This Registration Rights Agreement (this Agreement) is made and entered into as of August 16, 2021, by and between Huntington Bancshares Incorporated, a Maryland corporation (the Company), and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Huntington Securities, Inc., as representatives of the several initial purchasers named in Schedule I attached to the Purchase Agreement (the Initial Purchasers), who have agreed to purchase the Companys 2.487% Fixed-to-Fixed Rate Subordinated Notes due 2036 (the Notes Offered for Cash) pursuant to the Purchase Agreement, dated August 9, 2021 (the Purchase Agreement), by and among the Company and the Initial Purchasers.
In order to induce (i) the Initial Purchasers to purchase the Notes Offered for Cash and (ii) eligible holders to exchange any and all of the Companys 4.350% Subordinated Notes due 2023 (the 2023 Notes) as well as any and all of the 6.250% Subordinated Notes due 2022 (the 2022 Notes), 4.600% Subordinated Notes due 2025 (the 2025 Notes) and 4.270% Subordinated Notes due 2026 (the 2026 Notes) that are obligations of The Huntington National Bank (the 2023 Notes, the 2022 Notes, the 2025 Notes and the 2026 Notes, collectively, are referred to herein as, the Old Notes) for additional 2.487% Fixed-to-Fixed Rate Subordinated Notes due 2036 to be issued by the Company in exchange for the Old Notes (together with the Notes Offered for Cash, the Initial Notes), the Company has agreed to provide the registration rights set forth in this Agreement for the benefit of the Holders (as defined below).
The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Subordinated Debt Indenture, dated as of December 29, 2005 (the Base Indenture), between Huntington Bancshares Incorporated, as the issuer, and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to JPMorgan Chase Bank, N.A.), as Trustee, as supplemented by a Second Supplemental Indenture dated as of August 16, 2021 (together with the Base Indenture, the Indenture), relating to the Initial Notes and the Exchange Notes.
The parties hereby agree as follows:
As used in this Agreement, the following capitalized terms shall have the following meanings:
Act: The Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
Affiliate: As defined in Rule 144 of the Act.
Broker-Dealer: Any broker or dealer registered under the Exchange Act.
Business Day: Any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized or obligated by law, regulation or executive order to remain closed.
Commission: The Securities and Exchange Commission.