Exhibit 4.1
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
NEITHER THIS NOTE NOR THE GUARANTEE INCLUDED HEREIN IS A BANK DEPOSIT OR INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER INSURER OR
GOVERNMENTAL AGENCY.
THE INDENTURE, DATED AS OF DECEMBER 1, 1991, RELATING TO THIS SECURITY, HAS BEEN
AMENDED BY A SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 15, 1993, AND FURTHER
AMENDED BY A SECOND SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 15, 2000.
PNC FUNDING CORP
FLOATING RATE SENIOR NOTES DUE 2004
REGISTERED CUSIP: 693476AS2
ISIN: US693476AS21
Common Code: 013819335
No. ____ $
PNC FUNDING CORP, a corporation duly organized and existing under the
laws of Pennsylvania (herein called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & Co., or registered assigns, the
principal sum of ______________ Dollars on October 29, 2004, and to pay interest
quarterly in arrears on January 29, April 29, July 29 and October 29 of each
year commencing January 29, 2002, each an "Interest Payment Date," and on the
maturity date, at a floating rate of three-month LIBOR plus 0.375%, until the
principal hereof is paid or made available for payment, and (to the extent that
the payment of such interest shall be legally enforceable) at the same rate per
annum on any overdue principal and premium and on any overdue installment of
interest. Interest shall accrue from October 30, 2001 to January 29, 2002,
excluding the first Interest Payment Date and then from, and including, the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for to, but excluding, the next Interest Payment Date or the
maturity date, as the case may be. Each of these periods is referred to as an
"interest period." Interest will be computed on the basis of a 360-day year for
the actual number of days elapsed. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date, subject to certain
exceptions, will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day, whether or not a Business Day, immediately preceding
such Interest Payment Date. However, interest payable on the maturity date will
be paid to the person to whom the principal will be payable. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to holders of the Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner acceptable to the
Trustee and not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.
The interest rate will be calculated by Deutsche Bank AG London, as
calculation agent, except that the interest rate in effect for the period from
October 30, 2001 to January 29, 2002 (the "initial interest rate") will be
established by the Company as the rate for deposits in U.S. dollars having a
maturity of three months commencing on October 30, 2001 that appears on Telerate
Page 3750 as of 11:00 a.m., London time, on
October 26, 2001. If no rate appears on Telerate Page 3750, as specified in the
preceding sentence, then the initial interest rate will be determined by the
Company in the manner described in clause (ii) below, except that the banks
referred to in such clause will be selected by the Company rather than the
calculation agent.
The calculation agent will reset the interest rate on each Interest Payment
Date, each of which is referred to as an "interest reset date." The second
London business day preceding an interest reset date will be the "interest
determination date" for that interest reset date. The interest rate in effect on
each date that is not an interest reset date will be the interest rate
determined as of the interest determination date pertaining to the immediately
preceding interest reset date. The interest rate in effect on any day that is an
interest reset date will be the interest rate determined as of the interest
determination date pertaining to that interest reset date, except that the
interest rate in effect for the period from and including October 30, 2001 to
January 29, 2002, the initial interest reset date, will be the initial interest
rate.
"LIBOR" will be determined by the calculation agent in accordance with the
following provisions:
(i) With respect to any interest determination date, LIBOR will be the
rate for deposits in U.S. dollars having a maturity of three months
commencing on the first day of the applicable interest period that appears
on Telerate Page 3750 as of 11:00 a.m., London time, on that interest
determination date. If no rate appears on that interest determination date,
LIBOR, in respect to that interest determination date, will be determined in
accordance with the provisions described in (ii) below.
(ii) With respect to an interest determination date on which no rate
appears on Telerate Page 3750, as specified in (i) above, the calculation
agent will request the principal London offices of each of four major
reference banks in the London interbank market, as selected by the
calculation agent, to provide the calculation agent with its offered
quotation for deposits in U.S. dollars for the period of three months,
commencing on the first day of the applicable interest period, to prime
banks in the London interbank market at approximately 11:00 a.m., London
time, on that interest determination date and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at
the time. If at least two quotations are provided, then LIBOR on that
interest determination date will be the arithmetic mean of those quotations.
If fewer than two quotations are provided, then LIBOR on the interest
determination date will be the arithmetic mean (rounded, if necessary, to
the nearest one-hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards) of the rates quoted at
approximately 11:00 a.m., New York City time, on the interest determination
date by three major banks in New York City selected by the calculation agent
for loans in U.S. dollars to leading European banks, having a three-month
maturity and in a principal amount that is representative for a single
transaction in U.S. dollars in that market at that time; provided, however,
that if the banks selected by the calculation agent are not providing
quotations in the manner described by this sentence, LIBOR for the interest
period commencing on the interest reset date following the interest
determination date will be LIBOR in effect on that interest determination
date.
2
"London business day" means any day on which dealings in U.S. dollars are
transacted in the London interbank market.
"Telerate Page 3750" means the display designated as "Page 3750" on the Dow
Jones Market Service or any successor page or service, for the purposes of
displaying the London interbank offered rates for U.S. dollar deposits.
For so long as the Securities are listed on the Luxembourg Stock
Exchange, the calculation agent will notify the Luxembourg Stock Exchange and
any holders of the Securities of the relevant interest rate, interest period and
interest (coupon) amount no later than the first business day following the
relevant interest reset date.
All payments of principal and interest in respect of the Securities
shall be made free and clear of, and without withholding or deduction for, any
taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or within the United States or any
authority therein or thereof having power to tax, unless such withholding or
deduction is required by law. In that event, the Company shall pay such
additional amounts as shall result in net receipt by the holders of the
Securities who are United States Aliens (as such term is defined below) of such
amounts as would have been received by them had no such withholding or deduction
been required, except that the foregoing obligation to pay additional amounts
shall not apply to:
(i) any tax, assessment or governmental charge that would not have
been so imposed but for the existence of any present or former
connection between such holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or holder of power over,
such holder, if such holder is an estate, trust, partnership or
corporation) and the United States, including, without
limitation, such holder (or fiduciary, settlor, beneficiary,
member, shareholder or holder of a power) being considered as:
(A) being or having been present or engaged in a trade or
business in the United States or having or having had a
permanent establishment therein;
(B) having a current or former relationship with the United
States, including a relationship as a citizen or
resident or being treated as a resident thereof;
(C) being or having been a personal holding company, a
controlled foreign corporation, a passive foreign
investment company, a foreign personal holding company
with respect to the United States, a corporation that
has accumulated earnings to avoid United States federal
income tax or a private foundation or other tax-exempt
organization; or
3
(D) an actual or a constructive "10 percent shareholder" of
the Company or the Guarantor as defined in Section
871(h)(3) of the United States Internal Revenue Code of
1986, as amended (the "Code");
(ii) any holder who is a fiduciary or partnership or other than the
sole beneficial owner of the Note, but only to the extent that a
beneficiary or settlor with respect to such fiduciary or member
of such partnership or a beneficial owner of the Note would not
have been entitled to the payment of an additional amount had
such beneficiary, settlor, member or beneficial owner been the
holder of such Note;
(iii) any tax, assessment or governmental charge that would not have
been imposed or withheld but for the failure of the holder, if
required, to comply with certification, identification or
information reporting or any other requirements under United
States income tax laws and regulations, without regard to any
tax treaty, with respect to the payment, concerning the
nationality, residence, identity or connection with the United
States of the holder or a beneficial owner of such Note, if such
compliance is required by United States income tax laws and
regulations, without regard to any tax treaty, as a precondition
to relief or exemption from such tax, assessment or governmental
charge;
(iv) any tax, assessment or governmental charge that would not have
been so imposed or withheld but for the presentation by the
holder of such Note for payment on a date more than 30 days
after the date on which such payment became due and payable or
the date on which payment thereof is duly provided for,
whichever occurs later;
(v) any estate, inheritance, gift, sales, transfer, excise, wealth
or personal property tax or any similar tax, assessment or
governmental charge;
(vi) any tax, assessment or governmental charge that is payable
otherwise than by withholding by the Company or a paying agent
from the payment of the principal of or interest on such Note;
(vii) any tax, assessment or governmental charge required to be
withheld by any paying agent from such payment of principal of
or interest on any Note, if such payment can be made without
such withholding by any other paying agent;
(viii) any tax required to be withheld or deducted from a payment to an
individual which is required to be made pursuant to any European
Union Directive on the taxation of savings implementing the
conclusion of the ECOFIN Council
4
meeting of 26-27th November, 2000 or any law implementing or
complying with, or introduced in order to conform to, such
Directive;
(ix) any Note presented for payment by or on behalf of a holder who
would have been able to avoid such withholding or deduction by
presenting the relevant Note to another paying agent in a Member
State of the European Union; or
(x) any combination of items (i), (ii), (iii), (iv), (v), (vi),
(vii), (viii) and/or (ix).
The term "United States" means the United States of America, the
Commonwealth of Puerto Rico and each possession of the United States of America
and place subject to its jurisdiction, and the term "United States Alien" means
any corporation, individual, estate or trust that, as to the United States, is
for United States federal income tax purposes (A) a foreign corporation, (B) a
non-resident alien individual or (C) a foreign estate or trust.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities" or "Notes"), issued and to be issued in
one or more series under an Indenture, dated as of December 1, 1991, among the
Company, PNC Financial Corp (also known as "PNC Bank Corp." and now known as
"The PNC Financial Services Group, Inc.") (the "Guarantor") and Manufacturers
Hanover Trust Company, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture) as amended by a Supplemental
Indenture dated as of February 15, 1993 by and among the Company, the Guarantor
and Chemical Bank (successor by merger to Manufacturers Hanover Trust Company
and now known as The Chase Manhattan Bank) ("Trustee"), and as further amended
by a Second Supplemental Indenture dated as of February 15, 2000 by and among
the Company, the Guarantor and the Trustee (such Indenture as amended being
herein called the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated above, initially limited (except as provided in the
Indenture) in aggregate principal amount to $600,000,000.
The Securities may be redeemed at the option of the Company in whole,
but not in part, at any time, on giving not less than 30 nor more than 60 days'
notice to the holders of the Securities (which notice shall be irrevocable), at
their principal amount (together with interest accrued to the date fixed for
redemption), if (i) the Company has or will become obliged to pay additional
amounts as a result of any change in, or amendment to, the laws or regulations
of the United States or any political subdivision or any authority thereof or
therein having power to tax, or any change in the application or official
interpretation of such laws or regulations, which change or amendment becomes
effective on or after the issue date of the Securities, and (ii) such obligation
cannot be avoided by the Company taking reasonable measures available to it,
provided that no such notice of redemption shall be given earlier than 90 days
prior to the earliest date on
5
which the Company would be obliged to pay such additional amounts were a payment
in respect of the Securities then due. Before the publication of any notice of
redemption pursuant to this paragraph, the Company shall deliver to the
principal paying agent a certificate signed by two officers of the Company
stating that the Company is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to the right of the
Company to so redeem have occurred, and an opinion of independent legal advisers
of recognized standing to the effect that the Company has or will become obliged
to pay such additional amounts as a result of such change or amendment. The
Securities are otherwise not redeemable at either the option of the Holder or by
the Company prior to the Stated Maturity thereof and are not subject to any
sinking fund.
If an Event of Default (as defined in the Indenture) with respect to
the Securities shall occur and be continuing, the principal of the Securities
may be declared due and payable in the manner and with the effect provided in
the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee hereinafter referred to, by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
The indebtedness of the Company evidenced by the Securities, including
the principal thereof and interest thereto, is, to the extent and in the manner
set forth in the Indenture, senior in right of payment to its obligations to
holders of Subordinated Debt Securities and Existing Company Subordinated
Indebtedness (each as defined in the Indenture) and shall rank pari passu in
right of payment with each other and with Senior Company Indebtedness (as
defined in said Indenture), as provided in the Indenture, and each Holder of
Securities, by the acceptance hereof, agrees to and shall be bound by such
provisions of the Indenture. The indebtedness of the Company evidenced by the
Securities, including the principal thereof and interest thereon, also shall
rank pari passu in right of payment with the Company's 6.95% Notes Due 2002,
Floating Rate Senior Notes Due 2003, 7.00% Notes Due 2004 and 5.75% Senior Notes
Due 2006, as provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the holders of the Securities of any
series under the Indenture at any time by the Company, the Guarantor and the
Trustee with the consent of the holders of a majority in principal amount of the
outstanding Securities of all series (voting as one class) to be affected by
such amendment or modification. The Indenture also contains provisions
permitting the holders of specified percentages in principal amount of the
Outstanding Securities of any series, on behalf of the holders of all Securities
of such series, to waive compliance by the Company 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
6
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is 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.
The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. This Security is a
global security, represented by one or more permanent global certificates
registered in the name of the nominee of The Depository Trust Company (each a
"Global Note and collectively, the "Global Notes"). Accordingly, unless and
until it is exchanged in whole or in part for individual certificates evidencing
the Securities represented hereby, this Security may not be transferred except
as a whole by The Depositary Trust Company (the "Depositary") to a nominee of
such Depositary or by a nominee of such Depositary or by the Depositary or any
nominee to a successor Depositary or any nominee of such successor. Ownership of
beneficial interests in this Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the applicable
Depositary or its nominee (with respect to interest of persons that have
accounts with the Depositary ("Participants") and the records of Participants
(with respect to interests of persons other than Participants)). Beneficial
interests in Securities by persons that hold through participants will be
evidenced only by, and transfers of such beneficial interests with such
participants will be effected only through, records maintained by such
participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
this Security. Except as provided below, owners of beneficial interests in this
Security will not be entitled to have any individual certificates and will not
be considered the owners or Holders thereof under the Indenture.
Except in the limited circumstances set forth herein, participants and
owners of beneficial interests in the Global Notes will not be entitled to
receive Securities in definitive form and will not be considered holders of
Securities. If the Depositary is at any time unwilling, unable or ineligible to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days, or an event of default has occurred and is continuing,
and the Depositary requests the issuance of certificated notes, the Company will
issue individual certificates evidencing the Securities represented hereby in
definitive form in exchange for this Security in registered form to each person
that the Depositary identifies as the beneficial owner of the Securities
represented by the Global Notes upon surrender by the Depositary of the Global
Notes. In addition, the Company may at any time and in its sole discretion
determine not to have any Securities represented by one or more global
securities and, in such event, will issue individual certificates evidencing
Securities in definitive form in exchange for this Security. In any such
instance, an owner of a beneficial interest in a Security will be entitled to
physical delivery in certificated form of Securities equal in principal amount
to such beneficial interest and to have such Securities registered in its name.
Securities so issued in
7
certificated form will be issued in denominations of $1,000 and any integral
multiple thereof and will be issued in registered form only, without coupons.
Neither the Company nor the principal paying agent will be liable for any delay
by the Depositary, its nominee or any direct or indirect participant in
identifying the beneficial owners of the related Securities. The Company and the
principal paying agent may conclusively rely on, and will be protected in
relying on, instructions from the Depositary or its nominee for all purposes,
including with respect to the registration and delivery, and the respective
principal amounts, of the Securities to be issued.
Except as provided herein, beneficial owners of Global Notes will not
be entitled to receive physical delivery of Securities in definitive form and no
Global Note will be exchangeable except for another Global Note of like
denomination and tenor to be registered in the name of the Depositary or its
nominee. Accordingly, each person owning a beneficial interest in a Global Note
must rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the Securities.
Beneficial interests in the Global Notes will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in the Depositary. Investors may
elect to hold interests in the Global Notes through either the Depositary (in
the United States) or Clearstream Banking Luxembourg S.A. ("Clearstream
Luxembourg") or the Euroclear System ("Euroclear") in Europe, either directly if
they are participants of such systems or indirectly through organizations that
are participants in such systems. Clearstream, Luxembourg and Euroclear will
hold interests on behalf of their participants through customers' securities
accounts in Clearstream, Luxembourg's and Euroclear's names on the books of
their U.S. depositaries, which in turn will hold such interests in customers'
securities accounts in the U.S. depositaries' names on the books of the
Depositary.
The laws of some jurisdictions may require that purchasers of
securities take physical delivery of those securities in definitive form.
Accordingly, the ability to transfer interests in the Securities represented by
a Global Note to those persons may be limited. In addition, because the
Depositary can act only on behalf of its participants, who in turn act on behalf
of persons who hold interests through participants, the ability of a person
having an interest in Securities represented by a Global Note to pledge or
transfer such interest to persons or entities that do not participate in the
Depositary's system, or otherwise to take actions in respect of such interest,
may be affected by the lack of a physical definitive security in respect of such
interest.
Neither the Company, the Trustee, the principal paying agent nor any
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of Securities by the
Depositary, Clearstream, Luxembourg, or Euroclear, or for maintaining,
supervising or reviewing any records of those organizations relating to the
Securities.
8
If the Company issues certificated Securities, holders may obtain
certificates at the offices of the Luxembourg paying and listing agent. The
Company will make those certificates available in Luxembourg at the time the
Company delivers certificates to the principal paying agent.
The Chase Manhattan Bank will act as the Company's principal paying agent
with respect to the Securities through its offices presently located at 450 West
33rd Street, New York, New York 10001. The Company may at any time rescind the
designation of a paying agent, appoint a successor paying agent, or approve a
change in the office through which any paying agent acts. For as long as the
Securities are listed on the Luxembourg Stock Exchange, the Company will
maintain a paying agent in Luxembourg with respect to the Securities. Deutsche
Bank Luxembourg SA, as the Luxembourg paying and listing agent, will act as the
Company's paying agent in Luxembourg with respect to the Securities through its
offices located at 2 Boulevard Konrad Adenauer, L-1115 Luxembourg. Payments of
interest and principal may be made by wire-transfer in immediately available
funds in U.S. dollars for Securities held in book-entry form or, at the
Company's option in the event the Securities are not represented by Global
Notes, by check mailed to the address of the person entitled to the payment as
it appears in the Security register. Payment of principal will be made upon the
surrender of the relevant Securities at the offices of the principal paying
agent or Luxembourg paying and listing agent.
For as long the Securities is listed on the Luxembourg Stock Exchange, the
Company will publish notice of any change in a paying agent with respect to the
Securities in a daily newspaper of general circulation in Luxembourg (which is
expected to be the Luxembourger Wort).
Notices to the holders of registered Securities will be mailed to them at
their respective addresses in the register of the Securities and will be deemed
to have been given on the fourth weekday (being a day other than Saturday or
Sunday) after the date of mailing. Notices to the holders of registered
Securities that are listed on the Luxembourg Stock Exchange will also be
published in a daily newspaper of general circulation in Luxembourg (which is
expected to be the Luxembourger Wort). For so long as the Securities are listed
on the Luxembourg Stock Exchange, any appointment of or change in the Luxembourg
paying and listing agent with respect to the Securities will be published in
Luxembourg in the manner set forth above.
The Indenture contains provisions setting forth certain conditions to
the institution of proceedings by the holders of Securities with respect to the
Indenture or for any remedy under the Indenture.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
-- END OF PAGE -
[signatures appear on following page]
9
IN WITNESS WHEREOF, PNC Funding Corp has caused this Note to be signed
in its name by its Chairman of the Board, President or any Executive or Senior
Vice President, and by its Secretary or an Assistant Secretary, or by facsimiles
of any of their signatures, and its corporate seal, or a facsimile thereof, to
be hereto affixed.
Dated: October 30, 2001
PNC FUNDING CORP
By
---------------------------------
Name: Robert L. Haunschild
Title: Chairman and President
Attest:
-------------------------------
Name: Thomas R. Moore
Title: Secretary
[SEAL]
10
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By
---------------------------------
Authorized Officer
11