EXHIBIT 10.6
December 12, 2008
United States Department of the
Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
Center Financial
Corporation
3435 Wilshire Boulevard, Suite 700
Los Angeles, California 90010
Ladies and Gentlemen:
Reference is made to that certain
Letter Agreement incorporating the Securities Purchase Agreement
– Standard Terms dated of even date herewith (the “
Securities Purchase Agreement ”) by and among United
States Department of Treasury (“ Investor ”) and
Center Financial Corporation (“ Company ”).
Investor and Company desire to set forth herein certain additional
agreements regarding Company’s commitment to the holder of
the Preferred Shares after the closing of the transactions
contemplated by the Securities Purchase Agreement. Terms that are
defined in the Securities Purchase Agreement are used in this
letter agreement as so defined.
In order to comply with California
Corporations Code §212(a), the Company has modified section
7(b) of the Standard Provisions of the Certificate of Determination
attached as Exhibit A to the Securities Purchase Agreement
(the “ Certificate of Determination ”) to
provide in pertinent part as follows:
“Whenever, at any time or
times, dividends payable on the shares of Designated Preferred
Stock have not been paid for an aggregate of six quarterly Dividend
Periods or more, whether or not consecutive, the holders of the
Designated Preferred Stock shall have the right, with holders of
shares of any one or more other classes or series of Voting Parity
Stock outstanding at the time, voting together as a class, to elect
two directors…”
By its execution hereof, the Company
hereby confirms and agrees that as of the date hereof and at all
times while any shares of the Designated Preferred Stock are
outstanding it shall maintain a range of directors of the Company
that will permit the holder of the Preferred Shares to elect two
directors in accordance with said section 7(b
