United States Department of the Treasury Washington, D.C. 20220 April 10, 2009
Exhibit
10.3
United
States Department of the Treasury
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Washington,
D.C. 20220
April 10,
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”). Investor
and the Company desire to amend the Securities Purchase Agreement as
follows:
1. Section
2.1(a) of the Securities Purchase Agreement is amended to read in its entirety
as follows:
“(a) [Intentionally
Omitted.]”
2. Section
2.1(c) of the Securities Purchase Agreement is amended to read in its entirety
as follows:
“(c) “Previously Disclosed” means
information set forth or incorporated in the Company’s Annual Report on Form
10-K for the most recently completed fiscal year of the Company filed with the
Primary Federal Securities Regulator prior to the execution and delivery of this
Agreement (the “Last Fiscal
Year”) or in its other reports and forms filed with or furnished to the
Primary Federal Securities Regulator as contemplated under Sections 13(a), 14(a)
or 15(d) of the Exchange Act on or after the last day of the Last Fiscal Year
and prior to the execution and delivery of this Agreement. “Primary Federal Securities
Regulator” means the SEC or the primary federal bank regulator with which
the Company files its reports, registration statements, proxy statements and
other filings under the Exchange Act. If the Company is required to
make filings with a Primary Federal Securities Regulator other than the SEC, all
references in this Agreement to the SEC shall be deemed to refer to the
Company’s Primary Federal Securities Regulator.
3. The
definition of “Registrable Securities” in Section 4.5(l)(iv) of the Securities
Purchase Agreement is amended by adding the following sentence at the end
thereof:
“Notwithstanding
anything in this Section 4.5(l)(iv) to the contrary, Registrable Securities
shall not include any securities of the Company that are referred to in Section
3(a) of the Securities Act; provided, however, that in the
event that the Company’s Primary Federal Securities Regulator is not the SEC, the
Company shall take such actions (if any) as are provided for under such Primary
Federal Securities Regulator’s rules in order to permit the resale of
Registrable Securities by the Holders in accordance with such
rules.”
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From and
after the date hereof, each reference in the Securities Purchase Agreement to
“this 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 and each reference in the Securities Purchase Agreement to
“this Securities Purchase Agreement” or words of like import shall mean and be a
reference to 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 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.
[Remainder
of this page intentionally left blank]
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In
witness whereof, the parties have duly executed this letter agreement as of the
date first written above.
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UNITED
STATES DEPARTMENT OF
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THE
TREASURY
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By:
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Name:
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Title:
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Interim
Assistant Secretary
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For
Financial Stability
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COMPANY:
CITY NATIONAL
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BANCSHARES
CORPORATION
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By:
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Name:
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▇. ▇▇▇▇▇▇
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Title:
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Senior
Vice President and
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Chief
Financial Officer
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