Exhibit 10.1


 


UNITED STATES DEPARTMENT OF THE TREASURY


1500 Pennsylvania Avenue, NW


Washington, D.C. 20220


 


June 3, 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(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 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.


 


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 


 


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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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left blank]


 


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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/ Duane Morse

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Duane Morse

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Chief Risk and
  Compliance Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  HF FINANCIAL CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Curtis L. Hage

  
	
   

  	
   

  	
   

  	
   

  	
  Curtis L. Hage

  
	
   

  	
   

  	
   

  	
   

  	
  Chairman and Chief
  Executive Officer

  



 


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SCHEDULE
A


 


	
  General
  Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date
  of Letter Agreement incorporating the Securities Purchase Agreement:

  	
   

  	
  November 21,
  2008

  
	
   

  	
   

  	
   

  
	
  Name
  of the Company:

  	
   

  	
  HF
  Financial Corp.

  
	
   

  	
   

  	
   

  
	
  Corporate
  or other organizational form of the Company:

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  
	
  Jurisdiction
  of organization of the Company:

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Number
  and series of preferred stock issued to the Investor at the Closing:

  	
   

  	
  25,000
  Fixed Rate

  Cumulative Perpetual Preferred Stock, Series A

  
	
   

  	
   

  	
   

  
	
  Number
  of Initial Warrant Shares:

  	
   

  	
  302,419

  
	
   

  	
   

  	
   

  
	
  Terms of the
  Repurchase:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Preferred Shares repurchased by the
  Company:

  	
   

  	
  25,000

  
	
   

  	
   

  	
   

  
	
  Share certificate number (representing the Preferred
  Shares previously issued to the Investor at the Closing):

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Per share Liquidation Amount of Preferred Shares:

  	
   

  	
  $1,000

  
	
   

  	
   

  	
   

  
	
  Accrued and unpaid dividends on Preferred Shares:

  	
   

  	
  $62,500

  
	
   

  	
   

  	
   

  
	
  Aggregate purchase
  price for Repurchased Preferred Shares:

  	
   

  	
  $25,062,500

  
	
   

  	
   

  	
   

  



 


	
  Investor wire information for payment of purchase
  price:

  	
   

  	
  The
  Bank of New York Mellon

  ABA
  # 

  GLA/

  Ref
  : 

  Ref: 
  acct name: 

  



 


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