Exhibit 4.9


 


 


BUNGE LIMITED FINANCE CORP.,


as Issuer


 


 


BUNGE LIMITED,


as Guarantor


 


 


AND


 


 


U.S. BANK NATIONAL ASSOCIATION,


as Trustee


 


8.50% Senior Notes Due 2019


 


 


INDENTURE


 


Dated as of June 9, 2009


 

















 


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

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 1.03.
  Rules of Construction

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.04.
  Paying Agent to Hold Money in Trust

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.05.
  Noteholder Lists

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.06.
  Transfer and Exchange

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.07.
  Mutilated, Destroyed, Lost or Stolen Notes

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 2.08.
  Outstanding Notes

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 2.09.
  Temporary Notes

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 2.10.
  Cancellation

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 2.11.
  Payment of Interest; Defaulted Interest

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 2.12.
  Computation of Interest

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 2.13.
  CUSIP and ISIN Numbers

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 2.14.
  Tax Treatment

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
   

  
	
  Covenants

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.
  Payment of Notes

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.05.
  Exclusion from Limitations

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.06.
  Maintenance of Office or Agency

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.07.
  Corporate Existence

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 3.12.
  Further Instruments and Acts

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 3.13.
  Statement by Officers as to Default

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 5.05.
  Notice of Redemption

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 5.06.
  Deposit of Redemption Price

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 5.07.
  Notes Payable on Redemption Date

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 5.08.
  Notes Redeemed in Part

  	
   

  	
  32

  



 


ii

















 


	
  ARTICLE 6

  	
   

  	
   

  
	
  Defaults and Remedies

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.
  Events of Default

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 6.02.
  Acceleration

  	
   

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 6.03.
  Other Remedies

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 6.04.
  Waiver of Past Defaults

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 6.05.
  Control by Majority

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 6.06.
  Limitation on Suits

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 6.07.
  Rights of Holders to Receive Payment

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
   

  
	
  Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.
  Duties of Trustee

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 7.02.
  Rights of Trustee

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 7.03.
  Individual Rights of Trustee

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 7.08.
  Replacement of Trustee

  	
   

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 7.09.
  Successor Trustee by Merger

  	
   

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 7.10.
  Eligibility; Disqualification

  	
   

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 7.11.
  Preferential Collection of Claims Against Company

  	
   

  	
  43

  



 


iii

















 


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

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 8.04.
  Repayment to Company

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 9.06.
  Trustee to Sign Amendments

  	
   

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
   

  
	
  Guarantee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.
  Guarantee

  	
   

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 10.02.
  No Subrogation

  	
   

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 10.03.
  Consideration

  	
   

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01.
  Trust Indenture Act Controls

  	
   

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.02.
  Notices

  	
   

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.03.
  Communication by Holders with Other Holders

  	
   

  	
  52

  



 


iv

















 


	
  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 Notes and Subsequent Notes

  
	
  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 June 9, 2009, 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 U.S. BANK NATIONAL ASSOCIATION, a national banking association
(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 8.50% Senior Notes
Due 2019 issued on the date hereof and the guarantees thereof by the Guarantor
(the “2019 Notes” or the “Initial Notes”) and (ii) if and when issued, additional
2019 Notes which may be offered subsequent to the Issue Date 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 report or any other filing pursuant to Section 13(d) of the
Exchange Act or written notice) 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 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 that results in 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.


 


“Company Permitted Lien” means:


 


2

















 


(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;


 


(4) 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; and


 


(5) Liens
securing obligations under a Hedge Agreement.


 


“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.


 


3

















 


“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.


 


“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.


 


4

















 


“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 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 and (h) 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.


 


5

















 


“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 Mellon, 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.


 


“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 either purchase interests in the Series 2002-1
VFC, refinance Indebtedness originally used for such purpose and/or pay
expenses incurred in connection with this Indenture or any such other
Indebtedness, 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.


 


6

















 


“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;


 


(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 or with
respect to the shares of stock or Indebtedness of any Restricted Subsidiary,
that either (i) existed prior to the acquisition of (A) such
Restricted Property, (B) any Subsidiary that is the owner of such
Restricted Property or (C) with respect to the shares of stock or
Indebtedness of any Restricted Subsidiary, any such Restricted Subsidiary, or (ii) arises
as a result of contractual commitments to grant a Lien relating to (A) such
Restricted Property, (B) any Subsidiary that is the owner of such
Restricted Subsidiary or (C) with respect to the shares of stock or
Indebtedness of any Restricted Subsidiary, any such Restricted Subsidiary, in
each of (A), (B) and (C) 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;


 


7

















 


(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;


 


(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;


 


(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; and


 


(17)         Liens securing obligations under a
Hedge Agreement or swap, cap or collar agreement or similar arrangement related
to equity or commodities.


 


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.


 


8

















 


“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.


 


“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 J.P. Morgan
Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and
RBS Securities Inc.


 


“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.-Fosfertil shall not be deemed a
Restricted Subsidiary of the Guarantor for the purpose of the covenants
described under Section 3.02 and Section 3.03.


 


“Sale-Leaseback Transaction” means the sale or transfer by
the Guarantor or any Restricted Subsidiary of any Restricted Property to a
Person (other than the Guarantor or a 


 


9

















 


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 Standard & Poor’s Financial Services LLC business, 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.


 


“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 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 


 


10

















 


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.


 


“Substitute Rating Agency” means a ‘‘nationally recognized
statistical rating organization’’ within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act, selected by the Company (as certified by an officer of the
Company and reasonably acceptable to the Trustee) as a replacement agency for
Moody’s or S&P, or both of them, as the case may be.


 


“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, J.P. Morgan Securities
Inc., HSBC Securities (USA) Inc., BNP Paribas Securities Corp., RBS Securities
Inc., BBVA Securities Inc., Calyon Securities (USA) Inc., Citigroup Global
Markets, Inc., ING Financial Markets LLC, Mitsubishi UFJ Securities (USA), Inc.,
Rabo Securities USA, Inc., SG Americas Securities, LLC and Standard
Chartered Bank.


 


“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.


 


11
















 


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


 


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


 


“Commission”
means the SEC.


 


“indenture
securities” means the Notes.


 


“indenture
security holder” means a Noteholder.


 


“indenture
to be qualified” means this Indenture.


 


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


 


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


 


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


 


Section 1.03.  Rules of
Construction.  Unless
the context otherwise requires:


 


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


 


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


 


(3)                                  “or” is not
exclusive;


 


(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 June 4, 2009 among the Company, the
Guarantor and Representatives to the Underwriters.


 


12

















 


The
Initial Notes offered and sold to the Underwriters will be issued on the Issue
Date in the form of a permanent global Note, without interest coupons,
substantially in the form of Exhibit A hereto, which is hereby
incorporated by reference and made a part of this Indenture, including
appropriate legends as set forth in Section 2.01(c) hereof (the “Global Note”), deposited with the Trustee, as custodian for
DTC, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  The Global Note
may be represented by more than one certificate, if so required by DTC’s rules regarding
the maximum principal amount to be represented by a single certificate.  The aggregate principal amount of the Global
Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for DTC or its nominee, as hereinafter
provided.


 


Except
as described in the succeeding two sentences, the principal of and premium, if
any, and interest on the Notes shall be payable at the office or agency of the
Company maintained for such purpose in The City of New York, or at such other
office or agency of the Company as may be maintained for such purpose pursuant
to Section 2.03 hereof; provided, however, that, at the option of the
Company, each installment of interest may be paid by check mailed to addresses
of the Persons entitled thereto as such addresses shall appear on the Note
Register.  Payments in respect of Notes
represented by a Global Note (including principal, premium and interest) will
be made by wire transfer of immediately available funds to the accounts
specified by DTC.  Payments in respect of
Notes represented by Definitive Notes (including principal, premium, if any,
and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal
amount of Notes represented by Definitive Notes will be made by wire transfer
to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice to
the Trustee or the Paying Agent to such effect designating such account no
later than 15 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).


 


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


 


The
Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage, in addition to those set forth on Exhibit A
hereto and in Section 2.01(c) hereof. 
The Company and the Trustee shall approve the forms of the Notes and any
notation, 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:


 


13

















 


“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 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 


 


14

















 


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
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. $600,000,000; and (2) if and when
issued, the Subsequent Notes, in each case upon a written order of the Company
signed by two Officers or by an Officer and an Assistant Treasurer or an
Assistant Secretary of the Company (the “Company Order”).  Such Company Order shall specify the amount
of the Notes to be authenticated and the date on which the original issue of
Notes is to be authenticated and 


 


15

















 


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. $600,000,000 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 date, issue price and the date from which interest accrues and any
changes relating thereto. 
Notwithstanding anything to the contrary contained in this Indenture,
the Initial Notes and any Subsequent Notes of the same class 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.


 


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 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.


 


16

















 


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 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 


 


17

















 


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 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.


 


18

















 


(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.


 


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 


 


19

















 


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 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 


 


20

















 


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 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.


 


21

















 


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 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 or be a party to 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 the Notes or other Permitted Indebtedness outstanding from time to time
or pay expenses incurred in connection with such Permitted Indebtedness.


 


22
















 


(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 (other than Company
Permitted Liens) 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 any Lien
which would otherwise constitute a Permitted Lien in the case of the Guarantor
or any Restricted Subsidiary, other than Company Permitted Liens.


 


(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 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 Restricted
Property or upon any shares of stock or Indebtedness of any Restricted
Subsidiary, to secure any Indebtedness incurred or guaranteed by 


 


23

















 


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
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 or the shares of stock or
Indebtedness of any Restricted Subsidiary 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 and the shares of stock or Indebtedness of any
Restricted Subsidiary 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 


 


24

















 


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 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 


 


25

















 


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 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 


 


26

















 


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;


 


(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;


 


27

















 


(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,


 


(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
principal 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.


 


28

















 


(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.  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


 


(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 or the
sale or other disposition by such Subsidiary of all or substantially all of its
property to the Guarantor or another Subsidiary; 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 


 


29

















 


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 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 any tax imposed by reason of the Holder having some
connection with any such jurisdiction, other than its participation as a Holder
under this Indenture) 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 Guarantor 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 


 


30

















 


Trustee),
notify the Trustee of such Redemption Date and of the principal amount of Notes
to be redeemed and shall deliver to the Trustee such documentation and records
as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 5.04
hereof.


 


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


 


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


 


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,


 


31
















 


(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,


 


(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, and


 


(10)         any conditions applicable to such
redemption.


 


Section 5.06.  Deposit of Redemption
Price.  Prior to
any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 2.04 hereof) an amount of money
sufficient to pay the Redemption Price of, and accrued interest on, all the
Notes which are to be redeemed on that date.


 


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


 


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


 


Section 5.08.  Notes Redeemed in Part.  Any Note
which is to be redeemed only in part (pursuant to the provisions of this Article 5)
shall be surrendered at the office or agency of the Company maintained for such
purpose pursuant to Section 3.05 hereof (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder’s attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and make available for
delivery to the Holder of such Note at the expense of the Company, a new Note
or Notes, of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unredeemed portion
of 


 


32

















 


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.  With
respect to the Notes, an “Event of Default”
occurs if:


 


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


 


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


 


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


 


(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 


 


33

















 


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
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 becoming aware of
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 with respect to the Notes, 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 with respect to the Notes, then in each and
every such case, the principal amount of the Notes, the premium, if any, and
all accrued and unpaid interest on all the Notes 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 


 


34

















 


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 such 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
that have been accelerated (voting as a single class) 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 with
respect to the Notes except (i) a Default or Event of Default in the
payment of the principal of and premium, if any, or interest on a Note or (ii) a
Default or Event of Default in respect of a provision that under Section 9.02
hereof cannot be amended without the consent of each Noteholder affected and (b) rescind
any such acceleration with respect to the Notes and its consequences if (1) rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction and (2) all existing Events of Default, other than the
nonpayment of the principal of and premium, if any, and interest on the Notes
that have become due solely by such declaration of acceleration, have been
cured or waived.  When a Default or Event
of Default is waived, it is deemed cured, but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any consequent
right.


 


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 any of
the Notes unless:


 


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


 


35

















 


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


 


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


 


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


 


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


 


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


 


Section 6.07.  Rights of Holders to Receive
Payment.  Notwithstanding
any other provision of this Indenture (including, without limitation, Section 6.06
hereof), the right of any Holder to receive payment of principal of and premium,
if any, or interest on the Notes held by such Holder, on or after the respective
due dates expressed in the Notes (including in connection with a Change of
Control Offer), or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.


 


Section 6.08.  Collection Suit by
Trustee.  If an
Event of Default specified in Section 6.01 (1) or (2) hereof
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount then
due and owing (together with interest on any unpaid interest to the extent
lawful) and the amounts provided for in Section 6.07 hereof.


 


Section 6.09.  Trustee May File Proofs
of Claim.  The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the 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;


 


36

















 


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


 


THIRD:  to the Company.


 


The
Trustee may fix a record date and payment date for any payment to Noteholders
pursuant to this Section 6.10.  At
least 15 days before such record date, the Company shall mail to each
Noteholder and the Trustee a notice that states the record date, the payment
date and amount to be paid.


 


Section 6.11.  Undertaking for Costs.  In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees and expenses, against any party litigant
in the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. 
This Section 6.11 does not apply to a suit by the Trustee, a suit
by the Company, a suit by a Holder pursuant to Section 6.07 hereof or a
suit by Holders of more than 10% in outstanding principal amount of the Notes.


 


ARTICLE 7

TRUSTEE


 


Section 7.01.  Duties of Trustee.  (a) If
an Event of Default has occurred and is continuing, the Trustee shall exercise
the rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent Person would exercise or use
under the circumstances in the conduct of such Person’s own affairs; provided
that if an Event of Default occurs and is continuing, the Trustee will be under
no obligation to exercise any of the rights or powers under this Indenture at
the request or direction of any of the Holders unless such 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).


 


37

















 


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


 


(1)           this paragraph does not limit the
effect of the second paragraph of Section 7.01(a);


 


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


 


(3)           the Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.05 hereof.


 


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


 


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


 


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


 


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


 


(g)                   Every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section 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;


 


38

















 


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


 


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


 


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


 


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


 


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


 


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


 


(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 the Notes, and the Trustee shall have no
responsibility for compliance with any state or federal securities laws in
connection with 


 


39

















 


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; and


 


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


 


Section 7.03.  Individual Rights of
Trustee.  The Trustee
in its individual or any other capacity may become the owner or pledgee of
Notes and may otherwise deal with the Company or its Affiliates with the same
rights it would have if it were not Trustee. 
Any Paying Agent, Registrar, co-registrar or co-paying agent may do the
same with like rights.  However, the
Trustee must comply with Section 7.10 and Section 7.11 hereof.  In addition, the Trustee shall be permitted
to engage in transactions with the Company; provided, however, that if the
Trustee acquires any conflicting interest the Trustee must (i) eliminate
such conflict within 90 days of acquiring such conflicting interest, (ii) apply
to the Commission for permission to continue acting as Trustee or (iii) resign.


 


Section 7.04.  Trustee’s Disclaimer.  The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, shall not be accountable
for the Company’s use of the proceeds from the Notes, shall not be responsible
for the use or application of any money received by any Paying Agent other than
the Trustee and shall not be responsible for any statement of the Company in
this Indenture or in any document issued in connection with the sale of the Notes
or in the Notes other than the Trustee’s certificate of authentication.


 


Section 7.05.  Notice of Defaults.  If a
Default or Event of Default occurs and is 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 December 15 beginning with the December 15 following
the date of this Indenture, and in any event prior to March 15 in each
year, the Trustee shall mail to each Noteholder a brief report dated as of such
December 15  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 


 


40

















 


promptly the Trustee whenever the Notes become listed on any stock
exchange and of any delisting thereof.


 


Section 7.07.  Compensation and
Indemnity.  The
Company shall pay to the Trustee such compensation for its acceptance of this
Indenture and for its services hereunder as Trustee, Paying Agent, Registrar
and in all other capacities in which it is serving hereunder as the Company and
the Trustee shall from time to time agree in writing.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, costs of preparing and reviewing reports,
certificates and other documents, costs of preparation and mailing of notices
to Noteholders and reasonable costs of counsel retained by the Trustee, in
addition to the compensation for its services. 
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and
experts.  The Company shall indemnify the
Trustee, and any predecessor Trustee and their respective officers, directors,
employees, counsel and agents, against any and all loss, liability, damages,
claims or expense (including reasonable attorneys’ fees and expenses) incurred
by it without negligence or willful misconduct on its part in connection with
the administration of this trust or the performance of its duties hereunder,
including the costs and expenses of enforcing this Indenture (including this Section 7.07)
and of defending itself against any claims (whether asserted by any Noteholder,
the Company or otherwise).  The Trustee
shall notify the Company promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations
hereunder.  The Company shall defend the
claim and the Trustee may have separate counsel and the Company shall pay the
fees and expenses of such counsel, provided that the Company shall not be required
to pay such fees and expenses if it assumes the obligation for defending the
Trustee, and, in the reasonable judgment of the Trustee, there is no conflict
of interest between the Company and the Trustee in connection with such action
and there is no defense that could not be adequately raised if the Company
assumes such obligation.  The Company
need not reimburse any expense or indemnify against any loss, liability or
expense 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 (voting as a single class) may remove the Trustee by so notifying
the Trustee and may appoint a successor Trustee.  The Company shall remove the Trustee if:


 


41
















 


(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 (voting as a single class) and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of the Trustee for any reason (the Trustee in such event
being referred to herein as the retiring Trustee), the Company shall promptly
appoint a successor Trustee.


 


A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. 
Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. 
The successor Trustee shall mail a notice of its succession to
Noteholders.  The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07 hereof.


 


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


 


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


 


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 


 


42

















 


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


 


Section 7.11.  Preferential Collection of
Claims Against Company. 
The Trustee shall comply with Trust Indenture Act, Section 311(a),
excluding any creditor relationship listed in Trust Indenture Act, Section 311(b).  A Trustee who has resigned or been removed
shall be subject to Trust Indenture Act, Section 311(a) to the extent
indicated.


 


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


 


ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE


 


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


 


43

















 


money
toward the payment of such Notes at maturity or the Redemption Date, as the
case may be, then the Trustee shall acknowledge satisfaction and discharge of
this Indenture on demand of the Company (accompanied by an Officer’s
Certificate and an Opinion of Counsel stating that all conditions precedent
specified herein relating to the satisfaction and discharge of this Indenture
have been complied with) and at the cost and expense of the Company.


 


(b)                   Subject to Section 8.01(c) and
Section 8.02 hereof, the Company at any time may terminate (i) all
its obligations under the Notes and this Indenture (“legal
defeasance option”), and after giving effect to such legal
defeasance, any omission to comply with such obligations shall no longer
constitute a Default or Event of Default or (ii) its obligations under, Section 3.02,
Section 3.03, Section 3.04, Section 3.05, 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 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 with respect to the Notes,
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 with respect to the Notes,
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 with respect to the Notes 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 


 


44

















 


payment of principal of and premium, if any, and interest on the Notes
to maturity or redemption, as the case may be;


 


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


 


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


 


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


 


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


 


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


 


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


 


(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 


 


45

















 


federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit and covenant defeasance
had not occurred; and


 


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


 


Section 8.03.  Application of Trust
Money.  The
Trustee shall hold in trust money or U.S. Government Securities deposited with
it pursuant to this Article 8.  It
shall apply the deposited money and the money from U.S. Government Securities
through the Paying Agent and in accordance with this Indenture to the payment
of principal of and premium, if any, and interest on the Notes.


 


Section 8.04.  Repayment to Company.  The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any excess money or securities
held by them upon payment of all the obligations under this Indenture.


 


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


 


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


 


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


 


46

















 


(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


 


(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;


 


47

















 


(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
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.


 


48

















 


Section 9.05.  Notation on or Exchange of
Notes.  If an
amendment changes the terms of a Note, the Trustee may require the Holder of
the Note to deliver it to the Trustee. 
The Trustee may place an appropriate notation on the Note regarding the
changed terms and return it to the Holder. 
Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Note shall issue and the Trustee shall authenticate a new
Note that reflects the changed terms. 
Failure to make the appropriate notation or to issue a new Note shall
not affect the validity of such amendment.


 


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


 


ARTICLE 10

GUARANTEE


 


Section 10.01.  Guarantee.  The Guarantor hereby fully, unconditionally
and irrevocably guarantees, as primary obligor and not merely as surety, to
each Holder of the Notes and the Trustee the full and punctual payment when
due, whether at maturity, by acceleration, by redemption or otherwise, of the
principal of and premium, if any, and interest on the Notes and all other
obligations of the Company under this Indenture, including, without limitation,
the obligations of the Company under Section 7.07 hereof (all the
foregoing being hereinafter collectively called the “Obligations”).  The Guarantor further agrees (to the extent
permitted by law) that the Obligations may be extended or renewed, in whole or
in part, without notice or further assent from it, and that it will remain
bound under this Article 10 notwithstanding any extension or renewal of
any Obligation.


 


The
Guarantor waives presentation to, demand of payment from and protest to the Company
of any of the Obligations and also waives notice of protest for
nonpayment.  The 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.


 


49
















 


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


 


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


 


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


 


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


 


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


 


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 


 


50

















 


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.


 


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:


 


U.S. Bank National
Association


1349 W. Peachtree Street NW


Town Mid-Town Plaza, Suite 1050


Atlanta, Georgia 30309


Attention: Esther Fannin


Telephone: (404) 898-8823


Telecopy: (404) 898-8844


 


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 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.


 


55

















 


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:

  	
  /s/
  Hunter Smith

  
	
   

  	
   

  	
  Name:

  	
  Hunter
  Smith

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUNGE
  LIMITED, as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Hunter Smith

  
	
   

  	
   

  	
  Name:

  	
  Hunter
  Smith

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jacqualyn A Fouse

  
	
   

  	
   

  	
  Name:

  	
  Jacqualyn
  A Fouse

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Esther Fannin

  
	
   

  	
   

  	
  Name:

  	
  Esther
  Fannin

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


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:
  [                  ]

  	
   

  



 


8.50% Senior Notes Due 2019


 


Bunge
Limited Finance Corp., a Delaware corporation, promises to pay to CEDE &
CO., or registered assigns, the principal sum of
U.S.$[                  ],
as revised by the Schedule of Increases and Decreases in Note attached hereto,
on June 15, 2019.


 


Interest
Payment Dates: June 15 and December 15


 


Record
Dates: June 1 and December 1


 


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


 

















 


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


 


U.S.
BANK NATIONAL ASSOCIATION,


as Trustee,
certifies that this is one of


the Notes referred
to in the Indenture.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


Date: 
                      
        , 20


 

















 


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


 


8.50% Senior Note Due 2019


 


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 June 9, 2009, 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.
$600,000,000 in aggregate principal amount of 2019 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, 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.


 

















 


2.                                       Interest


 


The
Company promises to pay interest on the principal amount of this Note at the
rate per annum shown above, subject to adjustment as described below.


 


The
Company will pay interest semi-annually on June 15 and December 15 of
each year commencing December 15, 2009. 
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 June 9,
2009.  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.


 


The
interest rate payable on the Notes will be subject to adjustments from time to
time if either of Moody’s or S&P or, in either case, any Substitute Rating
Agency thereof, downgrades (or subsequently upgrades) the rating assigned to
the Notes in the manner described below.


 


If
the rating of the Notes from Moody’s or any Substitute Rating Agency thereof is
decreased to a rating set forth in the immediately following table, the
interest rate on the Notes will increase from the interest rate payable on the
Notes on the date of their initial issuance by the percentage points set forth
below opposite that rating.


 


	
  Moody’s
  Rating*

  	
   

  	
  Percentage Points

  	
   

  
	
  Baa3

  	
   

  	
  0.25

  	
   

  
	
  Ba1

  	
   

  	
  0.50

  	
   

  
	
  Ba2

  	
   

  	
  0.75

  	
   

  
	
  Ba3 or below

  	
   

  	
  1.00

  	
   

  



 






*
Including the equivalent ratings of any Substitute Rating Agency.


 


If
the rating of the Notes from S&P or any Substitute Rating Agency thereof is
decreased to a rating set forth in the immediately following table, the
interest rate on the Notes will increase from the interest rate payable on the
Notes on the date of their initial issuance by the percentage points set forth
below opposite that rating.


 


	
  S&P
  Rating*

  	
   

  	
  Percentage Points

  	
   

  
	
  BB+

  	
   

  	
  0.25

  	
   

  
	
  BB

  	
   

  	
  0.50

  	
   

  
	
  BB-

  	
   

  	
  0.75

  	
   

  
	
  B+ or below

  	
   

  	
  1.00

  	
   

  



 






*
Including the equivalent ratings of any Substitute Rating Agency.


 


If
at any time the interest rate on the Notes has been adjusted upward and either
Moody’s or S&P (or, in either case, a Substitute Rating Agency thereof), as
the case may be, subsequently increases its rating of the Notes to any of the
ratings set forth in the tables above, the interest rate on the Notes will be
decreased such that the interest rate for the Notes equals the interest rate
payable on the Notes on the date of their initial issuance plus the applicable
percentage points set


 

















 


forth opposite the
ratings in the tables above in effect immediately following the increase.  If (a) Moody’s, or any Substitute Rating
Agency thereof, subsequently increases its rating of the Notes to “Baa2” or
higher (or its equivalent, in the case of a Substitute Rating Agency) or (b) S&P,
or any Substitute Rating Agency thereof, increases its rating to “BBB-” or
higher (or its equivalent, in the case of a Substitute Rating Agency), the
interest rate on the Notes will be decreased to the interest rate payable on
the Notes on the date of their initial issuance.


 


Each
adjustment required by any decrease or increase in a rating set forth above,
whether occasioned by the action of Moody’s or S&P (or, in either case, any
Substitute Rating Agency thereof), will be made independent of any and all
other adjustments.  For example, if the
Notes are rated Baa3 by Moody’s and BB+ by S&P, the interest rate on the
Notes would increase to a rate equal to the interest rate payable on the Notes
on the date of their initial issuance plus 0.50 percentage points in the
aggregate.  In no event shall (1) the
interest rate on the Notes be reduced to below the interest rate payable on the
Notes on the date of their initial issuance or (2) the total increase in
the interest rate on the Notes exceed 2.00 percentage points above the interest
rate payable on the Notes on the date of their initial issuance.


 


No
adjustments in the interest rate of the Notes will be made solely as a result
of a Rating Agency ceasing to provide a rating of the Notes. If at any time
less than two Rating Agencies provide a rating of the Notes for reasons beyond
the control of the Company, the Company will use its commercially reasonable
efforts to obtain a rating of the Notes from a Substitute Rating Agency, to the
extent one exists, and if a Substitute Rating Agency exists, for purposes of
determining any increase or decrease in the interest rate on the Notes pursuant
to the table above (a) such Substitute Rating Agency will be substituted
for the last Rating Agency to provide a rating of the Notes but which has since
ceased to provide such rating, (b) the relative ratings scale used by such
Substitute Rating Agency to assign ratings to senior unsecured debt will be
determined in good faith by an independent investment banking institution of
national standing appointed by the Company and, for purposes of determining the
applicable ratings included in the applicable table above with respect to such
Substitute Rating Agency, such ratings will be deemed to be the equivalent
ratings used by Moody’s or S&P, as applicable, in such table and (c) the
interest rate on the Notes will increase or decrease, as the case may be, such
that the interest rate equals the interest rate payable on the Notes on the
date of their initial issuance plus the appropriate percentage points, if any,
set forth opposite the rating from such Substitute Rating Agency in the
applicable table above (taking into account the provisions of clause (b) above)
(plus or minus any applicable percentage points resulting from a decreased or
increased rating by the other Rating Agency).


 


For
so long as only one Rating Agency provides a rating of the Notes, any
subsequent increase or decrease in the interest rate of the Notes necessitated
by a reduction or increase in the rating by such Rating Agency shall be twice
the percentage points set forth in the applicable table above.


 


For
so long as no Rating Agency provides a rating of the Notes, the interest rate
on the Notes will increase to, or remain at, as the case may be, 2.00
percentage points above the interest rate payable on the notes on the date of
their initial issuance.


 

















 


In
addition, the interest rate on the Notes will permanently cease to be subject
to any adjustment described above (notwithstanding any subsequent decrease in
the ratings by either or both Rating Agencies) if the Notes become rated “A3”
or higher by Moody’s (or its equivalent, in the case of a Substitute Rating
Agency) or “A-” or higher by S&P (or its equivalent, in the case of a
Substitute Rating Agency).


 


Any
interest rate increase or decrease described above will take effect from the
first day of the interest period during which a rating change requires an
adjustment in the interest rate. If Moody’s or S&P or any Substitute Rating
Agency thereof changes its rating of the Notes more than once during any
particular interest period, the last change by such agency during such period
will control for purposes of any interest rate increase or decrease with
respect to the Notes described above relating to such Rating Agency’s action.


 


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 June 1 or December 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,
U.S. Bank National Association (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 50 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 obtained by the Trustee for such date, after excluding the
highest and lowest of four such Reference Treasury Dealer Quotations or (ii) if
the Trustee is unable to obtain at least four such Reference Treasury Dealer
Quotations, the average of all Reference Treasury Dealer Quotations obtained by
the Trustee.


 


“Independent Investment Banker” means any of J.P. Morgan
Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc. or
RBS Securities Inc., or, if none of such firms are willing or able to select
the applicable Comparable Treasury Issue, a leading independent investment
banking institution appointed by the Trustee and reasonably acceptable to the
Company.


 


“Reference Treasury Dealer” means J.P. Morgan Securities
Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBS
Securities Inc., 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.,
New York City time, 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.                                       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
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 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
similar governmental charge duly imposed on that Holder by Bermuda, will not be
less than the amount provided in such 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 the Indenture.


 

















 


8.                                       Denominations;
Transfer; Exchange


 


The
Notes are in registered form without coupons in denominations of principal
amount of U.S. $1,000 and whole multiples of U.S. $1,000.  A Holder may transfer or exchange Notes in
accordance with the Indenture.  The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.  The
Registrar need not register the transfer of or exchange (i) any Notes
selected for redemption (except, in the case of a Note to be redeemed in part,
the portion of the Note not to be redeemed) for a period beginning 15 days
before the mailing of a notice of Notes to be redeemed and ending on the date
of such mailing or (ii) any Notes for a 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 such 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 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, on behalf of all
Holders of the 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) with
respect to the Notes will not constitute an Event of Default with respect to
the Notes 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 with
respect to the Notes, 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 (voting as a single class) may direct
the Trustee in its exercise of any trust or power.  The Trustee may withhold from Noteholders
notice of any continuing Default or Event of Default (except a Default or Event
of Default in payment of principal or interest) if it determines that
withholding notice is in their interest.


 


14.                                 Trustee
Dealings with the Company


 


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


 
















 


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.


 

















 


[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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


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:


 


o 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).


 

















 


SCHEDULE
1.1


 


The following Subsidiaries
constitute all of the Designated Obligors as of the date hereof:


 


·                  Bunge Global Markets Inc.


 


·                  Bunge N.A. Holdings, Inc.


 


·                  Bunge North America, Inc.


 


·                  Koninklijke Bunge B.V.


 


·                  Bunge Alimentos S.A.


 


·                  Bunge Argentina S.A.


 


·                  Bunge Fertilizantes International Limited


 


·                  Bunge Fertilizantes S.A. (Brazil)


 


·                  Ceval International Limited


 


·                  Bunge Brasil S.A.


 


·                  Bunge S.A.


 


The following Subsidiaries constitute all of the Material Subsidiaries
as of the date hereof:


 


·              Bunge Fertilizantes S.A.


 


·              Bunge Alimentos S.A.


 


·              Bunge North America, Inc.


 


·              Bunge N.A. Holdings, Inc.


 


·              Fertilizantes
Fosfatados S.A. - Fosfertil


 


·              Koninklijke Bunge
B.V.


 

















 


SCHEDULE 3.4


 


Existing Liens


 


	
  Subsidiary/Joint

  Ventures

  	
   

  	
  Facility

  	
   

  	
  Amount

  Outstanding

  	
   

  	
  Description of Collateral

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminal
  6 and

  Terminal 6i

  (unconsolidated joint ventures in Argentina)

  	
   

  	
  Bank
  (Bunge’s share)

  

  Bank (Bunge’s share)

  	
   

  	
  $4.3
  million

  

  $7.5 million

  	
   

  	
  Shares
  of Terminal 6

  

  Shares of Terminal 6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bunge
  Alimentos S.A.

  	
   

  	
  Bank

  

  BNDES

  	
   

  	
  $1.4
  million

  

  $8.8 million

  	
   

  	
  Land,
  buildings and equipment

  

  Land, buildings and equipment

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TGG
  (consolidated JV)

  	
   

  	
  BNDES

  	
   

  	
  $72.0
  million

  	
   

  	
  Shares
  of TGG

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fosfertil S.A.

  	
   

  	
  Bank

  	
   

  	
  $0.9
  million

  	
   

  	
  Land
  and buildings

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Black Sea Industries

  Ukraine

  	
   

  	
  EBRD
  Loan

  	
   

  	
  $21.4
  million

  	
   

  	
  Extraction
  plant, Preparation plant and Boiler house (buildings and equipment) of BSIU
  crushing plant at Illychevsk, Ukraine

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Southwest
  Iowa Renewable Energy, LLC

  	
   

  	
  Bank

  	
   

  	
  $27.8
  million

  	
   

  	
  Cash
  Collateral

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Baria
  Joint Stock Co. of Services

  	
   

  	
  Bank

  	
   

  	
  $5.1
  million

  	
   

  	
  Equipment