Exhibit 4.2
THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND
IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
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 LIMITED PURPOSE TRUST COMPANY ("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.
BY ITS ACQUISITION HEREOF, THE HOLDER OF THIS NOTE REPRESENTS THAT IT IS NOT,
AND IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF, OR FOR OR ON BEHALF OF, AND
WILL NOT SELL OR OTHERWISE TRANSFER THE NOTES TO, ANY EMPLOYEE BENEFIT PLAN
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITIES ACT OF 1974, AS AMENDED
("ERISA"), ANY OTHER PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ANY ENTITY WHOSE UNDERLYING
ASSETS INCLUDE ASSETS OF ANY SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101
OR OTHERWISE, OR ANY GOVERNMENTAL OR CHURCH PLAN SUBJECT TO ANY FEDERAL, STATE
OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE ("SIMILAR
LAW") EXCEPT TO THE EXTENT THAT THE ACQUISITION AND HOLDING OF THE NOTES:
(A) (I) ARE MADE SOLELY WITH THE ASSETS OF A BANK COLLECTIVE INVESTMENT
FUND AND (II) SATISFY THE REQUIREMENTS AND CONDITIONS OF PROHIBITED
TRANSACTION CLASS EXEMPTION 91-38 ISSUED BY THE DEPARTMENT OF LABOR;
(B) (I) ARE MADE SOLELY WITH THE ASSETS OF AN INSURANCE COMPANY POOLED
SEPARATE ACCOUNT AND (II) SATISFY THE REQUIREMENTS AND CONDITIONS OF
PROHIBITED TRANSACTION CLASS EXEMPTION 90-1 ISSUED BY THE DEPARTMENT
OF LABOR;
(C) (I) ARE MADE SOLELY WITH ASSETS MANAGED BY A QUALIFIED PROFESSIONAL
ASSET MANAGER AND (II) SATISFY THE REQUIREMENTS AND CONDITIONS OF
PROHIBITED TRANSACTION CLASS EXEMPTION 84-14 ISSUED BY THE
DEPARTMENT OF LABOR;
(D) (I)ARE MADE SOLELY WITH ASSETS OF AN INSURANCE COMPANY GENERAL
ACCOUNT AND (II) SATISFY THE REQUIREMENTS AND CONDITIONS OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ISSUED BY THE
DEPARTMENT OF LABOR;
(E) (I) ARE MADE SOLELY WITH ASSETS MANAGED BY AN IN-HOUSE ASSET MANAGER
AND (II) SATISFY THE REQUIREMENTS AND CONDITIONS OF PROHIBITED
TRANSACTION CLASS EXEMPTION 96-23 ISSUED BY THE DEPARTMENT OF LABOR;
OR
(F) WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA
OR THE CODE OR, IN THE CASE OF A GOVERNMENTAL PLAN OR CHURCH PLAN
SUBJECT TO SIMILAR LAW, WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF
SIMILAR LAW.
Global Note
Synovus Financial Corp.
5.125% Subordinated Notes Due 2017
No.: 01 $450,000,000
Cusip No.:
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 Four
Hundred Fifty Million Dollars ($450,000,000) (or such lesser amount as shall be
the outstanding principal amount of this Note listed on Schedule A hereto) on
June 15, 2017 (the "Maturity Date"), and to pay interest thereon from and
including June 20, 2005, or from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on June
15 and December 15 in each year, commencing December 15, 2005, at the rate of
5.125% 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 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 June 1 or December 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date; provided,
that interest payable at maturity shall be payable to the person to whom
principal is payable. 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.
Interest on the Global Note will accrue from and including June 20,
2005 or from and including the last day in respect of which interest has been
paid, as the case may be, to, but excluding, the Interest Payment Date, or the
Maturity Date, as the case may be. Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months.
If any Interest Payment Date or the Maturity Date, as the case may
be, falls on a day that is not a Business Day, the related payment of interest
or principal will be made on the next day that is a Business Day (with the same
force and effect as if made on the date such payment was due) and no interest
will accrue on the amount payable for the period from and after such Interest
Payment Date or Maturity Date, as the case may be.
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 Note
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: ______________________________________
[SEAL]
Attest:
_________________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee and
Authenticating Agent
By: ______________________________________
Authorized Signatory
[REVERSE SIDE OF NOTE]
5.125% Subordinated Notes Due 2017
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 June 20, 2005 (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, 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 $450,000,000. The Company may from time to time,
without notice to or the consent of holders of the Notes, create and issue
further Notes ranking pari passu with the Notes in all respects (or in all
respects except for the payment of interest accruing prior to the issue date of
such further Notes or except for the first payment of interest following the
issue date of such further Notes) and so that such further Notes may be
consolidated and form a single series with the Notes and have the same terms as
the Notes.
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 A
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 in Amount of increase in Principal Amount of this Signature of authorized
Principal Amount of Principal Amount of Global Note following such signatory of Trustee or Note
this Global Note this Global Note decrease or increase Custodian