Written Agreement dated as of April 19, 2012



 Exhibit 10.1 
 UNITED STATES OF AMERICA 
 BEFORE THE 

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM 
 WASHINGTON, D.C. 
  

			
	Written Agreement by and
between                                      )	  	
	)	  	Docket No. 12-023-WA/RB-HC
	COMMUNITY FIRST, INC.
                                         
        )	  	
	Columbia,
Tennessee                                        
                     )	  	
	)	  	
	and
                                         
                                         
        )	  	
	)	  	
	FEDERAL RESERVE BANK OF ATLANTA                     )	  	
	Atlanta,
Georgia                                        
                             )	  	
	                           
                                         
                             )	  	

 WHEREAS, Community First, Inc., Columbia, Tennessee (“CFI”), a registered bank holding company,
owns and controls Community First Bank & Trust, Columbia, Tennessee, (the “Bank”), a state-chartered nonmember bank, and various nonbank subsidiaries; 
 WHEREAS, it is the common goal of CFI and the Federal Reserve Bank of Atlanta (the “Reserve Bank”) to maintain the financial soundness of CFI so that CFI may serve as a source of strength to the
Bank; 
 WHEREAS, CFI and the Reserve Bank have mutually agreed to enter into this Written Agreement (the
“Agreement”); and 
 WHEREAS, on April 17, 2012, the board of directors of CFI, at a duly constituted meeting, adopted
a resolution authorizing and directing Louis Holloway to enter into this Agreement on behalf of CFI, and consenting to compliance with each and every provision of this Agreement by CFI and its institution-affiliated parties, as defined in sections
3(u) and 8(b)(3) of the Federal Deposit Insurance Act, as amended (the “FDI Act”) (12 U.S.C. §§ 1813(u) and 1818(b)(3)). 







 NOW, THEREFORE, CFI and the Reserve Bank agree as follows: 

Source of Strength 

1.        The board of directors of CFI shall take appropriate steps to fully utilize CFI’s
financial and managerial resources, pursuant to section 38A of the FDI Act (12 U.S.C. § 1830o-1) and section 225.4(a) of Regulation Y of the Board of Governors of the Federal Reserve System (the “Board of Governors”) (12 C.F.R.
§ 225.4(a)), to serve as a source of strength to the Bank, including, but not limited to, taking steps to ensure that the Bank complies with the Consent Order entered into with the Federal Deposit Insurance Corporation on September 20, 2011 and
any other supervisory action taken by the Bank’s federal or state regulator. 
 Dividends and Distributions 

2.        (a)        CFI shall not declare or pay any
dividends without the prior written approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation (the “Director”) of the Board of Governors. 

           (b)        CFI shall not
directly or indirectly take dividends or any other form of payment representing a reduction in capital from the Bank without the prior written approval of the Reserve Bank. 
            (c)        CFI and its nonbank subsidiaries shall not make any distributions of interest,
principal, or other sums on subordinated debentures or trust preferred securities without the prior written approval of the Reserve Bank and the Director. 
            (d)        All requests for prior approval shall be received by the Reserve Bank at least 30 days
prior to the proposed dividend declaration date, proposed distribution on subordinated debentures, and required notice of deferral on trust preferred securities. All requests shall contain, at a minimum, current and projected information on
CFI’s capital, earnings, and 

  
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cash flow; the Bank’s capital, asset quality, earnings, and allowance for loan and lease losses; and identification of the sources of funds for the proposed payment or distribution. For
requests to declare or pay dividends, CFI must also demonstrate that the requested declaration or payment of dividends is consistent with the Board of Governors’ Policy Statement on the Payment of Cash Dividends by State Member Banks and Bank
Holding Companies, dated November 14, 1985 (Federal Reserve Regulatory Service, 4-877 at page 4-323). 
 Debt and Stock Redemption

 3.        (a)        CFI and any nonbank
subsidiary shall not, directly or indirectly, incur, increase, or guarantee any debt without the prior written approval of the Reserve Bank. All requests for prior written approval shall contain, but not be limited to, a statement regarding the
purpose of the debt, the terms of the debt, and the planned source(s) for debt repayment, and an analysis of the cash flow resources available to meet such debt repayment. 
            (b)        CFI shall not, directly or indirectly, purchase or redeem any shares of its stock
without the prior written approval of the Reserve Bank. 
 Capital Plan 

4.        Within 60 days of this Agreement, CFI shall submit to the Reserve Bank an acceptable
written plan to maintain sufficient capital at CFI on a consolidated basis. The plan shall, at a minimum, address, consider, and include: 
            (a)        The consolidated organization’s and the Bank’s current and future capital
requirements, including compliance with the Capital Adequacy Guidelines for Bank Holding Companies: Risk-Based Measure and Tier 1 Leverage Measure, Appendices A and D of Regulation Y of the Board of Governors (12 C.F.R. Part 225, App. A and D) and
the applicable capital adequacy guidelines for the Bank issued by the Bank’s federal regulator; 

  
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           (b)        the adequacy of the
Bank’s capital, taking into account the volume of classified credits, its risk profile, the adequacy of the allowance for loan and lease losses, current and projected asset growth, and projected earnings; 

           (c)        the source and
availability of additional funds necessary to fulfill the consolidated organization’s and the Bank’s future capital requirements on a timely basis; 
            (d)        supervisory requests for additional capital at the Bank or the requirements of any
supervisory action imposed on the Bank by its federal or state regulator; and 

           (e)        the requirements of
section 38A of the FDI Act and section 225.4(a) of Regulation Y of the Board of Governors that CFI serve as a source of strength to the Bank. 
 5.        CFI shall notify the Reserve Bank, in writing, no more than 45 days after the end of any quarter in which any of CFI’s capital ratios fall below the
approved plan’s minimum ratios. Together with the notification, CFI shall submit an acceptable written plan that details the steps that CFI will take to increase CFI’s capital ratios to or above the approved plan’s minimums.

 Cash Flow Projections 
 6.        Within 60 days of this Agreement, CFI shall submit to the Reserve Bank a written statement of its planned sources and uses of cash for debt service,
operating expenses, and other purposes (“Cash Flow Projection”) for 2012. CFI shall submit to the Reserve Bank a Cash Flow Projection for each calendar year subsequent to 2012 at least one month prior to the beginning of that calendar
year. 
 Compliance with Laws and Regulations 
 7.        (a)        In appointing any new director or senior executive officer, or changing the responsibilities of any
senior executive officer so that the officer would assume a different senior 

  
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executive officer position, CFI shall comply with the notice provisions of section 32 of the FDI Act (12 U.S.C. § 1831i) and Subpart H of Regulation Y of the Board of Governors (12 C.F.R.
§§ 225.71 et seq.). 

           (b)        CFI shall comply
with the restrictions on indemnification and severance payments of section 18(k) of the FDI Act (12 U.S.C. § 1828(k)) and Part 359 of the Federal Deposit Insurance Corporation’s regulations (12 C.F.R. Part 359). 

Progress Reports 

8.        Within 45 days after the end of each calendar quarter following the date of this
Agreement, the board of directors shall submit to the Reserve Bank written progress reports detailing the form and manner of all actions taken to secure compliance with the provisions of this Agreement and the results thereof, and a parent company
only balance sheet, income statement, and, as applicable, report of changes in stockholders’ equity. 
 Approval and Implementation of
Plan 
 9.        (a)        CFI shall
submit a written capital plan that is acceptable to the Reserve Bank within the applicable time period set forth in paragraph 3 of this Agreement. 
            (b)        Within 10 days of approval by the Reserve Bank, CFI shall adopt the approved capital
plan. Upon adoption, CFI shall promptly implement the approved plan, and thereafter fully comply with it. 

           (c)        During the term of
this Agreement, the approved capital plan shall not be amended or rescinded without the prior written approval of the Reserve Bank. 

Communications 

10.        All communications regarding this Agreement shall be sent to: 

           (a)        Mr. Robert Hawkins


                       
Assistant Vice President 

  
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Federal Reserve Bank of Atlanta 

                       
1000 Peachtree Street 

                       
Atlanta, Georgia 30309 

           (b)        Mr. Louis Holloway


                       
President and Chief Executive Officer 

                       
Community First, Inc. 

                       
501 South James Campbell Blvd. 

                       
Columbia, Tennessee 38401 
 Miscellaneous 
 11.        Notwithstanding any provision of this Agreement, the Reserve Bank may, in its sole discretion, grant written extensions of time to CFI to comply with any
provision of this Agreement. 
 12.        The provisions of this Agreement shall be
binding upon CFI and its institution-affiliated parties, in their capacities as such, and their successors and assigns. 

13.        Each provision of this Agreement shall remain effective and enforceable until stayed,
modified, terminated, or suspended in writing by the Reserve Bank. 
 14.        The
provisions of this Agreement shall not bar, estop, or otherwise prevent the Board of Governors, the Reserve Bank, or any other federal or state agency from taking any other action affecting CFI, the Bank, any nonbank subsidiary of CFI, or any of
their current or former institution-affiliated parties and their successors and assigns. 

15.        Pursuant to section 50 of the FDI Act (12 U.S.C. § 1831aa), this Agreement is
enforceable by the Board of Governors under section 8 of the FDI Act (12 U.S.C. § 1818). 

  
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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the 19th day
of April, 2012. 
  

									
	COMMUNITY FIRST, INC	 		 	FEDERAL RESERVE BANK OF ATLANTA
					
	By:	 	/s/ Louis Holloway	 		 	By:	 	/s/ Robert Hawkins
		 	 Louis Holloway
 President and
Chief Executive
	 		 		 	 Robert Hawkins
 Officer
Assistant Vice President



  
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