EXHITIB 4.(I)D
FARMLAND INDUSTRIES, INC
12200 NORTH AMBASSADOR DRIVE
KANSAS CITY, MO 641631244
BOND RECEIPT SUBORDINATED DEBENTURE BOND TEN-YEAR ,
SERIES
Description of Bond
ACCOUNT NUMBER:
NAME OF OWNER:
PRINCIPAL AMOUNT: ISSUE DATE:
BOND TYPE: BOND NUMBER:
INTEREST RATE: MATURITY DATE:
TOD/POD:
Preface
This Bond Receipt sets forth certain terms and conditions of the Bond
as might be contained in a certificate for the Bond. For the convenience
and protection of both the Holder and Farmland Industries, Inc.
("Farmland"), the Bond is being issued only in book entry form on the books
and records of Farmland. The Bond 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 Bond 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 Bond referenced above. This Receipt is not a
negotiable instrument, and the Bond 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 on the Maturity Date specified above (except to the
extent redeemed or repaid prior to the Maturity Date), and to pay interest
thereon from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance of this Bond
(the "Date of Original Issuance") at the interest rate per annum specified
above (the "Interest Rate"), computed on the basis of a 365-day year, until
the principal hereof is paid or duly made available for payment, and to pay
interest on overdue principal and, to the extent permitted by law, overdue
interest at the Interest Rate. Payment of principal and interest shall be
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts.
Interest is payable at the option of the purchaser, made at the time
of original issuance in one of the following ways: (i) semiannually on
January 1 and July 1, to the Holders of record on the last preceding
December 15 and June 15, respectively (or, in the case of the first
interest payment date, if originally issued between the record date and the
payment date, to the Holder on the Date of Original Issuance); or (ii) at
maturity or at the date of redemption if redeemed prior to maturity,
compounded semiannually, on December 31 and June 30 at the Interest Rate.
Any election to receive payment of interest semiannually is irrevocable.
The election to receive payment of interest at maturity, or at the date of
redemption if redeemed prior to maturity, will be terminated upon written
request of the Holder, such termination to be effective as of the last
previous interest compounding date. Such termination is irrevocable and, at
the same time, is an election to receive payment of interest semiannually
thereafter. Any interest attributable to periods starting with the Date of
Original Issuance and ending with the effective date of the written request
of the Holder to terminate the election to receive payment of interest at
maturity or at the date of redemption if redeemed prior to maturity will be
paid upon receipt of the written request to terminate the election.
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.
Such 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 interest then accrued
and unpaid to the Holder on the effective date. If the Maturity Date (or
date of redemption or repayment) or an interest payment date falls on a day
which is not a business day, principal or interest payable with respect to
such Maturity Date (or date of redemption or repayment) or interest payment
date will be paid on the next succeeding business day with the same force
and effect as if made on such Maturity Date (or date of redemption or
repayment) or interest payment date, as the case may be, and no interest
shall accrue on the amount so payable for the period from and after such
Maturity Date (or any date of redemption or repayment) or interest payment
date.
The Bond 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 Commerce 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 Bonds are, and are to
be, issued. The Bonds of this series may bear different dates, mature at
different times, bear interest at different rates, be subject to different
redemption or repayment provisions and may otherwise vary and are entitled
to the benefits of the Indenture.
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 Interest Rate (such
defaulted interest and interest thereon herein collectively called
"Defaulted Interest") will not be payable to the Holder on the applicable
record 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 the Bond
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 Bonds shall occur and be continuing, the Trustee or the Holders of not
less than a majority in principal amount of the outstanding Bonds may
declare the principal of and accrued interest on all of the Bonds 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 of and accrued interest on all of
the Bonds 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 Bonds. The Indenture
permits, with certain exceptions as therein provided, the amendment thereof
and the modification 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 Bond shall be
conclusive and binding upon such Holder and upon all future Holders of the
Bond and of any Bond issued upon the registration of transfer hereof or in
exchange thereof or in lieu thereof, whether or not notice is given to
future Holders.
No reference herein to the Indenture and no provision of the Bond 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
Bond at the times, places, and rate, and in the coin or currency, herein
prescribed.
The Bond may be redeemed, after two (2) years from Date of Original
Issuance, at the option of Farmland at any time prior to maturity, on at
least fifteen (15) days written notice, at face value plus accrued interest
to the date of redemption only. The Indenture permits Farmland to select in
any manner at its discretion the Bonds to be redeemed.
Subject to the conditions hereinafter set forth, the Bond may be
redeemed at the option of the Holder. (1) At any time three (3) years after
the Date of Original Issuance, the Holder may request redemption of the
Bond from Farmland. Farmland will redeem prior to maturity each month, on a
first come, first serve basis (as evidenced by the time stamped or
otherwise recorded as the time of receipt by Farmland) a limited amount of
Redemption Eligible Bonds. Subject to the carryover discussed below, the
aggregate maximum amount of Redemption Eligible Bonds, as a group, that
Farmland will redeem each month will be the greater of: (a) $1,500,000 or
b) 1/2 of 1% of the combined total principal balance outstanding of all
Redemption Eligible Bonds outstanding at the end of the prior month. For
purposes of the foregoing, "Redemption Eligible Bonds" mean Ten-Year,
Series A Bonds, Ten-Year, Series B Bonds, Five-Year, Series C Bonds, and
Five-Year, Series D Bonds issued under the Indenture and any other
subordinated debt that Farmland elects to designate as a "Redemption
Eligible Bond". If the amount determined pursuant to the foregoing formula
in any month (including any carryover from the prior month) exceeds the
total amount requested for redemption prior to maturity in that month, such
excess is carried over to the next month and added to the amount available
for redemption prior to maturity in that month; provided, however, that any
excess will not be carried beyond the end of Farmland's fiscal year.If the
total balance of outstanding Bonds of this series is less than $5,000,000
at the end of any month, then in the following month any Bonds of this
series which have been held at least three (3) years from the Date or
Original Issuance will be redeemed at the request of the Holder without
regard to the above dollar limitation.
(2) In addition to the amounts made available for redemption prior to
maturity at the option of the Holder as described in (1) above, redemption
will be made in the case of death of Holder upon written request and
delivery of satisfactory proof of death and other documentation and in
accordance with applicable laws.
(3) In addition to the amounts made available for redemption prior to
maturity at the option of the Holder as described in (1) and (2) above, if
the Bond is held in an Individual Retirement Account (an "IRA") established
under Section 408 of the Internal Revenue Code of 1986, as amended (the
"IRC"), Farmland will redeem the Bond, upon written request, to the extent
necessary to satisfy mandatory withdrawals from the IRA which are required
by the IRC. Such redemption will be made only upon sufficient proof to
Farmland that a mandatory withdrawal from the IRA is required.
(4) The foregoing redemption privileges described in (1), (2) and (3)
above are subject to the condition as provided under the subordination
provisions applicable to the Subordinated Debenture Bonds, that Farmland
cannot redeem any of the Subordinated Debenture Bonds if, at the time of or
immediately after giving effect to such redemption, there shall exist under
any Senior Indebtedness or any indenture or agreement pursuant to which any
Senior Indebtedness is issued any default or any condition, event or act,
which, with notice or lapse of time, or both, would constitute a default.
Redemption prior to maturity will be made, subject to the
aforementioned conditions, upon submission to Farmland of a written
instrument of transfer in form satisfactory to Farmland and duly executed
by the Holder or by his attorney duly authorized in writing, accompanied by
written requests for early redemption to Farmland. Redemption prior to
maturity will be made at the unpaid principal amount of the Bond plus
accrued interest to the date of redemption. Amounts available for
redemption prior to maturity are not set aside in a separate fund.
The Bond shall be subordinate, to the extent and in the manner
provided in the Indenture, in right of payment to the prior payment in full
of all Senior Indebtedness (as defined in the Indenture) and the Bond is
issued subject to the provisions of the Indenture with respect thereto.
Each Holder of the Bond, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on his or
her or its behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c) appoints
the Trustee his or her or its attorney-in-fact for any and all such
purposes.
As provided in the Indenture, and subject to certain limitations
therein set forth, the transfer of the Bond 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 the bond will
be transferred on the books and records of Farmland to the designated
transferee or transferees.
The Bonds are issuable only in uncertificated form, without coupons.
No service charge will be made for any such registration of transfer
or exchange of the Bond, 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 the Bond is registered on its books and
records as the Holder hereof for all purposes, whether or not the Bond is
overdue, and neither Farmland, the Trustee nor any such agent shall be
affected by notice to the contrary.
All terms used in the Bond 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
Bonds.
