1
EXHIBIT 10.1
UNITED STATES OF AMERICA
BEFORE THE
OFFICE OF THRIFT SUPERVISION
- ------------------------------
)
In the Matter of ) Order No.: CN 09-34
)
)
PARK VIEW FEDERAL ) Effective Date: October 19, 2009
SAVINGS BANK )
)
Solon, Ohio )
OTS Docket No. 01195 )
)
- ------------------------------
STIPULATION AND CONSENT TO ISSUANCE OF ORDER TO CEASE AND DESIST
----------------------------------------------------------------
WHEREAS, the Office of Thrift Supervision (OTS), acting by and through
its Regional Director for the Central Region (Regional Director), and based upon
information derived from the exercise of its regulatory and supervisory
responsibilities, has informed Park View Federal Savings Bank, Solon, Ohio, OTS
Docket No. 01195 (Association), that the OTS is of the opinion that grounds
exist to initiate an administrative proceeding against the Association pursuant
to 12 U.S.C. ss. 1818(b);
WHEREAS, the Regional Director, pursuant to delegated authority, is
authorized to issue Orders to Cease and Desist where a savings association has
consented to the issuance of an order; and
WHEREAS, the Association desires to cooperate with the OTS to avoid the
time and expense of such administrative cease and desist proceeding by entering
into this Stipulation and Consent to the Issuance of Order to Cease and Desist
(Stipulation) and, without admitting or denying that such grounds exist, but
only admitting the statements and conclusions in Paragraphs 1 and 2 below
concerning Jurisdiction, hereby stipulates and agrees to the following terms:
Park View Federal Savings Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
Page 1 of 6
2
JURISDICTION.
- -------------
1. The Association is a "savings association" within the meaning of 12 U.S.C.
ss. 1813(b) and 12 U.S.C. ss. 1462(4). Accordingly, the Association is "an
insured depository institution" as that term is defined in 12 U.S.C. ss.
1813(c).
2. Pursuant to 12 U.S.C. ss. 1813(q), the Director of OTS is the "appropriate
Federal banking agency" with jurisdiction to maintain an administrative
enforcement proceeding against a savings association. Therefore, the Association
is subject to the authority of the OTS to initiate and maintain an
administrative cease and desist proceeding against it pursuant to 12 U.S.C. ss.
1818(b).
OTS FINDINGS OF FACT.
- --------------------
3. Based on its May 4, 2009 examination of the Association, the OTS finds
that the Association has engaged in unsafe or unsound banking practices that
resulted in operating the Association with an excessive level of adversely
classified assets; an inadequate allowance for loan and lease losses (ALLL) for
the volume, type, and quality of loans held; and an inadequate level of capital
protection for the volume, type, and quality of assets held by the Association.
CONSENT.
- --------
4. The Association consents to the issuance by the OTS of the accompanying
Order to Cease and Desist (Order). The Association further agrees to comply with
the terms of the Order upon the Effective Date of the Order and stipulates that
the Order complies with all requirements of law.
FINALITY.
- ---------
5. The Order is issued by the OTS under 12 U.S.C. ss. 1818(b). Upon the
Effective Date, the Order shall be a final order, effective, and fully
enforceable by the OTS under the provisions of 12 U.S.C. ss. 1818(i).
Park View Federal Savings Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
Page 2 of 6
3
WAIVERS.
- -------
6. The Association waives the following:
(a) the right to be served with a notice of the OTS's charges against it
as provided by 12 U.S.C. ss. 1818(b) and 12 C.F.R. Part 509;
(b) the right to an administrative hearing of the OTS's charges as
provided by 12 U.S.C. ss. 1818(b) and 12 C.F.R. Part 509;
(c) the right to seek judicial review of the Order, including, without
limitation, any such right provided by 12 U.S.C. ss. 1818(h), or otherwise
to the validity of the Order; and
(d) any and all claims against the OTS, including its employees and
agents, and any other governmental entity for the award of fees, costs, or
expenses related to this OTS enforcement matter and/or the Order, whether
arising under common law, federal statutes, or otherwise.
OTS AUTHORITY NOT AFFECTED.
- --------------------------
7. Nothing in this Stipulation or accompanying Order shall inhibit, estop,
bar, or otherwise prevent the OTS from taking any other action affecting the
Association if at any time the OTS deems it appropriate to do so to fulfill the
responsibilities placed upon the OTS by law.
OTHER GOVERNMENTAL ACTIONS NOT AFFECTED.
- ---------------------------------------
8. The Association acknowledges and agrees its consent to the issuance of the
Order is solely for the purpose of resolving the matters addressed herein,
consistent with Paragraph 7 above, and does not otherwise release, discharge,
compromise, settle, dismiss, resolve, or in any way affect any actions, charges
against, or liability of the Association that arise pursuant to this action or
otherwise, and that may be or have been brought by any governmental entity other
than the OTS.
Park View Federal Savings Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
Page 3 of 6
4
MISCELLANEOUS.
- --------------
9. The laws of the United States of America shall govern the construction and
validity of this Stipulation and of the Order.
10 If any provision of this Stipulation and/or the Order is ruled to be
invalid, illegal, or unenforceable by the decision of any Court of competent
jurisdiction, the validity, legality, and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired thereby, unless
the Regional Director in his or her sole discretion determines otherwise.
11. All references to the OTS in this Stipulation and the Order shall also
mean any of the OTS's predecessors, successors, and assigns.
12. The section and paragraph headings in this and the Order are for
convenience only and shall not affect the interpretation of this Stipulation or
the Order.
13. The terms of this Stipulation and of the Order represent the final
agreement of the parties with respect to the subject matters thereof, and
constitute the sole agreement of the parties with respect to such subject
matters.
14. The Stipulation and Order shall remain in effect until terminated,
modified, or suspended in writing by the OTS, acting through its Regional
Director.
SIGNATURE OF DIRECTORS/BOARD RESOLUTION.
- ---------------------------------------
15. Each Director signing this Stipulation attests that he or she voted in
favor of a Board Resolution authorizing the consent of the Association to the
issuance of the Order and the execution of the Stipulation. This Stipulation may
be executed in counterparts by the directors after approval of execution of the
Stipulation at a duly called board meeting.
Park View Federal Savings Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
Page 4 of 6
5
WHEREFORE, the Association, by its directors, executes this Stipulation.
Accepted by:
PARK VIEW FEDERAL SAVINGS BANK OFFICE OF THRIFT SUPERVISION
SOLON, OHIO
By: /s/ Mark D. Grossi By: /s/ Daniel T. McKee
-------------------------------- -----------------------------------
Mark D. Grossi, Chairman Daniel T. McKee
Regional Director, Central Region
/s/ Marty E. Adams Date: See Effective Date on page 1
--------------------------------
Marty E. Adams, Director
/s/ Steven A. Calabrese
--------------------------------
Steven A. Calabrese, Director
/s/ Umberto P. Fedeli
--------------------------------
Umberto P. Fedeli, Director
/s/ Robert K. Healey
--------------------------------
Robert K. Healey, Director
/s/ Ronald D. Holman
--------------------------------
Ronald D. Holman, II, Director
/s/ Stanley T. Jaros
--------------------------------
Stanley T. Jaros, Director
/s/ Robert J. King
--------------------------------
Robert J. King, Jr., Director
Park View Federal Savings Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
Page 5 of 6
6
/s/ John R. Male
--------------------------------
John R. Male, Director
/s/ Raymond J. Negrelli
--------------------------------
Raymond J. Negrelli, Director
/s/ Stuart D. Neidus
--------------------------------
Stuart D. Neidus, Director
/s/ C. Keith Swaney
--------------------------------
C. Keith Swaney, Director
Park View Federal Savings Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
Page 6 of 6