Exhibit 4.2
THE NOTES (HEREINAFTER REFERRED TO) ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY INSURED DEPOSITARY INSTITUTION OR OTHER SUBSIDIARY OF THE
COMPANY (HEREINAFTER REFERRED TO) AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY (THE "DEPOSITORY"), TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP 635405 AP 8 No. 1
NATIONAL CITY CORPORATION
3.125% SENIOR NOTE DUE APRIL 30, 2009
National City Corporation, a Delaware corporation (herein called the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on April 30, 2009 (the "Maturity Date") at the office or agency
of the Company referred to below, and to pay interest thereon from March 17,
2004, or from the most recent date to which interest has been paid or duly
provided for, semi-annually on April 30 and October 30 (each, an "Interest
Payment Date") in each year, commencing on October 30, 2004, at the rate of
3.125% per annum, until the principal hereof is paid or made available for
payment. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date, will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the April 15 or October 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date; provided
that, interest at maturity shall be payable to the Person to whom principal is
payable. Any such interest not so punctually paid shall forthwith cease to be
payable to the registered Holder on such Regular Record Date, and may be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to the Holder of this Note not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner,
all as more fully provided in such Indenture. Payment of the principal of (and
premium, if any) and interest on this Note will be made at the Corporate Trust
Office of the Trustee referred to on the reverse hereof, or at such office or
agency of the Company maintained for that purpose, 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; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
This Note is one of the series of notes designated as "3.125% Senior
Notes due April 30, 2009" (the "Notes"). Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof. Such further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under said Indenture, or be valid or
obligatory for any purpose.
This Security shall be governed by and construed in accordance with
the laws of the State of New York.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under the corporate seal.
NATIONAL CITY CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxx
Senior Vice President and Treasurer
Attest:
By: /s/ Xxxxxxx X. Xxxxxx [SEAL]
----------------------------------------
Xxxxxxx X. Xxxxxx
Vice President, Assistant General Counsel
and Assistant Secretary
Dated: March 17, 2004
Trustee's Certificate of Authentication: This is
one of the Securities of the series designated therein,
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
Authorized Signatory
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NATIONAL CITY CORPORATION
3.125% SENIOR NOTE DUE APRIL 30, 2009
This Note is one of a duly authorized issue of Securities of the
Company, issued and to be issued in one or more series under the senior
indenture (herein called the "Indenture"), dated as of March 17, 2004 between
the Company and The Bank of New York, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Company, the Trustee and
the Holders of the Notes, and of the terms upon which the Notes are, and are to
be, authenticated and delivered.
Additional notes on terms and conditions identical to those of the
Notes (except for any differences in the issue price and interest accrued prior
to the date of the issuance of the additional notes) may be issued by the
Company without the consent of the Holders of the Notes. The amount evidenced by
such additional notes shall increase the aggregate principal amount of, and
shall be consolidated and form a single series with, the Notes.
Interest on this Note payable on an Interest Payment Date will
accrue from and including the immediately preceding Interest Payment Date to
which interest has been paid or duly provided for, or from and including March
17, 2004 if no interest has been paid or duly provided for, to but excluding the
applicable Interest Payment Date or Maturity Date, as the case may be. Interest
on this Note will be computed on the basis of a 360-day year of twelve 30-day
months. If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, then the payment required to be made on such date will,
instead, be made on the next succeeding Business Day with the same force and
effect as if it were made on the date such payment was due, and no interest
shall accrue on the amount so payable from and after such Interest Payment Date
or Maturity Date, as the case may be.
Subject to certain limitations in the Indenture, if an Event of
Default occurs and is continuing, then the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Notes may declare the principal
of all the Notes to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by the Holders).
Subject to certain exceptions requiring the consent of each Holder
affected, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Notes affected, and compliance by the Company with certain
provisions of the Indenture and any past default under the Indenture (except a
default in the payment of the principal of or interest on the Notes or in
respect of a covenant or provision which under the terms of the Indenture cannot
be modified or amended without the consent of each Holder affected) may be
waived with the consent of the Holders of at least a majority in principal
amount of the Outstanding Notes. Without notice to or the consent of any Holder,
the parties to the Indenture may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency and provide
for assumption of the Company's obligations to Holder by another Person.
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The Notes are not subject to redemption by the Company prior to
maturity or to repayment at the option of the Holder before that date, and are
not entitled to any sinking fund.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register, upon surrender of this Note for registration of transfer at the
Corporate Trust Office of the Trustee, or at such office or agency of the
Company maintained for that purpose, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of this series of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to and at the time of due presentment of this Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
Beneficial interests in the Notes will be shown only on, and
transfers thereof will be effected only through, records maintained by the
Depository and its participants. Owners of beneficial interests in the Notes
will not be entitled to receive Notes in definitive form and will not be
considered Holders of Notes unless the Depository notifies the Company in
writing that it is no longer willing or able to act as a depository or if the
Depository ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and, in either case, the Company does not
appoint a successor depository within 90 days, or if the Company determines not
to have the Notes represented by global Securities or an Event of Default has
occurred and is continuing with respect to the Securities. In such
circumstances, upon surrender by the Depository or a successor depository of the
global Securities, Notes in definitive form will be issued to each beneficial
owner of the related Notes in fully registered form without coupons, in minimum
denominations of $1,000 and integral multiples thereof. Such definitive Notes
shall be registered in such name or names as the Depository shall instruct the
Trustee. If definitive Notes are so delivered, the Company may make such changes
to the form of the Note as are necessary or appropriate to allow for the
issuance of such definitive Notes.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939,
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as amended. The Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture, all indentures supplemental thereto and said Act for
a statement of such terms.
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