CITY NATIONAL BANCSHARES CORPORATION
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY APPLICABLE STATE BLUE SKY LAW. THIS NOTE
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION
OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE
BLUE SKY LAW, NOR MAY THIS NOTE BE SOLD OR TRANSFERRED UNLESS
CITY NATIONAL BANCSHARES CORPORATION IS SATISFIED THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE
BLUE SKY LAWS IS AVAILABLE.
NOTE
$200,000.00 Date: June 3, 2002
CITY NATIONAL BANCSHARES CORPORATION (the "Company"), a corporation organized
and existing under the laws of the State of New Jersey and a bank holding
company registered under the Bank Holding Company Act of 1956, as amended,
promises to pay to the order of the United Negro College Fund, Inc., or its
registered assignee (the "Purchaser"), at such place as the Purchaser shall
designate to the Company in writing, in lawful money of the United States of
America, the principal amount of TWO HUNDRED THOUSAND DOLLARS ($200,000.00),
together with interest (computed on a 365/365 basis) on the part of the
principal amount from time to time remaining unpaid from this date until such
principal is paid at the rate of eight percent (8.00%) per annum. The principal
amount hereof shall be paid in full at maturity on June 3, 2017 but may be
renewed at the option of the Company for an additional fifteen years at the
prevailing rate of interest.
The interest on this note shall be due and payable semiannually as it accrues,
on each January 1 and July 1 until this note is paid in full, commencing on the
first such day next succeeding this date. The Company shall have the right and
privilege of prepaying all or any part of this note at any time without notice
or penalty, subject to the approval of the Federal Reserve Bank, if required,
and all payments on this note shall be applied first to accrued interest and the
balance, if any, to principal.
The indebtedness of the Company evidenced by this note, including the principal
and premium, if any, and interest, shall be subordinate and junior in right of
payment to the Company's obligations to its depositors, its obligations under
bankers' acceptances and letters of credit, and its obligations to other
creditors, including its obligations to the Federal Reserve Bank, Federal
Deposit Insurance Company ("FDIC"), and any rights acquired by the FDIC as a
result of loans made by the FDIC to the Company or the purchase or guarantee of
any of its assets by the FDIC pursuant to the provisions of 12 USC 1823(c) (d)
or (e), whether now outstanding or hereafter incurred.
This note shall become immediately due and payable, at the option of the holder,
without presentment or demand or any notice to the Company or any other person
obligated, upon the commencement of any bankruptcy, reorganization or other case
or proceeding under the United States Bankruptcy Code by or regarding the
Company.
Purchaser is purchasing this note by surrendering to the Company 6,800 shares of
the Company's common stock. In that regard, Purchaser represents and warrants
that (A) in anticipation of the purchase of this note, Purchaser has (i)
reviewed the Company's publicly available information, and (ii) had an
opportunity to ask and have answered any and all questions Purchaser may have
regarding the financial and operating condition of the Company and its
subsidiaries, (B) Purchaser is purchasing this note as an investment without any
intention or view to resell this note, and (C) Purchaser is an "accredited
investor" as defined in Rule 144 under the Securities Act of 1933, as amended.
The Purchaser agrees that it will not sell or transfer this note except (i) to
an affiliate of the Purchaser or a successor to all or substantially all of the
business or assets of the Purchaser or (ii) to any other party upon advance
notice to and approval by the Company, which approval shall not be unreasonably
withheld or delayed so long as such transfer complies with applicable law.
Notwithstanding any other provision of this note, including
specifically the provisions set forth in the sections relating to subordination,
events of default and covenants of the Company, it is expressly understood and
agreed that the Federal Reserve Bank or any receiver or conservator of the
Company appointed by the Federal Reserve Bank shall have the right in the
performance of its legal duties, and as part of any transaction or plan of
reorganization or liquidation designed to protect or further the continued
existence of the Company or the rights of any parties or agencies with an
interest in, or claim against, the Company or its assets, to transfer or direct
the transfer of the obligations of this note to any national banking
association, state bank or bank holding company selected by such official which
shall expressly assume the obligation of the due and punctual payment of the
unpaid principal, interest, and premium, if any, on this note and the due and
punctual performance of all covenants and conditions hereof; and that the
completion of such transfer and assumption shall serve to supersede and void any
default, acceleration or subordination which may have occurred, or which may
occur due or related to such transaction, plan, transfer or assumption pursuant
to the provisions of this note, and shall serve to return the holder hereof to
the same position, other than for substitution of the obligor, it would have
occupied had no default acceleration or subordination occurred; except that any
interest and principal previously due, other than by reason of acceleration, and
not paid shall, in the absence of a contrary agreement by the holder of this
note, be deemed to be immediately due and payable as of the date of such
transfer and assumption, together with interest from its original due date at
the rate provided for herein.
CITY NATIONAL BANCSHARES CORPORATION,
a New Jersey corporation
By: ____________________________ ____
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Xxxxxx X. Xxxxxx, Senior Vice President
