UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW 

Washington, D.C. 20220 

 __________ __, 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 the series of 

its preferred stock set forth on Schedule A hereto (such shares, the “Warrant Shares”), which 

was exercised by the Investor at Closing. 

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”) [and the number of Warrant Shares 

listed on Schedule A hereto (the “Repurchased Warrant Shares”)]1

, 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 for the account of the Investor 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[; 

and] 

[(c) The Investor hereby acknowledges receipt from the Company of a share 

certificate for the number of Preferred Shares set forth on Schedule A hereto, equal to the 

 

1

 To be included only if the Company is repurchasing 100% of the Preferred Shares and some or all of the 

Warrant Shares. 

095331-0002-11807-Active.11563888.5
095331-0002-11807-Active.11563888.5 -2-

 

difference between the Preferred Shares represented by the certificate referenced in 

clause (a) above and the Repurchased Preferred Shares]2 [and] 

[(d) The Company hereby acknowledges receipt from the Investor of the share 

certificate(s) set forth on Schedule A hereto representing the Warrant Shares; [and] 

(e) The Investor hereby acknowledges receipt from the Company of a wire 

transfer for the account of the Investor in immediately available funds of the aggregate 

purchase price set forth on Schedule A hereto, representing payment in full for the 

Repurchased Warrant 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[; 

and] 

[(f) The Investor hereby acknowledges receipt from the Company of a share 

certificate for the number of Warrant Shares set forth on Schedule A hereto, equal to the 

difference between the Warrant Shares represented by the certificate referenced in clause 

(d) above and the Repurchased Warrant Shares].3 ]4 

This letter agreement will be governed by and construed in accordance with the federal 

law of the United States if and to the extent such law is applicable, and otherwise in accordance 

with the laws of the State of New York applicable to contracts made and to be performed entirely 

within such State. 

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 sufficient as if actual signature pages 

had been delivered. 

[Remainder of this page intentionally left blank] 

2

 Bracketed clause (c) to be included if the Company is repurchasing less than 100% of the Preferred Shares 

issued at Closing. 

3

 Bracketed clause (f) to be included if the Company is repurchasing less than 100% of the Warrant Shares issued 

at Closing. 

4

 Bracketed clauses (d)-(f) to be included only if the Company is repurchasing 100% of the Preferred Shares and 

some or all of the Warrant Shares. 
In witness whereof, the parties have duly executed this letter agreement as of the date 

first written above. 

 UNITED STATES DEPARTMENT OF 

 THE TREASURY 

 By: 

 Name: 

 Title: 

 COMPANY: 

 By: 

 Name: 

 Title: 
SCHEDULE A 

General Information:

Date of Letter Agreement incorporating the Securities 

Purchase Agreement: 

Name of the Company: 

Corporate or other organizational form of the 

Company: 

Jurisdiction of organization of the Company: 

Number and series of preferred stock issued to the 

Investor at the Closing (Preferred Shares): 

Number and series of preferred stock underlying the 

Warrant issued to the Investor at the Closing (Warrant 

Shares): 

Terms of the Repurchase of the Preferred Shares:

Number of Preferred Shares purchased by the 

Company: 

Share certificate number (representing the Preferred 

Shares previously issued to the Investor at the 

Closing): 

Per share Liquidation Amount of Preferred Shares: 

Accrued and unpaid dividends on Preferred Shares: 

Aggregate purchase price for Repurchased Preferred 

Shares: 

[Difference between the Preferred Shares and the 

Repurchased Preferred Shares:]5

[Terms of the Repurchase of the Warrant Shares:

Number of Warrant Shares purchased by the 

Company: 

Share certificate (representing the Warrant Shares 

previously issued to the Investor at the Closing): 

 

5

 Bracketed cell to be included if the Company is repurchasing less than 100% of the Preferred Shares issued at 

Closing. 

095331-0002-11807-Active.11563888.5
095331-0002-11807-Active.11563888.5

Per share Liquidation Amount of Warrant Shares: 

Accrued and unpaid dividends on Warrant Shares: 

Aggregate purchase price for Repurchased Warrant 

Shares: 

[Difference between the Warrant Shares and the 

Repurchased Warrant Shares:]6

Aggregate purchase price for Repurchased Preferred 

Shares and Repurchased Warrant Shares:]7

Investor wire information for payment of purchase 

price: 

ABA Number: 

Bank: 

Account Name: 

Account Number: 

Beneficiary: 

 

6

 Bracketed cell to be included if the Company is repurchasing less than 100% of the Warrant Shares issued at 

Closing. 

7

 Bracketed cells to be included only if the Company is repurchasing 100% of the Preferred Shares and some or 

all of the Warrant Shares.