accelerated because
of an Event of Default specified in Section 6.01(3) (only with respect to the
covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4)
and Section 6.01(5) hereof.



 42
 









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


(c)           Notwithstanding the provisions of Section
8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section
2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08,
Section 2.09, Section 2.10, Section 3.01, Section 3.05, Section 3.06, Section
3.09, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 6.07,
Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the
Notes have been paid in full. 
Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and
Section 8.05 hereof shall survive.


Section 8.02.  Conditions to Defeasance.  The Company may exercise its legal defeasance
option or its covenant defeasance option only if:


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


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


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


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


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


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


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



 43
 









(8)           in the case of the
legal defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel (subject to customary assumptions and exclusions) in the
United States stating that (i) the Company has received from, or there has been
published by, the U.S. Internal Revenue Service a ruling, or (ii) since the
date of this Indenture there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Noteholders will not recognize income, gain or
loss for federal income tax purposes as a result of such defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such legal defeasance had not
occurred;


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


(10)         the Company delivers to
the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent to the defeasance and discharge of the Notes and
this Indenture as contemplated by this Article 8 have been complied with.


Section 8.03.  Application of Trust Money.  The Trustee shall
hold in trust money or U.S. Government Securities deposited with it pursuant to
this Article 8.  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 8.04.  Repayment to Company.  The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any excess money or securities
held by them upon payment of all the obligations under this Indenture.


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


Section 8.05.  Indemnity for U.S.
Government Securities.  The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Securities or the principal and interest received on
such U.S. Government Securities.


Section 8.06.  Reinstatement.  If the Trustee or
Paying Agent is unable to apply any money or U.S. Government Securities in
accordance with this Article 8 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the
Company under this Indenture and the Notes shall be revived and reinstated as
though no deposit had occurred pursuant to this Article 8 until such time as
the Trustee or Paying Agent is permitted to 



 44
 









apply all such money or U.S. Government Securities
in accordance with this Article 8; provided, however, that, if the Company has
made any payment of interest on or principal of any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Securities held by the Trustee or Paying Agent.


The
Trustee’s rights under this Article 8 shall survive termination of this
Indenture and the resignation or removal of the Trustee.


ARTICLE
9

Amendments


Section 9.01.  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
4 in respect of the assumption by a Successor Guarantor of an obligation of the
Guarantor under this Indenture;


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


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


(5)           to secure the Notes;


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


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


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


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


After
an amendment under this Section 9.01 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 9.01.


Section 9.02.  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




 45
 









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 stated rate
of or extend the stated time for payment of interest on any Note;


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


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


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


(6)           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;


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


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


It
shall not be necessary for the consent of the Holders under this Section 9.02
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 9.02 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 9.02.


Section 9.03.  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 9.04.  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 



 46
 









consents under Section 9.01 or 9.02 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 9.05.  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 9.06.  Trustee to Sign Amendments.  The Trustee
shall sign any amendment authorized pursuant to this Article 9 if the amendment
does not affect the rights, duties, protections, privileges, indemnities,
powers, 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 7.01 and 7.02 hereof),
shall be fully protected in relying upon an Officer’s Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture, that it conforms to the applicable requirements of the Trust
Indenture Act and that such amendment is the legal, valid and binding
obligation of the Company and any Guarantors, enforceable against them in
accordance with its terms, subject to customary exceptions and complies with
the provisions hereof (including Section 9.03 hereof).


ARTICLE
10

GUARANTEE


Section 10.01.  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, including, without limitation,
the obligations of the Company under Section 7.07 hereof (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 10 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



 47














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 the Trustee or 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 or the
Trustee to any security held for payment of the Obligations.


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


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



 48
 








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 10.02.  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 10.03.  Consideration.  The Guarantor has received, or will receive,
direct or indirect benefits from the making of the Guarantee.


Section 10.04.  Additional Amounts.  In the event that payments are required to be
made by the Guarantor pursuant to its obligations under this Article, the
Guarantor will pay to the Holder of any Note additional amounts as may be
necessary so that every net payment made by the Guarantor of the 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, assessment or other
similar governmental charge duly imposed by Bermuda, will not be less than the
amount provided in that Note to be then due and payable.  The Guarantor will not be required, however,
to make any payment of additional amount for or on account of any such tax
imposed by reason of the Holder having some connection with Bermuda other than
its participation as Holder.


ARTICLE 11

MISCELLANEOUS


Section 11.01.  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 11.02.  Notices.  Any notice or communication shall be in
writing and (a) delivered in person, (b) sent by a recognized overnight
delivery service (with charges prepaid), or (c) sent by telecopy if the sender
on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), addressed as follows:



 49
 








 


	
   

  	
  If to the Company:

  
	
   

  	
  Bunge N.A.
  Finance L.P.

  
	
   

  	
  2190 South
  Service Road West

  
	
   

  	
  Oakville,
  Ontario L6L 5N1

  
	
   

  	
  Attention: Frank
  Marchiony

  
	
   

  	
  Telephone: (905)
  825-7900

  
	
   

  	
  Telecopy: (905)
  847-8843

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Hunter Smith

  
	
   

  	
  Telecopy: (914)
  684-3283

  
	
   

  	
   

  
	
   

  	
  If to the
  Guarantor:

  
	
   

  	
   

  
	
   

  	
  Bunge Limited

  
	
   

  	
  50 Main Street

  
	
   

  	
  White Plains,
  New York 10606

  
	
   

  	
  Attention:
  Hunter Smith

  
	
   

  	
  Telephone: (914)
  684-3450

  
	
   

  	
  Telecopy: (914)
  684-3283

  
	
   

  	
   

  
	
   

  	
  if to the
  Trustee:

  
	
   

  	
   

  
	
   

  	
  [                                         ]

  
	
   

  	
  [                                         ]

  
	
   

  	
  [                                         ]

  
	
   

  	
  [                                         ]

  
	
   

  	
  Attention:                   

  
	
   

  	
  Telephone:                    

  
	
   

  	
  Telecopy:                   

  



 


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 11.03.  Communication by Holders with Other Holders.  Noteholders may communicate pursuant to
Trust Indenture Act, Section 312(b) with other Noteholders with respect to
their rights under this Indenture or the Notes. 
The Company, the Trustee, the Registrar 



 50
 








and anyone
else shall have the protection of Trust Indenture Act, Section 312(c).


Section 11.04.  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
Officer’s Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signer, 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 11.05.  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 Officer’s Certificate or on certificates of public
officials.


Section 11.06.  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 an Affiliate of 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 11.07.  Rules by Trustee,  Paying Agent and Registrar.  The Trustee may make reasonable
rules for action by, or a meeting of, Noteholders.  The Registrar and the Paying Agent may make
reasonable rules for their functions.


Section 11.08.  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, 



 51
 








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 11.09.  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 11.10.  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 11.11.  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 11.12.  Consent to Jurisdiction.  The Guarantor irrevocably submits to the
non-exclusive 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 11.13.  Appointment for Agent for
Service of Process.  The
Guarantor hereby (i) irrevocably designates and appoints its Chief Financial
Officer (from time to time) at its principal executive offices at 50 Main
Street, White Plains, New York 10606 (the “Authorized
Agent”), as its agent upon which process may be served in any suit,
action or proceeding described in the first sentence of Section 11.12 hereof
and represents and warrants that the Authorized Agent has accepted such
designation and (ii) agrees that service of process upon the Authorized Agent
and written notice of said service to the Guarantor mailed or delivered to its
Secretary at its registered office at 2 Church Street, Hamilton, Bermuda, shall
be deemed in every respect effective service of process upon the Guarantor in
any such suit or proceeding.  The
Guarantor further agrees to take any and all action, including the execution
and filing of any and all such documents and instruments, as may be necessary
to continue such designation and appointment of the Authorized Agent in full
force and effect so long as any of the Notes shall be outstanding.


Section 11.14.  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 



 52
 








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 11.15.  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 11.16.  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.


Section 11.17.  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 



 53
 








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 11.17 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 11.17 shall survive the
termination of this Indenture and the resignation or removal of the Trustee.


Section 11.18.  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 11.19.  Qualification of Indenture.  The Company shall qualify this Indenture
under the Trust Indenture Act 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 Officer’s 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 11.20.  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.



 54
 








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


	
  

  	
  BUNGE N.A. FINANCE L.P., as
  Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUNGE LIMITED,
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                                   ],

  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 55














EXHIBIT A


[FORM OF FACE OF
INITIAL NOTE AND SUBSEQUENT NOTE]


[Depository
Legend, if applicable]


	
  No. [          ]

  	
   

  	
  Principal Amount U.S.

  
	
   

  	
   

  	
  [              ],
  as revised by the

  
	
   

  	
   

  	
  Schedule of Increases and

  
	
   

  	
   

  	
  Decreases in Global Note attached

  
	
   

  	
   

  	
  hereto

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP NO.     

  	
   

  
	
   

  	
   

  	
  ISIN: 

  	
   

  



 


[    ]%
Senior Notes Due [    ]


Bunge N.A. Finance L.P., a Delaware limited
partnership, promises to pay to [                            ],
or registered assigns, the principal sum of $[                   ]
U.S. Dollars, as revised by the Schedule of Increases and Decreases in Note
attached hereto, on [              ].


Interest Payment Dates: [              ]
and [              ]


Record Dates: [          ]
and [            ]


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.


	
  

  	
   

  	
  BUNGE N.A. FINANCE L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


[                                                          ],

as Trustee, certifies that this is one of

the Notes referred to in the Indenture.


	
  By:

  	
   

  	
   

  
	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  Date: 

  	
                           

  	
  , 200

  	
   

  	
   

  
							



 



 A-2
 








[FORM OF REVERSE
SIDE OF INITIAL NOTE AND SUBSEQUENT NOTE]


[    ]% Senior Note Due [     ]


1.             General


Bunge N.A. Finance L.P., a Delaware limited
partnership (such partnership, 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 [               ],
among the Company, the Guarantor and the Trustee (as such Indenture may be
amended or supplemented from time to time in accordance with the terms thereof,
the “Indenture”). The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the U.S. Trust Indenture Act of 1939 as in effect on the date of
the Indenture (the “Trust Indenture Act”).
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all such terms, and
Noteholders are referred to the Indenture and the Trust Indenture Act for a
statement of those terms.


The Notes are general unsecured senior obligations of
the Company, including (a) U.S. $[               ]
in aggregate principal amount of Notes being offered on the Issue Date (subject
to Section 2.07 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 Notes] [Subsequent Notes] referred to
in the Indenture.


The Company may from time to time during the
Subsequent Issuance Period, 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
incur Indebtedness or Liens or enter into any consolidations, mergers or
amalgamations. In addition, the Indenture imposes certain limitations on, among
other things, (i) the incurrence of Liens by the Guarantor or any Restricted
Subsidiary, (ii) Sale-Leaseback Transactions by the Guarantor or any Restricted
Subsidiary and (iii) consolidations, mergers, amalgamations and sales of assets
of the Guarantor or any Subsidiary.


To guarantee the
due and punctual payment of the principal of and premium, if any, and interest
on the Notes and all other amounts payable by the Company under the Indenture
and the Notes when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Notes and
the Indenture, the Guarantor has unconditionally guaranteed such obligations
pursuant to the terms of the Indenture. The 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 [       ]
and [       ] of each year commencing
[       ]. 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 [                     ],
200[  ]. 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 [          ]or
[          ] next
preceding the interest payment date even if Notes are cancelled, repurchased or
redeemed after the record date and on or before the interest payment date. Holders
must surrender Notes to a Paying Agent to collect principal payments. The
Company will pay principal, premium, if any, and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Except as described in the succeeding two sentences, the
principal of and premium, if any, and interest on the Notes shall be payable at
the office or agency of the Company maintained for such purpose in The City of
New York, or at such other office or agency of the Company as may be maintained
for such purpose pursuant to Section 2.03 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 account 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 will be made by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the
Paying Agent to such effect designating such account no later than 15 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).


4.             Paying Agent and
Registrar


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



 A-4
 








5.             Optional
Redemption by the Company


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


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


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


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


“Independent Investment
Banker” means any of [                            ]
or [                                    ],
or, if all such firms are unwilling or unable to select the applicable
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee and reasonably acceptable to the
Company.


“Reference Treasury Dealer”
means [                           ]
and [                                  ],
and two other primary U.S. Government securities dealer in New York City
selected by the Independent Investment Banker (each, a “Primary Treasury Dealer”);
provided however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, the Company will substitute another Primary Treasury Dealer.


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



 A-5
 








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


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


6.             Offers to
Repurchase


Upon the occurrence of a Change of Control Triggering
Event, the Company shall make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 thereof) of each Holder’s Notes at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of purchase (the “Change of
Control Payment”). The Change of Control Offer shall be made in
accordance with Section 3.14 of the Indenture.


7.             Additional Amounts


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


8.             Denominations;
Transfer; Exchange


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



 A-6
 








period beginning 15 days
before an interest payment date and ending on such interest payment date.


9.             Persons Deemed
Owners


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


10.           Unclaimed Money


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


11.           Defeasance


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


12.           Amendment, Waiver


The Indenture or the Notes may be amended with the
written consent of the Holders of at least a majority in principal amount of the
then outstanding Notes; provided, however,
that the consent of each Noteholder affected is required to (i) reduce the
amount of Notes whose Holders must consent to an amendment of the Indenture or
the Notes, (ii) reduce the stated rate or extend the stated time for payment of
interest on a Note, (iii) reduce the principal of or extend the Stated Maturity
of a Note, (iv) reduce the premium payable upon redemption of a Note, (v) make
any Note payable in money other than that stated herein, (vi) impair the right
of a Holder to receive payment under the Note or institute suit for the
enforcement of such payment, (vii) make any change to the amendment provisions
which require each Holder’s consent or the waiver provisions, or (viii) 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 4 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 requirement of the
SEC in connection with qualifying the Indenture under the Trust Indenture Act,
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



 A-7
 








the written consent of
the Holders of a majority in principal amount of the then outstanding Notes.


13.           Defaults and
Remedies


Under the Indenture, Events of Default include (1)
default for 30 days in payment of interest or additional interest when due on
the Notes; (2) default in payment of principal of or premium, if any, on the
Notes at Stated Maturity, upon optional redemption, upon declaration or
otherwise; (3) the failure by the Company or the Guarantor to comply for 60
days after written notice with its other agreements contained in the Indenture
or under the Notes (other than those referred to in (1) or (2) above); (4) the
failure of the Company, the Guarantor or any Subsidiary (a) to pay the
principal of any indebtedness for borrowed money, including obligations
evidenced by any mortgage, indenture, bond, debenture, note, guarantee or other
similar instruments, on the scheduled or original date due; (b) to pay interest
on any such 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
and such acceleration has not been cured within 15 days after notice of
acceleration; 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; or (5) certain events of bankruptcy, insolvency or reorganization
of the Company, the Guarantor or any Material Subsidiary (the “bankruptcy events”). However, a default under clause (3)
will not constitute an Event of Default until the Trustee or the Holders of at
least 25% in principal amount of the outstanding Notes notify the Company or
the Guarantor, as the case may be, of the default and the Company or the
Guarantor, as the case may be, does not cure such default within the time
specified in clause (3) hereof after receipt of such notice.


If an Event of Default other than a bankruptcy event
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Notes may declare all the Notes by written notice to
the Company to be due and payable immediately. If an Event of Default in
connection with a bankruptcy event occurs and is continuing, the principal
amount of the Notes, the premium, if any, and all accrued and unpaid interest
shall be immediately due and payable without any action or other act on the
part of the Trustee or the Holders.


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


14.           Trustee Dealings
with the Company


Subject to certain limitations set forth in the
Indenture, the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
and collect obligations owed to it by the Company or its Affiliates and may



 A-8
 








otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.


15.           No Recourse Against
Others


An incorporator, director, officer, employee,
affiliate, stockholder or partner (other than a general partner of the Company
and any stockholder of any such general partner that is an unlimited liability
company, in each case that would otherwise be liable) of each of the Company or
the Guarantor, solely by reason of this status, shall not have any liability
for any obligations of the Company under the Notes, the Indenture or the
Guarantee or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Noteholder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.


16.           No Petition


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


17.           Authentication


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


18.           Abbreviations


Customary abbreviations may be used in the name of a
Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to
Minors Act).


19.           CUSIP Numbers


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



 A-9
 








20.           Governing Law


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


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


Bunge N.A. Finance L.P.

2190 South Service Road West

Oakville, Ontario L6L 5N1

Attention:  Frank Marchiony

Telephone:  (905) 825-7900

Telecopy:  (905) 847-8843



 A-10
 








ASSIGNMENT FORM


To assign this Note, fill
in the form below:


I or we assign and
transfer this Note to


 


	
   

  	
   

  	
   

  
	
  

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
   

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

  	
   

  
					



 


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


 


	
   

  
	
   

  
	
  Date:

  	
   

  	
    Your
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  
	
   

  	
  (Signature must
  be guaranteed)

  
	
   

  	
   

  
	
   

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

  
					



 


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



 A-11
 








[TO BE ATTACHED TO
NOTES]

SCHEDULE OF INCREASES OR DECREASES IN NOTE


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


	
  Date of Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount of this

  Note

  	
   

  	
  Amount of increase in

  Principal Amount of this

  Note

  	
   

  	
  Principal Amount of this

  Note following such

  decrease or increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or 

  Securities Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 A-12
 








OPTION OF HOLDER TO ELECT
PURCHASE


If
you want to elect to have this Note purchased by the Company pursuant to Section 3.14
of the Indenture, check the box below:


[   ] Section 3.14


If
you want to elect to have only part of this Note purchased by the Issuer pursuant
to Section 3.14 of the Indenture, state the amount you elect to have purchased:


$                      


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your name appears on

  the face of this Note)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax Identification No.:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  	
   

  
								



 






*
Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable
to the Trustee).



 A-13
 








SCHEDULE 1.1


[Material
Subsidiaries] 



 A-14
 








SCHEDULE 3.4


[Existing Liens]


 



 A-15