Repurchase Agreement between Citizens First Corporation and United States Department of the Treasury UNITED STATES DEPARTMENT OF THE TREASURY 1500 Pennsylvania Avenue, NW Washington, D.C. 20220

EX-10.0 2 a13-8555_1ex10d0.htm EX-10.0

Exhibit 10.0

 

Repurchase Agreement between Citizens First Corporation and United States Department of the Treasury

 

UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

 

February 13, 2013

 

Ladies and Gentlemen:

 

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.  Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).

 

In connection with the consummation of the repurchase (the “Repurchase”) by the Company from the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto (the “Repurchased Preferred Shares”), as permitted by the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009:

 

(a)                             The Company hereby acknowledges receipt from the Investor of the share certificate(s) set forth on Schedule A hereto representing the Preferred Shares;

 

(b)                             The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased Preferred Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof;

 

(c)                              The Investor hereby acknowledges receipt from the Company of a share certificate for the number of Preferred Shares set forth on Schedule A hereto, equal to the difference between the Preferred Shares represented

 



 

by the certificate referenced in clause (a) above and the Repurchased Preferred Shares.

 

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

 

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.  Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

 

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In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

 

UNITED STATES DEPARTMENT OF

 

THE TREASURY

 

 

 

 

 

By:

/s/ Tim Massad

 

 

Name: Timothy G. Massad

 

 

Title: Acting Assistant Secretary for Financial Stability

 

 

 

 

 

COMPANY:

 

 

 

CITIZENS FIRST CORPORATION

 

 

 

 

 

By:

/s/ J. Steven Marcum

 

 

Name: J. Steven Marcum

 

 

Title: Executive Vice President Chief Financial Officer

 

 



 

SCHEDULE A

 

General Information:

 

 

 

 

 

Date of Letter Agreement incorporating the Securities Purchase Agreement:

 

December 19, 2008

 

 

 

Name of the Company:

 

Citizens First Corporation

 

 

 

Corporate or other organizational form of the Company:

 

corporation

 

 

 

Jurisdiction of organization of the Company:

 

Kentucky

 

 

 

Number and series of preferred stock issued to the Investor at the Closing (Preferred Shares):

 

250 Shares Fixed Rate Cumulative Perpetual Preferred Stock, Series A

 

 

 

Date of prior repurchase of Preferred Shares:

 

February 16,2011

 

 

 

Amount of outstanding Preferred Shares:

 

187

 

 

 

Number of Initial Warrant Shares:

 

254,218

 

 

 

Terms of the Repurchase:

 

 

 

 

 

Number of Preferred Shares repurchased by the Company:

 

94

 

 

 

Share certificate number (representing the Preferred Shares previously issued to the Investor at the Closing):

 

PS/A-2

 

 

 

Per share Liquidation Amount of Preferred Shares:

 

$35,116

 

 

 

Accrued and unpaid dividends on Preferred Shares:

 

$40,344.38

 

 

 

Aggregate purchase price for Repurchased Preferred Shares:

 

$3,341,248.38

 

 

 

Difference between the Preferred Shares and the Repurchased Preferred Shares:

 

93

 

 

 

Investor wire information for payment of purchase price:

 

ABA Number:  021000018
Bank:   The Bank of New York Mellon
Account Name:   BETA EESA Preferred Account
Account Number:   GLA/111567