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United
States Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
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;
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