Exhibit 10.2
United
States Department of the Treasury
1500 Pennsylvania Avenue,
NW
Washington, D.C. 20220
March 13, 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 applicable
rules or regulations under EESA;
