(CDFI Credit Unions 

Senior Securities)

UST Sequence No. [___] 

UNITED STATES DEPARTMENT OF THE TREASURY 

1500 PENNSYLVANIA AVENUE, NW 

WASHINGTON, D.C. 20220 

Dear Ladies and Gentlemen: 

The credit union set forth on the signature page hereto (the “Credit Union”) intends to 

issue in a private placement the subordinated debentures set forth on Schedule A hereto (the 

“Senior Subordinated Securities”) and the United States Department of the Treasury (the 

“Investor”) intends to purchase from the Credit Union the Senior Subordinated Securities. 

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

purchase by the Investor of the Senior Subordinated Securities. Except to the extent 

supplemented or superseded by the terms set forth herein or in the Schedules hereto, the 

provisions contained in the Securities Purchase Agreement – Standard Terms attached hereto as 

Exhibit A (the “Securities Purchase Agreement”) are incorporated by reference herein. Terms 

that are defined in the Securities Purchase Agreement are used in this letter agreement as so 

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

Purchase Agreement, the terms of this letter agreement shall govern. 

Each of the Credit Union and the Investor hereby confirms its agreement with the other 

party with respect to the issuance by the Credit Union of the Senior Subordinated Securities and 

the purchase by the Investor of the Senior Subordinated Securities pursuant to this letter 

agreement and the Securities Purchase Agreement on the terms specified on Schedule A hereto. 

This letter agreement (including the Schedules hereto), the Securities Purchase 

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

Securities Purchase 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 Securities Purchase 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. 

* * * 
UST Sequence No. [___] 

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: 

CREDIT UNION: 

By: 

Name: 

Title: 

Date: __________, 2010 
UST Sequence No. [___] 

SCHEDULE A 

ADDITIONAL TERMS AND CONDITIONS

Credit Union Information: 

Name of the Credit Union: 

Organizational Form: 

Jurisdiction of Organization: 

Appropriate Supervisory Authority: 

Notice Information: 

Terms of the Purchase: 

Original Aggregate Principal 

Amount of Senior 

Subordinated Securities in the 

form of Annex A purchased:1

Denomination amount: $1,000.00 

Maturity: [8][13] years 

Ranking: Subordinate to claims of creditors, shareholders and 

the National Credit Union Share Insurance Fund. 

Interest Rate: 2% per annum until the eighth anniversary of the 

date hereof, and thereafter at a rate of 9% per 

annum. 

Interest Payment Dates: Quarterly, in arrears, February 15, May 15, August 

15 and November 15 of each year. 

Restriction on Acceleration: Principal and accrued interest may only become 

immediately due and payable (i.e. accelerated) upon 

the occurrence of an Event of Default. 

 

1

 The Principal Amount shall be equal to not more than three and a half percent (3.5%) of the Credit 

Union’s total assets and not more than fifty percent (50%) of the capital and surplus of the Credit Union. 
UST Sequence No. [___] -2- 

Closing: 

Location of Closing: 

Time of Closing: 

Date of Closing: 

Wire Information for Closing: ABA Number: 

Bank: 

Account Name: 

Account Number: 

Beneficiary: 

Contact for Confirmation of Wire Information: 
UST Sequence No. [___] 

SCHEDULE B 

CAPITALIZATION

Capitalization Date: 

Capital Interests

Type of Interest (Member Shares, etc.): 

Par Value: 

Outstanding (aggregate dollar amount of Member Shares as of Capitalization Date): 

Subordinated Debt: 

Type: 

Amount Outstanding: 

Amount Qualifying as Secondary Capital: 

[Private Capital

Type of Interest representing Private Capital: 

Par value: 

 Date of issuance of Private Capital:]

Additional Dividends (special dividends in excess of stated dividend rates payable on share 

accounts, etc.) Paid in 2009: 

Total Dividends Paid in 2009: 

Holders of 5% or more of Primary Address 

Member Shares 

 

Holders of Other Capital Instruments Primary Address

Describe any commitments to authorize, issue or sell Capital Interests (other than in connection 

with the ordinary course issuance of shares to new members): 
 -2- 

If none, please so indicate by checking the box: . 
UST Sequence No. [___] 

SCHEDULE C 

MATERIAL ADVERSE EFFECT

List any exceptions to the representation and warranty in Section 3.1(g) of the Securities 

Purchase Agreement – Standard Terms. 

If none, please so indicate by checking the box: . 
UST Sequence No. [___] 

SCHEDULE D

LITIGATION

List any exceptions to the representation and warranty in Section 3.1(l) of the Securities 

Purchase Agreement – Standard Terms. 

If none, please so indicate by checking the box: . 
UST Sequence No. [___] 

SCHEDULE E 

COMPLIANCE WITH LAWS

List any exceptions to the representation and warranty in the second sentence of Section 3.1(m) 

of the Securities Purchase 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 3.1(m) of 

the Securities Purchase Agreement – Standard Terms. 

If none, please so indicate by checking the box: . 
UST Sequence No. [___] 

SCHEDULE F 

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 3.1(s) of the Securities 

Purchase Agreement – Standard Terms. 

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