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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.
AS OF FEBRUARY 15, 1993, THE INDENTURE, DATED AS OF DECEMBER 1, 1991, RELATING
TO THIS SECURITY HAS BEEN AMENDED BY A SUPPLEMENTAL INDENTURE.
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PNC FUNDING CORP
6.95% NOTES DUE 2002
REGISTERED CUSIP 693476AM5
No. 1 $
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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 Million Dollars on September 1, 2002, and to pay
interest thereon from September 1, 1999, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
on March 1 and September 1 in each year, commencing March 1, 2000, and at
maturity, at the rate of 6.95% 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 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
February 15 or August 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. 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 Securities
of this series 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 of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan in the City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that each installment of
interest on this Security may be paid by mailing checks for such interest
payable to or upon the written order of the Holders of this Security entitled
thereto as they shall appear on the registry books of the Company.
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.
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This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), 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 (now known as PNC Bank Corp.) ("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, PNC Bank Corp.
(formerly known as PNC Financial Corp) ("Guarantor") and Chemical Bank
(successor by merger to Manufacturers Hanover Trust Company and now known as The
Chase Manhattan Bank) ("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 as provided in the Indenture) in aggregate
principal amount to $300,000,000.
The Securities of this series are not redeemable prior to their
Stated Maturity. The Notes of this series are not subject to any sinking fund.
If an Event of Default (as defined in the Indenture) with respect
to Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
The indebtedness of the Company evidenced by the Securities of this
series, including the principal thereof and interest thereon, shall, to the
extent and in the manner set forth in the Indenture, rank equally in right of
payment with each other and with all Senior Indebtedness of PNC Funding (as
defined in said 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 of this series,
including the principal thereof and interest thereon, also would rank equally in
right of payment with any borrowings under the $500 million credit facility
under an Amended and Restated Credit Agreement dated as of March 18, 1996, under
which no amounts are outstanding as of the date of this Security.
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
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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.
As provided in the Indenture and subject to certain limitations
therein set forth and to the limitations set forth in the legend on the first
page of this Security, the transfer of this Security is registrable in the
Security Register, upon due presentment of this Security for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company duly executed by, the registered
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.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.
This Security is a global security. 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 Depository 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)). The laws of
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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.
Neither the Company, the Trustee, any Issuing and Paying Agent or
any Security Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests in this Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
If the Depositary notifies the Company that it is unwilling, unable
or ineligible to continue as Depositary and a successor Depositary is not
appointed by the Company within 90 days after the Company receives such notice,
the Company will issue individual certificates evidencing the Securities
represented hereby in definitive form in exchange for this Security. 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.
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.
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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: September 1, 1999
PNC FUNDING CORP
By ___________________________
Name:
Title:
Attest:
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Name:
Title:
[SEAL]
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
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GUARANTEE OF
PNC BANK CORP.
FOR VALUE RECEIVED, PNC BANK CORP., a corporation duly organized
and existing under the laws of the Commonwealth of Pennsylvania (herein called
the "Guarantor"), hereby unconditionally guarantees to the holder of the
Security upon which this Guarantee is endorsed the due and punctual payment of
the principal and interest on said Security, when and as the same shall become
due and payable, whether by declaration thereof or otherwise, according to the
terms thereof and of the Indenture referred to therein. In case of default by
PNC Funding Corp (herein called the "Company") in the payment of any such
principal or interest, the Guarantor agrees duly and punctually to pay the same.
The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of said Security or said Indenture,
any failure to enforce the provisions of said Security or said Indenture, or any
waiver, modification or indulgence granted to the Company with respect thereto,
by the holder of said Security or the Trustee under said Indenture or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or guarantor. The Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to said Security or the indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Guarantee will not
be discharged except by payment in full of the principal of and premium, if any,
and interest on said Security.
The obligations of the Guarantor evidenced by this Guarantee are,
to the extent and in the manner set forth in said Indenture, equal in right of
payment with each other and with all Senior Indebtedness of PNC (as defined in
said Indenture), and each holder of Securities, by the acceptance hereof, agrees
to and shall be bound by such provisions of said Indenture. The obligations of
the Guarantor evidenced by this Guarantee shall also rank equally in right of
payment with the Guarantor's guarantees of PNC Funding's 5.43% Senior Notes Due
2000 and the following joint and several obligations of PNC and PNC Bancorp,
Inc. assumed in connection with the merger of Midlantic Corporation with PNC
Bancorp, Inc. at December 31, 1995: 9.25% Senior Notes Due 1999, 9.875%
Subordinated Capital Notes Due 1999, and 9.20% Subordinated Capital Notes Due
2001. Senior Indebtedness of PNC would also include any borrowings under the
$500 million credit facility under an Amended and Restated Credit Agreement
dated as of March 18, 1996, under which no amounts are outstanding as of the
dates of this Guarantee.
The Guarantor shall be subrogated to all rights of the holder of
said Security against the Company in respect of any amounts paid by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that
the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of
and premium, if any, and interest then due on all Securities issued under said
Indenture shall have been paid in full.
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This Guarantee shall not be valid or become obligatory for any
purpose until the certificate of authentication on the Security on which this
Guarantee is endorsed shall have been signed manually by the Trustee under the
Indenture referred to in said Security.
All terms used in this Guarantee which are defined in the
Indenture, dated as of December 1, 1991, among the Company, the Guarantor and
Manufacturers Hanover Trust Company, as Trustee (the term "Trustee" 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") shall have the meanings
assigned to them in the Indenture.
-- END OF PAGE --
[signatures appear on following page]
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IN WITNESS WHEREOF, PNC BANK CORP. has caused this Guarantee to be duly
executed by manual or facsimile signature under its corporate seal or a
facsimile thereof.
Dated: September 1, 1999
PNC BANK CORP.
By
---------------------------
Name:
Title:
Attest:
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Name:
Corporate Secretary
[SEAL]
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