Exhibit 4.1
FIRST HORIZON NATIONAL CORPORATION
Officers’ Certificate
October 30, 2015
Reference is made to the Indenture, dated as of December 20, 2010 (the “Indenture”), between First Horizon National Corporation, a Tennessee corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Indenture.
William C. Losch III, Executive Vice President and Chief Financial Officer and Dane P. Smith, Treasurer of the Company, as Authorized Officers pursuant to the resolutions adopted by the Board of Directors of the Company on January 23, 2013 attached hereto asAnnex A, the resolutions adopted by the Board of Directors of the Company on October 21, 2014 attached hereto asAnnex B, the resolutions adopted by the Board of Directors of the Company on October 19, 2015 attached hereto asAnnex C-1 andAnnex C-2 and the resolutions duly adopted by the Pricing Committee dated October 26, 2015 attached hereto asAnnex D (such Board of Directors and Pricing Committee resolutions and instruments being referred to herein collectively as the “Resolutions”), hereby establish a series of securities under the Indenture with the following terms:
| 1. | The securities of the series shall be known and designated as the Company’s “3.500% Senior Notes due 2020” (the “Notes”). |
| 2. | The aggregate principal amount of Notes which may be initially authenticated and delivered under the Indenture is $500,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or exchange for, or in lieu of, other Notes of or within the series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture); provided that the Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue further Securities of this series (the “Additional Securities”) having the same terms and ranking equally and ratably with the Notes in all respects and with the same CUSIP number as the Notes, or in all respects except for the payment of interest accruing prior to the issue date of such Additional Securities and/or except for the first payment of interest following the issue date of such Additional Securities. Any Additional Securities will be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption and otherwise as the Notes. |
| 3. | Interest will be payable to the Person in whose name a Note (or any Predecessor Securities) is registered at the close of business on the Regular Record Date. |
| 4. | The Stated Maturity of the principal amount of the Notes shall be December 15, 2020. |
| 5. | The Notes will bear interest at the rate of 3.500% per annum; interest on the Notes will accrue from October 30, 2015; the Interest Payment Dates on which such interest shall be payable are June 15 and December 15 of each year, commencing |
on June 15, 2016; and the Regular Record Date for the interest payable on any Interest Payment Date is the close of business on the June 1 or December 1 immediately preceding the relevant Interest Payment Date. Interest payable at Stated Maturity will be paid to the Person to whom principal is payable on such date.
| 6. | Subject to Section 11 below, the principal of and interest on the Notes will be payable at the office or agency of the Company maintained for that purpose pursuant to the Indenture, which shall be initially the corporate trust office of the Trustee; provided, however, that at the option of the Company, such payment of interest may be made by check mailed to the person entitled thereto as provided in the Indenture. |
| 7. | The Notes are subject to redemption, at the option of the Company, in whole or, in the case of Notes with a principal amount in excess of $250,000, in part, as provided in the form of Global Note attached asAnnex E. |
| 8. | The Company shall not be obligated to redeem or purchase any Note pursuant to any sinking fund or analogous provision, or at the option of any Holder thereof. |
| 9. | The Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. |
| 10. | The Notes shall be subject to defeasance and covenant defeasance pursuant to Sections 1302 and 1303 of the Indenture, and those Sections shall be applicable in their entirety to the Notes. |
| 11. | The Notes will be issued in the form of one or more fully registered Global Notes, in substantially the form ofAnnex E hereto, which will be deposited with, or on behalf of, The Depository Trust Company (“DTC”), as depositary, and registered in the name of Cede & Co., DTC’s nominee. |
| 12. | The Notes will have the other terms and conditions set forth in the form of Global Notes. |
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IN WITNESS WHEREOF, I have hereunto signed my name, as of the date first above written.
| FIRST HORIZON NATIONAL CORPORATION | |||
| By: | /s/ William C. Losch III | ||
| Name: | William C. Losch III | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
| By: | /s/ Dane P. Smith | ||
| Name: | Dane P. Smith | ||
| Title: | Senior Vice President and Corporate Treasurer | ||
[Signature Page to Officers’ Certificate under Section 301 of the Indenture]
[Specimen]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. 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 & CO. HAS AN INTEREST HEREIN.
THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
ANY PURCHASER OR HOLDER OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING OF THE NOTES OFFERED HEREBY THAT IT EITHER (1) IS NOT A PLAN (AS DEFINED BELOW) AND IS NOT PURCHASING THE NOTES ON BEHALF OF OR WITH THE ASSETS OF ANY PLAN OR (2) THE PURCHASE AND HOLDING OF THE NOTES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA (AS DEFINED BELOW) OR SECTION 4975 OF THE CODE (AS DEFINED BELOW) OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS (AS DEFINED BELOW). A “PLAN” IS ANY PENSION, PROFIT-SHARING OR OTHER EMPLOYEE BENEFIT PLAN SUBJECT TO THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF THE CODE OR ERISA (COLLECTIVELY, “SIMILAR LAWS”), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT.
FIRST HORIZON NATIONAL CORPORATION
3.500% SENIOR NOTES DUE 2020
No.
| CUSIP No. | $ |
First Horizon National Corporation, a corporation duly organized and existing under the laws of Tennessee (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee of The Depository Trust Company, or registered assigns, the principal sum of (U.S. $ ) on December 15, 2020 (such date is hereinafter referred to as the “Stated
Maturity”), and to pay interest thereon from October 30, 2015, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on June 15 and December 15 in each year (each, an “Interest Payment Date”), commencing June 15, 2016, at the rate of 3.500% per annum (the “Interest Rate”), 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 Security (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 June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for, on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (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 Holders of Securities of this series not less than 10 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 on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose, which shall be initially the corporate trust office of the Trustee, 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, against surrender of this Security in the case of any payment due at the Stated Maturity of the principal hereof;provided,however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; andprovided,further, that if this Security is a Global Security, payment may be made pursuant to the Applicable Procedures of the Depositary as permitted in the Indenture.
Reference is hereby made to the further provisions of this Security 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 Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this security to be duly executed.
Dated: October 30, 2015
| FIRST HORIZON NATIONAL CORPORATION | |||
| By: | |||
| Name: | |||
| Title: | |||
| Attest: | ||
| By: | ||
| Name: | ||
| Title: | ||
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 MELLON TRUST | |||
| COMPANY, N.A, as Trustee | |||
| Date: October 30, 2015 | By: | ||
| Authorized Officer | |||
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This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of December 20, 2010 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof initially limited in aggregate principal amount to $500,000,000,providedthat the Company may, without the consent of any Holder, at any time and from time to time increase the initial principal amount as provided in the Indenture.
The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail at any time on or after November 15, 2020, as a whole or, in case of Securities with a principal amount in excess of $250,000, in part, at the election of the Company, at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest to but excluding the Redemption Date, but interest installments that are due on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series 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 Securities of each series 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 Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have
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made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security 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, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, 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 his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor 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.
Prior to due presentment of this Security 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 Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
Interest on the principal balance of this Security shall be calculated on the basis of a 360 day year consisting of twelve 30-day months.
THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
All terms used in this Security which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.
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