EXHIBIT 10.2
UNITED STATES OF AMERICA
BEFORE THE
OFFICE OF THRIFT SUPERVISION
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In the Matter of ) Order No.: SE-08-05
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GREATER ATLANTIC BANK ) Effective Date: April 25, 2008
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Reston, Virginia )
OTS Docket No. 08491 )
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ORDER TO CEASE AND DESIST
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WHEREAS, Greater Atlantic Bank, Reston, Virginia, OTS Docket No. 08491
(Savings Association), by and through its Board of Directors (Board) has
executed a Stipulation and Consent to Issuance of an Order to Cease and Desist
(Stipulation); and
WHEREAS, the Savings Association, by executing the Stipulation, has
consented and agreed to the issuance of this Order to Cease and Desist (Order)
by the Office of Thrift Supervision (OTS) pursuant to 12 U.S.C. ss. 1818(b); and
WHEREAS, pursuant to delegated authority, the OTS Regional Director for
the Southeast Region (Regional Director), is authorized to issue consent Orders
to Cease and Desist where a savings association has consented to the issuance of
an order.
NOW, THEREFORE, IT IS ORDERED THAT:
STATUS REPORT.
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1. Within fourteen (14) days after the Effective Date of this Order, the
Board shall submit to the Regional Director the first of its bi-weekly reports
updating the status of the anticipated merger of its holding company, Greater
Atlantic Financial Corporation (GAFC) with Summit Financial Group, Inc. (Summit)
(Merger Status Report). The Merger Status Report shall provide the Regional
Director a detailed account of the progression of and/or timing of the
consummation of the anticipated merger between GAFC and Summit. Thereafter, the
Savings Association Board shall provide the Regional Director with an updated
Merger Status Report no less often than every fourteen (14) calendar days.
CAPITAL.
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2. At June 30, 2008, and at all times thereafter, the Savings Association
shall have and maintain: (i) a Tier 1 (Core) Capital Ratio of at least six (6)
percent, and (ii) a total risk-based capital ratio of at least twelve (12)
percent.
ALTERNATIVE STRATEGIC PLAN.
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3. Within thirty (30) days after the Effective Date of this Order, the
Board shall develop a comprehensive long term operating strategy to be
implemented in the event the GAFC merger with Summit is not consummated within
twenty-five (25) days after the Effective Date of this Order.
4. Within sixty (60) days after the Effective Date of this Order, the long
term operating strategy mandated in Paragraph 3 above shall be incorporated by
the Board into a comprehensive three-year written business plan covering the
second half of calendar year 2008, calendar years 2009 and 2010, as well as the
first half of calendar year 2011 (Business Plan). The Business Plan must
contain, at a minimum, the following:
(a) a thorough discussion of the Savings Association's current
business operations and available resources;
(b) a commitment to maintain the Savings Association's capital at the
levels specified in Paragraph 2 above; and
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(c) detail the Board's strategies for strengthening and enhancing the
Savings Association's long term viability, including but not limited to,
strategies to: (i) improve the Savings Association's retail banking operations;
(ii) improve core earnings and profitability; (iii) adequately support the risk
profile of the Savings Association; and (iv) maintain compliance with the
capital requirements specified in Paragraph 2 above.
5. Within sixty-five (65) days after the Effective Date of this Order, the
Business Plan shall be delivered to the Regional Director for review and
approval. The Board shall revise the Business Plan as required by the Regional
Director within fifteen (15) days of receipt of written direction from the
Regional Director.
6. The Business Plan, as modified consistent with the written direction of
the Regional Director, shall be immediately adopted by the Board and shall be
complied with by Management and the Board and shall not be further revised or
changed in any way without the prior written approval of the Regional Director.
The Board shall direct Management to implement and follow the revised Business
Plan, as approved by the Board and OTS. Beginning with the calendar quarter
ending September 30, 2008, the Board shall require Management to provide the
Board with written quarterly reports discussing the Savings Association's
compliance with the revised Business Plan (Quarterly Business Plan Report)
within thirty (30) days following the end of each calendar quarter. The Board's
review of the Quarterly Business Plan Reports shall be fully documented in the
appropriate Board meeting minutes.
LENDING.
7. Effective immediately, the Board shall not make any new commercial real
estate, commercial, and/or raw land loans without the prior written approval of
the Regional Director. Such restriction includes any new loans made to current
or future borrowers and modifications of existing loans that would result in an
extension of additional funds. Such restriction shall not apply to new loans and
modifications of existing loans for which the Savings Association has a legally
binding commitment in writing as of the Effective Date of this Order.
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8. Within sixty (60) days after the Effective Date of this Order, the
Board shall develop and adopt a written plan to reduce the Savings Association's
exposure to concentrations in commercial real estate, commercial, and raw land
loans (Commercial Loan Reduction Plan). Beginning with the calendar quarter
ending September 30, 2008, the Board shall require Management to provide the
Board with written quarterly reports discussing the Savings Association's
compliance with the Commercial Loan Reduction Plan (Quarterly Commercial Loan
Reduction Plan Report) within thirty (30) days following the end of each
calendar quarter. The Board's review of the Quarterly Commercial Loan Reduction
Plan Reports shall be fully documented in the appropriate Board meeting minutes.
The Board shall submit the Quarterly Commercial Loan Reduction Plan Reports to
the Regional Director within ten (10) days of the Board's review of each such
report.
CREDIT ADMINISTRATION.
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9. Effective immediately, the Board must ensure that Management enhances
credit administration practices, including but not limited to, establishing a
system to track maturing loans to ensure that renewals are processed in a timely
and efficient manner. Beginning with the first Board meeting following the
Effective Date of this Order, and continuing at each monthly Board meeting
thereafter, the Board shall require Management to submit written reports on all
loans currently in the process of renewal and all loans that have matured in the
last month. At a minimum, matured loans should be reported as "Special Mention"
on all Thrift Financial Reports (TFR) filed by the Savings Association with the
OTS.
10. Within thirty (30) days of the Effective Date of this Order, the Board
must confirm that the Savings Association's written lending policy has been
amended to reflect the appropriate supervisory loan-to-value (LTV) lending limit
of 65 percent for loans secured by undeveloped land, as set forth in the
appendix of 12 C.F.R. ss. 560.101 (Interagency Guidelines for Real Estate
Lending Policies). Beginning with the first Board meeting following the
Effective Date of this Order, and continuing at each monthly Board meeting
thereafter, the Board shall receive from Management a written report to the
Board detailing the balance outstanding of any and all such loans granted with
LTV ratios in excess of the supervisory guidelines set forth in the appendix of
12 C.F.R. ss. 560.101.
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CLASSIFIED ASSETS.
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11. Within sixty (60) days of the Effective Date of this Order, the Board
must review the Savings Association's classified assets and develop and adopt
specific strategies to reduce the level of classified assets (Classified Asset
Reduction Plan). The Board shall ensure Management adheres to and implements the
Classified Asset Reduction Plan. Beginning with the first Board meeting
following the Board's adoption of the Classified Asset Reduction Plan, and
continuing at each monthly Board meeting thereafter, the Board shall receive
from Management a written report to the Board detailing Management's results in
implementing the Classified Asset Reduction Plan.
12. Effective immediately, the Board shall ensure that assets are being
adequately classified and accurately reported in all TFRs filed by the Savings
Association with the OTS, consistent with the requirements of 12 C.F.R. ss.
560.160 and OTS Examination Handbook Section 260: Classification of Assets. All
loans with an internal designation as "Watch" loans must be reported, at a
minimum, as "Special Mention" in all TFRs filed by the Savings Association with
the OTS.
ACCOUNTING SYSTEM CONTROLS.
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13. Within thirty (30) days after the Effective Date of this Order, the
Board shall ensure that Management develops and maintains accounting system
controls that mandate account reconcilements be properly performed and
effectively reviewed for timeliness and accuracy (Accounting Control Plan).
Beginning with the first Board meeting following the development of the
Accounting Control Plan, and continuing at each monthly Board meeting
thereafter, the Board shall receive from Management a written report to the
Board detailing Management's results in maintaining the Accounting Control Plan.
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BROKERED DEPOSITS.
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14. Effective immediately, the Savings Association may not accept brokered
deposits except in compliance with Section 337.6(b)(2) of the Federal Deposit
Insurance Corporation (FDIC) regulations (12 C.F.R. ss. 337.6(b)(2), applicable
to "adequately capitalized" institutions). The Savings Association shall provide
(i) written notice to the OTS if the Savings Association requests a waiver from
the FDIC; and (ii) the OTS with a copy of the FDIC's documentation indicating
its disposition of any request for such a waiver.
DIVIDENDS.
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15. Effective immediately, the Savings Association shall pay no dividends
or make any other capital distributions, as that term is defined in 12 C.F.R.
ss. 563.141, without receiving the prior written approval of the Regional
Director. The Savings Association's written request for such approval should be
submitted to the Regional Director at least forty-five (45) days prior to the
anticipated date of the proposed dividend payment or distribution of capital.
BOARD COMPLIANCE COMMITTEE.
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16. Within thirty (30) days of the Effective Date of this Order, the Board
shall appoint a committee (Regulatory Compliance Committee) comprising three or
more non-employee Directors to monitor and coordinate the Savings Association's
compliance with the provisions of this Order and the completion of all
corrective action required in the October 30, 2006 OTS Report of Examination
(2006 Examination).
17. Within thirty (30) days after the end of each calendar quarter,
beginning with the quarter ending June 30, 2008, the Regulatory Compliance
Committee shall submit a written progress report to the Board detailing the
actions taken to comply with each provision of this Order, the corrective
actions required by the 2006 Examination, and the results of all such actions.
The Board shall review the Regulatory Compliance Committee's progress report and
adopt a resolution (i) certifying that each director has reviewed the progress
report; (ii) detailing the Savings Association's compliance with the provisions
of this Order and corrective actions contained in the 2006 Examination; (iii)
identifying each instance of noncompliance; and (iv) setting forth in detail
additional corrective actions or steps adopted or required by the Board to
address each instance of noncompliance.
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18. Within sixty (60) days after the Effective Date of this Order, and
thereafter within forty-five (45) days after the end of each calendar quarter,
the Board shall submit to the Regional Director: (i) a copy of the Regulatory
Compliance Committee's quarterly progress report required by Paragraph 17 of
this Order; and (ii) a copy of the Board resolution required by Paragraph 17 of
this Order, including the Board meeting minutes. Nothing contained herein shall
diminish the responsibility of the entire Board to ensure the Savings
Association's compliance with the provisions of this Order.
EFFECTIVE DATE, INCORPORATION OF STIPULATION.
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19. This Order is effective on the Effective Date as shown on the first
page. The Stipulation is made a part hereof and is incorporated herein by this
reference.
DURATION.
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20. This Order shall remain in effect until terminated, modified or
suspended, by written notice of such action by OTS, acting by and through its
authorized representatives.
TIME CALCULATIONS.
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21. (a) Calculation of time limitations for compliance with the terms of
this Order run from the Effective Date and shall be calendar based, unless
otherwise noted; and
(b) The Regional Director may extend any of the deadlines set forth in
the provisions of this Order upon written request by the Association that
includes reasons in support for any such extension. Any OTS extension shall be
made in writing.
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SUBMISSIONS AND NOTICES.
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22. (a) All submissions, including progress reports, to OTS that are
required by or contemplated by this Order shall be submitted within the
specified timeframes;
(b) Except as otherwise provided herein, all submissions, requests,
communications, consents or other documents relating to this Order shall be in
writing and sent by first class U.S. mail (or by reputable overnight carrier,
electronic facsimile transmission or hand delivery by messenger) addressed as
follows:
(i) To OTS:
John E. Ryan
Regional Director, Southeast Region
Office of Thrift Supervision
1475 Peachtree St., NE
Atlanta, Georgia 30309
(ii) To the Association:
Charles W. Calomiris, Chairman
Greater Atlantic Bank
10700 Parkridge Boulevard, Suite P50
Reston, Virginia 20191
[THIS SPACE INTENTIONALLY LEFT BLANK]
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NO VIOLATIONS AUTHORIZED.
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23. Nothing in this Order or the Stipulation shall be construed as allowing
the Association, its Board, officers or employees to violate any law, rule, or
regulation.
IT IS SO ORDERED.
OFFICE OF THRIFT SUPERVISION
By: /s/ John E. Ryan
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John E. Ryan
Regional Director, Southeast Region
Date: See Effective Date on page 1
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