Exhibit 10.2


 


                                                                                                         December 12,
2008


 


United States Department
of the Treasury


1500 Pennsylvania Avenue,
NW


Washington, D.C. 20220


 


Wilshire Bancshares, Inc.

3200 Wilshire Blvd.

Los Angeles, California  90010


 


Ladies and Gentlemen:


 


Reference
is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement — Standard Terms dated of even date herewith (the “Securities Purchase Agreement”) by and among United States
Department of Treasury (“Investor”) and Wilshire Bancorp, Inc. (“Company”). Investor and Company desire to set forth herein
certain additional agreements regarding Company’s commitment to the holder of
the Preferred Shares after the closing of the transactions contemplated by the
Securities Purchase Agreement.  Terms
that are defined in the Securities Purchase Agreement are used in this letter
agreement as so defined.


 


In
order to comply with California Corporations Code §212(a), the Company has
modified section 7(b) of the Standard Provisions of the Certificate of
Designations attached as Exhibit A to the Securities Purchase
Agreement (the “Certificate of Designations”)
to provide in pertinent part as follows:


 


“Whenever, at any time or times, dividends
payable on the shares of Designated Preferred Stock have not been paid for an
aggregate of six quarterly Dividend Periods or more, whether or not
consecutive, the holders of the Designated Preferred Stock shall have the
right, with holders of shares of any one or more other classes or series of
Voting Parity Stock outstanding at the time, voting together as a class, to
elect two directors...”


 


By its
execution hereof, the Company hereby confirms and agrees that as of the date
hereof and at all times while any shares of the Designated Preferred Stock are
outstanding it shall maintain a range of directors of the Company that will
permit the holder of the Preferred Shares to elect two directors in accordance
with said section 7(b).  Currently Section 2.1 (the “Applicable Provision”) of the Company’s
bylaws (the “Bylaws”) provides
for a range of directors of no less than eight (8) and no more than fifteen (15).  At all times
while any shares of the Designated Preferred Stock are outstanding, the Company
shall not fill more than thirteen
(13) director positions.  In the event
the Company desires to increase the number of directors beyond thirteen (13),
then the Company shall be required to amend the Bylaws to increase the maximum
directors to always allow for at least two open director seats for the holders
of the Preferred Shares to elect in accordance with Section 7(b) of
the Standard Terms of the Certificate of Determination of Preferences of Series A
Fixed Rate Cumulative Perpetual Preferred Stock of Wilshire Bancorp, Inc.
(and to amend the bylaws to provide that such provision may not be


 

















 


United States Department
of Treasury
 Wilshire Bancorp, Inc.


December 12,
2008


 


modified, amended or repealed by the Company’s board
of directors (or any committee thereof) or without the affirmative vote and
approval of (x) the stockholders and (y) the holders of at least a
majority of the shares of Designated Preferred Stock outstanding at the time of
such vote and approval).


 


The
parties hereto acknowledge that there would be no adequate remedy at law if the
Company fails to perform any of its obligations under this letter agreement and
that the Investor may be irreparably harmed by any such failure, and
accordingly agree that the Investor, in addition to any other remedy to which
it may be entitled at law or in equity, to the fullest extent permitted and
enforceable under applicable law shall be entitled to compel specific
performance of the obligations of the Company under this letter agreement without
the necessity of proving the inadequacy of monetary damages as a remedy or the
posting of a bond.


 


This
letter agreement and the Certificate of Designations constitute the entire
agreement, and supersedes 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 may be executed in counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same
instrument.  This letter agreement shall
be governed in all respects, including as to validity, interpretation and
effect, by the internal laws of the State of California, without giving effect
to the conflict of laws rules thereof.


 


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left blank]


 


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United States Department
of Treasury
 Wilshire Bancorp, Inc.


December 12,
2008


Signature Page


 


In
witness whereof, this letter agreement has been duly executed by the authorized
representatives of the parties hereto as of the date first above written.


 




	
   

  	
   

  	
  WILSHIRE BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Joanne Kim

  
	
   

  	
   

  	
   

  	
  Joanne Kim, Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Alex Ko

  
	
   

  	
   

  	
   

  	
  Alex Ko, Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UNITED STATES DEPARTMENT OF

  THE TREASURY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Neel Kashkari

  
	
   

  	
   

  	
  Neel Kashkari,

  
	
   

  	
   

  	
  Interim Assistant Secretary for Financial

  Stability