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Exhibit 4.3
SPECIAL SUBORDINATED DAILY 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 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.
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This Subordinated Daily Note shall bear interest on the unpaid principal amount
at the initial rate of [8.00% until September 30, 2000] [_____%]. 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 its 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
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Chairman & Chief Executive Officer
[SEAL] By
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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 is one of the Securities of the
series designated herein referred to in the within-mentioned Indenture.
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By: Authenticating Agent
By:
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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 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.
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 will be 8.00% until September 30,
2000. Thereafter the interest rate will be determined by the Company and may
fluctuate on a quarterly basis beginning October 1, 2000, provided that (1) the
interest rate will not be reduced by more than 0.50% in any quarter and (2) the
interest rate will not be reduced below 6.50% until December 31, 2002. Any
adjustment to the interest rate will be made on the first day of October,
January, April or July (each an "Adjustment Date") and shall remain in effect
until next adjusted by the Company.
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 redeem
this Security, in whole or in part, at any time. Holders shall also have the
right to make partial redemptions in multiples of $2,500; provided, however,
that such partial redemptions may not reduce the principal amount of this
Security below the minimum purchase amount. 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
and which notice shall specify the principal amount of the Security to be
redeemed and the redemption date.
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 his duly
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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 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
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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 $50,000 (or such lesser minimum amount as 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
Purchaser. Entries may be made only by an authorized agent of the Company to
reflect additional purchases or redemptions. The Company will not be liable for
any transaction unless an entry is made herein by an authorized agent of the
Company. The Purchaser 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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