Exhibit 4.1
[FORM OF
NOTE]
TOWER BANCORP,
INC.
9.00% SUBORDINATED
NOTE DUE JULY 1, 2014
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Note No.
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$
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June 12, 2009
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Initial Principal Amount
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THIS NOTE IS NOT A SAVINGS ACCOUNT OR DEPOSIT OF ANY BANK OR
OTHER INSURED DEPOSITARY INSTITUTION, AND IT IS NOT INSURED BY THE
UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING
THE FEDERAL DEPOSIT INSURANCE CORPORATION.
THIS NOTE IS INELIGIBLE AS COLLATERAL FOR ANY LOAN OR OTHER
EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES. THIS
NOTE IS UNSECURED.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS
OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THE HOLDER OF THIS NOTE BY ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER THIS NOTE ONLY (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
IT.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
COMPANY SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE
REASONABLY REQUIRED TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.
THE HOLDER OF THIS NOTE AGREES THAT THE HOLDER WILL COMPLY WITH
THE FOREGOING RESTRICTIONS.
FOR VALUE RECEIVED, Tower Bancorp, Inc., a Pennsylvania
corporation (the "Company," which term includes any successor to
the Company), for value received promises to pay to
________________ or registered assigns, the initial principal sum
of _____________ and no cents ($____________), or such lesser
amount as shall result from the partial redemption or prepayment of
this Note, on July 1, 2014 (the "Maturity Date"), and to pay
interest on said outstanding principal sum from June 12, 2009, or
from the most recent Interest Payment Date (as defined below) to
which interest has been paid or duly provided for, quarterly in
arrears on the 15 th day of each calendar quarter
(i.e., January 15, April 15, July 15 and October 15), or if such
day is not a Business Day (as hereinafter defined), then the next
succeeding Business Day (each such date, an "Interest Payment
Date") (it being understood that interest accrues for any such
non-Business Day), commencing on the Interest Payment Date in
July 2009, at a fixed annual rate equal to 9.00% (the
"Interest Rate") applied to the principal amount hereof, until the
principal hereof is paid or duly provided for or made available for
payment, and on any overdue principal and (without duplication and
to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the
Interest Rate, compounded quarterly, from the dates such amounts
are due until they are paid or made available for payment.
The amount of interest payable for any period will be computed on
the basis of the actual number of days in the Interest Payment
Period concerned divided by 360. The interest installment so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will be paid to the person in whose name this Note is
registered at the close of business on the regular record date for
such interest installment (the "Holder"), which shall be fifteen
days prior to the day on which the relevant Interest Payment Date
occurs. Any such interest installment not so punctually paid
or duly provided for shall forthwith cease to be payable to the
Holder on such regular record date and may be paid to the person in
whose name this Note is registered at the close of business on a
special record date. "Business Day" means any day other than a
Saturday, Sunday or any other day on which banking institutions in
Harrisburg, Pennsylvania are permitted or required by any
applicable law or executive order to close.
The principal of and interest on this Note shall be payable in
any coin or currency of the United States of America that at the
time of payment is legal tender for payment of public and private
debts, by check mailed to the registered holder at such address as
shall appear in the Note register maintained by the Company, or, in
the discretion of the Company, by wire transfer to an account
appropriately designated by the registered holder hereof.
The indebtedness evidenced by this Note is subordinate and
junior in right of payment to the prior payment in full of all
claims of (i) all general creditors of the Company, (ii)
all holders of all secured indebtedness of the Company, and
(iii) all holders of other claims which do not by their terms
expressly state that they are pari passu or junior in right
of payment to this Note, whether now existing or hereafter
incurred, except that this Note shall rank senior in right of
payment to any trust preferred securities and related subordinated
debt and guarantees issued or incurred at any time by the Company
or any subsidiary trust, and this Note is issued subject to the
foregoing. Each holder of this Note, by accepting the same,
(a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Company on his or her behalf to
take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination so provided and (c) appoints
the Company his or her attorney-in-fact for any and all such
purposes. Each holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the subordination
provisions contained herein by each holder of claims or
indebtedness to which this Note is subordinate, whether now
outstanding or hereafter incurred, and waives reliance by each such
holder upon said provisions. Payment of interest and
principal on the Notes is senior to the paymen
