EXHIBIT 4.2
[FORM OF FACE OF NOTE]
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED
TO HEREINAFTER. THIS GLOBAL NOTE MAY NOT BE EXCHANGED, IN WHOLE OR IN
PART, FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN SECTION 2.07
OF THE INDENTURE, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART,
EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF
THE INDENTURE. BENEFICIAL INTERESTS IN THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.07 OF THE INDENTURE.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE IS REGISTERED IN
THE NAME OF CEDE & CO. ("CEDE") OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), 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, HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
Synovus Financial Corp.
4.875% Subordinated Notes Due 2013
No.: $
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Cusip No.:
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Synovus Financial Corp., a corporation duly organized and existing
under the laws of Georgia (the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of
________________ Million Dollars ($________________) on February 15, 2013, and
to pay interest thereon from February 18, 2003, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on February 15 and August 15 in each year, commencing August 15, 2003, at the
rate of 4.875% 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 be paid, as provided in the Indenture, to the
Person in whose name this Global Note (or one or more Predecessor Notes) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the February 1 or August 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for forthwith will cease to be
payable to the holder on such Regular Record Date and either may be paid to the
Person in whose name this Global Note (or one or more Predecessor Notes) 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 holders of Notes of this series not less than ten days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange or automated
quotation system on which the Notes may be listed or traded, and upon such
notice as may be required by such exchange or automated quotation system, all as
more fully provided in the Indenture.
Payment of the principal of, premium, if any, and interest on this
Global Note will be made at the office or agency of the Company maintained for
that purpose in New York, New York or in such other office or agency as may be
established by the Company pursuant to the Indenture, 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. Notwithstanding any provision of the
Indenture or this Global Note to the contrary, at the option of the Company,
payment of interest on this Global Note may be made by check pursuant to the
terms of this Global Note mailed to the address of the Person entitled thereto
as such address shall appear in the Note Register, except that (i) a holder of
$20,000,000 or more in aggregate principal amount of Notes will be entitled to
receive such payments by wire transfer within the United States of immediately
available funds if appropriate wire transfer instructions shall have been
received in writing by the Paying Agent not later than ten days prior to the
applicable Interest Payment Date and (ii) payments in respect of the Global
Notes shall be made by wire transfer of immediately available funds to the
accounts specified by the holders of the Global Notes.
Reference is hereby made to the further provisions of this Global 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.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Global
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
SYNOVUS FINANCIAL CORP.
By:
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[SEAL]
Attest:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., As
Trustee and Authenticating Agent
By:
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Authorized Signatory
[FORM OF REVERSE SIDE OF NOTE]
Synovus Financial Corp.
4.875% Subordinated Notes Due 2013
This Global Note is one of a duly authorized issue of an unlimited
amount of securities of the Company (the "Notes"), issued under an Indenture,
dated as of February 18, 2003 (the "Indenture", which term shall have the
meaning assigned to in it in such instrument), between the Company and The Bank
of New York Trust Company of Florida, N.A., as Trustee (the "Trustee", which
term includes any successor trustee under the Indenture), to which the Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities
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. This
Global Note is one of the series designated on the face hereof, in the initial
aggregate principal amount of $________________.
The indebtedness evidenced by the Note is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full in cash of all Senior Indebtedness, and this Global
Note is issued subject to such provisions. Each holder of this Global Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on its behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee its attorney-in-fact for such purpose.
If a Bankruptcy Event of Default with respect to the Notes shall occur
and be continuing, the principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
holders of a majority in principal amount of the Notes at the time outstanding.
The Indenture also contains provisions permitting the holders of specified
percentages in principal amount of the Notes at the time outstanding, on behalf
of the holders of all Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the holder of this Global Note
shall be conclusive and binding upon such holder and upon all future holders of
this Global Note and of any Note issued upon the registration of transfer hereof
or in exchange therefor in lieu hereof, whether or not notation of such consent
or waiver is made upon this Global Note.
No reference herein to the Indenture and no provision of this Global
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest on this Global Note at the times, place and rate, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, Notes will be issued only in fully registered form and will be
represented by one or more Notes registered in the name of a nominee of The
Depository Trust Company. Beneficial interests in the Notes will be shown on,
and transfers thereof will be effected only through, the records maintained by
The Depository Trust Company's participants. Except for the limited
circumstances described in the Indenture, owners of beneficial interests in the
Notes will not be entitled to receive Notes in definitive form and will not be
considered the holders thereof.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Each holder of a Note covenants and agrees by its acceptance thereof to
comply and be bound by the foregoing provisions.
Prior to the due registration of transfer of this Global Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Global Note is registered as the owner hereof for all
purposes, whether or not this Global Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Global Note is not secured by any collateral, including the assets
of the Company or any of its Subsidiaries.
No recourse for the payment of the principal of, premium, if any, or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor Person, either
directly or through the Company or any successor Person, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the issue
hereof, expressly waived and released.
All terms used in this Global Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THIS GLOBAL NOTE SHALL EACH BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES.
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been
made:
Date of Exchange Amount of decrease Amount of increase in Principal Amount of this Signature of authorized
in Principal Amount of Principal Amount of Global Note following signatory of Trustee or
this Global Note this Global Note such decrease or increase Note Custodian
