UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.
UNITED
STATES OF AMERICA
BEFORE
THE
BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON,
D.C.
__________________________________________
Written
Agreement by and
between
ATLANTIC
BANCGROUP,
INC. Docket
No. 09-184-W A/XX-XX
Jacksonville
Beach, Florida
and
FEDERAL
RESERVE BANK OF
ATLANTA
Atlanta,
Georgia
________________________________________
WHEREAS, Atlantic BancGroup, Inc.,
Jacksonville Beach, Florida ("Atlantic"), a registered bank holding
company, owns and controls Oceanside Bank, Jacksonville Beach, Florida ("Bank"
), a stale chartered nonmember bank, and a nonbank subsidiary;
WHEREAS, it is the common goal of Atlantic and the
Federal Reserve Bank of Atlanta (the
"Reserve Bank") to maintain the financial soundness of Atlantic so that Atlantic
may serve as a
source of strength to the Bank;
WHEREAS, Atlantic and the Reserve Bank
have mutually agreed to enter into this Written Agreement (the
"Agreement"); and
WHEREAS, on March 12, 2010, the board
of directors of Atlantic, at a duly constituted meeting, adopted a resolution
authorizing and directing Xx. Xxxxx X. Xxxxxxxx, President and Chief Executive
Officer, to enter into this Agreement on behalf of Atlantic, and consenting to
compliance with each and every provision of this Agreement by Atlantic and its
institution-affiliated parties, as defined in sections 3(u) and S(b)(3)
of the Federal Deposit Insurance Act, as amended (the "FDI Act") (12 U.S.C. §§
lS13(u) and IS1S(b)(3)).
NOW, THEREFORE, Atlantic and the
Reserve Bank agree as follows:
Dividends
and Distributions
I. (a) Atlantic
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) Atlantic
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) Atlantic
and its nonbank subsidiary 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 Atlantic's capital, earnings, and cash flow; the Bank' capital,
asset quality, earnings, and allowance for loan and lease losses; and
identification of the sources of funds for the proposed payment or distribution.
For
requests to declare or pay dividends, Atlantic 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 4-323).
Debt
and Stock Redemption
2. (a) Atlantic
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) Atlantic
shall not, directly or indirectly, purchase or redeem any shares of its stock
without the prior written approval of the Reserve Bank.
Compliance
with Laws and Regulations
3. (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, Atlantic shall comply with
the notice provisions of section 32 of the FDI Act (12 U.S.C. § 183li) and Subpart H of
Regulation Y of the Board of Governors (12 C.F.R. §§ 225.71 et seq.).
(b) Atlantic
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
4. 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, and a parent company only balance sheet,
income statement,
and, as applicable, report of changes in stockholders' equity.
Communications
5. All
communications regarding this Agreement shall be sent to:
(a) Xx.
Xxxxxx X. Xxxxxxx
Assistant
Vice President
Federal
Reserve Bank of Atlanta
0000
Xxxxxxxxx Xxxxxx, N.E.
Atlanta,
Georgia 30309-4470
(b) Xx.
Xxxxx X. Xxxxxxxx
President
and Chief Executive Officer
Atlantic
BancGroup, Inc.
0000
Xxxxx Xxxxxx
Jacksonville
Beach, Florida 32240
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6. Notwithstanding
any provision of this Agreement, the Reserve Bank may, in its sole discretion,
grant written extensions of time to Atlantic to comply with any provision of
this Agreement.
7. The
provisions of this Agreement shall be binding upon Atlantic and its
institution-affiliated parties, in their capacities as such, and their
successors and assigns.
8. Each
provision of this Agreement shall remain effective and enforceable until
stayed,
modified, terminated, or suspended in writing by the Reserve Bank.
9. 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 Atlantic, the Bank, any nonbank subsidiary of
Atlantic, or any of their current or former institution-affiliated parties and
their successors and assigns.
10. 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 panics
have caused this Agreement to be executed as of the 26th day of March, 20
10.
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ATLANTIC
DANCGROUP, INC.
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FEDERAL
RESERVE BANK OF
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ATLANTA
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By:
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By:
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Xx.
Xxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxx
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President
and Chief Executive Officer
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Assistant
Vice President
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