Exhibit 10.2
UNITED STATES DEPARTMENT OF THE
TREASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
July 24, 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)
the Company&
