EXHIBIT 4(i)C
FARMLAND INDUSTRIES, INC
12200 NORTH AMBASSADOR DRIVE
KANSAS CITY, MO 641631244
DEMAND LOAN RECEIPT
Description of Bond
ACCOUNT NUMBER:
NAME OF OWNER
PRINCIPAL AMOUNT: ISSUE DATE:
BOND TYPE: BOND NUMBER:
INTEREST RATE: MATURITY DATE:
TOD/POD:
Preface
This Demand Loan Receipt sets forth certain terms and conditions of the Demand
Loan as might be contained in a certificate for the Demand Loan. For the
convenience and protection of the Holder and Farmland Industries, Inc., the
Demand Loan is being issued only in book entry form on the books and records of
Farmland, to which further reference is made. The Demand Loan is no longer being
issued in certificated form. Farmland retains the same duties and
responsibilities to pay principal and interest to the Holder of the Demand Loan
without a certificate being issued.
This Receipt is not a certificate for any security. The Receipt confers no
rights, interests, obligations, duties, responsibilities or otherwise on any
party, and acts only as a memorandum of the uncertificated Demand Loan
referenced above. This Receipt is not a negotiable instrument, and the Demand
Loan referenced is subject to all provisions of law regarding uncertificated
securities.
Terms and Conditions
Farmland is obligated to pay to the Holder named above or registered assigns as
indicated on its books and records (the "Holder"), the principal amount shown
above in such coin or currency of the United States of America as at the time of
payment shall be legal tender for payment of public and private debt, and to pay
interest per annum from the date of issuance (the "Date of Original Issuance")
until date of redemption on said principal sum at the interest rate per annum
(the "Demand Loan Interest Rate") as described herein, unless this Demand Loan
is redeemed within a one (1) month period by a member cooperative of Farmland or
within a six (6) month period by any other Holder, in which case the Demand Loan
shall bear interest at a demand rate 2% below the Demand Loan Interest Rate.
Such interest payments are to be made in one of the following ways at the option
of the purchaser made at the time of purchase and irrevocable as to the
purchaser: (i) six (6) months after the Date of Original Issuance and at the end
of each and every six (6) month period thereafter until surrendered for
redemption, or (ii) only at the date of redemption compounded semiannually at
the Demand Loan Interest Rate. In addition, to the extent permitted by law,
Farmland shall pay interest on overdue interest at the applicable Demand Loan
Interest Rate.
Farmland does not have a right to call any outstanding Demand Loans for
redemption at any time.
This Demand Loan is one of a duly authorized issue of Demand Loans of Farmland
designated as its Demand Loans (herein referred to as the "Demand Loans"), to be
issued in amounts of $1,000 or more. The Demand Loan Interest Rate is the
interest rate for the Demand Loans as determined, from time to time, by
Farmland. Except as hereinafter provided, each Demand Loan shall earn interest
at the Demand Loan Interest Rate in effect on the Date of Original Issuance of
the Demand Loan for a period of six (6) months only; provided, however, that if
during such six (6) month period the Demand Loan Interest Rate is increased to a
rate higher than that currently in effect for this Demand Loan, then this Demand
Loan shall earn interest at the increased rate from the effective date of the
increase to the end of such Demand Loan's then current six (6) month period. Six
(6) months from the Date of Original Issue of this Demand Loan and each six (6)
month anniversary date thereafter, this Demand Loan shall, if not redeemed, earn
interest at the Demand Loan Interest Rate in effect on such anniversary date,
but only for a six (6) month period from such anniversary date, subject to the
escalation provisions previously set forth. A decrease in the Demand Loan
Interest Rate will have no effect on any Demand Loan issued prior to the
decrease until the first day of the next subsequent six month period of such
outstanding Demand Loan. The Demand Loans may be redeemed, at the unpaid
principal amount plus interest on the date of redemption, at the option of the
Holder, at any time. If redeemed by a Farmland member cooperative purchaser
during a one (1) month period or by any other Holder during a six (6) month
period immediately following the Date of Original Issuance, the Demand Loan
shall bear interest from Date of Original Issuance to date of redemption at a
demand rate 2% below the Demand Loan Interest Rate. Interest on the principal
amount of the Demand Loan is payable in one of the following ways at the option
of the purchaser, made at the time of purchase and irrevocable as to the
purchaser: (i) six (6) months after the Date of Original Issuance and at the end
of each and every six (6) month period thereafter until this Demand Loan is
surrendered for redemption, or (ii) only at the date of redemption compounded
semiannually at the effective Demand Loan Interest Rate. Farmland shall have the
right at any time by notice to the Holder to terminate any obligation to
continue retaining the interest of any Holder pursuant to a Holder's option,
which termination shall be effective as of the opening of business on the day
following the first interest compounding date after such notice is mailed to the
Holder and the Holder will be paid all the interest in the Holder's account on
the effective date.
The Demand Loan is one of a duly authorized issue of securities (hereinafter
called the "Securities") of Farmland issued and to be issued under an Indenture
dated as of December 4, 1997 (herein called the "Indenture") between Farmland
and UMB Bank, National Association, Kansas City, Missouri, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which the Indenture and all indentures supplemental thereto and
the Officers' Certificate (as defined in the Indenture) setting forth the terms
of this series of Securities reference is hereby made for a statement of the
respective rights, limitation of rights, duties and immunities thereunder of
Farmland, the Trustee and the Holders and the terms upon which the Demand Loans
are, and are to be, issued. This Demand Loan is one of the series of securities
designated as Demand Loans. The Demand Loans may bear different dates and
interest rates, and may otherwise vary.
Any interest which is payable, but is not punctually paid or duly provided for,
on any interest payment date and, to the extent permitted by law, interest on
such defaulted interest at the then applicable interest rate born by this Demand
Loan (such defaulted interest and interest thereon herein collectively call
"Defaulted Interest") will not be payable to the Holder on the applicable
payment date; and such Defaulted Interest may be paid by Farmland, at its
election in each case, in the time and manner as provided for in the Indenture.
Payment of the principal of, premium, if any, and interest on this Demand Loan
will be made at the office or agency of Farmland in Kansas City, Missouri;
provided, however, that at the option of Farmland payment of interest other than
interest paid at maturity, redemption or repayment may be made by check mailed
to the address of the person entitled thereto as such address shall appear in
the Register or by electronic funds transfer or similar means to an account
maintained by the person entitled thereto as specified in the Register.
If an Event of Default (as defined in the Indenture) with respect to the Demand
Loans shall occur and be continuing, the Trustee or the Holders of not less than
a majority in principal amount of the outstanding Demand Loans may declare the
principal of and accrued interest on all of the Demand Loans due and payable in
the manner and with the effect and subject to the conditions provided in the
Indenture. Upon certain events of bankruptcy, insolvency or reorganization of
Farmland, the principal and accrued interest on all of the Demand Loans shall
become due and payable without any declaration by the Trustee or the Holders.
The Indenture contains provisions permitting Farmland and the Trustee to enter
into one or more supplemental indentures under certain situations without the
consent of the Holders of any of the Demand Loans. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modifications of the rights and obligations of Farmland and the rights of the
Holders of the Securities of each series under the Indenture to be affected at
any time by Farmland and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Outstanding Securities (as defined
in the Indenture) of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Outstanding Securities of each series under the
Indenture, on behalf of the Holders of all Securities of such series, to waive
compliance by Farmland with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of the Demand Loan shall be conclusive and binding upon such
Holder and upon all future Holders of the Demand Loan and of any Demand Loan
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notice is given to future Holders.
No reference herein to the Indenture and no provision of this Demand Loan or of
the Indenture shall alter or impair the obligation of Farmland, which is
absolute and unconditional, to pay the principal of and interest on the Demand
Loan at the times, places, and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture, and subject to certain limitations therein set
forth, the transfer of this Demand Loan may be registered on the Register upon
submission of a written instrument of transfer in form satisfactory to Farmland
duly executed by the Holder or by his attorney duly authorized in writing for
registration of transfer at the office or agency of Farmland, in Kansas City,
Missouri, and thereupon one or more new Demand Loans of this series having the
same terms as this Demand Loan, of authorized denominations, having the same
terms and conditions and for the same aggregate principal amount, will be issued
on the books and records of Farmland to the designated transferee or
transferees.
The Demand Loans are issuable only in uncertificated form, without coupons in
minimum denominations of not less than $1,000.
No service charge will be made for any such registration of transfer or exchange
of the Demand Loan, but Farmland may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.
Farmland, the Trustee and any agent of Farmland or the Trustee may treat the
person in whose name this Demand Loan is registered on its books and records as
the Holder hereof for all purposes, whether or not this Demand Loan is overdue,
and neither Farmland, the Trustee nor any such agent shall be affected by notice
to the contrary.
All terms used in this Demand Loan which are defined in the Indenture shall have
the meanings designated to them in the Indenture and all references in the
Indenture to "Security" or "Securities" shall be deemed to include the Demand
Loans.
