Exhibit 10.1


 


UNITED STATES DEPARTMENT OF THE
TREASURY


1500 Pennsylvania Avenue, NW


Washington, D.C. 20220


 


May 20, 2009


 


Ladies and Gentlemen:


 


Reference is made to that
certain Letter Agreement incorporating the Securities Purchase Agreement —
Standard Terms (the “Securities Purchase
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 Securities Purchase
Agreement.  Pursuant to the Securities
Purchase Agreement, at the Closing, the Company issued to the Investor the
number of shares of the series of its preferred stock set forth on Schedule A
hereto (the “Preferred Shares”)
and a warrant to purchase the number of shares of its common stock set forth on
Schedule A hereto (the “Warrant”).


 


In connection with the consummation of the repurchase
(the “Repurchase”) by the Company
from the Investor, on the date hereof, of the number of Preferred Shares listed
on Schedule A hereto (the “Repurchased
Preferred Shares”), as permitted by the Emergency Economic
Stabilization Act of 2008, as amended by the American Recovery and Reinvestment
Act of 2009:


 


(a)  The Company hereby acknowledges receipt from the Investor of
the share certificate set forth on Schedule A hereto representing the Preferred
Shares; 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 Repurchased Preferred Shares at a price per share equal to the
Liquidation Amount per share, together with any accrued and unpaid dividends
to, but excluding, the date hereof;


 


 The Investor
and the Company hereby agree that, notwithstanding Section 4.4 of the
Securities Purchase Agreement, immediately following consummation of the
Repurchase, but subject to compliance with applicable securities laws, the
Investor shall be permitted to Transfer all or a portion of the Warrant or
Substitute Warrant (as defined below) with respect to, and/or exercise the
Warrant or Substitute Warrant for, all or a portion of the number of shares of
Common Stock issuable thereunder, at any time and without limitation, and Section 4.4
of the Securities Purchase Agreement shall be deemed to be amended in order to
permit the foregoing.  The Company shall
take all steps as may be reasonably requested by the Investor to facilitate any
such Transfer.


 

















 


In addition, the Company agrees that within 15
calendar days of the date hereof the Company shall either (a) deliver to
the Investor a notice of intent to repurchase the Warrant in accordance with Section 4.9(b) of
the Securities Purchase Agreement (the “Warrant
Repurchase Notice”), or (b) issue and deliver to the Investor a
new warrant, in substantially the form of the Warrant, except with the deletion
of Section 13(H) thereof, to purchase the number of shares of Common
Stock into which the Warrant is then exercisable (the “Substitute Warrant”), which Substitute
Warrant shall be deemed the “Warrant”
for all purposes under the Securities Purchase Agreement.


 


In the event that the Company delivers a Warrant
Repurchase Notice and the Company and the Investor fail to agree on the Fair
Market Value of the Warrant pursuant to the procedures (including the Appraisal
Procedure), and in accordance with the time periods, set forth in Section 4.9(c) of
the Securities Purchase Agreement or the Company revokes the delivery of such
Warrant Repurchase Notice, then the Company shall deliver a Substitute Warrant
to the Investor within 5 calendar days of the earlier of the failure to agree
on the Fair Market Value and the revocation of the Warrant Repurchase Notice.


 


Effective as of the date of receipt of the Substitute
Warrant, if applicable, the Investor hereby provides notice, pursuant to Section 4.5(p) of
the Securities Purchase Agreement, of its intention to sell the Substitute
Warrant.(2)


 


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.


 


[Remainder of
this page intentionally left blank]


 






(2)  To be included only if the Company is
repurchasing 100% of the Preferred Shares.


 

















 


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/ Duane D. Morse

  
	
   

  	
   

  	
  Name: Duane D. Morse

  
	
   

  	
   

  	
  Title: Chief Risk and Compliance Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPANY: SCBT Financial Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert R. Hill, Jr.

  
	
   

  	
   

  	
  Name: Robert R. Hill, Jr.

  
	
   

  	
   

  	
  Title: President & CEO

  



 

















 


SCHEDULE A


 


	
  General
  Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of Letter Agreement incorporating the Securities Purchase
  Agreement:

  	
   

  	
  January 16, 2009

  
	
   

  	
   

  	
   

  
	
  Name of the Company:

  	
   

  	
  SCBT Financial Corporation

  
	
   

  	
   

  	
   

  
	
  Corporate or other organizational form of the
  Company:

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  
	
  Jurisdiction of organization of the Company:

  	
   

  	
  South Carolina

  
	
   

  	
   

  	
   

  
	
  Number and series of preferred stock issued to the
  Investor at the Closing:

  	
   

  	
  64,779 shares of Fixed Rate Cumulative Perpetual Preferred
  Stock, Series T

  
	
   

  	
   

  	
   

  
	
  Number of Initial Warrant Shares:

  	
   

  	
  303,083 shares

  
	
   

  	
   

  	
   

  
	
  Terms of the Repurchase:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Preferred Shares repurchased by the
  Company:

  	
   

  	
  64,779 shares of Fixed Rate Cumulative Perpetual Preferred
  Stock, Series T

  
	
   

  	
   

  	
   

  
	
  Share certificate number (representing the Preferred
  Shares previously issued to the Investor at the Closing):

  	
   

  	
  ST-1

  
	
   

  	
   

  	
   

  
	
  Per share Liquidation Amount of Preferred Shares:

  	
   

  	
  $1,000.00

  
	
   

  	
   

  	
   

  
	
  Accrued and unpaid dividends on Preferred Shares:

  	
   

  	
  $44,985.42 (5 days)

  
	
   

  	
   

  	
   

  
	
  Aggregate purchase price for Repurchased Preferred
  Shares:

  	
   

  	
  $64,823,985.42

  
	
   

  	
   

  	
   

  
	
  Investor wire information for
  payment of purchase price:

  	
   

  	
  ABA Number: 021000018

  Bank:  The Bank of
  New York Mellon

  Account Name:
  BETA EESA Preferred Account

  Account Number: 629904

  Beneficiary: U.S.
  Treasury