ex10_1.htm


  
    Exhibit
10.1

    United
States Department of the Treasury

    1500
Pennsylvania Avenue, NW

    Washington,
D.C.  20220

     

    Dear
Ladies and Gentlemen:

     

    The
company set forth on the signature page hereto (the “Company”) intends to issue
in a private placement the number of shares of a 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” and, together with
the Preferred Shares, the “Purchased Securities”) and
the United States Department of the Treasury (the “Investor”) intends to
purchase from the Company the Purchased Securities.

     

    The
purpose of this letter agreement is to confirm the terms and conditions of the
purchase by the Investor of the Purchased Securities. Except to the extent
supplemented or superseded by the terms set forth herein or in the Schedules
hereto, the provisions contained in the Securities Purchase Agreement — Standard
Terms attached hereto as Exhibit A (the “Securities Purchase
Agreement”) are incorporated by reference herein. Terms that are defined
in the Securities Purchase Agreement are used in this letter agreement as so
defined. In the event of any inconsistency between this letter agreement and the
Securities Purchase Agreement, the terms of this letter agreement shall
govern.

     

    Each of
the Company and the Investor hereby confirms its agreement with the other party
with respect to the issuance by the Company of the Purchased Securities and the
purchase by the Investor of the Purchased Securities pursuant to this letter
agreement and the Securities Purchase Agreement on the terms specified on
Schedule A hereto.

     

    This
letter agreement (including the Schedules hereto) and the Securities Purchase
Agreement (including the Annexes thereto) and the Warrant constitute the entire
agreement, and supersede all other prior agreements, understandings,
representations and warranties, both written and oral, between the parties, with
respect to the subject matter hereof. This letter agreement constitutes the
“Letter Agreement”
referred to in the Securities Purchase Agreement.

     

    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 as sufficient as if actual signature pages had been
delivered.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
witness whereof, this letter agreement has been duly executed and delivered by
the duly authorized representatives of the parties hereto as of the date written
below.

     

    
      
        	 	
                UNITED
      STATES DEPARTMENT OF THE 

                TREASURY

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By

              	/s/
      Neel Kashkari	 
	 	 	Name: 
      Neel Kashkari	 
	 	 	
                Title:   
      Interim Assistant Secretary for Financial 

                           
        Stability

              	 
	 	 	 	 
	 	 	 	 
	 	COMPANY:   1st
      CONSTITUTION BANCORP	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
      Robert F. Mangano	 
	 	 	Name: 
      Robert F. Mangano	 
	 	 	Title:   
      President and Chief Executive Officer	 


      

    

     

     

    Date:  December
23, 2008

     

     

     

    
      
        
        

      

      
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    EXHIBIT
A

    SECURITIES PURCHASE
AGREEMENT

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    SCHEDULE
A

     

     

     

    ADDITIONAL TERMS AND
CONDITIONS

     

     

    Company
Information:

      
Name of the Company:          
   1st
Constitution Bancorp

      
Corporate or other organizational
form:            
Corporation

     
 Jurisdiction of
Organization:             New
Jersey

      
Appropriate Federal Banking
Agency:        Federal Reserve Bank of
New York

     

    
    

     

    
      	 	 Notice
      Information: 	1st
      Constitution Bancorp	 
	 	 	P.O.
      Box 634	 
	 	 	2650 Route 130
      North	 
	 	 	Cranbury, New
      Jersey 08512	 
	 	 	
              Attn.:   Robert
      F. Mangano, President and Chief Executive Officer

                          
      Joseph M. Reardon, Senior Vice President and Treasurer 

            	 
	 	 	 	 
	 	 	Facsimile No.: (609)
      655-5653	 
	 	 	 	 
	 	 	Copy to:	 
	 	 	 	 
	 	 	Day Pitney LLP
      (Outside Counsel)	 
	 	 	7 Times
    Square	 
	 	 	New York, New
      York 10036	 
	 	 	Attn.: Frank E.
      Lawatsch, Jr., Esq.	 
	 	 	Facsimile No.: (212)
      916-2940	 


    

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

    Terms of the
Purchase

    Series of
Preferred Stock
Purchased:             
Series B

    Per Share
Liquidation Preference of Preferred
Stock:              $1,000.00

    Number of
Shares of Preferred Stock
Purchased:                    12,000
shares

    Dividend
Payment Dates on the Preferred Stock:    2/15, 5/15, 8/15,
11/15

    Number of
Initial Warrant Shares:       200,222
shares

    Exercise
Price of the
Warrant:              $8.99

    Purchase
Price:             $12,000,000

     

    
      
        
        

      

      
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    Closing

     Location
of Closing:      Telephonic

     Time
of Closing:           
 At such time as determined by the parties

     Date
of
Closing:             December
23, 2008

     

     

    
      	

                              
      Wire Information for Closing:

            	 	 
	 	 	 
	 	 	 
	

                              
      Beneficiary Bank RT:

            	021207154	 
	 	 	 
	
                              
      Beneficiary Bank Name:

            	1st Constitution
      Bank	 
	 	 	 
	

                              
      Beneficiary Bank Address:

            	
              2650 Route
      130

              Cranbury, New Jersey 08512

            	 
	 	 	 
	

                              
      Beneficiary Account Number:

            	155	 
	 	 	 
	

                              
      Beneficiary:

            	1st Constitution
      Bancorp	 
	 	 	 
	

                               Beneficiary
      Address:

            	
              2650 Route
      130

              Cranbury, New Jersey 08512

            	 
	 	 	 
	

                              
      Instructions:

            	
              Attention: Mr. Joseph M. Reardon

            	 
	 	 	 
	 	JosephReardon@1stconstitution.com	 
	 	 	 
	 	(609) 655 – 4500 x
      155	 


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    SCHEDULE
B

     

     

     

    CAPITALIZATION

     

    


     

    Capitalization
Date:      November 30, 2008

     

    


     

    Common
Stock

     

    
      	
                         
      Par value:

            	
              No
      Par

            


    

    
      	
                         
      Total Authorized:

            	
              30,000,000
      shares

            
	           
      Outstanding	

              3,998,844
      shares

            


    

    
      	
               

            	
              Subject
      to warrants, options, convertible 

                 
      securities, etc.:

            


    

    
      	
               
      

            	
              warrants:
      0 sharesoptions outstanding: 156,514
shares

            


    

    
      	
               
      

            	
              unissued
      restricted stock awards: 7,193
shares

            


    

    
      	
               
      

            	
              Reserved
      for benefit plans and other 

                     
      issuances:777,768

            


    

    
      	
               
      

            	
              Remaining
      authorized but unissued:
      

                    
      25,059,681 shares

            


    

    
      	
               
      

            	
              Shares
      issued after Capitalization Date 

                    (other
      than pursuant to warrants, options, 

                   
      convertible securities, etc. as set forth 

                   
      above):    
None

            


    

     

     

    Preferred
Stock

     

    
      	
              Par
      value:

            	
              No
      Par

            


    

    
      	
              Total
      Authorized:

            	
              5,000,000

            


    

    
      	
              Outstanding
      (by series):

            	
              0

            


    

    
      	
              Reserved
      for issuance:

            	
              28,966

            


    

    
      	
              Remaining
      authorized but unissued:

            	
              4,971,034

            


    

     

    
      
        
        

      

      
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    SCHEDULE
C

     

    REQUIRED STOCKHOLDER
APPROVALS

     

     

    Required1                                % Vote
Required

     

    Warrants -- Common Stock
Issuance

     

     

    Charter
Amendment

     

     

    Stock
Exchange Rules

     

     

     

    If no
stockholder approvals are required, please so indicate by checking the
box:   x

     

     

     

     

     

     

    
    

     

    
      	 	 


    

    
      	
              1

            	
              If
      stockholder approval is required, indicate applicable class/series of
      capital stock that are required to
vote.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
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    SCHEDULE
D

     

    LITIGATION

     

    List any
exceptions to the representation and warranty in Section 2.2(1) of the
Securities Purchase Agreement — Standard Terms.

     

     

     

     

    If none,
please so indicate by checking the box:  x 

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    SCHEDULE
E

     

    COMPLIANCE WITH
LAWS

     

    List any
exceptions to the representation and warranty in the second sentence of Section
2.2(m) of the Securities Purchase Agreement — Standard Terms.

     

     

     

     

     

     

    If none,
please so indicate by checking the box:  x 

     

     

     

     

     

    List any
exceptions to the representation and warranty in the last sentence of Section
2.2(m) of the Securities Purchase Agreement — Standard Terms.

     

     

     

     

     

     

    If none,
please so indicate by checking the box:  x

     

     

       

    
      
        
        

      

      
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    SCHEDULE
F

     

    REGULATORY
AGREEMENTS

     

    List any
exceptions to the representation and warranty in Section 2.2(s) of the
Securities Purchase Agreement — Standard Terms.

     

     

     

     

    If none,
please so indicate by checking the box:  x  

     

     

     

     

     

     

     

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