INVESTMENT AGREEMENTInvestment Agreement • June 9th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • New York
This INVESTMENT AGREEMENT (this “Agreement”) dated as of June 7, 2008, is by and among Guaranty Financial Group Inc., a Delaware corporation (the “Company”), and [ ], a [ ] (the “Investor”).
June 7, 2008 Mr. Keith Meister Managing Director Icahn Partners LP 767 Fifth Avenue, 47th Floor New York, New York 10153 Ladies and Gentlemen:TRT Investment Agreement • June 9th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • New York
Contemporaneously with the execution and delivery of this letter agreement (this “Agreement”), Guaranty Financial Group Inc. (the “Company” or “we”) and Icahn Partners LP (the “Investor”) have entered into that certain Investment Agreement of even date herewith (the “Investment Agreement”). Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meaning given to them in the Investment Agreement. The Company and the Investor are entering into this Agreement to agree to additional terms and conditions related to the transactions contemplated by the Investment Agreement, as set forth below:
THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION...Certain Purchase Agreement • June 9th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • New York
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN PURCHASE AGREEMENT (THE “PURCHASE AGREEMENT”) DATED AS OF JUNE 7, 2008 AMONG GUARANTY BANK AND THE PURCHASERS NAMED THEREIN, AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE PURCHASE AGREEMENT. AN INDENTURE MUST BE IN PLACE BEFORE THE SECURITIES EVIDENCED HEREBY ARE TRANSFERRED TO ANY NON-ACCREDITED INVESTOR.
PURCHASE AGREEMENT BETWEEN GUARANTY BANK GUARANTY FINANCIAL GROUP INC. AND THE UNIT PURCHASERS Dated as of June 7, 2008Purchase Agreement • June 9th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • New York
THIS PURCHASE AGREEMENT, dated as of June 7, 2008 (this “Agreement”), is entered into between Guaranty Bank, a federal savings bank having its principal office at 1300 S. Mopac Expressway, Austin, Texas 78746 (the “Bank”), Guaranty Financial Group Inc., a Delaware corporation (the “Parent”), and each of the purchasers listed on Schedule 1 attached hereto (individually a “Purchaser” and collectively the “Purchasers”, whether one or more), having their respective offices at the addresses set forth on Schedule 1.
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”)Letter Agreement • June 9th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered
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”).
