Exhibit 4
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 6,
1999, by and among FARM FAMILY HOLDINGS, INC., a Delaware corporation (the
"Company"), and THE SHAREHOLDERS OF THE COMPANY set forth on the signature pages
hereof (each, a "Shareholder" and collectively, the "Shareholders").
WHEREAS, each of the Shareholders is the owner of the number of shares
of common stock, par value $.01 per share, of the Company (the "Common Stock")
set forth opposite the name of such Shareholder on Exhibit A hereto
(collectively, the "Shares"); and
WHEREAS, pursuant to the Amended and Restated Option Purchase
Agreement, dated as of February 26, 1998, as amended by Amendment No. 1, dated
as of April 28, 1998, and Amendment No. 2, dated as of January 14, 1999 (as so
amended, the "Option Purchase Agreement"), by and among the Company and each of
the Shareholders, the Company agreed to grant to the Shareholders certain
registration rights with respect to the Shares upon the terms and subject to the
conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
Section 1. Demand Registration.
-------------------
1.1 Notice. Upon the terms and subject to the conditions set forth
------
herein, upon written notice by the holders of a majority of the Shares held by
the Shareholders or their Permitted Transferees (as defined in Section 1.3) (the
Shareholders and such Permitted Transferees being collectively referred to
herein as the "Holders") requesting that the Company effect the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of the
Shares held by such Holders, which notice shall specify the intended method or
methods of disposition of such Shares, the Company will promptly give written
notice of the proposed registration to all other Holders and will use its best
efforts to effect (at the earliest possible date) the registration under the
Securities Act of such Shares (and the Shares of any other Holders joining in
such request as are specified in a written notice received by the Company within
20 days after receipt of the Company's written notice of the proposed
registration) for disposition in accordance with the intended method or methods
of disposition stated in such request; provided, however, that:
-------- -------
(a) if the Company shall have previously effected a registration, the
Company shall not be required to effect a registration pursuant to this Section
1 until 180 days shall have elapsed from the effective date of the most recent
such previous registration;
(b) if, upon receipt of a registration request pursuant to this
Section 1, the Company is advised in writing, with a copy to the Holders of
Shares proposed to be included in the offering (the "Selling Holders"), by a
recognized independent investment banking firm selected by the Company that, in
such firm's opinion, a registration at the time and on the terms requested would
adversely affect any public offering of securities by the Company (other than in
connection with employee benefit and similar plans) (a "Company Offering") that
had been contemplated by the Company prior to the notice by the Holders
requesting registration, the Company shall not be required to effect a
registration pursuant to this Section 1 until the earliest of (i) 180 days after
the completion of such Company Offering, (ii) the termination of any "blackout"
period required by the underwriters, if any, to be applicable to the Holders in
connection with such Company Offering, (iii) promptly after abandonment of such
Company Offering or (iv) 180 days after the date of written notice by the
Holders requesting registration;
(c) if, while a registration request is pending pursuant to this
Section 1, the Company determines in the good faith judgment of the general
counsel of the Company that the filing of a registration statement would require
the disclosure of material information that the Company has a bona fide business
purpose for preserving as confidential or the Company is unable to comply with
the requirements of the Securities and Exchange Commission ("SEC"), the Company
shall not be required to effect a registration pursuant to this Section 1 until
the earlier of (i) the date upon which such material information is disclosed to
the public or ceases to be material or (ii) 120 days after the Company makes
such good faith determination;
(d) subject to Section 2.3(b), Holders shall have the right to
exercise registration rights pursuant to this Section 1 only once; and
(e) the number of Shares registered pursuant to a registration
requested pursuant to this Section 1, (i) shall represent more than 35% of the
Shares and (ii) shall have an aggregate expected offering price of at least $10
million.
1.2 Registration Expenses. All Registration Expenses (as defined in
---------------------
Section 6) for any registration requested pursuant to this Section 1 shall be
paid 50% by the Company and 50% by the Selling Holders, on the basis of the
respective amounts of the securities then being registered on behalf of each of
such Selling Holder; provided that if any securities are registered
--------
-2-
for sale for the account of any Person (as such term is defined in Section 2(2)
of the Securities Act) other than the Selling Holders pursuant to Section 1,
each such other Person shall bear its pro rata share of the Registration
--- ----
Expenses.
1.3 Permitted Transferees. As used in this Agreement, "Permitted
---------------------
Transferees" shall mean any transferee, whether direct or indirect, of Shares
designated by any Shareholder in a written notice to the Company as provided for
in Section 7.6. Such written notice shall be signed by such Shareholder and the
Permitted Transferee so designated and shall include an undertaking by the
Permitted Transferees to comply with the terms and conditions of this Agreement
applicable to such Shareholder. Permitted Transferees will be entitled to the
benefits of this Agreement.
1.4 Third Person Shares. The Company shall have the right to cause
-------------------
the registration of securities for sale for its own account or for the account
of any Person in any registration of Shares requested pursuant to this Section
1; provided that the Company shall not have the right to cause the registration
--------
of such securities if the managing underwriter of any underwritten offering
shall advise the Company in writing (with a copy to each Selling Holder) that,
in such firm's opinion, registration of such securities would materially and
adversely affect the offering and sale of Shares then contemplated by the
Selling Holders.
1.5 Selection of Underwriters. If a requested registration pursuant
-------------------------
to this Section 1 involves an underwritten offering, there shall be selected one
or more underwriters for such Shares, such underwriters to be selected by the
holders of a majority of the Shares held by the Selling Holders requesting such
registration.
1.6 Priority in Requested Registrations. If a requested registration
-----------------------------------
pursuant to this Section 1 involves an underwritten offering, and the managing
underwriter shall advise the Selling Holders requesting registration of Shares
in writing (with a copy to the Company) that, in its opinion, the inclusion of
all the securities to be included in such registration would interfere with the
sale of the Shares to be sold in such offering by the Selling Holders within a
price range acceptable to the majority (by number of Shares) of the Selling
Holders requesting such registration, the Company will include in such
registration (i) first, Shares requested to be included in such registration by
such Selling Holders, pro rata among such Selling Holders on the basis of the
--- ----
number of Shares which are requested by them and (ii) second, securities of the
Company proposed by the Company to be sold for its own account or for the
account of any Person.
1.7 Effective Registration. Notwithstanding any provision herein to
----------------------
the contrary, a registration requested
-3-
pursuant to Section 1.1 hereof shall not be deemed to have been effected (and
not requested for purposes of Section 1.1) (i) unless the registration statement
relating thereto has become effective under the Securities Act, (ii) if after it
has become effective such registration is interfered with by any stop order,
injunction or other order or requirement of the SEC or other governmental agency
or court for any reason other than a misrepresentation or omission by a Selling
Holder and, as a result thereof, the Shares requested to be registered cannot be
completely distributed in accordance with the plan of distribution, (iii) if the
conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with such registration are not satisfied or
waived other than by reason of some act or omission by a Selling Holder or (iv)
if, pursuant to Section 1.6, less than all of the Shares requested to be
registered were actually registered.
Section 2. Registration Procedures.
-----------------------
2.1 Registration and Qualification. If and whenever the Company is
------------------------------
required to use its best efforts to effect the registration of any Shares under
the Securities Act as provided in Section 1, the Company will as promptly as is
practicable:
(a) prepare, file and use its best efforts to cause to become
effective a registration statement under the Securities Act regarding such
Shares, which registration statement will be on a form consistent with the
intended method of distribution thereof; provided, however, that before filing
-------- -------
with the SEC a registration statement or prospectus, the Company shall furnish
to counsel for the Selling Holders copies of all such documents proposed to be
filed, which documents shall be subject to the reasonable and timely review of
counsel for the Selling Holders. The Company will also notify counsel for the
Selling Holders of any stop order issued or threatened by the SEC and take all
reasonable actions required to prevent the entry of such stop order or to remove
it if entered;
(b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective and to comply
with the provisions of the Securities Act with respect to the disposition of
such Shares until the earlier of (i) such time as such Shares have been disposed
of in accordance with the intended methods of disposition by the Selling Holders
set forth in such registration statement or (ii) such time as such Shares are no
longer required to be registered for the sale thereof by the Holder thereof by
reason of Rule 144(k) of the SEC under the Securities Act or any other rule of
similar effect;
-4-
(c) furnish to the Selling Holders and to any underwriter of such
Shares such number of conformed copies of such registration statement and of
each such amendment and supplement thereto (in each case including all
exhibits), such number of copies (one of which will be fully executed) of the
prospectus included in such registration statement (including each preliminary
prospectus and any summary prospectus), in conformity with the requirements of
the Securities Act, such documents incorporated by reference in such
registration statement or prospectus, and such other documents as the Selling
Holders or such underwriter may reasonably request;
(d) use its best efforts to register or qualify all Shares covered by
such registration statement under such other securities or blue sky laws of such
United States jurisdictions as the Selling Holders or any underwriter of such
Shares shall reasonably request, and do any and all other acts and things which
may be necessary or advisable to enable the Selling Holders or any underwriter
to consummate the disposition in such jurisdictions of its Shares covered by
such registration statement, except that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign corporation
in any jurisdiction where it is not so qualified, or to subject itself to
taxation in any such jurisdiction, or to consent to general service of process
in any such jurisdiction;
(e) (i) furnish to the Selling Holders, addressed to them, an opinion
of counsel for the Company, dated the date of the closing under the underwriting
agreement, and (ii) use its best efforts to furnish to the Selling Holders,
addressed to them, a "cold comfort" letter signed by the independent public
accountants who have certified the Company's financial statements included in
such registration statement, covering substantially the same matters with
respect to such registration statement (and the prospectus included therein)
and, in the case of such accountants' letter, with respect to events subsequent
to the date of such financial statements, as are customarily covered in opinions
of issuer's counsel and in accountants' letters delivered to underwriters in
underwritten public offerings of securities and such other matters as the
Selling Holders may reasonably request;
(f) immediately notify the Selling Holders at any time when a
prospectus relating to a registration pursuant to Section 1 is required to be
delivered under the Securities Act of the happening of any event as a result of
which the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and at
the request of the Selling Holders prepare and furnish to the Selling Holders a
reasonable number of copies of a supplement to or an amendment of
-5-
such prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Shares, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading;
(g) make available senior management personnel to participate in, and
cause them to cooperate with the underwriters in connection with, the "road
show" and other customary marketing activities, including "one-on-one" meetings
with prospective purchasers of the Shares; and
(h) otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering a
period of at least 12 months, beginning with the first month after the effective
date of the registration statement (as the term "effective date" is defined in
Rule 158(c) under the Securities Act), which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
The Company may require the Selling Holders to furnish the Company
with such information regarding the Selling Holders and the distribution of such
securities as the Company may from time to time reasonably request in writing
and as shall be required by law, the SEC or any securities exchange on which any
shares of Common Stock are then listed for trading in connection with any
registration.
Each Selling Holder agrees that upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 2.1(f),
such Selling Holder will forthwith discontinue its disposition of Shares
pursuant to the registration statement relating to such Shares until such
Selling Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 2.1(f) and, if so directed by the Company, such Selling
Holder will deliver to the Company (at the Company's expense) all copies (other
than permanent file copies then in such Selling Holder's possession) of the
prospectus relating to such Shares current at the time of receipt of such
notice.
2.2 Underwriting. If requested by the underwriters for any
------------
underwritten offering of Shares pursuant to a registration requested hereunder
(including any registration under Section 2 which involves, in whole or in part,
an underwritten offering), the Company will use reasonable efforts to enter into
an underwriting agreement with such underwriters for such offering, such
agreement to be reasonably satisfactory in substance and form to the Company and
to contain such representations and warranties by the Company and such other
-6-
terms and provisions as are customarily contained in underwriting agreements
with respect to secondary distributions, including, without limitation,
indemnities and contribution to the effect and to the extent provided in Section
4 and the provision of opinions of counsel and accountants' letters to the
effect and to the extent provided in Section 2.1(e). The Selling Holders of
Shares to be distributed by such underwriters shall be parties to any such
underwriting agreement, and the representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such Selling Holders.
2.3 Blackout Periods. (a) At any time when a registration statement
----------------
effected pursuant to Section 1 relating to Shares is effective, upon written
notice from the Company to the Selling Holders that the Company determines in
the good faith judgment of the general counsel of the Company that the Selling
Holders sale of Shares pursuant to the registration statement would require
disclosure of material information which the Company has a bona fide business
purpose for preserving as confidential or the Company is unable to comply with
SEC requirements (an "Information Blackout"), the Selling Holders shall suspend
sales of Shares pursuant to such registration statement until the earlier of (i)
the date upon which such material information is disclosed to the public or
ceases to be material, (ii) 120 days after the Company makes such good faith
determination or (iii) such time as the Company notifies the Selling Holders
that sales pursuant to such registration statement may be resumed (the number of
days from such suspension of sales of the Selling Holders until the day when
such sales may be resumed hereunder is hereinafter called a "Sales Blackout
Period").
(b) Any delivery by the Company of notice of an Information Blackout
during the 120 days immediately following effectiveness of any registration
statement effected pursuant to Section 1 shall give the Selling Holders the
right, by notice to the Company within 20 days after the end of such blackout
period, to cancel such registration and obtain for the Holders one additional
registration right (a "Blackout Termination Right") under Section 1.1(d).
(c) If there is an Information Blackout and the Selling Holders do
not exercise the cancellation right, if any, pursuant to clause (b) of this
Section 2.3, or, if such cancellation right is not available, the period set
forth in Section 2.1(b)(ii) shall be extended for a number of days equal to the
number of days in the Sales Blackout Period.
2.4 Listing. In connection with the registration of any offering of
-------
Shares pursuant to this Agreement, the Company agrees to use its best efforts to
effect the listing of such Shares on any securities exchange on which any shares
of the
-7-
Common Stock are then listed or otherwise facilitate the public trading
of such Shares.
2.5 Holdback Agreement. To the extent not inconsistent with
------------------
applicable law, each Shareholder agrees not to effect any public sale or
distribution of any equity securities of the Company, or any securities
convertible into or exchangeable or exercisable for such securities, during the
seven days prior to and the 90 days after any registration pursuant to Section 1
has become effective, except as part of such registration, if and to the extent
requested by the Company in the case of a non-underwritten public offering or if
and to the extent requested by the managing underwriter or underwriters in the
case of an underwritten public offering.
Section 3. Preparation; Reasonable Investigation. In connection with
-------------------------------------
the preparation and filing of each registration statement registering Shares
under the Securities Act pursuant to this Agreement, the Company will give the
Selling Holders and the underwriters, if any, and their respective counsel and
accountants, such reasonable and customary access to its books and records and
such opportunities to discuss the business, financial condition and results of
operations of the Company with its officers and the independent public
accountants who have certified its financial statements as shall be necessary,
in the opinion of the Selling Holders and such underwriters or their respective
counsel, to conduct a reasonable investigation within the meaning of the
Securities Act.
Section 4. Indemnification and Contribution.
--------------------------------
4.1 Indemnification and Contribution. (a) In the event of any
--------------------------------
registration of any Shares hereunder, the Company will enter into customary
indemnification arrangements to indemnify and hold harmless each of the Selling
Holders, each of their respective directors and officers, each Person who
participates as an underwriter in the offering or sale of such securities, each
officer and director of each underwriter, and each Person, if any, who controls
each such Selling Holder or any such underwriter within the meaning of the
Securities Act against any losses, claims, damages, liabilities and expenses,
joint or several, to which such Person may be subject under the Securities Act
or otherwise insofar as such losses, claims, damages, liabilities or expenses
(or actions or proceedings in respect thereof) arise out of are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in any registration statement under which such securities were registered under
the Securities Act, any preliminary prospectus or final prospectus included
therein, or any amendment or supplement thereto, or any document incorporated by
reference therein, or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and the
-8-
Company will reimburse each such Person, as incurred, for any legal or any other
expenses reasonably incurred by such Person in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided,
--------
however, that the Company shall not be liable in any such case to the extent
-------
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus or final prospectus,
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by the Selling Holders or such underwriter
specifically for use in the preparation thereof and provided further that the
-------- -------
Company shall not be liable to any Person who participates as an underwriter in
the offering or sale of Shares or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of such Person's failure to send or give
a copy of the final prospectus, as the same may be then supplemented or amended,
to the Person asserting an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the sale
of Shares to such Person if such statement or omission was corrected in such
final prospectus. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Selling Holders or
any such Person and shall survive the transfer of such securities by the Selling
Holders. The Company also shall agree to provide for contribution as shall
reasonably be requested by the Selling Holders or any underwriters in
circumstances where such indemnity is held unenforceable.
(b) The Selling Holders, by virtue of exercising their respective
registration rights hereunder, agree and undertake, jointly and severally, to
enter into customary indemnification arrangements to indemnify and hold harmless
(in the same manner and to the same extent as set forth in clause (a) of this
Section 4), jointly and severally, the Company, each director of the Company,
each officer of the Company who shall sign such registration statement, each
Person who participates as an underwriter in the offering or sale of such
securities, each officer and director of each underwriter, and each Person, if
any, who controls the Company or any such underwriter within the meaning of the
Securities Act, with respect to any statement in or omission from such
registration statement, any preliminary prospectus or final prospectus included
therein, or any amendment or supplement thereto, if, but only to the extent
that, such statement or omission was made in reliance upon and in conformity
with written information furnished by the Selling Holders to the Company
specifically for inclusion in such registration statement or prospectus. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of
-9-
the Company or any such director, officer or controlling Person and shall
survive the transfer of the registered securities by the Selling Holders. The
Selling Holders also shall agree to provide for contribution as shall reasonably
be requested by the Company for any underwriters in circumstances where such
indemnity is held unenforceable.
(c) Indemnification and contribution similar to that specified in the
preceding subdivisions of this Section 4 (with appropriate modifications) shall
be given by the Company and the Selling Holders with respect to any required
registration or other qualification of such Shares under any federal or state
law or regulation of governmental authority other than the Securities Act.
Section 5. Benefits and Termination of Registration Rights. The
-----------------------------------------------
Shareholders may jointly exercise the registration rights granted hereunder in
such manner and proportions as they shall agree among themselves; provided,
--------
however, any Permitted Transferees of Shares shall be subject to and bound by
-------
all of the terms and conditions hereof applicable to any Shareholder and, to the
extent that a Permitted Transferee requests to be included in an offering, to
those terms and conditions expressly applicable to Selling Holders. The
registration rights hereunder shall cease to apply to Shares: (a) when a
registration statement with respect to the sale of such Shares shall have become
effective under the Securities Act and such Shares shall have been disposed of
in accordance with the intended methods of disposition by the Selling Holders
set forth in such registration statement; (b) such time as such Shares are no
longer required to be registered for the sale thereof by the Holder thereof by
reason of Rule 144(k) of the SEC under the Securities Act or any other rule of
similar effect; (c) when they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration or qualification of them under the Securities Act
or any similar state law then in force; (d) when they shall have ceased to be
outstanding; or (e) in all events, on the second anniversary of the date of this
Agreement.
Section 6. Registration Expenses. As used in this Agreement, the
---------------------
term "Registration Expenses" means all expenses incident to the Company's
performance of or compliance with the registration requirements set forth in
this Agreement including, without limitation, the following: (a) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of Shares to be disposed of under the
Securities Act; (b) all expenses in connection with the preparation, printing
and filing of the registration statement, any preliminary prospectus or final
prospectus, any other offering document and amendments and supplements thereto
and the mailing and delivering of copies thereof to the underwriters and
-10-
dealers; (c) the cost of printing and producing any agreement(s) among
underwriters, underwriting agreement(s), and blue sky or legal investment
memoranda, any selling agreements and any amendments thereto or other documents
in connection with the offering, sale or delivery of Shares to be disposed of;
(d) all expenses in connection with the qualification of Shares to be disposed
of for offering and sale under state securities laws, including the fees and
disbursements of counsel for the underwriters in connection with such
qualification and in connection with any blue sky and legal investment surveys;
(e) the filing fees incident to securing any required review by the securities
exchange on which any shares of the Common Stock are then listed of the terms of
the sale of Shares to be disposed of; (f) the costs of preparing stock
certificates; and (g)the costs and charges of the Company's transfer agent and
registrar. Registration Expenses shall not include underwriting discounts and
underwriters commissions attributable to the Shares being registered for sale on
behalf of the Selling Holders, which shall be paid by the Selling Holders.
Section 7. Miscellaneous.
-------------
7.1 No Inconsistent Agreements. The Company shall not on or after
--------------------------
the date of this Agreement enter into any agreement with respect to its
securities that violates the rights expressly granted to the Shareholders in
this Agreement.
7.2 Assignment. This Agreement shall be binding upon and inure to
----------
the benefit of and be enforceable by the parties hereto and with respect to the
Company, its respective successors and assigns, and with respect to any
Shareholder, any Permitted Transferees of the Shares.
7.3 Governing Law; Jurisdiction. This Agreement shall be construed,
---------------------------
performed and enforced in accordance with, and governed by, the laws of the
State of New York applicable to contracts executed in and to be performed in
that State.
7.4 Severability. In the event that any part of this Agreement is
------------
declared by any court or other judicial or administrative body to be null, void
or unenforceable, said provision shall survive to the extent it is not so
declared, and all of the other provisions of this Agreement shall remain in full
force and effect.
7.5 Rule 144. If and for so long as the Company is subject to the
--------
reporting requirements of the Exchange Act, the Company shall take measures and
file such information, documents, and reports as shall be required by the SEC as
a condition to the availability of Rule 144 (or any successor provision) under
the Securities Act.
-11-
7.6 Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if (i) delivered personally, or (ii) sent
by reputable overnight courier service, or (iii) telecopied (which is
confirmed), or (iv) five days after being mailed by registered or certified mail
return receipt requested) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):
(a) If to the Company, to:
Farm Family Holdings, Inc.
X.X. Xxx 000
Xxxxxx, Xxx Xxxx 00000-0000
Attention: General Counsel
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
(b) If to the Shareholders, to:
The addresses of each Shareholder
listed on Exhibit A hereto.
with a copy to:
Xxxxx Xxxxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
7.7 Amendments; Waivers. This Agreement may be amended or modified,
-------------------
and any of the terms, covenants or conditions hereof may be waived, only by a
written instrument executed by the parties hereto, or in the case of a waiver,
by the party waiving compliance. Any waiver by any party of any condition, or
of the breach of any provision, term or covenant contained in this Agreement, in
any one or more instances, shall not be deemed to be nor construed as furthering
or continuing waiver of any such condition or of the breach of any other
provision, term or covenant of this Agreement.
7.8 Section and Paragraph Headings. The section and paragraph
------------------------------
headings in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
7.9 Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed an original, but all of which shall constitute the
same instrument.
-12-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the
date first above written.
FARM FAMILY HOLDINGS, INC.
By___________________________
Name:
Title:
CONNECTICUT FARM BUREAU
SERVICE COMPANY
By___________________________
Name:
Title:
DELAWARE FARM BUREAU SERVICE
COMPANY, INC.
By___________________________
Name:
Title:
MAINE FARM BUREAU SERVICE
COMPANY
By___________________________
Name:
Title:
MASSACHUSETTS FARM BUREAU
SERVICE COMPANY, INC.
By___________________________
Name:
Title:
-00-
XXX XXXXXXXXX XXXX BUREAU
FEDERATION
By___________________________
Name:
Title:
NEW JERSEY FARM BUREAU SERVICE
COMPANY
By___________________________
Name:
Title:
NEW YORK FARM BUREAU SERVICE
COMPANY, INC.
By___________________________
Name:
Title:
RHODE ISLAND FARM BUREAU
FEDERATION, INC.
By___________________________
Name:
Title:
VERMONT FARM BUREAU, INC.
By___________________________
Name:
Title:
WEST VIRGINIA FARM BUREAU, INC.
By___________________________
Name:
Title:
-14-
EXHIBIT A
FARM FAMILY HOLDINGS, INC.
--------------------------
SHAREHOLDERS
------------
Registered Holder Number of Shares
----------------- ----------------
The Connecticut Farm Bureau Service Company 69,449
000 Xxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Delaware Farm Bureau Service Company 38,585
000 X. Xxxxxx Xxxxxxx
Xxxxxx-Xxxxxxx, Xxxxxxxx 00000
Maine Farm Bureau Service Co. 15,449
XX 0, Xxx 0000
0 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 04330-9322
Massachusetts Farm Bureau Service Company Inc. 100,322
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000-0000
New Hampshire Farm Bureau Federation 26
000 Xxxxx Xxxxx Xxxx
Xxxxxxx, Xxx Xxxxxxxxx 00000
New Jersey Farm Bureau Service Company 231,527
000 X. Xxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
New York Farm Bureau Service Company, Inc. 000,000
Xxxxx 0X, Xxx 000
Xxxxxxxx, Xxx Xxxx 00000-0000
Rhode Island Farm Bureau Federation, Incorporated 30,882
201 Xxxxxxxx Parkway
Cranston, Rhode Island 02921-2007
Vermont Farm Bureau, Inc. 000
XX 0, Xxx 000
Xxxxxxxx, Xxxxxxx 05477-9605
West Virginia Farm Bureau, Inc. 30,882
0 Xxx Xxxx Xxxx -------
Xxxxxxxxxx, Xxxx Xxxxxxxx 00000
Total 856,871
=======
-15-
