EXHIBIT 1
May 30, 1997
PREFERRED SECURITIES PURCHASE AGREEMENT
Iowa Farm Bureau Federation
0000 Xxxxxxxxxx Xxxxxx
Xxxx Xxx Xxxxxx, XX 00000
Ladies and Gentlemen:
FBL Financial Group Capital Trust (the "Trust"), a statutory business
trust organized under the Business Trust Act (the "Delaware Act") of the State
of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. Sections
3801 et seq.) pursuant to the Declaration of Trust dated as of May 30, 1997 (the
"Declaration") among FBL Financial Group, Inc., an Iowa corporation (the
"Company" and, together with the Trust, the "Offerors"), the Trustees as defined
therein and the holders, from time to time, of undivided beneficial interests in
the assets of the Trust, confirm their agreement with Iowa Farm Bureau
Federation (the "Purchaser"), with respect to the issue and sale by the Trust
and the purchase by the Purchaser of $97,000,000 in aggregate liquidation amount
of 5% Preferred Securities (Liquidation Amount $1,000 per Security) representing
undivided beneficial interests in the assets of the Trust (the "Preferred
Securities"). Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned such terms in the Declaration.
The Preferred Securities will be guaranteed by the Company, with
respect to distributions and amounts payable upon liquidation or redemption and
otherwise pursuant to the Preferred Securities Guarantee Agreement dated as of
May 30, 1997 (the "Preferred Securities Guarantee").
The entire proceeds from the sale of the Preferred Securities will be
combined with the entire proceeds from the sale by the Trust to the Company of
its common securities (the "Common Securities") and will be used by the Trust to
purchase $100,000,000 in aggregate principal amount of 5% Subordinated
Deferrable Interest Notes due June 1, 2047 (the "Subordinated Notes") issued by
the Company. The Preferred Securities and the Common Securities will be issued
pursuant to the Declaration. The Subordinated Notes will be issued and dated as
of May 30, 1997.
The Preferred Securities, the Preferred Securities Guarantee and the
Subordinated Notes are collectively referred to herein as the Preferred
Instruments.
The Declaration, Preferred Securities Guarantee and this Agreement are
hereinafter referred to collectively as the "Operative Documents."
The Preferred Securities are offered and sold to the Purchaser without
being registered under the 1933 Act, in reliance upon exemptions therefrom, and
Purchaser may only resell or otherwise transfer such Preferred Securities if
such Preferred Securities are hereafter registered under the 1933 Act or if an
exemption from the registration requirements of the 1933 Act is available.
SECTION 1. Representations and Warranties.
(a) The Offerors jointly and severally represent and warrant to the
Purchaser as of the date hereof and as of the Closing Time referred to in
Section 2(b) hereof, and agree with the Purchaser as follows:
(i) The Offerors have not, directly or indirectly, solicited
any offer to buy or offered to sell, and will not, directly or
indirectly, solicit any offer to buy or offer to sell, in the
United States or to any United States citizen or resident, any
security which is or would be integrated with the sale of the
Preferred Securities in a manner that would require the
Preferred Securities to be registered under the 1933 Act.
(ii) The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's
authorization; and (ii) assets are safeguarded and
transactions are recorded to permit preparation of financial
statements in conformity with generally accepted accounting
principles and, as of the Closing Time, the Company will
continue to maintain such a system.
(iii) The audited consolidated financial statements, together
with the related schedules and notes thereto for the years
ended December 31, 1996 and 1995, together with the unaudited
consolidated financial statements for the quarters ended March
31, 1997 and March 31, 1996, present fairly in all material
respects the financial position of the Company and its
Subsidiaries (as defined below) at the dates indicated and the
consolidated statement of income, stockholders' equity and
cash flows of the Company and its Subsidiaries for the periods
specified; said consolidated financial statements have been
prepared in conformity with generally accepted accounting
principles ("GAAP") applied on a consistent basis throughout
the periods involved except as noted therein.
(iv) Since the date as of the most recent Financial Statement,
and except as otherwise described or stated therein, (A) there
has been no material adverse change and no development which
could reasonably be expected to result in a material adverse
change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Trust
(a "Trust Material Adverse Effect") or the Company and its
Subsidiaries (as defined below) considered as one enterprise
(a "Company Material Adverse Effect," together with a Trust
Material Adverse Effect, a "Material Adverse Effect"), whether
or not arising in the ordinary course of business, (B) there
have been no transactions entered into by the Trust or the
Company or any of its Subsidiaries which are material with
respect to the Trust or the Company and its Subsidiaries
considered as one enterprise, other than those in the ordinary
course of business and (C) there has not been any material
change in the long term debt of the Company.
(v) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
the State of Iowa, with corporate power and authority to own,
lease and operate its properties and to conduct its business
as presently conducted, to enter into and perform its
obligations under each of the Operative Documents, to hold the
Common Securities issued by the Trust, to issue and to deliver
the Preferred Instruments; and the Company is duly qualified
as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure
to so qualify or be in good standing would not have a Company
Material Adverse Effect.
(vi) Each of the corporations of which a majority of the
outstanding voting equity securities are owned, directly or
indirectly, by the Company ("Subsidiaries") has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own,
lease and operate its properties and to conduct its business
as presently conducted, and is duly qualified as a foreign
corporation to transact business and is in good standing in
each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure to so
qualify or be in good standing will not have a Company
Material Adverse Effect.
(vii) The authorized, issued and outstanding capital stock of
the Company is as set forth in the most recent Financial
Statements, since the date of which there has been no change
in the consolidated capitalization of the Company and its
Subsidiaries (other than changes in outstanding Common Stock
resulting from stock option plan transactions and the
purchase by the Company of 965,370 shares of Class A Common
purchased from various stockholders on April 4, 1997); and all
of the issued and outstanding capital stock of the Company has
been duly authorized and validly issued and is fully paid and
non-assessable.
(viii) Each Subsidiary of the Company which is engaged in the
business of insurance or reinsurance (collectively, the
"Insurance Subsidiaries"), holds such insurance licenses,
certificates and permits from governmental authorities
(including, without limitation, from the insurance regulatory
agencies of the various jurisdictions where it conducts
business (the "Insurance Licenses")) as are necessary to the
conduct of its business; each Insurance Subsidiary has
fulfilled and performed all obligations necessary to maintain
the Insurance Licenses; there is no pending or, to the
knowledge of the Company, threatened action, suit, proceeding
or investigation that could reasonably be expected to result
in the revocation, termination or suspension of any Insurance
License; and no insurance regulatory agency or body has
issued, or commenced any proceeding for the issuance of, any
order or decree impairing, restricting or prohibiting the
payment of dividends by any Insurance Subsidiary to its
parent.
(ix) The Insurance Subsidiaries have made no material changes
in their insurance reserving practices since the most recent
audited Financial Statements.
(x) All reinsurance treaties and arrangements to which any
Insurance Subsidiary is a party are in full force and effect
and no Insurance Subsidiary is in violation of or in default
in the performance, observance or fulfillment of, any
obligation, agreement, covenant or condition contained
therein, except to the extent any such violation or default
would not have a material adverse effect on such Insurance
Subsidiary, no Insurance Subsidiary has received any notice
from any of the other parties to such treaties, contracts or
agreements that such other party intends not to perform such
treaty and, to the best knowledge of the Company and the
Insurance Subsidiaries, the Company and the Insurance
Subsidiaries have no reason to believe that any of the other
parties to such treaties or arrangements will be unable to
perform such treaty or arrangement except to the extent
adequately and properly reserved for in the consolidated
financial statements of the Company.
(xi) The statutory financial statements of the Insurance
Subsidiaries from which certain ratios and other statistical
data have been derived, have for each relevant period been
prepared in conformity with statutory accounting principles or
practices required or permitted by the National Association of
Insurance Commissioners and by the appropriate Insurance
Department of the jurisdiction of domicile of each Insurance
Subsidiary, and such statutory accounting practices have been
applied on a consistent basis throughout the periods involved,
except as may otherwise be indicated therein or in the notes
thereto, and present fairly the statutory financial position
of the Insurance Subsidiaries as of the dates thereof, and the
statutory basis results of operations of the Insurance
Subsidiaries for the periods covered thereby.
(xii) The Trust has been duly created and is validly existing
and in good standing as a business trust under the Delaware
Act with the power and authority to own its properties and to
conduct its business and to enter into and perform its
obligations under this Agreement, the Preferred Securities,
the Common Securities, and the Declaration; the Trust is duly
qualified to transact business and is in good standing in each
jurisdiction in which such qualification is necessary, except
to the extent that the failure to so qualify or be in good
standing would not have a material adverse effect; the Trust
is not a party to or otherwise bound by any agreement not
previously disclosed to Purchaser; the Trust is and will under
current law be classified for United States federal income tax
purposes as a grantor trust and not as an association taxable
as a corporation; and as of the Closing Time the Trust is and
will be treated as a subsidiary of the Company pursuant to
generally accepted accounting principles.
(xiii) The Common Securities have been duly authorized by the
Declaration and, when issued and delivered by the Trust to the
Company against payment therefor, will be validly issued and
will represent undivided common beneficial interests in the
assets of the Trust; the issuance of the Common Securities is
not subject to preemptive or other similar rights; and, at the
Closing Time, all of the issued and outstanding Common
Securities of the Trust will be directly or indirectly owned
by the Company, free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equitable right.
(xiv) This Agreement has been duly authorized and at the
Closing Time will have been duly executed and delivered by the
Company and the Trust.
(xv) The Declaration has been duly authorized by the Company
and, at the Closing Time, will have been duly executed and
delivered by the Company and the Administrative Trustees and
assuming the due authorization, execution and delivery of the
Declaration by the Delaware Trustee, the Declaration will, at
the Closing Time, be a valid and binding obligation of the
Company and the Administrative Trustees, enforceable against
the Company and the Administrative Trustees in accordance with
its terms, except to the extent that enforcement thereof may
be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws
affecting creditors' rights generally or by general principles
of equity (regardless of whether enforcement is considered in
a proceeding at law or in equity) (the "Bankruptcy
Exceptions").
(xvi) The Preferred Securities have been duly authorized by
the Declaration and, when issued and delivered by the Trust to
the Purchaser pursuant to this Agreement against payment
therefore as provided herein, will be validly issued and fully
paid and nonassessable undivided beneficial interests in the
assets of the Trust; the issuance of the Preferred Securities
is not subject to preemptive or other similar rights; and
(subject to the terms of the Declaration) holders of Preferred
Securities will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for
profit incorporated under the laws of the State of Delaware.
(xvii) The Preferred Securities Guarantee has been duly
authorized by the Company and, at the Closing Time, the
Preferred Securities Guarantee will have been duly executed
and delivered by the Company and will constitute valid and
biding obligations of the Company, enforceable against the
Company in accordance with its terms, except to the extent
that enforcement thereof may be limited by the Bankruptcy
Exceptions.
(xviii) The issuance and delivery of the Subordinated Notes
have been duly authorized by the Company and, at the Closing
Time, the Subordinated Notes will have been duly executed by
the Company and, when delivered against payment therefor, will
constitute valid and binding obligations of the Company.
(xix) Subordinated Notes are subordinate and junior in right
of payment to all Senior Indebtedness (as defined in the
Subordinated Notes) of the Company.
(xx) Each of the Administrative Trustees of the Trust is an
officer of the Company and has been duly authorized by the
Company to execute and deliver the Declaration.
(xxi) None of the Offerors is an "investment company" or a
"company controlled" by an "investment company" within the
meaning of the Investment Company Act of 1940, as amended (the
"1940 Act").
(xxii) None of the Company, any Subsidiary or the Trust is in
violation of its articles of incorporation, bylaws,
certificate or declaration of trust, as applicable, or in
default in the performance or observance of any obligation,
agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other
agreement or instrument to which it is a party or by which it
may be bound or to which any of its properties or assets may
be subject, except for such violations or defaults that would
not have a Material Adverse Effect. The execution and delivery
of the Operative Documents, the issuance and delivery of the
Preferred Instruments and the consummation of the transactions
contemplated herein and therein have been duly authorized by
all necessary corporate or other action on the part of the
Company and the Trust and do not and will not result in any
violation of the articles of incorporation or by-laws of the
Company or any Subsidiary nor any violation of the
Declaration, and do not and will not conflict with, or result
in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any
property or assets of the Company, the Trust or any Subsidiary
under (A) any contract, indenture, mortgage, loan agreement,
note, lease or other agreement or instrument to which the
Company, the Trust or any Subsidiary is a party or by which it
may be bound or to which any of its properties or assets may
be subject (except that would not have a Material Adverse
Effect) or (B) any existing applicable law, rule, regulation,
judgment, order or decree of any government, governmental
instrumentality or court, domestic or foreign, having
jurisdiction over the Company, the Trust or any Subsidiary or
any of their respective properties or assets.
(xxiii) No order, license, consent, authorization or approval
of, or exemption by, or the giving of notice to, or the
registration with any federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, and no filing, recording, publication or
registration in any public office or any other place, was or
is now required in connection with the issuance and sale of
the Preferred Instruments hereunder, except for (A) such as
may be required under the 1933 Act, the 1934 Act or state
securities or insurance laws and (B) the filing of the
Certificate of Trust with the Secretary of State (which filing
has been duly made).
(xxiv) None of the Company, its affiliates (as such term is
defined in Rule 501(b) under the 1933 Act for any person or
entity, ("Affiliates"), or any person acting on its or any of
their behalf (other than the Purchaser or any person acting on
behalf of the Purchaser, as to whom the Company makes no
representation) has engaged, or will engage, in connection
with the offering of the Preferred Securities, in any
communication or other form of general solicitation or general
advertising within the meaning of Section 502(c) under the
1993 Act.
(xxv) Subject to compliance by the Purchaser with the
representations and warranties set forth in Section 2 and the
procedures set forth in Section 6, it is not necessary in
connection with the offer, sale and delivery of the Preferred
Securities to the Purchaser in the manner contemplated by this
Agreement to register the Preferred Securities under the 0000
Xxx.
(b) Any certificate signed by any trustee of the Trust or any officer
of the Company and delivered to the Purchaser or to counsel for the Purchaser
shall be deemed a representation and warranty by the Trust or the Company as the
case may be, to the Purchaser as to the matters covered thereby.
SECTION 2. Sale and Delivery to Purchaser; Closing.
(a) On the basis of the representations and warranties herein contained
and subject to the terms and conditions herein set forth, the Trust agrees to
sell to the Purchaser and the Purchaser agrees to purchase from the Trust 97,000
of the Preferred Securities at a price of $1,000 per Preferred Security.
(b) Deliveries of the certificates for the account of the Purchaser for
the Preferred Securities shall be made at the office of the Company set forth in
Section 6. Payment for the Preferred Securities shall be made by the Purchaser
to the Trust by transfer of immediately available funds contemporaneous with
closing at such place as shall be agreed upon by the Purchaser and the Offerors,
at 3:00 p.m. (Iowa time) on May 30, 1997 or such other time not later than ten
business days after such date as shall be agreed upon by the Purchaser and the
Offerors (such time and date of payment and delivery being herein called the
"Closing Time").
(c) Subject to the provisions of the Declaration, certificates for the
Preferred Securities shall be in such denominations and registered in such names
as the Purchaser may request in writing at least one Business Day before the
Closing Time.
SECTION 3. Conditions of Purchaser's Obligations.
The obligations of the Purchaser hereunder are subject to the accuracy
of the representations and warranties of the Offerors contained in Section 1
hereof or in certificates of any Trustee of the Trust, officer of the Company or
any of its subsidiaries delivered pursuant to the provisions hereof, to the
performance by the Offerors of their obligations hereunder, and to the following
further conditions:
(a) At the Closing Time the Purchaser shall have received:
(i) One Hundred Million Dollars ($100,000,000) as the proceeds
to it from the sale by it to the Company of 5,000,000 shares
of the Series A Preferred Stock of the Company, and 5,000,000
shares of Series B Preferred Stock of the Company sold to the
Purchaser at a purchase price of $3,000,000.
(ii) The favorable opinion, dated as of the Closing Time, of
Xxxxx, Brown, Koehn, Shors & Xxxxxxx, P.C., counsel for the
Company, in form and substance satisfactory to Purchaser, to
the effect that;
(A) The Company has been duly incorporated and is
validly existing under the laws of the State of Iowa.
(B) All legally required proceedings in connection
with the authorization, issuance and validity of the
Preferred Securities and the sale of the Preferred
Securities in accordance with this Agreement (other
than the filing of post-issuance reports, the
non-filing of which would not render the Preferred
Securities invalid) have been taken and all legally
required orders, consents or other authorizations or
approvals of any other public boards or bodies in
connection with the authorization, issuance and the
sale of the Preferred Securities in accordance with
this Agreement (other than in connection with or in
compliance with the provisions of the securities or
Blue Sky laws of any jurisdictions, as to which no
opinion need be expressed) have been obtained and are
in full force and effect.
(C) The Preferred Securities Guarantee has been duly
authorized by the Company, has been duly executed and
delivered by the Company and, constitutes a valid and
binding obligation of the Company, enforceable
against the Company in accordance with its terms,
except to the extent that enforcement thereof may be
limited by Bankruptcy Exceptions.
(D) The issuance and delivery of the Subordinated
Notes have been duly authorized by the Company and
the Subordinated Notes have been duly executed and
delivered by the Company and, when delivered against
payment therefor, constitutes the valid and binding
obligations of the Company, enforceable against the
Company in accordance with their terms, except to the
extent that enforcement thereof may be limited by the
Bankruptcy exceptions.
(E) The execution, delivery and performance of the
Operative Documents and the issuance and delivery of
the Preferred Securities, the Preferred Instruments
and the consummation of the transactions contemplated
herein and therein; and the compliance by each of the
Offerors with their respective obligations hereunder
and thereunder do not and will not conflict with,
result in a breach of, or constitute a default under
the Articles of Incorporation or by-laws of the
Company or any of its Subsidiaries or the terms of
any indenture or other agreement or instrument known
to such counsel and to which the Company or an of its
Subsidiaries is a party or bound, or result in a
violation of any statute or regulation, or any order
or decree known to such counsel to be applicable to
the Company or any of its Subsidiaries of any court,
regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over the
Company or any of its Subsidiaries.
(F) In rendering such opinion, such counsel may rely
(A) as to matters involving the application of laws
other than the laws of Iowa and the federal law of
the United States, to the extent they deem proper and
specified in such opinion, upon the opinion of other
counsel of good standing whom they believe to be
reliable and who are satisfactory to counsel for the
Purchaser and (B) as to matters of Delaware Law, upon
the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A.,
special Delaware counsel to the Offerors (or other
Delaware counsel acceptable to Purchaser).
(iii) The favorable opinion, dated as of the Closing Time, of
Delaware counsel acceptable to Purchaser in form and substance
satisfactory to Purchaser, to the effect that:
(A) The Trust has been duly created and is validly
existing in good standing as a business trust under
the Delaware Act, and all filings required under the
laws of the State of Delaware with respect to the
creation and valid existence of the Trust as a
business trust have been made.
(B) The Declaration constitutes a valid and binding
obligation of the Company and the Trustees and is
enforceable against the Company and the Trustees in
accordance with its terms, subject, as to
enforcement, to (i) bankruptcy, insolvency,
moratorium, receivership, reorganization,
liquidation, fraudulent conveyance and other similar
laws relating to or affecting the rights and remedies
of creditors generally, (ii) principles of equity,
including applicable law relating to fiduciary duties
(regardless of whether considered and applied in a
proceeding in equity or at law), and (iii) the effect
of applicable public policy on the enforceability of
provisions relating to indemnification and
contribution.
(C) Under the Delaware Act and the Declaration, the
Trust has the power and authority to execute and
deliver, and to perform its obligations as described
in the Declaration.
(D) Delivery by the Trust of this Agreement, and the
performance by the Trust of its obligations
hereunder, have been duly authorized by all necessary
action on the part of the Trust.
(E) The certificates for the Preferred Securities are
in due and proper form, the Preferred Securities have
been duly authorized by the Declaration and, when
delivered to and paid for by the Purchaser in accord
with the terms of the Declaration and this Agreement,
will be duly and validly issued and, subject to
qualifications hereinafter expressed in this
paragraph (vi), fully paid and nonassessable
undivided beneficial interests in the assets of the
Trust, the holders of the Preferred Securities, as
beneficial owners of the Trust, will be entitled to
the same limitation of personal liability extended to
stockholders of private corporations for profit
organized under the General Corporation Law of the
State of Delaware; said counsel may note that the
holders of the Preferred Securities may be obligated
to make payments as set forth in the Declaration.
(F) The Common Securities have been duly authorized
by the Declaration and, when delivered and paid for
by the Company in accordance with the terms of the
Declaration duly and validly issued and represent
undivided beneficial interests in the assets of the
Trust.
(G) Under the Delaware Act and the Declaration, the
issuance of the Preferred Securities is not subject
to preemptive rights.
(H) The issuance and sale by the Trust of the
Preferred Securities and Common Securities, the
purchase by the Trust of the Subordinated Notes, the
execution, delivery and performance by the Trust of
this Agreement, the consummation by the Trust of the
transactions contemplated hereby and compliance by
the Trust with its obligations hereunder will not
violate (i) any of the provisions of the Certificate
of Trust or the Declaration or (ii) any applicable
Delaware law or administrative regulation.
(iv) The opinion of Xxxxx, Brown, Koehn, Shors & Xxxxxxx,
P.C., special tax counsel to the Offerors, based on current
law and the assumptions stated or referred to therein, that
(i) the Notes will be classified for United States federal
income tax purposes as indebtedness of the Company, and (ii)
the Trust will be classified for United States federal income
tax purposes as a grantor trust and not as an association
taxable as a corporation. Such opinion may be conditioned on,
among other things, the initial and continuing accuracy of the
facts, financial and other information, covenants and
representations set forth in certificates of officers of the
Company and the Trust and other documents deemed necessary for
such opinion.
(v) The favorable opinion, dated as of Closing Time, of
Xxxxxx, Xxxxxxxxxx & Xxxx, P.L.C., counsel to the Purchaser,
with respect to such matters as the Purchaser may require. In
giving its opinion, Xxxxxx, Burlingame & Xxxx, P.L.C. may rely
as to certain matters of Iowa and Delaware law upon the
opinions of Xxxxx, Brown, Koehn, Shors & Xxxxxxx, P.C. and
Xxxxxxxx, Xxxxxx & Finger, P.A., counsel for the Offerors,
which shall be delivered in accordance with Section (a)(ii)
and (a)(iii) hereof
(b) At the Closing Time there shall not have been, since the date
hereof, any material adverse change, or any development or event involving a
prospective material adverse change, in the condition, financial or otherwise,
or in the earnings, business affairs or business prospects of the Trust, or the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, and the Purchaser shall have
received a certificate of an executive officer of the Company, and a certificate
of an Administrative Trustee of the Trust, dated as of the closing Time, to the
effect that, (i) there has been no such material adverse change or development
or event, (ii) the representations and warranties in Section 1 hereof are true
and correct with the same force and effect as though expressly made at and as of
the Closing Time, and (iii) the Offerors have complied with all agreements and
satisfied all conditions on their part to be performed or satisfied at or prior
to the Closing Time.
(c) If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Purchaser by notice to the Offerors at any time at or prior to Closing
Time, and such termination shall be without liability of any party to any other
party except as provided in Section 4 and except that Section 6 shall survive
any such termination and remain in full force and effect.
SECTION 6. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company or trustees of the Trust
submitted pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Purchaser or
controlling person, or by or on behalf of the Trust or Company, and shall
survive delivery of the Preferred Securities to the Purchaser.
SECTION 7. Termination of Agreement
(a) Termination; General. The Purchaser may terminate this Agreement by
notice to the Offerors at any time at or prior to the Closing Time (i) if there
has occurred any material adverse change in the financial markets in the United
States or any outbreak of hostilities or escalation thereof or other calamity or
crisis the effect of which is such as to make it, in your judgment,
impracticable to issue or buy the Preferred Securities, or (ii) if trading in
any securities of the Company has been suspended by the Commission or the New
York Stock Exchange, or if trading generally on either the American Stock
Exchange or the New York Stock Exchange or in the over-the-counter market has
been suspended, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices for securities have been required, by any of such
exchange or such system or by order of the Commission or any other governmental
authority or (iii) if a banking moratorium has been declared by either federal,
New York, Delaware or Iowa authorities, (iv) if there has been, since the date
hereof, any material adverse change in the condition, financial or otherwise, or
in the earnings, business affairs or business prospects of the Trust or the
Company and its Subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business. Either party may terminate this
Agreement if there has been or appears that there has been a change in
applicable tax laws materially affecting the anticipated tax consequences of
this Agreement.
(b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 3 hereof, and provided further that Section
1 shall survive such termination and remain in full force and effect.
SECTION 8. Notices
All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Purchaser shall be directed to the
Purchaser at 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxx Xxxxxx, Xxxx 00000, attention of
Xxxxxxx X. Xxxxxx, Secretary-Treasurer; notices to the Offerors shall be
directed to the Company at 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxx Xxxxxx, Xxxx 00000,
attention, Xxxxxx X. Xxxxxx, Chief Executive Officer.
SECTION 9. Parties.
This Agreement shall be binding upon and shall inure to the benefit of
the Purchaser and the Offerors and their respective successors and assigns and
their heirs and legal representatives.
SECTION 10. Governing Law and Time.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Iowa applicable to agreements made and to be performed
in said State. Specified times of day refer to Iowa time unless otherwise
indicated.
SECTION 11. Effect of Headings.
The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding Agreement
between the Purchaser and the Offerors in accordance with its terms.
Very truly yours,
FBL FINANCIAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Title: Chief Operating Officer
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FBL FINANCIAL GROUP CAPITAL TRUST
By /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Initial Administrative Trustee
CONFIRMED AND ACCEPTED as of the date first above written:
IOWA FARM BUREAU FEDERATION
By /s/ Xxxxxx X. Xxxxxxxxxxx, President
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(Title)
