U NITED S TATES D EPARTMENT
OF THE T REASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
April 8, 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 applicable securities laws, the
Investor shall be permitted to Transfer all or a portion of the
Warrant or Substitute Warrant (as defined below) with respect to,
and/or exercise the Warrant or Substitute Warrant for, all or a
portion of the number of shares of Common Stock issuable
thereunder, at any time and without limitation, and Section 4.4 of
the Securities Purchase Agreeme
