Exhibit 10.1
UNITED STATES DEPARTMENT OF THE
TREASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
May 20, 2009
Ladies and Gentlemen:
Reference is made to the redemption
of preferred shares as of the date set forth on Schedule A hereto
(the “Preferred Shares” ), by the company set
forth on Schedule A hereto (the
“Company”).
The Company has completed the
redemption of all of the Preferred Shares issued to the United
States Department of the Treasury (the “
Investor” ) pursuant to the Securities Purchase
Agreement – Standard Terms (including the Annexes thereto)
and the Letter Agreement, (including the Schedules thereto), dated
as of December 5, 2008 (the “Securities Purchase
Agreement”) between the Company and the Investor. Following
such time, the Company delivered a Warrant Repurchase Notice dated
as of the date set forth on Schedule A hereto to the Investor. In
connection with the consummation, on the date hereof, of the
repurchase of the Warrant by the Company from the Investor, as
contemplated by the Warrant Repurchase Notice and Section 4.9
of the Securities Purchase Agreement:
(a) The Company hereby acknowledges
receipt from the Investor of the Warrant; and
(b) The Investor hereby acknowledges
receipt from the Company of