EXHIBIT 4.10
LETTER OF TRANSMITTAL
FNB FINANCIAL SERVICES, LP
OFFER FOR ALL OUTSTANDING F.N.B. CORPORATION SUBORDINATED NOTES IN EXCHANGE FOR
CORRESPONDING NEW SUBORDINATED NOTES OF FNB FINANCIAL SERVICES, LP WHICH HAVE
BEEN GUARANTEED BY F.N.B. CORPORATION AND REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, PURSUANT TO A PROSPECTUS DATED _________________, 2005.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON
DECEMBER 31, 2005, UNLESS EXTENDED OR TERMINATED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is:
REGENCY FINANCE COMPANY
AND ITS WHOLLY-OWNED SUBSIDIARY,
CITIZENS FINANCIAL SERVICES, INC.,
BY MAIL, HAND OR OVERNIGHT COURIER
TO THE ADMINISTRATIVE OFFICES OF REGENCY FINANCE COMPANY LOCATED AT:
3320 EAST STATE STREET
HERMITAGE, PENNSYLVANIA 16148
(724) 983-3453
OR TO ONE OF THE OTHER OFFICES OF THE EXCHANGE AGENT
DELIVERY OF THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") TO AN
ADDRESS OTHER THAN AS SET FORTH ABOVE OR TO ONE OF THE OTHER OFFICES OF THE
EXCHANGE AGENT WILL NOT CONSTITUTE A VALID TENDER OF OUTSTANDING NOTES.
A separate copy of this Letter of Transmittal is to be used by each holder (a
"Holder") of F.N.B. Corporation ("FNB") Subordinated Term Notes and/or Daily
Notes (collectively, the "Outstanding Notes," and by class, the "Outstanding
Term Notes" and the "Outstanding Daily Notes"), if Term Notes and/or Daily Note
Registers representing Outstanding Daily Notes are to be physically delivered to
Regency Finance Company and its wholly owned subsidiary, Citizens Financial
Services, Inc. (together, the "Exchange Agent") by such Holder, to be exchanged
for corresponding New Term Notes and/or Daily Note Registers representing New
Daily Notes of FNB Financial Services, LP pursuant to the procedures set forth
in the Prospectus, dated _____________, 2005 (as the same may be amended or
supplemented from time to time, the "Prospectus") under the caption "The
Exchange Offer--Procedures for Tendering Outstanding Notes." Regency Finance
Company also does business as F.N.B. Consumer Discount Company and Finance &
Mortgage Acceptance Corporation.
IN ORDER TO PROPERLY COMPLETE THIS LETTER OF TRANSMITTAL, A HOLDER MUST SIGN
THIS LETTER OF TRANSMITTAL BY COMPLETING THE BOX BELOW ENTITLED "PLEASE SIGN
HERE." If not provided, list below the name and address of the Holder and the
account numbers of the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided is inadequate, list any additional account
numbers on a separate schedule signed by the Holder, and affix the schedule to
this Letter of Transmittal.
DESCRIPTION OF OUTSTANDING NOTES
NAME AND ADDRESS OF HOLDER
(PLEASE FILL IN, IF BLANK) ACCOUNT NUMBERS
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PLEASE SIGN HERE
This Letter of Transmittal must be signed by the Holder of Outstanding
Notes exactly as his, her or its name appears on the Outstanding Notes being
tendered herewith. If the signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
under "Capacity" and submit evidence satisfactory to the Company of such
person's authority so to act. See Instruction 2 below.
X ________________________________________________________________________
SIGNATURE OF REGISTERED HOLDER OR AUTHORIZED SIGNATORY
Date: _______________, 2005
Name: ________________________________________________________________________
(PLEASE PRINT)
Capacity (if applicable): ______________________________________________________
Address: _______________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No.: ___________________________________________________
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OUTSTANDING
NOTES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH THE
LAWS OF SUCH JURISDICTION. THE SIGNATORY UNDERSTANDS AND AGREES THAT THE COMPANY
RESERVES THE RIGHT NOT TO ACCEPT TENDERED OUTSTANDING NOTES FROM ANY TENDERING
HOLDER IF THE COMPANY DETERMINES, IN ITS REASONABLE DISCRETION, THAT SUCH
ACCEPTANCE COULD RESULT IN A VIOLATION OF APPLICABLE SECURITIES LAWS.
The Exchange Agent can assist you in completing this form. The
instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of this Letter of
Transmittal may be directed to the Exchange Agent, whose address and telephone
number appear on the front cover of this Letter of Transmittal. See Instruction
1 below. All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Prospectus.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
By execution hereof, the signatory acknowledges receipt of the Prospectus,
dated _________________, 2005 (as the same may be amended or supplemented from
time to time, the "Prospectus" and, together with this Letter of Transmittal,
the "Exchange Offer"), of FNB Financial Services, LP (the "Company"), and this
Letter of Transmittal and instructions hereto, which together constitute the
Company's offer to exchange the Outstanding Notes of FNB described above for the
corresponding New Subordinated Term and Daily Notes of the Company (the "New
Notes"), which have been fully and unconditionally guaranteed by FNB and
registered under the Securities Act of 1933, as amended (the "Securities Act"),
upon the terms and subject to the conditions set forth in the Exchange Offer.
Upon the terms and subject to the conditions of the Exchange Offer, the
signatory hereby tenders to the Company the Outstanding Notes indicated above.
Subject to, and effective upon, the acceptance for exchange of the Outstanding
Notes tendered herewith, the signatory hereby exchanges, assigns and transfers
to, or upon the order of, the Company, all right, title and interest in and to
such Outstanding Notes. The signatory hereby irrevocably constitutes and
appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of
the signatory (with full knowledge that the Exchange Agent also acts as the
agent of the Company and FNB) with respect to such Outstanding Notes, with full
power of substitution (such power-of-attorney being deemed to be an irrevocable
power coupled with an interest) to (i) present such Outstanding Notes and all
evidences of authenticity for transfer of ownership on the books of the Company,
FNB and the trustee under the Indentures (the "Trustee"), and (ii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Outstanding Notes, all in accordance with the terms of and conditions of the
Exchange Offer as described in the Prospectus.
The signatory represents and warrants that he, she or it has full power
and authority to tender, exchange, assign and transfer the Outstanding Notes
tendered hereby and to acquire New Notes issuable upon the exchange of such
Outstanding Notes, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title to such Outstanding Notes, free
and clear of all liens, restrictions, charges and encumbrances and not subject
to any adverse claim or right. The signatory also warrants that he, she or it
will, upon request, execute and deliver any additional documents deemed by the
Exchange Agent, the Company or FNB to be necessary or desirable to complete the
exchange, assignment and transfer of the Outstanding Notes tendered hereby.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer." The signatory recognizes that as a result of these conditions (which may
be waived by the Company, in whole or in part at any time or from time to time
in the sole discretion of the Company), as more particularly set forth in the
Prospectus, the Company may not be required to exchange any of the Outstanding
Notes tendered hereby and, in such event, the Outstanding Notes not exchanged
will be promptly returned to the signatory at the address shown above.
The signatory understands that tenders of the Outstanding Notes pursuant
to any one of the procedures described under "The Exchange Offer--Procedures for
Tendering Outstanding Notes" in the Prospectus and in the instructions hereto
will constitute a binding agreement between the signatory and the Company in
accordance with the terms and subject to the conditions of the Exchange Offer.
The Company shall immediately accept and promptly exchange tendered Outstanding
Notes for corresponding New Notes upon a determination that a tender has been
validly made and there are no conditions to the Exchange Offer which have not
been satisfied or waived. The signatory hereby requests that Exchange Notes be
issued in the same name(s) as the Outstanding Notes tendered hereby. All
authority herein conferred or agreed to be conferred by this Letter of
Transmittal and every obligation of the signatory hereunder shall be binding
upon the heirs, legal representatives, successors and assigns, executors,
administrators and trustees in bankruptcy of the signatory and shall survive the
death or incapacity of the signatory.
The signatory understands that the delivery and surrender of the
Outstanding Notes is not effective, and the risk of loss of the Outstanding
Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent
of this Letter of Transmittal, or a manually signed facsimile hereof, properly
completed and duly executed, together with all accompanying evidences of
authority and any other required documents in form satisfactory to the Exchange
Agent and the Company. All questions as to form of all documents and the
validity (including time of receipt) and acceptance of tenders of Outstanding
Notes will be determined by the Company in its sole discretion, which
determination shall be final and binding.
INSTRUCTIONS
1. DELIVERY OF THIS LETTER OF TRANSMITTAL, OUTSTANDING TERM NOTES AND/OR
DAILY NOTE REGISTERS REPRESENTING OUTSTANDING DAILY NOTES.
To tender Outstanding Notes in the Exchange Offer, physical delivery of
Term Notes and Daily Note Registers representing Outstanding Daily Notes, as
well as a properly completed and duly executed copy or manually signed facsimile
of this Letter of Transmittal, and any other documents required by this Letter
of
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Transmittal, must be received by the Exchange Agent at its address set forth
herein prior to the Expiration Date. Tenders of Outstanding Notes in the
Exchange Offer may be made prior to the Expiration Date in compliance with this
Letter of Transmittal. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL,
TERM NOTES AND DAILY NOTE REGISTERS REPRESENTING OUTSTANDING DAILY NOTES AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT, IS AT THE ELECTION AND RISK OF
THE HOLDER TENDERING OUTSTANDING NOTES. IF SUCH DELIVERY IS MADE BY MAIL, IT IS
SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED AND THAT SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF OUTSTANDING NOTES
WILL BE ACCEPTED. A TENDER WILL BE DEEMED TO HAVE BEEN RECEIVED AS OF THE DATE
WHEN THE TENDERING HOLDER'S PROPERLY COMPLETED AND DULY SIGNED LETTER OF
TRANSMITTAL ACCOMPANIED BY THE OUTSTANDING NOTES IS RECEIVED BY THE EXCHANGE
AGENT. THIS LETTER OF TRANSMITTAL, OUTSTANDING TERM NOTES AND DAILY NOTE
REGISTERS REPRESENTING OUTSTANDING DAILY NOTES AND ANY OTHER REQUIRED DOCUMENTS
SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO THE COMPANY OR THE TRUSTEE.
2. SIGNATURES ON THIS LETTER OF TRANSMITTAL.
The signature of the Holder on this Letter of Transmittal must correspond
with the name as written on the face of the Outstanding Term Notes and/or Daily
Note Register(s) representing Outstanding Daily Notes tendered hereby, without
alteration. If any of the Outstanding Notes tendered hereby are registered in
the name of two or more Holders, any such Holder may sign this Letter of
Transmittal. If any Outstanding Notes to be tendered for exchange are registered
in a different name from the Holder signing this Letter of Transmittal, it will
be necessary to complete, sign and submit as many separate copies of this Letter
of Transmittal and any necessary accompanying documents as there are different
names in which such Outstanding Notes are held. If this Letter of Transmittal or
any Outstanding Term Notes and/or Daily Note Registers representing Outstanding
Daily Notes are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Company of their authority so to act must be
submitted with this Letter of Transmittal.
3. TRANSFER TAXES.
Although the Company believes no transfer taxes will apply to the exchange
of Outstanding Notes pursuant to the Exchange Offer or otherwise, it reserves
the right to require the tendering Holder to pay any transfer tax which may
apply for any reason other than the exchange of Outstanding Notes pursuant to
the Exchange Offer.
4. IRREGULARITIES.
All questions as to the form of all documents and the validity (including
time of receipt) and acceptance of all tenders of Outstanding Notes will be
determined by the Company, in its sole discretion, which determination shall be
final and binding. The Company reserves the absolute right to reject any and all
tenders of Outstanding Notes that are not in proper form or the acceptance of
which, in the Company's opinion, may be unlawful. The Company also reserves the
right to waive any of the conditions of the Exchange Offer or any defect or
irregularities in tenders of any particular Holder whether or not similar
defects or irregularities are waived in the case of other Holders. The Company's
interpretations of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) will be final and binding. Any
defect or irregularity in connection with tenders of Outstanding Notes must be
cured within such time as the Company determines, unless waived by the Company.
Tenders of Outstanding Notes shall not be deemed to have been made until all
defects or irregularities have been waived by the Company or cured. A defective
tender (which defect is not waived by the Company or cured) will not constitute
a valid tender of Outstanding Notes and will not entitle the Holder to New
Notes. None of FNB, the Company, the Trustee, the Exchange Agent or any other
person will be under any duty to give notice of any defect or irregularity in
any tender of any Outstanding Notes, or incur any liability to Holders for
failure to give any such notice.
5. WAIVER OF CONDITIONS.
The Company reserves the right, in its sole discretion, to amend or waive,
in whole or in part and at any time or from time to time, any of the conditions
to the Exchange Offer.
6. MUTILATED, LOST, STOLEN OR DESTROYED TERM NOTES OR DAILY NOTE REGISTERS.
Any Holder whose Outstanding Term Notes or Daily Note Registers
representing Outstanding Daily Notes have been mutilated, lost, stolen or
destroyed should write to or telephone the Exchange Agent at the address or
telephone number set forth on the front cover of this Letter of Transmittal.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering Outstanding Notes and
requests for assistance or additional copies of the Prospectus, this Letter of
Transmittal or other documents may be directed to the Exchange Agent, whose
address and telephone number appear above.
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