Exhibit 99.1
RP FINANCIAL, LC.
-----------------------------------------
Financial Services Industry Consultants
March 4, 2002
Xx. Xxxxxxx X. Xxxxxxx, Xx.
President and Chief Executive Officer
Brookline Bancorp, Inc., subsidiary of
Brookline Bancorp, MHC
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Dear Xx. Xxxxxxx:
This letter sets forth the agreement between Brookline Bancorp, Inc.
("Brookline" or the "Company"), subsidiary of Brookline Bancorp, MHC, Brookline,
Massachusetts (the "MHC"), and RP Financial, LC. ("RP Financial") for
independent conversion appraisal services pertaining to the mutual-to-stock
conversion of the MHC. The specific appraisal services to be rendered by RP
Financial are described below. These appraisal services will be rendered by a
team of two senior consultants on staff and will be directed by the undersigned.
DESCRIPTION OF APPRAISAL SERVICES
In conjunction with preparing the appraisal report, RP Financial will
conduct a financial due diligence, including on-site interviews of senior
management and reviews of financial and other documents and records, to gain
insight into the operations, financial condition, profitability, market area,
risks and various internal and external factors of Brookline, all of which will
be considered in estimating the pro forma market value of the Company. RP
Financial will prepare a detailed written valuation report of the Company that
will be fully consistent with applicable federal regulatory guidelines and
standard pro forma valuation practices. The appraisal report will include an
analysis of the Company's financial condition and operating results, as well as
an assessment of the Company's interest rate risk, credit risk and liquidity
risk. The appraisal report will describe the Company's business strategies,
market area, prospects for the future and the intended use of proceeds. A peer
group analysis relative to comparable publicly-traded savings and banking
institutions will be conducted for the purpose of determining appropriate
valuation adjustments for the Company relative to the peer group.
We will review pertinent sections of the Company's prospectus and hold
discussions with the Company to obtain necessary data and information for the
appraisal report, including the impact of key deal elements on the pro forma
market value, such as dividend policy, use of proceeds and reinvestment rate,
tax rate, offering expenses, and the characteristics of stock plans.
-------------------------------------------------------------------------------
WASHINGTON HEADQUARTERS
Rosslyn Center Telephone (000) 000-0000
0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xx.: (000) 000-0000
Arlington, VA 22209 Toll-Free No.: (000) 000-0000
xxx.xxxxxxxxxxx.xxx E-Mail: xxxxxxxxxxxx@xxxxxxxxxxx.xxx
XX. XXXXXXX X. XXXXXXX, XX.
MARCH 4, 2002
PAGE 2
The appraisal report will establish a midpoint pro forma market value. The
appraisal report may be periodically updated throughout the conversion process
as appropriate. There will be at least one updated valuation that would be
prepared at the time of the closing of the stock offering. RP Financial agrees
to deliver the original appraisal report and subsequent updates, in writing, to
the Company at the above address in conjunction with the filing of the
regulatory applications. Subsequent updates will be filed promptly as certain
events occur which would warrant the preparation and filing of such valuation
updates. Further, RP Financial agrees to perform such other services as are
necessary or required in connection with the regulatory review of the appraisal
and respond to the regulatory comments, if any, regarding the valuation
appraisal and subsequent updates. RP Financial expects to formally present the
appraisal report, including the appraisal methodology, peer group selection and
assumptions, to the Board of Trustees for review and acceptance.
FEE STRUCTURE AND PAYMENT SCHEDULE
The Company agrees to pay RP Financial a fixed fee of $70,000 for
preparation of the original appraisal and $5,000 per updated appraisal, plus
reimbursable expenses. Payment of these fees shall be made according to the
following schedule:
o $10,000 upon execution of the letter of agreement engaging RP
Financial's appraisal services; o $60,000 upon delivery of the
original appraisal report concurrent with filing the regulatory
applications; and
o $5,000 upon delivery of each updated appraisal (there will be at
least one updated appraisal prepared concurrent with the end of the
offering).
The Company will reimburse RP Financial for reasonable out-of-pocket
expenses incurred in preparation of the valuation. Such out-of-pocket expenses
will likely include travel, printing, telephone, facsimile, shipping, computer
and data services. RP Financial will agree to limit reimbursable expenses in
conjunction with the appraisal and business planning engagements to $7,500,
subject to written authorization from the Company to exceed such level.
In the event the Company shall, for any reason, discontinue the proposed
transaction prior to delivery of the completed documents set forth above and
payment of the respective progress payment fees, the Company agrees to
compensate RP Financial according to RP Financial's standard billing rates for
consulting services based on accumulated and verifiable time expenses, not to
exceed the respective fee caps noted above, after applying full credit to the
initial $10,000 retainer fee towards such payment. RP Financial's standard
billing rates range from $75 per hour for research associates to $250 per hour
for managing directors.
XX. XXXXXXX X. XXXXXXX, XX.
MARCH 4, 2002
PAGE 3
If during the course of the proposed transaction, unforeseen events occur
so as to materially change the nature or the work content of the services
described in this contract, the terms of said contract shall be subject to
renegotiation by the Company and RP Financial. Such unforeseen events shall
include, but not be limited to, major changes in the conversion regulations,
appraisal guidelines or processing procedures as they relate to conversion
appraisals, major changes in management or procedures, operating policies or
philosophies, and excessive delays or suspension of processing of conversion
applications by the regulators such that completion of the conversion
transaction requires the preparation by RP Financial of a new appraisal.
REPRESENTATIONS AND WARRANTIES
The Company and RP Financial agree to the following:
1. The Company agrees to make available or to supply to RP Financial such
information with respect to its business and financial condition as RP Financial
may reasonably request in order to provide the aforesaid valuation. Such
information heretofore or hereafter supplied or made available to RP Financial
shall include: annual financial statements, periodic regulatory filings and
material agreements, debt instruments, off balance sheet assets or liabilities,
commitments and contingencies, unrealized gains or losses and corporate books
and records. All information provided by the Company to RP Financial shall
remain strictly confidential (unless such information is otherwise made
available to the public), and if the conversion is not consummated or the
services of RP Financial are terminated hereunder, RP Financial shall upon
request promptly return to the Company the original and any copies of such
information.
2. The Company hereby represents and warrants to RP Financial that any
information provided to RP Financial does not and will not, to the best of the
Company's knowledge, at the times it is provided to RP Financial, contain any
untrue statement of a material fact or in response to informational requests by
RP Financial fail to state a material fact necessary to make the statements
therein not false or misleading in light of the circumstances under which they
were made.
3. (a) The Company agrees that it will indemnify and hold harmless RP
Financial, any affiliates of RP Financial, the respective directors, officers,
agents and employees of RP Financial or their successors and assigns who act for
or on behalf of RP Financial in connection with the services called for under
this agreement (hereinafter referred to as "RP Financial"), from and against any
and all losses, claims, damages and liabilities (including, but not limited to,
reasonable attorneys fees, all losses and expenses in connection with claims
under the federal securities laws) attributable to (i) any untrue statement or
alleged untrue statement of a material fact contained in the financial
statements or other information furnished or otherwise provided by the Company
to RP Financial, either orally or in writing; (ii) the omission or alleged
omission of a material fact from the financial statements or other information
furnished or otherwise made available by the Company to RP Financial; or (iii)
any action or omission to act by the Company, or the Company's respective
officers, directors, employees or agents, which action or omission is
XX. XXXXXXX X. XXXXXXX, XX.
MARCH 4, 2002
PAGE 4
undertaken in bad faith or is negligent. The Company will be under no obligation
to indemnify RP Financial hereunder if a court determines that RP Financial was
negligent or acted in bad faith with respect to any actions or omissions of RP
Financial related to a matter for which indemnification is sought hereunder.
Reasonable time devoted by RP Financial to situations for which indemnification
is provided hereunder, shall be an indemnifiable cost payable by the Company at
the normal hourly professional rate chargeable by such employee.
(b) RP Financial shall give written notice to the Company of such claim or
facts within thirty days of the assertion of any claim or discovery of material
facts upon which the RP Financial intends to base a claim for indemnification
hereunder, including the name of counsel that RP Financial intends to engage in
connection with any indemnification related matter. In the event the Company
elects, within seven days of the receipt of the original notice thereof, to
contest such claim by written notice to RP Financial, the Company shall not be
obligated to make payments under Section 3(c), but RP Financial will be entitled
to be paid any amounts payable by the Company hereunder, together with interest
on such costs from the date incurred at the annual rate of prime plus two
percent within five days after the final determination of such contest either by
written acknowledgement of the Company or a final judgment of a court of
competent jurisdiction, unless it is determined in accordance with Section 3(c)
hereof that RP Financial is not entitled to indemnity hereunder. If the Company
does not so elect to contest a claim for indemnification by RP Financial
hereunder, RP Financial shall (subject to the Company's receipt of the written
statement and undertaking under Section 3(c) hereof) be paid promptly and in any
event within thirty days after receipt by the Company of billing statements or
invoices for which RP Financial is entitled to reimbursement under Section 3(c)
hereof.
(c) Subject to the Company's right to contest under Section 3(b) hereof,
the Company shall pay for or reimburse the reasonable expenses, including
attorneys' fees, incurred by RP Financial in advance of the final disposition of
any proceeding within thirty days of the receipt of such request if RP Financial
furnishes the Company: (1) a written statement of RP Financial's good faith
belief that it is entitled to indemnification hereunder; and (2) a written
undertaking to repay the advance if it ultimately is determined in a final
adjudication of such proceeding that it or he is not entitled to such
indemnification.
(d) In the event the Company does not pay any indemnified loss or make
advance reimbursements of expenses in accordance with the terms of this
agreement, RP Financial shall have all remedies available at law or in equity to
enforce such obligation.
This agreement constitutes the entire understanding of the Company and RP
Financial concerning the subject matter addressed herein, and such contract
shall be governed and construed in accordance with the laws of the Commonwealth
of Virginia. This agreement may not be modified, supplemented or amended except
by written agreement executed by both parties.
Brookline and RP Financial are not affiliated, and neither Brookline nor RP
Financial has an economic interest in, or is held in common with, the other and
has not derived a significant
XX. XXXXXXX X. XXXXXXX, XX.
MARCH 4, 2002
PAGE 5
portion of its gross revenues, receipts or net income for any period from
transactions with the other.
* * * * * * * * * * *
Please acknowledge your agreement to the foregoing by signing as indicated
below and returning to RP Financial a signed copy of this letter, together with
the initial retainer fee of $10,000.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxxxxxx
Chief Executive Officer and
Managing Director
Agreed To and Accepted By: Xxxxxxx X. Xxxxxxx, Xx. /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
President and Chief Executive Officer
Upon Authorization by the Board of Directors For: Brookline Bancorp, Inc.,
subsidiary of Brookline
Bancorp, MHC Brookline,
Massachusetts
Date Executed: March 29, 2002
--------------
