Exhibit 10.2
UNITED STATES DEPARTMENT OF THE
TREASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
March 6, 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.
2.
For the avoidance of doubt (and
without limiting the generality of Paragraph 1):
(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;
(b)
the waiver to be delivered by each
of the Company’s Senior Executive Officers pursuant to
Section 1.2(d)(v) of the Securities Purchase Agreement
shall, in addition, be delivered by any additional highly
compensated employees required by the Act or any rules or
regulations thereunder;
(c)
the Company’s chief executive
officer and chief financial officer shall provide the written
certification of compliance by the Company with the requirements of
Section
