<PAGE>
EXHIBIT 4.11
AGENCY AGREEMENT
AGENCY
AGREEMENT (the "Agreement") dated as of January ____, 2005, by
and
among FNB FINANCIAL SERVICES,
LP ("FNB Financial Services"), F.N.B. CORPORATION,
as Guarantor ("FNB") and
REGENCY FINANCE COMPANY, as Agent (the "Agent").
BACKGROUND
Promptly
upon the execution and delivery hereof, FNB Financial
Services
plans to register, under the
Securities Act of 1933, as amended (the "1933
Act"), up to Three Hundred
Fifty Million Dollars ($350,000,000.00) aggregate
principal amount of its
Subordinated Term Notes (the "New Term Notes") and
Subordinated Daily Notes (the
"New Daily Notes") and Special Subordinated Daily
Notes (the "New Special Daily
Notes and, together with the New Term Notes and
the New Daily Notes are
sometimes collectively referred to in this Agreement as
the "New Notes"), to be
guaranteed by FNB, and issued under and pursuant to the
Indenture dated as of January
____, 2005 (the "New
Indenture"), by and among
FNB Financial Services, FNB,
as Guarantor, and J.P. Morgan Trust Company,
National Association, as
Trustee (the "Trustee"). The New Indenture permits,
among other things, the
appointment of a paying agent for the purpose of
receiving amounts due from
FNB Financial Services or FNB under, and making
payments due in respect to,
New Notes issued under the New Indenture,
maintaining books with
respect to the New Notes, acting as depository with
respect to certain funds to
be established thereunder and undertaking certain
other duties described
therein.
Under and
subject to the terms and conditions hereof: (i) FNB
Financial
Services desires to appoint
the Agent, and the Agent desires to serve, as paying
agent for the New Notes (the
"Paying Agent"); (ii) FNB Financial Services
desires to appoint the Agent,
and the Agent desires to serve, as sales agent for
the New Notes (the "Sales
Agent"); and (iii) FNB Financial Services and FNB
desire to appoint the Agent,
and the Agent desires to serve, as exchange agent
(the "Exchange Agent") for
the exchange of New Notes for outstanding
Subordinated Term Notes (the
"FNB Term Notes") and outstanding Subordinated
Daily Notes (the "FNB Daily
Notes") of FNB. The FNB Term Notes and FNB Daily
Notes are sometimes
collectively referred to in this Agreement as the "FNB
Notes", and were issued under
and pursuant to the Indenture, dated as of May 15,
1992, as amended, between FNB
and J.P. Morgan Trust Company, National
Association, successor
trustee to Northern Central Bank, as trustee (the "FNB
Indenture" and together with
the New Indenture, the "Indentures").
The terms
and conditions of the exchange offer (the "Exchange Offer")
as
currently contemplated are
set forth in a prospectus, dated _________________,
2005 (as the same may be
amended or supplemented from time to time, the
"Prospectus"), and the form
of letter of transmittal accompanying the Prospectus
(as the same may be amended
or supplemented from time to time, the "Letter of
Transmittal"). The Letter of
Transmittal is to be used by the holders of FNB
Notes to accept the Exchange
Offer, and contains instructions with respect to
the delivery of FNB Notes
tendered in connection therewith. The Exchange Offer
expires at 5:00 p.m., New
York City time, on December 31, 2005, or on such later
date or time to which FNB
Financial Services may extend the Exchange Offer (the
"Expiration Date"). Subject
to the terms and
<PAGE>
conditions set forth in the
Prospectus and the Letter of Transmittal, FNB
Financial Services expressly
reserves the right to extend the Exchange Offer
from time to time by giving
notice to the Agent before 9:00 a.m., New York City
time, on the Business Day
following the previously scheduled Expiration Date.
In
consideration of the premises and the mutual agreements
hereinafter
contained, and other valuable
consideration, the receipt and sufficiency of
which are hereby
acknowledged, and intending to be legally bound hereby,
the
parties hereto agree as
follows:
ARTICLE I
RULES OF INTERPRETATION
Section
1.1 General. Capitalized terms used in this Agreement which
are
not defined herein shall have
the meanings assigned to them in the New
Indenture, unless the context
or use indicates another or different meaning or
intent. Definitions shall be
equally applicable to both singular and plural
forms of any of the words and
terms therein or herein defined. The words
"herein" and "hereof" and
words of similar import, without reference to any
particular article, section
or subsection, refer to this Agreement as a whole
rather than to any particular
article, section or subsection hereof.
Section
1.2 Governing Law. This Agreement shall be governed by,
and
construed in accordance with,
the laws of the State of Delaware excluding its
choice of law principles that
would require the application of the laws of
another
jurisdiction.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section
2.1 FNB Financial Services Representations and Warranties.
FNB
Financial Services hereby
represents and warrants that it has full power and
authority to execute, deliver
and perform its obligations under this Agreement,
the New Indenture, the New
Notes and any other agreements entered into by it and
related to the New
Notes.
Section
2.2 FNB Representations and Warranties. FNB hereby represents
and
warrants that it has full
power and authority to execute, deliver and perform
its obligations under this
Agreement, the FNB Indenture, the New Indenture, the
FNB Notes, the New Notes and
any other agreements entered into by it and related
to the FNB Notes and the New
Notes.
Section
2.3 Agent Representations and Warranties. The Agent
hereby
represents and warrants that:
(i) it has full power and authority to execute,
deliver and perform its
obligations under this Agreement; (ii) its officers and
employees participating in
the Agent's performance of its Duties under this
Agreement will not be subject
to any statutory disqualification from so acting
under applicable federal and
state securities laws, and cannot be or have been
associated with a securities
broker-dealer for the 12-month period immediately
preceding the execution of
this Agreement; and (iii) it has taken all actions
and made all registrations
necessary and appropriate under all applicable
Federal and state securities
laws to permit it to carry out its
2
<PAGE>
duties and obligations as
Paying Agent, Sales Agent and Exchange Agent in
connection with the offer and
sale of the New Notes and the Exchange Offer.
ARTICLE III
DUTIES OF THE AGENT
Section
3.1 Appointment as Paying Agent; Acceptance of New Paying
Agent
Duties. As provided in the
New Indenture, FNB Financial Services hereby appoints
the Agent as Paying Agent for
the New Notes and any other Securities issued
under the New Indenture. The
Agent acknowledges that it has received and
reviewed the New Indenture
and hereby accepts such appointment and agrees to
perform all of the duties and
obligations of the Paying Agent (the "New Paying
Agent Duties") pursuant to
the New Indenture, subject to the terms and
conditions contained in this
Agreement. The Paying Agent shall:
(1) give
the Trustee notice of any default by FNB Financial Services
or
FNB (or other obligor upon
the New Notes) in the making of any payment of
principal or interest on the
New Notes; and
(2) at any
time during the continuance of any such default, upon
the
written request of the
Trustee, forthwith pay to the Trustee all sums held in
trust by the Paying
Agent.
Section
3.2 Appointment as Sales Agent; Acceptance of New Sales
Duties.
Subject to the limitations of
the Securities Exchange Act of 1934, as amended,
FNB Financial Services hereby
appoint the Agent as Sales Agent with respect to
the offer and sale of the New
Notes and any other Securities issued under the
New Indenture (the "New
Offer"). In carrying out its function as Sales Agent,
the Agent shall be strictly
limited to performing the functions, and shall have
the duties and obligations,
set forth in the Prospectus under the heading "Plan
of Distribution" (the "New
Sales Duties" and, together with the New Paying Agent
Duties, the "New Note
Duties"). The Sales Agent shall take such actions as may
be necessary to cause the
representations set forth in Section 2.3(ii) hereof to
be true and correct at all
times during the term of this Agreement.
Section
3.3 Appointment as Exchange Agent; Acceptance of Exchange
Agent
Duties. FNB Financial
Services and FNB hereby appoint the Agent as Exchange
Agent for the Exchange Offer.
The Agent acknowledges that it has received and
reviewed the Prospectus and
Letter of Transmittal, and hereby accepts such
appointment and agrees to
perform all of the duties and obligations of the
Exchange Agent as specified
in Article IV of this Agreement (the "Exchange Agent
Duties," and together with
the New Note Duties, the "New Duties"), subject to
the terms and conditions
contained in this Agreement.
ARTICLE IV
EXCHANGE AGENT DUTIES
Section
4.1 Exchange Agent Instructions. In carrying out its
Exchange
Agent Duties, the Agent is to
act in accordance with the following instructions:
3
<PAGE>
(1) The
Agent will perform such duties, and only such duties, as
are
specifically set forth in the
section of the Prospectus captioned "The Exchange
Offer," the Letter of
Transmittal or this Agreement.
(2)
Letters of Transmittal received by the Agent shall be stamped by
the
Agent as to the date of
receipt and shall be preserved by the Agent for a period
of time at least equal to the
period of time the Agent preserves other records
pertaining to the transfer of
the New Notes and the FNB Notes (together, the
"Securities"). The Agent will
examine each of the Letters of Transmittal and FNB
Notes and any other documents
received by it from holders of FNB Notes, to
ascertain whether: (i) on
their face the Letters of Transmittal and any such
other documents are duly
executed and properly completed in accordance with
instructions set forth
therein, and (ii) the FNB Notes have otherwise been
properly tendered. In each
case where the Letter of Transmittal or any other
document has been improperly
completed or executed or any of the FNB Notes are
not in proper form for
transfer or some other irregularity in connection with
the acceptance of the
Exchange Offer exists, the Agent will endeavor to inform
the tendering holder of the
need for fulfillment of all requirements, and to
take any other action as may
be necessary or advisable to cause such
irregularity to be
corrected.
(3)
Tenders of FNB Notes may be made only as set forth in the section
of
the Prospectus captioned "The
Exchange Offer - Procedures for Tendering FNB
Notes," and pursuant to
properly completed and executed Letters of Transmittal,
and FNB Notes shall be
considered properly tendered only when tendered in
accordance with the
procedures set forth therein. With the approval of an
authorized officer of Regency
Consumer Financial Services Inc., the general
partner of FNB Financial
Services (the "General Partner"), an authorized officer
of FNB or any other person
designated in writing by FNB Financial Services or
FNB (each a "Designated
Officer"), the Agent is authorized to waive any
irregularities in connection
with any tender of FNB Notes pursuant to the
Exchange Offer.
Notwithstanding the provisions of this paragraph, FNB Notes
that
any Designated Officer shall
approve as having been properly tendered shall be
considered to be properly
tendered.
(4) If
requested by FNB Financial Services or FNB, t
