FIRST AMENDMENT TO THE AMENDED AND RESTATED TERM SHEET
Exhibit 99.1
Execution Version
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED TERM SHEET (this “First Amendment”)
is dated as of September 28, 2009, by and among HANMI FINANCIAL CORPORATION, a Delaware corporation
and registered bank holding company with its principal offices in Los Angeles, California (the
“Company”); LEADING INVESTMENT & SECURITIES CO., LTD., a Korean corporation with its
principal offices in Seoul, Korea (“Leading”); and IWL PARTNERS LLC, a Korean company with
its principal offices in Seoul, Korea (“IWL Partners,” and collectively with the Company
and Leading, the “Parties”).
WHEREAS, the Parties hereto have entered into an Amended and Restated Term Sheet dated as of
September 14, 2009 (the “Term Sheet”), outlining the terms and conditions of the proposed
investments by Leading and IWL in newly issued common stock of the Company;
WHEREAS, the Company and Leading entered into a Securities Purchase Agreement (the
“SPA”) dated as of June 12, 2009 pursuant to which the Company has agreed to issue and
Leading has agreed to purchase certain number of shares of the common stock of the Company, as
contemplated by the Term Sheet; and
WHEREAS, the Company and Leading have subsequently amended the SPA on July 31, 2009 to, among
others, extend the closing date of the Leading Investment and Additional Leading Investment to
September 30, 2009.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this First Amendment,
and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Defined Terms. Capitalized terms contained in this First Amendment and not
otherwise defined herein shall have the same meaning as accorded them in the Term Sheet.
2. Exclusive Dealing Undertaking. The paragraph titled “Exclusive Dealing
Undertaking” in Section E of the Term Sheet shall be replaced in its entirety with the following:
The Company agrees that through November 30, 2009, it shall not and
that it shall cause its subsidiaries and representatives not to: (i)
communicate with nor provide any information in its possession to any
person or party (a “Competing Party”) with respect to
development of a competing proposal for a recapitalization transaction
or any other form of investment in, or business combination with, the
Company or any of its subsidiaries (a “Competing Proposal”), or
(ii) solicit any Competing Proposal from any Competing Party. In the
event the Company breaches the terms of this provision, it shall
reimburse Transaction Expenses of IWL and Leading.
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3. All Other Terms in Force. Except as expressly amended hereby, all terms contained
in the Term Sheet are not modified by this First Amendment and continue in full force and effect as
originally written. Any reference in the Term Sheet to “this Term Sheet,” “hereunder” or similar
shall, unless the context otherwise requires, be read and construed as a reference to the Term
Sheet as amended by this First Amendment. In case of a conflict or inconsistency between this
First Amendment and the Term Sheet prior to its amendment, this First Amendment shall prevail.
[Signature page to follow]
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IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to the Term Sheet to
be duly executed by their respective authorized signatories as of the date first written above.
HANMI FINANCIAL CORPORATION |
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By: | /S/ Xxx X. Xxx | |||
Xxx X. Xxx | ||||
President and Chief Executive Officer | ||||
LEADING INVESTMENT & SECURITIES CO., LTD. |
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By: | /S/ Cheul Park | |||
Cheul Park | ||||
Chairman and Chief Executive Officer | ||||
IWL PARTNERS LLC |
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By: | /S/ Dae Hyuk Park | |||
Dae Hyuk Park | ||||
Chairman and CEO | ||||
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