Written Agreement by and between Docket No. 08-040-WA/RB-HC ALLIANCE BANCSHARES CALIFORNIA Culver City, California and FEDERAL RESERVE BANK OF SAN FRANCISCO San Francisco, California
Exhibit 10.2
UNITED STATES OF AMERICA
BEFORE THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, D.C.
BEFORE THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, D.C.
Written Agreement by and between
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Docket No. 08-040-WA/XX-XX | ||
ALLIANCE BANCSHARES CALIFORNIA Culver City, California |
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and |
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FEDERAL RESERVE BANK |
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OF SAN FRANCISCO |
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San Francisco, California |
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WHEREAS, in recognition of their common goal to maintain the financial soundness of Alliance
Bancshares California, Culver City, California (“Bancshares”), a registered bank holding company
that owns and controls Alliance Bank, Culver City, California (the “Bank”), a state chartered
nonmember bank, and various nonbank subsidiaries, Bancshares and the Federal Reserve Bank of San
Francisco (the “Reserve Bank”) have mutually agreed to enter into this Written Agreement (the
“Agreement”); and
WHEREAS, on October 10, 2008, the board of directors of Bancshares, at a duly constituted
meeting, adopted a resolution authorizing and directing Xxxxxx X. Xxxx to enter into this Agreement
on behalf of Bancshares and consenting to compliance with each and every provision of this
Agreement by Bancshares and its institution-affiliated parties, as defined in sections 3(u) and
8(b)(3) of the Federal Deposit Insurance Act, as amended (the “FDI Act”) (12 U.S.C. §§ 1813(u) and
1818(b)(3)).
NOW, THEREFORE, Bancshares and the Reserve Bank agree as follows:
Dividends and Distributions
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1. (a) Bancshares shall not declare or pay any dividends without the prior written approval
of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation (the
“Director”) of the Board of Governors of the Federal Reserve System (the “Board of Governors”).
(b) Bancshares shall not directly or indirectly take dividends or any other form of
payment representing a reduction in capital from the Bank without the prior written approval of
the Reserve Bank.
(c) Bancshares and its nonbank subsidiaries shall not make any distributions of interest,
principal, or other sums on subordinated debentures or trust preferred securities without the
prior written approval of the Reserve Bank and the Director.
(d) All requests for prior approval shall be received by the Reserve Bank at least 30 days prior to
the proposed dividend declaration date, proposed distribution on subordinated debentures, and
required notice of deferral on trust preferred securities. All requests shall contain, at a
minimum, current and projected information on Bancshares’s capital, earnings, and cash flow; the
Bank’s capital, asset quality, earnings, and allowance for loan and lease losses (“ALLL”); and
identification of the sources of funds for the proposed payment or distribution. For requests to
declare or pay dividends, Bancshares must also demonstrate that the requested declaration or
payment of dividends is consistent with the Board of Governors’ Policy Statement on the Payment of
Cash Dividends by State Member Banks and Bank Holding Companies, dated November 14, 1985 (Federal Reserve Regulatory Service, 4-877 at page 4323).
Debt and Stock Redemption
2. (a) Bancshares and any nonbank subsidiary shall not, directly or indirectly, incur,
increase, or guarantee any debt without the prior written approval of the Reserve Bank. All
requests for prior written approval shall contain, but not be limited to, a statement regarding the
purpose of the debt, the terms of the debt, and the planned source(s) for debt repayment, and an
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analysis of the cash flow resources available to meet such debt repayment.
(b) Bancshares shall not, directly or indirectly, purchase or redeem any shares of its stock
without the prior written approval of the Reserve Bank.
Capital Plan
3. Within 60 days of this Agreement, Bancshares shall submit to the Reserve Bank an
acceptable written plan to maintain sufficient capital at Bancshares, on a consolidated basis, and
the Bank, as a separate legal entity on a stand-alone basis. The plan shall, at a minimum,
address, consider, and include:
(a) The consolidated organization’s and the Bank’s current and future capital requirements,
including compliance with the Capital Adequacy Guidelines for Bank Holding Companies: Risk-Based
Measure and Tier 1 Leverage Measure, Appendices A and D of Regulation Y of the Board of Governors
(12 C.F.R. Part 225, App. A and D) and Capital Adequacy Guidelines for State Member Banks:
Risk-Based Measure and Tier 1 Leverage Measure, Appendices A and B of Regulation H of the Board of
Governors (12 C.F.R. Part 208, App. A and B), as applicable;
(b) the adequacy of the Bank’s capital, taking into account the volume of classified credits,
concentrations of credit, ALLL, current and projected asset growth, and projected retained
earnings;
(c) the source and timing of additional funds to fulfill the consolidated
organization’s and the Bank’s future capital requirements;
(d) federal or state supervisory requests for additional capital at the Bank or the
requirements of any supervisory action imposed on the Bank by any federal or state regulator;
(e) the requirements of section 225.4(a) of Regulation Y of the Board of Governors (12 C.F.R.
§ 225.4(a)) that Bancshares serve as a source of strength to the Bank; and
(f) procedures for Bancshares to (i) notify the Reserve Bank, in writing, no
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more than 30 days after the end of any quarter in which Bancshares’s consolidated capital ratios or
the Bank’s capital ratios (total risk-based, Tier 1 risk-based, or leverage) fall below the plan’s
minimum ratios and (ii) to submit simultaneously to the Reserve Bank an acceptable written plan
that details the steps Bancshares will take to increase its and the Bank’s capital ratios above the
plan’s minimum.
Compliance with Laws and Regulations
4. (a) In appointing any new director or senior executive officer, or changing the
responsibilities of any senior executive officer so that the officer would assume a different
senior executive officer position, Bancshares shall comply with the notice provisions of section 32
of the FDI Act (12 U.S.C. § 1831i) and Subpart H of Regulation Y of the Board of Governors (12
C.F.R. §§ 225.71 et seq.).
(b) Bancshares shall comply with the restrictions on indemnification and severance payments
of section 18(k) of the FDI Act (12 U.S.C. § 1828(k)) and Part 359 of the Federal Deposit
Insurance Corporation’s regulations (12 C.F.R. Part 359).
Progress Reports
5. Within 30 days after the end of each calendar quarter following the date of this
Agreement, the board of directors shall submit to the Reserve Bank written progress reports
detailing the form and manner of all actions taken to secure compliance with the provisions of
this Agreement and the results thereof.
Approval and Implementation of Plan
6. (a) Bancshares shall submit a written capital plan that is acceptable to the Reserve
Bank within the applicable time period set forth in paragraph 3 of this Agreement.
(b) Within 10 days of approval by the Reserve Bank, Bancshares shall adopt the approved
capital plan. Upon adoption, Bancshares shall promptly implement the approved plan, and thereafter
fully comply with it.
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(c) During the term of this Agreement, the approved capital plan shall not be amended or
rescinded without the prior written approval of the Reserve Bank.
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Communications
7. All communications regarding this Agreement shall be sent to:
| (a) | Xx. Xxxxx Xxxxx Director Banking Supervision and Regulation Federal Reserve Bank of San Francisco 000 Xxxxxx Xxxxxx, Mail Stop 000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 |
| (b) | Xx. Xxxxxx X. Xxxx Chairman of the Board & Chief Executive Officer Alliance Bancshares California 000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx Xxxx, Xxxxxxxxxx 00000 |
Miscellaneous
8. Notwithstanding any provision of this Agreement, the Reserve Bank may, in its sole
discretion, grant written extensions of time to Bancshares to comply with any provision of this
Agreement.
9. The provisions of this Agreement shall be binding upon Bancshares and its
institution-affiliated parties, in their capacities as such, and their successors and
assigns.
10. Each provision of this Agreement shall remain effective and enforceable until stayed,
modified, terminated, or suspended in writing by the Reserve Bank.
11. The provisions of this Agreement shall not bar, estop, or otherwise prevent the Board of
Governors, the Reserve Bank, or any other federal or state agency from taking any other action
affecting Bancshares, the Bank, any nonbank subsidiary of Bancshares, or any of their current or
former institution-affiliated parties and their successors and assigns.
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12. Pursuant to section 50 of the FDI Act (12 U.S.C. § 1831aa), this Agreement is
enforceable by the Board of Governors under section 8 of the FDI Act (12 U.S.C. § 1818).
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the 10th day
of October, 2008
| ALLIANCE BANCSHARES CALIFORNIA | FEDERAL RESERVE BANK OF SAN FRANCISCO | |||||||
By:
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/s/ Xxxxxx X. Xxxx | By: | /s/ Xxxx. Alonso | |||||
| Xx. Xxxxxx X. Xxxx | Xx. Xxxx Xxxxxx | |||||||
| Chairman of the Board
& Chief Executive Officer |
Director | |||||||
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