Common use of TARP Exchange Clause in Contracts

TARP Exchange. The United States Department of Treasury (the “Treasury”) holds (i) 135,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, no par value per share and liquidation preference $1,000 per share (the “TARP Preferred Stock”), and (ii) a warrant, dated January 9, 2009, to purchase 1,585,748 shares of the Common Stock at an exercise price of $12.77 per share (the “TARP Warrant”). Subject to the approval of the Treasury, pursuant to an Exchange Agreement to be executed by the Treasury and the Company (the “Exchange Agreement”), the Company intends to exchange the TARP Preferred Stock for shares of a new series of mandatorily convertible preferred stock (the “New TARP Preferred Stock”), which shares the Company shall then convert into Common Shares having an aggregate value (valuing the Common Shares at $0.75 per share) of the sum of (1) 25% of the aggregate liquidation preference of the TARP Preferred Stock and (2) 100% of the amount accrued and unpaid dividends on the TARP Preferred Stock as of the Closing Date, and to amend the TARP Warrant to, among other things, reduce the exercise price thereof to $0.75 per share (collectively, the “TARP Exchange”), each to occur simultaneously with the Closing.

TARP Exchange. The United States Department of Treasury (the “Treasury”) holds (i) 135,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, no par value per share and liquidation preference $1,000 per share (the “TARP Preferred Stock”), ) and (ii) a warrant, dated January 9, 2009, to purchase 1,585,748 shares of the Common Stock at an exercise price of $12.77 per share (the “TARP Warrant”). Subject On the terms and subject to the approval of the Treasury, pursuant conditions to be set forth in an Exchange Agreement to be executed by the Treasury Company and the Company Treasury (the “Exchange Agreement”), the Company intends to exchange the TARP Preferred Stock for shares of a new series of mandatorily convertible preferred stock (the “New TARP Preferred Stock”), which shares the Company shall then convert into Common Shares having an aggregate value (valuing the Common Shares at $0.75 0.50 per share) of the sum of (1x) 2532.5% of the aggregate liquidation preference of the TARP Preferred Stock and (2y) 100% of the amount of accrued and unpaid dividends on the TARP Preferred Stock as of the Closing Date, and to amend the TARP Warrant to, among other things, reduce modify the exercise price thereof to $0.75 0.50 per share (or, following the Reverse Stock Split, $10 per share) (collectively, the “TARP Exchange”), each to occur simultaneously with the Closing.