Exhibit 99.2
June 28, 2005
10780 Parkridge Blvd.
Suite 400
Reston, VA 20191
Ph 571-382-1090
Fax 571-382-1002
www.tier.com
Joseph J. McCarthy
City National Bank
Commercial Banking Services
2001 North Main Street, Suite 200
Walnut Creek, CA 94596
Via Facsimile: 925-274-5738
Re:Letter Agreement: Tier Re-incorporation by Merger
Dear Joe;
This letter follows our recent communications in connection with the intention of Tier Technologies, Inc., a California Corporation (“Tier”) to re-incorporate as a Delaware Corporation. Tier is currently in the process of shareholder approval for changing the state of incorporation from California to Delaware by means of a merger with, and into, a newly wholly owned Delaware subsidiary of Tier. This new wholly owned Delaware subsidiary corporation will be the surviving corporation in the merger. Pending shareholder approval, the merger is planned to be effective in July 2005. Tier acknowledges that the purpose of this merger is to change the Tier’s jurisdiction of incorporation from California to Delaware.
City National Bank (“CNB”) agrees that the proposed merger and re-incorporation of Tier into Delaware shall not be considered a violation or a default of the terms of the Credit And Security Agreement (“Agreement”) dated January 29, 2003, including but not limited to the specific provisions as to Representations and Warranties (Section 4); Corporate Existence (Section 5.7); or Negative Covenants (Section 6).
By authorized signatures below, Tier and CNB agree to the terms of this letter agreement. This letter agreement may be signed in counterparts and sent via facsimile. Other than as specifically agreed herein, or by separate mutually executed agreement, the terms and conditions of the Agreement remain unchanged.
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Tier/CNB letter agreement 06/29/05 | | Page 1 of 2 | | |
ACKNOWLEDGED AND AGREED BY:
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TIER TECHNOLOGIES, INC. | | | | CITY NATIONAL BANK |
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By: | | /s/ James R. Weaver | | | | By: | | /s/ Joseph McCarthy |
Name: | | James R. Weaver | | | | Name: | | Joseph McCarthy |
Title: | | President & CEO | | | | Title: | | Senior Vice President |
Date: | | June 29, 2005 | | | | Date: | | 6/30/05 |
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Tier/CNB letter agreement 06/29/05 | | Page 2 of 2 | | |
