1
EXHIBIT 4.1
____ MONTH
SUBORDINATED TERM NOTE
F.N.B. CORPORATION
HERMITAGE SQUARE
HERMITAGE, PENNSYLVANIA 16148
Date of Issue _____________________, 19__ No.____________________
FOR VALUE RECEIVED, F.N.B. Corporation (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
Subordinated Term Note shall bear interest on the unpaid principal amount from
the date of issue until paid at the rate of __________________________________
percent (___%) per annum, such interest to be payable as set forth below.
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.
By acceptance of this Subordinated Term Note, the Holder
agrees that its rights and remedies against the Issuer with respect to its
obligations hereon shall be and remain subordinate to the extent and in the
manner set forth on the reverse side hereof. This Subordinated Term Note is
subject to redemption prior to maturity. Interest adjustment and certain other
terms are set forth on the reverse side hereof.
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 Subordinated Term Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
AUTHENTICATION CERTIFICATE: This Subordinated Term
Note is one of the Securities of the series
Terms 3 or 6-Month Terms 9 thru 120-Month designated herein referred to in the within-
------------------ ---------------------- mentioned Indenture.
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Interest at the above rate will be Interest at the above rate will be
_____ Paid Monthly _____ Paid Monthly CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
_____ Paid Quarterly By: Authenticating Agent
_____ Paid At Maturity
_____ Compounded Quarterly
------------------------------------
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Authorized Signature
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).
ATTEST: F.N.B. CORPORATION
By: By: [SEAL]
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Secretary Chairman & Chief Executive Officer
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[Reverse of Note]
This Subordinated Term 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 Chase
Manhattan Trust Company, N.A., 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.
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 intent to redeem the Security. All
of the terms and conditions applicable to the 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 be made
ratably on all the Outstanding Securities of such series called for redemption.
REDEMPTION PRIOR TO MATURITY BY HOLDER. The Holder shall have the right
at its option to redeem this Security in whole or in part at any time prior to
maturity. Upon such redemption, the Holder shall forfeit an amount equal to (i)
1 month of interest earned, or that could have been earned (if this Security has
a term of 3 to 12 months) or (ii) 3 months of interest earned, or that could
have been earned (if this Security has a term of 18 to 120 months), on the
amount so redeemed at the rate being paid on this Security, regardless of the
length of time that this Security has been Outstanding. 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 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. The Issuer retains the absolute
right to 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.
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.
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 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. No service charge shall be made for any such registration of
transfer or exchange, but the Issuer may require payment of 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 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 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 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 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.
