EX-4.7.2






EXHIBIT 4.7.2




                     MONTH




NONNEGOTIABLE SUBORDINATED TERM NOTE, SERIES 2008

FNB FINANCIAL SERVICES, LP

Suite 202, 103 Foulk Road

Wilmington, Delaware 19803




	 	 	 	 	 	 	 	 	 
	Date of Authentication

	 	 	 	 	 	No.	 	 
	 

	 	 
	 	 	 	 	 	 





     
FOR VALUE RECEIVED, FNB FINANCIAL SERVICES, LP (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 Nonnegotiable
Subordinated Term Note shall bear interest on the unpaid principal amount hereof from the date of
issue until paid at the rate of percent (___%) per annum, such interest to be payable as set forth
below.




     By acceptance of this Nonnegotiable Subordinated Term 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 on the
reverse side hereof. This Nonnegotiable Subordinated Term Note is subject to redemption prior to
maturity. Interest adjustment and certain other terms are set forth on the reverse side hereof.



     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.



     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 Nonnegotiable Subordinated Term Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any purpose.



	 	 	 	 	 
	     Interest at the above rate will be

	 	AUTHENTICATION CERTIFICATE: This Nonnegotiable Subordinated
Term Note is one of the
Securities of the series
designated herein referred to
in the within-mentioned
Indenture.	 	 
	             
                        
    Paid Monthly
	 	 	 	 
	 
	 	 	 	 
	             
                        
    Paid Quarterly

	 	          By:
Authenticating Agent

	 	 
	 

	 	           Authorized Officer

	 	 
	             
                        
    Compounded Quarterly

	 	 	 	 





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 GOVERNMENT AGENCY.




	 	 	 	 	 	 	 
	     ATTEST:	 	FNB FINANCIAL SERVICES, LP
	 
	 	 	 	 	 	 
	 	 	 	 	By: Regency Consumer Financial Services Inc., its General Partner
	 
	 	 	 	 	 	 
	By:	 	 	 	By:
	 

	 	 
	 	 	 	 
	 

	 	Secretary
	 	 	 	President






1









 





[Reverse of Note]




     This Nonnegotiable Subordinated Term Note, Series 2008 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 August 16, 2005 (herein called the
“Indenture”), by and among the Issuer, F.N.B. Corporation, as Guarantor, and The Bank of New York
Mellon (as successor to 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 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.



     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 election to
have the Issuer redeem this Security. All of the terms and conditions applicable to this 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 either be made ratably on all the Outstanding Securities of such series
called for redemption, by lot or in any other equitable fashion.



     REDEMPTION PRIOR TO MATURITY BY HOLDER. The Holder shall have the right, at its option, to
have the Issuer redeem this Security in whole or in part at any time prior to maturity; 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. Upon such
redemption, the Holder shall forfeit, regardless of the length of time that this Security has been
Outstanding, an amount equal to (i) three months of interest earned, or that could have been
earned, if this Security has a term of 12 months or less, (ii) six months of interest earned, or
that could have been earned, if this Security has a term of between 13 and 30 months, inclusive, or
(iii) nine months of interest earned, or that could have been earned, if this Security has a term
in excess of 30 months, in each case calculated on the amount redeemed at the rate being paid on
this Security. 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 have the Issuer 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.



     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 Issuer, 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.



2









 





     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 Issuer 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 Issuer 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.



     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 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. 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 The Bank of New
York Mellon (as successor to 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 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 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, the Guarantor 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



3









 







be conclusive and binding upon such Holder and upon all future Holders of this Security and of
any Security issued in lieu hereof, whether or not notation of such consent or waiver is made
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.




4