Attached files
file | filename |
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8-K - FORM 8-K - ASSOCIATED BANC-CORP | c63739e8vk.htm |
EX-5.1 - EX-5.1 - ASSOCIATED BANC-CORP | c63739exv5w1.htm |
EX-4.1 - EX-4.1 - ASSOCIATED BANC-CORP | c63739exv4w1.htm |
EX-99.1 - EX-99.1 - ASSOCIATED BANC-CORP | c63739exv99w1.htm |
Exhibit 4.2
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS 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 A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THE GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.
THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR
NONBANK SUBSIDIARY OF ASSOCIATED BANC-CORP AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
ASSOCIATED BANC-CORP
5.125% Senior Note Due 2016
No. 001 CUSIP | No. 045488 AC7 |
ASSOCIATED BANC-CORP, a Wisconsin corporation (herein called the Company, which term
includes any successor corporation under the Indenture hereinafter referred to), for value
received, herby promises to pay to
CEDE & CO.
or registered assigns, the principal sum of THREE HUNDRED MILLION DOLLARS ($300,000,000) on March
28, 2016 (the Stated Maturity), and to pay interest on said principal sum semiannually in arrears
on March 28 and September 28 in each year (individually referred to as an Interest Payment Date
and collectively as the Interest Payment Dates), commencing September 28, 2011, at the rate of
5.125% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, from
March 28, 2011, or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, 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 provide
in such Indenture, be
paid to the Person in whose name the 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
15th calendar day (whether or not a Business Day) next preceding such Interest Payment
Date, provided that interest payable on the Stated Maturity shall be payable to the Person
to whom the principal hereof is payable. In the event any Interest Payment Date or the Stated
Maturity is not a Business Day, principal and interest will be paid on the next succeeding Business
Day with the same force and effect as if made on such date and no interest on such payment will
accrue from the after such date, Any such interest not so punctually paid or duly provided for
shall 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 (as defined below), notice of which shall be given to the
Holder of this Security 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 may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in such indenture. Payment of the principal of and interest on this
Security due on the Stated Maturity will be made in immediately available funds upon presentation
of this Security, provided that it is presented to the Paying Agent in time for the Paying
Agent to make such payment in such funds in accordance with its normal procedures. For the
purposes of this Security, Business Day means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the Place of Payment are authorized or
obligated by law or executive order to close. Payment of the principal of (and premium, if any)
and interest on this Security will be made at the office or agency of the Company maintained for
that purpose in The City of New York, New York, which shall initially be the office or agency of
the Trustee, and if this Security is no longer held in global form, 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, at the option of the Company, payment of
interest (other than interest payable on the Stated Maturity) may be paid by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register at the
close of business on the Regular Record Date.
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.
IN WITNESS WHEREOF, the Company has caused this Security to be duly executed.
ASSOCIATED BANC-CORP |
||||
By: | /s/ Christopher Del Moral-Niles | |||
Name: | Christopher Del Moral-Niles | |||
Title: | Executive Vice President and Treasurer | |||
ATTEST: |
||||
By: | /s/ Joseph B. Selner | |||
Name: | Joseph B. Selner | |||
Title: | Executive Vice President and Chief Financial Officer | |||
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 |
||||
By: | /s/ Lawrence M. Kusch | |||
Authorized Officer | ||||
Date: March 28, 2011
[REVERSE OF SECURITY]
This Security is one of a duly authorized issue of notes of the series designated above of the
Company (herein called the Securities), issued and to be issued in one or more series under an
indenture dated as of March 14, 2011 for senior debt securities, between ASSOCIATED BANC-CORP and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the Trustee), as supplemented by the
Board Resolution (as so supplemented, the Indenture), and 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 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 equal to $300,000,000 as of the date of this Security. In addition, the
Company may from time to time without the consent of the Holders of Securities create and issue
further securities having the same terms and conditions as the Securities in all respects (or in
all respects except for the issue date and issue price) and so that such further issue shall be
consolidated and form a single series with the outstanding securities of this issue (including the
Securities) or upon such terms as the Company may determine at the time of their issue. References
herein to the Securities include (unless the contest requires otherwise) any other securities
issued as described in this paragraph and forming a single series with the Securities.
Where the Indenture or this Security provides for notice to the Holder of this Security of any
event, such notice shall be sufficiently given if in writing and mailed, first class, postage
prepaid, to the Holder of this Security at his, her or its address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice to the Holder of this
Security by mail, then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. In any case where notice to the
Holder of this Security is given by mail, neither the failure to mail such notice, nor any defect
in any notice so mailed, to the Holder of this Security shall affect the sufficiency of such notice
with respect to other Holders of the Securities.
On or after February 28, 2016, the Securities are subject to redemption in whole or in part,
upon not less than 10 days nor more than 60 days prior notice, at the election of the Company, at
a redemption price (Redemption Price) equal to 100% of the principal amount of the Securities to
be redeemed, plus accrued interest at the Redemption Date.
Notice of redemption may be delivered electronically or mailed by first-class mail to each
Holder of Securities to be redeemed at his, her to its registered address and will be deemed to
have been given on the first Business Day after electronic delivery or the second Business Day
after the date of mailing. The Securities may be redeemed in part but only in whole multiples of
$10,000,000. Delivery of a notice shall in no way preclude the ability of any Holder to sell or
transfer the Securities prior to the Redemption Date specified in such notice. If
notice of redemption has been given as provided for by the Indenture, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified and from and after such date (unless the Company shall default in the payment of the
Redemption Price) such Securities shall cease to bear interest.
This Security is not mandatorily redeemable, in whole or in part, prior to the Stated
Maturity. This Security is not subject to any sinking fund.
This Security shall have the benefit of the covenants and agreements set forth in the
Indenture.
If an Event of Default with respect to the Securities shall occur and be continuing, the
principal of all the securities 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 modifications of the rights and obligations of the Company and the rights of the Company and
the rights of the Holders of the Securities of each series under the indenture to be affected at
any time by the Company with the consent of the Holders of a majority in principal amount of the
Outstanding Securities, and with respect to certain limited matters, the Company and the Trustee
may enter into one or more indentures supplemental to the indenture without the consent of any
Holder. The Indenture also contains provisions permitting the holders of a majority in principal
amount of the Outstanding Securities of each series, on behalf of the Holders of all Securities of
such series, to waive 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, judicial or otherwise, with respect to the
Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder,
unless such Holder has previously given written notice to the Trustee of a continuing Event of
Default with respect to the Securities, the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder, such Holder or Holders have
offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request, the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity has failed to institute such proceeding, and
no direction inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the Outstanding Securities. The
foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal of, premium, if any, and interest on this Security 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 premium, if any, and interest on this Security at the times, places and rate,
and in the coin or currency herein and in the Indenture 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 of the Company, upon surrender of
this Security for registration of transfer at the office or agency of the Company in any Place of
Payment, 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 authorized denominations and for
the same aggregate principal amount will be issued to the designated transferee or transferees.
The Securities are issuable only in fully registered form without coupons, in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Securities are exchangeable for a like
aggregate principal amount of Securities of a different authorized denomination, as requested by
the holder surrendering the same.
The Securities are issuable in the form of one or more Global Securities and shall be
exchangeable for definitive Securities only in the circumstances specified in the Indenture. The
Depositary for the Securities shall be The Depository Trust Company.
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 none of the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
This Security shall be construed in accordance with and governed by the laws of the State of
New York.
All terms not defined herein shall have the respective meanings ascribed to them in the
Indenture.
Unless the certificate of authentication hereon has been manually executed by or on behalf of
the Trustee under such Indenture, this Security shall not be entitled to any benefits under such
Indenture or be valid or obligatory for any purpose.
[FORM OF ASSIGNMENT]
For value received
hereby sell(s), assign(s) and transfer(s) unto
(please insert address and social security or other identifying number of
assignee) the within Security, and hereby irrevocably constitute sand appoints
attorney to transfer the said Security on the books of the Company, with
full power of substitution in the premises.
Dated:
Signature(s)
Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings
and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.
Signature Guarantee
SCHEDULE OF INCREASES OR DECREASES
The initial principal amount of this Global Security is U.S. $300,000,000. The following
increases or decreases in this Global Security have been made:
Amount of | Amount of | Principal Amount | ||||||
increase in | decrease in | of this Global | Signature of | |||||
Principal Amount | Principal Amount | Note following | authorized | |||||
of this Global | of this Global | such increase or | signatory of | |||||
Date of Exchange | Security | Security | decrease | Trustee | ||||