United States Department of the Treasury
Exhibit
10.4
April 10,
0000
Xxxxxx
Xxxxxx Department of the Treasury
0000
Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx,
X.X. 00000
000 Xxxxx
Xxxxxx
Xxxxxx,
Xxx Xxxxxx 00000
Ladies
and Gentlemen:
Reference
is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement – Standard Terms dated of even date herewith (the “Securities Purchase
Agreement”) by and among United States Department of Treasury (“Investor”) and City National
Bancshares Corporation (“Company”). Investor
and Company desire to set forth herein certain modifications to the Securities
Purchase Agreement and related documents regarding the Company’s obligations to
create, issue and register the Warrant Preferred Stock, Warrant and Warrant
Shares (collectively, and without limitation, the “Warrant
Obligations”). Capitalized terms used herein but not defined
shall have the meaning assigned them in the Securities Purchase
Agreement.
Pursuant
to Section 113(d)(3) of the Emergency Economic Stabilization Act of 2008,
Investor has the discretion to exempt certain financial institutions receiving
funds through the Investor’s Capital Purchase Program (“CPP”) from Warrant
Obligations. Investor has elected to exercise its discretion in favor
of those financial institutions that are certified as Community Development
Financial Institutions (“CDFIs”), and for whom the
Purchase Price of the CPP investment is $50 million or less.
Company
has represented to us it maintains its status as a CDFI and will receive an
investment pursuant to the CPP with a Purchase Price of
$9,439,000. Accordingly, Investor agrees to exempt Company from the
Warrant Obligations under the Securities Purchase Agreement and under any other
documents required to effect Investor’s investment in Company (collectively, and
without limitation, the “Transaction
Documents”). Any and all references in the Transaction
Documents with respect to the Warrant Obligations shall be inapplicable and of
no effect upon Company.
This
letter agreement constitutes the entire agreement, and supersedes all other
prior agreements, understandings, representations and warranties, both written
and oral, between the parties with respect to the subject matter
hereof.
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This
letter agreement may be executed in counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same
instrument. This letter agreement shall 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.
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In
witness whereof, this letter agreement has been duly executed by the authorized
representatives of the parties hereto as of the date first above
written.
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CITY
NATIONAL BANCSHARES
CORPORATION |
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By:
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/Xxxxxx X. Xxxxxx/
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Name:
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Xxxxxx
X. Xxxxxx
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Title:
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Senior
Vice President and CFO
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UNITED
STATES DEPARTMENT OF
THE TREASURY |
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By:
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/Xxxx Xxxxxxxx/
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Name:
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Xxxx
Xxxxxxxx
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Title:
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Interim
Assistant Secretary
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For
Financial Stability
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