EXHIBIT 4.(i)E
FARMLAND INDUSTRIES, INC
12200 NORTH AMBASSADOR DRIVE
KANSAS CITY, MO 641631244
BOND RECEIPT
SUBORDINATED DEBENTURE BOND
FIVE-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 two (2) 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 two (2) 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.
