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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
ma
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