Exhibit 10.1
FIRST AMENDMENT
TO
WARRANT AGREEMENT
THIS FIRST AMENDMENT TO WARRANT
AGREEMENT dated as of September 21, 2009 (this “First
Amendment”) is made and entered into by and between WACCAMAW
BANKSHARES, INC., a North Carolina corporation
(“Waccamaw”) and FIRST-CITIZENS BANK & TRUST
COMPANY, a North Carolina banking corporation
(“First-Citizens”).
RECITALS
1. Waccamaw and First-Citizens
entered into a Warrant Agreement dated as of September 18,
2006, whereby Waccamaw appointed First-Citizens to act on its
behalf in connection with (i) the issuance, transfer, and
exchange of certificates representing warrants to purchase
Waccamaw’s common stock (the “Warrants”),
(ii) the exercise of the Warrants by the holders thereof
(together with any registered successors or assigns, the
“Holders”), and (iii) the adjustment of the
Warrants in certain events.
2. Pursuant to section 14 of the
Warrant Agreement, Waccamaw and First-Citizens may by supplemental
agreement make any changes or corrections to the Warrant Agreement
that they deem necessary or desirable and which shall not adversely
affect the purchase or other material rights of the Holders of
Warrant Certificates.
3. Waccamaw and First-Citizens
desire to amend the Warrant Agreement to extend the period during
which the Warrants may be exercised until September 30,
2014.
TERMS OF AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing premises and the mutual covenants and agreements of
the parties contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Section 4.1 of the Warrant
Agreement shall be amended and restated to extend the exercise
period of the Warrants, such amended and restated section 4.1 to
read in its entirety as follows:
4.1 Exercise Period . The
Warrants may be exercised at any time commencing after
September 30, 2006 (the “Initial Exercise Date”)
but not later than 5:00 P.M., Eastern Time, on September 30,
2014 (the “Expiration Date”). If the Expiration Date is
not a Business Day, it shall automatically be extended to 5:00 P.M.
on the next day which is a Business Day. Business Day means any day
other than a Saturday, Sunday, or holiday on which banks in North
Carolina are authorized by law to close.
2. Capitalized terms used in this
First Amendment and not otherwise defined herein shall have the
meanings given to such terms in the
