EXHIBIT 10.14
Imperial Bank
Executive Offices
Century Boulevard at the San Diego Freeway
X.X. Xxx 00000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
(000) 000-0000
November 3, 1999
E*TRADE Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Re: Stock Purchase Agreement between E*TRADE Group, Inc. and Official
Payments Corporation
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Ladies and Gentlemen:
Reference is hereby made to that certain Stock Purchase Agreement (the "Stock
Purchase Agreement"), of even date herewith, between E*TRADE Group, Inc.
("E*TRADE") and Official Payments Corporation (the "Company") pursuant to which
the Company has offered to sell, and E*TRADE has offered to buy, 512,820 shares
of the Company's Common Stock. Capitalized terms used herein and not otherwise
defined have the meanings ascribed to them in the Stock Purchase Agreement.
Under Section 5.1 of the Stock Purchase Agreement, E*TRADE, or its assignee, has
the ability to put the shares back to the Company (the "Put") at the same price
at which E*TRADE purchased the shares, commencing 120 days after the date of the
purchase of shares thereunder, in the event that an Initial Public Offering has
not been completed.
Imperial Bank, the majority stockholder of the Company, hereby agrees that if
E*TRADE exercises its Put, Imperial Bank shall purchase the shares from E*TRADE
at the Purchase Price.
Imperial Bank may be released of its obligations hereunder only upon written
agreement among Imperial Bank, the Company and E*TRADE.
This letter shall be governed by, and construed in accordance with, the laws of
the State of New York without giving effect to principles of conflicts of laws.
E*TRADE Group, Inc. -2-
Imperial Bank may not assign its obligations hereunder without the express
written consent of E*TRADE.
IMPERIAL BANK
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Chairman
IMPERIAL BANK
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President, General
Counsel and Secretary
Acknowledged by:
E*TRADE GROUP, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
Title: EVP, Corporate Development
OFFICIAL PAYMENTS CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
