Exhibit 10.9


 


UST 142


 


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 in a private placement the number of shares of a series of its
preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of
shares of a series of its preferred stock set forth on Schedule A hereto (the “Warrant” and, together with the Preferred
Shares, the “Purchased Securities”) and
the United States Department of the Treasury (the “Investor”) intends to purchase from the Company the
Purchased Securities.


 


The purpose of this letter agreement is to confirm
the terms and conditions of the purchase by the Investor of the Purchased
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 Except to the extent supplemented or superseded by the terms set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 Company and the Investor hereby confirms its agreement with
the other party with respect to the issuance by the Company of the Purchased
Securities and the purchase by the Investor of the Purchased 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), the
Disclosure Schedules and the Warrant 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.


 


* * *


 

















 


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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PACIFIC CITY FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Andrew
  Chung

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:
  December 19, 2008