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Exhibit 4.2    
    


EXHIBIT
A 


[FORM OF FACE OF INITIAL NOTE AND SUBSEQUENT NOTE]  


[Depository
Legend, if applicable]



[Applicable Restricted Notes Legend] 



	No. [        ]	 	 	 	Principal Amount U.S. $[                        ], as revised by the Schedule of Increases and
Decreases in Global Note attached hereto
	

 	
 	

CUSIP NO.                   	
 	

 
	 	 	ISIN:                         	 	 
	

 	
 	

5.350% Senior Notes Due 2014	
 	

 





        Bunge
Limited Finance Corp., a Delaware corporation, promises to pay to [                        ], or registered assigns, the
principal sum
of $[                        ] U.S. Dollars, as revised by the Schedule of Increases and Decreases in Global Note attached
hereto, on April 15, 2014. 



Interest
Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1 




        Additional
provisions of this Note are set forth on the reverse side hereof. 


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



	 	 	BUNGE LIMITED FINANCE CORP.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
[SEAL]





	TRUSTEE'S CERTIFICATE OF

AUTHENTICATION	 	 
	

SUNTRUST BANK,

as Trustee, certifies that this is one of

the Notes referred to in the Indenture.	
 	

 
	

By:	
 	

 	
 	

 
	 	 	
 Authorized Signatory	 	 
	

Date:                            , 2004	
 	

 




A-2







 
[FORM OF REVERSE SIDE OF

INITIAL NOTE AND SUBSEQUENT NOTE]

5.350% Senior Note Due 2014  


        1.    General    



        Bunge
Limited Finance Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
"Company"), issued the Notes under an Indenture, dated as of April 13, 2004, 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. $500,000,000 in aggregate principal amount of Notes being offered on the Issue Date (subject
to Section 2.09 of the Indenture) and (b) any Subsequent Notes. The Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. This Note is one of the
[Initial] [Subsequent] Notes referred to in the Indenture. 


        The
Company may from time to time, without the consent of existing Holders, create and issue Subsequent Notes having the same terms and conditions as the Initial Notes in all respects,
except for the Issue Date, issue price and first payment of interest thereon. Subsequent Notes issued in this manner will be consolidated with and will form a single class with the previously
outstanding Notes. 


        The
Initial Notes, any Subsequent Notes and the Exchange 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 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. 


        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 April 15 and October 15 of each year commencing October 15, 2004. 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 April 13, 2004. The Company shall pay interest on overdue principal or premium, if any,
plus interest on such interest to the extent 


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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 April 1 or October 1 next preceding the interest payment date even if Notes are cancelled, repurchased or redeemed after the
record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, 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,
SunTrust Bank (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. 


        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 20 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. 


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        "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 Citigroup Global Markets Inc., J.P. Morgan Securities Inc. or Morgan
Stanley & Co. Incorporated, 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 Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated, 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. 



        "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.    Additional Amounts    


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


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        7.    Denominations; Transfer; Exchange    


        The
Notes are in registered form without coupons in denominations of principal amount of U.S.$1,000 and whole multiples of U.S.$1,000. A Holder may transfer or exchange Notes in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not register the transfer of or exchange (i) any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion
of the Note not to be redeemed) for a period beginning 15 days before the mailing of a notice of Notes to be redeemed and ending on the date of such mailing or (ii) any Notes for a
period beginning 15 days before an interest payment date and ending on such interest payment date. 


        8.    Persons Deemed Owners    


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


        9.    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. 


        10.    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. 


        11.    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 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, or to provide for the issuance of Exchange Notes. 


        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 


A-6







 



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. 


        12.    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 (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their
interest. 


        13.    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. 


        14.    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. 


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        15.    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. 


        16.    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. 


        17.    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). 


        18.    CUSIP Numbers    


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


        19.    Governing Law    


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


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




Bunge
Limited Finance Corp.

11720 Borman Drive

St. Louis, Missouri 63146

Attention: Francis X. Marchiony, Treasurer 




A-8












   
ASSIGNMENT FORM 



        To
assign this Note, fill in the form below: 


        I
or we assign and transfer this Note to 



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





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





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









	
	 	 	 	 	 	 
	Date:	 	 	 	Your Signature:	 	 
	 	 	
	 	 	 	






	
	 	 
	Signature Guarantee:	 	 
	 	 	
(Signature must be guaranteed)
 











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


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


A-9







 

In
connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is two years after the later of the date of original issuance of such
Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are being: 


CHECK
ONE BOX BELOW: 



	

o	
 	

1	
 	

acquired for the undersigned's own account, without transfer; or
	

o	
 	

2	
 	

transferred to the Company; or
	

o	
 	

3	
 	

transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); or
	

o	
 	

4	
 	

transferred pursuant to an effective registration statement under the Securities Act; or
	

o	
 	

5	
 	

transferred pursuant to and in compliance with Regulation S under the Securities Act; or
	

o	
 	

6	
 	

transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which
letter appears as Section 2.07 of the Indenture); or
	

o	
 	

7	
 	

transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933.





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



	

 	
 	

 	
 	

 Signature
	

Signature Guarantee:	
 	

 	
 	

 
	

 (Signature must be guaranteed)	
 	

 	
 	

 Signature
	



	
 	

 	
 	

 
	







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


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


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









Dated: 


A-11







 
[TO
BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

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



	
Date of

Exchange
 
	
 	

Amount of decrease in

Principal Amount of

this Global Note
 
	
 	

Amount of increase in

Principal Amount of

this Global Note
 
	
 	

Principal Amount of this

Global Note following such

decrease or increase
 
	
 	

Signature of authorized

signatory of Trustee or

Securities Custodian
 

	
 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 




A-12








  



 
 

EXHIBIT B    



[FORM
OF FACE OF EXCHANGE 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:	 	





5.350%
Senior Notes Due 2014 


        Bunge Limited Finance Corp., a Delaware corporation, promises to pay to
[                        ], or registered assigns, the principal sum of
$[                        ] U.S. Dollars, as revised by the Schedule of Increases and Decreases in Global Note attached hereto, on
April 15, 2014. 



        Interest
Payment Dates: April 15 and October 15 


        Record
Dates: April 1 and October 1 


        Additional
provisions of this Note are set forth on the reverse side hereof. 


B-1







 

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



	

 	
 	

BUNGE LIMITED FINANCE CORP.
	



	
 	

 	
 	

 	
 	

 
	

 	
 	

By:	
 	

 	
 	

 
	

 	
 	

 	
 	


	

 	
 	

 	
 	

Name:

Title:	
 	

 
	

 	
 	

 	
 	

 	
 	

[SEAL]







TRUSTEE'S CERTIFICATE OF

AUTHENTICATION 


SUNTRUST
BANK,

as Trustee, certifies that this is one of

the Notes referred to in the Indenture. 


By:                                       
                                

Authorized Signatory 


Date:                            
    , 2004 


B-2







 
[FORM
OF REVERSE SIDE OF EXCHANGE NOTE] 


5.350%
Senior Note Due 2014 


	1.
	General



        Bunge
Limited Finance Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
"Company"), issued the Notes under an Indenture, dated as of April 13, 2004, 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. $500,000,000 in aggregate principal amount of Notes being offered on the Issue Date (subject
to Section 2.09 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
Exchange Notes referred to in the Indenture. 


        The
Company may from time to time, without the consent of existing Holders, create and issue Subsequent Notes having the same terms and conditions as the Initial Notes in all respects,
except for the Issue Date, issue price and first payment of interest thereon. Subsequent Notes issued in this manner will be consolidated with and will form a single class with the previously
outstanding Notes. 


        The
Initial Notes, any Subsequent Notes and the Exchange 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 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. 


	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 April 15 and October 15 of each year commencing October 15, 2004. 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 April 13, 2004. 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. 


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	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 April 1 or October 1 next preceding the interest payment date even if Notes are cancelled, repurchased or redeemed after the
record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, 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,
SunTrust Bank (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. 


	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 20 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 


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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 Citigroup Global Markets Inc., J.P. Morgan Securities Inc. or Morgan
Stanley & Co. Incorporated, 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 Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated, 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. 



        "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.
	Additional Amounts



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


	7.
	Denominations; Transfer; Exchange



        The
Notes are in registered form without coupons in denominations of principal amount of U.S. $1,000 and whole multiples of U.S. $1,000. A Holder may transfer or exchange Notes in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate 


B-5







 



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. 


	8.
	Persons Deemed Owners



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


	9.
	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. 


	10.
	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. 


	11.
	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 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, or to provide for the issuance of Exchange Notes. 


        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. 


	12.
	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, 


B-6







 

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 (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their
interest. 


	13.
	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. 


	14.
	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. 


	15.
	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 


B-7







 



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. 


	16.
	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. 


	17.
	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). 


	18.
	CUSIP Numbers




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


	19.
	Governing Law



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


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





Bunge
Limited Finance Corp.

11720 Borman Drive

St. Louis, Missouri 63146

Attention: Francis X. Marchiony, Treasurer 





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ASSIGNMENT
FORM 



	

To assign this Note, fill in the form below:
	

I or we assign and transfer this Note to
	

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









 



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






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









 



	Date:	 	 	 	Your Signature:	 	 
	 	 	
	 	 	 	









 



	Signature Guarantee:	 	 
	 	 	
(Signature must be guaranteed)








 



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





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


B-9







 
[TO BE ATTACHED TO GLOBAL NOTES]



SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE



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



	Date of

Exchange
 
	 	Amount of decrease in Principal Amount of this Global Note
 
	 	Amount of increase in Principal Amount of this Global Note
 
	 	Principal Amount of this Global Note following such decrease or increase
 
	 	Signature of authorized

signatory of Trustee or Securities Custodian
 

	 	 	 	 	 	 	 	 	 




B-10











QuickLinks



Exhibit 4.2




EXHIBIT B