EXHIBIT 10.1
UNITED STATES OF AMERICA
BEFORE THE
OFFICE OF THRIFT SUPERVISION
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In the Matter of: )
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Greater Atlantic Bank ) OTS Order No.: SE-09-028
Reston, Virginia )
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OTS Docket No. 08491 ) Dated: May 22, 2009
)
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STIPULATION AND CONSENT TO
PROMPT CORRECTIVE ACTION DIRECTIVE
1. The Office of Thrift Supervision (OTS) has informed Greater Atlantic Bank,
Reston, Virginia, OTS No. 08491 (Institution), based upon information
reported to the OTS, that grounds exist to issue a Prompt Corrective Action
Directive (PCA Directive) pursuant to Section 38 of the Federal Deposit
Insurance Act (FDIA), 12 U.S.C. ss. 1831o, and Section 565.7 of the OTS
Regulations, 12 C.F.R. ss. 565.7, against the Institution. The Institution,
in the interest of cooperation and to avoid the time and expense of
pursuing further OTS administrative procedures for the issuance of a PCA
Directive, stipulates and consents to the terms set forth in this
Stipulation and Consent.
2. The Institution stipulates it is a federal savings association subject to
the supervision and regulation by the OTS. The Institution is a "savings
association" as that term is used in the Home Owners' Loan Act (HOLA), 12
U.S.C. ss.ss. 1461 et seq., and an "insured depository institution" as
defined in 12 U.S.C. ss.ss. 1813(b) and 1813(c)(2). The Institution
stipulates, as such, that it is subject to the OTS's authority to issue a
directive to take prompt corrective action pursuant to Section 38 of FDIA,
12 U.S.C. ss. 1831o, and Section 565.7 of the OTS Regulations, 12 C.F.R.
ss. 565.7.
3. The Institution consents, by execution of this Stipulation and Consent, to
the OTS's issuance of the accompanying PCA Directive. The Institution
further agrees to comply with the terms of the PCA Directive.
4. The Institution consents, by execution of this Stipulation and Consent, to
the OTS's appointment of a conservator or receiver or other legal custodian
for the Institution at any time that the Institution is "significantly
undercapitalized" and until such time as the Institution becomes
"adequately capitalized" as determined pursuant to Section 38 of FDIA, 12
U.S.C. ss. 1831o, and Section 565.4 of the OTS Regulations, 12 C.F.R. ss.
565.4. The Institution hereby waives its rights to seek judicial review of
such appointment.
Prompt Corrective Action Stipulation (05/22/2009)
Greater Atlantic B, Reston, VA OTS No. 08491
Page 2
5. The Institution, by execution of this Stipulation and Consent, authorizes
the OTS to provide otherwise confidential information about the Institution
to third parties to facilitate the possible acquisition of the Institution
by a qualified buyer, sale of the Institution's assets or the purchase of
the Institution's branches, or the possible merger of the Institution with
a qualified merger partner.
6. The Institution, by execution of this Stipulation and Consent, authorizes
the Federal Deposit Insurance Corporation (FDIC) to provide otherwise
confidential information to third parties to facilitate the liquidation or
other resolution of the Institution in anticipation of the possible
appointment of the FDIC as conservator, receiver, or other legal custodian.
The Institution hereby agrees that upon notification that it is "critically
undercapitalized" pursuant to Section 565.3 of the OTS Regulations, 12
C.F.R. ss. 565.3, the Institution will cooperate fully with the FDIC to
avoid a loss or otherwise minimize exposure to the insurance fund. Such
cooperation includes, but is not limited to, responding to requests for
information, providing full access to personnel, agents and service
providers, and accommodating on-site visits. Nothing herein shall be
interpreted to preclude such cooperation with the FDIC at any time prior to
such time as the Institution may be notified that it is "critically
undercapitalized".
7. The attached PCA Directive is effective upon issuance. The Institution
acknowledges that the PCA Directive is enforceable pursuant to Section 5(d)
of HOLA, 12 U.S.C. ss. 1464(d), and Section 8 of FDIA, 12 U.S.C. ss. 1818.
8. The Institution hereby waives the following:
(a) its rights to pursue the OTS's administrative process for issuance of
the accompanying PCA Directive pursuant to 12 C.F.R. ss. 565.7;
(b) any and all rights it might otherwise have pursuant to federal law or
regulations (including, but not limited to, 12 U.S.C. ss. 1831o and 12
C.F.R. ss. 565.7) in connection with issuance of the PCA Directive;
(c) its right to seek judicial review of the PCA Directive, including, but
not limited to, any such right provided by Section 8(h) of FDIA, 12 U.S.C.
ss. 1818(h); and
(d) its right to challenge or contest in any manner the basis, issuance,
validity or enforceability of the PCA Directive or any provision thereof.
9. The Cease and Desist Order dated April 25, 2008, remains in effect.
10. (a) The laws of the United States of America shall govern the construction
and validity of this Stipulation and Consent and the PCA Directive.
(b) All references to the OTS in this Stipulation and Consent and the PCA
Directive also shall mean any of the OTS's predecessors, successors, and
assigns.
Prompt Corrective Action Stipulation (05/22/2009)
Greater Atlantic B, Reston, VA OTS No. 08491
Page 3
(c) To the extent this Stipulation and Consent and PCA Directive may be
deemed an agreement, the written terms herein and in the accompanying PCA
Directive represent the final and sole binding written terms of such
agreement with respect to the subject matters addressed therein.
11. Each Director signing this Stipulation attests that s/he voted in favor of
the resolution authorizing the execution of this Stipulation.
GREATER ATLANTIC BANK
RESTON, VIRGINIA
OTS NO. 08491
By: /s/ Charles W. Calomiris By: /s/ Carroll E. Amos, Director
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Charles W. Calomiris, Chairman Carroll E. Amos, Director
By: /s/ Sidney M. Bresler By: /s/ Jeffrey W. Ochsman
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Sidney M. Bresler, Director Jeffrey W. Ochsman, Director
By: /s/ James B. Vito
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James B. Vito, Director
Accepted By:
OFFICE OF THRIFT SUPERVISION
By: /s/ Arthur W. Goodhand
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Arthur W. Goodhand
Acting Southeast Regional Director
Date: See Effective Date on Page 1