Exhibit 10.11
Amended Escrow Agreement dated February 26, 2003 between Tidelands Bancshares,
Inc. and Lowcountry National Bank.
Exhibit 10.11
FIRST AMENDMENT TO THE ESCROW AGREEMENT
THIS FIRST AMENDMENT TO Escrow Agreement (hereinafter referred to as
this "Amendment"), made and entered into as of the 26th day of February, 2003,
by and between Tidelands Bancshares, Inc., a South Carolina corporation (the
"Company"), and Lowcountry National Bank, a national banking association (the
"Escrow Agent").
WHEREAS, Escrow Agent and Company entered into that certain Escrow
Agreement, dated as of August 21, 2002, pursuant to which the Company
established an escrow account with Escrow Agent, as more particularly described
therein (the "Agreement"); and
WHEREAS, Escrow Agent and Company now desire to modify the terms and
provisions applicable to the distribution of escrowed funds contained in
Sections 3(a) and 8 of the Agreement to reflect changes in the offering and
management of the Company;
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) in hand paid, the mutual covenants herein contained, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:
1. Definitions. Unless otherwise defined in this Amendment, all
-----------
capitalized terms herein contained shall have the meanings ascribed to them in
the Agreement.
2. Distribution of Escrowed Funds. Section 3(a) of the Agreement is
--------------------------------
deleted in its entirety and replaced with the following paragraph 3(a):
3(a) If at any time on or prior to the expiration date of the offering
as described in the prospectus relating to the Offering, (the "Offering
Termination Date"), (i) the Escrow Agent has certified to the Company in writing
that the Escrow Agent has received at least $8,500,000 in Escrowed Funds, and
(ii) the Escrow Agent has received a certificate from the President or the
Chairman of the Board of the Company that all other conditions to the release of
funds as described in the Company's prospectus relating to the Offering as filed
with the Securities and Exchange Commission have been met, then the Escrow Agent
shall deliver the Escrowed Funds to the Company to the extent such Escrowed
Funds are collected funds (the "Closing Date"). If any portion of the Escrowed
Funds is not collected funds, then the Escrow Agent shall notify the Company of
such facts and shall distribute such funds to the Company only after such funds
become collected funds. For purposes of this Agreement, "collected funds" shall
mean all funds received by the Escrow Agent, which have cleared normal banking
channels.
1
3. Notice. The Company Notice provision of Section 8 of the Agreement
------
is deleted in its entirety and replaced with the following provision:
The Company: Tidelands Bancshares, Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxxxx X. Coffee
President and Chief Executive Officer
4. Miscellaneous.
-------------
(a) Ratification of Agreement. Escrow Agent and Company hereby
-------------------------
ratify and confirm all of the terms and conditions of the Agreement, as amended
hereby, and as modified, amended or supplemented by this Amendment, all of the
terms and provisions of the Agreement shall remain in full force and effect.
(b) Binding Effect. The terms of this Amendment shall be
---------------
binding upon Escrow Agent and Company and their respective successors and
assigns.
(c) Counterparts. This Amendment may be executed in any number
------------
of counterparts, each of which shall constitute an original, and all of which,
when taken together, shall constitute but one and the same instrument.
(d) Facsimiles. Each party shall be authorized to accept, and
----------
may rely upon, a facsimile transmission of this Amendment executed by the other
party and such document shall be binding upon the executing party.
IN WITNESS WHEREOF, Escrow Agent and Company have caused this First
Amendment to Escrow Agreement to be executed by their respective duly authorized
representatives as of the day and year first above written.
COMPANY: ESCROW AGENT:
TIDELANDS BANCSHARES, INC. LOWCOUNTRY NATIONAL BANK
By: /s/ Xxxxxx X. Coffee By: /s/ Xxxxxxxx X. Xxxx
-------------------------------- --------------------------------
Xxxxxx X. Coffee Xxxxxxxx X. Xxxx
President and Chief Executive President and Chief Executive
Officer Officer
2
