s4aex42note







Exhibit 4.2       THIS SECURITY AND THE OBLIGATIONS OF THE COMPANY (AS DEFINED HEREIN)   AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY   AND ARE NOT INSURED OR GUARANTEED BY ANY FEDERAL AGENCY OR   INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT   INSURANCE CORPORATION AND (2) ARE SUBORDINATE IN THE RIGHT OF   PAYMENT TO ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE   IDENTIFIED HEREIN).   No.   CUSIP 32115D AB2         FIRST NBC BANK HOLDING COMPANY    5.75% SUBORDINATED NOTE DUE 2025   1. Indenture; Holders.  This note is one of a duly authorized issue of notes of First   NBC Bank Holding Company, a Louisiana corporation (the “Company”), designated as the   “5.75% Subordinated Notes due 2025” (the “Subordinated Notes”) in an aggregate principal   amount of $60,000,000 and initially issued on February 18, 2015.  The Company has issued this   Subordinated Note under that certain Indenture dated as of February 18, 2015, as the same may be   amended or supplemented from time to time (“Indenture”), between the Company and U.S. Bank   National Association, as Trustee.  All capitalized terms not otherwise defined herein this   Subordinated Note will have the meanings assigned to them in the Indenture.  The terms of this   Subordinated Note include those stated in the Indenture and those made part of the Indenture by   reference to the Trust Indenture Act.  This Subordinated Note is subject to all such terms, and the   Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement   of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with   the express provisions of the Indenture, the provisions of the Indenture will govern and be   controlling.   2. Payment.  The Company, for value received, promises to pay to                         , or   registered assigns (the “Holder”), the principal sum of                          Dollars (U.S.) ($        ), plus   accrued but unpaid interest on February 18, 2025 (“Stated Maturity”) and to pay interest thereon   at the rate of 5.75% per annum from August 18, 2015, or from the most recent Interest Payment   Date to which interest has been paid or duly provided for, semiannually in arrears on February 18   and August 18 of each year (each, an “Interest Payment Date”), commencing February 18, 2016,   until the principal hereof is paid or made available for payment, with such interest calculated on   the basis of a 360-day year consisting of twelve 30-day months and the number of days elapsed in   any partial month.   Any payment of principal of or interest on this Subordinated Note that would otherwise   become due and payable on a day which is not a Business Day will become due and payable on   the next succeeding Business Day, with the same force and effect as if made on the date for   payment of such principal or interest, and no interest will accrue in respect of such payment for   the period after such day.    The Company will pay interest on this Subordinated Note to the Person who is the   registered Holder at the close of business on the first calendar day of the month in which the   Interest Payment Date occurs, except as provided in Section 210 of the Indenture with respect to     





 







Defaulted Interest. This Subordinated Note will be payable as to principal and interest at the office   or agency of the Paying Agent, or, at the option of the Company, payment of interest may be made   by check mailed to the Holder at its address set forth in the Subordinated Note Register or by wire   transfer to an account appropriately designated by the Person entitled to payment; provided, that   the Paying Agent will have received written notice of such account designation at least five   Business Days prior to the date of such payment (subject to surrender of this Subordinated Note   in the case of a payment of interest at Maturity).   3. Paying Agent and Registrar.  U.S. Bank National Association, the Trustee   (“Trustee”) under the Indenture, will act as the initial Paying Agent and Registrar through its   offices presently located at 5555 San Felipe, Suite 1150, Houston, Texas 77056.  The Company   may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of   its Subsidiaries may act in any such capacity.   4. Subordination.  The indebtedness of the Company evidenced by this Subordinated   Note, including the principal thereof and interest thereon, is, to the extent and in the manner set   forth in the Indenture, subordinate and junior in right of payment to obligations of the Company   constituting the Senior Indebtedness (as defined in the Indenture) on the terms and subject to the   terms and conditions as provided and set forth in Article XII of the Indenture and will rank pari   passu in right of payment with all other Subordinated Notes.  Holder, by the acceptance of this   Subordinated Note, agrees to and will be bound by such provisions of the Indenture and authorizes   and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to   effectuate the subordination so provided.   5. Redemption.  The Company may, at any time or from time to time on or after   November 18, 2024, redeem this Subordinated Note, in whole or in part, without premium or   penalty, but in all cases in a principal amount with integral multiples of $1,000.  In addition, the   Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the   occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event.  Any   redemption with respect to this Subordinated Note will be subject to any required regulatory   approvals.  This Subordinated Note is not subject to redemption at the option of the Holder.  The   Redemption Price with respect to any redemption permitted under this Indenture will be equal to   100% of the principal amount of this Subordinated Note, or portion thereof, to be redeemed, plus   accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding, the   Redemption Date.   6. Events of Default; Acceleration.  An “Event of Default” means any one of the   events described in Section 401 of the Indenture.  If an Event of Default described in Section   401(1) or Section 401(2) of the Indenture occurs, then the principal amount of all of the   Outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding   Subordinated Notes will become and be immediately due and payable without any declaration or   other act on the part of the Trustee or any Holder, and the Company waives demand, presentment   for payment, notice of nonpayment, notice of protest, and all other notices.  Notwithstanding the   foregoing, because the Company will treat the Subordinated Notes as tier 2 capital (or its then   equivalent if the Company were subject to such capital requirement) for purposes of capital   adequacy guidelines of the Federal Reserve Board as then in effect and applicable to the Company,   upon the occurrence of an Event of Default other than an Event of Default described in Section     





 







401(1) or Section 401(2) of the Indenture, neither the Trustee nor the Holder may accelerate the   Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest   on, the Subordinated Notes, immediately due and payable.  If any Event of Default occurs and is   continuing, the Trustee may also pursue any other available remedy to collect the payment of   principal of, and interest on, the Subordinated Notes or to enforce the performance of any provision   of the Subordinated Notes or this Indenture.     7. Failure to Make Payments.  If the Company fails to make any payment of interest   on this Subordinated Note when such interest becomes due and payable and such default continues   for a period of 30 days, or if the Company fails to make any payment of the principal of this   Subordinated Note when such principal becomes due and payable, the Company will, upon   demand of the Trustee, pay to the Trustee, for the benefit of the Holder, the whole amount then   due and payable with respect to this Subordinated Note, with interest upon the overdue principal,   any premium and, to the extent permitted by applicable law, upon any overdue installments of   interest at the rate or respective rates, as the case may be, provided for or with respect to this   Subordinated Note or, if no such rate or rates are so provided, at the rate or respective rates, as the   case may be, of interest borne by this Subordinated Note.   Upon the occurrence of a failure by the Company to make any required payment of   principal or interest on this Subordinated Note, the Company may not declare or pay any dividends   or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to,   any of the Company’s capital stock, make any payment of principal or interest or premium, if any,   on or repay, repurchase or redeem any debt securities of the Company that rank equal with or   junior to this Subordinated Note, or make any payments under any guarantee that ranks equal with   or junior to this Subordinated Note, other than: (i) any dividends or distributions in shares of, or   options, warrants or rights to subscribe for or purchase shares of, any class of Company’s common   stock; (ii) any declaration of a dividend in connection with the implementation of a shareholders’   rights plan, or the issuance of stock under any such plan in the future, or the redemption or   repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s   capital stock or the exchange or conversion of one class or series of Company’s capital stock for   another class or series of Company’s capital stock; (iv) the purchase of fractional interests in shares   of Company’s capital stock in accordance with the conversion or exchange provisions of such   capital stock or the security being converted or exchanged; or (v) purchases of any class of   Company’s common stock related to the issuance of common stock or rights under any of benefit   plans for Company’s directors, officers or employees or any of Company’s dividend reinvestment   plans.   8. Denominations, Transfer, Exchange. The Subordinated Notes are issuable only in   registered form without interest coupons in minimum denominations of $1,000 and integral   multiples of $1,000 in excess thereof.  The transfer of this Subordinated Note may be registered   and this Subordinated Note may be exchanged as provided in the Indenture. The Registrar may   require the Holder, among other things, to furnish appropriate endorsements and transfer   documents and the Company may require the Holder to pay any taxes and fees required by law or   permitted by the Indenture.     9. Charges and Transfer Taxes.  No service charge will be made for any registration   of transfer or exchange of this Subordinated Note, or any redemption or repayment of this     





 







Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of   securities or property, but the Company may require payment of a sum sufficient to pay all taxes,   assessments or other governmental charges that may be imposed in connection with the transfer or   exchange of this Subordinated Note from the Holder requesting such transfer or exchange.   10. Persons Deemed Owners. The Company and the Trustee and any agent of the   Company or the Trustee may treat the Person in whose name this Subordinated Note is registered   as the owner hereof for all purposes, whether or not this Subordinated Note is overdue, and neither   the Company, the Trustee nor any such agent will be affected by notice to the contrary.   11. Amendments; Waivers.  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 Subordinated Notes at any time by the Company and   the Trustee with the consent of the holders of a majority in principal amount of the then   Outstanding Subordinated Notes.  The Indenture also contains provisions permitting the Holders   of specified percentages in principal amount of the then Outstanding Subordinated Notes, on   behalf of the Holders of all Subordinated Notes, to waive certain past defaults under the Indenture   and their consequences.  Any such consent or waiver by the holder of this Subordinated Note will   be conclusive and binding upon such holder and upon all future holders of this Subordinated Note   and of any Subordinated Note 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 Subordinated   Note.   12. No Impairment.  No reference herein to the Indenture and no provision of this   Subordinated Note or of the Indenture will alter or impair the obligation of the Company, which   is absolute and unconditional, to pay the principal of and interest (if any) and Additional Interest   on this Subordinated Note at the times, place and rate as herein prescribed.   13. Sinking Fund; Convertibility.  This Subordinated Note is not entitled to the benefit   of any sinking fund. This Subordinated Note is not convertible into or exchangeable for any of the   equity securities, other securities or assets of the Company or any Subsidiary.   14. No Recourse Against Others.  No recourse under or upon any obligation, covenant   or agreement contained in the Indenture or in this Subordinated Note, or for any claim based   thereon or otherwise in respect thereof, will be had against any past, present or future shareholder,   employee, officer, or director, as such, of the Company or of any predecessor or successor, either   directly or through the Company or any predecessor or successor, under any rule of law, statute or   constitutional provision or by the enforcement of any assessment or by any legal or equitable   proceeding or otherwise, all such liability being expressly waived and released by the acceptance   of this Subordinated Note by the Holder and as part of the consideration for the issuance of this   Subordinated Note.   15. Authentication. This Subordinated Note will not be valid until authenticated by the   manual signature of the Trustee or an Authenticating Agent.   16. Abbreviations. Customary abbreviations may be used in the name of a Holder or   an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),     





 







JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=   custodian), and U/G/M/A (= Uniform Gifts to Minors Act).  Additional abbreviations may also be   used though not in the above list.   17. Available Information. The Company will furnish to the Holder upon written   request and without charge a copy of the Indenture. Requests may be made to: First NBC Bank   Holding Company, 210 Baronne Street, New Orleans, LA  70112, Attn:  William M. Roohi.   18. Governing Law. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A   CONTRACT MADE UNDER THE LAWS OF THE STATE OF TEXAS AND WILL BE   GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE   STATE OF TEXAS WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.     





 







IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be duly   executed.    Dated:  [        ], 2015    FIRST NBC BANK HOLDING COMPANY                  By:                  Ashton J. Ryan, Jr.          President and Chief Executive Officer      TRUSTEE’S CERTIFICATE OF AUTHENTICATION   This is one of the Subordinated Notes of First NBC Bank Holding Company referred to in   the within-mentioned Indenture:   U.S. BANK NATIONAL ASSOCIATION   as Trustee      By:           Name:          Title:              Dated:                   





 







ASSIGNMENT FORM    To assign this Subordinated Note, fill in the form below:  (I) or (we) assign and transfer this   Subordinated Note to:                              (Print or type assignee’s name, address and zip code)                             (Insert assignee’s social security or tax I.D. No.)       and irrevocably appoint      agent to transfer this Subordinated Note on   the books of the Company.  The agent may substitute another to act for him.       Date:        Your signature:         (Sign exactly as your name appears on the face of   this Subordinated Note)      Tax Identification No:              Signature Guarantee:               (Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings   and loan associations and credit unions with membership in an approved signature guarantee   medallion program), pursuant to Exchange Act Rule 17Ad-15).   The undersigned certifies that it [is / is not] an Affiliate of the Company and that, to its   knowledge, the proposed transferee [is / is not] an Affiliate of the Company.      Signature:                   Signature Guarantee:               (Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings   and loan associations and credit unions with membership in an approved signature guarantee   medallion program), pursuant to Exchange Act Rule 17Ad-15).