Exhibit 10.23
UST Seq.
No. 642
U NITED S TATES D EPARTMENT OF THE T REASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
September 25, 2009
Ladies and Gentlemen:
Reference is made to that certain
Letter Agreement incorporating the Securities Purchase Agreement
– Standard Terms dated of as of the date of this letter
agreement (the “ Securities Purchase Agreement
”) between United States Department of Treasury (“
Investor ”) and the company named on the signature
page hereto (the “ Company ”). Investor and the
Company desire to amend the Securities Purchase Agreement as
follows:
1. Section 2.1(a) of the
Securities Purchase Agreement is amended to read in its entirety as
follows:
“(a) [Intentionally
Omitted.]”
2. Section 2.1(c) of the
Securities Purchase Agreement is amended to read in its entirety as
follows:
“(c) “ Previously
Disclosed ” means information set forth or incorporated
in the Company’s Annual Report on Form 10-K for the most
recently completed fiscal year of the Company filed with the
Primary Federal Securities Regulator prior to the execution and
delivery of this Agreement (the “ Last Fiscal Year
”) or in its other reports and forms filed with or furnished
to the Primary Federal Securities Regulator as contemplated under
Sections 13(a), 14(a) or 15(d) of the Exchange Act on or after the
last day of the Last Fiscal Year and prior to the execution and
delivery of this Agreement. “ Primary Federal Securities
Regulator ” means the SEC or the primary federal bank
regulator with which the Company files its reports, registration
statements, proxy statements and other filings under the Exchange
Act. If the Company is required to make filings with a Primary
Federal Securities Regulator other than the SEC, all references in
this Agreement to the SEC shall be deemed to refer to the
Company’s Primary Federal Securities
Regulator.”
3. The definition of
“Registrable Securities” in Section 4.5(l)(iv) of
the Securities Purchase Agreement is amended by adding the
following sentence at the end thereof:
“Notwithstanding anything in
this Section
