EXHIBIT 4.3
SPECIAL SUBORDINATED DAILY NOTE SERIES 2003
F.N.B. CORPORATION
0000 XXXXXXXXX XXXX XXXXX
XXXXXX, XXXXXXX 00000
Date of Issue ____________________, 20__
No. _________________________________
FOR VALUE RECEIVED, F.N.B. CORPORATION (THE "ISSUER") XXXXXX PROMISES TO PAY ON
DEMAND THE PRINCIPAL AMOUNT AS RECORDED IN THE REGISTER TOGETHER WITH ACCRUED
INTEREST, SUBJECT TO THE PROVISIONS SET FORTH HEREIN, to
Name ___________________________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________
Soc. Sec. or E.I. No. __________________________________________________________
(the "Holder"), in the manner provided for herein.
This Subordinated Daily Note shall bear interest on the unpaid principal amount
at the initial rate of [_____%]. This rate may fluctuate as described herein.
Interest shall accrue daily and be compounded quarterly.
By acceptance of this Special Subordinated Daily Note, the Holder agrees that
its rights and remedies against the Issuer with respect to the Issuer's
obligations hereon shall be and remain subordinate to the extent and in the
manner set forth herein.
Unless the Certificate of Authentication hereon has been executed by the Trustee
referred to herein, either directly or through an Authenticating Agent, by the
manual or facsimile signature of an authorized signer, this Special Subordinated
Daily Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
F.N.B. CORPORATION
By: _____________________________________
President and Chief Executive Officer
[SEAL]
By: _____________________________________
Secretary
THIS SPECIAL SUBORDINATED DAILY NOTE IS SUBJECT TO REDEMPTION PRIOR TO MATURITY.
INTEREST ADJUSTMENT AND CERTAIN OTHER TERMS ARE SET FORTH HEREIN.
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).
AUTHENTICATION CERTIFICATE:
This Special Subordinated Daily Note Series 2003 is one of the
Securities of the series designated herein referred to in the within-mentioned
Indenture.
X.X.XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By: Authenticating Agent
By: ______________________________
Authorized Signature
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This Subordinated Special Daily Note 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
May 15, 1992 (herein called the "Indenture"), between the Issuer and X.X.Xxxxxx
Trust Company, National Association, as successor to Northern Central Bank, 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,
authenticated and delivered.
Upon and during the continuance of an 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 (a "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 ON DEMAND, 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 ON DEMAND.
INTEREST RATE ADJUSTMENT. The interest rate may fluctuate monthly. Any
adjustment to the interest rate will be made on the first day of the month.
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 be made ratably on all the
Outstanding Securities of such series called for redemption.
REDEMPTION BY HOLDER. The Holder shall have the right at its option to cause the
Company to redeem this Security, in whole or in part, at any time; 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. Holders shall also have the right to
make partial redemptions in multiples of $_____; provided, however, that such
partial redemptions may not reduce the principal amount of this Security below
the minimum purchase amount.
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Upon presentation of this security at a Place of Payment, the Issuer, or the
Issuer's agent, will, for the Holder's convenience, record on the register
attached hereto and made a part hereof any adjustments to the original principal
amount of this Security, such as additional purchases or partial redemptions.
ASSIGNMENT. As provided in the Indenture and subject to certain limitations
therein set forth, this Security shall not be transferable except by endorsement
and delivery by the Holder, or its 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. During the continuance of
any default in payment of principal of (or premium, if any) 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 on or in respect of this Security. Upon any
distribution of assets of the Issuer 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 ability to increase the amount of Senior
Indebtedness or to incur any additional indebtedness in the future that may
affect the Issuer's ability to make payments under this Security. Except as
described above, the obligation of the Issuer to make payment of principal or
interest on this Security will not be affected. The Holder of this Security will
be subrogated to the rights of the holders of the Senior Indebtedness to the
extent of payments made on Senior Indebtedness out of the distributive share of
the Security. By reason of such subordination, in the event of a distribution of
assets upon insolvency, certain general creditors of the Issuer may recover
more, ratably, than Holders of the Securities.
"Senior Indebtedness" means Indebtedness of the Issuer outstanding at any time,
other than Indebtedness of the Issuer to a Subsidiary for money borrowed or
advanced from any such Subsidiary, except Indebtedness which by its terms is not
superior in right of payment to the Securities. "Indebtedness" means (1) any
debt of the Issuer (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
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debt of others described in the preceding clause (1) which the Issuer has
guaranteed or for which it is otherwise liable; and (3) any amendment, renewal,
extension or refunding of any such debt.
In any case where any Redemption Date 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 Redemption Date; provided, that no interest shall accrue for
the period from and after such Redemption Date.
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 rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Issuer 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 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
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
The Securities of this series are issuable only in registered form without
coupons in any denomination; provided, however, that a minimum purchase amount
may be established by the Issuer at the time of purchase.
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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This Special Daily Note Register is provided for the convenience of the Holder.
Entries may be made only by an authorized agent of the Issuer to reflect
additional purchases or redemptions. The Issuer will not be liable for any
transaction unless an entry is made herein by an authorized agent of the Issuer.
The Holder will receive statements on a quarterly basis which will include all
transactions for the period.
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TRANSACTION DATE REC'D/PAID BY REDEMPTIONS PURCHASES
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INITIAL PURCHASE/PRIOR REGISTER BALANCE
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