Exhibit 4.2
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
5.75% SENIOR NOTES DUE 2006
REGISTERED CUSIP: 693476AR4
No. ___ ISIN: US693476AR48
Common Code: 013350639
$
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 August 1, 2006, and to pay interest
thereon from August 1, 2001, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually on February 1
and August 1 in each year, commencing February 1, 2002, and at maturity, at the
rate of 5.75% per annum, 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. 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 January 15 or July 15 (whether or not a Business Day),
as the case may be, next 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.
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, limited (except
with respect to further issuances and as provided in the Indenture) in aggregate
principal amount to $1,100,000,000.
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 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
2
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
Floating Rate Senior Notes Due 2004 (which are being issued simultaneously with
this Note), 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 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
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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 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.
4
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.
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).
5
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]
6
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]
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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
8