SUMMARY DESCRIPTION OF THE EXCHANGE SENIOR NOTES

         The following summarized description of the exchange senior notes is subject to a number of important exceptions and qualifications. For additional information on the terms of the exchange senior notes, see "Description of Senior Notes."

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DESCRIPTION OF THE SENIOR NOTES

        The exchange senior notes will be issued pursuant to the indenture dated as of October 15, 2002, among Bunge Limited Finance, as issuer, Bunge Limited, as guarantor, and The Bank of New York, as trustee. The terms of the exchange senior notes include those expressly set forth in the indenture and those made part of the indenture by reference to the U.S. Trust Indenture Act of 1939, as amended. The unregistered senior notes and the exchange senior notes are collectively referred to as the "senior notes."

        This description of the senior notes is intended to be a useful overview of the material provisions of the senior notes, the guarantee and the indenture. Because this description is only a summary, you should refer to the indenture for a complete description of our obligations and your rights. A copy of the indenture has been filed with the SEC as an exhibit to the registration statement of which this prospectus forms a part.

        Certain terms used in this description of the notes are set forth under "—Defined Terms."

General

The Exchange Senior Notes

        The exchange senior notes:

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will constitute a series of debt securities issued under the indenture and will be initially limited to an aggregate principal amount of $200,000,000 (subject to the rights of Bunge Limited Finance to create and issue additional notes as described under "—Further Issuances");



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will mature on October 15, 2012;



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will not be convertible into any other security or have the benefit of any sinking fund;



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will rank equally in right of payment with all other existing and future unsecured and unsubordinated indebtedness of Bunge Limited Finance;



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will be fully, unconditionally and irrevocably guaranteed by Bunge Limited, which guarantee will rank equally in right of payment with all other existing and future unsecured and unsubordinated indebtedness and obligations of Bunge Limited;



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will be issued in denominations of $1,000 and integral multiples of $1,000; and



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will be represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive form. See "Book-Entry; Delivery and Form."

Interest

        Interest on the exchange senior notes will:

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accrue at a rate of 7.80% per annum;



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accrue from April 15, 2003, the most recent interest payment date;



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be payable in cash semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2003, which is the interest payment date immediately following the last interest payment date for which interest was paid on unregistered senior notes exchanged pursuant to the exchange offer;



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be payable to the holders of record on the April 1 and October 1 immediately preceding the relevant interest payment date; and



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be computed on the basis of a 360-day year comprised of twelve 30-day months.

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Payment and Transfer

        Principal of and premium, if any, and interest on the senior notes will be payable, and the senior notes may be exchanged or transferred, at the office or agency maintained by Bunge Limited Finance for such purpose (which initially will be the corporate trust office of the trustee located at 101 Barclay Street, 21 ^st Floor West, New York, New York). Payment of principal of and premium, if any, and interest on senior notes in global form registered in the name of or held by the depositary or its nominee will be made in immediately available funds to the depositary or its nominee, as the case may be, as the registered holder of such global senior note. If any of the senior notes are no longer represented by global senior notes, payment of interest on the senior notes in definitive form may, at our option, be made by check mailed directly to holders at their registered addresses.

        A holder may transfer or exchange senior notes in definitive form at the same location given in the preceding paragraph. No service charge will be made for any registration of transfer or exchange of senior notes, but Bunge Limited Finance may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. Bunge Limited Finance is not required to transfer or exchange any senior note selected for redemption for a period of 15 days before a selection of senior notes to be redeemed.

        The registered holder of a senior note will be treated as the owner of it for all purposes.

        All amounts of principal of and premium, if any, or interest on the senior notes paid by Bunge Limited Finance that remain unclaimed two years after such payment was due and payable will be repaid to Bunge Limited Finance and the holders of such senior notes will thereafter look solely to Bunge Limited Finance for payment.

Optional Redemption by Bunge Limited Finance

        The senior notes will be redeemable at the option of Bunge Limited Finance, at any time in whole or from time to time in part, upon not less than 30 and not more than 60 days' notice mailed to each holder of senior notes to be redeemed at the holder's address appearing in the note register, at a price equal to the greater of:

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100% of the principal amount of the senior notes to be redeemed; and



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the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the senior notes to be redeemed (exclusive of interest accrued to the date of redemption) 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 plus 50 basis points;

in each case, plus accrued and unpaid interest to the date of redemption.

        Senior notes called for redemption will become due on the date fixed for redemption. Notices of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the date fixed for redemption to each noteholder to be redeemed at its registered address. The notice will state the amount to be redeemed. On and after the date fixed for redemption, interest will cease to accrue on any redeemed senior notes. If less than all the senior notes are redeemed at any time, the trustee will select senior notes on a pro rata basis or by any other method the trustee deems fair and appropriate.

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Prepayment at Option of Holders Upon Change of Control

        Upon the occurrence of a Change of Control, each holder of senior notes will have the right to require Bunge Limited Finance to repurchase all or any part of such holder's senior notes pursuant to a Change of Control offer at a purchase price equal to the greater of:

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100% of the principal amount of the senior notes to be purchased; and



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the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the purchase price) on the senior notes to be purchased (exclusive of interest accrued to the date of purchase) discounted to the date of purchase on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 50 basis points;

in each case, plus accrued and unpaid interest to the date of purchase.

        Within 30 days following any Change of Control, Bunge Limited Finance will direct the trustee to mail a notice to each holder to, among other things, the following effect:

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stating that a Change of Control has occurred and a Change of Control offer is being made;



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describing the transaction or transactions constituting the Change of Control; and



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setting forth the terms and conditions of the Change of Control offer, including the purchase price, the date of purchase and the tender procedures.

        Holders electing to have senior notes purchased will be required to surrender their notes, with an appropriate form duly completed, to the trustee at the address specified in the notice at least three business days prior to the date of purchase. Each holder will be entitled to withdraw its election if the trustee receives, not later than one business day prior to the date of purchase, a notice to the effect that such holder is withdrawing its election to have its senior notes purchased.

        Prior to or on the date of purchase, Bunge Limited Finance will irrevocably deposit with the trustee in cash an amount equal to the purchase price payable to the holders entitled thereto. The trustee will, on or promptly after the date of purchase, make payment to each tendering holder of the purchase price.

        Bunge Limited Finance will not be required to make a Change of Control offer upon a Change of Control if a third party makes the Change of Control offer in the manner, at the times and otherwise in compliance with the provisions of the indenture applicable to a Change of Control offer made by Bunge Limited Finance and purchases all senior notes validly tendered and not withdrawn under such Change of Control offer.

        Bunge Limited and Bunge Limited Finance will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of senior notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control offer, Bunge Limited and Bunge Limited Finance will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations described above by virtue thereof.

Further Issuances

        Bunge Limited Finance may from time to time, without the consent of existing noteholders, create and issue further notes having the same terms and conditions as the senior notes in all respects, except for issue date, issue price and first payment of interest thereon. Additional senior notes issued in this manner will be consolidated with and will form a single series with the previously outstanding senior notes.

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Guarantee

        Bunge Limited will fully, unconditionally and irrevocably guarantee to each holder and the trustee the full and prompt payment of principal of and premium, if any, and interest on the senior notes, when and as the same become due and payable, whether at maturity, upon redemption or repurchase, by declaration of acceleration or otherwise, including any additional amounts required to be paid in connection with certain taxes.

Ranking

        The senior notes will be unsecured and unsubordinated senior indebtedness of Bunge Limited Finance and will rank equally in right of payment with all other existing and future unsecured and unsubordinated senior indebtedness of Bunge Limited Finance.

        The guarantee will be an unsecured and unsubordinated obligation of Bunge Limited and will rank equally in right of payment with all other existing and future unsecured and unsubordinated indebtedness and obligations of Bunge Limited. The guarantee will effectively rank junior in right of payment to any secured indebtedness of Bunge Limited to the extent of the assets securing such indebtedness and to all indebtedness and other liabilities of its subsidiaries.

Additional Amounts

        In the event that payments are made by Bunge Limited pursuant to its obligations under the guarantee, Bunge Limited will pay to the holder of any senior note additional amounts as may be necessary so that every net payment made by Bunge Limited of the principal of and premium, if any, and interest on such senior note, after deducting or withholding for or on account of any present or future tax, duty, fee, assessment or other governmental charge duly imposed by, and payable by that holder to, Bermuda, will not be less than the amount provided in that senior note to be then due and payable. Bunge Limited 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 noteholder having some connection with any such jurisdiction other than its participation as noteholder under the indenture.

Covenants

        The indenture sets forth covenants that impose limitations and restrictions on Bunge Limited Finance, including those described below. The indenture also sets forth covenants, including those described below, which are applicable to Bunge Limited and its subsidiaries. However, neither Bunge Limited nor its subsidiaries other than Bunge Limited Finance are restricted by the indenture from paying dividends or making distributions on its capital stock, or purchasing or redeeming its capital stock.

Limitations and Restrictions on Bunge Limited Finance

        The indenture limits and restricts Bunge Limited Finance from taking the following actions or engaging in the following activities or transactions:

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engaging in any business or entering into, or being a party to, any transaction or agreement except for: the issuance and sale of the senior notes; the incurrence of other indebtedness ranking not greater than equal in right of payment with the senior notes; the entering into of Hedge Agreements relating to the senior notes or such other indebtedness and having a notional amount not exceeding the aggregate principal amount of the senior notes and such other indebtedness outstanding; and the use of the net proceeds from the issuance of such other indebtedness to make intercompany loans to the Bunge master trust as described under "Description of Master Trust Structure";

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acquiring or owning any subsidiaries or other assets or properties, except for instruments evidencing an interest in intercompany loans, as described under "Description of Master Trust Structure" and Hedge Agreements relating to its Indebtedness;



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incurring any Indebtedness which ranks senior in right of payment to the senior notes;



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creating, assuming, incurring or suffering to exist any Lien upon any Property whatsoever (it being understood, for the avoidance of doubt, that Bunge Limited Finance may not create, assume, incur or suffer to exist any Liens which would otherwise constitute Permitted Liens in the case of Bunge Limited or any of its other Subsidiaries);



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entering into any consolidation, merger, amalgamation, joint venture, syndicate or other form of combination with any person, or selling, leasing, conveying or otherwise disposing of any of its assets or receivables; and



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amending, supplementing or otherwise modifying certain specified provisions of the documents relating to Bunge Limited Finance's rights or benefits under the master trust without the consent of the holders of a majority in principal amount of the senior notes. Modifications requiring consent include those that would subordinate the rights of the series 2002-1 variable funding certificate (in which Bunge Limited Finance invested the proceeds of the unregistered senior notes) relative to any other series, reduce or delay distributions to be made by the master trust, or change how Bunge Limited Finance's interest in the master trust is calculated.

Limitation on Liens

        The indenture provides that Bunge Limited will not, and will not permit any Subsidiary to, create, assume, incur or suffer to exist any Lien, other than Permitted Liens, upon any Property, to secure any Indebtedness incurred or guaranteed by Bunge Limited or any Subsidiary (other than the senior notes), unless all of the outstanding senior notes and the guarantee are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness shall be so secured.

Restriction on Sale-Leasebacks

        The indenture provides that Bunge Limited will not, and will not permit any Subsidiary to, engage in the sale or transfer by it of any Property to a person (other than Bunge Limited or a Subsidiary) and the taking back by Bunge Limited or any Subsidiary, as the case may be, of a lease of such Property (a "sale-leaseback transaction"), unless:

        (1)  the sale-leaseback transaction occurs within six months from the date of the acquisition of the subject Property or the date of the completion of construction or commencement of full operations of such Property, whichever is later; or

        (2)  the sale-leaseback transaction is between Bunge Limited and a Subsidiary of Bunge Limited, or between Subsidiaries of Bunge Limited; or

        (3)  the sale-leaseback transaction involves a lease for a period, including renewals, of not more than three years; or

        (4)  the sale-leaseback transaction constitutes a Permitted Lien for the purposes of "—Limitation on Liens"; or

        (5)  Bunge Limited or such Subsidiary, within a one-year period after such sale-leaseback transaction, applies or causes to be applied an amount not less than the Attributable Indebtedness from such sale-leaseback transaction to (a) the prepayment, repayment redemption, reduction or retirement of any debt of Bunge Limited or any Subsidiary having a maturity of more than one year that is not subordinated to the senior notes, or (b) the acquisition, construction or development of other similar Property.

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Exception to Limitation on Liens and Restriction on Sale-Leasebacks

        Notwithstanding the foregoing restrictions on Liens and sale-leaseback transactions, the indenture provides that Bunge Limited may, and may permit any Subsidiary to, create, assume, incur, or suffer to exist any Lien (other than a Permitted Lien) upon any Property to secure debt incurred or guaranteed by Bunge Limited or any Subsidiary (other than the senior notes) or effect any sale-leaseback transaction of a Property that is not excepted by clauses (1) through (5), inclusive, of the first paragraph under "—Restriction On Sale-Leasebacks," without equally and ratably securing the senior notes or the guarantee, provided that, after giving effect thereto, the aggregate principal amount of outstanding debt (other than the senior notes) secured by Liens (other than Permitted Liens) upon Property plus the Attributable Indebtedness from sale-leaseback transactions of Property not so excepted, do not exceed 15% of its Consolidated Net Tangible Assets.

Limitation on Transactions with Affiliates

        The indenture provides that Bunge Limited shall not, and shall not permit any Subsidiary to, enter into directly or indirectly any material transaction or material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any affiliate (other than Bunge Limited or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of Bunge Limited's or such Subsidiary's business and upon fair and reasonable terms no less favorable to Bunge Limited or such Subsidiary than would be obtainable in a comparable arm's-length transaction with a person not an affiliate.

Consolidation, Merger, Amalgamation and Sale of Assets

        The indenture provides that Bunge Limited may consolidate with or merge or amalgamate with or into, or sell, lease, convey all or substantially all of its assets to, another person only if:

        (1)  the successor is either Bunge Limited or is a person organized under the laws of Bermuda, the United States, any state, the District of Columbia or any full member state of the European Union as of September 25, 2002 (other than Greece), Canada, Australia or Switzerland and assumes by supplemental indenture all of Bunge Limited's obligations under the indenture and the guarantees; and

        (2)  immediately after giving effect to the transaction no event of default under the indenture, or event which with notice or lapse of time would be an event of default under the indenture, has occurred and is continuing.

The successor will be substituted for Bunge Limited for the purposes of the indenture with the same effect as if it had been an original party to the indenture. Thereafter, the successor may exercise the rights and powers of Bunge Limited under the indenture.

        In the event that Bunge Limited consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another person and the successor is a person organized under the laws of a full member state of the European Union as of September 25, 2002 (other than Greece), Canada, Australia or Switzerland, Bunge Limited and the successor will, as a condition to such consolidation, merger, amalgamation or sale of assets, comply with the following additional requirements:

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enter into a supplemental indenture with the trustee providing for full, unconditional and irrevocable indemnification of the holders of the senior notes and the trustee against any tax or duty of whatever nature which is incurred or otherwise suffered by the trustee or such holders with respect to the senior notes and which would not have been incurred or otherwise suffered in the absence of such consolidation, merger or sale of assets; and

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deliver to the trustee legal opinions of independent legal counsel of recognized standing in New York and the applicable member state of the European Union, Canada, Australia or Switzerland under whose laws the successor is organized, to the effect that the obligations of the successor with respect to the guarantee are legal, valid, binding and enforceable in accordance with their terms.

        In addition, the indenture provides that Bunge Limited may not permit any Subsidiary to consolidate with or merge or amalgamate with or into, or sell, lease or convey all or substantially all of its assets to, any person unless:

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



•

such transaction is the merger or amalgamation of a Subsidiary into, the consolidation of a Subsidiary with, or the sale or other disposition by a Subsidiary of all or substantially all of its property to, another person (provided that such person is not an affiliate), so long as (1) such transaction complies with the provisions under "—Limitation on Sale of Assets" and (2) immediately prior to, and after giving effect to, the transaction, no default or event of default exists or would exist.

        Notwithstanding the foregoing sentence, Bunge Limited Finance may not be party to, or the subject of, any consolidation, merger, amalgamation or sale of assets.

Limitation on Sale of Assets

        The indenture provides that Bunge Limited will not, and will not permit any Subsidiary to, sell, transfer, lease or otherwise dispose of (including, without limitation, with respect to any Subsidiary, by way of merger or consolidation of such Subsidiary (each, a "disposition")) any of its properties or assets, except:

        (1)  dispositions in the ordinary course of business;

        (2)  dispositions by (a) any Subsidiary to Bunge Limited, (b) Bunge Limited to any Subsidiary, or (c) any Subsidiary to any other Subsidiary;

        (3)  any disposition by Bunge Limited pursuant to a contractual commitment existing immediately prior to the execution and delivery of the indenture (and listed on a schedule to the indenture);

        (4)  dispositions permitted under "—Consolidation, Merger, Amalgamation and Sale of Assets";

        (5)  dispositions of intercompany loans pursuant to, and as permitted under, the master trust, as described under "Description of Master Trust Structure";

        (6)  dispositions of property acquired in connection with an acquisition of a subsidiary within three years of the date of such acquisition; provided that each of the following conditions is satisfied in respect of each such disposition:

        (a)  in the good faith opinion of an officer of Bunge Limited, such disposition is in exchange for consideration having a fair market value at least equal to that of the property exchanged and is in the best interest of Bunge Limited or the Subsidiary making such disposition;

        (b)  immediately after giving effect to such disposition, no default or event of default would exist; and

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        (c)  immediately after giving effect to such disposition, the sum of the Disposition Values in respect of all property that was the subject of any disposition permitted by clause (6) or (8) hereof and occurring in the then current fiscal year of Bunge Limited would not exceed 25% of its Consolidated Total Assets, determined as of the end of the most recent fiscal year of Bunge Limited, as adjusted on a pro forma basis to include the total assets of all such acquired Subsidiaries;

        (7)  any disposition by Bunge Limited or any Subsidiary constituting an Asset Securitization Transaction, provided that after consummation of any such Asset Securitization Transaction and after giving effect thereto and to the application of the proceeds thereof, the aggregate fair market value of all property and assets subject thereto, together with the aggregate fair market value of all other property and assets of Bunge Limited or any of its Subsidiaries subject to one or more then outstanding Asset Securitization Transactions, will not exceed 15% of its Consolidated Current Assets, determined as of the end of the most recent fiscal quarter of Bunge Limited, with any such determination of its Consolidated Current Assets being adjusted on a pro forma basis to include the aggregate fair market value of the property and assets disposed of in connection with any then outstanding Asset Securitization Transactions; and

        (8)  other dispositions by Bunge Limited and the subsidiaries not described in clauses (1) through (7) hereof ("excluded dispositions"), provided that each of the following is true in respect of each such other disposition not constituting an excluded disposition:

        (a)  in the good faith opinion of an officer of Bunge Limited, such disposition is in exchange for consideration having a fair market value at least equal to that of the property exchanged and is in the best interest of Bunge Limited or Subsidiary making such disposition;

        (b)  immediately after giving effect to such disposition, no default or event of default would exist; and

        (c)  immediately after giving effect to such disposition, the sum of the Disposition Values in respect of all property that was the subject of any disposition occurring in the then current fiscal year of Bunge Limited would not exceed 10% of its Consolidated Total Assets, determined as of the end of the most recent fiscal year of Bunge Limited.

        If Bunge Limited gives written notice to the trustee prior to consummation of any disposition that it intends to apply the Net Proceeds Amount arising therefrom to a Debt Prepayment Application and/or to a Property Reinvestment Application within one year after such disposition, then such disposition, only for the purpose of determining compliance with clause (8)(c) above, will be deemed not to be a disposition. If Bunge Limited fails to apply such Net Proceeds Amount as stated in such notice within such period, then that failure will constitute an event of default.

Financial Covenants

        The indenture provides that Bunge Limited will not permit:

        (1)  its Consolidated Net Worth to be less than $1,350 million as of the end of each fiscal quarter;

        (2)  its ratio of Consolidated Adjusted Net Debt to Consolidated Adjusted Capitalization to be greater than 0.635 to 1.0 as of the end of each fiscal quarter; and

        (3)  its ratio of Consolidated Current Assets to Consolidated Current Liabilities to be less than 1.1 to 1.0 as of the end of each fiscal quarter;

in each case, determined in accordance with the indenture.

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Limitation on Indebtedness of Subsidiaries

        The indenture provides that Bunge Limited will not permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for the following:

        (1)  other than Indebtedness described in clauses (5) and (6) below, (a) any Long-Term Indebtedness of any Designated Obligor which is outstanding as of June 30, 2002 (and listed on a schedule to the indenture), and any extensions, renewals or refinancings thereof, in whole or in part, so long as the aggregate principal amount of such Long-Term Indebtedness will not exceed the amount thereof outstanding at the time of such extension, renewal or refinancing, provided that immediately after the consummation of any such extension, renewal or refinancing, no default or event of default would exist, and (b) any Indebtedness of any Non-Designated Obligor which is outstanding as of June 30, 2002 (and listed on such schedule), but not any extension, renewal or refinancing thereof;

        (2)  any Indebtedness incurred by any Subsidiary owing to Bunge Limited or another Subsidiary;

        (3)  any Short-Term Indebtedness incurred by any Designated Obligor;

        (4)  other than Indebtedness described in clauses (5) and (6) below, any Long-Term Indebtedness of a person outstanding at the time such person becomes a Subsidiary (whether it is a Designated Obligor or a Non-Designated Obligor) or is consolidated or merged with or into a Subsidiary or sells, leases or otherwise disposes of all of its property to a Subsidiary, provided that (a) such Long-Term Indebtedness has not been incurred in contemplation of such person becoming a Subsidiary or consolidating or merging with or into a Subsidiary or selling, leasing or otherwise disposing all of its property to a Subsidiary, (b) immediately after such person becomes a Subsidiary or is consolidated or merged with or into a Subsidiary or sells, leases or otherwise disposes of all of its property to a Subsidiary, no default or event of default would exist, and (c) the renewal, extension or refinancing of any such Long-Term Indebtedness will constitute the issuance of additional Long-Term Indebtedness, which is, in turn, subject to the applicable limitations of the indenture;

        (5)  (a) any Long-Term Indebtedness of a Designated Obligor constituting Long-Term Indebtedness of, or assumed from, Cereol S.A. or any of its direct or indirect subsidiaries (and listed on a schedule to the indenture), provided that all such Long-Term Indebtedness is, prior to or on April 15, 2004, either (i) paid in full, (ii) refinanced by an intercompany loan or loans made pursuant to, and as permitted under, the master trust, as described under "Description of Master Trust Structure" or (iii) refinanced or remains outstanding within the applicable limitations of the indenture;

        (b)  any Long-Term Indebtedness of a Designated Obligor constituting Long-Term Indebtedness of, or assumed from, Cereol or any of its direct or indirect subsidiaries (and listed on a schedule to the indenture), provided that none of such Long-Term Indebtedness is renewed, extended, refinanced or refunded beyond the maturity date of such Long-Term Indebtedness as of June 30, 2002, unless and to the extent any such Long-Term Indebtedness is prior to or on the maturity date thereof, either (i) paid in full, (ii) refinanced by an intercompany loan or loans made pursuant to, and as permitted under, the master trust, as described under "Description of Master Trust Structure" or (iii) renewed, extended, refinanced or refunded within the applicable limitations of the indenture;

        (6)  any Indebtedness of a Non-Designated Obligor constituting Indebtedness of, or assumed from, Cereol or any of its direct or indirect subsidiaries (and listed on a schedule to the indenture), provided that all such Indebtedness is, prior to or on April 15, 2004, either (i) paid in full, (ii) refinanced by an intercompany loan or loans made pursuant to, and as permitted under,

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the master trust, as described under "Description of Master Trust Structure" or (iii) refinanced or remains outstanding within the applicable limitations of the indenture;

        (7)  any Indebtedness incurred by any Subsidiary not otherwise permitted by clauses (1) through (6), provided that immediately after giving effect to the incurrence of such Indebtedness, (a) no default or event of default would exist and (b) (i) (A) if the Indebtedness then to be incurred is Short-Term Indebtedness or Long-Term Indebtedness of a Non-Designated Obligor, then the aggregate amount of outstanding Total Non-Designated Obligor Indebtedness does not exceed 15% of Consolidated Net Worth and (B) if the Indebtedness then to be incurred is Long-Term Indebtedness of a Non-Designated Obligor, then the aggregate amount of outstanding Long-Term Indebtedness of all Subsidiaries does not exceed 20% of Consolidated Net Worth, or (ii) if the Indebtedness then to be incurred is Long-Term Indebtedness of a Designated Obligor, then the aggregate amount of outstanding Long-Term Indebtedness of all Subsidiaries does not exceed 20% of Consolidated Net Worth, in each case determined as of the end of the most recently ended fiscal quarter of Bunge Limited.

        Any provision contained in the indenture to the contrary notwithstanding, Bunge Limited will, with respect to all Indebtedness of Cereol S.A. and its direct or indirect subsidiaries set forth on the schedule to the indenture referred to in clause (5) above, comply with the applicable requirements of clause (5) or (6) above, as the case may be.

        For purposes of this covenant, Fosfertil S.A. is not and will not be deemed a Subsidiary of Bunge Limited, unless and until Fosfertil S.A. satisfies the definition of a "Subsidiary" insofar as Bunge Limited is concerned; however, prior thereto, any Indebtedness of Fosfertil S.A. is not deemed to constitute Indebtedness of a Subsidiary for purposes of this covenant but is deemed to constitute Indebtedness of a Subsidiary of Bunge Limited solely for purposes of any determination required under clause (2) of "—Financial Covenants", provided that if and when Fosfertil S.A. becomes a "Subsidiary" of Bunge Limited, then and thereafter Fosfertil S.A. will be deemed to be a "Subsidiary" for all purposes of the indenture.

Limitation on Restrictions on Dividends or Loans by Certain Subsidiaries

        The indenture provides that Bunge Limited will not permit any Designated Obligor or a Subsidiary which is material to Bunge Limited to enter into any agreement after the execution and delivery of the indenture restricting the payment of dividends, the making of loans by it to Bunge Limited or to any other Designated Obligor or a Subsidiary which is material to Bunge Limited, or the incurrence of Indebtedness owing to other Designated Obligors or Subsidiaries which are material to Bunge Limited, except that Bunge Limited may permit a Designated Obligor or a Subsidiary which is material to Bunge Limited to be party to agreements:

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limiting the payment of dividends (other than distributions of capital) by such Designated Obligor or Subsidiary following a default or an event of default under such agreement;



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requiring the compliance by such Designated Obligor or Subsidiary with specified net worth, working capital or other similar financial tests;



•

restricting loans to be made by such Designated Obligor or Subsidiary to any other Subsidiary or Bunge Limited to such loans which accrue interest at a rate greater than or equal to such lending Designated Obligor's or Subsidiary's average cost of funds as determined in good faith by the board of directors of such lending Designated Obligor or a Subsidiary; or

any combination of the foregoing.

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Events of Default

        Each of the following is an event of default under the indenture:

        (1)  the default in any payment of interest or additional interest (as required by the exchange and registration rights agreement) on any senior note when due, continued for 30 days;

        (2)  the default in the payment of principal of, or premium, if any, on, any senior note when due at its stated maturity, upon optional redemption, upon declaration of acceleration or otherwise;

        (3)  the failure by Bunge Limited Finance or Bunge Limited to comply for 60 days after written notice with its other agreements contained in the indenture;

        (4)  the failure of Bunge Limited Finance, Bunge Limited or any Subsidiary (a) to pay the principal of any Indebtedness or of any other material amounts under any other agreement on the scheduled or original date due, (b) to pay interest on any Indebtedness beyond any provided grace period or (c) to observe or perform any agreement or condition relating to such Indebtedness, that has caused such Indebtedness to become due prior to its stated maturity; provided , however , that an event described in sub-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 $50,000,000;

        (5)  certain events of bankruptcy, insolvency or reorganization of (a) Bunge Limited Finance, (b) Bunge Limited, (c) any Subsidiary that has been designated by Bunge Limited as eligible for intercompany loans to be made by the master trust as described under "Description of Master Trust Structure," or (d) any other Subsidiary which is material to Bunge Limited; or

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

A default under clause (3) above that has occurred and is continuing will not constitute an event of default under the indenture until the trustee or the holders of not less than 25% in principal amount of the outstanding senior notes notify Bunge Limited Finance or Bunge Limited, as the case may be, of the default and such default is not cured within the time specified in such clause (3) after receipt of such notice.

        If an event of default (other than an event of default described in clause (5) above) occurs and is continuing, the trustee by written notice to Bunge Limited Finance, or the holders of at least 25% in principal amount of the outstanding senior notes by written notice to Bunge Limited Finance 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, if any, on all the senior notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. If an event of default described in clause (5) above occurs and is continuing, the principal of and premium, if any, and accrued and unpaid interest on all the senior notes will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders. The holders of a majority in aggregate principal amount of the outstanding senior notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the senior notes and its consequences if rescission would not conflict with any judgment or decree of a court of competent jurisdiction and all existing events of default, other than the nonpayment of the principal of and premium, if any, and interest on the senior

37

notes that have become due solely by such declaration of acceleration, have been cured or waived. If an event of default has occurred and not been cured or waived, and the principal of and premium, if any, and accrued and unpaid interest on the senior notes has become due and payable, by declaration, automatic acceleration or otherwise, then the trustee shall give notice to The Bank of New York, as trustee under the master trust as described under "Description of Master Trust Structure," to declare due and payable the intercompany loans that had been made using the net proceeds from the sale of the senior notes.

        Subject to the provisions of the indenture relating to the duties of the trustee, 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 the indenture at the request or direction of any of the holders unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder may pursue any remedy with respect to the indenture or the senior notes unless:

•

such holder has previously given the trustee written notice that an event of default under the indenture is continuing;



•

holders of at least 25% in principal amount of the outstanding senior notes have requested in writing that the trustee pursue the remedy;



•

such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;



•

the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and



•

the holders of a majority in principal amount of the outstanding senior notes have not given the trustee a direction that, in the opinion of the trustee, is inconsistent with such request within such 60-day period.

        Subject to certain restrictions, the holders of a majority in principal amount of the outstanding senior notes are given the right to 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. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the interest of any other holder or that would involve the trustee in personal liability. Prior to taking any action under the indenture, the trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

        The indenture provides that if a default occurs and is continuing and is known to the trustee, the trustee must mail to each holder notice of the default within 90 days after it occurs. Except in the case of a default in the payment of principal of and premium, if any, or interest on any senior note, the trustee may withhold notice if the trustee determines that withholding notice is in the interests of the holders. In addition, Bunge Limited Finance is required to deliver to the trustee, within 10 days after becoming aware of the occurrence of any default, notice of such default, and in any event within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any default that occurred during the previous year.

Amendments and Waivers

        Modifications and amendments of the indenture may be made by Bunge Limited Finance, Bunge Limited and the trustee with the consent of the holders of a majority in principal amount of the senior notes then outstanding under the indenture (including consents obtained in connection with a tender

38

offer or exchange offer for the senior notes). However, without the consent of each holder of an outstanding senior note affected, no amendment may, among other things:

•

reduce the amount of senior notes whose holders must consent to an amendment of the indenture or the senior notes, or certain specified provisions of the documents relating to Bunge Limited Finance's rights or benefits under the master trust;



•

reduce the stated rate of or extend the stated time for payment of interest on any senior note;



•

reduce the principal of or change the stated maturity of any senior note;



•

reduce the amount payable upon the redemption or repurchase of any senior note;



•

following a Change of Control, make any change in the time in which a Change of Control offer must be made or the time in which a Change of Control payment must be made;



•

make any senior note payable in money other than that stated in the senior note;



•

impair the right of any holder to receive payment of principal of and premium, if any, and interest on such holder's senior 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 senior notes;



•

make any change in the amendment provisions which require each holder's consent or in the waiver provisions; or



•

release Bunge Limited or modify the guarantee other than in accordance with the indenture.

        The holders of a majority in aggregate principal amount of the outstanding senior notes, on behalf of all holders of senior notes, may waive compliance by Bunge Limited Finance with certain restrictive provisions of the indenture. Subject to certain rights of the trustee as provided in the indenture, the holders of a majority in aggregate principal amount of the senior notes, on behalf of all holders, may waive any past default under the indenture (including any such waiver obtained in connection with a tender offer or exchange offer for the senior notes), except a default in the payment of principal, premium or interest or a default in respect of a provision that under the indenture cannot be modified or amended without the consent of the holder of each senior note that is affected.

        Without the consent of any holder, Bunge Limited Finance, Bunge Limited and the trustee may modify or amend the indenture to:

•

cure any ambiguity, omission, defect or inconsistency;



•

provide for the assumption by a successor of the obligations of Bunge Limited Finance under the indenture;



•

provide for uncertificated senior notes in addition to or in place of certificated senior notes; provided, however , that the uncertificated senior notes are issued in registered form for purposes of Section 163(f) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), or in a manner such that the uncertificated senior notes are described in Section 163(f)(2)(B) of the Code;



•

add additional guarantees with respect to the senior notes;



•

secure the senior notes;



•

add to the covenants of Bunge Limited Finance or Bunge Limited for the benefit of the holders or surrender any right or power conferred upon Bunge Limited Finance or Bunge Limited;



•

make any change that does not adversely affect the interests of any holder;

39

•

provide for the issuance of the exchange senior notes, which will have terms substantially identical in all material respects to the unregistered senior notes (except that the transfer restrictions contained in the exchange senior notes will be modified or eliminated, as appropriate), and which will be treated, together with any outstanding unregistered senior notes, as a single issue of securities;



•

provide for the issuance of additional senior notes; or



•

comply with any requirement of the U.S. Securities and Exchange Commission in connection with the qualification of the indenture under the U.S. Trust Indenture Act of 1939.

        The consent of the holders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment under the indenture becomes effective, Bunge Limited Finance is required to mail to the holders a notice briefly describing such amendment. However, the failure to give such notice to all the holders, or any defect therein, will not impair or affect the validity of the amendment.

Defeasance

        Bunge Limited Finance at any time may terminate all its obligations under the senior notes and the indenture ("legal defeasance"), except for certain obligations, including obligations relating to the defeasance trust, registering the transfer or exchange of the senior notes, replacing mutilated, destroyed, lost or stolen senior notes and maintaining a registrar and paying agent in respect of the senior notes. If Bunge Limited Finance exercises its legal defeasance option, the guarantee will terminate with respect to that series.

        Bunge Limited Finance at any time may terminate its obligations under covenants described under "—Covenants" (other than "—Consolidation, Merger, Amalgamation and Sale of Assets") above, and the events of default described in clauses (3) (to the extent that the covenants referred to therein have been terminated as a result of the defeasance), (4), (5) and (6) under "—Events of Default" above ("covenant defeasance").

        Bunge Limited Finance may exercise its legal defeasance option notwithstanding a prior exercise of its covenant defeasance option. If Bunge Limited Finance exercises its legal defeasance option, payment of the senior notes may not be accelerated because of an event of default with respect thereto. If Bunge Limited Finance exercises its covenant defeasance option, payment of the senior notes may not be accelerated because of an event of default specified in clause (3) (to the extent that the covenants referred to therein have been terminated as a result of the defeasance), (4), (5) or (6) under "—Events of Default" above.

        In order to exercise either defeasance option, Bunge Limited Finance must irrevocably deposit in trust with the trustee money or U.S. government obligations for the payment of principal of and premium, if any, and interest on the senior notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the trustee of an opinion of counsel (subject to customary exceptions and exclusions) to the effect that holders of the senior notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. In the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law.

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Concerning the Trustee

        The Bank of New York is the trustee under the indenture and has been appointed by Bunge Limited Finance as Registrar and Paying Agent with regard to the senior notes.

No Petition

        By its acquisition of a senior note, each noteholder 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 Bunge Limited Finance under any applicable insolvency laws until one year and one day after all of the senior notes and all other Indebtedness of Bunge Limited Finance ranking equal with or junior to the senior notes in right of payment are paid in full, including all interest and premium thereon.

Governing Law

        The senior notes, the guarantee and the indenture are governed by, and construed in accordance with, the laws of the State of New York.

Consent to Jurisdiction

        Bunge Limited has irrevocably submitted to the jurisdiction of any New York state court or any U.S. federal court sitting in the Borough of Manhattan, The City of New York, in respect of any legal action or proceeding arising out of or in relation to the indenture, the senior notes or the guarantee, and has agreed that all claims in respect of such legal action or proceeding may be heard and determined in such New York state or U.S. federal court and has waived, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court.

Currency Indemnity

        The obligation of Bunge Limited to make any payments under the indenture, the senior notes or the guarantee is in U.S. dollars. Any amount received or recovered in a currency other than U.S. dollars as a result of any judgment or order given or made in a currency other than U.S. dollars in respect of an amount due under the indenture, the senior notes or the guarantee will constitute a discharge of Bunge Limited's obligation only to the extent of the amount in U.S. dollars that the senior noteholder is able to purchase with the amount such senior noteholder receives or recovers. If the amount of U.S. dollars purchased by such senior noteholder is less than the amount expressed to be due to such senior noteholder, Bunge Limited will indemnify the senior noteholder against any loss sustained as a result. In any event, Bunge Limited will indemnify the noteholder against the cost of any such purchase.

Defined Terms

        "Asset Securitization Transaction" means any transfer of accounts receivable and other related assets to the extent that such transfer is treated as a sale of financial assets under FASB Statement No. 140, as in effect from time to time.

        "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

41

which such lease has been extended). In the case of any lease that is terminable by the lessee upon the payment of a penalty or other termination payment, such amount shall be the amount determined assuming termination upon the first date such lease may be terminated (in which case the amount shall also include the amount of the penalty or termination payment, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated).

        "Change of Control" means:

        (1)  with respect to Bunge Limited, the occurrence of either of the following events: (i) at any time during any twelve consecutive calendar months, more than 50% of the members of the board of directors of Bunge Limited who were members on the first day of such period will have resigned or will have been removed or replaced, other than as a result of death, disability or change in personal circumstances, or (ii) any person or "group" (as defined in section 13(d)(3) of the Exchange Act, but excluding (a) any employee benefit or stock ownership plans of Bunge Limited, (b) members of the board of directors and executive officers of Bunge Limited as of the date immediately prior to the execution and delivery of the indenture, (c) the families of such members and executive officers, and (d) family trusts established by or for the benefit of any of the foregoing individuals) will have acquired more than 50% of the combined voting power of all classes of common shares of Bunge Limited,

provided that a Change of Control will not be deemed to have occurred in the event that the purchase by Bunge Limited of common shares issued and outstanding on the date immediately prior to the execution and delivery of the indenture results in one or more of Bunge Limited's shareholders of record as of such date controlling more than 50% of the combined voting power of all classes of common shares of Bunge Limited; and

        (2)  with respect to Bunge Limited Finance, if at any time Bunge Limited fails to own, directly or indirectly, 100% of the capital stock of Bunge Limited Finance.

        "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 terms of the senior notes.

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

        "Consolidated Adjusted Capitalization" means, at any date of determination, the sum of (1) Consolidated Net Worth plus (2) Consolidated Adjusted Net Debt, in each case determined at such date.

        "Consolidated Adjusted Net Debt" means, with respect to Bunge Limited and its Subsidiaries, at any date of determination, (1) the aggregate principal amount of the Indebtedness of Bunge Limited and its Subsidiaries determined on a consolidated basis at such time minus (2) the sum of all cash, cash equivalents under U.S. GAAP, and Liquid Inventory of Bunge Limited and its Subsidiaries at such date.

42

        "Consolidated Current Assets" means, at any date of determination, all assets of Bunge Limited and the Subsidiaries that would be reflected as current assets on a consolidated balance sheet of such persons prepared in accordance with U.S. GAAP at such date.

        "Consolidated Current Liabilities" means, at any date of determination, all liabilities of Bunge Limited and the subsidiaries that would be reflected as current liabilities on a consolidated balance sheet of such persons prepared in accordance with U.S. GAAP at such date.

        "Consolidated Net Tangible Assets" means, at any date of determination, the total amount of assets of Bunge Limited 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 Bunge Limited and its consolidated subsidiaries for its most recently completed fiscal quarter, prepared in accordance with generally accepted accounting principles.

        "Consolidated Net Worth" means the Net Worth of Bunge Limited and its Subsidiaries determined on a consolidated basis in accordance with U.S. GAAP, plus minority interests in Subsidiaries.

        "Consolidated Total Assets" means, at any date of determination, the amount at which the total assets of Bunge Limited and the Subsidiaries appear on the then most recent annual consolidated balance sheet of such persons prepared in accordance with U.S. GAAP, after deduction of depreciation, amortization and all other properly-deductible valuation reserves.

        "Debt Prepayment Application" means, with respect to any disposition of property, the application by Bunge Limited or its Subsidiaries of cash in an amount equal to the Net Proceeds Amount with respect to such disposition to pay Senior Indebtedness of Bunge Limited.

        "Designated Obligor" means the following:

•

Bunge Limited;



•

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 and Central Soya Company, Inc.; or



•

any other Subsidiary designated by Bunge Limited as a Designated Obligor.

        "Disposition Value" means, at any date of determination, with respect to any property (1) in the case of property that does not constitute Subsidiary Stock, the book value thereof, valued at the time of such disposition in good faith by Bunge Limited, and (2) in the case of property that constitutes Subsidiary Stock, an amount equal to that percentage of the book value of the assets of the Subsidiary that issued such stock as is equal to the percentage that the book value of such Subsidiary Stock represents of the book value of all of the outstanding capital stock of such Subsidiary (assuming, in making such calculations, that all securities convertible into such capital stock are so converted and giving full effect to all transactions that would occur or be required in connection with such conversion) determined at the time of the disposition thereof, in good faith by Bunge Limited.

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

43

        "Indebtedness" means, as to any person, without duplication:

        (1)  all obligations of such person for borrowed money;

        (2)  all obligations of such person evidenced by bonds, debentures, notes or other similar instruments;

        (3)  all obligations of such person to pay the deferred purchase price of property, except trade accounts payable arising in the ordinary course of business;

        (4)  all obligations of such person as lessee which are capitalized in accordance with U.S. GAAP;

        (5)  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);

        (6)  all obligations of such person with respect to letters of credit and similar instruments, including without limitation obligations under reimbursement agreements;

        (7)  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;

        (8)  all net obligations of such person in respect of equity derivatives and Hedge Agreements; and

        (9)  all guarantees of such person (other than guarantees of obligations of direct or indirect Subsidiaries of such person).

        "Independent Investment Banker" means any of Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc. or Salomon Smith Barney Inc., or, if all such firms are unwilling or unable to select the applicable Comparable Treasury Issue, a leading independent investment banking institution appointed by the trustee and reasonably acceptable to Bunge Limited Finance.

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

        "Liquid Inventory" means, as to Bunge Limited and its Subsidiaries at any date of determination, its inventory at such time of commodities which are traded on any recognized commodities exchange, valued in accordance with prevailing market practices applicable to the type of such commodity at either (1) the lower of cost and the market value at such date of determination or (2) the market value at such date.

        "Long-Term Indebtedness" means, with respect to any person, without duplication, Indebtedness having a final maturity of more than one year from the date of origin thereof (or which is renewable or extendible at the option of the obligor for a period or periods of more than one year from such date of origin) or outstanding under revolving credit agreements or other similar agreements providing for borrowings for over one year from the date of origin thereof or Indebtedness that is extendible or renewable at the option of such person to a time more than one year after such date of origin (but excluding therefrom all payments in respect of such Indebtedness that are due and payable within one year of such time).

        "Net Proceeds Amount" means, with respect to any disposition of any property by any person, an amount equal to the difference of (1) the aggregate amount of the consideration (valued at no less than the fair market value of such consideration at the time of the consummation of such disposition)

44

received by such person in respect of such disposition, minus (2) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by such person in connection with such disposition.

        "Net Worth" means, with respect to any person, the sum of such person's capital stock, capital in excess of par or stated value of shares of its capital stock, retained earnings and any other account which, in accordance with U.S. GAAP, constitutes stockholders' equity, excluding any treasury stock.

        "Non-Designated Obligor" means any Subsidiary that is not a Designated Obligor.

        "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 Property securing Indebtedness incurred or assumed solely for the purpose of financing all or any part of the cost of constructing or acquiring such Property, which Lien attaches to such Property concurrently with or within 90 days after the construction, acquisition or completion of a series of related acquisitions thereof;

        (6)  Liens existing immediately prior to the execution and delivery of the indenture (and listed on a schedule to the indenture);

        (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 under the indenture;

        (8)  Liens on Property existing prior to the acquisition of such Property or the acquisition of any Subsidiary that is the owner of such Property;

        (9)  Liens created by a Subsidiary in favor of Bunge Limited, Bunge Limited Finance or a Subsidiary;

        (10) Liens on any accounts receivable from or invoices to export customers (including, without limitation, Subsidiaries) and the proceeds thereof;

        (11) Liens on rights under contracts to sell, purchase or receive commodities to or from export customers (including, without limitation, 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 clauses (1) through (8), so long as the principal amount of the Indebtedness secured by such Lien does (i) in the case of clauses (1) to (5), inclusive, (7) and (8), exceed its original principal amount

45

and (ii) in the case of clause (6), 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, which are necessary for the conduct of the activities of Bunge Limited or the Subsidiaries 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 Bunge Limited or the Subsidiaries;

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

        (16) Liens on intercompany loans (or interests therein) made to Bunge Limited or certain of its Subsidiaries and held by the trustee under the master trust, as described under "Description of Master Trust Structure".

For purposes of this definition, (A) the phrases "accounts receivable from or invoices to export customers" and "contracts to sell, purchase or receive commodities to (from) export customers" 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 Bunge Limited or a Subsidiary that have been or are to be exported from the country of origin whether or not such sale is made by a Subsidiary or to any of its Subsidiaries; and (B) property of a party to a corporate reorganization which is not Bunge Limited or a Subsidiary will be deemed to be or have been "acquired" by Bunge Limited or such Subsidiary as part of such corporate reorganization even if Bunge Limited or Subsidiary, as the case may be, is not the surviving entity.

        "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.

        "Property Reinvestment Application" means, with respect to any disposition of property, the satisfaction of each of the following conditions:

        (1)  Bunge Limited or any of its Subsidiaries making such disposition will have either (a) entered into one or more agreements to apply an amount equal to the Net Proceeds Amount with respect to such disposition to the acquisition by Bunge Limited or such Subsidiary of property or (b) received property as consideration in an amount equal to the Net Proceeds Amount, in each case that upon such acquisition or receipt as consideration is unencumbered by any Lien (other than Permitted Liens or Liens permitted as described under "—Exception to Limitation on Liens and Restriction on Sale Leasebacks") and that

        (i)    constitutes property that is property classifiable under U.S. GAAP as non-current to the extent that such proceeds are derived from the disposition of property that was properly classifiable as non-current, and otherwise properly classifiable as either current or non-current, and to be used in the ordinary course of business of Bunge Limited and the Subsidiaries; or

        (ii)  constitutes equity interests of a person that will own, or invest the proceeds received from Bunge Limited or its Subsidiaries in, property of the nature described in the immediately preceding clause (i);

provided that the transactions contemplated by such agreement or agreements are consummated within one year following the consummation of such disposition; and

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        (2)  Bunge Limited delivers a certificate of an officer of Bunge Limited to the trustee referring to the provisions under "—Limitation on Sales of Assets" and identifying the property that was the subject of such disposition, the Disposition Value of such property, and the nature, terms, amount and application of the proceeds from such disposition.

        "Reference Treasury Dealer" means Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one 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, Bunge Limited Finance will substitute another Primary Treasury Dealer.

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

        "Senior Indebtedness" means all Indebtedness of Bunge Limited and its Subsidiaries that is not subordinated in right of payment or security to Indebtedness evidenced by the senior notes.

        "Short-Term Indebtedness" means any Indebtedness not constituting Long-Term Indebtedness.

        "Subsidiary" means any corporation, limited liability company or other business entity of which the requisite number of shares of stock or other equity ownership interests having ordinary voting power (without regard to the occurrence of any contingency) to elect a majority of the directors, managers or trustees thereof, or any partnership of which more than 50% of the partners' equity interests (considering all partners' equity interests as a single class) is, in each case, at the time owned or controlled, directly or indirectly, by Bunge Limited, one or more of the Subsidiaries, or a combination thereof. Notwithstanding the foregoing, Fosfertil S.A. shall not be deemed a Subsidiary of Bunge Limited for the purpose of the covenants described under "—Limitations on Liens," "—Restrictions on Sale Leasebacks," "Exception to Limitation on Liens and Restriction on Sale-Leasebacks," "Limitation on Sale of Assets," Clauses (1) and (3) of "Financial Covenants" and "Limitation on Indebtedness of Subsidiaries" above.

        "Subsidiary Stock" means, with respect to any person, the shares or stock (or any options or warrants to purchase shares or stock or other securities (as such term is defined in Section 2(1) of the Securities Act) exchangeable for or convertible into shares or stock) of any subsidiary of such person.

        "Total Non-Designated Obligor Indebtedness" means all Short-Term Indebtedness and Long-Term Indebtedness of Non-Designated Obligors incurred and/or outstanding within the limitations described under "—Limitation on Indebtedness of Subsidiaries".

        "Treasury Yield" means, with respect to any date fixed for the redemption of notes, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding such 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 date.

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DESCRIPTION OF MASTER TRUST STRUCTURE

        Bunge Limited formed a master trust in order to permit it and its subsidiaries to borrow funds on both a short-term and long-term basis on a more efficient basis. The master trust was created under New York law pursuant to a pooling agreement among Bunge Funding, Inc., Bunge Management Services, Inc., as servicer, and The Bank of New York, as trustee. The primary assets of the master trust consist of intercompany loans made to Bunge Limited and its subsidiaries with the proceeds of funds raised by the master trust through the issuance of variable funding certificates.

        The intercompany loans held by the master trust are made by two of Bunge Limited's subsidiaries. Bunge Finance Limited, Bunge Limited's wholly owned subsidiary organized under the laws of Bermuda, makes loans to Bunge Limited and its non-U.S. subsidiaries. Bunge Finance North America, Inc., a Delaware corporation and a wholly owned subsidiary of Bunge N.A. Holdings, Inc. (which is, in turn, wholly owned by us), makes loans to Bunge Limited's U.S. subsidiaries. Each intercompany loan bears interest at a floating rate specified from time to time by the Bunge subsidiary making the loan at the estimated blended cost of funds of the master trust (plus a small profit margin). Bunge Finance Limited and Bunge Finance North America, Inc. are parties to a sale agreement with Bunge Funding, Inc. under which each intercompany loan, together with all property and proceeds related thereto, is sold to Bunge Funding, Inc. Bunge Funding, Inc., in turn, immediately sells the intercompany loans to the master trust pursuant to a pooling agreement. Bunge Management Services, Inc. services the intercompany loans held by the master trust in accordance with the terms of a servicing agreement among Bunge Management Services, Inc., Bunge Funding, Inc. and The Bank of New York, as trustee.

        We raise the funds to fund the intercompany loans by having the master trust issue trust certificates either to a special purpose subsidiary that is incurring indebtedness or directly to third party investors. As of the date of this prospectus, the master trust has issued five series of trust certificates under series supplements to the pooling agreement, including a series 2002-1 variable funding certificate held by Bunge Limited Finance. The trustee under the master trust is required to allocate collections on the intercompany loans to the trust certificates, including the series 2002-1 variable funding certificate, on an equal basis based upon the principal and accrued interest outstanding with respect to all trust certificates. The master trust may from time to time issue additional series of trust certificates which rank equal in right of payment with the outstanding trust certificates.

        The maximum face amount of the series 2002-1 variable funding certificate held by Bunge Limited Finance is $2,500,000,000. The outstanding amount of the series 2002-1 variable funding certificate varies based on the outstanding amount of indebtedness of Bunge Limited Finance. Under the master trust facility documentation, all of the proceeds borrowed under Bunge Limited Finance's current facilities were used to fund intercompany loans which are acquired by the master trust. In the case of the senior notes, Bunge Limited Finance was required to use all of the net proceeds from the sale of the senior notes to increase its investment in the series 2002-1 variable funding certificate, and the master trust used such proceeds to acquire intercompany loans. The principal and interest outstanding on the series 2002-1 variable funding certificate must at all times exceed the aggregate principal and interest outstanding on all of Bunge Limited Finance's debt, including, without limitation, the senior notes. Accordingly, the holders of the senior notes will benefit to the extent that payments of principal and interest are made by the borrowers on the intercompany loans held by the master trust. The master trust is intended to allow creditors of Bunge Limited Finance and other holders of master trust certificates to have the benefit of claims on Bunge Limited's subsidiaries obligated under intercompany loans. However, intercompany loans made under the master trust facility directly to Bunge Limited do not create any claims against its subsidiaries for the benefit of the holders of the senior notes. Although the series 2002-1 variable funding certificate is not pledged to the holders of the senior notes, the series 2002-1 variable funding certificate and related hedging agreements are the only assets held by Bunge Limited Finance and may not be pledged by Bunge Limited Finance to any of its creditors or

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any other person. Under the design of the master trust facility structure, the senior notes have the benefit of the series 2002-1 variable funding certificate and the holders of the senior notes thus have the benefit of access on an equal basis with other creditors holding indebtedness owed or payable by Bunge Limited Finance to the payments made on the series 2002-1 variable funding certificate.

        Bunge Limited Finance has been organized and structured to be a bankruptcy-remote entity. As part of the bankruptcy-remote structure of Bunge Limited Finance, the certificate of incorporation of Bunge Limited Finance requires the vote of at least two directors who are individuals that are "independent" (within the meaning of the certificate of incorporation of Bunge Limited Finance) of Bunge Limited and its affiliates (except that such independent directors of Bunge Limited Finance may also be the independent directors of Bunge Asset Funding Corp., Bunge Funding, Inc., Bunge Funding Europe B.V. and any other financing subsidiary established to advance funds to the master trust) in order to, among other things, (1) file a voluntary petition for bankruptcy under the U.S. bankruptcy code or (2) change the voting requirement with respect to the filing of such a voluntary petition for bankruptcy. Each of Bunge Limited Finance's creditors has made "non-petition" agreements agreeing not to institute, or join any other person in instituting, against Bunge Limited Finance, any bankruptcy or similar insolvency proceeding under the laws of any jurisdiction for a period of one year and one day after all outstanding debt of Bunge Limited Finance has been paid in full.

        If Bunge Limited Finance were to become subject, for any reason, to any voluntary or involuntary bankruptcy proceeding, the proceeds of payments to the master trust on the intercompany loans would be subject to such bankruptcy proceedings. In such event, the holders of the senior notes would experience delays in recovering principal and interest on their senior notes from the proceeds of such intercompany loans. The holders of the senior notes would, however, be able to make a claim on Bunge Limited's guarantee in such circumstances unless the guarantee is unavailable for any reason (whether due to our bankruptcy or otherwise).

        Credit facilities and debt issuances that use the master trust structure include the following:

•

$560 million commercial paper facility, backed by a revolving credit facility consisting of a $336 million 364-day tranche and a $224 million three-year tranche;



•

$107 million three-year Trust Certificate due 2003;



•

$18 million five-year Trust Certificate due 2005;



•

$460 million three-year revolving credit facility;



•

$50 million three-year senior credit facility;



•

$82 million 6.31% Senior Guaranteed Notes, Series A, Due September 30, 2007;



•

$53 million 6.78% Senior Guaranteed Notes, Series B, Due September 30, 2009;



•

$351 million 7.44% Senior Guaranteed Notes, Series C, Due September 30, 2012;



•

$200 million 7.80% Senior Notes Due 2012; and



•

$250 million 3.75% Convertible Notes Due 2022.

        Our financings under the master trust structure contain various restrictive covenants that in some cases include limitations on, among other things, our ability to (1) merge, amalgamate or sell all or substantially all of our assets, (2) incur certain liens, (3) enter into certain sale-leaseback transactions and (4) incur certain indebtedness by subsidiaries. In addition, Bunge Limited must comply with certain financial covenants as of the end of each fiscal quarter. All of the restrictive covenants in the master trust financings are subject to significant qualifications and exceptions.

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