Exhibit 10.2
UNITED STATES DEPARTMENT OF THE TREASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
May 1, 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 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;
(c)
