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Exhibit 4.4
SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental
Indenture") dated as of February 15, 2000 among PNC Funding Corp, a Pennsylvania
corporation, as issuer (the "Company"), PNC Bank Corp. (formerly known as PNC
Financial Corp), a Pennsylvania corporation (the "Guarantor") and The Chase
Manhattan Bank (formerly known as Chemical Bank as successor by merger to
Manufacturers Hanover Trust Company, as trustee (the "Trustee").
WHEREAS each of the Company, the Guarantor and the Trustee
have heretofore executed and delivered to the Trustee an Indenture dated as of
December 1, 1991, as amended by a Supplemental Indenture dated as of February
15, 1993 (as so amended, the "Indenture");
WHEREAS, pursuant to Section 3.01 of the Indenture and an
Officers' Certificate dated November 2, 1999 (the "Authorizing Officers'
Certificate"), the Company has heretofore created and issued a series of
Securities designated as the "7.50% Subordinated Noted Due 2009" (the "Notes")
limited to $400,000,000 in aggregate principal amount;
WHEREAS Section 3.01 of the Indenture provides that the
aggregate principal amount of all Securities that may be issued, authenticated
and delivered under the Indenture is unlimited;
WHEREAS Section 9.02 of the Indenture provides that when
authorized by a Board Resolution and with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities of all series
(voting as one class) affected by such supplemental indenture or indentures, by
Act of said Holders, delivered to the Company, the Guarantor and the Trustee,
the Trustee may enter into a supplemental indenture for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series under the Indenture;
WHEREAS the purpose of this Second Supplemental Indenture is
to provide for the issuance of up to $100,000,000 aggregate principal amount of
additional Notes with the same terms as the Notes in accordance with Section
3.01 of the Indenture (the "Additional Notes");
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WHEREAS the Holders of the Notes are the only Holders of
Securities issued under the Indenture that will be affected by any supplemental
indenture providing for the issuance of Additional Notes and this Second
Supplemental Indenture;
WHEREAS on February 11, 2000, the Holders of at least a
majority in principal amount of the Outstanding Notes, by Act of such Holders,
consented to the amendment of this Indenture and the execution and delivery of a
supplemental indenture to provide for the issuance of up to $100,000,000
aggregate principal amount of the Additional Notes; and
WHEREAS the Company has requested that the Trustee execute and
deliver this Second Supplemental Indenture and all requirements necessary to
make this Second Supplemental Indenture a valid instrument in accordance with
its terms, and the execution and delivery of this Second Supplemental Indenture
have been duly authorized in all respects.
NOW THEREFORE, the Company, the Guarantor and the Trustee
hereby agree that the following Sections of this Second Supplemental Indenture
supplement and amend the Indenture to provide for the issuance of Additional
Notes proposed to be issued thereunder on or after the date of this Second
Supplemental Indenture:
SECTION 1. Definitions. Capitalized terms used herein and not
defined herein have the meanings ascribed to such terms in the Indenture.
SECTION 2. Issuance of Additional Notes. (a) The terms of the
Notes are hereby amended to permit the Company to issue from time to time on or
after the date hereof up to $100,000,000 aggregate principal amount of
Additional Notes under the Indenture, so that the aggregate principal amount of
Notes that may be authenticated and delivered under the Indenture is limited to
$500,000,000, subject to the exceptions set forth in paragraph 3 of the
Authorizing Officers' Certificate. Additional Notes shall constitute the same
series as the Notes and be treated as a single class with the Outstanding Notes
for all purposes under the Indenture.
(b) The Additional Notes shall have the same terms as the
Notes as set forth in the Authorizing Officers' Certificate with respect to the
interest rate, interest accrual, interest payment dates, maturity, redemption
provisions, and other terms.
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(c) No Additional Notes may be issued with original issue
discount for United States Federal income tax purposes.
SECTION 3. Forms of Notes. (a) Each certificate representing
Notes that is issued after the date hereof shall (i) refer to this Second
Supplemental Indenture and (ii) specify the revised aggregate principal amount
of Notes that may be issued pursuant to the Indenture.
SECTION 4. This Second Supplemental Indenture. This Second
Supplemental Indenture shall be construed as supplemental to the Indenture and
shall form a part of it, and the Indenture is hereby incorporated by reference
herein and each is hereby ratified, approved and confirmed.
SECTION 5. GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
JURISDICTION WHICH GOVERN THE INDENTURE AND ITS CONSTRUCTION.
SECTION 6. Counterparts. This Second Supplemental Indenture
may be executed in two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute but one
instrument.
SECTION 7. Headings. The headings of this Second Supplemental
Indenture are for reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 8. Trustee Not Responsible for Recitals. The recitals
herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Second Supplemental Indenture.
SECTION 9. Separability. In case any one or more of the
provisions contained in this Second Supplemental Indenture shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Second Supplemental Indenture, but this Second Supplemental Indenture shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed by their respective authorized
officers as of the date first written above.
(Corporate Seal) PNC FUNDING CORP,
Attest: as Issuer,
/s/ THOMAS R. MOORE by /s/ RANDALL C. KING
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Secretary Name: Randall C. King
Title: Senior Vice President
(Corporate Seal) PNC BANK CORP.,
Attest: as Guarantor,
/s/ THOMAS R. MOORE by /s/ RANDALL C. KING
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Secretary Name: Randall C. King
Title: Senior Vice President
(Corporate Seal) THE CHASE MANHATTAN BANK,
Attest: as Trustee,
/s/ N. RODRIGUEZ by /s/ WILLIAM G. KEENAN
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Title: Natalia Rodriguez Name: William Keenan
Trust Officer Title: Trust Officer