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EXHIBIT 4.1
THIS SECURITY IS AN
UNSECURED SENIOR DEBT OBLIGATION OF ZIONS BANCORPORATION. THIS
SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
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 CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO ZIONS
BANCORPORATION, 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.
ZIONS
BANCORPORATION
Floating Rate Senior Notes
due December 10, 2009
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| No. 1 |
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$295,630,000 |
| CUSIP
No. 989701AT4 |
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ZIONS BANCORPORATION, a
corporation duly organized and existing under the laws of the State
of Utah (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., or registered assigns, the principal sum of
Two Hundred Ninety-Five Million Six Hundred Thirty Thousand Dollars
($295,630,000) on December 10, 2009, and to pay interest
thereon from December 11, 2007 or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, quarterly on
March 10, June 10, September 10 and
December 10 in each year (each such date, an “Interest
Payment Date”), commencing March 10, 2008. Interest will
accrue at the Floating Interest Rate (as defined below), until the
principal hereof is paid or made available for payment. Any premium
and any such installment of interest that is overdue at any time
shall also bear interest (to the extent that the payment of such
interest shall be legally enforceable), at the rate per annum at
which the principal then bears interest, from the date any such
overdue amount first becomes due until it is paid or made available
for payment. Notwithstanding the foregoing, interest on any
principal, premium or installment of interest that is overdue shall
be payable on demand. 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
March 1, June 1, September 1 or
December 1 (whether or not a Business Day), as the case may
be, immediately preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for 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.
The Floating Interest Rate
shall be, for each Interest Period (as defined below), a per annum
rate in effect for each day of such Interest Period equal to LIBOR
(as defined below) plus 150 basis points, as determined by the
Calculation Agent (as defined below). The Floating Interest Rate
for each Interest Period will be set quarterly on the first day of
each Interest Period commencing December 11, 2007 (each such
date, an “Interest Reset Date”). The amount of interest
for each day that this Security is outstanding (the “Daily
Interest Amount”) shall be calculated by dividing the
interest rate in effect for that day by 360 and multiplying the
result by the outstanding principal amount of this Security. The
amount of interest to be paid on this Security for each Interest
Period shall be calculated by adding the Daily Interest Amount for
each day in such Interest Period.
In the event that an Interest
Payment Date is not a Business Day, interest will be paid on the
next day that is a Business Day, with the same force and effect as
if made on the Interest Payment Date, and without any interest or
other payment with respect to the delay. If the date of Stated
Maturity for the principal falls on a day that is not a Business
Day, the payment of the principal amount of this Security will be
made on the next succeeding Business Day and no interest will
accrue for the period from and after such date of Stated Maturity.
If any Interest Reset Date for the Security falls on a day that is
not a Business Day, the Interest Reset Date will be postponed to
the next day that is a Business Day; if that
Business Day is in the next succeeding
calendar month, the Interest Reset Date will be the immediately
preceding Business Day. “Business Day,” with respect to
this Security, is a Monday, Tuesday, Wednesday, Thursday or Friday
that is not a day on which banking institutions in Salt Lake City,
Utah or New York City, New York generally are authorized or
required by law or executive order to close, that is also a London
Business Day (as defined below).
“Calculation
Agent” means any Person authorized by the Company to
calculate the relevant rate of interest to be paid on this Security
on behalf of the Company. The calculation agent is initially Zions
Direct, Inc. until such time as the Company appoints a successor
calculation agent.
“London Business
Day” is any day in which dealings in United States dollars
are transacted or, with respect to any future date, are expected to
be transacted in the London interbank market.
“LIBOR,” with
respect to any Interest Period, shall be the rate (expressed as a
percentage per annum) for deposits in United States dollars for a
three-month period beginning on the relevant Interest Reset Date
that appears on Reuters Page LIBOR01 (as defined below) as of
11:00 a.m., London time, on the Determination Date. If Reuters
Page LIBOR01 does not include this rate or is unavailable on the
Determination Date, the Calculation Agent will request the
principal London office of each of four major banks in the London
interbank market, as selected by the Calculation Agent, to provide
that bank’s offered quotation (expressed as a percentage per
annum) as of approximately 11:00 a.m., London time, on the
Determination Date to prime banks in the London interbank market
for deposits in a Representative Amount (as defined below) in
United States dollars for a three-month period beginning on the
first day of the applicable Interest Period. If at least two
offered quotations are so provided, LIBOR for the Interest Period
will be the arithmetic mean of those quotations. If fewer than two
quotations are so provided, the Calculation Agent will request each
of three major banks in New York City, as selected by the
Calculation Agent, to provide that bank’s rate (expressed as
a percentage per annum), as of approximately 11:00 a.m., New
York City time, on the Determination Date for loans in a
Representative Amount in United States dollars to leading European
banks for a three-month period beginning on the first day of the
applicable Interest Period. If at least two rates are so provided,
LIBOR for the Interest Period will be the arithmetic mean of those
rates. If fewer than two rates are so provided, then LIBOR for the
Interest Period will be LIBOR in effect with respect to the
immediately preceding Interest Period.
“Determination
Date” with respect to an Interest Period shall be the second
London Business Day preceding the Interest Reset Date. For the
first interest period, the determinatio
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