Exhibit 4.8


 


BUNGE LIMITED FINANCE
CORP.,


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

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  
	
  Section 2.14. Tax Treatment

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3

  	
   

  	
   

  
	
  Covenants

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01. Payment of Notes

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 3.02. Limitation and Restrictions on
  Activities of the Company

  	
   

  	
  22

  



 


i

















 


	
   

  	
   

  	
   

  
	
  Section 3.03. Limitation on Liens

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.04. Limitation on Sale-Leaseback
  Transactions

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.05. Exclusion from Limitations

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.06. Maintenance of Office or Agency

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.07. Corporate Existence

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.08. Maintenance of Properties;
  Insurance

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 3.09. Payment of Taxes and Other Claims

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 3.10. Payments for Consent

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 3.11. Compliance Certificate

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 3.12. Further Instruments and Acts

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 3.13. Statement by Officers as to
  Default

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 3.14. Notice of Change in Bermuda Law,
  Debt Ratings

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 3.15. Offer to Repurchase Upon Change
  of Control

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
   

  
	
  Successor Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.
  Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor

  	
   

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
   

  
	
  Optional Redemption of Notes

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.
  Optional Redemption by the Company

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 5.02.
  Applicability of Article

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 5.03. Election to Redeem; Notice to Trustee

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 5.04.
  Selection by Trustee of Notes to Be Redeemed

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 5.05.
  Notice of Redemption

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 5.06.
  Deposit of Redemption Price

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 5.07.
  Notes Payable on Redemption Date

  	
   

  	
  32

  



 


ii

















 


	
   

  	
   

  	
   

  
	
  Section 5.08.
  Notes Redeemed in Part

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
   

  
	
  Defaults and Remedies

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.
  Events of Default

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 6.02.
  Acceleration

  	
   

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 6.03.
  Other Remedies

  	
   

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 6.04.
  Waiver of Past Defaults

  	
   

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 6.05.
  Control by Majority

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 6.06.
  Limitation on Suits

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 6.07.
  Rights of Holders to Receive Payment

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 6.08.
  Collection Suit by Trustee

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 6.09.
  Trustee May File Proofs of Claim

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 6.10.
  Priorities

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 6.11.
  Undertaking for Costs

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
   

  
	
  Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.
  Duties of Trustee

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 7.02.
  Rights of Trustee

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 7.03.
  Individual Rights of Trustee

  	
   

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 7.04.
  Trustee’s Disclaimer

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 7.05.
  Notice of Defaults

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 7.06.
  Report by Trustee to Holders

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 7.07.
  Compensation and Indemnity

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 7.08.
  Replacement of Trustee

  	
   

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 7.09.
  Successor Trustee by Merger

  	
   

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 7.10.
  Eligibility; Disqualification

  	
   

  	
  42

  



 


iii

















 


	
   

  	
   

  	
   

  
	
  Section 7.11.
  Preferential Collection of Claims Against Company

  	
   

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 7.12.
  Trustee’s Application for Instruction from the Company

  	
   

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
   

  
	
  Discharge of Indenture; Defeasance

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.
  Discharge of Liability on Notes; Defeasance

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 8.02.
  Conditions to Defeasance

  	
   

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 8.03.
  Application of Trust Money

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 8.04.
  Repayment to Company

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 8.05.
  Indemnity for U.S. Government Securities

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 8.06.
  Reinstatement

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
   

  
	
  Amendments

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01.
  Without Consent of Holders

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 9.02.
  With Consent of Holders

  	
   

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 9.03.
  Compliance with Trust Indenture Act

  	
   

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 9.04.
  Revocation and Effect of Consents and Waivers

  	
   

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 9.05.
  Notation on or Exchange of Notes

  	
   

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 9.06.
  Trustee to Sign Amendments

  	
   

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
   

  
	
  Guarantee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.
  Guarantee

  	
   

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 10.02.
  No Subrogation

  	
   

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 10.03.
  Consideration

  	
   

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01.
  Trust Indenture Act Controls

  	
   

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 11.02.
  Notices

  	
   

  	
  51

  



 


iv

















 


	
   

  	
   

  	
   

  
	
  Section 11.03.
  Communication by Holders with Other Holders

  	
   

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 11.04.
  Certificate and Opinion as to Conditions Precedent

  	
   

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.05.
  Statements Required in Certificate or Opinion

  	
   

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.06.
  When Notes Disregarded

  	
   

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.07.
  Rules by Trustee, Paying Agent and Registrar

  	
   

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.08.
  Legal Holidays

  	
   

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.09.
  GOVERNING LAW

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 11.10.
  No Recourse Against Others

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 11.11.
  Successors

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 11.12.
  Consent to Jurisdiction

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 11.13.
  Appointment for Agent for Service of Process

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 11.14.
  Waiver of Immunities

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 11.15.
  Additional Amounts

  	
   

  	
  55

  
	
   

  	
   

  	
   

  
	
  Section 11.16.
  Judgment Currency

  	
   

  	
  55

  
	
   

  	
   

  	
   

  
	
  Section 11.17.
  No Bankruptcy Petition Against the Company; Liability of the Company

  	
   

  	
  55

  
	
   

  	
   

  	
   

  
	
  Section 11.18.
  Multiple Originals

  	
   

  	
  56

  
	
   

  	
   

  	
   

  
	
  Section 11.19.
  Qualification of Indenture

  	
   

  	
  56

  
	
   

  	
   

  	
   

  
	
  Section 11.20.
  Table of Contents; Headings

  	
   

  	
  56

  



 


	
  EXHIBIT A

  	
  Form of the
  Initial Note and Subsequent Note

  
	
  SCHEDULE 1.1

  	
  Designated Obligors and
  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  LIMITED FINANCE CORP., a Delaware corporation
(the “Company”), as issuer, BUNGE LIMITED, a
company formed under the laws of Bermuda with limited liability (the “Guarantor”), as guarantor, and
[        ] (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.


 

















 


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


 


“Business Day” means a day other than a Saturday,
Sunday or other day on which commercial banking institutions are authorized or
required by law to close in 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, of 50% or more of the total voting
power of the Voting Stock of the Guarantor then outstanding;


 


(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 that is
not a Subsidiary of the Guarantor; 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 3.15
hereof.


 


“Change of
Control Payment” has the meaning ascribed to it in Section 3.15
hereof.


 


“Change of
Control Payment Date” has the meaning ascribed to it in Section 3.15
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 Limited Finance Corp. or its successor.


 


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


 


 


2

















 


“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.


 


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


 


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


 


“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.


 


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


 


3

















 


“Fair Market
Value” means, with respect to any property, the sale value of such
property that would be realized in an arms-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.


 


“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.


 


“Guaranty”
means the Sixth Amended and Restated Guaranty, dated as of June 11, 2007,
by the Guarantor to Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
JPMorgan Chase Bank, N.A. and the Master Trust Trustee, as the same may be
amended, supplemented or otherwise modified from time to time in accordance
with its terms, subject to Section 3.02(f) hereof.


 


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


 


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


 


“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.


 


“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.


 


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


 


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


 


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


 


“Paying Agent”
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 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;


 


6

















 


(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 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;


 


7

















 


(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 in each case as set forth in the Master
Trust Transaction Documents.


 


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.


 


“Pooling
Agreement” means the Fifth Amended and Restated Pooling Agreement,
dated as of June 28, 2004, among Bunge Funding, Inc., Bunge
Management Services, Inc., as servicer, and The Bank of New York, in its
capacity as Master Trust Trustee, as amended, modified or supplemented from
time to time in accordance with its terms, subject to Section 3.02(f) hereof.


 


“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.


 


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


 


 


8

















 


“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.


 


“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 that has been designated
by the Guarantor as eligible for intercompany loans to be made by the master
trust under the Master Trust Transaction Documents, (b) any other
Subsidiary which is a “significant subsidiary” under Regulation S-X under the
Securities Act, or (c) 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.-Fostertil 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 Restricted 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.


 


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


 


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


 


“Series 2002-1
Supplement” means the Fourth Amended and Restated Series 2002-1
Supplement to the Pooling Agreement, dated as of February 15, 2008, among
the Company, Bunge Funding, Inc., Bunge Management Services, Inc. and
the Master Trust Trustee, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms, subject to Section 3.02(f) hereof.


 


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


 


 


9

















 


“Servicing Agreement”
means the Third Amended and Restated Servicing Agreement, dated as of December 23,
2003 among Bunge Funding, Inc., Bunge Management Services, Inc., as
the servicer, and The Bank of New York, in its capacity as the Master Trust
Trustee, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms, subject to Section 3.02(f) hereof.


 


“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
[        ].


 


10














 


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


 


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


 


“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;


 


 


11

















 


 


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


 


(3)                                  “or” is not exclusive;


 


(4)                                  “including” means including without
limitation;


 


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


 


(6)                                  the principal amount of any noninterest
bearing or other discount security at any date shall be the principal amount
thereof that would be shown on a balance sheet of the issuer dated such date
and 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).


 


 


12

















 


 


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, 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 3.15 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)                                  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.”


 


(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


 


 


13

















 


absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by DTC or impair, as between DTC and its Agent Members,
the operation of customary practices of DTC governing the exercise of the
rights of a Holder of a beneficial interest in any Global Note.


 


(iv)                              In connection
with any transfer of a portion of the beneficial interest in a Global Note
pursuant to Section 2.01(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) subject to the procedures of DTC, the Company or
the Guarantor 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)                                  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 


 


14

















 


 


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.


 


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, the Initial
Notes for original issue on the Issue Date initially in an aggregate principal
amount of U.S. $1,000,000,000; 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. $1,000,000,000 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.  Unless otherwise provided 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, unless otherwise provided in this Indenture, 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 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 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


 


 


15

















 


 


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 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 


 


 


16

















 


 


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 3.15 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)                                 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.


 


(vi)                              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 


 


17

















 


 


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 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.


 


 


18

















 


 


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 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 


 


 


19

















 


 


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
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


 


 


20














 


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.


 


Section 2.14. 
Tax Treatment.  The Company and the Holders intend, and will
take all actions consistent with the intention, that the Notes be treated as indebtedness
for all federal, state, local, and foreign income and franchise tax
purposes.  The Company, by entering into
this Indenture, and each Holder, by its acceptance of its Note, agree to treat
the Notes as indebtedness for federal, state, local and foreign income and
franchise tax purposes.


 


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 date the Trustee or the Paying Agent holds in
accordance with this Indenture money sufficient to 


 


 


21

















 


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 11.15,
the Company may, to the extent it is required to do so by law, deduct or
withhold income or other taxes imposed by the United States of America (or any
political subdivision thereof) from principal or interest payments hereunder.


 


Section 3.02. 
Limitation and Restrictions on Activities of the
Company.  (a) The Company
shall not engage in any business or enterprise or enter into any transaction or
agreement other than in connection with (i) the issuance and sale of the
Notes, (ii) the incurrence of other Permitted Indebtedness, (iii) the
entering into of Hedge Agreements relating to the Notes or the other Permitted
Indebtedness having a notional amount not exceeding the aggregate principal
amount of the Notes and such other Permitted Indebtedness then outstanding and (iv) the
use of the net proceeds from the issuance of the Notes or the other Permitted
Indebtedness to either increase its investment in the Series 2002-1 VFC,
repay Permitted Indebtedness outstanding from time to time or pay expenses
incurred in connection with such Permitted Indebtedness.


 


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


 


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


 


(d)                                 The Company shall not create, assume,
incur or suffer to exist any Lien upon or with respect to any of its Property;
provided, however, it being understood, for the avoidance of doubt, that the
Company shall not create, incur, assume or suffer to exist any Lien including
Liens which would otherwise constitute a Permitted Lien in the case of the
Guarantor or any Restricted Subsidiaries.


 


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


 


(f)                                    The Company shall not amend, supplement,
waive or modify, or consent to any amendment, supplement, waiver or
modification of, any Master Trust Transaction Document except in accordance
with the provisions of this Section 3.02(f).  Any provision of any Master Trust Transaction
Document may be amended, waived, supplemented, restated, discharged or
terminated without the consent of the Holders so long as in each case, the
Trustee shall have received prior notice thereof together with copies of any
documentation related thereto; provided that such amendment, waiver, supplement
or restatement does not (i) render the Series 2002-1 VFC subordinate
in payment to any other Series under the Bunge Master Trust or otherwise
adversely discriminate against the Series 2002-1 VFC relative to any other
Series under the 


 


 


22

















 


 


Bunge Master Trust, (ii) reduce in any manner the
amount of, or delay the timing of, distributions which are required to be made
on or in respect of the Series 2002-1 VFC, (iii) change the
definition of, the manner of calculating, or in any way the amount of, the
interest of the Company in the assets of the Bunge Master Trust, (iv) change
the definition of “Eligible Loans” or, to the extent used in such definition,
other defined terms used in such definition, (v) result in a Default or
Event of Default, or (vi) terminate the Bunge Master Trust with respect to
less than all of the then outstanding Series issued by the Bunge Master
Trust; and provided, further, that, the Bunge Master Trust may be terminated at
any time with respect to all Series then outstanding without the consent
of the Holders.  Any amendment, waiver,
supplement or restatement of a Master Trust Transaction Document (including any
exhibit thereto) of the type described in clauses (i), (ii), (iii), (iv), (v) or
(vi) of this Section 3.02(f) shall require the written consent
of the Holders of at least a majority in principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes).


 


Section 3.03. 
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 3.04. 
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 3.03 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 


 


23

















 


 


Indebtedness for such Sale-Leaseback Transaction
during such one-year period to the acquisition, construction or development of
other similar Property.


 


Section 3.05. 
Exclusion from Limitations.  Notwithstanding Sections 3.03 and 3.04
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 3.04(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 3.06. 
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 3.07. 
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 existence and
take all reasonable action to maintain its corporate 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 Board of Directors of the Company or the
Guarantor, as applicable, shall determine that the preservation thereof is no
longer desirable in the conduct of its business and that the loss thereof is
not, and will not be, disadvantageous in any material respect to the Holders;
and provided further, the Guarantor may amalgamate or merge in accordance with 


 


24

















 


 


Section 4.01 hereof.


 


Section 3.08. 
Maintenance of Properties; Insurance.  The Guarantor shall, and shall cause each of
its Subsidiaries to, keep all property useful and necessary in its business in
good working order and condition, except where failure to do so would not have
a Material 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 3.09. 
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 3.10. 
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 3.11. 
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 3.12. 
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 3.13. 
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 


 


25

















 


 


thereto.


 


Section 3.14. 
Notice of Change in Bermuda Law, Debt Ratings.  The Guarantor shall give notice to the
Trustee promptly after becoming aware of (i) any changes in taxes, duties
or other fees of Bermuda or any political subdivision or taxing authority
thereof or any change in any laws of Bermuda, in each case, that may affect any
payment due under this Indenture, (ii) any change in such Guarantor’s
public or private debt ratings by a “nationally recognized 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 3.15. 
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, but excluding, 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 3.15 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;


 


 


26

















 


 


(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;


 


(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 $1,000 or an integral multiple of $1,000 in excess thereof; and


 


(xi)                                the other
instructions, as determined by the Company, consistent with this Section 3.15,
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 without 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 3.15,
the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Section 3.15
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,


 


 


27

















 


 


(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


 


(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 the aggregate
principle amount of such Notes or portions thereof that 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 Triggering Event 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 3.15
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 Triggering Event, conditional upon such Change of Control Triggering
Event, 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 3.15, any purchase pursuant to this Section 3.15 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


 


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 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


 


 


28

















 


 


(b)                                 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 Guarantor engages
in one of the transactions described above and complies with the conditions
listed above, the Successor Guarantor will succeed to, and be substituted for,
and may exercise every right and power of, the Guarantor under this Indenture,
but, in the case of a lease of all or substantially all its assets, the
Guarantor will not be released from the obligation to pay the principal of and
premium, if any, and interest on the Notes.


 


In the event that the
Guarantor consolidates with or merges or amalgamates with or into, or sells,
leases or conveys all or substantially all of its assets to, another Person
subject to the terms of this Section 4.01 (a “Transfer”)
and the Successor Guarantor is a Person organized under the laws of a 


 


 


29

















 


 


member state of
the European Union, Canada, Australia or Switzerland, then the Guarantor and
the Successor Guarantor 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 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 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 Board of Directors 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.


 


 


30














 


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.


 


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


 


31

















 


(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.


 


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 3.06
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;


 


32

















 


(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 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,
a Designated Obligor or any Material Subsidiary shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or the
Company, the Guarantor, a Designated Obligor or any Material Subsidiary shall
make a general assignment for the benefit of its creditors; or (ii) there
shall be commenced against the Company, the Guarantor, a Designated Obligor or
any Material Subsidiary any case, proceeding or other action of a nature
referred to in clause (i) above that (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii) there
shall be commenced against the Company, the Guarantor, a Designated Obligor or
any Material Subsidiary any case, proceeding or other action seeking issuance
of a warrant of attachment, execution, distraint or similar process against all
or any substantial part of its assets that results in the entry of an order for
any such relief that shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) the
Company, the Guarantor, a Designated Obligor or any Material Subsidiary shall
take any action in furtherance of, or indicating its consent to, approval of,
or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) the Company, the Guarantor, a Designated Obligor or any Material 


 


33

















 


Subsidiary shall
generally not, or shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due.


 


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.  (a) If an Event of Default occurs and is
continuing, the Trustee by written notice to the Company, or the Holders of at
least 25% in outstanding principal amount of the Notes by written notice to the
Company and the Trustee, may, and the Trustee at the request of such Holders
shall, declare the principal of and premium, if any, and accrued and unpaid
interest on all the Notes to be due and payable.  Upon such a declaration, such principal,
premium, if any, and accrued and unpaid interest shall be immediately due and
payable.  If an Event of Default
described in paragraph (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.


 


(b)           In
the event the principal of and premium, if any, and accrued and unpaid interest
on the Notes becomes due and payable pursuant to section 6.02(a) hereof,
the Trustee shall instruct the Company, and the Company shall instruct the
Master Trust Trustee, to declare due and payable the principal and accrued
interest in respect of the intercompany loans that had been made using the net
proceeds from the sale of the Notes invested in the Series 2002-1 VFC.


 


Section 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 aggregate
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,


 


34

















 


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.


 


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 unduly 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


 


35

















 


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
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.


 


36

















 


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 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.


 


37

















 


(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 7.01 and to the provisions of the Trust Indenture Act.


 


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


 


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


 


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 


 


38

















 


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 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 this 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 


 


39

















 


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 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).


 


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,


 


40














 


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 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


 


41

















 


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.


 


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 


 


42

















 


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 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 3.05, Section 3.08,
Section 3.09 and Section 3.15 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 


 


43

















 


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.


 


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 3.06, Section 3.07, Section 3.10, Section 3.11,
Section 3.12, Section 3.13, Section 3.14, Section 3.15, 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


 


44

















 


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;


 


(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.


 


45

















 


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 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 or Successor Issuer of the
respective obligation of the Guarantor or the Company 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


 


46

















 


(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 or exchange offer for,
Notes).  However, without the consent of
each Noteholder affected, an amendment may not:


 


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


 


(2)           reduce the percentage in principal amount
of outstanding Notes whose Holders must consent to an amendment of provisions
of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof;


 


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


 


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


 


(5)           reduce the 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;


 


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


 


(7)           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;


 


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


 


(9)           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


 


47

















 


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 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).


 


48

















 


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 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.


 


49

















 


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


 


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


 


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


 


Section 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.


 


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.


 


50

















 


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:


 


51














 


	
   

  	
  If to the Company:

  
	
   

  	
  Bunge Limited Finance
  Corp.

  
	
   

  	
  11720 Borman Drive

  
	
   

  	
  St. Louis, Missouri
  63146

  
	
   

  	
  Attention: John Gilsinn

  
	
   

  	
  Telephone No: (314)
  292-2314

  
	
   

  	
  Telecopy: (314)
  292-4314

  
	
   

  	
   

  
	
   

  	
  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)
  684-3440

  
	
   

  	
  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



 


52

















 


 


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, 


 


53

















 


 


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 


 


54

















 


 


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.  Additional Amounts.  In the event that payments are required to be
made by the Guarantor pursuant to its obligations under the Guarantee, 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 amounts for or on account of any such tax
imposed by reason of the Holder having some connection with Bermuda, other than
its participation as a Holder under this Indenture.


 


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 Company; Liability of the Company.  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 


 


55

















 


 


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.


 


 


56

















 


 


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


 


	
   

  	
  BUNGE LIMITED FINANCE CORP., as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUNGE LIMITED, as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [

  	
   

  	
  ],

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


 


57














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 Limited Finance Corp., a Delaware corporation,
promises to pay to [      ], or registered
assigns, the principal sum of U.S.$ [      ], 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 LIMITED FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
  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:                                ,
  20

  	
   

  
			



 


 


A-2

















 


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


 


[      ]%
Senior Note Due
[              ]


 


1.                                       General


 


Bunge Limited Finance
Corp., a Delaware corporation (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.


 


Except as otherwise
provided in the Indenture, the Initial Notes and any Subsequent Notes will be
treated as a single class of securities under the Indenture.  The Indenture includes various covenants that
limit the ability of the Company, among other things, to engage in any business
or transaction, acquire assets or subsidiaries, incur Indebtedness or Liens or
enter into any consolidations, mergers, amalgamations or sales of assets. In addition,
the Indenture imposes certain limitations on, 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, the Company 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
[      ]. 
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 $1,000 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, but
excluding, the date of purchase (the “Change of Control Payment”).  The Change of Control Offer shall be made in
accordance with Section 3.15 of the Indenture.


 


7.                                       Additional Amounts


 


The Company 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
Company 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 the
United States, will not be less than the amount provided in such Note to be
then due and payable.  In addition, 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, will not be less than the amount provided in such 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 


 


 


A-6

















 


furnish
appropriate endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. 
The Registrar need not register the transfer of or exchange (i) any
Notes selected for redemption (except, in the case of a Note to be redeemed in
part, the portion of the Note not to be redeemed) for a period beginning 15
days before the mailing of a notice of Notes to be redeemed and ending on the
date of such mailing or (ii) any Notes for a period beginning 15 days
before an interest payment date and ending on such interest payment date.


 


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, the Notes or specified provisions of
the Master Trust Transaction Documents, (ii) reduce the stated rate or
extend the stated time for payment of interest on a Note, (iii) reduce the
principal of or extend the Stated Maturity of a Note, (iv) reduce the
premium payable upon redemption 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 


 


 


A-7

















 


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 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, a Designated Obligor 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 


 


 


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(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 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 or stockholder of each of the Company or
the Guarantor, solely by reason of this status, shall not have any liability
for any obligations of the Company under the Notes, the Indenture or the
Guarantee or for any claim based on, in respect of or by reason of such
obligations or their creation.  By
accepting a Note, each Noteholder waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Notes.


 


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 


 


 


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the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


 


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 Limited
Finance Corp.


11720 Borman Drive


St. Louis, Missouri 63146


Attention: John Gilsinn


Telephone No: (314)
292-2314


Telecopy: (314)
292-4314


 


 


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ASSIGNMENT FORM


 


To assign this Note, fill
in the form below:


 


I or we assign and
transfer this Note to


 


 


	
   

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

  	
   

  



 


	
   

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

  	
   

  



 


	
  and irrevocably
  appoint

  	
  agent to
  transfer this Note on the books of the Company.  The agent may substitute another to 

  



act for him.


 


	
   

  
	
  Date:

  	
   

  	
   Your
  Signature

  	
   

  



 


	
  Signature
  Guarantee:

  	
   

  



(Signature must be
guaranteed)


 


 


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

  



 


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


 


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[TO BE ATTACHED TO
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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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OPTION OF HOLDER TO ELECT
PURCHASE


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 3.15 of the Indenture, check the box
below:


 


[   ] Section 3.15


 


If you want to elect to have only part of this Note
purchased by the Issuer pursuant to Section 3.15 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).


 


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SCHEDULE 1.1


 


[Material
Subsidiaries]


 


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SCHEDULE
3.4


 


 


[Existing Liens]


 


A-15