REGISTERED REGISTERED
CITY NATIONAL BANK
No. R-1 6-3/8% SUBORDINATED CUSIP 177902 AA 1
NOTE DUE 2008
This Note is a Global Note within the meaning of the Issuing and Paying
Agency Agreement hereinafter referred to and is registered in the name of the
Depositary or a nominee thereof. This Note may not be exchanged in whole or
in part for a Note registered, and no transfer of this Note in whole or in
part may be registered, in the name of any person other than such Depositary
or a nominee thereof, except in the limited circumstances described in the
Issuing and Paying Agency Agreement.
Unless this Note is presented by an authorized representative of The
Depositary Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
security issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depositary Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
This Note must be issued and held in minimum denominations of $250,000 and is
not exchangeable for Notes in smaller denominations.
THE OBLIGATION EVIDENCED BY THIS NOTE IS UNSECURED AND IS SUBORDINATED AND
JUNIOR IN RIGHT OF PAYMENT TO THE BANK'S OBLIGATIONS TO ITS DEPOSITORS AND TO
THE BANK'S OTHER OBLIGATIONS TO ITS GENERAL AND SECURED CREDITORS AND IS
INELIGIBLE AS COLLATERAL TO SECURE A LOAN FROM THE BANK. THIS NOTE IS NOT A
SAVINGS ACCOUNT OR A DEPOSIT OF ANY BANK AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
PRINCIPAL AMOUNT: $125,000,000
ISSUE DATE: January 12, 1998
MATURITY DATE: January 15, 2008
INTEREST RATE: 6-3/8% per annum
COMPUTATION PERIOD: from January 12, 1998
INTEREST PAYMENT DATE(S): each January 15 and July 15, commencing July 15, 1998
REGULAR RECORD DATE(S): each January 1 and July 1
1
CITY NATIONAL BANK, a national banking association duly organized and
existing under the laws of the United States of America (herein called the
"Bank", which term includes any successor thereof), for value received,
hereby promises to pay to CEDE & CO., as nominee for The Depository Trust
Company, or registered assigns, the principal amount specified above on the
maturity date specified above (the "Maturity Date") and to pay interest
thereon (computed on the basis of a 360-day year of twelve 30-day months)
from and including the Issue Date specified above (the "Issue Date") or from
and including the most recent Interest Payment Date to which interest on this
Note (or any predecessor Note) has been paid or duly provided for to but
excluding the next succeeding Interest Payment Date, on the Interest Payment
Dates specified above in each year (each an "Interest Payment Date") and on
the Maturity Date, semiannually in arrears at the rate per annum equal to the
Interest Rate specified above (the "Interest Rate"), until the principal
hereof is paid or duly made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will
be paid to the person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the Regular Record Date
specified above (the "Regular Record Date") next preceding such Interest
Payment Date; PROVIDED, HOWEVER, that interest payable on the Maturity Date
will be payable to the person to whom principal shall be payable; and
PROVIDED, FURTHER, that the first payment of interest shall be payable on the
second Interest Payment Date following the Issue Date to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close
of business on the Regular Record Date immediately preceding such Interest
Payment Date.
If any Interest Payment Date specified on the face hereof or the
Maturity Date would otherwise be a day which is not a Market Day, with
respect to this Note, the payment of principal or interest may be made on the
next succeeding Market Day with the same force and effect as if made on the
due date therefor, and no interest shall accrue from such Interest Payment
Date or Maturity Date, as the case may be, to such next succeeding Market Day.
No interest shall accrue on any amount of principal of or interest on
this Note after the due date therefor, PROVIDED that, to the extent permitted
by applicable law, interest shall accrue on any amount of principal or
interest not paid or duly provided for on the date due, from and including
the date due, to but excluding the date paid, at the Interest Rate.
No interest shall accrue on this Note after the Maturity Date.
Payment of the principal of and interest on this Note will be made on
each Interest Payment Date by the Issuing and Paying Agent (as defined on the
reverse hereof), in U.S. dollars in immediately available funds to the
Depositary or its nominee; PROVIDED, HOWEVER, that payment of the principal
of and interest on this Note due on the Maturity Date will be made in U.S.
dollars in immediately available funds at the office of the Issuing and
Paying Agent at 2 Broadway, New York, New York 10004, if this Note is
presented to the Issuing and Paying Agent in time for the Issuing and Paying
Agent to make such payments in such funds in accordance with its normal
procedures.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
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This Note and the obligations of the Bank evidenced hereby shall be
governed by and construed in accordance with the laws of the State of New
York and, where applicable, the laws of the United States of America.
Unless the certificate of authentication hereon has been executed by the
Issuing and Paying Agent referred to on the reverse hereof by manual
signature, this Note shall not be entitled to any benefit under the Issuing
and Paying Agency Agreement or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed and countersigned as of the date set forth below.
Dated: January 12, 1998
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CITY NATIONAL BANK
By /s/ FRANK P. PEKNY
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Authorized Signature
Attest:
RICHARD SHEEHAN, JR.
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CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in
the within-mentioned Issuing and Paying
Agency Agreement
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY,
as Issuing and Paying Agent
By [Illegible]
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Authorized Signature
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[Form of Reverse of Note]
This Note is one of a duly authorized issue of notes of the Bank (the
"Notes") issued under the Issuing and Paying Agency Agreement, dated as of
January 7, 1998 (the "Issuing and Paying Agency Agreement"), between the Bank
and Continental Stock Transfer & Trust Company, as Issuing and Paying Agent
(herein called the "Issuing and Paying Agent", which term includes any
successor issuing and paying agent under the Issuing and Paying Agency
Agreement) and reference is hereby made to the Issuing and Paying Agency
Agreement for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Bank and the Issuing and Paying Agent
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. Except as otherwise provided in the Issuing and Paying Agency
Agreement, the Notes will be issued only as fully-registered Global Notes,
without coupons, in denominations of $250,000 and integral multiples of
$1,000 in excess thereof.
THIS NOTE IS A DIRECT, UNSECURED GENERAL OBLIGATION OF THE BANK. THE
OBLIGATION EVIDENCED BY THIS NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF
PAYMENT TO THE BANK'S OBLIGATIONS TO ITS DEPOSITORS AND TO THE BANK'S OTHER
OBLIGATIONS TO ITS GENERAL AND SECURED CREDITORS AND IS INELIGIBLE AS
COLLATERAL TO SECURE A LOAN FROM THE BANK. THIS NOTE IS NOT A SAVINGS ACCOUNT
OR A DEPOSIT OF ANY BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
The Holder of this Note, by its acceptance hereof, agrees that the
indebtedness of the Bank evidenced by this Note, including the principal and
interest hereon, is unsecured and subordinate and junior in right of payment
to the Bank's obligations to its depositors, its obligations under banker's
acceptances and letters of credit, and its obligations to its other creditors
(including any obligations to any Federal Reserve Bank and the Federal
Deposit Insurance Corporation), whether outstanding at the time this Note is
issued or thereafter incurred (except any obligations which by their express
terms rank on a parity with or junior to this Note). In the event of any
insolvency proceedings, receivership, conservatorship, reorganization,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings or any liquidation or winding up of or relating to the Bank,
whether voluntary or involuntary, all such obligations (except obligations
which rank on a parity with or junior to this Note) shall be entitled to be
paid in full before any payment shall be made on account of the principal of
or interest on this Note. In the event of any such proceeding, after payment
in full of all sums owing with respect to such prior obligations, the Holder
of this Note, together with the holders of any obligations of the Bank
ranking on a parity with this Note, shall be entitled to be paid pro rata
from the remaining assets of the Bank the unpaid principal of, and the unpaid
interest on, this Note or such other obligations before any payment or other
distribution, whether in cash, property, or otherwise, shall be made on
account of any capital stock or any obligations of the Bank ranking junior to
this Note.
This Note contains no limitation on the amount of senior debt, deposits
or other obligations that rank senior to this Note that may be hereafter
incurred or assumed by the Bank.
-1-
For purposes of this Note, an "Event of Default" shall occur if the Bank
shall consent to the appointment of a conservator, receiver, liquidator,
trustee or other similar official in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or relating to
the Bank or of or relating to all or substantially all of its property; or a
decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator, receiver,
liquidator, trustee or other similar official in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs, shall have been entered against
the Bank and such decree or order shall have remained in force undischarged
or unstayed for a period of 60 consecutive days; or the Bank shall file a
petition to take advantage of any applicable insolvency or reorganization
statute.
If an Event of Default with respect to this Note shall occur and be
continuing, the Holder of this Note may (i) declare the principal of this
Note due and payable, and/or (ii) institute a judicial proceeding for the
enforcement of the terms of this Note, including the collection of all sums
due and unpaid hereunder, prosecute such proceeding to judgment for final
decree and enforce the same against the Bank and collect moneys adjudged or
decreed to be payable in the manner provided by law out of the property of
the Bank and/or (iii) take such other action at law or in equity as may
appear necessary or desirable to collect and enforce this Note. Any Event of
Default with respect to this Note may be waived by the Holder. The Bank
agrees that it will promptly give notice in writing of the occurence of any
Event of Default to the Issuing and Paying Agent. Notwithstanding the
foregoing, this Note may not be paid by the Bank pursuant to any declaration
referred to in clause (i) of the first sentence of this paragraph without the
prior approval of the Office of the Comptroller of the Currency (the "OCC")
unless the Bank shall remain and "eligible bank", as defined in 12 C.F.R.
Section 5.3(g) (or any successor regulation thereto), after such payment. If
such approval of the OCC shall be required upon the occurrence of any such
Event of Default, the Bank will make application therefor to the OCC promptly
after receiving notice of any such declaration from the holder hereof.
The Bank may not consolidate with or merge into any other person or
convey, transfer or lease its properties and assets substantially as an
entirety to any person, unless (a) the surviving entity in such consolidation
or merger, or the person that acquires by conveyance, transfer or lease the
properties and assets of the Bank substantially as an entirety shall be a
bank, corporation or partnership organized and validly existing under the
laws of the United States of America, any State thereof or the District of
Columbia, and shall expressly assume, by a supplement to this Note, the due
and punctual payment of the principal of and interest on this Note, and the
performance or observance of every provision of this Note on the part of the
Bank to be performed or observed, and (b) immediately after giving effect to
such transaction, no Event of Default, and no event which, with giving of
notice or the lapse of time or both, would become an Event of Default, shall
have occurred and be continuing.
All notices to the Bank under this Note shall be in writing or addressed
to the Bank at 400 North Roxbury Drive, 5th Floor, Beverly Hills, California
90210, Attention: General Counsel, or to such other address as the Bank may
notify the Holder.
-2-
All terms used in this Note which are defined in the Issuing and Paying
Agency Agreement shall have the meanings assigned to them in the Issuing and
Paying Agency Agreement.
-3-
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
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(Custodian) (Minor)
Under Uniform Gifts to Minors Act ( )
------------------
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
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(PLEASE INSERT SOCIAL SECURITY IDENTIFYING NUMBER OF ASSIGNEE)
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE)
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the within Note and all rights thereunder, hereby irrevocably constituting
and appointing_________________________________ attorney to transfer said
Note on the books of the Bank, with full power of substitution in the
premises.
Dated: Signature:
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NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
within instrument in every particular,
without alteration or enlargement or
any change whatever.