Exhibit 10.19(a)
[LOGO OF FEDERAL HOME LOAN BANK]
#1156
Master Transaction Agreement
This Master Transaction Agreement ("Agreement") dated this 9th day of July,
2003, is entered into between Farm Bureau Life Insurance Company ("Customer"),
with principal offices at West Des Moines, Iowa and the Federal Home Loan Bank
of Des Moines ("Bank") with principal offices at ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇.
Article 1
Deposit Accounts
1.1 Deposit Accounts. The Bank may establish one or more deposit accounts with
such maturities and bearing such interest as the Bank and the Customer may agree
from time to time.
1.2 Charges To Customer's Account. The Bank, so long as it acts in good faith
and with ordinary care may charge Customer's deposit account(s) for: (1) any
regulatory assessment if directed to do so by the Customer's primary regulator;
and (2) amounts due the Bank arising in connection with services performed by
the Bank on behalf of the Customer.
1.3 Security Interest. Customer hereby grants to Bank a security interest in all
deposit accounts in order to secure any and all obligations of the Customer now
or hereafter existing. Customer authorizes the Bank to exercise all rights and
remedies available to secured creditors in the event of default on any
obligation including, but not limited to, the right to set off any deposits
against any obligation.
1.4 Overdrafts. If an overdraft occurs in the Customer's account then the Bank
may, at its option:
A. charge a penalty fee to the Customer's deposit account equal to the
greater of (a) $50.00 or (b) the amount of the overdraft rounded upward to
the nearest one thousand dollars ($1,000.00) multiplied by the interest
rate the Bank charges on its overnight advance on each day the overdraft
occurs plus three hundred (300) basis points for the number of days the
overdraft is outstanding.
B. treat the overdraft as an advance by the Bank to the Customer in every
respect as though the Bank had then received and honored a request for
advance under the security agreement existing between the Bank and the
Customer, with the exception, however, that the interest due on such
advance so created shall bear interest at a rate not to exceed three
hundred (300) basis points above the interest rate the Bank charges on its
overnight advance at the time of such advance. Any such advance shall be
subject to all terms and conditions of that security agreement as modified
or amended from time to time. If the
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Customer is not subject to a security agreement, such payment shall be
considered an advance subject to 12 U.S.C. (S) 1430.
Article 2
Payment Orders
2.1 Authority
A. The Customer authorizes the Bank to execute payment orders transferring
funds from or to any deposit account now or hereafter maintained by
Customer with the Bank to or from any account of the Customer or any third
party, whether such account is maintained at the Bank or any other
financial institution upon the Bank's receipt of instructions, from any of
the Customer's authorized officers, employees or agents or any person
purporting to be one of such officers, employees or agents. Whenever the
term instructions is used in this Article it refers to instructions
received by any means, including but not limited to, written, electronic,
oral, telephonic or facsimile. If the Bank assigns a confidential code
word, password, or number to the Customer as part of a security procedure
to verify the authenticity of payment orders, the Bank is hereby authorized
to accept such payment order upon receipt of instructions containing such
confidential code word, password, or number.
B. The Customer further authorizes the Bank to act upon such other
instructions relating to payment orders, including cancellation or
amendment, which the Bank receives from any of the Customer's authorized
officers, employees or agents. If the Bank assigns a confidential code
word, password, or number to the Customer as part of a security procedure
to verify the authenticity of payment orders or other instructions
relating to payment orders, including cancellation or amendment, the Bank
is hereby authorized to accept, cancel, or amend such payment order upon
receipt of instructions containing such confidential code word, password,
or number.
2.2 Security Procedures
A. The Bank may assign to Customer and its authorized officers, employees,
and agents a confidential code word, password, or number as part of a
security procedure to verify the authenticity of payment orders or other
instructions relating to payment orders, including cancellation or
amendment. Any security procedure offered by the Bank shall be offered for
the purpose of verifying the authenticity of a payment order or
instructions canceling, or amending a payment order and shall not be
offered for the purpose of detecting an error in the transmission or the
content of the payment order.
B. IF THE CUSTOMER FAILS OR REFUSES TO USE A SECURITY PROCEDURE OFFERED BY
THE BANK, THE CUSTOMER AGREES THAT THE SECURITY PROCEDURE CHOSEN BY THE
CUSTOMER IS COMMERCIALLY REASONABLE AND FURTHER AGREES TO BE BOUND BY ANY
PAYMENT ORDER, WHETHER OR NOT AUTHORIZED, WHICH IS ISSUED IN ITS NAME AND
ACCEPTED BY THE BANK.
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C. The Customer is responsible for safeguarding any such confidential code
word, password, or number and limiting access to the code word, password,
or number to authorized officers, employees, or agents and shall report any
breach of confidentiality promptly to the Bank.
D. Following the receipt of a payment order, the Bank reserves the right,
in its sole discretion, to verify or authenticate any payment order of
other related instruction by subsequent telephone calls to an authorized
officer, employee, or agent of the Customer or by any other means which the
Bank may deem appropriate, but its failure to verify or authenticate any
such payment order or instruction shall not be evidence of any failure to
exercise reasonable care or good faith. The Bank shall not be liable if it
rejects a payment order or performs any related act if the Bank in good
faith is unable to satisfy itself that the instruction is given by an
authorized officer, employee or agent.
2.3 Other Rules, Policies and Procedures
A. From time to time the Bank may establish fees, rules, policies, and
procedures regarding payment orders, including establishing a part of a
business day during which it is open for the receipt, processing, and
transmittal of payment orders or other instructions relating to payment
orders, including cancellation or amendment. The Bank shall notify the
Customer from time to time of such fees, rules, policies, and procedures
and the Customer shall be bound by such fees, rules, policies, and
procedures.
B. The Bank may reject, or impose conditions that must be satisfied before
it will accept a payment order for any reason. If the Bank, in its capacity
as a receiving or beneficiary's bank, rejects a payment order, the Bank
shall notify the Customer, orally, electronically, or in writing, that the
Bank is rejecting or has rejected, or will not pay or accept, a payment
order. The Bank shall not be liable for any damages due to its rejection of
any payment order.
C. The Bank may rely on the number in a payment order that identifies an
intermediary bank or beneficiary's bank, even if it identifies a bank
different from the bank identified by name in the payment order, if the
Bank does not know of such an inconsistency in identification. The Bank may
rely on the number in a payment order that identifies the beneficiary, even
if it identifies a person or entity different from the person or entity
identified by name in the payment order, if the Bank does not know of such
an inconsistency in identification. The Bank has no duty to detect any such
inconsistency.
D. If the Customer is the sender of a payment order, the Customer
authorizes the Bank to obtain payment for such payment order by debiting
the amount of the payment order from any of the Customer's deposit accounts
with the Bank. The Bank shall be under no obligation to execute any payment
order unless the Customer has on deposit with the Bank collected funds
sufficient to cover such payment order.
E. Upon accepting a payment order in its capacity as a receiving bank, the
Bank shall transmit, mail or deliver to the Customer a confirmation or
periodic statement stating the date and amount of the payment order
accepted and the account to which funds were transferred. Not more than 3
calendar days after the receipt of such confirmation or
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periodic statement, the Customer will cause it to be examined and will
immediately notify the Bank of any unauthorized or erroneously executed
payment order. CUSTOMER'S FAILURE AFTER RECEIPT OF SUCH ADVICE TO PROMPTLY
REPORT ANY UNAUTHORIZED OR ERRONEOUSLY EXECUTED PAYMENT ORDER SHALL RELIEVE
THE BANK OF ITS LIABILITY TO PAY INTEREST ON ANY REFUNDABLE AMOUNTS WITH
RESPECT THERETO.
F. If the Bank, in its capacity as a beneficiary's bank, accepts a payment
order for the Customer, payment occurs at the first to occur of: the Bank
credits the amount of the payment order to the Customer's account, the Bank
notifies the Customer that the Bank has credited the Customer's account, or
the Bank lawfully applies the credit to a debt of the Customer. If the
Bank, in its capacity as a beneficiary's bank, accepts a payment order for
the Customer, regardless of whether the payment order instructs payment to
an account of the Customer, the Bank may, but is not required to, provide
notice of such acceptance to the Customer.
G. If the Bank receives a cancellation or amendment of a payment order
after the Bank has already executed the payment order, the Bank may, but is
not required to, attempt to recover the funds from the beneficiary using
whatever steps it deems reasonable, provided, however, that if the bank
attempts to recover the funds, it need not pursue the claim beyond normal
commercial steps and may require the Customer to pursue its own claim at
any time. The Bank makes no representation or warranty as to its ability to
cancel, or amend a payment order once accepted or executed.
H. The Bank will provide the Customer with such additional information with
respect to payment orders as the Customer, through its authorized officers,
employees, or agents, may reasonably request. However, the Bank and its
agents shall have no obligation to trace any payment order issued by the
Customer or acquire proof that payment orders issued by the Customer to any
account designated by number is, in fact, credited to the name of the
desired beneficiary.
2.4 Limitations of Liability and Indemnification
A. The Bank shall not be liable for any payment order made or for any other
act performed by the Bank relating to such payment order nor any damages or
losses arising therefrom, if such payment order or act is made by an
officer, agent, or employee of the Bank pursuant to instructions, written,
electronic, or oral (including telephonic or facsimile), which such
officer, or employee reasonably and in good faith believes to be that of
Customer's authorized officer, employee or agent. Authority to issue a
payment order and to issue other directions and instructions shall be
conclusively presumed if the person making the request uses the
confidential code word, password, or number assigned to the Customer. The
Bank's own records evidencing that the person making the payment order
utilized the proper confidential code word, password, or number shall be
conclusive proof that the person was authorized and that the payment order
was properly issued in the amounts indicated in such records.
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B. The Bank shall not be liable for any error, discrepancy, or delay on the
part of the intermediary bank, funds transfer system, or agent used by the
Bank in the transmission of any payment order, the cancellation, or
amendment of any payment order, or related act.
C. IN NO EVENT SHALL THE BANK BE LIABLE FOR ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, OR ATTORNEY'S FEES IN CONNECTION WITH THE BANK'S
ACCEPTANCE, REJECTION, OR HANDLING OF PAYMENT ORDERS.
D. Any interest which the Bank is required to pay to the Customer shall be
limited to the interest computed by multiplying the Bank's overnight
deposit rate by the amount on which interest is payable and then
multiplying the product by the actual number of days for which interest is
payable divided by 360.
E. If the Customer amends or cancels any payment order or any instructions
for a payment, the Customer shall indemnify and hold the Bank harmless any
costs, expenses, damages and liabilities, including attorneys' fees, which
the Bank may incur as a result of the cancellation or amendment or in
attempting to affect such recovery of funds.
F. The Customer consents to tape recordings by the Bank of telephone
instructions of payment orders and related acts with respect thereto, but
the Bank's failure to so record shall not be deemed a failure to exercise
reasonable care or good faith. The Customer shall indemnify and hold
harmless the Bank against any costs, expenses, damages and liabilities,
including attorneys' fees that the Bank may incur as a result of such
recording or use thereof.
Article 3
Securities Safekeeping
3.1 Securities Safekeeping Accounts. The Bank may from time to time establish
one or more book-entry accounts on behalf of the Customer to which the Bank may
from time to time credit securities. The Bank shall not itself hold any security
hereunder. The Customer authorizes the Bank to utilize any other securities
intermediary, the Treasury/Reserve Automated Debt Entry System maintained by the
Federal Reserve Banks, or the Depository Trust Company and any other clearing
corporation to the extent possible in connection with its performance hereunder.
The terms "securities," "securities intermediary," and "clearing corporation"
shall have the meaning given to them in Section 8-102 of the Uniform Commercial
Code as adopted in Iowa.
3.2 Responsibilities. With respect to all securities held in the Customer's
account, the Bank shall, unless otherwise instructed to the contrary.
A. Receive all income and other payments and advise the Customer as
promptly as practicable of any such amounts due but not paid;
B. Present for payment and receive the amount paid upon all securities
which may mature and advise the Customer as promptly as practicable of any
such amounts due but not paid;
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C. Forward to the Customer copies of all information or documents that it
may receive from an issuer of securities which, in the opinion of
Custodian, are intended for the beneficial owner of securities; and
D. Execute, as agent, any certificates of ownership, affidavits,
declarations or other certificates under any tax laws now or hereafter in
effect in connection with the collection of bond and note coupons.
3.3 Authorization. The Customer authorizes the Bank to follow entitlement
orders, as such term is defined in Section 8-102 of the Uniform Commercial Code
as adopted in Iowa, transferring securities to or from any securities
safekeeping account(s) now or hereafter maintained by Customer with the Bank
from or to any other account of the Customer or any third party, whether such
account is maintained at the Bank or any other securities intermediary, upon the
Bank's receipt of entitlement orders of any of the Customer's authorized
officers, employees or agents or any person purporting to be one of such
officers, employees or agents.
3.4 Rules, Policies and Procedures
A. From time to time, the Bank may establish fees, rules, policies, and
procedures regarding securities safekeeping, including establishing a part
of a business day during which it is open for the receipt and processing of
entitlement orders. The Bank shall notify the Customer from time to time of
such fees, rules, policies, and procedures and the Customer shall be bound
by such fees, rules, policies, and procedures.
B. If the Bank receives a cancellation or amendment of an entitlement order
after the Bank has already executed the entitlement order, the Bank may,
but is not required to, attempt to recover the securities using whatever
steps it deems reasonable, provided, however, that if the Bank attempts to
recover the securities, it need not pursue the claim beyond normal
commercial steps and may require the Customer to pursue its own claim at
any time. The Bank makes no representation or warranty as to its ability to
cancel, or amend an entitlement order once accepted or executed.
C. The Bank shall credit all cash proceeds received by the Bank arising as
a result of entitlement orders for securities held hereunder or payments on
such securities to the Customer's deposit account(s). The Bank shall charge
the Customer's deposit account(s) for all costs, expenses, and fees arising
as a result of any entitlement orders for securities held hereunder. The
Bank may refuse to honor any entitlement order if the collected balances in
the Customer's deposit account(s) are insufficient to cover such costs,
expenses, and fees.
D. The Bank, from time to time, shall transmit, mail, or deliver to the
Customer a confirmation or periodic statement stating the date of any
entitlement order affected by the Bank or received by the Bank with respect
to securities held and securities transactions taken hereunder. Not more
than three (3) calendar days after the receipt of such confirmation or
periodic statement, the Customer will cause it to be examined and will
immediately notify the Bank of any unauthorized or erroneously executed
entitlement order. CUSTOMER'S FAILURE AFTER RECEIPT OF SUCH CONFIRMATION OR
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STATEMENT TO PROMPTLY REPORT ANY UNAUTHORIZED OR ERRONEOUSLY EXECUTED
ENTITLEMENT ORDER SHALL CONSTITUTE ACCEPTANCE OF AND AGREEMENT WITH SUCH
CONFIRMATION OR STATEMENT BY CUSTOMER.
E. The Bank will provide the Customer with such additional information with
respect to entitlement orders as the Customer, through its authorized
officers, employees, or agents, may reasonably request.
3.5 Limitations of Liability and Indemnification
A. From time to time, the Bank may provide valuation information to the
Customer regarding securities held hereunder. The Bank makes no warranties,
either express or implied, as to the authenticity of the information
provided. The Bank provides this information solely as a service to the
Customer and such information shall not in any manner be construed as
advice concerning any securities transaction. The Customer is responsible
for making all decisions with regard to entitlement orders and
transactions hereunder.
B. The Bank shall have no duty of inquiry or otherwise with respect to the
nature or ownership of any securities held, acquired, or transferred
hereunder or with respect to the authority of Customer under federal or
state law or regulations to undertake any securities transactions, nor
shall the Bank be deemed to have made any determination as to the propriety
of any securities transaction effected pursuant to the instructions of
Customer. The Customer acknowledges and agrees that the Bank does not offer
any investment advice with respect to securities transactions hereunder.
C. The Bank agrees to exercise reasonable care in actions taken by the Bank
with respect to Customer's securities; provided, however, that the Bank
shall not be liable to Customer or to third parties for any loss or damage
suffered by Customer or such third parties arising from causes beyond the
control of the Bank, including without limitation acts or omissions of any
securities intermediary that has physical custody of securities. The Bank
shall be responsible only for those duties expressly set forth in this
Agreement and, without limiting the foregoing, the Bank shall have no duty
or responsibility.
(1) to supervise the investment of, or make recommendations with
respect to, the purchase, retention, or sale of securities or other
property relating to this Agreement;
(2) with respect to any security as to which a default in the payment
of principal or interest has occurred, to give notice of default, make
demand for payment, or take any other action with respect to such
default;
(3) for any act or omission, or for the insolvency or notice to the
Bank of the insolvency, of any broker or agent that is selected by the
Bank (in the absence of gross negligence or willful misconduct by the
Bank in such selection) or by Customer or any other person to effect
any transaction pursuant to this Agreement;
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(4) to evaluate or to report to Customer regarding the financial
condition of any party to which the Bank delivers or makes
arrangements for the delivery of securities or payment pursuant to
this Agreement; or
(5) for any loss occasioned by delay in the actual receipt of notice
by the Bank of any payment, redemption, or other transaction regarding
securities or property held pursuant to this Agreement in respect to
which the Bank is authorized to take some action.
D. If Customer, any broker, dealer, or other third party cancels or fails
to follow instructions or entitlement orders for a trade or other related
act (including the failure to purchase or deliver the security at the
stated price to the Bank), Customer shall indemnify and hold the Bank
harmless for all expenses, costs, fees, including attorney's fees and court
costs, or other liability incurred by the Bank. Customer agrees that if it
fails to deliver securities to the Bank for transfer on behalf of Customer
pursuant to previous entitlement orders, the Bank may charge Customer's
deposit account in the amount reasonably necessary for the Bank to purchase
an equivalent amount of such securities for transfer. The Bank shall not be
liable for any market loss or gain relating to the delay or failure to
purchase or transfer a security.
E. As between Customer and the Bank, Customer shall bear all losses arising
from any actions taken with respect to securities pursuant to this
Agreement where an act or omission, whether or not authorized, of an
officer, employee or agent of Customer contributed to such losses, and
Customer shall bear all losses arising from any action taken with respect
to securities pursuant to this Agreement where the Bank has acted on the
basis of unauthorized instruction, unless the Bank had actual knowledge
that the instructions were unauthorized.
F. The Customer consents to tape recordings by the Bank of telephone
instructions of entitlement orders and related acts with respect thereto,
but the Bank's failure to so record shall not be deemed a failure to
exercise reasonable care or good faith. The Customer agrees to indemnify
and hold harmless the Bank against any costs, expenses, damages and
liabilities, including attorney's fees that the Bank may incur as a result
of such recording or use thereof.
Article 4
Letters of Credit
4.1 Applications. An authorized officer, employee, or agent of the Customer may
apply, in such form as the Bank may specify from time to time, for a letter of
credit. Nothing contained in this Agreement or Bank's Guide to Credit and
Collateral Policies and Procedures, as amended from time to time ("Guide") shall
be construed as an agreement or commitment by the Bank to grant any letter of
credit hereunder. The Bank expressly reserves its right and power, in its sole
discretion, to either issue or refuse to issue any letter of credit in any form
that the Bank determines from time to time.
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4.2 Honoring Draws. The Bank shall honor and pay each and every request for
payment made under and in compliance with any letter of credit, even if
submitted or issued by an administrator, executor, trustee in bankruptcy, debtor
in possession, assignee for benefit of creditors, liquidators, receiver, agent
attorney in fact or other representative of any beneficiary or of any successor
or assign approved in writing by the Bank. The Bank's sole obligation to the
Customer is limited to honoring requests for payment made under and in
compliance with any letter of credit issued hereunder even though: (i) the Bank
may have prepared the letter of credit or any other document required to be
presented thereunder and (ii) the Bank may otherwise be aware of facts
concerning the transaction which gives rise to the letter of credit. The Bank
has no duty to inquire into the existence of any disputes or controversies
between the Customer, any beneficiary, or any person or firm or their respective
rights, duties, or liabilities or whether any fact or event referred to in any
document presented under the letter of credit is true and correct.
The Bank shall not be responsible for and the Bank's obligations under a letter
of credit shall not be affected by:
A. The use which may be made of any letter of credit or any act or omission
of any beneficiary or permitted assignee of any letter of credit;
B. The validity, sufficiency, genuineness or collectability of any drafts,
certificates, instruments, notices of default or other documents including
endorsements or signatures thereon;
C. Any breach of contract between the Customer and any third party;
D. Compliance with or circumstances resulting from the existence or
exercise of applicable laws, regulations or restrictions by any government
or any groups asserting or exercising de facto or de jour governmental
powers; and
E. Any event, fact or condition beyond the control of the Bank.
4.3 Reimbursement. The Customer agrees that any amount paid by the Bank under
and in compliance with any letter of credit shall become immediately due and
payable by the Customer and Customer shall immediately reimburse the Bank for
such amount. The Customer hereby authorizes the Bank to debit the Customer's
deposit account(s) with the Bank for all amounts due and payable to the Bank. If
the amount in the deposit account(s) is, at any time, insufficient to pay such
due and payable amounts, the Bank may, without notice to the Customer, apply any
other funds or assets then in the possession of the Bank to the payment of such
amounts. The Customer may apply to the Bank for an advance under the security
agreement existing between the Bank and the Customer in order to repay all
amounts paid by the Bank under and in compliance with any letter of credit and
that are due and payable to the Bank. Nothing contained in this Agreement, the
security agreement existing between the Bank and the Customer, or the Guide
shall be construed as an agreement or commitment by the Bank to grant any
advance. The Bank expressly reserves its right and power to either grant or deny
in its sole discretion any advance.
4.4 Collateral and Security Interest. The Customer agrees that any and all
letters of credit issued by the Bank on behalf of the Customer shall be secured
in accordance with all the terms and provisions of the security agreement
existing between the Bank and the Customer as if such
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letter of credit were an advance granted under such security agreement. The
Customer further agrees that any and all amounts due and payable to the Bank
under this Agreement shall be secured in accordance with all the terms and
provisions of the security agreement existing between the Bank and the Customer
as if such amounts were advances granted under such security agreement.
4.5 Fees and Other Charges. The Customer agrees to pay the Bank on demand any
and all fees or charges established by the Bank from time to time for the
issuance of a letter of credit or for honoring any draw made by a beneficiary
under a letter of credit and any and all fees, charges, and expenses, including
but not limited to attorneys' fees paid or incurred by the Bank in connection
with the enforcement of this Agreement.
Article 5
General
5.1 Change in Authorization. The Bank shall be promptly notified in writing in
such form or forms as the Bank may specify from time to time by the Secretary or
any officer of the Customer of any change in authorized officers, employees, and
agents. Until the Bank has actually received such notice in writing, it shall be
indemnified and saved harmless from any loss suffered or liability incurred by
it in continuing to act in reliance on the authority of such previously
authorized officer, employee, or agent.
5.2 Termination of Agreement. This Agreement may be terminated by either party
after giving the other party five (5) days written notice; provided, however,
that the terms of this Agreement shall continue to govern any deposit account,
payment order, security safekeeping or letter of credit that remains outstanding
following termination of this Agreement.
5.3 Applicable Law. This Agreement is governed by the Federal Home Loan Bank
Act, Rules and Regulations of the Federal Housing Finance Board (FHFB), and
policies, guidelines and directives of the FHFB, and the Guide, as amended from
time to time, and to the extent applicable and not inconsistent therewith, the
laws of the State of Iowa. If any portion of this Agreement conflicts with
applicable law, such conflict shall not affect any other provision of this
Agreement that can be given effect without the conflicting provision, and to
this end the provisions of this Agreement are severable.
5.4 Indemnification. Customer agrees to defend, indemnify and hold harmless the
Bank and the Bank's correspondents, agents and subagents, assignees, and
participants from and against any and all demand, actions, claims, losses,
perils, liabilities, and expenses including attorneys' fees and expenses, not
involving the Bank's bad faith, resulting from or incurred, suffered, or paid by
any of them in connection with this Agreement.
5.5 Agreement Constitutes Entire Agreement. Except as set forth in this
paragraph, this Agreement, together with any applicable applications, embodies
the entire agreement and understanding between the parties hereto relating to
the subject matter hereof and supersedes all prior agreements between such
parties that relate to that subject matter. Letters of credit issued by the Bank
to the Customer prior to the execution of this Agreement shall continue to be
governed exclusively by the terms of the prior agreements pursuant to which
such letter of credit were issued, except that (i) any default thereunder shall
constitute default hereunder, (ii) collateral
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furnished as security hereunder shall also secure such prior letter of credit
and (iii) the rights and obligations with respect to such collateral shall be
governed by the terms of this Agreement.
5.6 No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise of any right,
power, or privilege or the exercise of any other right, power or privilege. No
waiver by the Bank of any event of default shall be in effect unless in writing,
and signed by an authorized officer of the Bank, and no such waiver shall be
deemed a waiver of a subsequent event of default or be deemed to be a continuing
waiver. No course of dealing between Customer and the Bank or its agents or
employees shall be effective to change, modify or discharge any provision of
this Agreement or to constitute a waiver of any default.
5.7 Severability. If any provision of this Agreement is held invalid or
unenforceable to any extent or in any application, the remainder of this
Agreement or the application of such provision to different persons or
circumstances or in different jurisdictions shall not be affected thereby.
5.8 Successors and Assigns. This Agreement shall be binding upon each of the
parties, successors and permitted assigns. The Customer may not assign any
obligation hereunder without the prior written consent of the Bank. The Bank may
assign any or all of its rights and obligations hereunder or with respect to any
advance or other indebtedness to any other party.
5.9 Events of Default. The following occurrences shall be events of default:
A. Any event of default as defined in the security agreement existing
between the Bank and the Customer;
B. The failure of the Customer to pay any amount due hereunder or to
provide collateral as required hereunder; and
C. The breach by the Customer of any representation, warranty, covenant or
information furnished by the Customer hereunder or the failure of any
representation, warranty, or covenant or information furnished by the
Customer in any context to be and remain true, correct and complete.
5.10 Remedies. Upon the occurrence of an event of default the Bank shall have
all the rights and remedies as provided for in an event of default under the
security agreement existing between the Bank and the Customer and shall have all
other rights and remedies available at law or in equity to secure, collect,
enforce, or satisfy the Customer's obligations to the Bank hereunder. All rights
and remedies of the Bank hereunder are cumulative of each and every other right
or remedy which the Bank may otherwise have at law or in equity or under any
contract or other writing for the enforcement of the security interest granted
to the Bank or the collection of any amount due hereunder.
5.11 Customer's Representations, Warranties and Covenants. Customer represents,
warrants and covenants to the Bank that the following are and shall remain true,
complete and correct at all times until the termination of this Agreement:
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A. This Agreement has been duly any validly executed and delivered by the
Customer and its execution, delivery, and performance have been authorized
by all necessary corporate actions;
B. Neither this Agreement, nor any letter of credit, nor any transaction to
which this Agreement relates violates any law or regulation applicable to
the Customer or any supervisory or consent agreement with any regulatory
body;
C. The Customer has duly entered into a security agreement with the Bank
and the same is currently in full force and effect and the Customer
maintains sufficient qualifying collateral to fully secure any and all
letter of credit issued and outstanding hereunder in accordance with the
terms and conditions of such security agreement; and
D. The Customer agrees to maintain one or more deposit accounts with the
Bank at all times during which a letter of credit issued hereunder remains
outstanding.
E. The person signing this document on behalf of the Customer represents
that its execution was authorized by appropriate action of the Board of
Directors of the Customer and that such action is duly reflected in the
records of the Customer.
FEDERAL HOME LOAN BANK OF DES MOINES
By: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Senior Vice President/Sales and Credit
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#1156: Farm Bureau Life Insurance Company
Customer's Full Corporate Name
By: /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Asst. Treasurer & V.P. Investments
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12
Exhibit 10.19(b)
[LOGO TK]
ADVANCE CONFIRMATION
FARM BUREAU LIFE INSURANCE COMPANY September 17, 2003
ATTN: INVESTMENT ACCOUNTING DEPT.
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Member Number: 1156
Type of Advance: Floating Rate LIBOR Advance
Advance Number: 030917A00003
Advance Amount: 40,000,000.00
Settlement Date: September 17, 2003
Maturity Date: September 12, 2006
Payment Dates: Monthly, on the 12th day up to and including, the
Maturity Date, subject to adjustment in accordance with
the following business day convention and with
adjustment of period end dates.
Floating Rate Index: The rate for a Rate Reset Date will be the rate for
deposits in U.S. Dollars for a period of the designated
maturity which appears on the Telerate Page 3750 as of
11:00 a.m., London time, on the Rate Reset Reference
Date immediately preceding that Rate Reset Date. If such
rate does not appear on the Telerate Page 3750, the rate
for that Rate Reset Date will be determined on the basis
of the rates at which deposits in U.S. Dollars are
offered by four major banks in the London interbank
market (the "Reference Banks") at approximately 11:00
a.m., London time, on such Rate Reset Reference Date to
prime banks in the London interbank market for a period
of the designated maturity and commencing on that Rate
Reset Date. The Member and the Bank will request the
principal London office of each of the Reference Banks
to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that Rate Reset
Date will be the arithmetic mean of the quotations. If
fewer than two quotations are provided as requested, the
rate for that Rate Reset Date will be the arithmetic
mean of the rates quoted by major banks in New York
City, selected
by the Member and the Bank, at approximately 11:00 a.m.,
New York City time, on that Rate Reset Date for loans in
U.S. Dollars to leading European banks for a period of
the designated maturity commencing on that Rate Reset
Date.
Designated Maturity: Monthly Libor
Spread: LIB1M + 0.080
LIBOR Determination: 2 New York and London business days prior to each
payment date.
Rate Reset Dates: Monthly on the 12th with adjustment for period end
dates.
Day Count Fraction: Actual/360
Initial Floating Rate: 1.200%
Calculation Agent: FHLB Des Moines
Documentation: FHLB AAPSA Agreement
Prepayment Option: FARM BUREAU LIFE INSURANCE COMPANY may elect to prepay
this advance in whole by providing oral notice 2
business days prior to requested payment date.
Prepayment Fee: The Bank calculates prepayment fees on floating rate
(LIBOR) advances using the following formula:
Prepayment fee = the greater of (i) zero or (ii) A + B
Where
A = for each future payment over the remaining term of
the advance, the present value of future interest cash
flows lost due to the prepayment, calculated as the sum
of:
(I) the estimated interest rate spread lost, defined as
the LIBOR interest rate margin on the advance being
prepaid minus the Bank's estimated interest rate margin
for its LIBOR cost of funds on the date when the Bank
determines the final prepayment fee ("Pricing Date"),
adjusted for the remaining term, payment frequency, and
day count; multiplied by
(II) the amount being repaid; multiplied by
(III) the discount factor implied by the Bank's
estimated cost of funds on the Pricing Date.
Calculation Notes:
For A(I): The margin for a LIBOR advance that is being
prepaid is the interest rate spread relative to the
appropriate LIBOR index on the day the advance was
originally priced. The margin for the Bank's LIBOR-based
cost of funds on the Pricing Date is the interest rate
spread relative to the appropriate LIBOR index on the
Pricing Date.
For example, if the advance being prepaid had an
interest rate margin of 5 basis points over the LIBOR
index on the day it was originally priced and the Bank's
cost of funds has an interest rate margin of 15 basis
points under the LIBOR index on the Pricing Date, then
the spread lost would be 20 basis points per annum.
For A(III): The Bank determines the present value by
discounting all cash flows using the estimated cost of
Federal Home Loan Bank consolidated obligations on the
Pricing Date.
Please retain this in your files as evidence of disbursement. If you do not
notify the Bank of any inaccuracies in this information within three (3)
business days of its receipt, you are bound by the terms of this
confirmation.
Federal Home Loan Bank of Des Moines FARM BUREAU LIFE INSURANCE COMPANY
Date: Date: September 22, 2003
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By: By: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Title: Vice President--Investments
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Federal Home Loan Bank MoneyDesk
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Please fax signed agreement back to the Credit and Collateral Department at
515.699.1201.