U.S. Department of the Treasury, Emergency Capital Investment Program: "Preferred Stock Agreement"
Summary
A reference form of the ECIP Securities Purchase Option Agreement between the United States Department of the Treasury and a recipient institution for preferred stock, marked not for execution and updated 12.12.2024. Its recitals state that Treasury adopted the ECIP Disposition Policy on November 20, 2024, and that the recipient has advised Treasury of its potential desire for Treasury to dispose of all the ECIP Securities. The agreement defines the Option Period as the first 15 years following the Original Closing Date and the De Minimis Purchase Price as 0.50% of the aggregate liquidation preference of the securities, together with accrued and unpaid dividends. Its articles cover the option, representations and warranties, covenants, closing conditions and termination, and Exhibit E is a form of transfer confirmation.
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Cite this document
“U.S. Department of the Treasury, Emergency Capital Investment Program: ‘Preferred Stock Agreement.’”
Original at home.treasury.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/u-s-department-of-the-treasury-emergency-capital-investment-program-pr-6645cf4e1c/
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FOR REFERENCE ONLY | NOT FOR EXECUTION | UPDATED 12.12.2024
PREFERRED STOCK
ECIP SECURITIES PURCHASE OPTION AGREEMENT
by and between
THE UNITED STATES DEPARTMENT OF THE TREASURY
and
[RECIPIENT]
Dated as of [•]
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS .......................................................................................................... 2
Section 1.01 Definitions of Certain Terms ........................................................................... 2
Section 1.02 Interpretation .................................................................................................... 7
ARTICLE II SECURITIES PURCHASE OPTION ...................................................................... 8
Section 2.01 Option .............................................................................................................. 8
Section 2.02 Designation of Mission Aligned Nonprofit Affiliate as the Purchaser ............ 8
Section 2.03 Purchase and Sale of the ECIP Securities ........................................................ 8
Section 2.04 Treasury Disposition Consideration. ............................................................... 8
Section 2.05 Closing ............................................................................................................. 9
ARTICLE III REPRESENTATIONS AND WARRANTIES ....................................................... 9
Section 3.01 Representations and Warranties of the Recipient ............................................ 9
Section 3.02 Representations and Warranties of Treasury ................................................. 13
ARTICLE IV COVENANTS ...................................................................................................... 13
Section 4.01 Forbearances of Treasury ............................................................................... 13
Section 4.02 Further Action ................................................................................................ 13
Section 4.03 Remaining Obligations .................................................................................. 13
Section 4.04 Transfer Confirmation ................................................................................... 13
ARTICLE V CONDITIONS TO THE CLOSING ...................................................................... 14
Section 5.01 Conditions to Each Party’s Obligations ......................................................... 14
Section 5.02 Condition to Obligations of Treasury ............................................................ 14
ARTICLE VI TERMINATION ................................................................................................... 15
Section 6.01 Termination Events ........................................................................................ 15
Section 6.02 Effect of Termination ..................................................................................... 15
ARTICLE VII MISCELLANEOUS ............................................................................................ 15
Section 7.01 Waiver; Amendment ...................................................................................... 15
Section 7.02 Counterparts ................................................................................................... 16
Section 7.03 Governing Law; Choice of Forum; Waiver of Jury Trial .............................. 16
Section 7.04 Expenses ........................................................................................................ 16
Section 7.05 Notices ........................................................................................................... 16
Section 7.06 Entire Understanding; No Third Party Beneficiaries ..................................... 17
Section 7.07 Assignment .................................................................................................... 17
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Section 7.08 Severability .................................................................................................... 17
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ECIP SECURITIES PURCHASE OPTION AGREEMENT
THIS ECIP SECURITIES PURCHASE OPTION AGREEMENT (as amended,
supplemented or otherwise modified from time to time, this “Agreement”) is dated as of [•], and
is entered into by and between the United States Department of the Treasury (the “Treasury”) and
[•] (the “Recipient”).
RECITALS
WHEREAS, Treasury is, as of the date hereof, the record and beneficial owner of
[●] shares of [Senior Non-Cumulative Perpetual Preferred Stock, One Thousand Dollars ($1,000)
par value per share] (the “ECIP Securities”), issued by the Recipient, and purchased by Treasury
on [●] (the “Original Closing Date”), pursuant to the letter agreement dated [●] (the “Letter
Agreement”), between the Recipient and Treasury, which incorporates by reference the Securities
Purchase Agreement – Standard Terms attached thereto as Exhibit A (such Letter Agreement,
including the Schedules thereto, and such Securities Purchase Agreement, including the Annexes
thereto, as such Letter Agreement or Securities Purchase Agreement may be amended,
supplemented, or restated from time to time in accordance with its respective terms, are
collectively referred to as the “Original Securities Purchase Agreement”);
WHEREAS, the ECIP Statute (as defined below) provides that Treasury may sell,
dispose of, transfer, exchange or enter into securities loans, repurchase transactions, or other
financial transactions in regard to, any preferred stock or other financial instrument or asset
purchased or acquired under the ECIP Statute, upon terms and conditions and at a price determined
by Treasury;
WHEREAS, on November 20, 2024, Treasury adopted the ECIP Disposition
Policy (the “Policy”); and
WHEREAS, the Recipient has advised Treasury of its potential desire for Treasury
to dispose of all the ECIP Securities pursuant to the terms of the ECIP Statute and the Policy (the
“Securities Disposition”).
NOW, THEREFORE, in consideration of the premises, and of the various
representations, warranties, covenants and other agreements and undertakings of the parties hereto,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows.
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AGREEMENT
ARTICLE I
DEFINITIONS
Section 1.01 Definitions of Certain Terms. For purposes of this Agreement, the
following terms are used with the meanings assigned below (such definitions to be equally
applicable to both the singular and plural forms of the terms herein defined):
“Acknowledgment” has the meaning set forth in the form of Exhibit D hereto.
“Affiliate” means any company or other entity that controls, is controlled by, or is
under common control with another company or other entity. For purposes of this definition,
“control” of a company or other entity means: (1) ownership, control, or power to vote 25% or
more of the outstanding shares of any class of voting securities of the company or other entity,
directly or indirectly or acting through one or more other persons; (2) control in any manner over
the election of a majority of the directors, trustees, or general partners (or individuals exercising
similar functions) of the company or other entity; or (3) power to exercise, directly or indirectly, a
controlling influence over the management, credit or investment decisions, or policies of the
company or other entity. Whether a company or other entity has the power to exercise a
“controlling influence” over another company or other entity shall be determined by Treasury in
its sole discretion and consistent with the Policy.
“Aggregate Liquidation Value” has the meaning set forth in Annex 1 hereto.
“Agreement” has the meaning set forth in the introductory paragraph of this
agreement.
“Anti-Money Laundering Laws” means the BSA, together with 26 U.S.C. 2313a,
and their implementing regulations.
“Appropriate Federal Banking Agency” means the “appropriate Federal banking
agency” for the Recipient as defined in Section 3(q) of the Federal Deposit Insurance Act (12
U.S.C. Section 1813(q)), or any successor provision, or the National Credit Union Administration,
as applicable, if the Recipient is a federally-insured credit union.
“Appropriate State Banking Agency” means, (i) if the Recipient is a state- bank
or savings association, the Recipient’s state bank supervisor (as defined in Section 3(r) of the
Federal Deposit Insurance Act, 12 U.S.C. § 1813(r), or (ii) if the Recipient is a state-chartered
credit union, the Recipient’s state supervisor.
“Bank Holding Company” means a company registered as a bank holding company
with the Federal Reserve pursuant to 12 U.S.C. § 1842.
“Baseline” has the meaning set forth in Section 1.1 of the Original Securities
Purchase Agreement.
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“BSA” means the Bank Secrecy Act (12 U.S.C. 1829b, 1951 et seq. and 31
U.S.C. 5311-5314, 5316-5336, including notes thereto).
“Business Day” means any day that is not a Saturday, a Sunday or another day on
which banking organizations in the State of New York or in the District of Columbia are authorized
or required by Law to be closed.
“CDFI” means a community development financial institution certified by the
CDFI Fund as of the relevant date pursuant to 12 C.F.R. § 1805.201(a) as having satisfied the
eligibility requirements of the Community Development Financial Institutions Program and that
satisfies the eligibility requirements for a community development financial institution set forth in
12 C.F.R. § 1805.201(b)(1)–(6).
“CDFI Fund” means the Community Development Financial Institution Fund of
the United States Department of the Treasury.
“Certificate of Designations” has the meaning set forth in Section 2.3(d) of the
Original Securities Purchase Agreement.
“Closing” has the meaning set forth in Section 2.05.
“Closing Date” has the meaning set forth in Section 2.05.
“Cost of Equity” has the meaning set forth in Annex 1 hereto.
“De Minimis Purchase Price” means an amount equal to 0.50% of the aggregate
liquidation preference of the ECIP Securities, together with accrued and unpaid dividends, as will
be calculated by Treasury as of the Closing Date.
“Deemed Exchange” has the meaning set forth in the form of Exhibit D hereto.
“Deep Impact Lending” has the meaning set forth in the definition of “Deep Impact
Lending” in the applicable Supplemental Report.
“Deep Impact Threshold” means that over any sixteen consecutive quarters during
the ECIP Period an average of at least 60% of the Recipient’s Total Originations has been Deep
Impact Lending, as set forth in the Policy.
“Dividend Rate” has the meaning set forth in Annex 1 hereto.
“ECIP Period” means the first 10 years following the Original Closing Date. For
avoidance of doubt, “ECIP Period” is not intended to have the meaning set forth in the ECIP
Interim Final Rule at 31 C.F.R. Part 35, Subpart B.
“ECIP Securities” has the meaning set forth in the Recitals to this Agreement.
“ECIP Statute” means section 522 of Division N of the Consolidated
Appropriations Act, 2021.
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“Equity Risk Premium” has the meaning set forth in Annex 1 hereto.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exercise Notice” means an exercise notice in the form of Exhibit C hereto.
“Governmental Entity” means any court, administrative agency or commission or
other governmental or regulatory authority or instrumentality or self-regulatory organization.
“IDI Subsidiary” has the meaning set forth in Section 1.1 of the Original Securities
Purchase Agreement.
“Insured CDFI” means a CDFI that is any of the following: (i) an Insured
Depository Institution; (ii) a Bank Holding Company; or (iii) a Savings and Loan Holding
Company.
“Insured Depository Institution” means an insured depository institution, as defined
in 12 U.S.C. Section 1813(c)(2) or an insured credit union as defined in 12 U.S.C Section 1752(7).
“Joinder Agreement” means a fully executed agreement in the form of either
Exhibit A or Exhibit B hereto pursuant to which a party other than the Recipient agrees to purchase
the ECIP Securities and become a Purchaser.
“Law” means any law, statute, code, ordinance, rule, regulation, judgment, order,
award, writ, decree or injunction issued, promulgated or entered into by or with any Governmental
Entity.
“Letter Agreement” has the meaning set forth in the Recitals to this Agreement.
“Liens” means any liens, licenses, pledges, charges, encumbrances, adverse rights
or claims and security interests whatsoever.
“Liquidation Amount” has the meaning set forth in the Certificate of Designations.
“Material Adverse Effect” means a material adverse effect on (i) the business,
results of operation or financial condition of the Recipient and its consolidated subsidiaries taken
as a whole; provided, however, that Material Adverse Effect shall not be deemed to include the
effects of (A) changes after the date of this Agreement in general business, economic or market
conditions (including changes generally in prevailing interest rates, credit availability and liquidity,
currency exchange rates and price levels or trading volumes in the United States or foreign
securities or credit markets), or any outbreak or escalation of hostilities, declared or undeclared
acts of war or terrorism, in each case generally affecting the industries in which the Recipient and
its subsidiaries operate (including any such changes resulting from a contagion event), (B) changes
or proposed changes after the date of this Agreement in generally accepted accounting principles
in the United States, or authoritative interpretations thereof, or (C) changes or proposed changes
after the date of this Agreement in securities, banking and other laws of general applicability or
related policies or interpretations of Governmental Entities (including any law in respect of taxes,
and laws newly enacted for, relating to or arising out of efforts to implement contagion event
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measures and address the spread of any contagion event) (in the case of each of these clauses (A),
(B) and (C), other than changes or occurrences to the extent that such changes or occurrences have
or would reasonably be expected to have a materially disproportionate adverse effect on the
Recipient and its consolidated subsidiaries taken as a whole relative to comparable U.S. banking
or financial services organizations); or (ii) the ability of the Recipient to consummate the
transactions contemplated by this Agreement and perform its obligations hereunder or thereunder
on a timely basis.
“MDI” means a minority depository institution, (i) as defined in section 308 of the
Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. § 1463 et seq.);
or (ii) considered to be a minority depository institution by the Appropriate Federal Banking
Agency or the National Credit Union Administration; or (iii) as listed in the Federal Deposit
Insurance Corporation’s Minority Depository Institutions List published for the most recent
quarter available as of the date hereof or the Closing Date, as applicable.
“Mission Aligned Entity” means an organization or entity the primary purpose of
which is to provide financial products, financial services, or other services to, or make investments
in, low- and moderate-income, minority, rural, and underserved communities, including persistent
poverty counties, and the activities of which are purposefully directed toward improving the social
and/or economic conditions of underserved people and/or residents of economically distressed
communities, as determined in Treasury’s sole discretion in accordance with the Policy.
“Mission Aligned Nonprofit Affiliate” means an Affiliate of the Recipient that is a
Mission Aligned Entity and that is exempt from taxation and described in Section 501(c)(3) of the
Internal Revenue Code.
“Option” has the meaning set forth in Section 2.01
“Option Period” means the first 15 years following the Original Closing Date.
“Original Closing Date” has the meaning set forth in the Recitals to this Agreement.
“Original Securities Purchase Agreement” has the meaning set forth in the Recitals
to this Agreement.
“Policy” has the meaning set forth in the Recitals to this Agreement.
“Present Value Amount” has the meaning set forth in Annex 1 hereto.
“Present Value Make Whole Amount” has the meaning set forth in the form of
Exhibit D hereto.
“Present Value Purchase Price” means an amount equal to the present value of the
expected payments on the ECIP Securities, together with accrued and unpaid dividends, as
determined by Treasury and calculated as of the Closing Date in accordance with Annex 1 hereto.
“Prohibited Investor” means (i) a person named on the Specially Designated
Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions
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Identification List, or any other similar list of sanctioned persons administered by the U.S.
Department of the Treasury’s Office of Foreign Assets Control, or any similar list of sanctioned
persons administered by the European Union or any individual European Union member state, or
the United Kingdom (collectively, “Sanctions Lists”); (ii) directly or indirectly owned or
controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized,
incorporated, established, located, or resident in, or a citizen, national, or the government,
including any political subdivision, agency, or instrumentality thereof, of, Crimea, the so-called
Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea,
Syria, the Kherson oblast, and the Zaporizhzhia oblast regions of Ukraine, or any other country or
territory embargoed or subject to substantial trade restrictions by the United States, the European
Union or any individual European Union member state, or the United Kingdom; (iv) a Designated
National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (v) a non-U.S.
shell bank or providing banking services indirectly to a non-U.S. shell bank; (vi) a senior non-U.S.
political figure or an immediate family member or close associate of such figure; (vii) a person
with whom a U.S. citizen or entity is prohibited from transacting business, whether such
prohibition arises under U.S. law, regulation, executive order, anti-money laundering, antiterrorist,
financial institution and asset control laws, regulations, rules or orders, or as a result of any list
published by the U.S. Department of Commerce, the U.S. Department of the Treasury, or the U.S.
Department of State, including any agency or office thereof; (viii) a person who has funded or
supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds
from, activities that relate to the laundering of the proceeds of illegal activity; or (ix) a person that
would cause the Recipient to violate any applicable Law (including bank or other financial
institution regulatory laws, regulations or orders) to which the Recipient is subject by reason of
such person’s or entity’s purchase of the ECIP Securities.
“Purchaser” means any entity that executes and delivers to Treasury a Joinder
Agreement prior to the Closing Date; provided that if no such entity has executed and delivered to
Treasury a Joinder Agreement prior to the Closing Date, then the Purchaser will be the Recipient.
“Qualified Lending” has the meaning set forth in Section 1.1 of the Original
Securities Purchase Agreement.
“Qualified Lending Threshold” means that over any twenty-four consecutive
quarters during the ECIP Period an average of at least 85% of the Recipient’s Total Originations
has been Qualified Lending, as set forth in the Policy.
“Quarterly Supplemental Report” has the meaning set forth in Section 4.1(g)(i) of
the Original Securities Purchase Agreement.
“Rate Reduction Threshold” means that the ECIP Securities have had a dividend
rate of no more than 0.5% at each of six consecutive Reset Dates during the ECIP Period, as set
forth in the Policy.
“Recipient” has the meaning set forth in the preamble to this Agreement.
“Recipient Subsidiary or Recipient Subsidiaries” has the meaning set forth in
Section 3.01(C)(2).
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“Regulatory Agreement” has the meaning set forth in Section 3.01(E).
“Related Party” has the meaning set forth in Section 3.01(F).
“Reset Date” has the meaning set forth in the Certificate of Designations.
“RFR” has the meaning set forth in Annex 1 hereto.
“Savings and Loan Holding Company” means a company registered as a savings
and loan holding company with the Federal Reserve pursuant to 12 U.S.C. § 1467(a).
“Securities Act” means the Securities Act of 1933, as amended.
“Securities Disposition” has the meaning set forth in the Recitals to this Agreement.
“Supplemental Report” has the meaning set forth in Section 1.1 of the Original
Securities Purchase Agreement.
“Threshold Condition” means any one of the Deep Impact Threshold, the Qualified
Lending Threshold or the Rate Reduction Threshold.
“Total Originations” has the meaning set forth in the definition of “Total
Originations” in the applicable Supplemental Report.
“Treasury” has the meaning set forth in the preamble to this Agreement.
“Treasury Disposition Consideration” has the meaning set forth in Section 2.04.
“Troubled Condition” has the meaning given to such term under 12 C.F.R. §
303.101(c) (Federal Deposit Insurance Corporation), 12 C.F.R. § 225.71(d) (Board of Governors
of the Federal Reserve System), 12 C.F.R. § 5.51(c)(7) (Office of the Comptroller of the Currency),
or 12 C.F.R. § 700.2 (National Credit Union Administration), as applicable based on the
Recipient’s Appropriate Federal Banking Agency.
Section 1.02 Interpretation. The words “hereof,” “herein” and “hereunder” and
words of similar import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section references are to this Agreement
unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in
this Agreement, they shall be deemed to be followed by the words “without limitation.” The term
“person” as used in this Agreement shall mean any individual, corporation, limited liability
company, limited or general partnership, joint venture, government or any agency or political
subdivision thereof, or any other entity or any group (as defined in Section 13(d)(3) of the
Exchange Act) comprised of two or more of the foregoing. The table of contents and headings
contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. In this Agreement, all references to “dollars” or “$”
are to United States dollars. This Agreement and any documents or instruments delivered pursuant
hereto or in connection herewith shall be construed without regard to the identity of the person
who drafted the various provisions of the same. Each and every provision of this Agreement and
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such other documents and instruments shall be construed as though all of the parties participated
equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule
of construction that a document is to be construed against the drafting party shall not be applicable
either to this Agreement or such other documents and instruments.
ARTICLE II
SECURITIES PURCHASE OPTION
Section 2.01 Option.
(A) Subject to, and on the terms and conditions of this Agreement, Treasury
hereby grants to Recipient an option to purchase the ECIP Securities during the Option Period (the
“Option”).
(B) The Recipient may exercise the Option during the Option Period by
delivering an executed Exercise Notice to Treasury; provided however, that the Option may not
be exercised during the ECIP Period unless the Recipient has satisfied at least one of the Threshold
Conditions. Treasury shall inform the Recipient within 10 (ten) Business Days after receipt of the
executed Exercise Notice whether the Recipient has satisfied any of the Threshold Conditions. The
Option shall not be deemed to have been exercised unless and until Treasury has acknowledged in
writing that at least one Threshold Condition has been satisfied.
(C) Subject to Section 2.01(B) with respect to the exercise of the Option, the
Recipient may designate a third party as the Purchaser in the Exercise Notice, by delivering to
Treasury an effective Joinder Agreement, which was previously or is contemporaneously executed
by the Purchaser.
(D) The Option may not be exercised after the Option Period.
Section 2.02 Designation of Mission Aligned Nonprofit Affiliate as the
Purchaser. If the Recipient designates an entity that it believes to be a Mission Aligned Nonprofit
Affiliate as the Purchaser, the Purchaser shall submit such information as Treasury may reasonably
request to enable Treasury to make a determination, in its sole discretion, of whether such
designated Purchaser is a Mission Aligned Nonprofit Affiliate in accordance with the Policy.
Treasury shall inform the Recipient and the Purchaser of its determination not later than 90 (ninety)
days after Treasury receives all such information. If Treasury determines that the designated
Purchaser is not a Mission Aligned Nonprofit Affiliate, the Recipient may withdraw its Exercise
Notice and may subsequently deliver a new Exercise Notice in accordance with Section 2.01(B).
Section 2.03 Purchase and Sale of the ECIP Securities. Subject to, and on the
terms and conditions of, this Agreement, following exercise of the Option, the Purchaser shall
purchase from Treasury, and Treasury shall sell, transfer, convey, assign and deliver to the
Purchaser, effective at the Closing, the ECIP Securities for a purchase price equal to the Treasury
Disposition Consideration.
Section 2.04 Treasury Disposition Consideration.
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(A) The Treasury Disposition Consideration shall be the Present Value
Purchase Price except as provided below in Section 2.04(B)
(B) The Treasury Disposition Consideration shall be the De Minimis Purchase
Price if all of the following conditions are met: (i) the Recipient has designated a Mission Aligned
Nonprofit Affiliate as the Purchaser in the Exercise Notice, and such Purchaser has previously or
contemporaneously executed and delivered the Joinder Agreement; (ii) Treasury has determined
that the Purchaser is a Mission Aligned Nonprofit Affiliate; (iii) the Recipient has met the
conditions for exercise of the Option during the ECIP Period set forth in Section 2.01(B); (iv) the
Recipient is an Insured CDFI at Closing; and (v) the Recipient (x) has maintained CDFI
certification for at least three consecutive years immediately prior to the Closing Date or (y) has
maintained CDFI certification for less than three consecutive years immediately prior to the
Closing Date but commits in writing to maintain CDFI certification for a period of at least three
consecutive years (including time so certified as a CDFI immediately prior to the Closing Date)
and does not breach this commitment.
Section 2.05 Closing.
(A) Following the delivery of the Exercise Notice and upon the satisfaction of
the conditions set forth in Article V, the closing of the Securities Disposition (the “Closing”) will
occur on a date that is agreed to by Treasury, the Purchaser and the Recipient, which date shall be
no earlier than 30 (thirty) days and no later than 90 (ninety) days following the date on which the
conditions set forth in Sections 5.01(A), (B), (C), (E), and (F) have been satisfied. The date on
which the Closing occurs is referred to herein as the “Closing Date”. The Closing shall be held at
such place and such time as Treasury shall specify to the Purchaser and the Recipient.
(B) At the Closing, or simultaneously therewith, the following shall occur:
(1) The Purchaser shall pay to Treasury the Treasury Disposition
Consideration, by wire transfer in immediately available funds, to an account designated
in writing by Treasury to the Purchaser, such designation to be made not later than two
Business Days prior to the Closing Date; and
(2) Treasury will deliver to the Purchaser the physical certificate(s)
representing the ECIP Securities, duly endorsed in the name of the Purchaser or
accompanied by stock powers duly endorsed in the name of the Purchaser or other required
instruments of transfer to facilitate the transfer of the ECIP Securities to the Purchaser.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations and Warranties of the Recipient. The Recipient
hereby represents and warrants to Treasury as of the date hereof and as of the Closing Date as
follows:
(A) Organization, Authority and Significant Subsidiaries. The Recipient has
been duly organized and is validly existing and, if applicable, in good standing under the laws of
its jurisdiction of organization, with the necessary power and authority to own, operate and lease
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its properties and conduct its business in all material respects as it is being currently conducted,
and except as has not, individually or in the aggregate, had and would not reasonably be expected
to have a Material Adverse Effect, has been duly qualified as a foreign corporation for the
transaction of business and, if applicable, is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so as to require such
qualification; each subsidiary of the Recipient that would be considered a “significant subsidiary”
within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act, has been duly
organized and is validly existing and, if applicable, in good standing under the laws of its
jurisdiction of organization.
(B) Eligibility under the Policy.
(1) The Recipient is in compliance with the terms of the Original
Securities Purchase Agreement, the terms of the ECIP Securities, and the ECIP Interim
Final Rule at 31 C.F.R. Part 35, Subpart B.
(2) The Recipient is certified as a CDFI or designated as an MDI.
(3) During the preceding three years, the Recipient has not been
determined by a federal agency or court to have violated the requirements of a federal grant
or financial assistance program, including any program administered by the CDFI Fund.
(4) During the preceding three years, the Recipient has not been
determined by a court to have violated, and is not subject to a formal enforcement action
with a federal agency regarding, any consumer financial protection law, including fair
lending laws.
(5) The Recipient has at least a “satisfactory” rating under the
Community Reinvestment Act of 1977.
(6) The Recipient is not designated in Troubled Condition by its
Appropriate Federal Banking Agency and is not subject to a formal enforcement action
with its Appropriate Federal Banking Agency or Appropriate State Banking Agency that
addresses unsafe or unsound lending practices.
(7) The Recipient, and each of its IDI Subsidiaries, as applicable, is
“well-capitalized” under the applicable rules (12 C.F.R. § 324.403 (Federal Deposit
Insurance Corporation); 12 C.F.R. § 6.4 (Office of the Comptroller of the Currency); 12
C.F.R. § 208.43 and 12 C.F.R. Part 217 Subpart B (Board of Governors of the Federal
Reserve System); 12 C.F.R. § 702.102 (National Credit Union Administration).
(8) The Recipient has paid in full all dividends that were payable at any
time to Treasury under the ECIP Securities.
(C) Authorization, Enforceability.
(1) The Recipient has the corporate power and authority to execute and
deliver this Agreement and to carry out its obligations hereunder. The execution, delivery
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and performance by the Recipient of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary corporate
action on the part of the Recipient and its stockholders, and no further approval or
authorization is required on the part of the Recipient. This Agreement is a valid and
binding obligation of the Recipient enforceable against the Recipient in accordance with
its terms, subject to any limitations by applicable bankruptcy, insolvency, reorganization,
moratorium, conservatorship, receivership or similar laws affecting the enforcement of
creditors’ rights generally and general equitable principles, regardless of whether such
enforceability is considered in a proceeding at law or in equity.
(2) The execution, delivery and performance by the Recipient of this
Agreement and the consummation of the transactions contemplated hereby and compliance
by the Recipient with the provisions hereof, will not (A) violate, conflict with, or result in
a breach of any provision of, or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination or acceleration
of, or result in the creation of, any lien, security interest, charge or encumbrance upon any
of the properties or assets of the Recipient or any subsidiary of the Recipient (each
subsidiary, a “Recipient Subsidiary” and, collectively, the “Recipient Subsidiaries”) under
any of the terms, conditions or provisions of (x) its organizational documents or (y) any
note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument
or obligation to which the Recipient or any Recipient Subsidiary is a party or by which it
or any Recipient Subsidiary may be bound, or to which the Recipient or any Recipient
Subsidiary or any of the properties or assets of the Recipient or any Recipient Subsidiary
may be subject, or (B) subject to compliance with the statutes and regulations referred to
in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order,
writ, injunction or decree applicable to the Recipient or any Recipient Subsidiary or any of
their respective properties or assets except, in the case of clauses (A)(y) and (B), for those
occurrences that, individually or in the aggregate, have not had and would not reasonably
be expected to have a Material Adverse Effect (the representation set forth in this Section
3.01(C)(2) when made on the date of the execution of this Agreement, shall apply only as
to the execution of this Agreement, and not to the consummation of the Securities
Disposition).
(3) No notice to, filing with, exemption or review by, or authorization,
consent or approval of, any Governmental Entity is required to be made or obtained by the
Recipient in connection with the consummation by the Recipient of the Securities
Disposition except for any such notices, filings, exemptions, reviews, authorizations,
consents and approvals the failure of which to make or obtain would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect (the
representation set forth in this Section 3.01(C)(3) when made on the date of the execution
of this Agreement, shall apply only to the execution of this Agreement, and not to any such
authorization, consent or approval that may be required to consummate the Securities
Disposition).
(D) Compliance with Laws. Except as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, the Recipient and the
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Recipient Subsidiaries have all permits, licenses, franchises, authorizations, orders and approvals
of, and have made all filings, applications and registrations with, Governmental Entities that are
required in order to permit them to own or lease their properties and assets and to carry on their
business as presently conducted and that are material to the business of the Recipient or such
Recipient Subsidiary. Except as set forth on Schedule A, the Recipient and the Recipient
Subsidiaries have complied in all respects and are not in default or violation of, and none of them
is, to the knowledge of the Recipient, under investigation with respect to or, to the knowledge of
the Recipient, have been threatened to be charged with or given notice of any violation of, any
applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule,
regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any
Governmental Entity, other than such noncompliance, defaults or violations that would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except
for statutory or regulatory restrictions of general application or as set forth on Schedule A, no
Governmental Entity has placed any restriction on the business or properties of the Recipient or
any Recipient Subsidiary that would, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.
(E) Agreements with Regulatory Agencies. For the avoidance of doubt, this
Section 3.01(E) shall not be deemed to contemplate or require any representation or disclosure
including on Schedule B that would involve “confidential supervisory information” or other
similar information the disclosure of which is restricted pursuant to laws and regulations to which
the Recipient is subject. Except as set forth on Schedule B, neither the Recipient nor any Recipient
Subsidiary is subject to any material cease-and-desist or other similar order or enforcement or
supervisory action issued by, or is a party to any material written agreement, consent agreement
or memorandum of understanding with, or is a party to any commitment letter or similar
undertaking to, or is subject to any capital directive by, or since the Original Closing Date, has
adopted any board resolutions at the request of, any Governmental Entity that currently restricts in
any material respect the conduct of its business or that in any material manner relates to its capital
adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit,
risk management or compliance policies or procedures, its internal controls, its management or its
operations or business (each item in this sentence, a “Regulatory Agreement”), nor has the
Recipient or any Recipient Subsidiary been advised since the Original Closing Date, by any such
Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such
Regulatory Agreement. The Recipient and each Recipient Subsidiary is in compliance in all
material respects with each Regulatory Agreement to which it is party or subject, and neither the
Recipient nor any Recipient Subsidiary has received any notice from any Governmental Entity
indicating that either the Recipient or any Recipient Subsidiary is not in compliance in all material
respects with any such Regulatory Agreement.
(F) Related Party Transactions. Neither the Recipient nor any Recipient
Subsidiary has made any extension of credit to any director or Executive Officer of the Recipient
or any Recipient Subsidiary, any holder of five percent (5%) or more of the Recipient’s issued and
outstanding capital stock, or any of their respective spouses or children or to any affiliate of any
of the foregoing (each, a “Related Party”), other than in compliance with 12 C.F.R. Part 215
(Regulation O). Except as disclosed on Schedule C, to the Recipient’s knowledge, no Related Party
has any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or
familial relationship with any vendor or material customer of the Recipient or any Recipient
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Subsidiary that is not on arms-length terms, or (ii) direct or indirect ownership interest in any
person or entity with which the Recipient or any Recipient Subsidiary has a material business
relationship that is not on arms-length terms (not including publicly-traded entities in which such
person owns less than two percent (2%) of the outstanding capital stock). For purposes of this
Section 3.01(F), “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act.
Section 3.02 Representations and Warranties of Treasury. Treasury owns the
ECIP Securities free and clear of any Liens. Treasury has the requisite power and authority to
convey the ECIP Securities to the Purchaser at Closing in accordance with the terms of this
Agreement and pursuant to the ECIP Statute and the Policy.
ARTICLE IV
COVENANTS
Section 4.01 Forbearances of Treasury. From the date hereof until the earlier to
occur of the Closing and the end of the Option Period, without the prior written consent of the
Recipient, Treasury shall not:
(A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge,
hypothecate, mortgage, encumber or otherwise dispose of or engage in or enter into any hedging
transactions with respect to, any of the ECIP Securities or any portion thereof or interest therein
(other than pursuant to this Agreement); or
(B) agree, commit to or enter into any agreement to take any of the actions
referred to in Section 4.01(A).
Notwithstanding the foregoing, Treasury may undertake any of the actions set forth
in Section 4.01(A) with an affiliate of Treasury so long as this Agreement is assigned to, and
assumed by, such affiliate in accordance with Section 7.07 of this Agreement. For the avoidance
of doubt, until the Closing or other disposition of the ECIP Securities by Treasury, except as
expressly set forth in this Section 4.01, Treasury shall continue to be able to exercise all rights and
privileges with respect to the ECIP Securities. For purposes of this Section 4.01, “affiliate” shall
have the meaning set forth in Rule 405 under the Securities Act.
Section 4.02 Further Action. The Recipient and, if different, the Purchaser shall
each execute and deliver, or shall cause to be executed and delivered, such documents and other
instruments and shall take, or shall cause to be taken, such further action as may be reasonably
necessary to carry out the provisions of this Agreement and give effect to the transactions
contemplated by this Agreement.
Section 4.03 Remaining Obligations. The Recipient acknowledges and agrees to
comply with the requirements pursuant to the Original Securities Purchase Agreement, the ECIP
Securities and the ECIP Statute following the Closing. The Recipient shall comply with all relevant
banking regulations applicable to the Securities.Transfer Confirmation. At Closing, Treasury shall
deliver to Purchaser and, if different, the Recipient a written confirmation, in the form attached as
Exhibit E hereto, whereby Treasury confirms that full right, title and possession of the ECIP
Securities transferred from Treasury to Purchaser as of the Closing.
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ARTICLE V
CONDITIONS TO THE CLOSING
Section 5.01 Conditions to Each Party’s Obligations. The respective obligations
of the Purchaser and Treasury to consummate the Securities Disposition are subject to the
fulfillment, or written waiver by the Purchaser and Treasury, at or prior to the Closing and as of
each other relevant date of determination, including as set forth in Section 2.05(A), of each of the
following conditions:
(A) Satisfaction of Policy Requirements. The Recipient shall, prior to the end
of the ECIP Period, have satisfied at least one of the Threshold Conditions; provided, however,
that the Recipient may repurchase the ECIP Securities after the end of the ECIP Period without
having satisfied any of the Threshold Conditions, in which case the Treasury Disposition
Consideration shall be the Present Value Purchase Price, as set forth in Section 2.04.
(B) Regulatory Approvals. All regulatory approvals required to consummate
the Securities Disposition shall have been obtained and shall remain in full force and effect and all
statutory waiting periods in respect thereof shall have expired or been terminated.
(C) No Injunctions or Restraints; Illegality. No order, injunction or decree
issued by any court or agency of competent jurisdiction or other legal restraint or prohibition
preventing the consummation of the Securities Disposition shall be in effect. No Law shall have
been enacted, entered, promulgated or enforced by any Governmental Entity that prohibits or
makes illegal the consummation of the Securities Disposition.
(D) Representations and Warranties. The representations and warranties set
forth in Article III of this Agreement and made pursuant to any then effective Joinder Agreement
shall be true and correct as though made on and as of the Closing Date.
(E) Consents and Approvals. All consents and approvals of, filings and
registrations with, and notices to, all Governmental Entities and of, with or to any other third party
by and on behalf of the Recipient and the Purchaser that are necessary in connection with the
execution and delivery by the Recipient and, if different, the Purchaser of this Agreement and the
consummation by the Recipient and, if different, the Purchaser of the transactions contemplated
hereby shall have been obtained, made or given, as applicable, and shall remain in full force and
effect, and all statutory waiting periods in respect thereof shall have expired or been terminated.
(F) If the Recipient designates an entity that it believes to be a Mission Aligned
Nonprofit Affiliate as the Purchaser, Treasury has made a determination, in its sole discretion, that
such designated Purchaser is a Mission Aligned Nonprofit Affiliate in accordance with the Policy,
as set forth in Section 2.02.
Section 5.02 Condition to Obligations of Treasury. The obligation of Treasury to
consummate the Securities Disposition is also subject to the fulfillment, or written waiver by
Treasury, prior to the Closing, of the following conditions:
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(A) Performance of Obligations. The Recipient and, if different, the Purchaser
shall have performed in all material respects all obligations required to be performed by them
under this Agreement and, if applicable, the Joinder Agreement at or prior to the Closing.
(B) Closing Acknowledgment. The Recipient and, if different, the Purchaser
shall have delivered to Treasury an Acknowledgement and Agreement, in the form of Exhibit D
hereto, acknowledging and agreeing to the calculation of the Treasury Disposition Consideration
and the other matters set forth therein.
(C) Closing Certificates. The Recipient and, if different, the Purchaser shall
have delivered to Treasury a certificate, dated as of the Closing Date, certifying to the effect that
all conditions precedent to the Closing have been satisfied.
ARTICLE VI
TERMINATION
Section 6.01 Termination Events. This Agreement shall be terminated at any
time prior to the Closing:
(A) automatically upon the earliest to occur of: (1) the redemption in full of the
ECIP Securities, (2) the sale or other disposition by Treasury, other than to its affiliate (which, for
purposes of this Section 6.01(A), shall have the meaning set forth in Rule 405 under the Securities
Act), of its holdings of the ECIP Securities in compliance with the terms of this Agreement, and
(3) the expiration of the Option Period without the exercise of the Option;
(B) by written notice from the Recipient (which shall also automatically
terminate any Joinder Agreement); or
(C) by Treasury, the Recipient or the Purchaser if there shall be in effect a final
non-appealable order of a Governmental Entity of competent jurisdiction restraining, enjoining or
otherwise prohibiting the consummation of the transactions contemplated hereby.
Section 6.02 Effect of Termination. In the event of termination of this Agreement
as provided in Section 6.01, this Agreement shall forthwith become void and have no effect, and
none of Treasury, the Recipient, a Purchaser, if any, that is not the Recipient, any affiliates of any
of the foregoing, or any of their officers, directors or employees or any of their respective affiliates
shall have any liability of any nature whatsoever hereunder, or in connection with the transactions
contemplated hereby, except that this Section 6.02 and Sections 7.03, 7.04, 7.05 and 7.06 shall
survive any termination of this Agreement. For purposes of this Section 6.02, “affiliate” shall have
the meaning set forth in Rule 405 under the Securities Act.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Waiver; Amendment. Any provision of this Agreement may be (A)
waived in writing by the party benefiting from the provision, or (B) amended or modified at any
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time by an agreement in writing signed by each of the parties hereto. Neither any failure nor any
delay by any party in exercising any right, power or privilege under this Agreement or any of the
documents referred to in this Agreement will operate as a waiver of such right, power or privilege,
and no single or partial exercise of any such right, power or privilege will preclude any other or
further exercise of such right, power or privilege.
Section 7.02 Counterparts. This Agreement may be executed by facsimile or
other electronic means and in counterparts, all of which shall be considered an original and one
and the same agreement and shall become effective when counterparts have been signed by each
of the parties and delivered to the other parties, it being understood that all parties need not sign
the same counterpart.
Section 7.03 Governing Law; Choice of Forum; Waiver of Jury Trial. (A) This
Agreement and any claim, controversy or dispute arising under or related to this Agreement, the
relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the
parties shall be enforced, governed, and construed in all respects (whether in contract or in tort) 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. Each of the parties hereto agrees (a) to submit to
the exclusive jurisdictions and venue of the United States District Court of the District of Columbia
or the United States Court of Federal Claims, as applicable, for any and all civil actions, suits or
proceedings arising out of or relating to this Agreement or the transactions contemplated hereby,
and (b) that notice may be served upon (i) the Purchaser at the address and in the manner set forth
for notices to the Purchaser in Section 7.05, (ii) the Recipient at the address and in the manner set
forth for notices to the Recipient in Section 7.05 and (iii) Treasury at the address and in the manner
set forth for notices to Treasury in Section 7.05, but otherwise in accordance with federal law.
(B) To the extent permitted by applicable Law, each of the parties hereto
hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to
this Agreement or the transactions contemplated hereby.
Section 7.04 Expenses. If requested by Treasury, the Recipient shall pay all
reasonable out of pocket and documented costs and expenses associated with this Agreement and
the transactions contemplated by this Agreement, including, but not limited to, the reasonable fees,
disbursements and other charges of Treasury’s legal counsel and financial advisors.
Section 7.05 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed duly delivered (i) when delivered if sent by email to the party to be
notified (provided, that notice given by email shall not be effective unless (A) such notice
specifically states that it is being delivered pursuant to this Section 7.05 and (B) there is no “out
of office”, “bounce back” or similar automated reply), or (ii) on the date of delivery if delivered
personally. All notices hereunder shall be delivered as set forth below or pursuant to such other
instructions as may be designated in writing by the party to receive such notice:
If to the Recipient to:
[•]
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With a copy to:
[•]
If to Treasury to:
United States Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
Attention: Emergency Capital Investment Program, Office of Capital
Access
E-mail: ECIP@treasury.gov
If to the Purchaser, as set forth in the Joinder Agreement.
Section 7.06 Entire Understanding; No Third Party Beneficiaries. This
Agreement (together with the documents, agreements and instruments referred to herein)
represents the entire understanding of the parties with respect to the subject matter hereof and
supersedes any and all other oral or written agreements heretofore made with respect to the subject
matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any
person, other than the parties hereto, any rights or remedies hereunder.
Section 7.07 Assignment. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto
without the prior written consent of the other parties, and any attempt to assign any right, remedy,
obligation or liability hereunder without such consent shall be null and void; provided, however,
that, without such consent, Treasury may assign this Agreement to an affiliate of Treasury. If
Treasury assigns this Agreement to an affiliate, Treasury shall be relieved of its obligations and
liabilities under this Agreement but (i) all rights, remedies, obligations and liabilities of Treasury
hereunder shall continue and be enforceable by and against and assumed by such affiliate, (ii) the
obligations and liabilities of Recipient and, if different, the Purchaser hereunder shall continue to
be outstanding and (iii) all references to Treasury herein shall be deemed to be references to such
affiliate. Treasury shall give the Recipient and, if different, the Purchaser notice of any such
assignment; provided, that the failure to provide such notice shall not void any such assignment.
For the avoidance of doubt the Joinder Agreement, if executed pursuant hereto, shall not be
prohibited or affected by this Section 7.07. For purposes of this Section 7.07, “affiliate” shall have
the meaning set forth in Rule 405 under the Securities Act.
Section 7.08 Severability. Any term or provision of this Agreement which is
determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid, illegal or unenforceable the remaining terms and
provisions of this Agreement or affecting the validity, legality or enforceability of any of the terms
or provisions of this Agreement in any other jurisdiction, and if any provision of this Agreement
is determined to be so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable, in all cases so long as neither the economic nor legal substance of the
transactions contemplated hereby is affected in any manner materially adverse to any party or its
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shareholders. Upon any such determination, the parties shall negotiate in good faith in an effort
to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year first above written.
UNITED STATES DEPARTMENT OF THE
TREASURY
By:
Name:
Title:
[RECIPIENT]
By:
Name:
Title:
[Signature Page to ECIP Securities Purchase Option Agreement]
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ANNEX 1
CALCULATION OF PRESENT VALUE PURCHASE PRICE
The Present Value Purchase Price shall be calculated as the sum of: (1) the Present Value Amount
(as defined below) plus (2) accrued and unpaid dividends to (but excluding) the Closing Date. The
Present Value Purchase Price shall be calculated by Treasury.
The “Present Value Amount” means the amount calculated using the following formula, with
parameters as defined as follows:
𝑃𝑟𝑒𝑠𝑒𝑛𝑡 𝑉𝑎𝑙𝑢𝑒 𝐴𝑚𝑜𝑢𝑛𝑡
= (𝐷𝑖𝑣𝑖𝑑𝑒𝑛𝑑 𝑅𝑎𝑡𝑒 ÷ 𝐶𝑜𝑠𝑡 𝑜𝑓 𝐸𝑞𝑢𝑖𝑡𝑦) ∗ 𝐴𝑔𝑔𝑟𝑒𝑔𝑟𝑎𝑡𝑒 𝐿𝑖𝑞𝑢𝑖𝑑𝑎𝑡𝑖𝑜𝑛 𝑉𝑎𝑙𝑢𝑒
“Dividend Rate” means the dividend rate on the ECIP Securities at the Reset Date immediately
preceding the Closing Date.
“Aggregate Liquidation Value” is equal to the Liquidation Amount per share of the ECIP Securities
multiplied by the number of shares of the ECIP Securities.
“Cost of Equity” is calculated using the following formula, with parameters as defined as follows:
𝐶𝑜𝑠𝑡 𝑜𝑓 𝐸𝑞𝑢𝑖𝑡𝑦 = 𝑅𝐹𝑅 + 𝛽(𝐸𝑞𝑢𝑖𝑡𝑦 𝑅𝑖𝑠𝑘 𝑃𝑟𝑒𝑚𝑖𝑢𝑚)
“RFR” means the higher of: (i) the prevailing Kroll-recommended U.S. normalized risk-free rate,
available at https://www.kroll.com/en/insights/publications/cost-of-capital/recommended-us-
equity-risk-premium-and-corresponding-risk-free-rates, or if such rate is not available, an
alternative rate selected by Treasury in its sole discretion; or (ii) the spot yield on 20-year U.S.
Treasury bonds, based on the Daily Treasury Par Yield Curve Rates available on Treasury’s
website, or if such source of this data point is not available, an alternative source of this data point
selected by Treasury in its sole discretion, as of three Business Days before the Closing Date.
“β” equals 0.5.
“Equity Risk Premium” means the Kroll-recommended U.S. Equity Risk Premium as of three
Business Days before the Closing Date, available at
https://www.kroll.com/en/insights/publications/cost-of-capital/recommended-us-equity-risk-
premium-and-corresponding-risk-free-rates, or if such data point is not available, an alternative
data point selected by Treasury in its sole discretion.
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SCHEDULE A
COMPLIANCE WITH LAWS
List any exceptions to the representation and warranty in the second sentence of Section 3.01(D)
of this Agreement.
If none, please so indicate by checking the box: ☐
List any exceptions to the representation and warranty in the last sentence of Section 3.01(D) of
this Agreement.
If none, please so indicate by checking the box: ☐
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SCHEDULE B
REGULATORY AGREEMENTS
List any exceptions to the representation and warranty in Section 3.01(E) of this Agreement.
If none, please so indicate by checking the box: ☐
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SCHEDULE C
RELATED PARTY TRANSACTIONS
List any exceptions to the representation and warranty in Section 3.01(F) of this Agreement.
If none, please so indicate by checking the box: ☐
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EXHIBIT A
ECIP SECURITES PURCHASE OPTION AGREEMENT
JOINDER AGREEMENT — MISSION ALIGNED NONPROFIT AFFILIATE
This Joinder Agreement to the ECIP Securities Purchase Option Agreement (the “Joinder
Agreement”) dated as of [●] (the “Agreement”) by and between the United States Department of
the Treasury (“Treasury”) and [●] (the “Recipient”) is entered into as of [●] by [●] (“Purchaser”)
and acknowledged by the Recipient. Capitalized terms used but not otherwise defined in this
Joinder Agreement will have the meanings set forth in the Agreement.
Section 1.01 Agreement to Become the Purchaser. By executing and delivering
this Joinder Agreement, [●] hereby agrees to become the Purchaser under, be bound by, and
comply with the provisions of, the Agreement applicable to the Purchaser, as subsequently
amended from time to time.
Section 1.02 Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants to Treasury as of the date hereof, and as of the Closing Date, as
follows:
(A) Due Organization, Power and Authority. The Purchaser is duly organized
and has all requisite power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated by the Agreement and this Joinder Agreement. The Purchaser is a
Mission Aligned Nonprofit Affiliate (subject to confirmation by Treasury as contemplated by the
Policy).
(B) Authorization. This Joinder Agreement has been duly and validly executed
and delivered by the Purchaser, and (assuming the due authorization, execution and delivery of the
Agreement by Treasury and the Recipient) each of the Joinder Agreement and the Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as enforcement may be limited by general principles of equity,
whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar
Laws affecting creditors’ rights and remedies generally.
(C) Non-Contravention. Subject to the receipt of all necessary regulatory
approvals, neither the execution and delivery of this Joinder Agreement and the Agreement nor
the consummation by the Purchaser of the transactions contemplated thereby and hereby, will
violate applicable Law.
(D) Consents and Approvals. No consents or approvals of, or filings or
registrations with, any Governmental Entity or any other third party by and on behalf of the
Purchaser are necessary in connection with the execution and delivery by the Purchaser of this
Joinder Agreement and the Agreement and the consummation by the Purchaser of the transactions
contemplated thereby and hereby.
(E) Mission Aligned Nonprofit Affiliate Criteria. The Purchaser meets all
criteria to be a Mission Aligned Nonprofit Affiliate and understands that a final determination of
such status will be made by Treasury as contemplated by the Policy.
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(F) Securities and Certain Compliance Matters.
(1) The Purchaser acknowledges and agrees that the Purchaser (i) is a
sophisticated investor; (ii) does not require the assistance of an investment advisor or other
purchaser representative to purchase the ECIP Securities; (iii) has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and
risks of its prospective investment in the ECIP Securities; (iv) has the ability to bear the
economic risks of its prospective investment for an indefinite period of time; (v) can afford
the complete loss of such investment; and (vi) recognizes that the investment in the ECIP
Securities involves substantial risk.
(2) The Purchaser understands that Treasury may have access to
information about the Recipient that is not generally available to the public, and
acknowledges and agrees that, to the extent Treasury has any such information, such
information need not (and shall not) be provided to the Purchaser by Treasury. The
Purchaser further understands that Treasury is a federal agency and that the Purchaser’s
ability to bring a claim against Treasury under the federal securities laws may be limited.
(3) The Purchaser acknowledges that the Purchaser is not relying on any
advice or recommendation from Treasury, or any investigation or examination that
Treasury may have conducted, with respect to the ECIP Securities or the Recipient, and
Treasury has not made any representation, warranty or covenant, express or implied, to the
Purchaser with respect thereto and Treasury shall not have any liability to the Purchaser
with respect thereto.
(4) The Purchaser is not a Prohibited Investor, and the funds intended
to be used to purchase the ECIP Securities were legally derived from legitimate sources
and were not obtained, directly or indirectly, not from any Prohibited Investor.
(5) The Purchaser currently meets, will continue to meet, and has met
in all material respects (or has taken all action necessary to cure any instance of non-
compliance with) all of its applicable obligations under the Anti-Money Laundering Laws.
The Purchaser maintains policies and procedures reasonably designed to comply with
applicable obligations under the Anti-Money Laundering Laws. The Purchaser also
represents that it maintains policies and procedures reasonably designed to ensure
compliance with applicable sanctions administered by the United States, the European
Union, or any individual European Union member state, or the United Kingdom.
(G) Availability of Funds. The Purchaser has and will have as of the Closing
sufficient funds available to consummate the transactions contemplated hereunder.
(H) Compliance with Policy. The Purchaser is not (i) an Insured Depository
Institution subsidiary of a Recipient that is a holding company, or a subsidiary of such Insured
Depository Institution the financial statements of which are required to be consolidated with the
financial statements of such Insured Depository Institution; or (ii) a credit union service
organization.
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(I) ECIP Materials. All materials submitted to Treasury by the Purchaser in
connection with the matters contemplated by the Agreement, including with respect to the
Purchaser’s status as a Mission Aligned Nonprofit Affiliate, are true, correct and complete in all
material respects.
Section 1.03 Termination. At any point prior to Closing, this Joinder Agreement
may be terminated by the Recipient or Purchaser with written notice to the Purchaser and Treasury,
or to the Recipient and Treasury, respectively.
***
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IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be
duly executed by their respective authorized officers as of the day and year first written above.
[PURCHASER]
By:
Name:
Title:
With notice to:
[●]
[●]
[●]
[●]
[●]
ACKNOWLEDGED AND ACCEPTED BY:
[RECIPIENT]
By:
Name:
Title:
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EXHIBIT B
ECIP SECURITIES PURCHASE OPTION AGREEMENT
JOINDER AGREEMENT — OTHER PURCHASERS
This Joinder Agreement to the ECIP Securities Purchase Option Agreement (the “Joinder
Agreement”) dated as of [●] (the “Agreement”) by and between the United States Department of
the Treasury (“Treasury”) and [●] (the “Recipient”) is entered into as of [●] by [●] (“Purchaser”)
and acknowledged by the Recipient. Capitalized terms used but not otherwise defined in this
Joinder Agreement will have the meanings set forth in the Agreement.
Section 1.01 Agreement to Become the Purchaser. By executing and delivering
this Joinder Agreement, [●] hereby agrees to become the Purchaser under, be bound by, and
comply with the provisions of, the Agreement applicable to the Purchaser, as subsequently
amended from time to time.
Section 1.02 Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants to Treasury as of the date hereof, and as of the Closing Date, as
follows:
(A) Due Organization, Power and Authority. The Purchaser is duly organized
and has all requisite power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated by the Agreement and this Joinder Agreement.
(B) Authorization. This Joinder Agreement has been duly and validly executed
and delivered by the Purchaser, and (assuming the due authorization, execution and delivery of the
Agreement by Treasury and the Recipient) each of the Joinder Agreement and the Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as enforcement may be limited by general principles of equity,
whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar
Laws affecting creditors’ rights and remedies generally.
(C) Non-Contravention. Subject to the receipt of all necessary regulatory
approvals, neither the execution and delivery of this Joinder Agreement and the Agreement nor
the consummation by the Purchaser of the transactions contemplated thereby and hereby, will
violate applicable Law.
(D) Consents and Approvals. No consents or approvals of, or filings or
registrations with, any Governmental Entity or any other third party by and on behalf of the
Purchaser are necessary in connection with the execution and delivery by the Purchaser of this
Joinder Agreement and the Agreement and the consummation by the Purchaser of the transactions
contemplated thereby and hereby.
(E) Securities and Certain Compliance Matters.
(1) The Purchaser acknowledges and agrees that the Purchaser (i) is a
sophisticated investor; (ii) does not require the assistance of an investment advisor or other
purchaser representative to purchase the ECIP Securities; (iii) has such knowledge and
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experience in financial and business matters as to be capable of evaluating the merits and
risks of its prospective investment in the ECIP Securities; (iv) has the ability to bear the
economic risks of its prospective investment for an indefinite period of time; (v) can afford
the complete loss of such investment; and (vi) recognizes that the investment in the ECIP
Securities involves substantial risk.
(2) The Purchaser understands that Treasury may have access to
information about the Recipient that is not generally available to the public, and
acknowledges and agrees that, to the extent Treasury has any such information, such
information need not (and shall not) be provided to the Purchaser by Treasury. The
Purchaser further understands that Treasury is a federal agency and that the Purchaser’s
ability to bring a claim against Treasury under the federal securities laws may be limited.
(3) The Purchaser acknowledges that the Purchaser is not relying on any
advice or recommendation from Treasury, or any investigation or examination that
Treasury may have conducted, with respect to the ECIP Securities or the Recipient, and
Treasury has not made any representation, warranty or covenant, express or implied, to the
Purchaser with respect thereto and Treasury shall not have any liability to the Purchaser
with respect thereto.
(4) The Purchaser is not a Prohibited Investor, and the funds intended
to be used to purchase the ECIP Securities were legally derived from legitimate sources
and were not obtained, directly or indirectly, not from any Prohibited Investor.
(5) The Purchaser currently meets, will continue to meet, and has met
in all material respects (or has taken all action necessary to cure any instance of non-
compliance with) all of its applicable obligations under the Anti-Money Laundering Laws.
The Purchaser maintains policies and procedures reasonably designed to comply with
applicable obligations under the Anti-Money Laundering Laws. The Purchaser also
represents that it maintains policies and procedures reasonably designed to ensure
compliance with applicable sanctions administered by the United States, the European
Union, or any individual European Union member state, or the United Kingdom.
(F) Availability of Funds. The Purchaser has and will have as of the Closing
sufficient funds available to consummate the transactions contemplated hereunder.
(G) Compliance with Policy. The Purchaser is not (i) an Insured Depository
Institution subsidiary of a Recipient that is a holding company, or a subsidiary of such Insured
Depository Institution the financial statements of which are required to be consolidated with the
financial statements of such Insured Depository Institution; or (ii) a credit union service
organization.
(H) ECIP Materials. All materials submitted to Treasury by the Purchaser in
connection with the matters contemplated by the Agreement are true, correct and complete in all
material respects.
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Section 1.03 Termination. At any point prior to Closing, this Joinder Agreement
may be terminated by the Recipient or Purchaser with written notice to the Purchaser and Treasury,
or to the Recipient and Treasury, respectively.
***
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IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be
duly executed by their respective authorized officers as of the day and year first written above.
[PURCHASER]
By:
Name:
Title:
With notice to:
[●]
[●]
[●]
[●]
[●]
ACKNOWLEDGED AND ACCEPTED BY:
[RECIPIENT]
By:
Name:
Title:
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EXHIBIT C
ECIP SECURITIES PURCHASE OPTION AGREEMENT
[FORM OF] EXERCISE NOTICE
[DATE]
Reference is made to the ECIP Securities Purchase Option Agreement (the “Agreement”)
dated [●], by and between the United States Department of the Treasury (“Treasury”) and [●] (the
“Recipient”) [(as supplemented by the Joinder Agreement dated as of [●]) executed by [●] (the
“Purchaser”) and acknowledged and accepted by the Recipient (the “Joinder Agreement”)]. This
Exercise Notice (the “Exercise Notice”) is being delivered by the Recipient in connection with the
Recipient’s exercise of the Option. Capitalized terms used but not defined in this Exercise Notice
will have the meaning set forth in the Agreement and the Joinder Agreement.
[In accordance with the Agreement, the Recipient intends to exercise the Option as set forth
in the Agreement to purchase the ECIP Securities from Treasury (the “Option”), and such Option
is hereby exercised with the Closing to be scheduled for a date that is mutually agreed between
Treasury and the Recipient.]1
[In accordance with the Agreement, the Purchaser intends to exercise the Option to
purchase the ECIP Securities from Treasury as set forth in the Agreement (the “Option”), and such
Option is hereby exercised with the Closing to be scheduled for a date that is mutually agreed
among Treasury, the Recipient and the Purchaser.]2
[Pursuant to the terms of the Agreement, the Recipient and Purchaser intend that the
Purchaser shall be treated as a Mission Aligned Nonprofit Affiliate, and the Recipient and
Purchaser will provide under separate cover such materials as may reasonably be requested by
Treasury to confirm such status.]3
If this Exercise Notice is being delivered during the ECIP Period, the Recipient hereby
represents and warrants that the following checked conditions, each as defined in the Agreement,
have been satisfied: Deep Impact Threshold ☐ ; Qualified Lending Threshold ☐ ; Rate
Reduction Threshold ☐.
For further information or questions, please contact [●], by email at [●], or by telephone at
[●].
***
1
To be included only for a repurchase by the Recipient.
2
To be included only for a purchase by a third party, including a Mission Aligned Nonprofit Affiliate.
3
To be included only for a Purchaser that intents to be treated as a Mission Aligned Nonprofit Affiliate.
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[RECIPIENT]
By:
Name:
Title:
[[PURCHASER]
By:
Name:
Title:]4
4
To be included only for a purchase by a third party, including a Mission Aligned Nonprofit Affiliate.
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EXHIBIT D
ECIP SECURITIES PURCHASE OPTION AGREEMENT
ACKNOWLEDGMENT AND AGREEMENT
Reference is made to the ECIP Securities Purchase Option Agreement (the “Agreement”) dated
[●], by and between the United States Department of the Treasury (“Treasury”) and [●] (the
“Recipient”) [(as supplemented by the Joinder Agreement dated as of [●]) executed by [●] (the
“Purchaser”) and acknowledged and accepted by the Recipient]. This Closing Acknowledgment
and Agreement (the “Acknowledgment”) is being delivered by the Recipient [and the Purchaser]
in connection with the consummation of the Recipient’s exercise of the Option. Capitalized terms
used but not defined in this Acknowledgement will have the meaning set forth in the Agreement
and the Joinder Agreement.
1. Closing. The Closing Date of the Securities Disposition and the date of this
Acknowledgment is [●].
2. Bring Down. All representations and warranties made by Recipient in the Agreement are
true and correct as of the date of this Acknowledgment. All representations and warranties
made by Purchaser in any Joinder are true and correct as of the date of this
Acknowledgment.
3. Calculation of Treasury Disposition Consideration. The Treasury Disposition
Consideration, calculated in accordance with the Agreement and, as applicable, Annex 1
thereto is $[●]. In accordance with Section 2.04 of the Agreement, the Treasury Disposition
Consideration is the [De Minimis Purchase Price/Present Value Purchase Price.]
4. Insured CDFI Status. If the Treasury Disposition Consideration is the De Minimis
Purchase Price, in accordance with Section 2.04(B)(iv) of the Agreement, the Recipient
hereby represents that it is an Insured CDFI as of the Closing Date.
5. Maintenance of Insured CDFI Status by Recipient. If the Treasury Disposition
Consideration is the De Minimis Purchase Price, in accordance with Section 2.04(B)(v) of
the Agreement, please indicate whether the Insured CDFI has maintained its status as an
Insured CDFI as set forth in such Section or commits to maintain its CDFI certification as
set forth in such Section, by checking the following applicable box below:
☐ The Recipient has satisfied the requirement to maintain Insured CDFI status as set forth
in Section 2.04(B)(v).
☐ The Recipient has not satisfied the requirement to maintain Insured CDFI status as set
forth in Section 2.04(B)(v) but agrees that it will maintain Insured CDFI status after the
Closing for the period set forth the Section 2.04(B)(v) and further agrees that if it does not
satisfy such requirement that the Recipient shall promptly pay to Treasury $[●], which is
the difference between the Present Value Purchase Price and the De Minimis Purchase
Price as of the Closing Date.
6. Mission Aligned Nonprofit Affiliate Holding Period.
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(a) If the Purchaser is a Mission Aligned Nonprofit Affiliate that is acquiring the ECIP
Securities at the De Minimis Purchase Price, each of the Purchaser and Recipient shall
deliver to Treasury a certification within thirty days following each of the first three
anniversaries of the Closing Date that, as applicable, the Purchaser (i) continues to hold,
has not sold or otherwise disposed of the ECIP Securities, and has not engaged in any
transaction that would constitute a Deemed Exchange, or (ii) fails to continue to hold and
has sold or otherwise disposed of the ECIP Securities, or has engaged in any transaction
that would constitute a Deemed Exchange. Failure to deliver any of such certifications
within the time allotted shall be construed to mean that such Purchaser has failed to hold
such ECIP Securities or has engaged in any transaction that would constitute a Deemed
Exchange within three (3) years following the Closing Date.
(b) If the Purchaser is a Mission Aligned Nonprofit Affiliate that is acquiring the ECIP
Securities at the De Minimis Purchase Price, the Recipient and the Purchaser agree not to
engage in any transaction that would constitute a Deemed Exchange at any time within
three (3) years following the Closing Date. A “Deemed Exchange” means forgiving,
terminating or otherwise cancelling the ECIP Securities, amending the tenure, duration,
dates of payment, or liquidation amount or principal amount, as applicable, under the ECIP
Securities or otherwise amending the economic terms of the ECIP Securities, in each case
a manner that would result in the ECIP Securities having a value, as calculated in
accordance with Annex 1 of the Agreement, of less than the Present Value Purchase Price
immediately prior to the consummation of the Deemed Exchange. If the Recipient or the
Purchaser violates the terms of this Section 6(b), the Purchaser shall promptly pay Treasury,
as liquidated damages, the Present Value Make Whole Amount calculated in accordance
with Section 6(d) with the “consideration received by the Mission Aligned Nonprofit
Affiliate” deemed to be the amount of the De Minimis Purchase Price.
(c) If the Purchaser is a Mission Aligned Nonprofit Affiliate that is acquiring the ECIP
Securities at the De Minimis Purchase Price but thereafter sells, transfers or otherwise
disposes of the ECIP Securities for consideration less than the Present Value Purchase Price,
at any time within three (3) years following the Closing Date, the Purchaser shall promptly
pay Treasury the Present Value Make Whole Amount calculated in accordance with
Section 6(d).
(d) The Present Value Make Whole Amount shall be the difference between the Present
Value Purchase Price and the consideration received by the Mission Aligned Nonprofit
Affiliate (the “Present Value Make Whole Amount”). For the purposes of this Section 6,
the Present Value Purchase Price shall be calculated in accordance with Annex 1 of the
Agreement as of the date of the Deemed Exchange or the sale or transfer of or other
disposition of the ECIP Securities by the Mission Aligned Nonprofit Affiliate, but the
“Closing Date” referred to in such Annex 1 shall be the date of the consummation of the,
as applicable, Deemed Exchange or sale, transfer or other disposition of the ECIP
Securities.
7. [Repurchase of ECIP Securities by Recipient. As of the Closing Date, no third party has
executed a Joinder Agreement to the Agreement, and the Recipient intends to repurchase
the ECIP Securities from Treasury. All references to the “Purchaser” in the Agreement
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shall refer to the Recipient. Further, in connection with such repurchase, the Recipient
makes the following additional reps and warranties to Treasury:
(a) The Purchaser is not a Prohibited Investor, and the funds intended to be used to
purchase the ECIP Securities were legally derived from legitimate sources and were not
obtained, directly or indirectly, from any Prohibited Investor
(b) The Purchaser currently meets, will continue to meet, and has met in all material
respects (or has taken all action necessary to cure any instance of non-compliance with) all
of its applicable obligations under the Anti-Money Laundering Laws. The Purchaser
maintains policies and procedures reasonably designed to comply with applicable
obligations under the Anti-Money Laundering Laws. The Purchaser also represents that it
maintains policies and procedures reasonably designed to ensure compliance with
applicable sanctions administered by the United States, the European Union, or any
individual European Union member state, or the United Kingdom.]5
8. ECIP Securities Terms. The Recipient and the Purchaser each acknowledge that the terms
of the ECIP Securities will continue to apply following the Closing.
9. Reporting. The Recipient hereby covenants and agrees with Treasury that for the period
through the end of the ECIP Period, the Recipient shall submit to Treasury the Quarterly
Supplemental Report in accordance with the submission instructions set forth therein
concurrently with (A) in the case of a Recipient that is an Insured Depository Institution,
the submission of the Call Report for the quarter covered by the Quarterly Supplemental
Report, (B) with respect to a Bank Holding Company or Savings and Loan Holding
Company that files on Reporting Form FR Y-9SP, the submission of its IDI
Subsidiary’s(ies’) Call Report for the quarter covered by the Quarterly Supplemental
Report and (C) in the case of a Recipient that is a Bank Holding Company or Savings and
Loan Holding Company that files on Reporting Form FR Y-9C, the Form FR Y-9C for the
quarter covered by the Quarterly Supplemental Report, as applicable, setting forth an
updated calculation of (i) the amount of Qualified Lending as of the applicable quarter end
date and (ii) as applicable, the difference between the Baseline and such updated amount
of Qualified Lending. In addition, the Recipient hereby covenants and agrees with Treasury
that Sections 4.1(d)(i), 4.1(d)(ii), 4.1(g)(ii), 4.1(g)(v), 4.1(g)(vi), and 4.1(g)(vii) of the
Original Securities Purchase Agreement will continue to apply following the Closing.
10. ECIP Interim Final Rule. The Recipient hereby covenants and agrees with Treasury that
for the period through the end of the ECIP Period it shall comply and take all necessary
action to ensure that any Recipient Subsidiary complies, in all respects with the
requirements set forth in the ECIP Interim Final Rule, including following the Closing. In
addition, the Recipient hereby covenants and agrees with Treasury that for the period
through the end of the ECIP Period Sections 4.1(e)(i), 4.1(e)(ii), and 4.1(f) of the Original
Securities Purchase Agreement will continue to apply following the Closing.
5
Paragraph 7 to be included only if the Recipient is repurchasing the ECIP Securities.
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11. [Application Materials for Mission Aligned Nonprofits. Any materials or written
communications submitted by the Recipient or Purchaser to Treasury in connection with
Treasury’s review of Purchaser’s status as a Mission Aligned Nonprofit Affiliate remain
true and accurate in all material respects.]6
12. Issuer Consent. The Recipient consents to a sale of the ECIP Securities by Treasury to the
Purchaser pursuant to the terms of the Original Securities Purchase Agreement.
13. Waiver of Right of First Refusal. The Recipient hereby waives its right of first refusal, as
provided in 12 U.S.C. § 4703a(e)(4)(A)(i) and the terms of the Original Securities Purchase
Agreement, prior to the sale of the ECIP Securities by Treasury to the Purchaser.
***
[Signature page follows]
6
Paragraph 11 only to be included if the Treasury Disposition Consideration is the De Minimis Purchase Price.
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IN WITNESS WHEREOF, the parties hereto have caused this Closing Acknowledgment
and Agreement to be duly executed by their respective authorized officers as of the day and year
first written above.
[RECIPIENT]
By:
Name:
Title:
[PURCHASER]
By:
Name:
Title:
ACKNOWLEDGED AND ACCEPTED BY:
UNITED STATES DEPARTMENT OF THE TREASURY
By:
Name:
Title:
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EXHIBIT E
[FORM OF] TRANSFER CONFIRMATION
UNITED STATES DEPARTMENT OF THE TREASURY
1500 PENNSYLVANIA AVENUE, NW
WASHINGTON, D.C. 20220
[DATE]
Re: Transfer Confirmation
Dear [PURCHASER],
In connection with the Closing (as defined in the Agreement) of the transaction
contemplated by that certain ECIP Securities Purchase Option Agreement (the “Agreement”),
dated [●] (as supplemented by the Joinder Agreement dated as of [•]), by and among the United
States Department of the Treasury (the “Treasury”), [•] (the “Recipient”), and [•] (the
“Purchaser”), Treasury hereby confirms that the full right, title and possession of the ECIP
Securities (as defined in the Agreement) have been transferred from Treasury to [Purchaser].
UNITED STATES DEPARTMENT OF
THE TREASURY
By:
Name: [●]
Title: [●]
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