Exhibit 10.1





Exhibit 10.1




United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220




September 2, 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 its common stock set forth on Schedule A hereto
(the “Warrant”).



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”), 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
set forth on Schedule A hereto representing the Preferred Shares; and




(b) The Investor hereby acknowledges receipt from the Company of a wire transfer to the
account of the Investor set forth on Schedule A hereto 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.



The Investor and the Company hereby agree that, notwithstanding Section 4.4 of the Securities
Purchase Agreement, immediately following consummation of the Repurchase, but subject to compliance
with applicable securities laws, the Investor shall be permitted to Transfer all or a portion of
the Warrant or Substitute Warrant (as defined below) with respect to, and/or exercise the Warrant
or Substitute Warrant for, all or a portion of the number of shares of Common Stock issuable
thereunder, at any time and without limitation, and Section 4.4 of the Securities Purchase
Agreement shall be deemed to be amended in order to permit the foregoing. The Company shall take
all steps as may be reasonably requested by the Investor to facilitate any such Transfer.


 


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In addition, the Company agrees that within 15 calendar days of the date hereof the Company
shall either (a) deliver to the Investor a notice of intent to repurchase the Warrant in accordance
with Section 4.9(b) of the Securities Purchase Agreement (the “Warrant Repurchase Notice”), or (b)
issue and deliver to the Investor a new warrant, in substantially the form of the Warrant, except
with the deletion of Section 13(H) thereof, to purchase the number of shares of Common Stock into
which the Warrant is then exercisable (the “Substitute Warrant”), which Substitute Warrant shall be
deemed the “Warrant” for all purposes under the Securities Purchase Agreement.



In the event that the Company delivers a Warrant Repurchase Notice and the Company and the
Investor fail to agree on the Fair Market Value of the Warrant pursuant to the procedures
(including the Appraisal Procedure), and in accordance with the time periods, set forth in Section
4.9(c) of the Securities Purchase Agreement or the Company revokes the delivery of such Warrant
Repurchase Notice, then the Company shall deliver a Substitute Warrant to the Investor within 5
calendar days of the earlier of the failure to agree on the Fair Market Value and the revocation of
the Warrant Repurchase Notice.



Effective as of the date of receipt of the Substitute Warrant, if applicable, the Investor
hereby provides notice, pursuant to Section 4.5(p) of the Securities Purchase Agreement, of its
intention to sell the Substitute Warrant.



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.



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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:
	 	/s/ Herbert M. Allison, Jr.
	 

	 	 	 	 
	 

	 	 	 	Name: Herbert M. Allison, Jr.
	 

	 	 	 	Title: Assistant Secretary for Financial Stability
	 
	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 	 	CVB FINANCIAL CORP.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher D. Myers
	 

	 	 	 	 
	 

	 	 	 	Name: Christopher D. Myers
	 

	 	 	 	Title: President & CEO





 


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SCHEDULE A




	 	 	 
	General Information:
	 	 
	 
	 	 
	Date of Letter Agreement incorporating the
	 	December 5, 2008
	Securities Purchase Agreement:
	 	 
	 
	 	 
	Name of the Company:
	 	CVB Financial Corp.
	 
	 	 
	Corporate or other organizational form of the
	 	Corporation
	Company:
	 	 
	 
	 	 
	Jurisdiction of organization of the Company:
	 	California
	 
	 	 
	Number and series of preferred stock issued to
	 	130,000 shares of Series B Fixed Rate Cumulative
	the Investor at the Closing:
	 	Perpetual Preferred Stock
	 
	 	 
	Number of Initial Warrant Shares:
	 	1,669,521
	 
	 	 
	Terms of the Repurchase:
	 	 
	 
	 	 
	Number of Preferred Shares repurchased by the
	 	32,500 shares of Series B Fixed Rate Cumulative
	Company:
	 	Perpetual Preferred Stock
	 
	 	 
	Share certificate number (representing the
	 	PB00002
	Preferred Shares previously issued to the
Investor at the Closing):
	 	 
	 
	 	 
	Per share Liquidation Amount of Preferred Shares:
	 	$1,000 per share
	 
	 	 
	Accrued and unpaid dividends on Preferred Shares:
	 	$76,736.11
	 
	 	 
	Aggregate purchase price for Repurchased
	 	$32,576,736.11
	Preferred Shares:
	 	 
	 
	 	 
	Investor wire information for payment of purchase
	 	Redacted
	price:
	 	 







 


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