Exhibit 10.2
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UST Sequence Number: 000
XXXXXX XXXXXX DEPARTMENT OF THE TREASURY
0000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
March 27, 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
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(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.
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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: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Interim Assistant Secretary
For Financial Stability
COMPANY: SBT BANCORP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
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