[¶11,786] In the Matter of Finance Factors Ltd, Honolulu, Hawaii, Docket No.
(This order was terminated by order of the
FDIC dated 6-6-03; see ¶16,337.)
The FDIC and the Commissioner are terminating the cease and desist
order against the Bank. However, there are still concerns regarding
transactions between the Bank and affiliated entities. This written
agreement addresses those concerns to protect the interests of the Bank
and its depositors.
[.1] Bank Holding CompanyFees Paid to Bank Holding Companies, Limitations
Written Agreement Between Finance Factors, Ltd., the
Federal Deposit Insurance Corporation and the Commissioner of
WHEREAS, Finance Factors, Ltd., Honolulu, Hawaii ("Bank") is
an insured state nonmember bank as that term is defined in Section
3(e)(2) of the Federal Deposit Insurance Act ("FDI Act"), 12
WHEREAS, the Federal Deposit Insurance Corporation ("FDIC") and
the Commissioner of Financial Institutions, Division of Financial
Institutions, Department of Commerce and Consumer Affairs, State of
Hawaii ("Commissioner") are authorized to enter into this Written
Agreement ("Agreement") with the Bank pursuant to section 9 of
the FDI Act, 12 U.S.C. §1819(a) (Seventh), and sections 412:2-300
and 412:2-301 of the Hawaii Revised Statutes;
WHEREAS, the FDIC and the Commissioner are in the process of
terminating the existing Order to Cease and Desist against the Bank
dated January 26, 2000, but have remaining concerns regarding
transactions between the Bank and affiliated entities;
WHEREAS, the Bank, the FDIC and the Commissioner are of the opinion
that the Agreement is necessary to protect the interests of the Bank
and its depositors;
WHEREAS, on March 10, 2001, the Bank's board of
directors by unanimous written consent in lieu of meeting adopted a
resolution authorizing and directing Russell J. Lau to
enter into this Agreement on behalf of the Bank and consenting to
compliance by the Bank and its institution-affiliated parties with the
provisions of this Agreement.
NOW, THEREFORE, the Bank, the FDIC and the Commissioner agree as
[.1]1. During the term of this Agreement, the Bank shall not pay, nor agree
to pay, directly or indirectly, any monies not previously approved by
the Regional Director of the FDIC's San Francisco Regional Office
("Regional Director") to its holding company or any of its
affiliates without the prior written approval of the Regional Director
and the Commissioner.
[.2]2. During the term of this Agreement, the Bank shall not engage
in any "covered transaction" as that term is defined in Section
23A of the Federal Reserve Act, 12 U.S.C. §371c, or any transaction
covered by Section 23B of the Federal Reserve Act, 12 U.S.C.
§371c-1, as set forth in Section 23B(a)(2) without the prior written
approval of the Regional Director and the Commissioner.
[.3]3. During the term of this Agreement, the Bank shall not pay dividends
of cash, stock or property in any amount without the prior written
approval of the Regional Director and the Commissioner. Such approval
shall not be unreasonably withheld.
Lau, Chief Executive Officer, Finance Factors, Ltd., 1164
Bishop Street, Honolulu, Hawaii 96813, (b) George J. Masa, Regional
Director, San Francisco Regional Office of the Federal Deposit
Insurance Corporation, 25 Ecker Street, Suite 2300, San Francisco,
California 94105, and (c) Lynn Y. Wakatsuki, Commissioner, Division of
Financial Institutions, P.O. Box 2054, Honolulu, Hawaii 96805.
5. Each provision of this Agreement shall be binding upon the Bank and
all of its institution-affiliated parties, in their capacities as such,
and their successors and assigns.
6. This Agreement shall become effective as of the date it is executed
by all of the parties.
7. This Agreement is a "written agreement" for the purposes of 12
U.S.C. §1818 and enforceable under the provisions of Section 8 of
the FDI Act, 12 U.S.C. §1818, and the Bank waives the right to
challenge the validity of the Agreement under this statute or any other
provision of law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the 13th day of April, 2001.