Exhibit 10(s)
WAIVER AND CONSENT AGREEMENT
This Waiver and Consent Agreement (this "Agreement") is entered into as of
August __, 1997 by and among Regent Bancshares Corp. ("Regent"), Regent National
Bank (the "Bank") and the persons listed on the signature pages hereto
(collectively, the "Holders") who purchased, in the aggregate, 1,120,000 shares
of common stock, par value $1.00 per share (the "Bank Common Stock"), of the
Bank in a private placement on April 16, 1997 for a purchase price of $8.50 per
share (the "Bank Offering").
WHEREAS, each of the Holders of Bank Common Stock received a Private
Placement Memorandum dated April 8, 1997 relating to the Bank Common Stock at or
prior to the time such Holder subscribed for its shares of Bank Common Stock;
WHEREAS, the Bank Common Stock was exempt from registration under the
Securities Act of 1933, as amended (the "1933 Act"), and there is an illiquid
public market therefor;
WHEREAS, the Private Placement Memorandum stated, and the Holders purchased
the Bank Common Stock with the understanding, that the Bank Common Stock sold in
the Bank Offering is mandatorily exchangeable, at the option of Regent, for
common stock, par value $.10 per share, of Regent (the "Regent Common Stock") at
the rate (the "Exchange Rate") of 1.41666 shares of Regent Common Stock for each
share of Bank Common Stock (the "Exchange") at any time after (i) the average of
the closing bid price of Regent Common Stock has equaled or exceeded $12 per
share for 15 consecutive trading days and (ii) the Regent Common Stock issuable
in exchange for the Bank Common Stock has been registered under the 1933 Act
(collectively, the "Conditions");
WHEREAS, the average of the closing bid price of Regent Common Stock on
Nasdaq for the 15 consecutive trading days to and including August __, 1997 was
____, so that based upon such average price, 1.41666 shares of Regent Common
Stock had a value of approximately $____ per share;
WHEREAS, on June 11, 1997, Regent filed with the Securities and Exchange
Commission (the "SEC") a registration statement on Form S-1 (the "Registration
Statement") that includes the Regent Common Stock issuable in exchange for the
Bank Common Stock and an amendment to such Registration Statement on July 31,
1997; and
WHEREAS, the Holders are of the opinion that it is in the best interests of
Regent that the exchange of Regent Common Stock for the Bank Common Stock be
consummated prior to September 30, 1997.
NOW, THEREFORE, in consideration of the premises set forth herein and other
valuable consideration, and intending to be legally bound hereby, Regent, the
Bank and the Holders agree as follows:
1. Waiver by the Holders. Effective as of the first business day following
the date (a) on which the Registration Statement shall have been declared
effective by the SEC and (b) Regent shall have received a counterpart of this
Agreement executed by each of the Holders, each Holder agrees
with respect to the Bank Common Stock owned by it to waive the Condition to the
Exchange that Regent cannot determine to effect the Exchange unless the average
closing bid price of Regent Common Stock shall have equaled or exceeded $12 per
share for 15 consecutive days.
2. The Exchange Offer. Promptly following the Registration Statement having
been declared effective by the SEC, Regent will mail to each Holder a prospectus
(the "Prospectus") relating to the Exchange Offer and a letter of transmittal
(the "Letter of Transmittal") for use in exchanging certificates representing
Bank Common Stock for certificates representing Regent Common Stock.
3. Surrender of Certificates. To effect a proper surrender and exchange of
certificates representing Bank Common Stock for certificates representing Regent
Common Stock, each Holder, promptly following such Holder's receipt of the
Prospectus and the Letter of Transmittal, agrees to complete, execute and return
the Letter of Transmittal and the certificate representing such Holder's Bank
Common Stock to Regent. Regent shall have reasonable discretion to determine
whether Letters of Transmittal have been properly completed and executed and to
disregard immaterial defects. Any good faith determination of Regent regarding
such matters shall be binding and conclusive on the Bank and the Holders. The
terms and conditions of the Letters of Transmittal, the form in which is
included as Exhibit A to this Agreement, are hereby incorporated in this
Agreement by reference. By executing and delivering a Letter of Transmittal to
Regent, such Holder thereby assigns and transfers the shares of Bank Common
Stock to Regent and irrevocably appoints Regent as such Holder's
attorney-in-fact to cause the exchange of shares of Regent Common Stock for
shares of Bank Common Stock. The method of delivery of certificates representing
Bank Common Stock and the Letters of Transmittal is at the election and risk of
the Holder.
4. Delivery of Regent Common Stock. Regent hereby agrees to deliver to each
Holder, as soon as practicable after receipt from such Holder of a duly executed
Letter of Transmittal and the certificates representing the Bank Common Stock
held by such Holder, certificates representing that number of full shares of
Regent Common Stock equal to the number of shares of Bank Common Stock delivered
to Regent by such Holder multiplied by the Exchange Rate.
5. Representations of the Holders. Each of the Holders represents and
warrants to Regent that: (a) such Holder is the sole owner of the Bank Common
Stock held by it and has not assigned, transferred or pledged or agreed to
assign, transfer or pledge any of the shares of Bank Common Stock held by it or
any interest therein to any other person or entity, and that the shares of Bank
Common Stock held by such Holder are not subject to any lien, security interest
or other encumbrance whatsoever and (b) such Holder has full power to surrender
the certificates representing Bank Common Stock for the exchange as provided
herein and Regent will acquire good title to such shares. Each Holder further
acknowledges that all authority conferred hereby and by such Holder's Letter of
Transmittal will survive the death or incapacity of such Holder.
6. Fractional Shares. Certificates for fractions of shares of Regent Common
Stock or scrip certificates in lieu thereof will not be issued, and holders of
certificates representing Bank Common Stock who would otherwise be entitled to
receive a fraction of a share of Regent Common Stock will have none of the
rights with respect to such fraction of a share that a holder of full shares of
Regent Common Stock would possess in respect of such full share, and will
receive in lieu thereof cash representing such fractional interest based upon
the closing bid price of Regent Common Stock on the date of the Prospectus.
-2-
7. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become a binding agreement when one or more counterparts have been signed
by each of the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
REGENT BANCSHARES CORP.
By:
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President and
Chief Executive Officer
REGENT NATIONAL BANK
By:
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chairman of the
Board and Chief Executive Officer
HOLDERS:
ASTER & CO.
By:
------------------------------ ----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
FIRST FINANCIAL FUND, INC.
By:
------------------------------ ----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title:
---------------------------------- ----------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
LONG VIEW PARTNERS B
By:
---------------------------------- ------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ Name:
Title:
---------------------------------- ----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, joint owner with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, joint owner with
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-3-
THE ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ FOUNDATION
By:
---------------------------------- ------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name:
Title:
---------------------------------- ----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, joint owner with ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, joint owner with
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
MERRILL, LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇
AND ▇▇▇▇▇, custodian f/b/o ▇▇▇▇ ▇.
▇▇▇▇▇ ▇▇▇
By:
------------------------------ ----------------------------------------
Name: Einar ▇▇▇▇ ▇▇▇▇▇▇▇
Title:
---------------------------------- ----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, tenant in ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, tenant in common
common with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ & WOLF 401(K) PLAN under an
Agreement dated 7/1/89 f/b/o
▇▇▇▇▇▇ ▇▇▇▇
By:
---------------------------------- ------------------------------------
▇▇▇▇▇ ▇▇▇▇ Name:
Title:
1994 GARDEN STATE TRUST WHITEWOOD FINANCIAL PARTNERS, L.P.
By: By:
------------------------------ ------------------------------------
Name: Name:
Title: Title:
BASSWOOD INTERNATIONAL FUND, INC. BASSWOOD FINANCIAL PARTNERS, L.P.
By: By:
------------------------------ ------------------------------------
Name: Name:
Title: Title:
MUTUAL DISCOVERY FUND
By:
---------------------------------- ------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Name:
Title:
-4-
▇▇▇▇▇▇▇▇, INC., custodian for
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇
By:
------------------------------ ----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
▇▇▇▇▇▇▇▇, INC., custodian for
▇▇▇▇ ▇. ▇▇▇▇▇
By:
---------------------------------- ------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ Name:
Title:
RAINBOW PARTNERS, LP MIX AVENUE, L.L.C.
By: By:
------------------------------ ------------------------------------
Name: Name:
Title: Title:
---------------------------------- ----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, joint owner with ▇▇▇▇ ▇▇▇▇▇
---------------------------------- ----------------------------------------
▇▇▇▇ ▇▇▇▇▇, joint owner with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇ LIMITED PARTNERSHIP
By:
------------------------------ ----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, joint owner with
Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------- ----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, joint owner ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------- ----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, joint owner ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, joint owner with
with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------- ----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, joint owner Elysee Calcagnini, joint owner with
with Elysee ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------- ----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, joint owner ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, joint owner with
with ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
-5-
CASTLE CREEK CAPITAL PARTNERS BOSTON PROVIDENT PARTNERS, L.P.
FUND-I
By: By:
------------------------------ ------------------------------------
Name: Name:
Title: Title:
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-6-
EXHIBIT A
REGENT BANCSHARES CORP.
LETTER OF TRANSMITTAL
Name and Address of Registered Owner Certificate Numbers Shares
(as it appears on certificates)
Tax ID:
Shares Issued:
TOTAL SHARES
Certificates for Shares, Par Value $1.00 per share, of Regent National Bank
("Bank Common Stock") to accompany this Letter of Transmittal.
Send Letter of Transmittal and certificates for your Bank Common Stock to:
BY MAIL: BY HAND: BY OVERNIGHT CARRIER:
Regent Bancshares Corp. Regent Bancshares Corp. Regent Bancshares Corp.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
Ladies and Gentlemen:
As a result of the decision by Regent Bancshares Corp. to effect the exchange of
1.41666 shares, par value $.10 per share, of Regent Bancshares Corp. ("Regent
Common Stock") for each share of Bank Common Stock issued in a private placement
on April 16, 1997, the undersigned surrenders herewith the following
certificate(s) for Bank Common Stock in exchange for a certificate of Regent
Common Stock.
Please issue one certificate, unless otherwise instructed, for Regent Common
Stock, in exchange for the above mentioned Bank Common Stock, at the rate of
1.41666 shares of Regent Common Stock for each share of Bank Common Stock
surrendered. Forward such certificate(s) in the name(s) and to the address shown
above unless other instructions are indicated below.
--------------------------------------------------------------------------------
This Letter of Transmittal must be signed by the registered owner(s) exactly as
the name(s) appear(s) on the certificate(s). The undersigned hereby acknowledges
receipt of a letter dated August __, 1997, from Regent Bancshares Corp.
accompanied by a Prospectus dated August __, 1997.
=======================================================
---------------------------------
Dated
=======================================================
Taxpayer Identification or Social Security Number ---------------------------------
(TIN) CERTIFICATION: Under the penalties of Signature of Owner(s) or Agent
perjury, I certify that the information provided on
this Transmittal, including the information in the TIN ---------------------------------
box, is true, correct and complete. Failure to com- Signature of Owner(s) or Agent
plete and return this information will result in backup
withholding of 31% of payments due to you. ---------------------------------
Telephone No. (Include Area Code)
----------------------------------------------------------------------------------------------
USE ONLY WHERE SPECIAL ISSUANCE REQUESTED (FOLLOW ENCLOSED INSTRUCTIONS)
Certificates will be issued in name shown on the face hereof, unless otherwise
instructed below. Signatures on this Letter of Transmittal must be guaranteed by
an eligible institution if special issuance is requested.
Issue to:
Name:
--------------------------------
----------------------------------------
Address:
-------------------------------- ----------------------------------------
Identification or Social Security Number
of Transferee
--------------------------------
(Print)
USE ONLY WHERE SPECIAL DELIVERY REQUESTED
Certificates will be mailed to the address shown on the face hereof, unless the
Special Issuance Request above has been used, in which case to the address set
forth therein, unless otherwise instructed below.
Deliver / / BY MAIL / / AGAINST COUNTER RECEIPT to:
Name:
--------------------------------
Address:
--------------------------------
--------------------------------
(Print)
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
------ ----------------------- ------------
10(r) Employment Agreement among Registrant,
Regent National Bank and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, dated as of April 14, 1997
10(s) Form of Waiver and Consent Agreement
among Registrant, Regent National Bank
and certain holders of Bank Common Stock
23(b) Consent of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
23(c) Consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
