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Borrower's Name: Blyn Il Holding LLC (continued)
nuledt that the maritinte lien hag precedence-over the bank’s first preferred ship mortgage. The borrower
filed for bankruprey protection in August 2010 nad the litigation between the borrower and the shipyard
has. been moved to the bankniptoy court, ‘The banloupicy court has allowed the guarantors to continue te
take’ principal and interest payments on fhis dé, ‘yhich amounts to “dip financing”. A bench trial is
‘Scheduled for the fourth quarter 2011 in Galveston. In July 2009 one of the guaruntors (Blake T. Liedtke}
mate a $1.5 million principal reduction to the loan and was released from his guaranty. At this poiat, the
loan is basically unsecured.
The bowower is a single purpose entity created to hold the yacht, It is owned and guaranteed
G. Taylor TI, Lawsence Berry, and Josepli (Tody} McCord, and the source of repayment is fromby theRobert
guarantors,
Guarantor Allen L,. Berry’s FS dated May 31-2010 shows cash of $6.5 million, with other major assets”
séntered in-clogely held companies totaling $80.5 million, and equipment held for sale $3.2 million.
ON
Divect liabilities aré $5.4. iltion, with NW $38.8 million, Berry docs adi detail his contingent fiabilities.
No current cash flow was presented, but a 2009 tax return shows AGI of $3 million, primarify from
salaries £3.9 million and business income $3.7 million.
Guarantor Joseph D. MeCord's F5. dated 12-31-10 reflests cash of $90 thousand (down. from $320
thousand a year ago) and investmetit yecutities of $2 million (no detail provided), Other significant assets
are AUR $2.4 million, RE and oil/gas partnerships $4.3 million, and personal residences $2.7 million,
Liabilities totated $618 thousand, and NW was $11.2 oillion, Inico for 2010
mé was reported af $1.8
‘million, Expenses aid personal withdrawals ($1.7 mi ion,
Mion) totaled $2 talllion, for a $200 thousand deficit
and decrease in-net worth, Contingent fiabilitiés totaled $3.3 million. MoCord is his
contingencies, siace he ont ly shows 1/3 of‘this bank’s debt, oven though hie is jointly and severally lisble
on the entire debt,
Robert G. Taylor II’s outdated 2-20-10 FS shows cashof $99 thousand and shares in bank stock not
traded ou u public exchange $2 million, The remainder of his wealth is concentratal in RE investments
345 million, personal residences $14.3 million. Other Assots $65.2 million (ao detail) and retirement
accounts $1.7 miflion. Direct liebilities are $11.4 million, with a NW of $123.5 million, Contingeat
Habitities are substantial at $26.2 million. No current income information is provided.
CONFIDENTIAL ENBKO93566
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om,
ENCOREBANK
Board of Directors Meeting
July 28, 2011
Report from Asset Classification Committec
Background,
a. ‘The Board has appointed an Asset Classification Committee (the
“Committee”) to conduct internal asset reviews and make decisions for the
classification of assets and establishment of reserves in accordance with an.
approved Asset Classification Policy, A Special Assets Commitice CSAC”)
has been appointed to assist in fulfilling its oversight cesponsibilities Telated to
the Bank’s loan portéclic.
,
“NS Se -
b The Committee met on Junc 21, 2016 and July 20, 2011
eport, The following key data as of June 30, 2011
a as a percentage of loans from 2. 94% at March
Loan delinguengies decreased
31, 2010 to 1.77% at June 30, 2011; while reflecting a $10.6 million decrease
in delinquencies and a $25.7 million increase in the loan portfolio. (Enclosure
b
Classified Loans. Based on the review of loans, $10,174 milzion were
identified es Special Mention (Criticized), $37.780 million as Substandacd,
and $6.0 million as Doubtful (Classified), for total Classified Loans of
$37.780 million, which compared to $54.744 million at March 31,2011 and
$115.205 million as of une 30, 2010. (Enclosure 2)
Nonperforming as: were $23.7 million, or 1.70% of outstanding loans and
investments in real estate at June 30, 2011 compared to $35.0 million, or
2.95% at Mare 31, 2011 This amount is down from $77.815 million and
6.11% as oF June 30, 2010, (Enclosure 3}
The allowance for loan losses was $19.1 million, or 1.97% of total loans, This
was a decline from the 2.03% of total loans as of March 31,2011. The
Committee reviewed both quantitative and qualitative loss factors and
considered the allowance to be adequate. (Enclosure 4)
DAWorksamel CSADvelploada3 7892075 337842073 v3. doo
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we fe eee etn oan ome
ENC@REBANK’
Board of Directors Meeting
Fuly 28, 2011
Report from Asset Classification Comreittes
Concentrations. Management continually monitors the loan portfotlic to
insure that any concentrations withia the portfolio fall within Board approved
limits. The concentrations are monitored through seventeen different
components of the portfalio, including four components in the Commercial
Loun area, eight components in the Commercial Real Estate area, and five
components in the Consumer area. As of June 30, 2011, all seventeen
components are in compliance with Board approved limits.
(Enclosure 5}
Exceptions. In a review of data compiled as of funo 30, 2011, policy
exceptions were identified on a cumulative basis at 27.4% af Total Loan
Commitment, which is in excess of the 15% policy exception threshold set by
the Board, Of the exceptions identified, 38% are concentrated in three (Credit
Scores, LTV & Other) of the eleven categories currently being tricked and
reported. The continued increase in this number is suggestive that there may
items that would be more correctly classified as procedural exceptions rather
than the policy exceptions being reported. ‘To validate this supposition,
executive management of the Bank is undertaking a review of the tracking
policy to insure that the more critical policy exceptions are reported to the
Board on a recurring aad consistent basis.
Supervisory Aggregate LTV exceptions ave tracked monthly in six different
categorie Raw Land: (6594), Land Development (73%), Non-xesidential
Construction (8034), 1-4 Family Construction (85%), Improved ‘Property
(85%) and Owner-occupied 1-4 family & Home Equity (90%) to determine
jhe quantity of loans in the portfolio that exceed the eslablished supervisory:
a limits (noted in parenthesis above). Regulatory guidance establishes that the
{otal dollar amount of these exeeptions cannot exceed 100% of Risk Based
Capital for the entire loan portfolio, and 30% of Risk Based Capital tor the
entire loan portfolio excluding loans secured by 1-4 family structures. As of
6/30/2611, Encore was under the ratio maximum with teported loans at 46%
of the 100% Risk Based Capital cap, and 47.3% of the 30% Risk Based
Capital.
TD sWerkapanetTiC 5\0ecUplead 337032075 2972073 93.400
CONFIDENTIAL ENSKGO3S68
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ene - i shades ot nee oe we
ENC@REBANK:
Board of Directors Meeting
July 28, 2011
Report from Asset Classification Comunitise
SAC Report. The Special Assets Committee (“SAC”) met during the
quarter on a weekly basis fa review problem loans and owned real estate
properties (“ORE”). Strategies for problem loan resolution and disposition of
ORE are developed and reported to the Commiitee. A status report was
presented, including updates on © Ga (i) Blyn 1 Holdings,
LLC, Gi} Second Morte: BO rifolin management, and (iv) ORE
praperties, including and Properties. Also reported were
updates on the foreclosure, the auction af property
Incated on Lake Travis, Texas, recoveries on twa foreclosed properties, and a
recent sales transaction whereby the Banks sold the existing debt it held on the
follow! borrowers: TLC,
Action Reguired, Accept report of the Asset Classification Committee,
Enclosures:
(1) Delinquent Loan Trends
(2) Classified T.oans
(3) Nonperforming Assets
{4) Allowance for Lean Losses
(5) Loan Portfolio Concentration Limits
(6) Exceptions Reports and Supervisory Loan-to-Value Limit Repors
i
DNWerkepere\DCS\Deet
ploah23 7822075 A37852075 v3 doc
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— date yeeait wo tt
ENC@REBANK’
Board of Directors Meeting
July 28, 2011
Executive Summary - Litigation Report
5. Crimson Yachts vy. The Motor Yacht BETTY LYN
Counsel. Bracewell & Giutiani LLP
Lyons, Pipes & Cook, B.C, (Alabama)
Summary. On Angust 1, 2006, the Plaintiff entered into a contract with
BLynil for the refurbishment, rehabilitation, overhaul and outfitting of a
motor yacht (thé “Vessel”}. On March 28, 2007, BLyn If, as owner of the
Vessel executed a ship mortgage in favor of the Bank to secure indebtedness. os,
se
On June 5, 2009, Plaintiff filed 2 iawsuit against BLyn Il Holding, LLC to
foreclosure its macitic lien against the Vessel. The Bank has been made a
party to this litigation by the Plaintiff, Plaintiff filed for bankcuptey protection
and all existing litigation has been stayed. All existing litigation has been
consolidated into the Plaintiff's bankruptey case. The Bank has filed suit
against the guarantors, BLyn IL Holding, LLC, to collect on the guarantees,
Trial has been scheduled for carly 4QL1.
&
DWorkspacdCSMonphnad
1025915498, 10888 15852. v4 dos
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a ate —— Lewneeee
r
Documents pertaining to BLyn Holdings, LLC
Source: Encore Bank Board Meeting
Date of Meeting: _ PP pify
CONFIDENTIAL EN8K003571
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~ - - — senso cence
ENC@REBANK'
Board of Directors Meeting
October 27, 2011
Executive Summary - Litigation Report
Background. Management reports to the Board of Directors the status of
lawauits to which the Bank (or its affiliated company) is a party,
A tepart on each of the following matters is attached as an
Exhibit:
e vy. Encore Bank, N. A,, etal .
222. Encore Bank, N. A., et al consolidated with
Encore National Bank v,
e Encore Bank, N.A, v. a
e Crimson Yachts v. Betty Lyn H, et al
: aE.
Encore Bank, N. A.
Encore Bank, N. A.
a Encore Bank, N. A.
e Encore Bank, NA. V.
@ Eric Hamilton Hoke v. BAC Home Loans Servicing, et al.
e v, Encore Bank, N. A., ctal
Encore Bank, N. A. v. <—aaiaimaes
(NP. Encore Bank, N.A.,ct al.
Mv. Encore Bank,N. A. (d/b/a Encore Trust)
eae. Vown & Country Insurance
Se. Lown & Country Insurance
2. Action Required, Ne action required; information only,
Exhibit: Litigation Report as of 10-27-11
447 of 483 - Encore Bank Board Meeting 10/27/2011
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oe ~
TITLE: Crimson Yachts.an unincorporated division of Worizon
hipbuildi: Inc. abama corporation y. The M. © Yacht
BETTY LYN I, Official No, 555036, her engines, tackle, and
apparel presently located aboard said vessel, etc.. i n rem, nnd
BLyn 1 Holding, LLC, a Texas limited lability company, in
personam
COUNSETE: Douglas A. Daniels
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2900
Houston, TX 77002
713.223.2900
William J, Gamble, hr.
Lyons, Pipes & Cook, PC
2.N. Royal Stecet
Mobile, Alabama 36602
251.432.4481
SUMMARY: On August 1, 2006, the Plaintist entered into a contract with BLynll
for the refurbishment, rehabilitation, overhaul and outfitting of the
Vessel. On March 2%, 2007, BLyn UU, as owner of the Vessel
executed a ship mortgage in favor of the Bank to secure
indebledness. Ou March 26, 2008, the Defendant breached the
original contract therefore deeming the Plainti{f- entitlement to a
marilime lien against the Vessel. Plaintiff claims that its suaritime
lien is parathounit and superior to the ship mortgage: On June 5,
2009, Plaintiff fled a lawsuit against BLyn dl Holding, LLC CBLyn.
1), a customer of the Bank, to foreclosure ifs maritime lien against
the motor yacht Betty Lyn Il (the Vessel”). The Bank has been
made a party ty this litigation by the Plaintiff,
KEY EVENTS; Plaintiff filed for bankruptcy protection and all existing litigation
wes stayed, The Borrower's Motion to Stay the Alabama trial was
denied by the Court, All existing litigation has been consolidated
into the Plaintiff's batkruptcy case. ‘The Bark has fled suit- against
the guarantors, BLyn I Holding, LLC, to collect on the guarantees.
STATUS: ‘The consolidated trial commenced in bankruptcy court on September
12, 2011, The judge heard final arguments from all parties on
September 23, 2011. A decision is pending.
453 of 483 - Fncore Bank Board Meeting 10/27/2011
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ve ve ste npn
ENC@REBANK:
Board of Directors Meeting
January 25, 2012
Executive Summary - Litigation Report
1 Background. Management reports to the Board of Directors the status of
litigation matters to which the Bank (or its affiliated company) is
a party. A report on cach of the following matters is attached as
an Exhibit:
‘eae. Encore Bank, NM. A. etal
© Qs. Encore Bank, N, A., etal consolidated with
Encore National Bank v.
® Crimson Yachts v. Betty Lyn IL, et al
Encore Bank, N. A.
Encore Bank, N. A.
v. Encore Bank, N. A.
Encore Bank, NA.
Encore Back, NA. vr
Eric Hamilton Hoke v. BAC Home Loans Servicing, et al.
v. Encore Bank, N. A., et al
e Encore Bank, N. v.
mncore Bank, N.A.,ct al.
e 'y. Encore Bancshares, Inc., et al
‘oes
= aa.
vy. Encore Bank, N. A. (d/b/a Encore Trust)
Town & Country Insurance
Town & Country Insurance
¢ Linscomb
& Williams, Inc. and Encore Bark, N.A. v. or
2. Action Required. No action required, information only.
Exhibit: Litigation Report as of 1-26-12
69 of 229 - Encore Bank Board Mecting 1/25/2012
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os Sot Spe vite sae nate ve Latimer
Exhibit A
Encore Bank, N.A.
Litigation Report
: January 25, 2012
wv. Encore Bank, N. A.
N, A., et al consolidated with
Encore National Bank v.
Crimson Yachts v. Betty Lyn if
. Encore Bank, N. A.
. Encore Bank, N. A.
L- .
vy. Encore Bank, N. A.
Encore Bank, N. A. v-
9. Encore Bank, N. A. v.
10. Eric Hamilton Hoke v. BAC Home Loans Servicing et al.
i. v. Encore Bank, N, A.
12. Encore Bank, N. A. v.
3 . Encore Bank, et al, -
14. . Encore Banieshares, et al
15. jy. Encore Bank, N, A. (d/b/a Encore Trust)
16. . Town & Country insurance
17. . Town & Country Insurance
18. Linseomb & Williams, Inc. and Encore Bank, N.A. v @aamamemmmmmamam
\icbeorpisf I\public\Compliance\PrivalciRe wiselSsareNLLTIGA TION Outstanding Litigation List 2012.docx
70 af 229 - Encore Hank Board Meeting 1/25/2012
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ot sem
TITLE: am uni ion of Berizon
building, Tne, «a0 corporation y. The a Yaeht
ETTY LYN. Ii, Official No. er en és, tackle, and.
apparel present! ‘ied aboardsaid vessel i
persona
COUNSEL: Douglas A. Daniels
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2900
Houston, TX 77002
713.223.2900
William J, Gamble, Ir.
Lyons, Pipes & Cook, PC
2N. Royal Street
Mobile, Alabama 36602 _
252 432.4481
CASE MANAGER: Juha Lingor
SUMMARY: On August 1, 2006, the Plaintiff entered into a contract with BLyall
for the refibishment, rehabilitation, overhaul and outfitting of the
Vessel. On March 28, 2007, BLyn Il, as owner of the Vessel
executed a ship mortgage in favor of the Bank to secure
indebtedness. On March 26, 2008, the Defendant breached the
original contract therefore deeming the Plaintiff eaddement toa
fiariime lien against the Vessel. Plaintiff claime that its maritine
lienfs paraandkicu the ship mortgage. On June 5,
superior toat
2005, Plaindiff filed a lawsuit against BLys [1 Holding, LLC (“BLye
11”), acustomer of the Bank, to foreclosure its maritime fien agatost
the motor yacht Betty Lyn U (the “Vessel”), The Bank has been
made a party to this litigation by the Plaintiff.
KEY EVENTS: Plaintiff filed for bankruptcy protection and all existing litigation
was stayed. The Bornower’s Motion to Stay the Alabama tial was
denied by the Court. AN existing litigation has been consolidated
into the Plaintiff's bankruptsy case, The Bank fas filed suit against
the guarantors, BLyn H Holding, LLC, to collect on the guarantees.
SraTUSs: The consolidated trial commenced in bankruptcy court on September
12,2011. The judge heard final arguments from all parties on
September 23, 2011. The judge provided a ruling on the case on
PAPrivatelRewise\Ghared LITIGATION Crimson Yachts v. Boty Lynn IM 20 12 Crimson Yacies ¥ Betty Lyn Tidocx
76 of 229 - Encore Bank Board Meeting 1/25/2012
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= wn a ao - be ci
January 6, 2012. as decision found that BLyn owed
$1, 117,385.18 to the shipyard, not including $40,000 in legal foes.
However, the decision also found that the shipyard was negligent in
mmainttining and. the ‘vessel once it was arrested by the
U.S. Marshall and was held in the Shipyard pending otteome of the.
litigation. As wresuli of this uegligence, the court awarded Blyon
with on offsetting jadgment of $1,000,000 thereby reducing the
overall judgment against BLyn to $117,385.18, plus $40,000.in legal
fees, ‘The court niled. that the $117,385.18 is 2 superior lien to the
First Preferred Ship’ s Mortgage (FPSM) held by Encore. The
$40,000 in legal fees do not prime Encore's FPSM. It appears that
there 1g aarithmetic exror in the manner in which the judgment was ~
in the order and that the actual judgment against BLyna
calculated ~~
S,
may actually increase to $173,851.81. The ruling requiced the
counsel for the shipyard to prepare and submit a proposed form of
judgment within ten days from January 6, 2012,
Hdoex
Pilrdivate\RewiseShareLITIGATIONrimson Yachts v. Betty Lynn 101.20 12 Crimson Yaxhts « Betty Lys
77 of 229 - Encore Bank Board Meeting 1/25/2012
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este Senet se *
ENC@REBANK:
Board of Directors Meeting
January 25, 2012
Report from Asset Classification Committee
.
1 Background,
a, The Board has appointed an Asset Classification Committee (the
“Cammiitee”) to conduct internal asset reviews and make decisions for the
classification of assets and establishment of reserves in accordance with an
approved Asset Classification Policy. A Special Assets Committee (“SAC”)
has been appointed to assist in fulfilling its oversight responsibilities related to
the Bank's loan portfolic, ’
é
The Cummittes met on December 16, 2011 to review the individual quarterly
Problem Assets Reports and again January 20, 2012 to review delinquent and
non-performing foans, loan concentrations, risk grades and migrations, an
analysis of the consumer loan portfolio, charge-offs and recoverics during the
4QiL, the Asset Classification Review Summary and to approve the ALLL for
the 4Q11,
2 Report. The following key data as of December 31, 2011:
a, Logn delinguencies. The tend in delinquencies continues on 2 very positive
trajectory as loan delinquencies have decreased as a percentage of loans from
3.25% at Dccomber 31, 2016 to 6.93% st December 31, 2011. These
percentages reflect 2 $20.9 million decrease in delinquencies notwithstanding
a $39.46 million increase in the loan portfolio. (Enclosure 1)
Classified loans,
led 1a Based on the review of loens, $9.363 million were
identified as Special Mention (Criticized), $26.203 million as Substandard
(not including $2,089,928 of OREO), and $0.0 million as Doubtful
(Classified), providing total Classified Loans of $28,293 million. This amount
compares very favorably to $37.780 million at Ime 30, 2011 and $51.406
million as of December 31, 2010. (Enclosure 2)
Nonperforming assets were $12.879 million, or 1.26% of outstanding loans
and investments in real estate at December 31, 2011. This compares favorably
to $18,320 million, or 1.87% at September 30, 2011. The December 31, 2011
amount of outstanding loans and non-performing percentage is down
significantly (§16.226 million and 55.7%, respectively) from $29,105 million
and 3.[6% as of December 31,2010. (Enclosure 3)
The allowance for loan losses was $27.968 million, oc 1.76% of total loans,
This was a decline from the 1.87% of total loans as of Septetnber 30, 2011.
TAS TINSTTATO TENET OTT TT AS encore Bank Board Meeting 25/2012
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— vn a te
ENC@REBANK’
Board of Directors Meeting
January 25, 2012
Report from Asset Classification Committee
The Committee reviewed both quantitative and qualitative loss factors and
considered the allowance to be adequate. (Enclosure 4)
Conceutrations. Management continually monilors the foun portfolio to
jnsure that any concentrations within the portfolio fall within Board approved
Timits. The concentrations arc imonitored through seventeen different
components of the portfolio, including four components in the Commercial Hh
Loan arca, eight components in the Commercial Real Estate area, and five
components in the Consumer area. As of December 31, 2011, all seventeen of
these monitored components ate in corupliance with Beard approved limits
exceptien for one, Permanent Financing - Retail.
(Enclesure 5)
Exceptions. In a review of data compiled as of December 31, 2011, policy
exceptions were identified on a cumulative basis at 27.7% of Total Loan
Commitment, which is in excess of the 15% policy exception threshold set by
the Board. OF the exceptions identified, 20.0% are concentrated in three
(Credit Scores, LTV & Other) of the eleven categories currently being tracked
and reported, The continued increase in this number is suggestive that 1) there
may be items that would be more correctly classified as procedural exceptions
tather than the policy exceptions being reported, and 2) the exceptions
reported at origination are not “correctable” and will continue to be reflected
as exceptions until the loan is repaid. Management of the Rank is undertaking
a review of the tracking policy to insure that the morc critical policy
exceptions are reported to the Board on a recurring and consistent basis.
Supervisory Aggregate LTV exceptions are tracked monthly in six different
atepories: Raw Land (65%), Land Development (75%), Non-residential
Construction (80%), 1-4 Family Construction (85%), Improved Property
(85%) and Owner-occupied 1-4 family & Home Equity (90%) to determine
the quantity of loans in the portfolio that exceed the established supervisory
limits (noted in parenthesis above), Regulatory guidance establishes that the
total dollar amount of these exceptions cannot excecd 100% of Risk Based
Capital for the entire loan portfolio, and 30% of Risk Based Capital for the
entire lean portfolio excluding loans secured by 1~4 family structures. As of
December 31, 2011, Encore was under the ratio maximum with reported loans
at $76,742 million or 54.1% of the 100% Risk Based Capital, and $32,751
million or 77.0% the 30% Risk Based Capital. (Enclosure 6)
DORE PaHATIE STOO SRTOTSATRTF HAG Encore Bank Roord Meeting 1/25/2012
CONFIDENTIAL ENBKDO2602
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cuban mets,
ENC@REBANK’
Board of Directors Meeting
January 25, 2012
Report from Asset Classification Committee
SAC Report. The Special Assets Committees (“SAC”) tact during the quarter
on a weekly basis to review problem loans and owned real estate properties
(ORE”). Strategies for prosfom loan resolution and disposition of ORE are
developed and presented to the Comunittee for review and approval. A status
report was presented, including updates on the following issues: (i) on-going
activities relating to the Summit I/ACM bulk sale of Florida loans and
assets, (ii) discussion regarding the pending bankruptcy court decision on.
Blyn Hi Holdings, LLC, (ii) mumerous discussions regarding Second
ws.
Mortgage/SBO partfolivHELOC management, including vatious requests for
charge-offs and write-downs, (iv) discussion yelating to the default on the
Redonda Holdings loan and strategy regarding resolution, (v} discussion
regarding the sale of the joté to Encore National Bank, {vi}
discussion regarding the relationship, and fiv} various
recommendations and gee IRE properties, including but not
i
fimnited to oa Also reported and
Properties.
discussed were updates on numerous and other varied criticized/classified
assets.
3. Action Required, Accept report af the Asset Classification Committee.
Enclosures:
(1) Delinquent Loan Trends
(2) Classified Loans
(3} Nonperforming Assets
(4) Allowance for Loan Losses
(5) Loan Portfolio Concentration Limits
(6) Exceptions Reports avd Supervisory Loan-to- Value Limit Reports
OCS IORI TET OTIS SSE Encore Bank Board Mecting 1/25/2012
CONFIDENTIAL ENBKOO3604
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ee mens ona bs
Documents pertaining to 8Lyn Holdings, LLC
Source: Encore Bank Board Meeting
nateotmecing — VL 26// 2
CONFIDENTIAL ENBKOO3605,
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Encore Bank, National Association
Beard of Directors Meeting
10:00 a.m. Wednesday, January 25, 2012
Nine Greenway Plaza, Suite 1100, Heuston, Texas
Minutes, ‘The following are the minutes of the above-captioned meeting of the
Board of Directors of Encore Bank, National Association (the “Bank”.
Attendees and Quorum.
6 y
a Directors in attendance, James §. D'Agostine, Ir, Chairman
Carin M. Barth
Charles W. Jenness
J. Bryan King
Walter M. Mischer, Jr.
Preston Moore.
Edwin EB. Smith
Preview
08/30/2013 04:37:11 PM 713-755-1451 Page 1/98 Borrower's Name: Blyn Il Holding LLC (continued) nuledt that the maritinte lien hag precedence-over the bank’s first preferred ship mortgage. The borrower filed for bankruprey protection in August 2010 nad the litigation between the borrower and the shipyard has. been moved to the bankniptoy court, ‘The banloupicy court has allowed the guarantors to continue te take’ principal and interest payments on fhis dé, ‘yhich amounts to “dip financing”. A bench trial is ‘Scheduled for the fourth quarter 2011 in Galveston. In July 2009 one of the guaruntors (Blake T. Liedtke} mate a $1.5 million principal reduction to the loan and was released from his guaranty. At this poiat, the loan is basically unsecured. The bowower is a single purpose entity created to hold the yacht, It is owned and guaranteed G. Taylor TI, Lawsence Berry, and Josepli (Tody} McCord, and the source of repayment is fromby theRobert guarantors, Guarantor Allen L,. Berry’s FS dated May 31-2010 shows cash of $6.5 million, with other major assets” séntered in-clogely held companies totaling $80.5 million, and equipment held for sale $3.2 million. ON Divect liabilities aré $5.4. iltion, with NW $38.8 million, Berry docs adi detail his contingent fiabilities. No current cash flow was presented, but a 2009 tax return shows AGI of $3 million, primarify from salaries £3.9 million and business income $3.7 million. Guarantor Joseph D. MeCord's F5. dated 12-31-10 reflests cash of $90 thousand (down. from $320 thousand a year ago) and investmetit yecutities of $2 million (no detail provided), Other significant assets are AUR $2.4 million, RE and oil/gas partnerships $4.3 million, and personal residences $2.7 million, Liabilities totated $618 thousand, and NW was $11.2 oillion, Inico for 2010 mé was reported af $1.8 ‘million, Expenses aid personal withdrawals ($1.7 mi ion, Mion) totaled $2 talllion, for a $200 thousand deficit and decrease in-net worth, Contingent fiabilitiés totaled $3.3 million. MoCord is his contingencies, siace he ont ly shows 1/3 of‘this bank’s debt, oven though hie is jointly and severally lisble on the entire debt, Robert G. Taylor II’s outdated 2-20-10 FS shows cashof $99 thousand and shares in bank stock not traded ou u public exchange $2 million, The remainder of his wealth is concentratal in RE investments 345 million, personal residences $14.3 million. Other Assots $65.2 million (ao detail) and retirement accounts $1.7 miflion. Direct liebilities are $11.4 million, with a NW of $123.5 million, Contingeat Habitities are substantial at $26.2 million. No current income information is provided. CONFIDENTIAL ENBKO93566 08/30/2013 04:37:11 PM 713-755-1451 Page 2/98 om, ENCOREBANK Board of Directors Meeting July 28, 2011 Report from Asset Classification Committec Background, a. ‘The Board has appointed an Asset Classification Committee (the “Committee”) to conduct internal asset reviews and make decisions for the classification of assets and establishment of reserves in accordance with an. approved Asset Classification Policy, A Special Assets Commitice CSAC”) has been appointed to assist in fulfilling its oversight cesponsibilities Telated to the Bank’s loan portéclic. , “NS Se - b The Committee met on Junc 21, 2016 and July 20, 2011 eport, The following key data as of June 30, 2011 a as a percentage of loans from 2. 94% at March Loan delinguengies decreased 31, 2010 to 1.77% at June 30, 2011; while reflecting a $10.6 million decrease in delinquencies and a $25.7 million increase in the loan portfolio. (Enclosure b Classified Loans. Based on the review of loans, $10,174 milzion were identified es Special Mention (Criticized), $37.780 million as Substandacd, and $6.0 million as Doubtful (Classified), for total Classified Loans of $37.780 million, which compared to $54.744 million at March 31,2011 and $115.205 million as of une 30, 2010. (Enclosure 2) Nonperforming as: were $23.7 million, or 1.70% of outstanding loans and investments in real estate at June 30, 2011 compared to $35.0 million, or 2.95% at Mare 31, 2011 This amount is down from $77.815 million and 6.11% as oF June 30, 2010, (Enclosure 3} The allowance for loan losses was $19.1 million, or 1.97% of total loans, This was a decline from the 2.03% of total loans as of March 31,2011. The Committee reviewed both quantitative and qualitative loss factors and considered the allowance to be adequate. (Enclosure 4) DAWorksamel CSADvelploada3 7892075 337842073 v3. doo CONFIDENTIAL ENBKGG967 08/30/2013 04:37:11 PM 713-755-1451 Page 3/98 we fe eee etn oan ome ENC@REBANK’ Board of Directors Meeting Fuly 28, 2011 Report from Asset Classification Comreittes Concentrations. Management continually monitors the loan portfotlic to insure that any concentrations withia the portfolio fall within Board approved limits. The concentrations are monitored through seventeen different components of the portfalio, including four components in the Commercial Loun area, eight components in the Commercial Real Estate area, and five components in the Consumer area. As of June 30, 2011, all seventeen components are in compliance with Board approved limits. (Enclosure 5} Exceptions. In a review of data compiled as of funo 30, 2011, policy exceptions were identified on a cumulative basis at 27.4% af Total Loan Commitment, which is in excess of the 15% policy exception threshold set by the Board, Of the exceptions identified, 38% are concentrated in three (Credit Scores, LTV & Other) of the eleven categories currently being tricked and reported. The continued increase in this number is suggestive that there may items that would be more correctly classified as procedural exceptions rather than the policy exceptions being reported. ‘To validate this supposition, executive management of the Bank is undertaking a review of the tracking policy to insure that the more critical policy exceptions are reported to the Board on a recurring aad consistent basis. Supervisory Aggregate LTV exceptions ave tracked monthly in six different categorie Raw Land: (6594), Land Development (73%), Non-xesidential Construction (8034), 1-4 Family Construction (85%), Improved ‘Property (85%) and Owner-occupied 1-4 family & Home Equity (90%) to determine jhe quantity of loans in the portfolio that exceed the eslablished supervisory: a limits (noted in parenthesis above). Regulatory guidance establishes that the {otal dollar amount of these exeeptions cannot exceed 100% of Risk Based Capital for the entire loan portfolio, and 30% of Risk Based Capital tor the entire loan portfolio excluding loans secured by 1-4 family structures. As of 6/30/2611, Encore was under the ratio maximum with teported loans at 46% of the 100% Risk Based Capital cap, and 47.3% of the 30% Risk Based Capital. TD sWerkapanetTiC 5\0ecUplead 337032075 2972073 93.400 CONFIDENTIAL ENSKGO3S68 08/30/2013 04:37:11 PM 713-755-1451 Page 4/98 ene - i shades ot nee oe we ENC@REBANK: Board of Directors Meeting July 28, 2011 Report from Asset Classification Comunitise SAC Report. The Special Assets Committee (“SAC”) met during the quarter on a weekly basis fa review problem loans and owned real estate properties (“ORE”). Strategies for problem loan resolution and disposition of ORE are developed and reported to the Commiitee. A status report was presented, including updates on © Ga (i) Blyn 1 Holdings, LLC, Gi} Second Morte: BO rifolin management, and (iv) ORE praperties, including and Properties. Also reported were updates on the foreclosure, the auction af property Incated on Lake Travis, Texas, recoveries on twa foreclosed properties, and a recent sales transaction whereby the Banks sold the existing debt it held on the follow! borrowers: TLC, Action Reguired, Accept report of the Asset Classification Committee, Enclosures: (1) Delinquent Loan Trends (2) Classified T.oans (3) Nonperforming Assets {4) Allowance for Lean Losses (5) Loan Portfolio Concentration Limits (6) Exceptions Reports and Supervisory Loan-to-Value Limit Repors i DNWerkepere\DCS\Deet ploah23 7822075 A37852075 v3 doc CONFIDENTIAL ENBKOO3588 08/30/2013 04:37:11 PM 713-755-1451 Page 5/98 — date yeeait wo tt ENC@REBANK’ Board of Directors Meeting July 28, 2011 Executive Summary - Litigation Report 5. Crimson Yachts vy. The Motor Yacht BETTY LYN Counsel. Bracewell & Giutiani LLP Lyons, Pipes & Cook, B.C, (Alabama) Summary. On Angust 1, 2006, the Plaintiff entered into a contract with BLynil for the refurbishment, rehabilitation, overhaul and outfitting of a motor yacht (thé “Vessel”}. On March 28, 2007, BLyn If, as owner of the Vessel executed a ship mortgage in favor of the Bank to secure indebtedness. os, se On June 5, 2009, Plaintiff filed 2 iawsuit against BLyn Il Holding, LLC to foreclosure its macitic lien against the Vessel. The Bank has been made a party to this litigation by the Plaintiff, Plaintiff filed for bankcuptey protection and all existing litigation has been stayed. All existing litigation has been consolidated into the Plaintiff's bankruptey case. The Bank has filed suit against the guarantors, BLyn IL Holding, LLC, to collect on the guarantees, Trial has been scheduled for carly 4QL1. & DWorkspacdCSMonphnad 1025915498, 10888 15852. v4 dos CONFIDENTIAL ENBKOO3570 08/30/2013 04:37:11 PM 713-755-1451 Page 6/98 a ate —— Lewneeee r Documents pertaining to BLyn Holdings, LLC Source: Encore Bank Board Meeting Date of Meeting: _ PP pify CONFIDENTIAL EN8K003571 08/30/2013 04:37:11 PM 713-755-1451 Page 7/98 ~ - - — senso cence ENC@REBANK' Board of Directors Meeting October 27, 2011 Executive Summary - Litigation Report Background. Management reports to the Board of Directors the status of lawauits to which the Bank (or its affiliated company) is a party, A tepart on each of the following matters is attached as an Exhibit: e vy. Encore Bank, N. A,, etal . 222. Encore Bank, N. A., et al consolidated with Encore National Bank v, e Encore Bank, N.A, v. a e Crimson Yachts v. Betty Lyn H, et al : aE. Encore Bank, N. A. Encore Bank, N. A. a Encore Bank, N. A. e Encore Bank, NA. V. @ Eric Hamilton Hoke v. BAC Home Loans Servicing, et al. e v, Encore Bank, N. A., ctal Encore Bank, N. A. v. <—aaiaimaes (NP. Encore Bank, N.A.,ct al. Mv. Encore Bank,N. A. (d/b/a Encore Trust) eae. Vown & Country Insurance Se. Lown & Country Insurance 2. Action Required, Ne action required; information only, Exhibit: Litigation Report as of 10-27-11 447 of 483 - Encore Bank Board Meeting 10/27/2011 CONFIDENTIAL ENBKEG3574 08/30/2013 04:37:11 PM 713-755-1451 Page 8/98 oe ~ TITLE: Crimson Yachts.an unincorporated division of Worizon hipbuildi: Inc. abama corporation y. The M. © Yacht BETTY LYN I, Official No, 555036, her engines, tackle, and apparel presently located aboard said vessel, etc.. i n rem, nnd BLyn 1 Holding, LLC, a Texas limited lability company, in personam COUNSETE: Douglas A. Daniels Bracewell & Giuliani LLP 711 Louisiana Street, Suite 2900 Houston, TX 77002 713.223.2900 William J, Gamble, hr. Lyons, Pipes & Cook, PC 2.N. Royal Stecet Mobile, Alabama 36602 251.432.4481 SUMMARY: On August 1, 2006, the Plaintist entered into a contract with BLynll for the refurbishment, rehabilitation, overhaul and outfitting of the Vessel. On March 2%, 2007, BLyn UU, as owner of the Vessel executed a ship mortgage in favor of the Bank to secure indebledness. Ou March 26, 2008, the Defendant breached the original contract therefore deeming the Plainti{f- entitlement to a marilime lien against the Vessel. Plaintiff claims that its suaritime lien is parathounit and superior to the ship mortgage: On June 5, 2009, Plaintiff fled a lawsuit against BLyn dl Holding, LLC CBLyn. 1), a customer of the Bank, to foreclosure ifs maritime lien against the motor yacht Betty Lyn Il (the Vessel”). The Bank has been made a party ty this litigation by the Plaintiff, KEY EVENTS; Plaintiff filed for bankruptcy protection and all existing litigation wes stayed, The Borrower's Motion to Stay the Alabama trial was denied by the Court, All existing litigation has been consolidated into the Plaintiff's batkruptcy case. ‘The Bark has fled suit- against the guarantors, BLyn I Holding, LLC, to collect on the guarantees. STATUS: ‘The consolidated trial commenced in bankruptcy court on September 12, 2011, The judge heard final arguments from all parties on September 23, 2011. A decision is pending. 453 of 483 - Fncore Bank Board Meeting 10/27/2011 CONFIDENTIAL ENBKOO2575 08/30/2013 04:37:11 PM 713-755-1451 Page 9/98 ve ve ste npn ENC@REBANK: Board of Directors Meeting January 25, 2012 Executive Summary - Litigation Report 1 Background. Management reports to the Board of Directors the status of litigation matters to which the Bank (or its affiliated company) is a party. A report on cach of the following matters is attached as an Exhibit: ‘eae. Encore Bank, NM. A. etal © Qs. Encore Bank, N, A., etal consolidated with Encore National Bank v. ® Crimson Yachts v. Betty Lyn IL, et al Encore Bank, N. A. Encore Bank, N. A. v. Encore Bank, N. A. Encore Bank, NA. Encore Back, NA. vr Eric Hamilton Hoke v. BAC Home Loans Servicing, et al. v. Encore Bank, N. A., et al e Encore Bank, N. v. mncore Bank, N.A.,ct al. e 'y. Encore Bancshares, Inc., et al ‘oes = aa. vy. Encore Bank, N. A. (d/b/a Encore Trust) Town & Country Insurance Town & Country Insurance ¢ Linscomb & Williams, Inc. and Encore Bark, N.A. v. or 2. Action Required. No action required, information only. Exhibit: Litigation Report as of 1-26-12 69 of 229 - Encore Bank Board Mecting 1/25/2012 CONFIDENTIAL ENBKO02593 08/30/2013 04:37:11 PM 713-755-1451 Page 10/98 os Sot Spe vite sae nate ve Latimer Exhibit A Encore Bank, N.A. Litigation Report : January 25, 2012 wv. Encore Bank, N. A. N, A., et al consolidated with Encore National Bank v. Crimson Yachts v. Betty Lyn if . Encore Bank, N. A. . Encore Bank, N. A. L- . vy. Encore Bank, N. A. Encore Bank, N. A. v- 9. Encore Bank, N. A. v. 10. Eric Hamilton Hoke v. BAC Home Loans Servicing et al. i. v. Encore Bank, N, A. 12. Encore Bank, N. A. v. 3 . Encore Bank, et al, - 14. . Encore Banieshares, et al 15. jy. Encore Bank, N, A. (d/b/a Encore Trust) 16. . Town & Country insurance 17. . Town & Country Insurance 18. Linseomb & Williams, Inc. and Encore Bank, N.A. v @aamamemmmmmamam \icbeorpisf I\public\Compliance\PrivalciRe wiselSsareNLLTIGA TION Outstanding Litigation List 2012.docx 70 af 229 - Encore Hank Board Meeting 1/25/2012 CONFIDENTIAL ENBKGG3599 08/30/2013 04:37:11 PM 713-755-1451 Page 11/98 ot sem TITLE: am uni ion of Berizon building, Tne, «a0 corporation y. The a Yaeht ETTY LYN. Ii, Official No. er en és, tackle, and. apparel present! ‘ied aboardsaid vessel i persona COUNSEL: Douglas A. Daniels Bracewell & Giuliani LLP 711 Louisiana Street, Suite 2900 Houston, TX 77002 713.223.2900 William J, Gamble, Ir. Lyons, Pipes & Cook, PC 2N. Royal Street Mobile, Alabama 36602 _ 252 432.4481 CASE MANAGER: Juha Lingor SUMMARY: On August 1, 2006, the Plaintiff entered into a contract with BLyall for the refibishment, rehabilitation, overhaul and outfitting of the Vessel. On March 28, 2007, BLyn Il, as owner of the Vessel executed a ship mortgage in favor of the Bank to secure indebtedness. On March 26, 2008, the Defendant breached the original contract therefore deeming the Plaintiff eaddement toa fiariime lien against the Vessel. Plaintiff claime that its maritine lienfs paraandkicu the ship mortgage. On June 5, superior toat 2005, Plaindiff filed a lawsuit against BLys [1 Holding, LLC (“BLye 11”), acustomer of the Bank, to foreclosure its maritime fien agatost the motor yacht Betty Lyn U (the “Vessel”), The Bank has been made a party to this litigation by the Plaintiff. KEY EVENTS: Plaintiff filed for bankruptcy protection and all existing litigation was stayed. The Bornower’s Motion to Stay the Alabama tial was denied by the Court. AN existing litigation has been consolidated into the Plaintiff's bankruptsy case, The Bank fas filed suit against the guarantors, BLyn H Holding, LLC, to collect on the guarantees. SraTUSs: The consolidated trial commenced in bankruptcy court on September 12,2011. The judge heard final arguments from all parties on September 23, 2011. The judge provided a ruling on the case on PAPrivatelRewise\Ghared LITIGATION Crimson Yachts v. Boty Lynn IM 20 12 Crimson Yacies ¥ Betty Lyn Tidocx 76 of 229 - Encore Bank Board Meeting 1/25/2012 CONFIDENTIAL ENBKOO3600 08/30/2013 04:37:11 PM 713-755-1451 Page 12/98 = wn a ao - be ci January 6, 2012. as decision found that BLyn owed $1, 117,385.18 to the shipyard, not including $40,000 in legal foes. However, the decision also found that the shipyard was negligent in mmainttining and. the ‘vessel once it was arrested by the U.S. Marshall and was held in the Shipyard pending otteome of the. litigation. As wresuli of this uegligence, the court awarded Blyon with on offsetting jadgment of $1,000,000 thereby reducing the overall judgment against BLyn to $117,385.18, plus $40,000.in legal fees, ‘The court niled. that the $117,385.18 is 2 superior lien to the First Preferred Ship’ s Mortgage (FPSM) held by Encore. The $40,000 in legal fees do not prime Encore's FPSM. It appears that there 1g aarithmetic exror in the manner in which the judgment was ~ in the order and that the actual judgment against BLyna calculated ~~ S, may actually increase to $173,851.81. The ruling requiced the counsel for the shipyard to prepare and submit a proposed form of judgment within ten days from January 6, 2012, Hdoex Pilrdivate\RewiseShareLITIGATIONrimson Yachts v. Betty Lynn 101.20 12 Crimson Yaxhts « Betty Lys 77 of 229 - Encore Bank Board Meeting 1/25/2012 CONFIDENTIAL ENBKOO?801 08/30/2013 04:37:11 PM 713-755-1451 Page 13/98 este Senet se * ENC@REBANK: Board of Directors Meeting January 25, 2012 Report from Asset Classification Committee . 1 Background, a, The Board has appointed an Asset Classification Committee (the “Cammiitee”) to conduct internal asset reviews and make decisions for the classification of assets and establishment of reserves in accordance with an approved Asset Classification Policy. A Special Assets Committee (“SAC”) has been appointed to assist in fulfilling its oversight responsibilities related to the Bank's loan portfolic, ’ é The Cummittes met on December 16, 2011 to review the individual quarterly Problem Assets Reports and again January 20, 2012 to review delinquent and non-performing foans, loan concentrations, risk grades and migrations, an analysis of the consumer loan portfolio, charge-offs and recoverics during the 4QiL, the Asset Classification Review Summary and to approve the ALLL for the 4Q11, 2 Report. The following key data as of December 31, 2011: a, Logn delinguencies. The tend in delinquencies continues on 2 very positive trajectory as loan delinquencies have decreased as a percentage of loans from 3.25% at Dccomber 31, 2016 to 6.93% st December 31, 2011. These percentages reflect 2 $20.9 million decrease in delinquencies notwithstanding a $39.46 million increase in the loan portfolio. (Enclosure 1) Classified loans, led 1a Based on the review of loens, $9.363 million were identified as Special Mention (Criticized), $26.203 million as Substandard (not including $2,089,928 of OREO), and $0.0 million as Doubtful (Classified), providing total Classified Loans of $28,293 million. This amount compares very favorably to $37.780 million at Ime 30, 2011 and $51.406 million as of December 31, 2010. (Enclosure 2) Nonperforming assets were $12.879 million, or 1.26% of outstanding loans and investments in real estate at December 31, 2011. This compares favorably to $18,320 million, or 1.87% at September 30, 2011. The December 31, 2011 amount of outstanding loans and non-performing percentage is down significantly (§16.226 million and 55.7%, respectively) from $29,105 million and 3.[6% as of December 31,2010. (Enclosure 3) The allowance for loan losses was $27.968 million, oc 1.76% of total loans, This was a decline from the 1.87% of total loans as of Septetnber 30, 2011. TAS TINSTTATO TENET OTT TT AS encore Bank Board Meeting 25/2012 CONFIDENTIAL, ENBKOO3602 08/30/2013 04:37:11 PM 713-755-1451 Page 14/98 — vn a te ENC@REBANK’ Board of Directors Meeting January 25, 2012 Report from Asset Classification Committee The Committee reviewed both quantitative and qualitative loss factors and considered the allowance to be adequate. (Enclosure 4) Conceutrations. Management continually monilors the foun portfolio to jnsure that any concentrations within the portfolio fall within Board approved Timits. The concentrations arc imonitored through seventeen different components of the portfolio, including four components in the Commercial Hh Loan arca, eight components in the Commercial Real Estate area, and five components in the Consumer area. As of December 31, 2011, all seventeen of these monitored components ate in corupliance with Beard approved limits exceptien for one, Permanent Financing - Retail. (Enclesure 5) Exceptions. In a review of data compiled as of December 31, 2011, policy exceptions were identified on a cumulative basis at 27.7% of Total Loan Commitment, which is in excess of the 15% policy exception threshold set by the Board. OF the exceptions identified, 20.0% are concentrated in three (Credit Scores, LTV & Other) of the eleven categories currently being tracked and reported, The continued increase in this number is suggestive that 1) there may be items that would be more correctly classified as procedural exceptions tather than the policy exceptions being reported, and 2) the exceptions reported at origination are not “correctable” and will continue to be reflected as exceptions until the loan is repaid. Management of the Rank is undertaking a review of the tracking policy to insure that the morc critical policy exceptions are reported to the Board on a recurring and consistent basis. Supervisory Aggregate LTV exceptions are tracked monthly in six different atepories: Raw Land (65%), Land Development (75%), Non-residential Construction (80%), 1-4 Family Construction (85%), Improved Property (85%) and Owner-occupied 1-4 family & Home Equity (90%) to determine the quantity of loans in the portfolio that exceed the established supervisory limits (noted in parenthesis above), Regulatory guidance establishes that the total dollar amount of these exceptions cannot excecd 100% of Risk Based Capital for the entire loan portfolio, and 30% of Risk Based Capital for the entire lean portfolio excluding loans secured by 1~4 family structures. As of December 31, 2011, Encore was under the ratio maximum with reported loans at $76,742 million or 54.1% of the 100% Risk Based Capital, and $32,751 million or 77.0% the 30% Risk Based Capital. (Enclosure 6) DORE PaHATIE STOO SRTOTSATRTF HAG Encore Bank Roord Meeting 1/25/2012 CONFIDENTIAL ENBKDO2602 08/30/2013 04:37:11 PM 713-755-1451 Page 15/98 cuban mets, ENC@REBANK’ Board of Directors Meeting January 25, 2012 Report from Asset Classification Committee SAC Report. The Special Assets Committees (“SAC”) tact during the quarter on a weekly basis to review problem loans and owned real estate properties (ORE”). Strategies for prosfom loan resolution and disposition of ORE are developed and presented to the Comunittee for review and approval. A status report was presented, including updates on the following issues: (i) on-going activities relating to the Summit I/ACM bulk sale of Florida loans and assets, (ii) discussion regarding the pending bankruptcy court decision on. Blyn Hi Holdings, LLC, (ii) mumerous discussions regarding Second ws. Mortgage/SBO partfolivHELOC management, including vatious requests for charge-offs and write-downs, (iv) discussion yelating to the default on the Redonda Holdings loan and strategy regarding resolution, (v} discussion regarding the sale of the joté to Encore National Bank, {vi} discussion regarding the relationship, and fiv} various recommendations and gee IRE properties, including but not i fimnited to oa Also reported and Properties. discussed were updates on numerous and other varied criticized/classified assets. 3. Action Required, Accept report af the Asset Classification Committee. Enclosures: (1) Delinquent Loan Trends (2) Classified Loans (3} Nonperforming Assets (4) Allowance for Loan Losses (5) Loan Portfolio Concentration Limits (6) Exceptions Reports avd Supervisory Loan-to- Value Limit Reports OCS IORI TET OTIS SSE Encore Bank Board Mecting 1/25/2012 CONFIDENTIAL ENBKOO3604 08/30/2013 04:37:11 PM 713-755-1451 Page 16/98 ee mens ona bs Documents pertaining to 8Lyn Holdings, LLC Source: Encore Bank Board Meeting nateotmecing — VL 26// 2 CONFIDENTIAL ENBKOO3605, 08/30/2013 04:37:11 PM 713-755-1451 Page 17/98 Encore Bank, National Association Beard of Directors Meeting 10:00 a.m. Wednesday, January 25, 2012 Nine Greenway Plaza, Suite 1100, Heuston, Texas Minutes, ‘The following are the minutes of the above-captioned meeting of the Board of Directors of Encore Bank, National Association (the “Bank”. Attendees and Quorum. 6 y a Directors in attendance, James §. D'Agostine, Ir, Chairman Carin M. Barth Charles W. Jenness J. Bryan King Walter M. Mischer, Jr. Preston Moore. Edwin EB. Smith