Exhibit 10.12
FEDERAL HOME LOAN BANK OF BOSTON
BOSTON, MASSACHUSETTS
AGREEMENT FOR ADVANCES, COLLATERAL PLEDGE, AND SECURITY AGREEMENT
The undersigned Member (the Member) does, from time to time make applications to
the Federal Home Loan Bank of Boston (the Bank) for advances of funds, Letters
of Credit, Interest Rate Swap Agreements and other extensions of credit and
services (collectively "advances"). The Member agrees, therefore, in
consideration of making of any advance by the Bank, as follows:
1. To repay, according to the terms and conditions as indicated on the
records of the Bank and communicated to the Member in writing, the
principal sum of all advances made by the Bank, to the Bank at its office
in the City of Boston, Massachusetts, or at such other place as the Bank
may from time to time appoint in writing. It is further agreed that the
undersigned Member will abide by all other terms and conditions as set
forth in the Bank's Statement of Credit Policy as amended from time to
time and communicated to the Member in writing.
2. To pay interest on the daily unpaid balances of each advance, and to pay
all fees and charges payable in connection with each advance according to
the terms and conditions as indicated on the records of the Bank and
communicated to the Member in writing. In the event that any payment on or
in connection with an advance is not made by the Member when due, the Bank
may without notice to the Member apply any deposits, credits or monies of
the Member then in the possession of the Bank to such due and payable
amounts. All payments with respect to advances shall be applied first to
any fees of charges applicable thereto, then to interest due thereon and
then to any principal amount hereof that is then due and payable. Past due
principal and interest, shall bear interest at a rate per annum equal to
the higher of one (1) percentage point higher than the highest rate of
interest currently being charged by the Bank on any advance or one (1)
percentage point higher than the contract rate. Any prepayment fees or
charges for which provision is made with respect to any advance that is
now or hereafter outstanding shall be payable at the time of any voluntary
or involuntary payment of the principal of such advance prior to the
originally scheduled maturity thereof, including without limitation
payments that are made as a part of a liquidation of the Member or that
become due as a result of an acceleration pursuant to the terms hereof,
whether such payment is made by the Member, by a conservator, receiver,
liquidator or trustee of or for the Member, or by any successor to or
assignee of the Member.
3. To furnish to the Bank from time to time a certified copy of a resolution
of its Board of Directors or other governing body authorizing one or more
individuals as the Member shall select to apply for advances from the
Bank. Unless the Bank shall be otherwise notified in writing, the Bank may
honor applications made by any one of such individuals other than in
writing, but in any such event, the Member shall confirm such application
for advance in writing on forms furnished by the Bank. The Member shall
forever be estopped to deny its obligation to repay such advance whether
or not an application in writing is ever received by the Bank provided the
advance is made in good faith by the Bank on the request of any one such
individual. Member agrees that the Bank shall have no obligation to make
advances hereunder.
4. As collateral security for any and all advances and other indebtedness now
or hereafter outstanding of the Member to the Bank, including without
limitation, all obligations of the Member hereunder and all other
liabilities of the Member to the Bank, the Member hereby assigns,
transfers and pledges, to the Bank, and grants to the Bank a security
interest in, all of the following property that is now or hereafter owned
by the Member (collectively, the "Collateral"):
(a} all of the Member's capital stock in the Bank and all payments which
have been or hereafter are made on account of subscriptions to and
all unpaid dividends on such capital stock;
F.H.L.B.
MAR 23 2000
Donna Salem
AUDIT DEPT.
12. This Agreement shall apply to existing and future advances and shall
remain in full force and effect until terminated by written notice by the
Member or by the Bank, provided that any such termination shall not
terminate or impair the terms of this Agreement as to all advances and
loans outstanding hereunder at the time of such termination or to help
pledge of Collateral hereunder.
IN WITNESS WHEREOF, the Member, by authority of its Board of Directors or
governing body, has caused this Agreement to be executed by its duly authorized
officers on this 19th day of February, 1998.
Executed as a sealed instrument The First National Bank of Ipswich
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(Member Institution)
(Affix Corporate Seal) Ipswich, Massachusetts
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(Location)
By /s/ Randy Collum Assistant Controller
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(Signature) (Title)
State of Massachusetts
County of Essex February 19 , 1998
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(Date)
Then personally appeared the above named Randy Collum
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(Individual)
and acknowledged the foregoing instrument to be the free act and deed of
The First National Bank of Ipswich, before me,
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(Member Institution)
/s/ Linda K. Beaupareant
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Notary Public
(Affix Notary's Seal) My commission expires Mar. 30, 2001
06-93
F.H.L.B.
MAR 23 2000
AUDIT DEPT.
FHLBBoston FEDERAL HOME LOAN BANK OF BOSTON
DELEGATION OF AUTHORITY
PURSUANT TO THE FEDERAL HOME LOAN BANK OF BOSTON
BLANKET RESOLUTION FOR ADVANCES, LETTERS OF CREDIT AND INTEREST RATE SWAPS
Pursuant to the authority vested in me by a Resolution adopted at a meeting of
the Board of Directors of
First National Bank of Ipswich ("Institution") adopting the Federal Home Loan
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(Institution)
Bank of Boston ("Bank") Blanket Resolution for Advances, Letters of Credit and
Interest Rate Swaps duly held on September 23, 1999 at which a quorum was
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(Date)
present and acting throughout, I hereby designate the individuals listed below,
each of whom holds the position indicated opposite his/her name, to act for and
on behalf of said Institution in any of its business with the Bank, within the
authority prescribed in the Resolution. Further, I hereby certify that the
signatures set forth above each typed name are the true and genuine signatures
of said individuals.
President & C.E.O. /s/ Donald P. Gill
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(Title) (Signature)
Name typed: Donald P. Gill
Vice President, Finance /s/ John Doherty
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(Title) (Signature)
Name typed: John Doherty
Financial Analyst /s/ Deborah Luciano
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(Title) (Signature)
Name typed: Deborah Luciano
Senior Accountant /s/ Sean Regan
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(Title) (Signature)
Name typed: Sean Regan
All previous delegations of authority are hereby rescinded. This authorization
shal1 continue in effect until receipt by the Bank of written notice of its
amendment or revocation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 12th day of June,
2003.
/s/ Michael J. Wolnik
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By: Michael J. Wolnik
Title: Senior Vice President & C.F.O.