EXHIBIT 4.(i)F
FARMLAND INDUSTRIES, INC
12200 NORTH AMBASSADOR DRIVE
KANSAS CITY, MO 641631244
BOND RECEIPT
SUBORDINATED DEBENTURE BOND
- YEAR MONTHLY INCOME, 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 on the principal sum is payable monthly on the first day of each
month following the month in which the Bond is issued to the Holder of record on
the last day of the preceding month. If the Maturity Date (or any 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 exchangethereof 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 cannot be called for redemption by Farmland any time prior to maturity.
Except as hereinafter provided, the Bond cannot be redeemed at the option
of the Holder prior to Maturity. In the case of death of the Holder, Farmland
will redeem the bond upon written request to Farmland and delivery of
satisfactory proof of death and other documentation and in accordance with
applicable law. Redemptions will be made at the unpaid principal amount of the
Bond plus accrued interest to the date of redemption only. Redemption on death
of the Holder is 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.
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.
