Attached files
Exhibit 10.4
UNITED STATES OF AMERICA
Before the
OFFICE OF THRIFT SUPERVISION
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In the Matter of ) Order No.: WN-09-031
)
LOS PADRES BANK ) Effective Date: October 14, 2009
)
Solvang, California )
OTS Docket No. 07935 )
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STIPULATION AND CONSENT TO ISSUANCE OF ORDER TO CEASE AND DESIST
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WHEREAS, the Office of Thrift Supervision (OTS), acting by and through its
Regional Director for the Western Region (Regional Director), and based upon
information derived from the exercise of its regulatory and supervisory
responsibilities, has informed Los Padres Bank, Solvang, California, OTS Docket
No. 07935 (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:
Los Padres Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
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Jurisdiction.
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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 the 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.
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3. Based on its examination of the Association conducted as of April 27, 2009,
the OTS finds that the Association has engaged in unsafe and unsound banking
practices which have resulted in deteriorating asset quality, deficient
earnings, and inadequate capital at the Association.
Consent.
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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.
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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).
Los Padres Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
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Waivers.
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6. The Association waives the following:
(a) the right to be served with a written 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 challenge 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.
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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.
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8. The Association acknowledges and agrees that 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.
Los Padres Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
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Miscellaneous.
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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 Stipulation 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 or
other authorized representative.
Signature of Directors/Board Resolution.
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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.
Los Padres Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
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WHEREFORE, the Association, by its directors, executes this Stipulation.
Accepted by:
LOS PADRES BANK OFFICE OF THRIFT SUPERVISION
Solvang, California
By: /s/ By: /s/
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Craig J. Cerny C.K. Lee
Chairman Regional Director, Western Region
Date: See Effective Date on page 1
/s/
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Paul O. Halme, Director
/s/
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Tim Hatlestad, Director
/s/
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Mark R. Larrabee, Director
/s/
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John J. McConnell, Director
/s/
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Williams W. Phillips, Jr., Director
/s/
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William D. Ross, Director
/s/
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Susan C. Weber, Director
Los Padres Bank
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