U
NITED S
TATES D
EPARTMENT OF THE T
REASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
March 31, 2009
Ladies and Gentlemen:
Reference is made to that certain Letter Agreement incorporating
the Securities Purchase Agreement - Standard Terms (the "
Securities Purchase Agreement "), dated as of the date set
forth on Schedule A hereto, between the United States Department of
the Treasury (the " Investor ") and the company set forth on
Schedule A hereto (the " Company "). Capitalized terms used
but not defined herein shall have the meanings assigned to them in
the Securities Purchase Agreement. Pursuant to the Securities
Purchase Agreement, at the Closing, the Company issued to the
Investor the number of shares of the 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 ").
In connection with the consummation of the repurchase (the "
Repurchase ") by the Company from the Investor, on the date
hereof, of the number of Preferred Shares listed on Schedule A
hereto (the " Repurchased Preferred Shares "), as permitted
by the Emergency Economic Stabilization Act of 2008, as amended by
the American Recovery and Reinvestment Act of 2009:
(a) The Company hereby
acknowledges receipt from the Investor of the share certificate(s)
set forth on Schedule A hereto representing the Preferred Shares;
and
(b) The Investor hereby
acknowledges receipt from the Company of a wire transfer to the
account of the Investor set forth on Schedule A hereto in
immediately available funds of the aggregate purchase price set
forth on Schedule A hereto, representing payment in full for the
Repurchased Preferred Shares at a price per share equal to the
Liquidation Amount per share, together with any accrued and unpaid
dividends to, but excluding, the date hereof.
The Investor and the Company hereby agree that, notwithstanding
Section 4.4 of the Securities Purchase Agreement, immediately
following consummation of the Repurchase, but subject to compliance
with ap
