ex10_1.htm


  
Exhibit 10.1




 


UNITED STATES DEPARTMENT OF THE TREASURY


1500 Pennsylvania Avenue, NW


Washington, D.C. 20220


 


                                            October 26, 2011


 


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.


 



	  	
UNITED STATES DEPARTMENT OF THE TREASURY

	  
	 	 	 	 
	  	
By:

	
/s/ Timothy G. Massad

	  
	  	
Name:

	
Timothy G. Massad

	  
	  	
Title:

	
Assistant Secretary for Financial

	  
	  	  	
Stability

	  
	 	 	 	 
	  	
COMPANY: COMMUNITY PARTNERS BANCORP

	  
	 	 	 
	  	
By:

	
/s/ William D. Moss

	  
	  	
Name:

	
William D. Moss

	  
	  	
Title:

	
President and Chief Executive Officer

	  










 







 


 


 




  





  











  




 




SCHEDULE A


 


Company Information:


 



	
Name of the Company:

	
Community Partners Bancorp


	 	 
	
Corporate or other organizational


form of the Company:

	
 


Business corporation


	 	 
	
Jurisdiction of organization of the Company:

	
State of New Jersey












 


 


Information related to the Preferred Share Repurchase:


 


Date of Repurchase Letter Agreement for the



	
repurchase of 9,000 of the Preferred Shares: 

	August 11, 2011





 


 


Terms of the Warrant Repurchase:



 



	
Date of Warrant Repurchase Notice:

	October 14, 2011





 






	
Aggregate purchase price for the Warrant:


 

	
$460,000


 










	
Investor wire information for payment of purchase price for the Warrant:

	
ABA Number: 021000018


Bank: The Bank of New York Mellon


Account Name: BETA EESA Preferred Account


Account Number: GLA/111567