August 12, 1998
Securities and Exchange Commission
Washington, DC
To Whom It May Concern:
This letter will serve as the agreement of Triangle Bancorp, Inc. ("Company") to
provide to the Securities and Exchange Commission ("Commission") a copy of the
Junior Subordinated Indenture dated as of June 3, 1997, between the Company and
Bankers Trust Company. This letter of agreement is being provided pursuant to
the requirements of Item 601(b)(4)(ii) of Regulation S-K.
On May 23, 1997, the Company created Triangle Capital Trust ("Trust"), a
statutory business trust created under the laws of the State of Delaware, as a
wholly-owned subsidiary. The Trust exists for the sole purpose of issuing common
and preferred securities and investing the proceeds thereof in 9.375% junior
subordinated deferrable interest debentures ("Debentures") issued by the
Company. The Debentures mature on June 1, 2027. On June 3, 1997, the Trust sold
and issued $619,000 in common securities to the Company and $19,950,000 in
preferred securities to eight qualified institutional buyers. The common and
preferred securities of the Trust are collectively referred to as the "Capital
Securities".
Holders of the Capital Securities are entitled to receive preferential
cumulative cash distributions accumulating from the date of original issuance
and payable semi-annually in arrears on the first day of June and December of
each year, commencing December 1, 1997, at an annual rate equal to 9.375%. The
distribution rate and the distribution payment dates and other payment dates for
the Capital Securities correspond to the interest rate and interest payment
dates and other payment dates on the Debentures, which are the sole assets of
the Trust.
The Company, through the Amended and Restated Trust Agreement dated June 3, 1997
among the Company, Bankers Trust (Delaware) and Bankers Trust Company ("Trust
Agreement"), the Guarantee dated June 3, 1997 of the Company, the Debentures and
the Junior Subordinated Indenture dated as of June 3, 1997 between the Company
and Bankers Trust Company ("Indenture"), will guarantee all the Trust's
obligations under the Capital Securities as provided in the Guarantee, the Trust
Agreement, the Debentures and the Indenture.
As of March 31, 1998, the Company had assets of approximately $1.7 billion. The
Capital Securities represent approximately $20.4 million which therefore is only
approximately 1.2% of the Company's assets.
Securities and Exchange Commission
August 12, 1998
Page 2
The Capital Securities were issued in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended. In November 1997, the
preferred securities comprising the Capital Securities were registered under the
Securities Act of 1933, as amended, and in December 1997 all but $1,000,000 in
such preferred securities were exchanged by the holders thereof for registered
securities.
The Company hereby agrees to provide a copy of the Indenture, the Guarantee, the
Debentures and the Trust Agreement to the Commission upon request.
TRIANGLE BANCORP, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
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Xxxxxxxxx X. Xxxxxxxxx
Senior Vice President and General Counsel
