exv10w6





Exhibit 10.6


TRT Financial Holdings, LLC




June 7, 2008



Guaranty Financial Group Inc.

8333 Douglas Avenue

Dallas, Texas 75225

Attention: Scott A. Almy




	 	 	 	 
	 

	Re:
	 	Investment Agreement dated May 26, 2008, by and between Guaranty Financial
Group Inc. (the “Company”) and TRT Financial Holdings, LLC (“TRT”), as amended (the
”TRT Agreement”)






     Ladies and Gentlemen:



     This letter agreement (the “Agreement”) is entered into by the Company and TRT and each other
party to the TRT Agreement to set forth their agreements with respect to the execution and delivery
of Investment Agreement (the “Preferred Stock Agreement”) dated June ___, 2008, between the Company
and TRT relating the issuance and sale of a series of convertible perpetual cumulative preferred
stock (the “Preferred Stock”) of the Company and a Purchase Agreement (the “Unit Agreement”) dated
as of the same date relating to the purchase of units comprising promissory notes to be issued by
Guaranty Bank, a wholly owned subsidiary of the Company, and shares of Preferred Stock (the
“Units”).



     Simultaneously with the execution and delivery by TRT of the Preferred Stock Agreement and the
Unit Agreement, and conditioned upon the execution and delivery of analogous agreements (the “Other
Agreements”) by purchasers (including TRT) of an aggregate of convertible preferred stock for an
aggregate issuance price of $287 million and Units for an aggregate issuance price of $275 million,
the undersigned agree as follows:



     1. TRT acknowledges and agrees that (A) the Preferred Stock and the Units are “Subject
Securities” as such term is defined for purposes of Section 6(f) of the TRT Agreement and (B) the
Company has provided to TRT the notice required by Section 6(f) of the TRT Agreement with respect
to the issuance and sale of the Preferred Stock and the Units. TRT hereby waives the five (5)
business day period provided under Section 6(f) to review and agree to purchase the Preferred Stock
and the Units and acknowledges that its entry into the Preferred Stock Agreement and the Unit
Agreement constitute full and complete exercise of the purchase rights granted thereunder with
respect to the sale of the Preferred Stock and the Units pursuant to such agreements.



     2. The shares of Preferred Stock included in the Units will not be considered in the
calculation of the “Preferred Purchase Price” under Section 2(a)(ii) of the TRT Agreement.



     3. The TRT Agreement is hereby amended by deleting the definition of “Subject Securities” set
forth in Section 1 and replacing it with the following:



-1-









 






     “Subject Securities” shall mean any debt or equity securities of the Company or its
subsidiaries (including common stock or preferred stock) or any debt or equity securities of
the Company or its subsidiaries convertible or exchangeable for or into any debt or equity
securities of the Company or its subsidiaries, but excludes shares of Common Stock that are
issued or are issuable pursuant to a stock option plan, restricted stock plan, agreements or
other incentive stock arrangements approved by the stockholders and a majority of the Board
of Directors or an authorized committee thereof; or shares of Common Stock issued in a split
or subdivision of the outstanding shares of Common Stock, a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights convertible into,
exchangeable for, or entitling the holder thereof to receive directly or indirectly,
additional shares of Common Stock (the “Common Stock Equivalents”) without payment of any
consideration by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon conversion or
exercise thereof).



     4. The TRT Agreement is hereby amended by deleting the definition of “Preferred Purchase
Number” set forth in Section 1 and replacing it with the following:




     “Preferred Purchase Number” means the number of shares of Convertible Preferred Stock
that, if such shares were issued to the Investor on the Determination Date, immediately
converted into Common Stock, and then added to the number of shares of Common Stock already
beneficially owned by the Investor on the Determination Date (which number of shares a
senior executive officer of the Investor shall, on behalf of the Investor, certify to the
Company in writing on the Business Day following the Determination Date), would result in
the Investor owning 19.9% (all on an as converted basis) of the issued and outstanding
shares of Common Stock and Common Stock Equivalents on the Determination Date immediately
following such issuance.



[Signature page follows]




-2-









 





     By signing below, the Company, TRT, and each other party to the Agreement agree to all of the
above.



	 	 	 	 	 	 	 
	 	 	Guaranty Financial Group Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ronald A. Murff 	 	 
	 

	 	Name:
	 	 

Ronald A. Murff
	 	 
	 

	 	Title:
	 	Sr. EVP, Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	TRT Financial Holdings, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert B. Rowling 	 	 
	 

	 	Name:
	 	 

Robert B. Rowling
	 	 
	 

	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Robert B. Rowling 2005 Grantor Retained Annuity Trust	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert B. Rowling 	 	 
	 

	 	Name:
	 	 

Robert B. Rowling
	 	 
	 

	 	Title:
	 	Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	Terry H. Rowling 2005 Grantor Retained Annuity Trust	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert B. Rowling 	 	 
	 

	 	Name:
	 	 

Robert B. Rowling
	 	 
	 

	 	Title:
	 	Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	Robert B. Rowling, Jr. Consolidation Trust 2003	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert B. Rowling 	 	 
	 

	 	Name:
	 	 

Robert B. Rowling
	 	 
	 

	 	Title:
	 	Trustee	 	 






Signature Page to Side Letter














 





	 	 	 	 	 	 	 
	 	 	T. Blake Rowling Consolidation Trust 2003	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert B. Rowling 	 	 
	 

	 	Name:
	 	 

Robert B. Rowling
	 	 
	 

	 	Title:
	 	Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Robert B. Rowling 	 	 
	 

	 	Name:
	 	 

Robert B. Rowling







Signature Page to Side Letter