Exhibit 4.2
FORM OF NOTE
FARMLAND INDUSTRIES, INC.
% SENIOR NOTE DUE
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NO. R-
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CUSIP NO. U.S. $
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FARMLAND INDUSTRIES, INC., a Kansas corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of ___________ Dollars (U.S.
$__________) on ____________, ____, and to pay interest (computed on the basis
of a 360-day year of twelve 30-day months) thereon from __________, 19__, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on ____________ and ______________ in each
year, commencing ___________, 19__ (each, an "Interest Payment Date"), at the
rate of ___% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in said Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the _________ or _________ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of and interest on this Security will be made [in
immediately available funds] at the office or agency of the Company maintained
for that purpose in The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that [at the option of the Company]
payment of interest [on an Interest Payment Date] may be made by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Register.
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Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
DATED: , 199
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FARMLAND INDUSTRIES, INC.
By:
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Title:
[Seal]
ATTEST:
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Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of a series issued under the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By:
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Authorized Signatory
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[Reverse of Security]
This Security is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (the "Securities") of the Company, all such
Securities issued and to be issued under an Indenture (herein, together with
all indentures supplemental thereto, called the "Indenture") dated as of
_______________, 199_, between the Company and The Chase Manhattan Bank, as
Trustee, to which Indenture reference is hereby made for a statement of the
respective rights, limitation of rights, obligations, duties and immunities
of the Trustee, the Company and the Holders of the Securities. As provided in
the Indenture, the Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may
be subject to different redemption provisions, if any, may be subject to
different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided or permitted. This Security is one of a series designated
as the "___% Senior Notes due _____", which is limited, subject to the
provisions of the Indenture, in aggregate principal amount to U.S.
$___,000,000 (the "Notes").
The Notes are not redeemable by the Company prior to maturity and do not
provide for any sinking fund.
In case any Interest Payment Date, Stated Maturity or Maturity does not fall
on a Business Day, then (notwithstanding any other provision of the Indenture or
any Note) payment of interest or principal otherwise payable on such day need
not be made on such day, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date or at
Stated Maturity or Maturity, as the case may be; and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date,
Stated Maturity or Maturity, as the case may be, to the next succeeding Business
Day.
If any Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may (and, in certain cases, shall) be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series of Securities to be adversely
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of any
series at the time Outstanding, on behalf of the Holders of all the Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences with respect to such series. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
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No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of any Security of any series is registerable in
the Register, upon surrender of such Security for registration of transfer at
the office or agency of the Company to be maintained for that purpose in The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in the form satisfactory to the Company and the Registrar duly executed
by, the Holder thereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of such series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. As provided in the
Indenture and subject to certain limitations therein and herein set forth, the
Notes are exchangeable for a like aggregate principal amount of Notes of a like
tenor and of a different authorized denomination, as requested by the Holder
surrendering the same.
This Security is a Security in global form registered in the name of the
Depositary or a nominee of such Depositary. Notwithstanding any other provision
of this Security, unless and until this Security in global form is exchanged in
whole or in part for Notes in certificated form in the limited circumstances
described in the Indenture, this Security in global form may not be transferred
except as a whole by the Depositary for the Notes to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for the Notes or a nominee of such successor Depositary.
If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section 3.3 of the Indenture, the
Company shall appoint a successor Depositary with respect to the Securities of
such series. If (i) a successor Depositary for the Securities of such series is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility or (ii) a Default or Event of
Default shall have occurred and be continuing, the Company's election pursuant
to Section 3.1(b)(15) of the Indenture shall no longer be effective with respect
to the Securities of such series and the Company shall execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
certificated Securities of such series of like tenor, shall authenticate and
deliver Securities of such series of like tenor in certificated form, in
authorized denominations and in an aggregate principal amount equal to the
principal amount of the Security or Securities of such series of like tenor in
global form in exchange for such Security or Securities in global form.
The Company may at any time in its sole discretion determine that Securities
of a series issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company shall execute,
and the Trustee, upon receipt of a Company
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Order for the authentication and delivery of certificated Securities of such
series of like tenor, shall authenticate and deliver, Securities of such series
of like tenor in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or
Securities of such series of like tenor in global form in exchange for such
Security or Securities in global form.
The holders of beneficial interests in this Security in global form will not
be entitled to receive physical delivery of Notes in certificated registered
form except as described above and will not be considered the Holders thereof
for any purpose under the Indenture.
No recourse under or upon any obligation, covenant or agreement of or
contained in the Indenture or of or contained in any Security, or for any claim
based thereon or otherwise in respect thereof, or in any Security, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor Person, either directly or through
the Company or any successor Person, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment, penalty or by
any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance hereof and as a condition of and
as part of the consideration for the issue hereof and the execution of the
Indenture.
The Indenture provides that the Company (a) will be discharged from any and
all obligations in respect of the Notes (except for certain obligations
described in the Indenture), or (b) need not comply with certain restrictive
covenants of the Indenture, in each case if the Company deposits, in trust, with
the Trustee money or Government Obligations (or a combination thereof) which
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money, in an amount sufficient to pay all the principal
of and interest on the Notes, but such money need not be segregated from other
funds except to the extent required by law.
All terms used in this Security which are defined in the Indenture shall
have the meanings set forth therein.
THIS SECURITY SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE
AND PERFOMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.
No service charge shall be made for any registration of transfer or for any
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration or transfer or exchange of Notes, other than certain
exchanges described in the Indenture not involving any transfer.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may deem and
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security
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be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
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(Please Print or Typewrite Name and Address of Assignee)
the within instrument of FARMLAND INDUSTRIES, INC. and does hereby irrevocably
constitute and appoint _________________________________________________
Attorney to transfer said instrument on the books of the within-named Company,
with full power of substitution in the premises.
Dated
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Signature
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration by enlargement or any change whatever.
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