LetterAgreement UNITED STATES DEPARTMENT OF THE TREASURY 1500PENNSYLVANIA AVENUE, NW WASHINGTON,D.C.20220

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Exhibit 10.1

UNITED STATES DEPARTMENT OF THE TREASURY

1500 PENNSYLVANIA AVENUE, NW

WASHINGTON, D.C. 20220

 

UST Sequence Number:  152

Dear Ladies and Gentlemen:

 

The company set forth on the signature page hereto (the “Company”) intends to issue in a private placement the number of shares of a 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” and, together with the Preferred Shares, the “Purchased Securities”) and the United States Department of the Treasury (the “Investor”) intends to purchase from the Company the Purchased Securities.

 

The purpose of this letter agreement is to confirm the terms and conditions of the purchase by the Investor of the Purchased Securities.  Except to the extent supplemented or superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in the Securities Purchase Agreement – Standard Terms attached hereto as Exhibit A (the “Securities Purchase Agreement”) are incorporated by reference herein.  Terms that are defined in the Securities Purchase Agreement are used in this letter agreement as so defined.  In the event of any inconsistency between this letter agreement and the Securities Purchase Agreement, the terms of this letter agreement shall govern.

 

Each of the Company and the Investor hereby confirms its agreement with the other party with respect to the issuance by the Company of the Purchased Securities and the purchase by the Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase Agreement on the terms specified on Schedule A hereto.

 

This letter agreement (including the Schedules hereto) and the Securities Purchase Agreement (including the Annexes thereto) and the Warrant constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof.  This letter agreement constitutes the “Letter Agreement” referred to in the Securities Purchase Agreement.

 

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 as sufficient as if actual signature pages had been delivered.

 

* * *

In witness whereof, this letter agreement has been duly executed and delivered by the duly authorized representatives of the parties hereto as of the date written below.

 

                                

	TIB FINANCIAL CORP.
	By:	/s/  Thomas J. Longe
	Name:	Thomas J. Longe
	Title:	Chairman and Chief Executive Officer

 

Date: December 5, 2008

Exhibit 10.4 incorporated by reference

UST Sequence Number:  152

Company Information:

Name of the Company:  TIB Financial Corp.

Corporate or other organizational form:  Corporate

Jurisdiction of Organization:  Florida

Appropriate Federal Banking Agency:  Federal Reserve Bank of Atlanta

Notice Information:                                       Stephen J. Gilhooly                                                                           John P. “Jack” Greeley, Esquire

EVP & Chief Financial Officer                                                                                     Smith Mackinnon, P.A.

TIB Financial Corp.                                                                           255 S. Orange Ave.

599 Ninth Street N., Suite 101                                                                                     Suite 800

Naples, Florida 34102                                                                                     Orlando, Florida 32801

Telephone:   ###-###-####                                                                           Telephone:   ###-###-####

Facsimile:   ###-###-####                                                                           Facsimile:   ###-###-####

Terms of Purchase:

Series of Preferred Stock Purchased:

Fixed Rate Cumulative Perpetual Preferred Stock, Series A

 

Per Share Liquidation Preference of Preferred Stock:                                                                                                       One thousand dollars ($1,000.00)

Number of Shares of Preferred Stock Purchased:  37,000

Dividend Payment Dates on the Preferred Stock:  February 15, May 15, August 15, and November 15

 

Number of Initial Warrant Shares:  1,063,218

Exercise Price of the Warrant:  $5.22 per share

Purchase Price:  $37,000,000.00

Closing:

Location of Closing:

Time of Closing:

Date of Closing:

Bank:  TIB Bank

Account Name:  TIB Financial Corp.

Account Number:

Beneficiary:  TIB Financial Corp.

 

 

 

UST Sequence Number:  152

Capitalization Date:  November 30, 2008

 

 

Par value:

$0.10 per share

 

Total Authorized:

40,000,000 shares

 

Outstanding:  14,314,756 shares

 

Subject to warrants, options, convertible

securities, etc.:                                  1,897,160 shares

Reserved for benefit plans and other

issuances:  307,371 shares

Remaining authorized but unissued:  23,410,123 shares * Remaining shares have been reduced by 70,590 shares that are held in treasury shares and are considered issued but not outstanding.

Shares issued after Capitalization Date

(other than pursuant to warrants, options,

convertible securities, etc. as set forth

above):                        None

 

 

Par value:  No par value

 

Total Authorized:  5,000,000 shares

 

Outstanding (by series):  None

 

Reserved for issuance:  None

 

Remaining authorized but unissued:  5,000,000 shares

UST Seq. Number 152

 Required1                                      % Vote Required

Charter Amendment

Stock Exchange Rules

[Missing Graphic Reference]

If no stockholder approvals are required, please so indicate by checking the box:     X

If stockholder approval is required, indicate applicable class/series of capital stock that    are required to vote.

 

 

UST Seq. Number 152

List any exceptions to the representation and warranty in Section 2.2(l) of the Securities Purchase Agreement – Standard Terms.

[Missing Graphic Reference]

If none, please so indicate by checking the box:  X .

UST Seq. Number 152

List any exceptions to the representation and warranty in the second sentence of Section 2.2(m) of the Securities Purchase Agreement – Standard Terms.

[Missing Graphic Reference]

If none, please so indicate by checking the box: X

List any exceptions to the representation and warranty in the last sentence of Section 2.2(m) of the Securities Purchase Agreement – Standard Terms.

[Missing Graphic Reference]

If none, please so indicate by checking the box: .X

 

 

UST Seq. Number 152

List any exceptions to the representation and warranty in Section 2.2(s) of the Securities Purchase Agreement – Standard Terms.

[Missing Graphic Reference]

If none, please so indicate by checking the box: .X