Exhibit 10.2


 


UNITED STATES
DEPARTMENT OF THE TREASURY


1500 Pennsylvania
Avenue, NW


Washington, D.C.
20220


 


July 24, 2009


 


Ladies and Gentlemen:


 


Reference
is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement — Standard Terms dated of as of the date of this letter agreement
(the “Securities Purchase Agreement”) between
United States Department of Treasury (“Investor”) and
the company named on the signature page hereto (the “Company”).  Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Securities Purchase Agreement.


 


The
American Recovery and Reinvestment Act of 2009, as it may be amended from time
to time (the “Act”), includes
provisions relating to executive compensation and other matters that may be
inconsistent with the Securities Purchase Agreement, the Warrant and the
Certificate of Designation (the “Transaction
Documents”).  Accordingly,
Investor and the Company desire to confirm their understanding as follows:


 


1.             Notwithstanding anything in the
Transaction Documents to the contrary, in the event that the Act or any rules or
regulations promulgated thereunder are inconsistent with any of the terms of
the Transaction Documents, the Act and such rules and regulations shall
control.


 


2.             For the avoidance of doubt (and
without limiting the generality of Paragraph 1):


 


(a)           the provisions of Section 111 of
the Emergency Economic Stabilization Act of 2008, as amended by the Act or
otherwise from time to time (“EESA”),
shall apply to the Company;


 


(b)           the waiver to be delivered by each of
the Company’s Senior Executive Officers pursuant to Section 1.2(d)(v) of
the Securities Purchase Agreement shall, in addition, be delivered by any
additional highly compensated employees required by applicable rules or
regulations under EESA;


 


(c)           the Company’s chief executive officer
and chief financial officer shall provide the written certification of
compliance by the Company with the requirements of Section 111 of EESA in
the manner specified by Section 111(b)(4) thereunder or in any rules or
regulations under EESA; and


 


(d)           the Company shall be permitted to
repay preferred shares, and when such preferred shares are repaid, the Investor
shall liquidate warrants associated with such preferred shares, all in
accordance with the Act and any rules and regulations thereunder.


 


From
and after the date hereof, each reference in the Securities Purchase Agreement
to “this Agreement” or “this Securities Purchase Agreement” or words of like
import shall mean 


 


UST Sequence No. 1251


 

















 


and be a reference to the Agreement (as defined in the
Securities Purchase Agreement) as amended by this letter agreement.


 


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, the Securities Purchase
Agreement, the Warrant, the Certificate of Designation and any other documents
executed by the parties at the Closing constitute the entire agreement of the
parties with respect to the subject matter hereof.


 


Nothing in this letter
agreement shall be deemed an admission by Investor as to the necessity of
obtaining the consent of the Company in order to effect the changes to the
Transaction Documents contemplated by this letter agreement, nor shall anything
in this letter agreement be deemed to require Investor to obtain the consent of
any other TARP recipient (as defined in the Act) participating in the Capital
Purchase Program (the “CPP”) in
order to effect changes to their documentation under the CPP.


 


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

















 


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:  YADKIN VALLEY FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William A. Long

  
	
   

  	
  Name: William A.
  Long

  
	
   

  	
  Title: President
  and Chief Executive Officer

  



 


SINGNATURE
PAGE TO LETTER AGREEMENT