(CDFI Subchapter S Corporation 

Senior Securities) 

 

UNITED STATES DEPARTMENT OF THE TREASURY 

1500 PENNSYLVANIA AVENUE, NW 

WASHINGTON, D.C. 20220 

Dear Ladies and Gentlemen: 

The company set forth on the signature page hereto (the “Company”) intends to issue the 

subordinated debentures, which such subordinated debentures do not constitute a new class of 

equity, set forth on Schedule A hereto (the “CDCI Senior Subordinated Securities”) to the 

United States Department of the Treasury (the “Investor”) in exchange for the subordinated 

debentures previously acquired by the Investor pursuant to the Company’s participation in the 

Troubled Asset Relief Program Capital Purchase Program set forth on Schedule A (the “CPP 

Senior Subordinated Securities”). 

The purpose of this letter agreement is to confirm the terms and conditions of the 

exchange. Except to the extent supplemented or superseded by the terms set forth herein or in 

the Schedules hereto, the provisions contained in the Exchange Agreement – Standard Terms 

attached hereto as Exhibit A (the “Exchange Agreement”) are incorporated by reference herein. 

Terms that are defined in the Exchange Agreement are used in this letter agreement as so 

defined. In the event of any inconsistency between this letter agreement and the Exchange 

Agreement, the terms of this letter agreement shall govern. 

Each of the Company and the Investor hereby confirms its agreement with the other party 

with respect to the issuance by the Company of the CDCI Senior Subordinated Securities and the 

exchange of the “subordinated debentures” for the CPP Senior Subordinated Securities pursuant 

to this letter agreement and the Exchange Agreement on the terms specified on Schedule A

hereto. 

This letter agreement (including the Schedules hereto), the Exchange Agreement 

(including the Annexes thereto) and the Disclosure Schedules (as defined in the Exchange 

Agreement) constitute the entire agreement, and supersede all other prior agreements, 

understandings, representations and warranties, both written and oral, between the parties, with 

respect to the subject matter hereof. This letter agreement constitutes the “Letter Agreement” 

referred to in the Exchange Agreement. 

This letter agreement may be executed in any number of separate counterparts, each such 

counterpart being deemed to be an original instrument, and all such counterparts will together 

constitute the same agreement. Executed signature pages to this letter agreement may be 

delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature 

pages had been delivered. 

* * * 
 

In witness whereof, this letter agreement has been duly executed and delivered by the 

duly authorized representatives of the parties hereto as of the date written below. 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: ____________________________________ 

Name: 

Title: 

COMPANY: _________________________ 

By: ____________________________________ 

Name: 

Title: 

Date: _________________________ 
 

EXHIBIT A 

EXCHANGE AGREEMENT
 

SCHEDULE A

ADDITIONAL TERMS AND CONDITIONS

Company Information:

Name of the Company: 

Corporate or other organizational form of Company: 

Jurisdiction of Organization of Company: 

Appropriate Federal Banking Agency of Company: 

Name of Certified Entities: 

Corporate or other organizational form of each Certified Entity: 

Jurisdiction of Organization of each Certified Entity: 

Appropriate Federal Banking Agency of each Certified Entity: 

Notice Information: 

Terms of the Exchange:

Aggregate Principal Amount of CDCI Senior Subordinated Securities exchanged in the 

form of Annex D:1

Denomination Amount of CDCI Senior Subordinated Securities: $1,000 

Number of CDCI Senior Subordinated Securities Exchanged: 

Maturity of CDCI Senior Subordinated Securities exchanged: [Insert for banks or 

savings associations: 13 years] [Insert for Bank Holding Companies or Savings and Loan 

Holding Companies: 30 years]

Dividend Payment Dates on the CDCI Senior Subordinated Securities: Payable quarterly 

in arrears on February 15, May 15, August 15 and November 15 of each year. 

 

1

 Company may issue CDCI Senior Subordinated Securities having an aggregate capital amount equal to 

the positive difference, if any, between (i) (x), if the Company is a Certified Entity, five percent (5%) of 

the risk-weighted assets of the Company or (y), if the Company is not a Certified Entity, five percent 

(5%) of the sum of the risk-weighted assets of each of the Certified Entities and (ii) the aggregate 

liquidation preference of any outstanding (x) CPP Senior Subordinated Securities and (y) CDCI Senior 

Subordinated Securities. 
 

CPP Senior Subordinated Securities exchanged: [Insert title or description of Securities]

Aggregate Principal Amount of CPP Senior Subordinated Securities exchanged: 

Number of CPP Senior Subordinated Securities: 

Date of Letter Agreement pursuant to which CPP Senior Subordinated Securities were 

purchased: 

Closing:

Location of Closing: 

Time of Closing: 

Date of Closing: 
 

SCHEDULE B 

CAPITALIZATION

Capitalization date: 

S-Corp Capital

Common Stock: 

Par value: 

Total Authorized: 

Outstanding: 

Reserved for benefit plans and other issuances: 

Remaining authorized but unissued: 

Trust Preferred Securities Outstanding: 

Subordinated Debt: 

Amount of Allowable Tax Distribution for 2009: 

Additional Dividends Paid for 2009: 

Total Dividends Paid in 2009: 

Holders of 5% or more of any equity Primary Address
 

SCHEDULE C 

MATERIAL ADVERSE EFFECT

List any exceptions to the representation and warranty in Section 3.6 of the Exchange Agreement 

– Standard Terms. 

If none, please so indicate by checking the box: . 
 

SCHEDULE D 

LITIGATION

List any exceptions to the representation and warranty in Section 3.10 of the Exchange 

Agreement – Standard Terms. 

If none, please so indicate by checking the box: . 
 

SCHEDULE E 

COMPLIANCE WITH LAWS

List any exceptions to the representation and warranty in the second sentence of Section 3.11 of 

the Exchange Agreement– Standard Terms. 

If none, please so indicate by checking the box: . 

List any exceptions to the representation and warranty in the last sentence of Section 3.11 of the 

Exchange Agreement – Standard Terms. 

If none, please so indicate by checking the box: . 
 

SCHEDULE F 

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 3.17 of the Exchange 

Agreement – Standard Terms. 

If none, please so indicate by checking the box: .
 

SCHEDULE G 

AMENDMENT TO CHARTER TO EFFECT SECTION 5.12(b)

List any exceptions to the representation and warranty in Section 3.23 of the Exchange 

Agreement – Standard Terms. 

If none, please so indicate by checking the box: .