RMA CAROLINAS/VIRGINIAS REGIONAL CHAPTER FALL/WINTER 2011 Anne’s Assessments

2011/2012 BOARD PRESIDENT President’s Message Anne Burnett, SVP Fulton Bank, NA It is hard to believe that a new year for RMA is already in full FIRST VICE PRES. swing! There are so many wonderful programs, general membership Ron Paull, VP meetings, video conferences and educational opportunities planned First Citizens Bank throughout the Carolinas-Virginias Region this year. This is all SECOND VICE PRES. thanks to the hard work and planning of all the local Chapters as well Mike Hendricks, EVP as the Regional Board. NewBridge Bank TREASURER And speaking of planning, at this year’s Chapter’s Leaders Jennifer Welch, VP Conference, the Keynote speaker was James Murphy, (Murph), from NewBridge Bank Afterburner, Inc. Murph is a former F-18 fighter pilot who is now a top business consultant. He reminded us that in business, like his PAST PRESIDENT Sally Robertson, President former fighter missions, you must: Plan, Brief, Execute & Debrief! Business Finance Group, Inc. That message certainly describes what it takes to have a successful year with RMA. The STAR report is the first stage, (Plan), of BOARD MEMBERS Murph’s strategy to success. The Planning Meeting is the Lyrnn Carter, Operational Risk Man. opportunity to “Brief ” the Board on the objectives the Chapter hopes BB&T to achieve for the year, and to set the stage to “Execute” on the Plan. Matthew Cheek, Partner After each event or program, do not forget to “Debrief ” to celebrate Williams Mullen the successes and discuss the “lessons learned”. These four steps will ensure that each Chapter has a great year!! Jason Paisley, VP Business Finance Group, Inc The Carolinas/Virginias Chapter had its Planning Meeting on Wilbert Harper, SVP August 25th. At the meeting, the video “Fish!” was shown. The BB&T video showed the inspiring management secrets of The Pike Place Tim Robinson, VP Fish Market. The fish-tossing, joke-cracking camaraderie of the Fulton Bank market serves as the workplace ideal in this video. The video reminded us that to be successful there are four vital points - choosing Phil Haines, SVP the attitude, creating a playful atmosphere, giving preference to the First Citizens Bank customers and always focusing on the present without worrying about Babette Stone, SVP the future. Choosing the right attitude forms the basis of all these. First South Bank The “Mission” that I have chosen for this year is to have all of our David Mann, Portfolio Risk Man. RMA Chapter leaders to find ways to create a fun environment that BB&T has energy, passion, and a positive attitude that the “Fish!” video exemplifies. I hope that this challenge will remind us that not only C. Grigsby Scifres, Partner does RMA provide us wonderful professional development and Williams Mullen connections at both local and national events, it also can be FUN!

Kevin Futrell, SVP National Bank of South Carolina Anne Burnett Board President Carolinas/Virginias Regional Chapter

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2011/2012 BOARD Membership Makes A Difference BOARD MEMBERS CONT. Lyrnn Carter, Membership Chair David Bell, SVP-Man. of Credit Admin. First Citizens Bank Value = 10 Reasons for RMA Membership Kelly Baldwin, RM Involvement = Professional Connections First Citizens Bank Performance = Professional Development

Greg Tripp, President Campaign 2011-2012 Essex Bank

Matthew T. King The Carolinas-Virginias Regional Chapter Membership Campaign is Fidelity Bank established and our local Chapters are off to a captivating start. This year, one of the regional’s main objectives is to place a major emphasis Daniel Hornfeck on developing and promoting membership for new institutions, Carolina Bank professionals and associates. Jeff Cramer Yadkin Valley Bank Membership makes a difference to all of us:

Lacy Cross 10 Reasons for RMA Membership Old Town Bank 1. Christine McElhinny Local chapter activities and educational opportunities. First Federal S&L Association of Charleston 2. Training specific to financial industry needs.

Gertrude Addo 3. Learning and maintaining best practices – regulatory updates. Alliance Bank

Kathy Harbold 4. Career Advancement – Credit Risk Certification can benefit Alliance Bank your career by making you a certified financial industry professional. Raleigh Hobson, AVP C&F Bank 5. Networking that will enable you to get to know and learn from Misty R. Lester the leaders in your profession. Valley Bank 6. The RMA Journal®--the Association’s highly acclaimed Daniel T. Cronin publication. Fulton Bank 7. Industry specific information and benchmarking. Chris Morris BB&T 8. Increased exposure for your organization within community.

9. Ready access for industry studies and standards.

10. Leadership development.

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New Member Spotlight!!! New Institutions Paul R. Sparks CertusBank NA Upper South Carolina

New Associates Paul D. Halphen First Citizens Bank & Trust Co Central South Carolina Tara N. Thompson First Citizens Bank & Trust Co Central South Carolina Lejla Miller First Citizens Bank & Trust Co Charlotte Sandra Hansen Yadkin Valley Bank & Trust Co Charlotte Chad L. Wright BB&T Charlotte Robert L. Cowgill StellarOne Bank Richmond Juae Son Xenith Bank Richmond Timothy J. Neville BB&T Triad Annemarie Dloniak Carolina Bank Triad Michael V. Ruggiero Carolina Bank Triad John H. Walters Carolina Bank Triad Miriam W. Platten BB&T Triad Jed W. Orman NewBridge Bank Triad Bradley B. Bender BB&T Triad J. Edward Woodall Carolina Bank Triad Deana J. Fowler BB&T Triad David T. Dillon BB&T Triad Jami L. Myers BB&T Triad Meagan E. Calhoun BB&T Triad Kathleen G. Robinson BB&T Triad Stephen R. Garrett BB&T Triad Randall Jenkins Bank of North Carolina Triad Jamie Garris III BB&T Triad Christopher Collins Carolina Bank Triad Kathryn C. Watson Carolina Bank Triad David Guise Carolina Bank Triad Joy M. Fisher Carolina Bank Triad Bruce G. Hodge Carolina Bank Triad Dean Sexton Carolina Bank Triad

New Professional Members Erin K. Lungren Carruthers & Roth PA Triad

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Loan Portfolio Stress Testing – Neil Stanley, Notes from the Carolinas- Web Equity Solutions Virginias Definition of stress testing: a form of testing that is used to determine the stability of a given system or Spring RMA Conference entity. It involves testing beyond normal operational Myrtle Beach, South Carolina capacity, often to a breaking point, in order to observe April 28-29, 2011 the results. Bankers must understand what “crashes” BJ Moss would look like. Key piece is communication with your borrowers beyond the cash flow coverage to The 2011 Spring Conference was held in Myrtle identify new variables to test. If you change the Beach on April 29th and 30th. Our keynote speakers vacancy rate, overhead, cost of fuel, etc., you will see were David Coxon the president and CEO of State that some borrowers on the edge no longer make the Bank of Georgia, Fayetteville and the then current grade – so doing stress testing can help in the loan Chair of RMA , Mark Vitner a managing director approval process. This can move you from a broad and senior economist at Wells Fargo and K.C. pass/fail methodology to a more refined one. You Conway an executive managing director of Colliers should have an intellectual curiosity about what effect International. David gave a banking update while stresses will have on current and potential borrowers. Mark’s and Casey’s talk centered on the economy. Documentation, Developers, and Distressed Our sponsors lead roundtable discussions on stress Debt – David Warren, Poyner Spruill LLP testing, loan documentation, SBA lending and auctions as a disposition strategy for workouts and Warren discussed several issues and pitfalls his clients foreclosure. have been encountering: 1. Lenders are not verifying corporate We had 56 to attend the conference. Due to the governance documents, such as borrowing content six hours of continuing education was resolutions. approved for the event. 2. The use of “boilerplate forbearance agreements are not protecting banks in court. In his opening remarks, RMA Chairman David R. 3. Courts are voiding deeds of trust in Chapter 7 Coxon provided his spin on the financial crisis: bankruptcy cases due to improperly identified real estate. • Causes: liberal underwriting, high leverage, 4. "Dirt for debt" in bankruptcy cases using the rapid growth, and concentrations. wrong type of appraiser to evaluate the "dirt". • Lessons learned: concentrations kill; no In some cases courts will not allow the substitute for sound underwriting; liquidity transaction, leaving the lender with a portion can disappear rapidly; profile of risk unsecured. management (RM) needs to be raised; more 5. Participation agreements need to be clearer – risk expertise is needed on bank boards; are being tossed except in cases of extreme incentive comp systems must focus on risk/ negligence. reward; need for “risk appetite” statements; 6. Note sale agreements - Banks must have a correlations are complex and matter; CEO solid confidentiality agreement prior to should promote management’s responsibility disclosing any loan/borrower details and for risk; RM is everyone’s job. scrub files prior to the purchaser performing • Effects: more regulation (Dodd Frank Act); due diligence. higher capital requirements; higher liquidity 7. Asset-based lending agreements are weak in requirements; and higher standards for RM. most banks and courts are not sympathetic to • Expectations going forward: risk appetite lenders who did not adequately protect statements; improved stress testing; improved themselves or properly administer the ABL risk governance; and improved reporting relationship. (data, data, data).

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SBA Lending – Charles Cleary, Director - Self before the recession. We have 7.3 million less Help Ventures Fund and Sally Robertson, workers than prior to the recession. Large portions President - Business Finance Group of the United States continue to face serious unemployment issues. A large number of people are SBA 504 loans are available through Certified remaining unemployed for longer periods of time – Development Corporations (CDCs) and they 6-to-7% of unemployed are for 27 weeks or more typically fund 40% of a total fixed asset project for (6.1 million). Manufacturing areas are down and also growing or new small businesses in conjunction with have a high percentage of people without a high bank financing of 50% and borrower equity of 10%. school education (44% of the people along the I95 CDCs will help banks by screening projects for corridor). eligibility; developing and underwriting the loan structure, working closely with the bank and Increased corporate profits have resulted from cost customer; submitting loan applications and obtaining cutting, but these are largely behind us and it will be SBA approval; closing the loan and overseeing tougher going forward. Compensation costs are funding disbursement to the bank; and conducting stable but the cost of health-care retirement benefits annual servicing of 504 loans. Benefits include is accelerating. Agriculture and natural gas in the providing innovative approach to attracting/retaining middle of the country are doing well. The DC customers; strengthens customer relationship; housing market is coming back some. Greece will provides low LTV and first lien on project assets; default on its debt – it has done so more than any stronger cash flow for clients who might other get other sovereign country. higher rates; and participation in deals that the bank would not do under standard underwriting practices. Gasoline prices are fueling inflation expectations but Benefits to the customer include: long-term, fixed so far this is not a big concern. Mortgage rates are rate; up to 90% financing (thus low down payment); near an all-time low. Spreads are at more normal attractive blended rate; finance soft costs; and the levels so bond issuance is strong. Think housing CDC manages the SBA process and prepares all SBA starts have bottomed but won’t get back to “normal” documents for 504 loans. until 2015 as various foreclosure moratoriums and tax incentives that have supported activity are over. Nontraditional Disposition Processes for Workout and Foreclosure – Bill Londrey, Real Estate Update – KC Conway, Executive Partner and Senior Executive Vice President - Managing Director - Real Estate Analytics Tranzon Fox Colliers International

Company sells real estate and works through The long-term average cap rate from 1965-2010 is auctions, sealed bids, and online auctions – whatever 9.50%. A 200 basis point drop in cap rate drops is proven to work for a particular type of property. value by 25%. The March 2011 CMBS mortgage Want to help bankers focus on what can be done delinquency rate is 9.42% - an all-time high versus before something becomes other real estate owned. expectation of 3-4%. A 50% decline in retail lot Properties in which there is a lot of interest right now prices results in an 80% decline in land value. include: mobile homes, multiple family, partially completed homes, and rural/timber/agricultural Less construction may not be a bad thing given some land. of the projects versus appraised values. KC went over several appraisals – in some cases he got the Economic Update – Mark Vitner, Senior appraiser to admit he/she had not physically Economist - Wells Fargo Securities, LLC inspected the project. Inconsistencies were not picked up by the lending bank due to a lax The economy ended 2010 strong and is solid going construction management process, a weak into 2011. But it will not grow past 3% until administrative appraisal review program, and no residential recovers. An enormous output gap physical inspection of collateral for a year. remains in place, but we are producing more than

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Age Ready – Preparing for a New World of an advertisers. He urges us to look at “senior” lifestyles Older America – Matt Thornhill, Founder/ and behaviors as they are today, instead of focusing Pres. -Boomer Project on age.

Some stats: One out of every seven drivers on the road is over 65 years old; there was an increase from 47 to 78 years in the average lifetime from 1900 to 2000; someone turns 50 every seven seconds. Marketing has been focused on the 18-49 segment, 50+ are termed “seniors” and are considered dead by

2012 Spring Conference

April 27 to April 28, 2012 At Williamsburg Lodge Williamsburg, VA

The Carolinas Virginias Chapter 2012 Spring Conference will be held in Williamsburg, Virginia at the famous Williamsburg Lodge on April 27 and April 28, 2012. This year’s conference will offer a mix of general sessions and breakouts bringing national and regional expertise to you and your institution to deal with today’s banking issues and help prepare for tomorrow’s. Please mark your calendars to attend the conference. Rooms at the lodge will be made available at a special conference rate of $199.00 per night for the deluxe room or $249.00 for a suite. The room block is available until March 26, 2012. The fee for this year’s conference will be $295.00 per participant and $50.00 for a spouse to attend. This is a real bargain for the amount of education that you will receive and includes a Friday night reception, breakfast on Saturday, and a reception and gourmet banquet on Saturday. Additional details will be made available early next year. This will truly be an outstanding event!

For more information on the Conference, Conference Chairperson:

Mike Hendricks NewBridge Bank 336-369-0908 [email protected]

or for more information on Williamsburg Lodge, please go to their website: http://www.colonialwilliamsburg.com

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MITIGATING LENDER LIABILITY RISKS By: C. Grigsby Scifres

There are many aspects of banking today that keep bankers awake at night, but one of the most troublesome is the potential for an obligor or some third party involved in a financing transaction to assert a claim for damages against the bank. Various claims of lender liability originated in the 1980’s and have grown into common law and statutory theories used to impose liabilities on lenders. Such claims can arise throughout the various stages of a financing transaction – negotiation, origination, modification, enforcement, foreclosure and bankruptcy. Quite frequently lender liability theories are asserted in the form of counterclaims to stall recovery, assert leverage or augment the position of a claimant. In addition to exposure to monetary damages, there are significant legal and administrative costs that are incurred when defending such claims.

The following are categories of traditional theories of lender liability:

• Breach of contract: These are the most commonly litigated category of claims. These claims arise when the lender’s actions to not sync up with its loan documents and include allegations of a breach of a commitment to lend, extend or modify a loan; improper acceleration of a loan; refusal to advance funds; inadequate notice of exercise of remedies; and enforcement of verbal agreements. Keep in mind that deviations from the requirements in the loan documents can become a course of dealing that is determined to alter the contractual terms of the loan documents. • Breach of obligation of good faith and fair dealing: The Uniform Commercial Code, which is applicable to financing transactions, imposes both objective and subjective standards on the parties - honesty in fact and observance of reasonable commercial standards of fair dealing. This means that lenders must exercise discretion reasonably and should not act in an arbitrary, capricious or unreasonable manner. • Breach of fiduciary duty: A lender’s actions or statements can create situations where an obligor relies on the lender. This can arise when the lender is in a sales mode and touts particular expertise that is available to its customers. A key point to keep in mind is that these types of claims arise in participation arrangements and the lead lender always should expressly disclaim any fiduciary obligations to the participant lenders. • Fraud and misrepresentation: These problems arise when an obligor argues that the lender has been deceptive in some manner. If a lender makes a representation that is material, false, the lender knew it was false or made it recklessly without knowledge of its accuracy, made with the intention that it should be acted on by the obligors, the obligors reasonably relied and damages were incurred, then a lender has exposure for this type of claim. • Economic duress: These types of claims are based on fact patterns where a lender allegedly coerces obligors into making a decision which leads to financial injury. Allegations often come up in situations where the lender threatens foreclosure or refuses to fund advances under a line of credit unless the obligors take certain actions. If the lender does not have the legal right to take the threatened action, then exposure to a lender liability claim is created if the obligors incur damages. • Improper control: Claimants have used a so called “instrumentality theory” to allege that the lender exercises sufficient control over the obligor’s day to day operations that in effect the lender has stepped into the shoes of the customer. This typically arises in problem loan situations where a lender goes beyond funding advances and monitoring a borrower’s affairs and actively becomes involved in dictating business actions by the customer. • Equitable subordination: The United States Bankruptcy Code provides that if a court finds that the lender is engaged in inequitable conduct resulting in unfair advantages to the lender or injuries to other creditors or constituents in the bankruptcy case, then the court has the power to subordinate the lender’s lien priority and/or rights to payment to the creditors or constituents who were harmed by the lender’s actions.

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• Statutory liabilities: These typically arise either in the environmental law area or under the RICO Statutes. Again these types of issues are generally are associated with problem loans and require awareness of the red flags to avoid pitfalls.

Warning Signs: Some typical red flags that indicate the potential for a lender liability claim include:

• Obligors complaining about lender’s actions including that the lender does not understand the customer’s business. • Obligors criticizing loan documentation or accusing the lender of distrust. • Obligors attempting to intimidate lender representatives directly or through an attorney. • Obligors do not communicate openly, particularly about business issues, and often overreact to minor issues. • Obligors blaming others for problems and will not assume responsibility. • Obligors failing to keep appointments or return phone calls, often claiming not to have received messages. • Obligors with unrealistic perception of the worth of the business, or that the lender is obligated to continue to lend regardless of the financial condition of the business.

Mitigation Tips: Some steps to mitigate the risks for potential lender liability claims include the following:

• Adhere to published policies and procedures. • Whenever possible, have 2 lender representatives attend negotiations with the customer. • Have ground rules for meetings that at a minimum make clear that despite the breadth of discussions or that agreement may be reached on certain issues, nothing is binding on any party until agreement is reached on all issues, and such agreement is in writing and is signed by all necessary parties. This can be as formal as a pre-negotiation letter agreement or as simple as confirming these basic ground rules by email with all meeting participants. • Be sure that all necessary approvals are in place before providing a binding commitment. Terms sheets, letters of intent and other proposals should conspicuously state that they are non- binding and are not commitments to lend. • Document changes with modification agreements signed by all parties, and have guarantors reaffirm their guaranties in conjunction with any modification. • Include a waiver of claims provision in all modification agreements. • Write internal and external memos and emails professionally – be fair, objective and dispassionate – ask yourself what your internal communications would sound like if they were read aloud in a courtroom. • Never act precipitously – communicate early and often to avoid surprises. • Provide notice and a reservation of rights before changing any course of performance. • Do not make unrealistic demands or set unreasonable deadlines • Use key milestones in the life of the credit (renewal dates, delivery of financial documentation, modifications, covenant testing, etc.) to scrub your loan documentation and lien priority, and re- underwrite the credit. • Formal notices should be given by the lender, rather than a representative of the lender, in full compliance with the notice provisions of the loan documents. • Do not threaten action that you are not fully prepared and authorized to take – mean it when you draw a line in the dirt. • Never discourage an obligor from consulting a legal advisor or bringing an attorney into negotiations. • Remember that all electronic data is fully discoverable in litigation.

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• Avoiding lender liability claims is all about an ounce of prevention. Keep in mind that lender liability claims can be brought by parties other than borrowers and guarantors, such as general contractors in a construction loan. Although claims against lenders frequently are not successful, lenders face burdensome costs defending such claims. Being careful and thoughtful will minimize the risk to your institution and the risk of making a career limiting move. When red flags arise or a credit is identified as a problem loan, then retaining experienced workout and bankruptcy counsel will go a long way toward minimizing the risk of successful claims.

Grig Scifres is a partner in the Financial Services Section of Williams Mullen, a business law firm with offices through Virginia, Washington D.C., and Eastern North Carolina. His practice focuses on financing, enforcement transactions and creditor’s rights. For further information, he can be reached at 757.473.5370 or [email protected].

2010 -2011 RMA STAR Award Winners Your Carolinas-Virginias Regional Chapter earned a 2010/2011 Gold STAR Award under the leadership of Sally B. Robertson of the Business Finance Group, Inc. The following Carolinas-Virginias local chapters were honored with STAR Awards for last years performance: PLATINUM LEVEL Charlotte Chapter, Charlotte, North Carolina - led by James E. Clark of Ernst & Young LLC Hampton Roads Chapter , Virginia Beach, Virginia - led by C. Grigsby Scifres of Williams Mullen GOLD LEVEL Eastern North Carolina Chapter, Fuquay Varina North Carolina - led by Matthew T. King, CRC, of Fidelity Bank Potomac Chapter, Fairfax, Virginia - led by Jason Paisley of the Business Finance Group, Inc. Richmond Chapter, Richmond, Virginia - led by Tim Robinson of Fulton Bank Southwest Chapter, Roanoke,Virginia - led by Misty R. Lester of Valley Bank SILVER LEVEL Triad Chapter, Winston-Salem, North Carolina - led by Jennifer H. Johnston, CRC, of BB&T Great Smokies, Waynesville, North Carolina - led by Lacy A. Cross of Oldtown Bank

CONGRATULATIONS TO ALL THE AWARD WINNERS!!!

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2012 Article Writing Competition

The annual RMA article writing competition is underway. The Carolina-Virginias regional chapter will have a competition again this year. Phil Hains, CRC, First Citizens Bank announced the 2012 schedule at the recent CAVA regional Board meeting:

• First Prize: $500.00, and winning paper sent to RMA national • Deadlines: Papers must be received by Friday, April 21, 2012 • Send Articles to: Phil Hains, SVP First Citizens Bank 128 S. Tryon St. Charlotte, NC 28202 • Questions: e-mail Phil at phil.hains@firstcitizens.com

Chapter Presidents received a tool-kit on the competition in October with information on the national competition, how to run a local competition, and promotional materials as well. As RMA and industry leaders, the best way to encourage quality articles, that further industry knowledge (the whole purpose of the competition), is to recruit colleagues one-on-one. So, if you are, or if you know someone in your chapter, or organization who is a good writer, a topical expert, or passionate about an issue of importance to our industry, encourage them to enter this competition.

Events Calendar

Credit Risk Management Audio Conference Series • October 25, 2011 - Issues in Lending to Wealthy Individuals • November 15, 2011 - Stress Testing for Community Banks • December 13, 2011 - State of the Commercial Real Estate Market • January 10, 2012 - The Boundaries Between Credit and Operational Risk • February 14, 2012 - Role of the Board in Risk Governance • March 13, 2012 - What Community Bankers Need to Know about Operational Risk • April 10, 2012 - Aligning Risk Management and the Line of Business • May 8, 2012 - How to Leverage SBA Lending in Your Institution • June 12, 2012 - State of the Art Practices in Credit Review

Time: All audio conferences will be held at 1:00p.m. eastern time (10:00 a.m. pacific time).

Fees (multiple listeners permitted free on the same line)

• RMA Individual Members: $850 for all nine audio conferences; $100 each for five to eight selected audio conferences; or $120 for each selected audio conference up to four (per telephone line). • RMA Members: $920 for all nine audio conferences; $110 each for five to eight selected audio conferences; or $130 for each selected audio conference up to four (per telephone line). • Nonmembers: $1300 for all nine audio conferences; $150 each for five to eight selected audio conferences; or $180 for each selected audio conference up to four (per telephone line).

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Regulatory and Legislative Updates Audio Conferences • November 28, 2011 • January 23, 2012 • March 19, 2012 • May 14, 2012 • June 18, 2012

Time: All audio conferences will be held at 2:00 p.m. Eastern Time Fees (multiple listeners permitted free on the same line)

* For individual audio conferences only • Associate Members: $85 (per telephone line). • Nonassociates at Member Institutions: $95 (per telephone line). • Nonmembers: $115 (per telephone line). • Nonmembers: $115 (per telephone line).

* For the entire Regulatory and Legislative Update Series • Associate Members :$330 for all five audio conferences (per telephone line). • Nonassociates at Members Institutions: $370 for all five audio conferences (per telephone line). • Nonmembers: $500 for all five audio conferences (per telephone line).

2012 Economic Outlook January 13, 2012 - Dr. Jeffery Lacker, Federal Reserve Bank of Richmond President Omni Hotel, 100 South 12th St., Richmond, Va 23219 11:15 a.m. - 12:00 p.m. Registration 12:00 p.m. - 1:30 p.m. Lunch and Presentation Contact: Courtney Bailey, 804-697-8608

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