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Exhibit 10.2
U NITED S TATES D EPARTMENT
OF THE T REASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
February __, 2009
Ladies and Gentlemen:
Reference
is made to that certain Letter Agreement incorporating the
Securities Purchase Agreement – Standard Terms dated of as of
the date of this letter agreement (the “ Securities
Purchase Agreement ”) between United States Department of
Treasury (“ Investor ”) and the company named on
the signature page hereto (the “ Company ”).
Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Securities Purchase
Agreement.
The
American Recovery and Reinvestment Act of 2009, as it may be
amended from time to time (the “Act” ), includes
provisions relating to executive compensation and other matters
that may be inconsistent with the Securities Purchase Agreement,
the Warrant and the Certificate[s] of Designation (the
“Transaction Documents” ). Accordingly, Investor
and the Company desire to confirm their understanding as
follows:
1. Notwithstanding
anything in the Transaction Documents to the contrary, in the event
that the Act or any rules or regulations promulgated thereunder are
inconsistent with any of the terms of the Transaction Documents,
the Act and such rules and regulations shall control.
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2. For
the avoidance of doubt (and without limiting the generality of
Paragraph 1):
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(a) the
provisions of Section 111 of the Emergency Economic Stabilization
Act of 2008, as amended by the Act or otherwise from time to time (
“EESA” ), shall apply to the Company;
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(b) the
waiver to be delivered by each of the Company’s Senior
Executive Officers pursuant to Section 1.2(d)(v) of the
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