EXHIBIT 4.8
FNB FINANCIAL SERVICES, LP
NONNEGOTIABLE SUBORDINATED DAILY NOTE
This Nonnegotiable Daily Note Register is provided for the convenience of
the Holder. 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 Holder will receive statements on a quarterly basis which will
include all transactions for the period.
NONNEGOTIABLE SUBORDINATED DAILY NOTE, SERIES 2005
FNB FINANCIAL SERVICES, LP
Suite 202, 103 Foulk Road
Wilmington, Delaware 19803
Date of Authentication _________, 200__
No. ________________
FOR VALUE RECEIVED, FNB FINANCIAL SERVICES, LP (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.
This Nonnegotiable Subordinated Daily Note shall bear interest on the
unpaid principal amount hereof at the initial rate of ___%. This rate may
fluctuate as described herein. Interest shall accrue daily and be compounded
quarterly.
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.
By acceptance of this Nonnegotiable Subordinated Daily 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 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 Nonnegotiable
Subordinated Daily Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
FNB FINANCIAL SERVICES, LP
By: Regency Consumer Financial Services Inc.,
its General Partner
By: ________________________________________
Its: President
By: ________________________________________
Its: Secretary
THIS NONNEGOTIABLE 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) OR ANY GOVERNMENTAL AGENCY.
AUTHENTICATION CERTIFICATE:
This Nonnegotiable Subordinated Daily Note is one of the Securities of the
series designated herein referred to in the within-mentioned Indenture.
By: Authenticating Agent
_________________________________
Authorized Officer
This Nonnegotiable Subordinated Daily 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"),
between the Issuer and J.P. Morgan 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 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,
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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 determined by the
Company and may fluctuate on a monthly basis. Any adjustment to the interest
rate will be made on the first day of the month 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 either be
made ratably on all the Outstanding Securities of such series called for
redemption or by lot or in any other equitable fashion.
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.
Holders shall also have the right to make partial redemptions; provided,
however, that a minimum outstanding principal amount of $50 is maintained. 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.
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 Company, 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 Company 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 Company 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.
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.
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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 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 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 J.P. Morgan 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.
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,
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.
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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 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 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.
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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TRANSACTION DATE
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INITIAL PURCHASE/PRIOR REGISTER BALANCE REC'D/PAID BY REDEMPTION
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