OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at _________________________________ _____________________________________________________________________________. (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the undersigned must give to the Fiscal and Paying Agent at its offices located at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Corporate Trust Department, Telecopy: (000) 000-0000, or at such other place or places of which the Bank shall from time to time notify the holder of this Note, not more than 60 days nor less than 30 days prior notice to the date of repayment, with this “Option to Elect Repayment” form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of $1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an integral multiple of $1,000 in excess thereof) of the Notes to be issued to the holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid): $______________________________ ______________________________ NOTICE: The signature on this Dated: ________________________ “Option to Elect Repayment” form must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. ________________________________ Signature Guarantee Xxxxxxx X-0 [FORM OF FLOATING RATE NOTE] THIS NOTE IS AN OBLIGATION SOLELY OF FIRST TENNESSEE BANK NATIONAL ASSOCIATION (THE “BANK”) AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, FIRST HORIZON NATIONAL CORPORATION. THIS NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER SENIOR UNSECURED INDEBTEDNESS OF THE BANK, EXCEPT DEPOSIT LIABILITIES (AS PROVIDED IN SECTION 11(D)(11) OF THE FEDERAL DEPOSIT INSURANCE ACT) AND OTHER OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES. IN A LIQUIDATION OR OTHER RESOLUTION OF THE BANK, THIS NOTE WOULD BE TREATED DIFFERENTLY FROM, AND HOLDERS OF THIS NOTE COULD RECEIVE, IF ANYTHING, SIGNIFICANTLY LESS THAN HOLDERS OF, DEPOSIT LIABILITIES OF THE BANK. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (THE “DEPOSITARY”) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES. No. FLR-_____ REGISTERED CUSIP NO.: _________ FIRST TENNESSEE BANK NATIONAL ASSOCIATION GLOBAL BANK NOTE (Floating Rate) ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: $ INITIAL INTEREST RATE: % MATURITY DATE: INTEREST RATE BASIS OR BASES: INDEX MATURITY: IF LIBOR: [ ] LIBOR Moneyline Telerate Page: [ ] LIBOR Reuters Page: Designated LIBOR Currency: REGULAR RECORD DATES (if other than the fifteenth calendar day (whether of not a Business Day) prior to each Interest Payment Date): IF CMT RATE: CMT Moneyline Telerate Page: If Moneyline Telerate Page 7052: [ ] Weekly Average [ ] Monthly Average INDEX CURRENCY: SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT DATES: INTEREST PAYMENT PERIOD: INITIAL INTEREST RESET DATE: INTEREST RESET PERIOD: INTEREST RESET DATES: CALCULATION AGENT (if other than JPMorgan Chase Bank, National Association): INITIAL REDEMPTION DATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: HOLDER’S OPTIONAL REPAYMENT DATE(S): INITIAL REDEMPTION PERCENTAGE: INTEREST CALCULATION: [ ] Regular Floating Rate Note [ ] Floating Rate/Fixed Rate Note Fixed Rate Commencement Date: Fixed Interest Rate: [ ] Inverse Floating Rate Note Fixed Interest Rate: DAY COUNT CONVENTION [ ] 30/360 for the period from and including ______ to but excluding _____. [ ] Actual/360 for the period from and including ______ to but excluding ______. [ ] Actual/Actual for the period from and including ______ to but excluding ______. ADDENDUM ATTACHED: [ ] Yes ORIGINAL ISSUE DISCOUNT [ ] Yes [ ] No [ ] No Total Amount of OID: Yield to Maturity: Initial Accrual Period: OTHER PROVISIONS: DEFAULT RATE: % First Tennessee Bank National Association (the “Bank”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ________________________ U.S. Dollars on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from and including the Original Issue Date specified above 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, on the Interest Payment Dates specified above (each, an “Interest Payment Date”) and at maturity or upon earlier redemption or repayment, if applicable, commencing on the first Interest Payment Date next succeeding the Original Issue Date (or, if the Original Issue Date is between a Regular Record Date (as defined below) and the Interest Payment Date immediately following such Regular Record Date, on the second Interest Payment Date following the Original Issue Date), at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified above, the Default Rate shall be the Interest Rate on this Note specified above. 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 any predecessor Note) is registered at the close of business on the Regular Record Date, which shall be the fifteenth calendar day (whether or not a Business Day (as defined below)) prior to such Interest Payment Date (unless otherwise specified on the face hereof) (each, a “Regular Record Date”); provided, however, that interest payable at maturity or upon earlier redemption or repayment, if applicable, will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of business on such Regular Record Date and may either be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Bank, notice of which shall be given to the holders of Notes not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner. Payment of principal of, premium, if any, and interest on, this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Bank will at all times appoint and maintain an fiscal and paying agent (the “Fiscal and Paying Agent,” which term shall include any successor Fiscal and Paying Agent), authorized by the Bank to pay principal of, premium, if any, and interest on, this Note on behalf of the Bank pursuant to a fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement”) and having an office or agency (the “Fiscal and Paying Agent Office”) in The City of New York or the city in which the Fiscal and Paying Agent’s corporate trust office is located (the “Place of Payment”), where this Note may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to this Note may be served. The Bank has initially appointed JPMorgan Chase Bank, National Association as the Fiscal and Paying Agent, with the Fiscal and Paying Agent Office currently located at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Corporate Trust Department, Telecopy: (000) 000-0000. The Bank may remove the Fiscal and Paying Agent pursuant to the Payment of principal of, premium, if any, and interest on, this Note due at maturity or upon earlier redemption or repayment, if applicable, will be made in immediately available funds upon presentation and surrender of this Note to the Fiscal and Paying Agent at the Fiscal and Paying Agent Office; provided that this Note is presented to the Fiscal and Paying Agent in time for the Fiscal and Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Note (other than at maturity or upon earlier redemption or repayment) will be made by wire transfer to such account as has been appropriately designated to the Fiscal and Paying Agent by the person entitled to such payments. Reference herein to “this Note,” “hereof,” “herein” and comparable terms shall include an Addendum hereto if an Addendum is specified above. 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.
Appears in 1 contract
OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay this Subordinated Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at _________________________________ _____________________________________________________________________________. (Please print or typewrite name and address of the undersigned) For this Subordinated Note to be repaid, the undersigned must give to the Fiscal Issuing and Paying Agent at its offices currently located at 0000 000 Xxxxxxxxx XxxxxxxXxxxxx Xxxx, Xxxxx 000X0-XX00-00-0, Xxxxxxxxxx, Xxxxxxx Xxxxxxxxxxxx 00000, Attention: Corporate Trust Department, Telecopy: (000) 000-0000Securities Settlement, or at such other place or places of which the Bank shall from time to time notify the holder of this Subordinated Note, not more than 60 days nor less than 30 days prior notice to the date of repayment, with this “Option to Elect Repayment” form duly completed. If less than the entire principal amount of this Subordinated Note is to be repaid, specify the portion hereof (which shall be increments of $1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an integral multiple of $1,000 in excess thereof) of the Subordinated Notes to be issued to the holder for the portion of this Subordinated Note not being repaid (in the absence of any such specification, one such Subordinated Note will be issued for the portion not being repaid): $______________________________ ______________________________ $ Dated: NOTICE: The signature on this Dated: ________________________ “Option to Elect Repayment” form must correspond with the name name, as written upon the face of the within Subordinated Note in every particular, without alteration or enlargement or any change whatsoever. ________________________________ Signature Guarantee Xxxxxxx X-0 [FORM OF FLOATING RATE NOTE] THIS NOTE IS AN OBLIGATION SOLELY OF FIRST TENNESSEE BANK NATIONAL ASSOCIATION (THE “BANK”) AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, FIRST HORIZON NATIONAL CORPORATION. THIS NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER SENIOR UNSECURED INDEBTEDNESS OF THE BANK, EXCEPT DEPOSIT LIABILITIES (AS PROVIDED IN SECTION 11(D)(11) OF THE FEDERAL DEPOSIT INSURANCE ACT) AND OTHER OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES. IN A LIQUIDATION OR OTHER RESOLUTION OF THE BANK, THIS NOTE WOULD BE TREATED DIFFERENTLY FROM, AND HOLDERS OF THIS NOTE COULD RECEIVE, IF ANYTHING, SIGNIFICANTLY LESS THAN HOLDERS OF, DEPOSIT LIABILITIES OF THE BANK. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (THE “DEPOSITARY”) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES. No. FLR-_____ REGISTERED CUSIP NO.: _________ FIRST TENNESSEE BANK NATIONAL ASSOCIATION GLOBAL BANK NOTE (Floating Rate) ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: $ INITIAL INTEREST RATE: % MATURITY DATE: INTEREST RATE BASIS OR BASES: INDEX MATURITY: IF LIBOR: [ ] LIBOR Moneyline Telerate Page: [ ] LIBOR Reuters Page: Designated LIBOR Currency: REGULAR RECORD DATES (if other than the fifteenth calendar day (whether of not a Business Day) prior to each Interest Payment Date): IF CMT RATE: CMT Moneyline Telerate Page: If Moneyline Telerate Page 7052: [ ] Weekly Average [ ] Monthly Average INDEX CURRENCY: SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT DATES: INTEREST PAYMENT PERIOD: INITIAL INTEREST RESET DATE: INTEREST RESET PERIOD: INTEREST RESET DATES: CALCULATION AGENT (if other than JPMorgan Chase Bank, National Association): INITIAL REDEMPTION DATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: HOLDER’S OPTIONAL REPAYMENT DATE(S): INITIAL REDEMPTION PERCENTAGE: INTEREST CALCULATION: [ ] Regular Floating Rate Note [ ] Floating Rate/Fixed Rate Note Fixed Rate Commencement Date: Fixed Interest Rate: [ ] Inverse Floating Rate Note Fixed Interest Rate: DAY COUNT CONVENTION [ ] 30/360 for the period from and including ______ to but excluding _____. [ ] Actual/360 for the period from and including ______ to but excluding ______. [ ] Actual/Actual for the period from and including ______ to but excluding ______. ADDENDUM ATTACHED: [ ] Yes ORIGINAL ISSUE DISCOUNT [ ] Yes [ ] No [ ] No Total Amount of OID: Yield to Maturity: Initial Accrual Period: OTHER PROVISIONS: DEFAULT RATE: % First Tennessee Bank National Association (the “Bank”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ________________________ U.S. Dollars on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from and including the Original Issue Date specified above 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, on the Interest Payment Dates specified above (each, an “Interest Payment Date”) and at maturity or upon earlier redemption or repayment, if applicable, commencing on the first Interest Payment Date next succeeding the Original Issue Date (or, if the Original Issue Date is between a Regular Record Date (as defined below) and the Interest Payment Date immediately following such Regular Record Date, on the second Interest Payment Date following the Original Issue Date), at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified above, the Default Rate shall be the Interest Rate on this Note specified above. 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 any predecessor Note) is registered at the close of business on the Regular Record Date, which shall be the fifteenth calendar day (whether or not a Business Day (as defined below)) prior to such Interest Payment Date (unless otherwise specified on the face hereof) (each, a “Regular Record Date”); provided, however, that interest payable at maturity or upon earlier redemption or repayment, if applicable, will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of business on such Regular Record Date and may either be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Bank, notice of which shall be given to the holders of Notes not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner. Payment of principal of, premium, if any, and interest on, this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Bank will at all times appoint and maintain an fiscal and paying agent (the “Fiscal and Paying Agent,” which term shall include any successor Fiscal and Paying Agent), authorized by the Bank to pay principal of, premium, if any, and interest on, this Note on behalf of the Bank pursuant to a fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement”) and having an office or agency (the “Fiscal and Paying Agent Office”) in The City of New York or the city in which the Fiscal and Paying Agent’s corporate trust office is located (the “Place of Payment”), where this Note may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to this Note may be served. The Bank has initially appointed JPMorgan Chase Bank, National Association as the Fiscal and Paying Agent, with the Fiscal and Paying Agent Office currently located at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Corporate Trust Department, Telecopy: (000) 000-0000. The Bank may remove the Fiscal and Paying Agent pursuant to the Payment of principal of, premium, if any, and interest on, this Note due at maturity or upon earlier redemption or repayment, if applicable, will be made in immediately available funds upon presentation and surrender of this Note to the Fiscal and Paying Agent at the Fiscal and Paying Agent Office; provided that this Note is presented to the Fiscal and Paying Agent in time for the Fiscal and Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Note (other than at maturity or upon earlier redemption or repayment) will be made by wire transfer to such account as has been appropriately designated to the Fiscal and Paying Agent by the person entitled to such payments. Reference herein to “this Note,” “hereof,” “herein” and comparable terms shall include an Addendum hereto if an Addendum is specified above. 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.
Appears in 1 contract
Samples: Issuing and Paying Agency Agreement (PNC Financial Services Group, Inc.)
OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay this Subordinated Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at _________________________________ _____________________________________________________________________________. _ (Please print or typewrite name and address of the undersigned) For this Subordinated Note to be repaid, the undersigned must give to the Fiscal Issuing and Paying Agent at its offices located at 0000 Xxxxxxxxx XxxxxxxOne PNC Plaza, 9th Floor, 200 Xxxxx 000Xxxxxx, Xxxxxxxxxx, Xxxxxxx Xxxxxxxxxxxx 00000, Attention: Corporate Trust Department, Telecopy: (000) 000-0000Yxxxxx Xxxx, or at such other place or places of which the Bank shall from time to time notify the holder of this Subordinated Note, not more than 60 days nor less than 30 days prior notice to the date of repayment, with this “Option to Elect Repayment” form duly completed. If less than the entire principal amount of this Subordinated Note is to be repaid, specify the portion hereof (which shall be increments of $1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an integral multiple of $1,000 in excess thereof) of the Subordinated Notes to be issued to the holder for the portion of this Subordinated Note not being repaid (in the absence of any such specification, one such Subordinated Note will be issued for the portion not being repaid): $______________________________ ______________________________ $ Dated: NOTICE: The signature on to this Dated: ________________________ “Option to Elect Repayment” form assignment must correspond with the name as written upon the face of the within Subordinated Note in every particular, without alteration or enlargement or any change whatsoever. ________________________________ Signature Guarantee Xxxxxxx X-0 [FORM OF FLOATING RATE NOTE] THIS NOTE IS AN OBLIGATION SOLELY OF FIRST TENNESSEE BANK NATIONAL ASSOCIATION (THE “BANK”) AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, FIRST HORIZON NATIONAL CORPORATION. THIS NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER SENIOR UNSECURED INDEBTEDNESS OF THE BANK, EXCEPT DEPOSIT LIABILITIES (AS PROVIDED IN SECTION 11(D)(11) OF THE FEDERAL DEPOSIT INSURANCE ACT) AND OTHER OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES. IN A LIQUIDATION OR OTHER RESOLUTION OF THE BANK, THIS NOTE WOULD BE TREATED DIFFERENTLY FROM, AND HOLDERS OF THIS NOTE COULD RECEIVE, IF ANYTHING, SIGNIFICANTLY LESS THAN HOLDERS OF, DEPOSIT LIABILITIES OF THE BANK. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (THE “DEPOSITARY”) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES. No. FLR-_____ REGISTERED CUSIP NO.: _________ FIRST TENNESSEE BANK NATIONAL ASSOCIATION GLOBAL BANK NOTE (Floating Rate) ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: $ INITIAL INTEREST RATE: % MATURITY DATE: INTEREST RATE BASIS OR BASES: INDEX MATURITY: IF LIBOR: [ ] LIBOR Moneyline Telerate Page: [ ] LIBOR Reuters Page: Designated LIBOR Currency: REGULAR RECORD DATES (if other than the fifteenth calendar day (whether of not a Business Day) prior to each Interest Payment Date): IF CMT RATE: CMT Moneyline Telerate Page: If Moneyline Telerate Page 7052: [ ] Weekly Average [ ] Monthly Average INDEX CURRENCY: SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT DATES: INTEREST PAYMENT PERIOD: INITIAL INTEREST RESET DATE: INTEREST RESET PERIOD: INTEREST RESET DATES: CALCULATION AGENT (if other than JPMorgan Chase Bank, National Association): INITIAL REDEMPTION DATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: HOLDER’S OPTIONAL REPAYMENT DATE(S): INITIAL REDEMPTION PERCENTAGE: INTEREST CALCULATION: [ ] Regular Floating Rate Note [ ] Floating Rate/Fixed Rate Note Fixed Rate Commencement Date: Fixed Interest Rate: [ ] Inverse Floating Rate Note Fixed Interest Rate: DAY COUNT CONVENTION [ ] 30/360 for the period from and including ______ to but excluding _____. [ ] Actual/360 for the period from and including ______ to but excluding ______. [ ] Actual/Actual for the period from and including ______ to but excluding ______. ADDENDUM ATTACHED: [ ] Yes ORIGINAL ISSUE DISCOUNT [ ] Yes [ ] No [ ] No Total Amount of OID: Yield to Maturity: Initial Accrual Period: OTHER PROVISIONS: DEFAULT RATE: % First Tennessee Bank National Association (the “Bank”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ________________________ U.S. Dollars on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from and including the Original Issue Date specified above 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, on the Interest Payment Dates specified above (each, an “Interest Payment Date”) and at maturity or upon earlier redemption or repayment, if applicable, commencing on the first Interest Payment Date next succeeding the Original Issue Date (or, if the Original Issue Date is between a Regular Record Date (as defined below) and the Interest Payment Date immediately following such Regular Record Date, on the second Interest Payment Date following the Original Issue Date), at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified above, the Default Rate shall be the Interest Rate on this Note specified above. 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 any predecessor Note) is registered at the close of business on the Regular Record Date, which shall be the fifteenth calendar day (whether or not a Business Day (as defined below)) prior to such Interest Payment Date (unless otherwise specified on the face hereof) (each, a “Regular Record Date”); provided, however, that interest payable at maturity or upon earlier redemption or repayment, if applicable, will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of business on such Regular Record Date and may either be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Bank, notice of which shall be given to the holders of Notes not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner. Payment of principal of, premium, if any, and interest on, this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Bank will at all times appoint and maintain an fiscal and paying agent (the “Fiscal and Paying Agent,” which term shall include any successor Fiscal and Paying Agent), authorized by the Bank to pay principal of, premium, if any, and interest on, this Note on behalf of the Bank pursuant to a fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement”) and having an office or agency (the “Fiscal and Paying Agent Office”) in The City of New York or the city in which the Fiscal and Paying Agent’s corporate trust office is located (the “Place of Payment”), where this Note may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to this Note may be served. The Bank has initially appointed JPMorgan Chase Bank, National Association as the Fiscal and Paying Agent, with the Fiscal and Paying Agent Office currently located at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Corporate Trust Department, Telecopy: (000) 000-0000. The Bank may remove the Fiscal and Paying Agent pursuant to the Payment of principal of, premium, if any, and interest on, this Note due at maturity or upon earlier redemption or repayment, if applicable, will be made in immediately available funds upon presentation and surrender of this Note to the Fiscal and Paying Agent at the Fiscal and Paying Agent Office; provided that this Note is presented to the Fiscal and Paying Agent in time for the Fiscal and Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Note (other than at maturity or upon earlier redemption or repayment) will be made by wire transfer to such account as has been appropriately designated to the Fiscal and Paying Agent by the person entitled to such payments. Reference herein to “this Note,” “hereof,” “herein” and comparable terms shall include an Addendum hereto if an Addendum is specified above. 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.
Appears in 1 contract
Samples: PNC Financial Services Group Inc
OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay this Subordinated Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at _________________________________ _____________________________________________________________________________. (Please print or typewrite name and address of the undersigned) For this Subordinated Note to be repaid, the undersigned must give to the Fiscal Issuing and Paying Agent at its offices currently located at 0000 000 Xxxxxxxxx XxxxxxxXxxxxx Xxxx, Xxxxx 000X0-XX00-00-0, Xxxxxxxxxx, Xxxxxxx Xxxxxxxxxxxx 00000, Attention: Corporate Trust Department, Telecopy: (000) 000-0000Securities Settlement, or at such other place or places of which the Bank shall from time to time notify the holder of this Subordinated Note, not more than 60 days nor less than 30 days prior notice to the date of repayment, with this “Option to Elect Repayment” form duly completed. If less than the entire principal amount of this Subordinated Note is to be repaid, specify the portion hereof (which shall be increments of $1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an integral multiple of $1,000 in excess thereof) of the Subordinated Notes to be issued to the holder for the portion of this Subordinated Note not being repaid (in the absence of any such specification, one such Subordinated Note will be issued for the portion not being repaid): $______________________________ ______________________________ $ Dated: NOTICE: The signature on this Dated: ________________________ “Option to Elect Repayment” form must correspond with the name name, as written upon the face of the within Subordinated Note in every particular, without alteration or enlargement or any change whatsoever. ________________________________ Signature Guarantee Xxxxxxx X-0 [FORM OF FLOATING RATE NOTE] THIS NOTE IS AN OBLIGATION SOLELY OF FIRST TENNESSEE BANK NATIONAL ASSOCIATION (THE “BANK”) AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, FIRST HORIZON NATIONAL CORPORATION. THIS NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER SENIOR UNSECURED INDEBTEDNESS OF THE BANK, EXCEPT DEPOSIT LIABILITIES (AS PROVIDED IN SECTION 11(D)(11) OF THE FEDERAL DEPOSIT INSURANCE ACT) AND OTHER OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES. IN A LIQUIDATION OR OTHER RESOLUTION OF THE BANK, THIS NOTE WOULD BE TREATED DIFFERENTLY FROM, AND HOLDERS OF THIS NOTE COULD RECEIVE, IF ANYTHING, SIGNIFICANTLY LESS THAN HOLDERS OF, DEPOSIT LIABILITIES OF THE BANK. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (THE “DEPOSITARY”) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES. No. FLR-_____ REGISTERED CUSIP NO.: _________ FIRST TENNESSEE BANK NATIONAL ASSOCIATION GLOBAL BANK NOTE (Floating Rate) ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: $ INITIAL INTEREST RATE: % MATURITY DATE: INTEREST RATE BASIS OR BASES: INDEX MATURITY: IF LIBOR: [ ] LIBOR Moneyline Telerate Page: [ ] LIBOR Reuters Page: Designated LIBOR Currency: REGULAR RECORD DATES (if other than the fifteenth calendar day (whether of not a Business Day) prior to each Interest Payment Date): IF CMT RATE: CMT Moneyline Telerate Page: If Moneyline Telerate Page 7052: [ ] Weekly Average [ ] Monthly Average INDEX CURRENCY: SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT DATES: INTEREST PAYMENT PERIOD: INITIAL INTEREST RESET DATE: INTEREST RESET PERIOD: INTEREST RESET DATES: CALCULATION AGENT (if other than JPMorgan Chase Bank, National Association): INITIAL REDEMPTION DATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: HOLDER’S OPTIONAL REPAYMENT DATE(S): INITIAL REDEMPTION PERCENTAGE: INTEREST CALCULATION: [ ] Regular Floating Rate Note [ ] Floating Rate/Fixed Rate Note Fixed Rate Commencement Date: Fixed Interest Rate: [ ] Inverse Floating Rate Note Fixed Interest Rate: DAY COUNT CONVENTION [ ] 30/360 for the period from and including ______ to but excluding _____. [ ] Actual/360 for the period from and including ______ to but excluding ______. [ ] Actual/Actual for the period from and including ______ to but excluding ______. ADDENDUM ATTACHED: [ ] Yes ORIGINAL ISSUE DISCOUNT [ ] Yes [ ] No [ ] No Total Amount of OID: Yield to Maturity: Initial Accrual Period: OTHER PROVISIONS: DEFAULT RATE: % First Tennessee Bank National Association (the “Bank”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ________________________ U.S. Dollars on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from and including the Original Issue Date specified above 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, on the Interest Payment Dates specified above (each, an “Interest Payment Date”) and at maturity or upon earlier redemption or repayment, if applicable, commencing on the first Interest Payment Date next succeeding the Original Issue Date (or, if the Original Issue Date is between a Regular Record Date (as defined below) and the Interest Payment Date immediately following such Regular Record Date, on the second Interest Payment Date following the Original Issue Date), at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified above, the Default Rate shall be the Interest Rate on this Note specified above. 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 any predecessor Note) is registered at the close of business on the Regular Record Date, which shall be the fifteenth calendar day (whether or not a Business Day (as defined below)) prior to such Interest Payment Date (unless otherwise specified on the face hereof) (each, a “Regular Record Date”); provided, however, that interest payable at maturity or upon earlier redemption or repayment, if applicable, will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of business on such Regular Record Date and may either be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Bank, notice of which shall be given to the holders of Notes not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner. Payment of principal of, premium, if any, and interest on, this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Bank will at all times appoint and maintain an fiscal and paying agent (the “Fiscal and Paying Agent,” which term shall include any successor Fiscal and Paying Agent), authorized by the Bank to pay principal of, premium, if any, and interest on, this Note on behalf of the Bank pursuant to a fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement”) and having an office or agency (the “Fiscal and Paying Agent Office”) in The City of New York or the city in which the Fiscal and Paying Agent’s corporate trust office is located (the “Place of Payment”), where this Note may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to this Note may be served. The Bank has initially appointed JPMorgan Chase Bank, National Association as the Fiscal and Paying Agent, with the Fiscal and Paying Agent Office currently located at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Corporate Trust Department, Telecopy: (000) 000-0000. The Bank may remove the Fiscal and Paying Agent pursuant to the Payment of principal of, premium, if any, and interest on, this Note due at maturity or upon earlier redemption or repayment, if applicable, will be made in immediately available funds upon presentation and surrender of this Note to the Fiscal and Paying Agent at the Fiscal and Paying Agent Office; provided that this Note is presented to the Fiscal and Paying Agent in time for the Fiscal and Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Note (other than at maturity or upon earlier redemption or repayment) will be made by wire transfer to such account as has been appropriately designated to the Fiscal and Paying Agent by the person entitled to such payments. Reference herein to “this Note,” “hereof,” “herein” and comparable terms shall include an Addendum hereto if an Addendum is specified above. 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.Guarantee
Appears in 1 contract
Samples: Issuing and Paying Agency Agreement (PNC Financial Services Group, Inc.)
OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay this Subordinated Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at ____________________________________________ _____________________________________________________________________________. (Please print or typewrite name and address of the undersigned) For this Subordinated Note to be repaid, the undersigned must give to the Fiscal Issuing and Paying Agent at its offices located at 0000 Xxxxxxxxx Xxxxxxx450 West 33rd Street, Xxxxx 000New York, Xxxxxxxxxx, Xxxxxxx 00000New York 10001, Attention: Corporate Trust DepartmentGlobal Trusx Xxxxxxxxxx Xxxxx, Telecopy: (000) 000-0000, or at such other place or xx xx xxxx xxxxx xxxxx xx places of which the Bank shall from time to time notify the holder holders of this Notethe Subordinated Notes, not more than 60 days nor less than 30 days prior notice to the date of repayment, with this “"Option to Elect Repayment” " form duly completed. If less than the entire principal amount of this Subordinated Note is to be repaid, specify the portion hereof (which shall be increments of $1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an integral multiple of $1,000 in excess thereof) of the Subordinated Notes to be issued to the holder for the portion of this Subordinated Note not being repaid (in the absence of any such specification, one such Subordinated Note will be issued for the portion not being repaid): $______________________________ ______________________________ $ ------------------------------ ------------------------------ NOTICE: The signature on this Dated: ________________________ “"Option to Elect Repayment” " form must ------------------------ correspond with the name as written upon the face of the within Subordinated Note in every particular, without alteration or enlargement or any change whatsoever. ________________________________ -------------------------------- Signature Guarantee Xxxxxxx X-0 [FORM OF FLOATING RATE NOTE] THIS NOTE IS AN OBLIGATION SOLELY OF FIRST TENNESSEE BANK NATIONAL ASSOCIATION (THE “BANK”) AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, FIRST HORIZON NATIONAL CORPORATION. THIS NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER SENIOR UNSECURED INDEBTEDNESS OF THE BANK, EXCEPT DEPOSIT LIABILITIES (AS PROVIDED IN SECTION 11(D)(11) OF THE FEDERAL DEPOSIT INSURANCE ACT) AND OTHER OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES. IN A LIQUIDATION OR OTHER RESOLUTION OF THE BANK, THIS NOTE WOULD BE TREATED DIFFERENTLY FROM, AND HOLDERS OF THIS NOTE COULD RECEIVE, IF ANYTHING, SIGNIFICANTLY LESS THAN HOLDERS OF, DEPOSIT LIABILITIES OF THE BANK. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (THE “DEPOSITARY”) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES. No. FLR-_____ REGISTERED CUSIP NO.: _________ FIRST TENNESSEE BANK NATIONAL ASSOCIATION GLOBAL BANK NOTE (Floating Rate) ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: $ INITIAL INTEREST RATE: % MATURITY DATE: INTEREST RATE BASIS OR BASES: INDEX MATURITY: IF LIBOR: [ ] LIBOR Moneyline Telerate Page: [ ] LIBOR Reuters Page: Designated LIBOR Currency: REGULAR RECORD DATES (if other than the fifteenth calendar day (whether of not a Business Day) prior to each Interest Payment Date): IF CMT RATE: CMT Moneyline Telerate Page: If Moneyline Telerate Page 7052: [ ] Weekly Average [ ] Monthly Average INDEX CURRENCY: SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT DATES: INTEREST PAYMENT PERIOD: INITIAL INTEREST RESET DATE: INTEREST RESET PERIOD: INTEREST RESET DATES: CALCULATION AGENT (if other than JPMorgan Chase Bank, National Association): INITIAL REDEMPTION DATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: HOLDER’S OPTIONAL REPAYMENT DATE(S): INITIAL REDEMPTION PERCENTAGE: INTEREST CALCULATION: [ ] Regular Floating Rate Note [ ] Floating Rate/Fixed Rate Note Fixed Rate Commencement Date: Fixed Interest Rate: [ ] Inverse Floating Rate Note Fixed Interest Rate: DAY COUNT CONVENTION [ ] 30/360 for the period from and including ______ to but excluding _____. [ ] Actual/360 for the period from and including ______ to but excluding ______. [ ] Actual/Actual for the period from and including ______ to but excluding ______. ADDENDUM ATTACHED: [ ] Yes ORIGINAL ISSUE DISCOUNT [ ] Yes [ ] No [ ] No Total Amount of OID: Yield to Maturity: Initial Accrual Period: OTHER PROVISIONS: DEFAULT RATE: % First Tennessee Bank National Association (the “Bank”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ________________________ U.S. Dollars on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from and including the Original Issue Date specified above 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, on the Interest Payment Dates specified above (each, an “Interest Payment Date”) and at maturity or upon earlier redemption or repayment, if applicable, commencing on the first Interest Payment Date next succeeding the Original Issue Date (or, if the Original Issue Date is between a Regular Record Date (as defined below) and the Interest Payment Date immediately following such Regular Record Date, on the second Interest Payment Date following the Original Issue Date), at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified above, the Default Rate shall be the Interest Rate on this Note specified above. 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 any predecessor Note) is registered at the close of business on the Regular Record Date, which shall be the fifteenth calendar day (whether or not a Business Day (as defined below)) prior to such Interest Payment Date (unless otherwise specified on the face hereof) (each, a “Regular Record Date”); provided, however, that interest payable at maturity or upon earlier redemption or repayment, if applicable, will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of business on such Regular Record Date and may either be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Bank, notice of which shall be given to the holders of Notes not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner. Payment of principal of, premium, if any, and interest on, this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Bank will at all times appoint and maintain an fiscal and paying agent (the “Fiscal and Paying Agent,” which term shall include any successor Fiscal and Paying Agent), authorized by the Bank to pay principal of, premium, if any, and interest on, this Note on behalf of the Bank pursuant to a fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement”) and having an office or agency (the “Fiscal and Paying Agent Office”) in The City of New York or the city in which the Fiscal and Paying Agent’s corporate trust office is located (the “Place of Payment”), where this Note may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to this Note may be served. The Bank has initially appointed JPMorgan Chase Bank, National Association as the Fiscal and Paying Agent, with the Fiscal and Paying Agent Office currently located at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Corporate Trust Department, Telecopy: (000) 000-0000. The Bank may remove the Fiscal and Paying Agent pursuant to the Payment of principal of, premium, if any, and interest on, this Note due at maturity or upon earlier redemption or repayment, if applicable, will be made in immediately available funds upon presentation and surrender of this Note to the Fiscal and Paying Agent at the Fiscal and Paying Agent Office; provided that this Note is presented to the Fiscal and Paying Agent in time for the Fiscal and Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Note (other than at maturity or upon earlier redemption or repayment) will be made by wire transfer to such account as has been appropriately designated to the Fiscal and Paying Agent by the person entitled to such payments. Reference herein to “this Note,” “hereof,” “herein” and comparable terms shall include an Addendum hereto if an Addendum is specified above. 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.Guarantee
Appears in 1 contract
Samples: Issuing and Paying Agency Agreement (Capital One Financial Corp)
OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at _________________________________ _____________________________________________________________________________. (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the undersigned must give to the Fiscal and Paying Agent at its offices located at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Corporate Trust Department, Telecopy: (000) 000-0000, or at such other place or places of which the Bank shall from time to time notify the holder of this Note, not more than 60 days nor less than 30 days prior notice to the date of repayment, with this “Option to Elect Repayment” form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of $1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an integral multiple of $1,000 in excess thereof) of the Notes to be issued to the holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid): $______________________________ ______________________________ NOTICE: The signature on this Dated: ________________________ “Option to Elect Repayment” form must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. ________________________________ Signature Guarantee Xxxxxxx X-0 [FORM OF FLOATING RATE NOTE] THIS NOTE IS AN OBLIGATION SOLELY OF FIRST TENNESSEE BANK NATIONAL ASSOCIATION (THE “BANK”) AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, FIRST HORIZON NATIONAL CORPORATION. THIS NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER SENIOR UNSECURED INDEBTEDNESS OF THE BANK, EXCEPT DEPOSIT LIABILITIES (AS PROVIDED IN SECTION 11(D)(11) OF THE FEDERAL DEPOSIT INSURANCE ACT) AND OTHER OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES. IN A LIQUIDATION OR OTHER RESOLUTION OF THE BANK, THIS NOTE WOULD BE TREATED DIFFERENTLY FROM, AND HOLDERS OF THIS NOTE COULD RECEIVE, IF ANYTHING, SIGNIFICANTLY LESS THAN HOLDERS OF, DEPOSIT LIABILITIES OF THE BANK. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (THE “DEPOSITARY”) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES. No. FLR-_____ REGISTERED CUSIP NO.: _________ FIRST TENNESSEE BANK NATIONAL ASSOCIATION GLOBAL BANK NOTE (Floating Rate) ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: $ INITIAL INTEREST RATE: % MATURITY DATE: INTEREST RATE BASIS OR BASES: INDEX MATURITY: IF LIBOR: [ ] LIBOR Moneyline Telerate Page: [ ] LIBOR Reuters Page: Designated LIBOR Currency: REGULAR RECORD DATES (if other than the fifteenth calendar day (whether of not a Business Day) prior to each Interest Payment Date): IF CMT RATE: CMT Moneyline Telerate Page: If Moneyline Telerate Page 7052: [ ] Weekly Average [ ] Monthly Average INDEX CURRENCY: SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT DATES: INTEREST PAYMENT PERIOD: INITIAL INTEREST RESET DATE: INTEREST RESET PERIOD: INTEREST RESET DATES: CALCULATION AGENT (if other than JPMorgan Chase Bank, National Association): INITIAL REDEMPTION DATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: HOLDER’S OPTIONAL REPAYMENT DATE(S): INITIAL REDEMPTION PERCENTAGE: INTEREST CALCULATION: [ ] Regular Floating Rate Note [ ] Floating Rate/Fixed Rate Note Fixed Rate Commencement Date: Fixed Interest Rate: [ ] Inverse Floating Rate Note Fixed Interest Rate: DAY COUNT CONVENTION [ ] 30/360 for the period from and including ______ to but excluding _____. [ ] Actual/360 for the period from and including ______ to but excluding ______. [ ] Actual/Actual for the period from and including ______ to but excluding ______. ADDENDUM ATTACHED: [ ] Yes ORIGINAL ISSUE DISCOUNT [ ] Yes [ ] No [ ] No Total Amount of OID: Yield to Maturity: Initial Accrual Period: OTHER PROVISIONS: DEFAULT RATE: % First Tennessee Bank National Association (the “Bank”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ________________________ U.S. Dollars on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from and including the Original Issue Date specified above 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, on the Interest Payment Dates specified above (each, an “Interest Payment Date”) and at maturity or upon earlier redemption or repayment, if applicable, commencing on the first Interest Payment Date next succeeding the Original Issue Date (or, if the Original Issue Date is between a Regular Record Date (as defined below) and the Interest Payment Date immediately following such Regular Record Date, on the second Interest Payment Date following the Original Issue Date), at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified above, the Default Rate shall be the Interest Rate on this Note specified above. 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 any predecessor Note) is registered at the close of business on the Regular Record Date, which shall be the fifteenth calendar day (whether or not a Business Day (as defined below)) prior to such Interest Payment Date (unless otherwise specified on the face hereof) (each, a “Regular Record Date”); provided, however, that interest payable at maturity or upon earlier redemption or repayment, if applicable, will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of business on such Regular Record Date and may either be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Bank, notice of which shall be given to the holders of Notes not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner. Payment of principal of, premium, if any, and interest on, this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Bank will at all times appoint and maintain an fiscal and paying agent (the “Fiscal and Paying Agent,” which term shall include any successor Fiscal and Paying Agent), authorized by the Bank to pay principal of, premium, if any, and interest on, this Note on behalf of the Bank pursuant to a fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement”) and having an office or agency (the “Fiscal and Paying Agent Office”) in The City of New York or the city in which the Fiscal and Paying Agent’s corporate trust office is located (the “Place of Payment”), where this Note may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to this Note may be served. The Bank has initially appointed JPMorgan Chase Bank, National Association as the Fiscal and Paying Agent, with the Fiscal and Paying Agent Office currently located at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Corporate Trust Department, Telecopy: (000) 000-0000. The Bank may remove the Fiscal and Paying Agent pursuant to the Payment of principal of, premium, if any, and interest on, this Note due at maturity or upon earlier redemption or repayment, if applicable, will be made in immediately available funds upon presentation and surrender of this Note to the Fiscal and Paying Agent at the Fiscal and Paying Agent Office; provided that this Note is presented to the Fiscal and Paying Agent in time for the Fiscal and Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Note (other than at maturity or upon earlier redemption or repayment) will be made by wire transfer to such account as has been appropriately designated to the Fiscal and Paying Agent by the person entitled to such payments. Reference herein to “this Note,” “hereof,” “herein” and comparable terms shall include an Addendum hereto if an Addendum is specified above. 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.Guarantee
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