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Exhibit 4.8
SUPPLEMENTAL INDENTURE ("Supplemental Indenture")
dated as of February 15, 1993
to
INDENTURE ("Indenture")
dated as of December 1, 1991
by and among
PNC FUNDING CORP ("Company")
PNC BANK CORP. (formerly known as
PNC Financial Corp) ("Guarantor")
and
CHEMICAL BANK (successor by merger to
Manufacturers Hanover Trust Company) ("Trustee")
WHEREAS, Section 9.01(4) of the Indenture provides that the Indenture
may be supplemented without consent of the Holders of any Securities to, among
other things, make any provisions with respect to matters arising under the
Indenture, provided such provisions shall not adversely affect the interests of
the Holders of Securities of any series then Outstanding and Coupons, if any,
appertaining thereto; and
WHEREAS, the Company and the Guarantor desire to amend certain terms
of the Indenture with respect to any series of Subordinated Debt Securities and
Coupons, if any, appertaining thereto that may be issued in The future; and
WHEREAS, the Company, the Guarantor and the Trustee mutually covenant
and represent that they are duly authorized to execute this Supplemental
Indenture.
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NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH:
ARTICLE ONE
SECTION 1.01. Definitions.
Capitalized terms used herein and not otherwise defined herein are used
with the same meanings ascribed to such terms in the Indenture.
SECTION 1.02. Amendment to Section 1.01 of the
Indenture.
(a) Section 1.01 of the Indenture is hereby
amended by adding thereto the following new definitions
"Existing Company Subordinated Indebtedness" means the
Company's 9-7/8% Subordinated Notes Due 2001 and the CCNB Corporation
10.55% Equity Commitment Notes Due 1998 assumed by the Guarantor and
the Company.
"Existing Guarantor Subordinated Indebtedness" means the
Guarantor's 8-1/4% Convertible Subordinated Debentures Due 2008, the
Citizens Fidelity Corporation Convertible Subordinated Debentures Due
2005, the Guarantor's Guarantee of the Company's 9-7/8% Subordinated
notes Due 2001 and the CCNB Corporation 10.55% Equity Commitment Notes
Due 1998 assumed by the Guarantor and the Company.
"Other Company Obligations" means obligations of the Company
associated with derivative products such as interest rate and currency
exchange contracts, foreign exchange contracts, commodity contracts or
any similar arrangements, unless the instrument by which the Company
incurred, assumed or guaranteed the obligation expressly provides that
it is subordinate or junior in right of payment to any other
indebtedness or obligations of the Company.
"Other Guarantor Obligations" means obligations of the
Guarantor associated with derivative products such as interest rate and
currency exchange contracts, foreign exchange
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contracts, commodity contracts or any similar arrangements, unless the
instrument by which the Guarantor incurred, assumed or guaranteed the
obligation expressly provides that it is subordinate or junior in right
of payment to any other indebtedness or obligations of the Guarantor.
(b) Section 1.01 of the Indenture is hereby amended further by deleting
the definitions of "Senior Company Indebtedness" and "Senior Guarantor
Indebtedness" contained therein and replacing such definitions in their
entirety by the following:
"Senior Company Indebtedness" means the principal of and
premium, if any, and interest on (i) all indebtedness of the Company
for money borrowed, whether outstanding on the date of execution of
this Indenture or thereafter created, assumed or incurred, including
any series of Securities designated as Senior Debt Securities pursuant
to Section 3.01 hereof, and Coupons, if any, appertaining thereto
except (A) such indebtedness as is by its terms expressly stated not to
be superior in right of payment to any series of Securities designated
as Subordinated Debt Securities pursuant to Section 3.01 hereof or to
rank pari passu with any series of Securities designated as
Subordinated Debt Securities pursuant to Section 3.01 hereof, and (B)
any series of Securities designated as Subordinated Debt Securities
pursuant to Section 3.01 hereof, the Company's 9-7/8% Subordinated
Notes Due 2001, and the CCNB Corporation 10.55% Equity Commitment Notes
Due 1998 assumed by the Guarantor and the Company, and (ii) any
deferrals, renewals or extensions of any such Senior Company
Indebtedness. The term "indebtedness for money borrowed" means any
obligation of, or any obligation guaranteed by, the Company for the
repayment of money borrowed, whether or not evidenced by bonds,
debentures, notes or other written instruments, any capitalized lease
obligation and any deferred obligation for payment of the purchase
price of any property or assets.
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"Senior Guarantor Indebtedness" means the principal of and premium, if
any, and interest on (i) all indebtedness of the Guarantor for money
borrowed, whether outstanding on the date of execution of this
Indenture or thereafter created, assumed or incurred, including the
Guarantees of any series of Securities designated as Senior Debt
Securities pursuant to Section 3.01 hereof, and Coupons, if any,
appertaining thereto except (A) such indebtedness as is by its terms
expressly stated not to be superior in right of payment to the
Guarantees of any series of Securities designated as Subordinated Debt
Securities pursuant to Section 3.01 hereof or to rank pari passu with
the Guarantees of any series of Securities designated as Subordinated
Debt Securities pursuant to Section 3.01 hereof, (B) the Guarantor's
8-1/4% Convertible Subordinated Debentures Due 2008, the Guarantor's
Floating Rate Subordinated Notes Due 1997 and the Citizens Fidelity
Corporation Convertible Subordinated Debentures Due 2005, and (C) the
Guarantees of any series of Securities designated as Subordinated Debt
Securities pursuant to Section 3.01 hereof, the Guarantees of the
Company's 9-7/8% Subordinated Notes Due 2001, and the CCNB Corporation
10.55% Equity Commitment Notes Due 1998 assumed by the Guarantor and
the Company, and (ii) any deferrals, renewals or extensions of any such
Senior Guarantor Indebtedness. The term "indebtedness for money
borrowed" means any obligation of, or any obligation guaranteed by the
Guarantor for the repayment of money borrowed, whether or not evidenced
by bonds, debentures, notes or other written instruments, any
capitalized lease obligation and any deferred obligation for payment of
the purchase price of any property or assets.
ARTICLE TWO
SECTION 2.01. Addition of Section 5.10 to the
Indenture .
Section 5.10 to be entitled "Limitation on the Covenant Concerning Sale
or Issuance of voting Shares of
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Principal Subsidiary Bank" is hereby added to the Indenture reading in full as
follows:
"(a) Notwithstanding Section 5.06, the Guarantor shall be obligated to
comply with the covenant set forth in Section 5.06 of the Indenture, entitled
"Limitation on Sale or Issuance of Voting Shares of Principal Subsidiary
Banks," only for so long as there shall be issued and outstanding any Senior
Debt Securities and Coupons, if any, appertaining thereto, and no breach of
such covenant shall constitute a Default with respect to any series of
Subordinated Debt Securities pursuant to Section 7.01(c) of the Indenture.
(b) Notwithstanding Section 5.09, the Guarantor may omit in respect of
any series of Subordinated Debt Securities to comply with the covenant set
forth in Section 5.06 of the Indenture, entitled "Limitation on Sale or
Issuance of Voting Shares of Principal Subsidiary Banks" without obtaining a
waiver from any Holders of Subordinated Debt Securities."
ARTICLE THREE
SECTION 3.01. Replacement of Article Twelve,
Subordination.
Article Twelve of the Indenture shall be deleted in its entirety and
shall be replaced with the following:
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"ARTICLE TWELVE
SUBORDINATION
SECTION 12.01. Subordinated Debt Securities
Subordinated to Senior Company
Indebtedness.
The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of Subordinated Debt Securities and Coupons, if any,
appertaining thereto by his acceptance thereof, likewise covenants and agrees,
that the payment of the principal of and interest on each and all of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all Senior Company
Indebtedness, subject to Section 12.13.
SECTION 12.02. Payments upon Dissolution of
the Company.
Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company, whether in
bankruptcy, insolvency, reorganization or receivership proceedings or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Company or otherwise (subject to the power of a court of
competent jurisdiction to make other equitable provision reflecting the rights
conferred in this Indenture or any supplemental indenture issued pursuant to
Section 3.01 upon the Senior Company Indebtedness and the holders thereof with
respect to the Subordinated Debt Securities and Coupons, if any, appertaining
thereto and the Holders thereof by a lawful plan of reorganization under
applicable bankruptcy law),
(i) the holders of all Senior Company Indebtedness shall first
be entitled to receive payment in full in accordance with the terms of
such Senior Company Indebtedness of the principal thereof, premium, if
any, and the interest due thereon (including interest accruing
subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy,
insolvency, or similar law now or hereafter in effect) before the
Holders of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto are
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entitled to receive any payment upon the principal of or premium, if
any, or interest on indebtedness evidenced by the Subordinated Debt
Securities and Coupons, if any, appertaining thereto;
(ii) any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to
which the Holders of the Subordinated Debt Securities and Coupons, if
any, appertaining thereto would be entitled except for the provisions
of this Article Twelve, including any such payment or distribution
which may be payable or deliverable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of
the Subordinated Debt Securities and Coupons, if any, appertaining
thereto, shall be paid by the liquidating trustee or agent or other
person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to
the holders of Senior Company Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under
which any instruments evidencing any of such Senior Company
Indebtedness may have been issued, in accordance with the priorities
then existing among holders of Senior Company Indebtedness for payment
of the aggregate amounts remaining unpaid on account of the principal,
premium, if any, and interest (including interest accruing subsequent
to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy,
insolvency, or similar law now or hereafter in effect) on the Senior
Company Indebtedness held or represented by each, to the extent
necessary to make payment in full of all Senior Company Indebtedness
remaining unpaid, after giving effect to any concurrent payment or
distribution to the holders of such Senior Company Indebtedness; it
being understood that if the Holders of the Subordinated Debt
Securities and Coupons, if any, appertaining thereto shall fail to file
a proper claim in the form required by any proceeding referred to in
this subparagraph (ii) prior to 30 days before the expiration of the
time to file such claim or claims, then the holders of Senior Company
Indebtedness are hereby authorized to file an appropriate claim or
claims for and on behalf of the Holders of the Subordinated Debt
Securities
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and Coupons, if any, appertaining thereto, in the form required in any
such proceeding; and
(iii) in the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, including any such
payment or distribution which may be payable or deliverable by reason
of the payment of any other indebtedness of the Company being
subordinate to the payment of the Subordinated Debt Securities and
Coupons, if any, appertaining thereto shall be received by the Trustee
or Holders of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto before all Senior Company Indebtedness is paid in
full, such payment or distribution shall be paid over to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other Person making payment of assets of the Company for all senior
Company Indebtedness remaining unpaid until all such Senior Company
Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution to the holders of such Senior
Company Indebtedness.
Subject to the payment in full of all Senior Company Indebtedness, the Holders
of the Subordinated Debt Securities and Coupons, if any, appertaining thereto
shall be subrogated to the rights of the holders of Senior Company Indebtedness
to receive payments or distributions of cash, property or securities of the
Company applicable to the Senior Company Indebtedness until the principal of
and premium, if any, and interest on the Subordinated Debt Securities and
Coupons, if any, appertaining thereto shall be paid in full and no such
payments or distributions to holders of such Senior Company Indebtedness to
which the Holders of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto would be entitled except for the provisions hereof of
cash, property or securities otherwise distributable to the Senior Company
Indebtedness shall, as between the Company, its creditors, other than the
holders of Senior Company Indebtedness, and the Holders of the Subordinated
Debt Securities and Coupons, if any, appertaining thereto, be deemed to be a
payment by the Company to or on account of the Senior Company Indebtedness. It
is understood that the provisions of this Article Twelve (other than Sections
12.04, 12.05 and 12.06) are and are intended solely for the purpose of defining
the relative rights
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of the Holders of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto, on the one hand, and the holders of Senior Company
Indebtedness, and in the case of Section 12.13, the holders of Existing Company
Subordinated Indebtedness and creditors in respect of Other Company
Obligations, on the other hand. Nothing contained in this Article Twelve or
elsewhere in his Indenture, any supplemental indenture issued pursuant to
Section 3.01, or in the Subordinated Debt Securities and Coupons, if any,
appertaining thereto is intended to or shall impair, as between the Company,
its creditors, other than the holders of Senior Company Indebtedness or Other
Company Obligations, and the Holders of the Subordinated Debt Securities and
Coupons, if any, appertaining hereto the obligation of the Company, which is
unconditional and absolute, to pay to the Holders of the Subordinated Debt
Securities and Coupons, if any, appertaining thereto the principal of, premium,
if any, and interest on the Subordinated Debt Securities and Coupons, if any,
appertaining thereto as and when the same shall become due and payable in
accordance with their terms or to affect he relative rights of the Holders of
the Subordinated Debt Securities and Coupons, if any, appertaining thereto and
creditors of the Company, other than the holders of the Senior Company
Indebtedness and of Existing Company Subordinated Indebtedness, nor shall
anything herein or in the Subordinated Debt Securities and Coupons, if any,
appertaining thereto prevent the Trustee or the Holder of any Subordinated Debt
Securities and Coupons, if any, appertaining thereto from exercising all
remedies otherwise permitted by applicable law upon Default under this
Indenture, subject to the rights, if any, under this Article Twelve of the
holders of Senior Company Indebtedness and of creditors in respect of Other
Company Obligations, in respect of cash, property or securities of the Company
received upon the exercise of any such remedy. Upon any payment or distribution
of assets of the Company referred to in this Article Twelve, the Trustee and
the Holders of the Subordinated Debt Securities and Coupons; if any,
appertaining hereto shall be entitled to rely upon any order or decree of a
court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceeding is pending or upon a certificate of
the liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of the Subordinated Debt Securities and Coupons, if
any, appertaining thereto for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of the Senior Company
Indebtedness, Other Company Obligations, and other
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indebtedness of the Company, the amount hereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Twelve. In the absence of any such liquidating trustee, agent
or other person, the Trustee shall be entitled to rely upon a written notice by
a Person representing himself to be a holder of Senior Company Indebtedness or
Other Company Obligations (or a trustee or representative on behalf of such
holder) as evidence that such Person is a holder of Senior Company Indebtedness
or Other Company Obligations (or is such a trustee or representative). In the
event that the Trustee determines, in good faith, that further evidence is
required with respect to the right of any Person, as a holder of Senior Company
Indebtedness or Other Company Obligations, to participate in any payment or
distribution pursuant to this Article Twelve, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Company Indebtedness or Other Company Obligations held by
such Person, as to the extent to which such Person is entitled to participation
in such payment or distribution, and as to other facts pertinent to the rights
of such Person under this Article Twelve, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.
With respect to the holders of Senior Company Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of Senior Company Indebtedness shall be
read into this Article 12 against the Trustee; provided that nothing contained
herein shall derogate from covenants or obligations contained in this
Indenture, or any supplemental indenture issued pursuant to Section 3.01, with
respect to Senior Company Indebtedness that is issued as a series of Securities
under this Indenture. The Trustee, however, shall not be deemed to owe any
fiduciary duty to the holders of Senior Company Indebtedness by reason of the
execution of this Indenture, or any supplemental indenture issued pursuant to
Section 3.01, and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to or on behalf of Holders of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto or the
Company moneys or assets to which any holders of Senior Company Indebtedness
shall be entitled by virtue of this Article Twelve.
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SECTION 12.03. No Payment when Senior Company
Indebtedness in Default.
In the event and during the continuation of any default in the payment
of principal of, or premium, if any, or interest on, any Senior Company
Indebtedness, beyond any applicable period of grace, or in the event that any
event of default with respect to any Senior Company Indebtedness shall have
occurred and be continuing, or would occur as a result of the payment referred
to hereinafter, permitting the holders of such Senior Company Indebtedness (or
a trustee on behalf of the holders thereof) to accelerate the maturity thereof,
then, unless and until such default or event of default shall have been cured
or waived or shall have ceased to exist, no payment or principal of or interest
on the Subordinated Debt Securities and Coupons, if any, appertaining thereto,
or in respect of any retirement, purchase or other acquisition of any of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto, shall
be made by the Company.
SECTION 12.04. Guarantees of Subordinated Debt
Securities Subordinated to Senior
Guarantor Indebtedness.
The Guarantor, for itself, its successors and assigns, covenants and
agrees, and each Holder of Guarantees of Subordinated Debt Securities and
Coupons, if any, appertaining thereto by his acceptance thereof likewise
covenants and agrees, that the payment of the principal of and interest on each
and all of the Subordinated Debt Securities and Coupons, if any, appertaining
thereto pursuant to the Guarantees thereof is hereby expressly subordinated, to
the extent and in the manner hereinafter set forth, in right of payment to the
prior payment in full of all Senior Guarantor Indebtedness, subject to Section
12.14.
SECTION 12.05. Payments upon Dissolution of the
Guarantor.
Upon any distribution of assets of the Guarantor upon any dissolution,
winding up, liquidation or reorganization of the Guarantor, whether in
bankruptcy, insolvency, reorganization or receivership proceedings or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of
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the Guarantor or otherwise (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture or any supplemental indenture issued pursuant to Section 3.01
upon the Senior Guarantor Indebtedness and the holders thereof with respect to
the Guarantees of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto and the Holders thereof by a lawful plan of reorganization
under applicable bankruptcy law),
(i) the holders of all Senior Guarantor Indebtedness shall
first be entitled to receive payment in full in accordance with the
terms of such Senior Guarantor Indebtedness of the principal thereof,
premium, if any, and the interest due thereon (including interest
accruing subsequent to the commencement of any proceeding for the
bankruptcy or reorganization of the Guarantor under any applicable
bankruptcy, insolvency, or similar law now or hereafter in effect)
before the Holders of the Guarantees of the Subordinated Debt
Securities and Coupons, if any, appertaining thereto are entitled to
receive any payment upon the principal of or premium, if any, or
interest on indebtedness evidenced by the Subordinated Debt Securities
and Coupons, if any, appertaining thereto pursuant to the Guarantees
thereof;
(ii) any payment or distribution of assets of the Guarantor of
any kind or character, whether in cash, property or securities, to
which the Holders of the Guarantees of the Subordinated Debt Securities
and Coupons, if any, appertaining thereto or the Trustee would be
entitled except for the provisions of this Article Twelve, including
any such payment or distribution which may be payable or deliverable by
reason of the payment of any other indebtedness of the Guarantor being
subordinated to the payment of the Guarantees of the Subordinated Debt
Securities and Coupons, if any, appertaining thereto, shall be paid by
the liquidating trustee or agent or other person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee or otherwise, directly to the holders of Senior
Guarantor Indebtedness or their representative or representatives or to
the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Guarantor Indebtedness may have been
issued, in accordance
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with the priorities then existing among holders of Senior Guarantor
Indebtedness for payment of the aggregate amounts remaining unpaid on
account of the principal, premium, if any, and interest (including
interest accruing subsequent to the commencement of any proceeding for
the bankruptcy or reorganization of the Company under any applicable
bankruptcy, insolvency, or similar law now or hereafter in effect) on
the Senior Guarantor Indebtedness held or represented by each, to the
extent necessary to make payment in full of all Senior Guarantor
Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Guarantor
Indebtedness; it being understood that if the Holders of the Guarantees
of the Subordinated Debt Securities and Coupons, if any, appertaining
thereto shall fail to file a proper claim in the form required by any
proceeding referred to in this subparagraph (ii) prior to 30 days
before the expiration of the time to file such claim or claims, then
the holders of Senior Guarantor Indebtedness are hereby authorized to
file an appropriate claim or claims for and on behalf of the Holders of
the Guarantees of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto, in the form required in any such proceeding; and
(iii) in the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Guarantor of any kind or
character, whether in cash, property or securities, including any such
payment or distribution which may be payable or deliverable by reason
of the payment of any other indebtedness of the Guarantor being
subordinate to the payment of the Guarantees of the Subordinated Debt
Securities and Coupons, if any, appertaining thereto shall be received
by the Trustee or Holders of the Guarantees of the Subordinated Debt
Securities and Coupons, if any, appertaining thereto before all Senior
Guarantor Indebtedness is paid in full, such payment or distribution
shall be paid over to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment of
assets of the Guarantor for all Senior Guarantor Indebtedness remaining
unpaid until all such Senior Guarantor Indebtedness shall have been
paid in full, after giving effect to any
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concurrent payment or distribution to the holders
of such senior Guarantor Indebtedness.
Subject to the payment in full of all Senior Guarantor Indebtedness, the
Holders of the Guarantees of the Subordinated Debt Securities and Coupons, if
any, appertaining thereto shall be subrogated to the rights of the holders of
Senior Guarantor Indebtedness to receive payments or distributions of cash,
property or securities of the Guarantor applicable to the Senior Guarantor
Indebtedness until the principal of and premium, if any, and interest on the
Guarantees of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto shall be paid in full and no such payments or
distributions to holders of such Senior Guarantor Indebtedness to which the
Holders of the Guarantees of the Subordinated Debt Securities and Coupons, if
any, appertaining thereto would be entitled except for the provisions hereof of
cash, property or securities otherwise distributable to the Senior Guarantor
Indebtedness shall, as between the Guarantor, its creditors, other than the
holders of Senior Guarantor Indebtedness, and the Holders of the Guarantees of
the Subordinated Debt Securities and Coupons, if any, appertaining thereto, be
deemed to be a payment by the Guarantor to or on account of the Senior
Guarantor Indebtedness. It is understood that the provisions of this Article
Twelve (other than Sections 12.01, 12.02 and 12.03) are and are intended solely
for the purpose of defining the relative rights of the Holders of the
Guarantees of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto, on the one hand, and the holders of Senior Guarantor
Indebtedness, and in the case of Section 12.14, the holders of Existing
Guarantor Subordinated Indebtedness and creditors in respect of Other Guarantor
Obligations, on the other hand. Nothing contained in this Article Twelve or
elsewhere in this Indenture, any supplemental indenture issued pursuant to
Section 3.01, or in the Subordinated Debt Securities and Coupons, if any,
appertaining thereto or the Guarantees thereof is intended to or shall impair,
as between the Guarantor, its creditors, other than the holders of Senior
Guarantor Indebtedness or Other Guarantor Obligations, and the Holders of the
Guarantees of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto the obligation of the Guarantor, which is unconditional
and absolute, to pay to the Holders of the Guarantees of the Subordinated Debt
Securities and Coupons, if any, appertaining thereto the principal, premium, if
any, and interest on the Subordinated Debt Securities and Coupons, if any,
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appertaining thereto, pursuant to the Guarantees thereof, as and when the same
shall become due and payable in accordance with their terms or to affect the
relative rights of the Holders of the Guarantees of the Subordinated Debt
Securities and Coupons, if any, appertaining thereto and creditors of the
Guarantor, other than the holders of the Senior Guarantor Indebtedness and of
Existing Guarantor Subordinated Indebtedness, nor shall anything herein or in
the Subordinated Debt Securities and Coupons, if any, appertaining thereto or
the Guarantees thereof prevent the Trustee or the Holder of any Guarantee of
the Subordinated Debt Securities and Coupons, if any, appertaining thereto from
exercising all remedies otherwise permitted by applicable law upon Default
under this Indenture, subject to the rights, if any, under this Article Twelve
of the holders of Senior Guarantor Indebtedness and of creditors in respect of
Other Guarantor Obligations in respect of cash, property or securities of the
Guarantor received upon the exercise or any such remedy. Upon any payment or
distribution of assets of the Guarantor referred to in this Article Twelve, the
Trustee and the Holders of the Guarantees of the Subordinated Debt Securities
and Coupons, if any, appertaining thereto shall be entitled to rely upon any
order or decree of a court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceeding is pending or upon a
certificate of the liquidating trustee or agent or other Person making any
distribution to the Trustee or to the Holders of the Guarantees of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the senior Guarantor Indebtedness, or Other
Guarantor Obligations, and other indebtedness of the Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Twelve. In the absence
of any such liquidating trustee, agent or other person, the Trustee shall be
entitled to rely upon a written notice by a Person representing himself to be a
holder of Senior Guarantor Indebtedness or Other Guarantor Obligations (or a
trustee or representative on behalf of such holder) as evidence that such
Person is a holder of Senior Guarantor Indebtedness or Other Guarantor
Obligations (or is such a trustee or representative). In the event that the
Trustee determines, in good faith, that further evidence is requited with
respect to the right of any Person, as a holder of Senior Guarantor
Indebtedness or Other Guarantor Obligations, to participate in any payment or
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distribution pursuant to this Article Twelve, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Guarantor Indebtedness or Other Guarantor Obligations-held
by such Person, as to the extent to which such Person is entitled to
participation in such payment or distribution, and as to other facts pertinent
to the rights of such Person under this Article Twelve, and if such evidence is
not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.
With respect to the holders of Senior Guarantor Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Guarantor
Indebtedness shall be read into this Article Twelve against the Trustee;
provided that nothing contained herein shall derogate from covenants or
obligations contained in this Indenture, or any supplemental indenture issued
pursuant to Section 3.01, with respect to Senior Guarantor Indebtedness that is
issued as a series of Securities under this Indenture. The Trustee, however,
shall not be deemed to owe any fiduciary duty to the holders of Senior
Guarantor Indebtedness by reason of the execution of this Indenture, or any
supplemental indenture issued pursuant to Section 3.01, and shall not be liable
to any such holders if it shall mistakenly pay over or distribute to or on
behalf of Holders of the Guarantees of the Subordinated Debt Securities and
Coupons, if any, appertaining thereto or the Guarantor moneys or assets to
which any holders of Senior Guarantor Indebtedness shall be entitled by virtue
of this Article Twelve.
SECTION 12.06. No Payment When Senior Guarantor
Indebtedness in Default.
In the event and during the continuation of any default in the payment
of principal of, or premium, if any, or interest on, any Senior Guarantor
Indebtedness, beyond any applicable period of grace, or in the event that any
event of default with respect to any Senior Guarantor Indebtedness shall have
occurred and be continuing, or would occur as a result of the payment referred
to hereinafter, permitted the holders of such Senior Guarantor Indebtedness (or
a trustee on behalf of the holders thereof) to accelerate the maturity thereof,
then, unless and until such default or event of default
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shall have been cured or waived or shall have ceased to exist, no payment or
principal of or interest on the Subordinated Debt Securities and Coupons, if
any, appertaining thereto, or in respect of any retirement, purchase or other
acquisition of any of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto, pursuant to the Guarantees thereof, shall be made by the
Guarantor.
SECTION 12.07. No Impairment of Holders' Rights.
Nothing contained in this Indenture, any supplemental indenture issued
pursuant to Section 3.01, or in any of the Subordinated Debt Securities or
Coupons, if any, appertaining thereto or the Guarantees thereof shall (i)
impair, as between the Company and Holders of the Subordinated Debt Securities
and Coupons, if any, appertaining thereto, or as between the Guarantor and the
Holders of the Guarantees of the Subordinated Debt Securities and Coupons, if
any, appertaining thereto, the obligations of the Company or Guarantor, as the
case may be, to make, or prevent the Company or Guarantor from making, at any
time except as provided in Sections 12.02, 12.03, 12.05, 12.06, 12.13 and
12.14, payments of principal, premium, if any, or interest (including interest
accruing subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company or Guarantor under any applicable bankruptcy,
insolvency, or similar law now or hereafter in effect) on the Subordinated Debt
Securities and Coupons, if any, appertaining thereto, and the Guarantees
thereof as and when the same shall become due and payable in accordance with
the terms of the Subordinated Debt Securities and Coupons, if any, appertaining
thereto and the Guarantees thereof (ii) affect the relative rights of the
Holders of the Subordinated Debt Securities and Coupons, if any, appertaining
thereto and creditors of the Company other than the holders of the Senior
Company Indebtedness or of Other Company Obligations or the relative rights of
the Holders of the Guarantees of the Subordinated Debt Securities and Coupons,
if any, appertaining thereto and creditors of the Guarantor other than the
holders of Senior Guarantor Indebtedness or of Other Guarantor Obligations,
(iii) prevent the Holder of any Subordinated Debt Securities and Coupons, if
any, appertaining thereto or Guarantee thereof or the Trustee from exercising
all remedies otherwise permitted by applicable law upon default thereunder,
subject to the rights, if any, under this Article Twelve of the holders of
Senior Company Indebtedness or of Other Company
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Obligations in respect of cash, property or securities of the Company received
upon the exercise of such remedy and the holders of Senior Guarantor
Indebtedness or of Other Guarantor obligations in respect of cash, property or
securities of the Guarantor received upon the exercise of such remedy, or (iv)
prevent the application by the Trustee or any Paying Agent of any moneys
deposited with it hereunder to the payment of or on account of the principal of
or premium, if any, or interest on the Subordinated Debt Securities and
Coupons, if any, appertaining thereto or prevent the receipt by the Trustee or
any Paying Agent of such moneys, if, prior to the third Business Day prior to
such deposit, the Trustee or such Paying Agent did not have written notice of
any event prohibiting The making of such deposit by the Company or the
Guarantor.
SECTION 12.08. Effectuation of Subordination
by Trustee.
Each Holder of Subordinated Debt Securities and Coupons, if any,
appertaining thereto by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article Twelve and appoints
the Trustee his attorney-in-fact for any and all such purposes.
SECTION 12.09. Knowledge of Trustee.
Notwithstanding the provisions of this Article or any other provisions
of this Indenture or any supplemental indenture issued pursuant to Section
3.01, neither the Trustee nor any Paying Agent shall be charged with knowledge
of the existence of any Senior Company Indebtedness or any Senior Guarantor
Indebtedness (other than Senior Company Indebtedness or Senior Guarantor
Indebtedness issued under this Indenture or any supplemental indenture issued
pursuant to Section 3.01) or any Other Company Obligations or any Other
Guarantor Obligations or of any event which would prohibit the making of any
payment or moneys to or by the Trustee or such Paying Agent, unless and until a
Responsible officer of the Trustee or such Paying Agent shall have received
written notice thereof from the Company or from the holder of any Senior
Company Indebtedness or Senior Guarantor Indebtedness or any Other Company
Obligations or any Other Guarantor Obligations or from the representative of
any such holder.
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SECTION 12.10. Trustee's Relation to Senior Company
Indebtedness, Senior Guarantor
Indebtedness, Other Company Obligations
or Other Guarantor Obligations.
The Trustee shall be entitled to all of the rights set forth in this
Article in respect of any Senior Company Indebtedness or Senior Guarantor
Indebtedness or any Other Company Obligations or any Other Guarantor
Obligations at any time held by it in its individual capacity to the same
extent as any other holder of such Senior Company Indebtedness or Senior
Guarantor Indebtedness or any Other Company Obligations or any Other Guarantor
Obligations, and nothing in this Indenture or any supplemental indenture issued
pursuant to Section 3.01 shall be construed to deprive the Trustee of any of
its rights as such holder.
SECTION 12.11. No Waiver of Default or
Event of Default.
The failure to make a payment pursuant to the Subordinated Debt
Securities and Coupons, if any, appertaining thereto by reason of any provision
in this Article shall not be construed as preventing the occurrence of a
Default or any Event of Default.
SECTION 12.12. Claims of the Trustee.
Nothing contained in this Article Twelve shall apply to the claims of,
or payments to, the Trustee under or pursuant to Section 8.07.
SECTION 12.13. Subordinated Debt Securities to Rank
Pari Passu with Existing Company
Subordinated Indebtedness; Payment of
Proceeds in Certain Cases.
(a) Subject to the provisions of this Section and to any provisions
established or determined with respect to Securities of any series pursuant to
Section 3.01, the Subordinated Debt Securities and Coupons, if any,
appertaining thereto shall rank pari passu in right of payment with the
Existing Company Subordinated Indebtedness.
(b) Upon the occurrence of any of the events specified in Section
12.02, the provisions of that
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Section and the corresponding provisions of each indenture or other instrument
or document establishing or governing the terms of any Existing Company
Subordinated Indebtedness shall be given affect on a pro rata basis to
determine the amount of cash, property or securities which may be payable or
deliverable as between the holders of Senior Company Indebtedness, on the one
hand, and the Holders of Subordinated Debt Securities and Coupons, if any,
appertaining thereto and holders of Existing Company Subordinated Indebtedness,
on the other hand.
(c) If, after giving effect to the provisions of Section 12.02 and the
respective corresponding provisions of each indenture or other instrument or
document establishing or governing the terms of any Existing Company
Subordinated Indebtedness on such pro rata basis, any amount of cash property
or securities shall be available for payment or distribution in respect of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto ("Excess
Proceeds"), and any creditors in respect of Other Company Obligations shall not
have received payment in full of all amounts due or to become due on or in
respect of such Other Company Obligations (and provision shall not have been
made for such payment in money or money's worth), then such Excess Proceeds
shall first be applied (ratably with any amount of cash, property or securities
available for payment or distribution in respect of any other indebtedness of
the Company that by its express terms provides for the payment over of amounts
corresponding to Excess Proceeds to creditors in respect of Other Company
Obligations) to pay or provide for the payment of the Other Company Obligations
remaining unpaid, to the extent necessary to pay all Other Company Obligations
in full, after giving effect to any concurrent payment or distribution to or
for creditors in respect of Other Company Obligations. Any Excess Proceeds
remaining after the payment (or provision for payment) in full of all Other
Company Obligations shall be available for payment or distribution in respect
of the Subordinated Debt Securities and Coupons, if any, appertaining thereto.
(d) In the event that, notwithstanding the foregoing provisions of
subsection (c) of this Section, the Trustee or Holder of any Subordinated Debt
Securities or Coupons, if any, appertaining thereto shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, before all Other Company Obligations
are paid in full or payment thereof
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duly provided for, and if such fact shall, at or prior to the time of such
payment or distribution have been made known to the Trustee or, as the case may
be, such Holder, then and in such event, subject to any obligation that the
Trustee or such Holder may have pursuant to Section 12.02, such payment or
distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of asset of the Company for payment in
accordance with subsection (c).
(e) Subject to the payment in full of all Other Company Obligations,
the Holders of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto shall be subrogated (equally and ratably with the holders
of all indebtedness of the Company that by its express terms provides for the
payment over of amounts corresponding to Excess Proceeds to creditors in
respect of Other Company Obligations and is entitled to like rights of
subrogation) to the rights of the creditors in respect of Other Company
Obligations to receive payments and distributions of cash, property and
securities applicable to the Other Company Obligations until the principal of
and interest on the Subordinated Debt Securities and Coupons, if any,
appertaining thereto shall be paid in full. For purposes of such subrogation,
no payments or distributions to creditors in respect of Other Company
Obligations of any cash, property or securities to which Holders of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto or the
Trustee would be entitled except for the provisions of this Section, and no
payments over pursuant to the provisions of this Section to creditors in
respect of Other Company Obligations by Holders of Subordinated Debt Securities
and Coupons, if any, appertaining thereto or the Trustee, shall, as among the
Company, its creditors other than creditors in respect of Other Company
Obligations and the Holders of Subordinated Debt Securities and Coupons, if
any, appertaining thereto be deemed to be a payment or distribution by the
Company to or on account of the Other Company Obligations.
(f) The provisions of subsection (c), (d) and (e) of this Section are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Subordinated Debt Securities and Coupons, if any, appertaining
thereto, on the one hand, and the creditors in respect of Other Company
Obligations, on the other hand, after giving effect to the rights of the
holders of Senior Company Indebtedness, as provided in this
22
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Article. Nothing contained in subsections (c), (d) and (e) of this Section is
intended to or shall affect the relative rights against the Company of the
Holders of the Subordinated Debt Securities and Coupons, if any, appertaining
thereto and (1) the holders of Senior Company Indebtedness, (2) the holders of
Existing Company Subordinated Indebtedness or (3) other creditors of the
Company other than creditors in respect of Other Company Obligations.
SECTION 12.14. Guarantees of Subordinated Debt
Securities to Rank Pari Passu with
Existing Guarantor Subordinated
Indebtedness; Payment of Proceeds in
Certain Cases.
(a) Subject to the provisions of this Section and to any
provisions established or determined with respect to Securities of any
series pursuant to Section 3.01,. the Guarantees of Subordinated Debt
Securities and Coupons, if any, appertaining thereto shall rank pari
passu in right of payment with the Existing Guarantor Subordinated
Indebtedness.
(b) Upon the occurrence of any of the events specified in
Section 12.05, the provisions of that Section and the corresponding
provisions of each indenture or other instrument or document
establishing or governing the terms of any Existing Guarantor
Subordinated Indebtedness shall be given affect on a pro rata basis to
determine the amount of cash, property or securities which may be
payable or deliverable as between the holders of Senior Guarantor
Indebtedness, on the one hand, and the Holders of Guarantees of
Subordinated Debt Securities and Coupons, if any, appertaining thereto
and holders of Existing Guarantor Subordinated Indebtedness, on the
other hand.
(c) If, after giving effect to the provisions of Section 12.05
and the respective corresponding provisions of each indenture or other
instrument or document establishing or governing the terms of any
Existing Guarantor Subordinated Indebtedness on such pro rata basis,
any amount of cash property or securities shall be available for
payment or distribution in respect of the Guarantees of Subordinated
Debt Securities and Coupons, if any, appertaining thereto ("Excess
Proceeds"), and any creditors in respect of Other Guarantor Obligations
shall not have received payment in full of all amounts due or to become
due on or in respect of such Other Guarantor Obligations (and provision
shall not have been made for such payment in
23
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money or money's worth), then such Excess Proceeds shall first be applied
(ratably with any amount of cash, property or securities available for payment
or distribution in respect of any other indebtedness of the Guarantor that by
its express terms provides for the payment over of amounts corresponding to
Excess Proceeds to creditors in respect of Other Guarantor Obligations) to pay
or provide for the payment of the Other Guarantor Obligations remaining unpaid,
to the extent necessary to pay all Other Guarantor Obligations in full, after
giving effect to any concurrent payment or distribution to or for creditors in
respect of Other Guarantor Obligations. Any Excess Proceeds remaining after the
payment (or provision for payment) in full of all Other Guarantor Obligations
Shall be available for payment or distribution in respect of the Guarantees of
Subordinated Debt Securities and Coupons, if any, appertaining thereto.
(d) In the event that, notwithstanding the foregoing provisions of
subsection (C) of this Section, the Trustee or Holder of any Guarantees of
Subordinated Debt Securities and Coupons, if any, appertaining thereto shall
have received any payment or distribution of assets of the Guarantor of any
kind or character, whether in cash, property or securities, before all Other
Guarantor Obligations are paid in full or payment thereof duly provided for,
and if such fact shall, at or prior to the time of such payment or distribution
have been made known to the Trustee or, as the case may be, such Holder, then
and in such event, subject to any obligation that the Trustee or such Holder
may have pursuant to Section 12.05, such payment or distribution shall be paid
over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of asset of the Guarantor for payment in accordance with
subsection (c).
(e) Subject to the payment in full of all Other Guarantor Obligations,
the Holders of the Guarantees of Subordinated Debt Securities and Coupons, if
any, appertaining thereto shall be subrogated (equally and ratably with the
holders of all indebtedness of the Guarantor that by its express terms provides
for the payment over of amounts corresponding to Excess Proceeds to creditors
in respect of Other Guarantor Obligations and is entitled to like rights of
subrogation) to the rights of the creditors in respect of Other Guarantor
Obligations to receive payments and distributions of cash, property and
securities applicable to the Other Guarantor Obligations until the principal of
and
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interest on the Guarantees of Subordinated Debt Securities and Coupons, if any,
appertaining thereto shall be paid in full. For purposes of such subrogation,
no payments or distributions to creditors in respect of Other Guarantor
Obligations of any cash, property or securities to which Holders of the
Guarantees of Subordinated Debt Securities and Coupons, if any, appertaining
thereto or the Trustee would be entitled except for the provisions of this
Section, and no payments over pursuant to the provisions of this Section to
creditors in respect of Other Guarantor Obligations by Holders of Guarantees of
Subordinated Debt Securities and Coupons, if any, appertaining thereto or the
Trustee, shall, as among the Guarantor, its creditors other than creditors in
respect of Other Guarantor Obligations and the Holders of Guarantees of
Subordinated Debt Securities and Coupons, if any, appertaining thereto be
deemed to be a payment or distribution by the Guarantor to or on account of the
Other Guarantor Obligations.
(f) The provisions of subsection (c), (d) and (e) of this Section are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Guarantees of Subordinated Debt Securities and Coupons, if any,
appertaining thereto, on the one hand, and the creditors in respect of Other
Guarantor Obligations, on the other hand, after giving effect to the rights of
the holders of Senior Guarantor Indebtedness, as provided in this Article.
Nothing contained in subsections (c), (d) and (e) of this Section is intended
to or shall affect the relative rights against the Guarantor of the Holders of
the Guarantees of Subordinated Debt Securities and Coupons, if any,
appertaining thereto and (1) the holders of Senior Guarantor Indebtedness, (2)
the holders of Existing Guarantor Subordinated Indebtedness or (3) other
creditors of the Guarantor other than creditors in respect of Other Guarantor
Obligations."
ARTICLE FOUR
SECTION 4.01. Amendment of Section 7.01.
(a) Sections 7.01(b) (1) and (2) of the Indenture are hereby deleted
and replaced in their entirety by the following:
25
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"(1) the entry of a decree or order by a court having
jurisdiction in the premises for relief in respect of the Guarantor or any
Principal Subsidiary Bank under Title 11 of the United States Code, as now
constituted or as hereafter amended, or any other applicable Federal or State
bankruptcy law or other similar law, or appointing a receiver, trustee or other
similar official (except for the appointment of a conservator) of the Guarantor
or any Principal Subsidiary Bank or of substantially all of its property, or
ordering the winding-up or liquidation of its affairs under any such law and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days;
(2) the filing by the Guarantor or any Principal Subsidiary
Bank of a petition or answer or consent seeking relief under Title 11 of the
United States Code, as now constituted or as hereinafter amended, or any other
applicable Federal or State bankruptcy law or other similar law, or the consent
by it to the institution of proceedings thereunder or to the filing of any such
petition or to the appointment or taking possession of a receiver, trustee,
custodian or other similar official (except for the appointment of a
conservator) of the Guarantor or any Principal Subsidiary Bank or of
substantially all of its property under any such law, or the Guarantor or any
Principal Subsidiary Bank shall take any corporate action in furtherance of any
such action; or
(b) Section 7.01(c) of the Indenture is hereby amended by deleting the
word "or" at the end of subsection (3) thereof, deleting the period at the end
of subsection (4) thereof and substituting a semicolon therefor, and adding
after subsection (4) the following additional subsections:
"(5) the entry of a decree or order by a court having
jurisdiction in the premises for relief in respect of the Company under
Title 11 of the United States Code, as now constituted or as hereafter
amended, or any other applicable
26
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Federal or State bankruptcy law or other similar law, or appointing a
receiver, trustee or other similar official of the Company or of any
substantial part of its property, or ordering the winding-up or
liquidation of its affairs and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days; or
(6) the filing by the Company of a petition or answer or
consent seeking relief under Title 11 of the United States Code, as now
constituted or as hereinafter amended, or any other applicable Federal
or State bankruptcy law or other similar law, or the consent by it to
the institution of proceedings thereunder or to the filing of any such
petition or to the appointment or taking possession of a receiver,
trustee, custodian or other similar official of the Company or of any
substantial part of its property, or the Company shall fail generally
to pay its debts as such debts become due or shall take any corporate
action in furtherance of any such action."
ARTICLE FIVE
SECTION 5.01. Other Terms of the Indenture.
Except as otherwise modified and amended by this Supplemental
Indenture, all other terms of the Indenture remain in full force and effect.
SECTION 5.02. Execution of Multiple Copies.
The parties to this Supplemental Indenture may sign any number
of copies of this Supplemental Indenture. One signed copy is enough to prove
this Supplemental Indenture.
SECTION 5.03. Governing Law.
This Supplemental Indenture shall be construed in accordance
with and governed by the laws of the
27
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jurisdiction which govern the Indenture and its construction.
SECTION 5.04. Recitals.
The recitals contained herein shall be taken as the statements of the
Company and the Guarantor and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture.
SECTION 5.05. Legends.
In accordance with section 9.06 of the Indenture, Subordinated Debt
Securities authenticated and delivered after the execution of this Supplemental
Indenture shall bear the following notation:
"As of February 15, 1993, the Indenture, dated as of December 1, 1991,
relating to this Security has been amended by a Supplemental Indenture."
28
- 28 -
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first written above.
PNC FUNDING CORP
by /s/ X. XXXXXXXXXX
-----------------------
Authorized Officer
(CORPORATE SEAL)
Attest:
/s/ XXXXXXX X. XXXXXX
------------------------
Secretary
PNC BANK CORP.
by /s/ X. XXXXXXXXXX
-----------------------
Authorized Officer
(CORPORATE SEAL)
Attest:
/s/ XXXXXXX X. XXXXXX
------------------------
Secretary
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CHEMICAL BANK
by /s/ XXXX X. XXXXXXX
----------------------------
Assistant Vice President
(CORPORATE SEAL)
Attest:
/s/ G. XXXX XXXXXX
-----------------------
Assistant Secretary
