EXHIBIT 4.7
_____ MONTH
NONNEGOTIABLE SUBORDINATED TERM NOTE, SERIES 2005
FNB FINANCIAL SERVICES, LP
Suite 202, 000 Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Date of Authentication ___________________ No. __________________
FOR VALUE RECEIVED, FNB FINANCIAL SERVICES, LP (the "Issuer") hereby
promises to pay the principal amount of
________________________________________________________________________ Dollars
($___________________________) ________ calendar months after the date of issue
to
Name _____________________________________
Soc. Sec. or E.I. No. Stated Maturity
_____________________________________
Address _____________________________________ ____________ ___________________
_____________________________________
(the "Holder"), in the manner provided for on the reverse side hereof. This
Nonnegotiable Subordinated Term Note shall bear interest on the unpaid principal
amount hereof from the date of issue until paid at the rate of
_________________________________________________________ percent (___%) per
annum, such interest to be payable as set forth below.
By acceptance of this Nonnegotiable Subordinated Term Note, the Holder
agrees that its rights and remedies against the Issuer and the Guarantor with
respect to their obligations hereon and under the Guaranty shall be and remain
subordinate to the extent and in the manner set forth on the reverse side
hereof. This Nonnegotiable Subordinated Term Note is subject to redemption prior
to maturity. Interest adjustment and certain other terms are set forth on the
reverse side hereof.
To guarantee the due and punctual payment of the principal and interest on
the Securities and all other amounts payable by the Issuer under this Security
and the Indenture when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Securities
and the Indenture, the Guarantor has unconditionally guaranteed such
obligations, on a subordinated basis, pursuant to the terms of the Guaranty.
Unless the Certificate of Authentication hereon has been executed by the
Trustee referred to on the reverse side hereof, either directly or through an
Authenticating Agent, by the manual or facsimile signature of an authorized
signer, this Nonnegotiable Subordinated Term Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
Terms 3- or 6-Months Terms 9- thru 120-Months
AUTHENTICATION CERTIFICATE: This Nonnegotiable
Subordinated Term Note is one of the Securities
of the series designated herein referred to in
Interest at the above rate will be Interest at the above rate will be the within-mentioned Indenture.
__________ Paid Monthly __________ Paid Monthly
__________ Paid at Maturity __________ Paid Quarterly By: Authenticating Agent
___________________________________________________
__________ Compounded Quarterly Authorized Officer
THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY
INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
(FDIC) OR ANY GOVERNMENT AGENCY.
ATTEST: FNB FINANCIAL SERVICES, LP
By: Regency Consumer Financial Services
Inc., its General Partner
By: _________________________________ By: ___________________________________
Secretary President
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[Reverse of Note]
This Nonnegotiable Subordinated Term Note, Series 2005 is one of a duly
authorized issue of securities of the Issuer (each a "Security" and, together,
the "Securities"), issued and to be issued in one or more series under an
Indenture, dated as of January ___, 2005 (herein called the "Indenture"), by and
among the Issuer, F.N.B. Corporation, as Guarantor, and X.X. Xxxxxx Trust
Company, National Association, as Trustee (herein called the "Trustee," which
term includes any successor Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations, duties and immunities thereunder of the
Issuer, the Trustee and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, issued, authenticated and delivered.
Upon, and during the continuance of any Event of Default, then, and in any
such event, the principal of the Securities of this series may be declared
immediately due and payable in the manner and with the effect provided in the
Indenture.
PAYMENT AND INTEREST ACCRUAL. Payment of the principal of and interest on
this Security shall be made in lawful money of the United States at any office
of Regency Finance Company, the Issuer's agent, or at such other place as the
Issuer may designate to the Holder in writing ("Place of Payment"); provided,
however, that any such payment may be made, at the option of the Issuer, by
check mailed to the registered address of the Holder. Upon payment or tender of
payment hereof at maturity or earlier redemption (in whole), this Security shall
be surrendered to the Issuer for cancellation at the Place of Payment. Unless
otherwise agreed in writing by the Issuer, interest hereon shall cease to
accrue, and the Issuer shall have no further liability with respect thereto,
upon payment (or tender of payment in the aforesaid manner) of the principal
amount hereof at maturity or earlier redemption.
This Security will be automatically extended for successive terms, equal
in duration to the original term hereof, at the rate(s) of interest then in
effect for Securities of comparable maturity unless, prior to maturity, the
Issuer receives notification of the Holder's election to have the Issuer redeem
this Security. All of the terms and conditions applicable to this Security when
issued will also apply during each period of extension.
OPTIONAL REDEMPTION BY ISSUER. The Securities of this series are subject
to redemption upon not less than 30 days' notice by first class mail, at any
time, as a whole or in part, at the election of the Issuer, without premium,
together with accrued interest to the Redemption Date, but any interest
installment, which is due and payable on or prior to such Redemption Date, will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates, all
as provided in the Indenture. Each partial redemption payment shall either be
made ratably on all the Outstanding Securities of such series called for
redemption, by lot or in any other equitable fashion.
REDEMPTION PRIOR TO MATURITY BY HOLDER. The Holder shall have the right,
at its option, to have the Issuer redeem this Security in whole or in part at
any time prior to maturity; provided, however, that the Issuer may require the
Holder to give the Issuer no less than 30 days' prior written notice by U.S.
registered mail of a redemption demanded by the Holder, which notice shall
specify the principal amount of the Security to be redeemed and the redemption
date. Upon such redemption, the Holder shall forfeit, regardless of the length
of time that this Security has been Outstanding, an amount equal to (i) three
months of interest earned, or that could have been earned, if this Security has
a term of 12 months or less, (ii) six months of interest earned, or that could
have been earned, if this Security has a term of between 15 and 30 months,
inclusive, or (iii) nine months of interest earned, or that could have been
earned, if this Security has a term in excess of 30 months, in each case
calculated on the amount redeemed at the rate being paid on this Security. Where
necessary to comply with the requirements of this paragraph, any interest
already paid to or for the account of the Holder shall be deducted from the
amount redeemed. Holders shall also have the right to have the Issuer make
partial redemptions prior to maturity; provided, however, that a minimum
outstanding principal amount of $500 is maintained. The above-mentioned
forfeitures shall be calculated only upon the amount so redeemed. This Security
may be redeemed before maturity without forfeiture upon the death of the Holder
of this Security or when the Holder of this Security is determined to be legally
incompetent by a court or other administrative body of competent jurisdiction.
In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligations of the Issuer, which are
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Issuer in any place where the principal of and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
ASSIGNMENT. As provided in the Indenture and subject to certain
limitations set forth herein and therein, this Security shall not be
transferable except by endorsement and delivery by the Holder, or his duly
authorized representative at the Place of Payment referred to above and, upon
surrender to the Issuer with proper endorsement, a new instrument of like tenor
shall be issued in the name of the transferee. The Issuer may require payment of
a service charge along with a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. Unless and until
transferred in the manner aforesaid, the Issuer, the Trustee and any agent of
either of them may treat the Holder whose name or names appear on the face of
this instrument as the absolute owner hereof for all purposes. If this Security
is payable to two or more persons, they shall be deemed to be joint tenants with
right of survivorship and any and all payments herein shall be made to either,
or the survivor of them.
SUBORDINATION. The indebtedness evidenced by this Security is subordinate
to the prior payment when due of the principal of and interest on all Senior
Indebtedness (as such term is defined below). Upon maturity of any Senior
Indebtedness, payment in full must be made on such Senior Indebtedness before
any payment is made on or in respect of this Security or the Securities. During
the continuance of any default in payment of principal of or interest or sinking
fund on any Senior Indebtedness, or any other event of default with respect to
Senior Indebtedness pursuant to which the holders thereof have accelerated the
maturity thereof, no direct or indirect payment may be made or agreed to be made
by the Issuer or the Guarantor on or in respect of this Security or the
Guaranty. Upon any distribution of assets of the Issuer or the Guarantor in any
dissolution, winding up, liquidation or reorganization, payment of the principal
of and interest on this Security will be subordinated, to the extent and in the
manner set forth in the Indenture, to the prior payment in full of all Senior
Indebtedness. The Indenture does not limit the Issuer's or the Guarantor's
ability to increase the amount of Senior Indebtedness or to incur any additional
indebtedness in the future that may affect the Issuer's or the Guarantor's
ability to make payments under this Security or the Guaranty. Except as
described above, the obligation of the Issuer or the Guarantor to make payment
of principal or interest on this Security or the Guaranty will not be affected.
By reason of such subordination, in the event of a distribution of assets upon
insolvency, certain general creditors of the Issuer and the Guarantor may
recover more, ratably, than Holders of the Securities.
"Senior Indebtedness" means Indebtedness of the Issuer or the Guarantor
outstanding at any time, other than Indebtedness of the Issuer or the Guarantor
to each other or to a Subsidiary for money borrowed or advanced from the other
or from any such Subsidiary, or Indebtedness which by its terms is not superior
in right of payment to the Securities, provided, however, that for purposes of
clarity, the obligations of the Guarantor under the Guaranty with respect to the
Indebtedness represented by the Securities shall be pari passu with the
Indebtedness of the Guarantor under that certain Indenture, dated as of May 15,
1992, as amended, between the Guarantor and X.X. Xxxxxx Trust Company, National
Association, successor trustee to Northern Central Bank, as trustee.
"Indebtedness" means (1) any debt of the Issuer or the Guarantor (i) for
borrowed money or (ii) evidenced by a note, debenture or similar instrument
(including a purchase money obligation) given in connection with the acquisition
of any property or assets, including securities; (2) any debt of others
described in the preceding clause (1) which the Issuer or the Guarantor has
guaranteed or for which it is otherwise liable; and (3) any amendment, renewal,
extension or refunding of any such debt.
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In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of the Indenture or of this Security)
payment of principal and interest need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the Guarantor and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Issuer, the
Guarantor and the Trustee with the consent of the Holders of not less than 50%
in principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Issuer or the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued in lieu hereof, whether or not notation
of such consent or waiver is made Security.
The Securities of this series are issuable only in registered form without
coupons in any denomination; provided, however, that the minimum denomination
shall be $500.
All terms used in this Security which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.
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