Exhibit 10.2
UNITED STATES DEPARTMENT OF THE TREASURY
0000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
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;
(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 111 of EESA in the manner
specified by Section 111(b)(4) thereunder or in any rules or
regulations under EESA; and
(d) the Company shall be permitted to repay preferred shares,
and when such preferred shares are repaid, the Investor shall liquidate
warrants associated with such preferred shares, all in accordance with
the Act and any rules and regulations thereunder.
From and after the date hereof, each reference in the Securities
Purchase Agreement to "this Agreement" or "this Securities Purchase Agreement"
or words of like import shall mean and be a reference to the Agreement (as
defined in the Securities Purchase Agreement) as amended by this letter
agreement.
This letter agreement will be governed by and construed in accordance
with the federal law of the United States if and to the extent such law is
applicable, and otherwise in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such State.
This letter agreement, the Securities Purchase Agreement, the Warrant,
the Certificate(s) of Designation and any other documents executed by the
parties at the Closing constitute the entire agreement of the parties with
respect to the subject matter hereof.
Nothing in this letter agreement shall be deemed an admission by
Investor as to the necessity of obtaining the consent of the Company in order to
effect the changes to the Transaction Documents contemplated by this letter
agreement, nor shall anything in this letter agreement be deemed to require
Investor to obtain the consent of any other TARP recipient (as defined in the
Act) participating in the Capital Purchase Program (the "CPP") in order to
effect changes to their documentation under the CPP.
This letter agreement may be executed in any number of separate
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts will together constitute the same agreement. Executed
signature pages to this letter agreement may be delivered by facsimile and such
facsimiles will be deemed sufficient as if actual signature pages had been
delivered.
[Remainder of this page intentionally left blank]
2
In witness whereof, the parties have duly executed this letter
agreement as of the date first written above.
UNITED STATES DEPARTMENT OF THE TREASURY
By:
----------------------------------------
Name:
Title:
SALISBURY BANCORP, INC.
By:
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer
3
