exhibit43secondsupplemen






Exhibit 4.3          THE PNC FINANCIAL SERVICES GROUP, INC.    SECOND SUPPLEMENTAL INDENTURE    Dated as of June 6, 2022    to    INDENTURE    Dated as of December 19, 2012    THE BANK OF NEW YORK MELLON, as Trustee            





 






  1    This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”),  dated as of June 6, 2022, is by and between THE PNC FINANCIAL SERVICES GROUP, INC.,  a Pennsylvania corporation (the “Company”), and THE BANK OF NEW YORK MELLON (the  “Trustee”).  RECITALS  WHEREAS, the Company has heretofore executed and delivered to the Trustee an  Indenture, dated as of December 19, 2012 (the “Base Indenture”) and the First Supplemental  Indenture, dated as of April 28, 2014 (collectively with the Base Indenture, the “Existing  Indenture,” and, together with this Second Supplemental Indenture, the “Indenture”) providing  for the issuance by the Company from time to time of its subordinated debt securities in one or  more series (the “Securities”);  WHEREAS, Section 9.01(i) of the Existing Indenture provides that the Company and the  Trustee may, without the consent of any Holders, enter into indentures supplemental to the  Existing Indenture to change or eliminate any of the provisions of the Existing Indenture when  there is no Security Outstanding of any series created prior to the execution of such supplemental  indenture which is entitled to the benefit of such provision;  WHEREAS, any change to or elimination of any provision of the Existing Indenture  pursuant to this Second Supplemental Indenture shall not apply to any Security Outstanding prior  to the execution of this Second Supplemental Indenture, and each Security Outstanding prior to  the execution of this Second Supplemental Indenture shall continue to be entitled to the benefit  of the provisions under the Existing Indenture;  WHEREAS, in accordance with Section 9.01(i) of the Existing Indenture, the Company and  the Trustee wish to amend the Existing Indenture to change or eliminate certain provisions of the  Existing Indenture with respect to each series of Securities issued following the execution of this  Second Supplemental Indenture, as set forth below;  WHEREAS, the Company is delivering contemporaneously herewith to the Trustee,  pursuant to the Existing Indenture, an officers’ certificate and an opinion of counsel in  connection with the execution and delivery of this Second Supplemental Indenture; and  NOW, THEREFORE, in consideration of the premises and for other good and valuable  consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties  hereto hereby agree as follows:  ARTICLE I  AMENDMENTS  Section 1.01. Section 3.01(p) of the Existing Indenture of the Indenture is hereby amended  by deleting such Section 3.01(p) in its entirety and replacing it with the following: “(p) any  addition to, elimination of or other change in the Events of Default or covenants, in each case  with respect to the Securities of such series, including making Events of Default or covenants  





 






  2    inapplicable or changing the remedies available to Holders of the Securities of such series upon  an Event of Default;”  Section 1.02. Section 3.01(q) of the Existing Indenture is hereby amended by deleting such  Section 3.01(q) in its entirety and replacing it with the following: “(q) any addition to,  elimination of or other change in Defaults with respect to the Securities of such series, including  making Defaults inapplicable or changing the remedies available to Holders of the Securities of  such series upon a Default;”  Section 1.03. Section 5.01(a) of the Existing Indenture is hereby amended by deleting  existing clauses (1) and (2) in their entirety and replacing them with the following:  (1) 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 Federal or State bankruptcy law or other similar law, or appointing  a receiver, trustee or other similar official of the Company 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 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 substantially all of its property under any such law, or the  Company shall take any corporate action in furtherance of any such action; or  Section 1.04. Section 5.01(b) of the Existing Indenture is hereby amended by inserting “and  such default continues for a period of 30 days” after the word “otherwise” at the end of the  clause (2) of such section.  Section 1.05. Section 5.02 of the Existing Indenture is hereby amended as follows:  (a) The following is inserted after the first sentence of the first paragraph of Section 5.02:  “Unless otherwise specified as contemplated by Section 3.01 with respect to the  Securities of such series, there shall be no rights of acceleration other than as  described in the preceding sentence.  In addition, for the avoidance of doubt, unless  otherwise specified as contemplated by Section 3.01 with respect to the Securities of a  series, neither the Trustee nor any Holders of such Securities shall have the right to  accelerate the payment of such Securities, nor shall the payment of any Securities be  otherwise accelerated, as a result of a Default. Further, for avoidance of doubt, if an  Event of Default as described in Section 5.01(a)(3) is specified for a series of  Securities, there will be no right to accelerate payment of such Securities on the terms  





 






  3    described in the preceding paragraph unless such acceleration rights are granted  specifically for such Securities as contemplated by Section 3.01.”  (b) The third paragraph of Section 5.02 is hereby amended by deleting such paragraph in  its entirety and replacing it with the following: “No such rescission shall affect any  subsequent Event of Default or Default or impair any right consequent thereon.”  Section 1.06. Clause (b) of the first sentence of Section 5.03 of the Existing  Indenture is hereby amended by inserting “and such default continues for a period of 30  days” after the word “otherwise” at the end of such clause.  Section 1.07. Section 6.02 of the Existing Indenture is hereby amended by  deleting such Section 6.02 in its entirety and replacing it with the following:  “If a default occurs hereunder with respect to the Securities of any series, the  Trustee shall give the Holders of such series notice of such default as and to the extent  provided in the Trust Indenture Act of 1939; provided, however, that in the case of any  default of the character specified in Section 5.01(b)(3) with respect to the Securities of  such series, no such notice to the Holders shall be given until at least 30 days after the  occurrence thereof.  For the purpose of this Section, the term “default” means any event  which is, or after notice or the lapse of time or both would become, an Event of Default  or a Default with respect to the Securities of such series.”  Section 1.08. Section 6.03(j) of the Existing Indenture is hereby amended by  deleting “default or” and inserting “or Default” after each occurrence of the phrase  “Event of Default.”  Section 1.09. Section 6.07 of the Existing Indenture is hereby amended by  inserting “or Default after the phrase “Event of Default” in the penultimate paragraph of  such section.  Section 1.10. Section 6.08 of the Existing Indenture is hereby amended by adding  the following sentence at the end thereof:   “For the purpose of determining whether a conflict of interest exists within the  meaning of the Trust Indenture Act of 1939, “default” means any event which is, or after  notice or lapse of time or both would become, an Event of Default or a Default.”  Section 1.11. The first paragraph of Section 8.01 of the Existing Indenture is hereby  amended by deleting the words up to and including the colon in their entirety and replacing them  with the following: “The Company shall not consolidate with or merge into any other Person or  convey or transfer its properties and assets substantially as an entirety to any Person, other than a  sale or conveyance of all or substantially all of its assets to one or more Subsidiaries, unless:”  Section 1.12. Section 10.04 of the Existing Indenture is hereby amended by inserting the  following at the end thereof:  





 






  4    “ For the purpose of this Section, the term “default” means any event which is, or after  notice or the lapse of time or both would become, an Event of Default or a Default.”  Section 1.13. Section 13.03 of the Existing Indenture is hereby amended by inserting “or  Default” after the phrase “Event of Default.”  ARTICLE II  MISCELLANEOUS  Section 2.01 Definitions. All capitalized terms used herein and not otherwise defined below  shall have the meanings ascribed thereto in the Existing Indenture.  Section 2.02 Effect of this Second Supplemental Indenture. The Existing Indenture shall be  modified in accordance with this Second Supplemental Indenture, and this Second Supplemental  Indenture shall form part of the Existing Indenture for all purposes; and every Holder of  Securities thereafter authenticated or delivered thereunder shall be bound hereby. The Existing  Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all  respects hereby adopted, ratified and confirmed. Any cross-references to the provisions of the  Existing Indenture that are deleted or modified as a result of this Second Supplemental Indenture  are hereby accordingly deleted or modified, as applicable. Notwithstanding anything to the  contrary contained herein, the modifications to the Existing Indenture pursuant to this Second  Supplemental Indenture shall not apply to any Security Outstanding as of the date hereof.  Section 2.03 Trust Indenture Act Controls. If any provision of this Second Supplemental  Indenture limits, qualifies or conflicts with another provision that is required or deemed to be  included in this Second Supplemental Indenture by the Trust Indenture Act, the required or  deemed provision shall control.  Section 2.04 Effect of Headings and Table of Contents. The Article and Section headings  herein are for convenience only and shall not affect the construction hereof.  Section 2.06 Successors and Assigns. All covenants and agreements in this Second  Supplemental Indenture by the Company shall bind its successors and assigns, whether so  expressed or not.  Section 2.07 Separability Clause. If any provision in this Second Supplemental Indenture  shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining  provisions shall not in any way be affected or impaired thereby.  Section 2.08 Governing Law. This Second Supplemental Indenture and the Notes shall be  governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania,  without regard to conflict of laws principles thereof, except that the rights, immunities, duties  and liabilities of the Trustee as a trustee and any rights and immunities limiting such liability  shall be governed by the laws of the State of New York.  Section 2.09 Counterparts.  This Second Supplemental Indenture may be executed in any  number of counterparts each of which shall be an original; but such counterparts shall together  





 






  5    constitute but one and the same instrument. Counterparts may be delivered via facsimile,  electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of  2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other  applicable law) or other transmission method and any counterpart so delivered shall be deemed  to have been duly and validly delivered and be valid and effective for all purposes.  Section 2.10. Electronic Signatures.  The words “execution”, “signed”, “signature”,  “delivery” and words of like import in or relating to this Second Supplemental Indenture and/or  any document, notice, instrument or certificate to be signed and/or delivered in connection with  this Second Supplemental Indenture and the transactions contemplated hereby shall be deemed to  include Electronic Signatures (as defined below), electronic deliveries or the keeping of records  in electronic form, each of which shall be of the same legal effect, validity or enforceability as a  manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping  system, as the case may be. “Electronic Signatures” means any electronic symbol or process  attached to, or associated with, any contract or other record and adopted by a person with the  intent to sign, authenticate or accept such contract or record.  Section 2.10. No Representation by Trustee.  The recitals and statements herein are deemed  to be those of the Company and not of the Trustee. The Trustee makes no representations as to  the validity or sufficiency of this Second Supplemental Indenture.  [Signature page follows.] 





 






  6    IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to  be duly executed as of the day and year first written above.       THE PNC FINANCIAL SERVICES GROUP, INC.    By:    /s/ Lisa M. Kovac  Name:   Lisa M. Kovac  Title:   Vice President    Attest:    /s/ Alicia G. Powell  Name:   Alicia G. Powell  Title:     Deputy General Counsel &   Corporate Secretary         THE BANK OF NEW YORK MELLON, as Trustee    By:    /s/ Glenn McKeever  Name:   Glenn McKeever  Title:   Vice President