UNITED STATES DEPARTMENT OF THE TREASURY
Exhibit
10
UNITED
STATES DEPARTMENT OF THE TREASURY
0000
Xxxxxxxxxxxx Xxxxxx, XX
Washington,
D.C. 20220
May
27, 2009
Ladies
and Gentlemen:
Reference
is made to that certain letter agreement (the “Repurchase
Letter 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 Repurchase Letter Agreement.
As
documented by the Repurchase Letter Agreement, the Company has completed the
repurchase from the Investor of all of the Preferred Shares issued to the
Investor pursuant to the Securities Purchase Agreement. Following
such time, the Company delivered a Warrant Repurchase Notice dated as of the
date set forth on Schedule A hereto to the Investor. In connection
with the consummation, on the date hereof, of the repurchase of the Warrant by
the Company from the Investor, as contemplated by the Warrant Repurchase Notice
and Section 4.9 of the Securities Purchase Agreement:
(a) The
Company hereby acknowledges receipt from the Investor of the Warrant;
and
(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 Warrant, determined in accordance with
Section 4.9 of the Securities Purchase Agreement.
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.
In
witness whereof, the parties have duly executed this letter agreement as of the
date first written above.
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UNITED
STATES DEPARTMENT OF
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||||
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THE
TREASURY
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||||
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By:
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/s/ Xxxxx Xxxxx | |||
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Name:
Xxxxx Xxxxx
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Title:
Chief Risk and Compliance Officer
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| SUN BANCORP, INC. | ||||
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By:
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/s/ Xxxxxx X. Xxxxxx | |||
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Name:
Xxxxxx X. Xxxxxx
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Title: President
and CEO
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SCHEDULE
A
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Company
Information:
|
|
|
Name
of the Company:
|
Sun
Bancorp, Inc.
|
|
Corporate
or other organizational form of the Company:
|
Corporation
|
|
Jurisdiction
of organization of the Company:
|
State
of New Jersey
|
|
Information
related to the Preferred Share Repurchase:
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|
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Date
of Repurchase Letter Agreement for the repurchase of 89,310 of the
Preferred Shares:
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April
8, 2009
|
|
Terms
of the Warrant Repurchase:
|
|
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Date
of Warrant Repurchase Notice:
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April
21, 2009
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Aggregate
purchase price for the Warrant:
|
$2,100,000.00
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