SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
Exhibit 10.1
Execution Version
SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Second Amendment”) is dated
as of September 28, 2009, by and between HANMI FINANCIAL CORPORATION, a Delaware corporation and
registered bank holding company with its principal offices in Los Angeles, California (the
“Company”) and LEADING INVESTMENT & SECURITIES CO., LTD., a Korean corporation with its principal
offices in Seoul, Korea (the “Purchaser”).
RECITALS
WHEREAS, the Company and the Purchaser have entered into a Securities Purchase Agreement dated
June 12, 2009, as amended by a First Amendment to the Securities Purchase Agreement, dated July 31,
2009 (as amended, the “Securities Purchase Agreement”), whereby the Company has agreed to issue and
sell the Shares (as defined in the Securities Purchase Agreement) to Leading and Leading has agreed
to purchase the Shares from the Company, subject to the terms and conditions set forth in the
Securities Purchase Agreement; and
WHEREAS, the Company and the Purchaser have agreed to amend the Securities Purchase Agreement
to (i) extend the due date of certain obligations and conditions as set forth herein and (ii)
further specify the terms for funding the escrow account relating to the Initial Acquisition.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Second Amendment,
and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and the Purchaser hereby agree as follows:
1. Defined Terms. Capitalized terms contained in this Second Amendment and not
otherwise defined herein shall have the same meaning as accorded to them in the Securities Purchase
Agreement.
2. Right of Termination. All references to “September 30, 2009” contained in Section
6.01 of the Securities Purchase Agreement shall heretoforth be “November 30, 2009.”
3. Funding for Additional Acquisition. Contemporaneously with the execution of this
Second Amendment and subject to applicable laws and regulations, the Purchaser shall wire
$4,122,588.93 (the “Additional Acquisition Escrow Amount”) to Capital One, N.A., as escrow agent,
which amount represents the portion of the Purchase Price that will be payable to the Company in
connection with the closing of the Additional Acquisition. In the event that the Additional
Acquisition is not completed on or prior to November 30, 2009 or the Federal Reserve Board or the
Federal Reserve Bank of San Francisco has notified the Purchaser that it will not approve, confirm
or consent to the Additional Acquisition prior to November 30, 2009, the Additional Acquisition
Escrow Amount, together with all interest earned thereon, if any, shall be returned to the
Purchaser.
1
4. All Other Terms in Force. Except as expressly amended hereby, all terms
provisions, conditions, covenants, representations and warranties contained in the Securities
Purchase Agreement are not modified by this Second Amendment and continue in full force and effect
as originally written. Any reference in the Securities Purchase Agreement to “this Agreement,”
“hereunder” or similar shall, unless the context otherwise requires, be read and construed as a
reference to the Securities Purchase Agreement as amended by this Second Amendment. As hereby
modified and amended, all of the terms and provisions of the Securities Purchase Agreement are
ratified and confirmed. In case of a conflict or inconsistency between this Second Amendment and
the Securities Purchase Agreement prior to its amendment, this Second Amendment shall prevail.
[Signature Page Follows]
2
[Signature Page to Second Amendment to the Securities Purchase Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to the Securities
Purchase Agreement to be duly executed by their respective authorized signatories as of the date
first indicated above.
| HANMI FINANCIAL CORPORATION |
||||
| By: | /S/ Xxx X. Xxx | |||
| Xxx X. Xxx | ||||
| President and Chief Executive Officer | ||||
| LEADING INVESTMENT & SECURITIES CO., LTD. |
||||
| By: | /S/ Cheul Park | |||
| Cheul Park | ||||
| Chairman and Chief Executive Officer | ||||
3
