exhibit42firstsupplement






Exhibit 4.2                    THE PNC FINANCIAL SERVICES GROUP, INC.    FIRST SUPPLEMENTAL INDENTURE    Dated as of April 23, 2021    to    INDENTURE    Dated as of September 6, 2012    THE BANK OF NEW YORK MELLON, as Trustee                             





 






    [[5614935v.9]]   This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of  April 23, 2021, 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 September 6, 2012 (the “Existing Indenture” and, together with this First Supplemental Indenture, the  “Indenture”) providing for the issuance by the Company from time to time of its senior 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  First Supplemental Indenture shall not apply to any Security Outstanding prior to the execution of this First  Supplemental Indenture, and each Security Outstanding prior to the execution of this First 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 First Supplemental  Indenture, as set forth below; and  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 First Supplemental Indenture.  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 TO THE INDENTURE  Section 1.1 Section 1.01 of the Existing Indenture is hereby amended by inserting the following  new defined term immediately following the definition of “Corporation”:  “Covenant Breach” means, with respect to the Securities of any series, (1) default in the  deposit of any sinking fund payment, when and as due under the terms of a Security of  that series and (2) a failure on the part of the Company duly to observe or perform any of  the covenants or agreements on the part of the Company contained in the Securities of  that series or in this Indenture (other than a covenant or agreement a default in the  performance of which or breach of which constitutes an Event of Default pursuant to  Section 5.01 of this Indenture), which failure continues for a period of 90 days after the  date on which written notice of such failure, requiring the Company to remedy the same,  





 






  2    shall have been given to the Company by the Trustee, or to the Company and the Trustee  by the Holders of at least 25 percent in aggregate principal amount of the Outstanding  Securities of that series.  For the avoidance of doubt, a Covenant Breach shall not be an  Event of Default with respect to any Security, except to the extent otherwise specified as  contemplated by Section 3.01 with respect to such Security.”  Section 1.2 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, or to the definition of “Covenant  Breach” set forth in Section 1.01, in each case with respect to the Securities of such series, including making  Events of Default, Covenant Breaches or covenants inapplicable or changing the remedies available to  holders of the Securities of such series upon an Event of Default or a Covenant Breach;”  Section 1.3 Section 5.01 of the Existing Indenture is hereby amended by deleting such Section  5.01 in its entirety and replacing it with the following:    ““Event of Default”, wherever used herein with respect to Securities of any series,  means any one of the following events unless such event is either inapplicable to a  particular series or is specifically deleted or modified as contemplated by Section 3.01:  (a) default in the payment of any interest upon any Security of that  series when it becomes due and payable, and continuance of such default for a  period of 30 days; or  (b) default in the payment of the principal or any premium on any  Security of that series as and when the same shall become due and payable either at  its Maturity, upon redemption, by declaration or otherwise, and continuance of such  default for a period of 30 days; or  (c) 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 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  (d) 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; or  (e) any other Event of Default provided with respect to Securities of a  series.”  Section 1.4 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:  





 






  3    “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 Covenant Breach.  Further,  for avoidance of doubt, if an Event of Default as described in Section 5.01(e) is specified for a  series of Securities, there will be no right to accelerate payment of such Securities on the terms  described in the preceding paragraph unless such acceleration rights are granted specifically for  such Securities as contemplated by Section 3.01.”  (b) The phrase “and Covenant Breaches” is inserted following “all Events of Default” in part (b) of  the second paragraph of Section 5.02,  (c) 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 Covenant Breach or impair any right consequent thereon.”   Section 1.5 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 1.6 The last paragraph of Section 5.03 of the Existing Indenture is hereby amended by  inserting “or Covenant Breach” after the phrase “Event of Default.”  Section 1.7 Section 5.07 of the Existing Indenture is hereby amended by inserting “or Covenant  Breach” after each occurrence of the phrase “Event of Default.”  Section 1.8 Section 5.11 of the Existing Indenture is hereby amended by inserting “or Covenant  Breach” after each occurrence of the phrase “Event of Default.”  Section 1.9 Section 5.13 of the Existing Indenture is hereby amended by inserting the phrase “or  Covenant Breach” after the phrase “Event of Default.”     Section 1.10 Section 6.01 of the Existing Indenture is hereby amended by inserting “or Covenant  Breach” after each occurrence of the phrase “Event of Default.”   Section 1.11 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 Clause (2)  under the definition of “Covenant Breach” in Section 1.01 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 Covenant Breach with respect to the  Securities of such series.”  Section 1.12 Section 6.03(j) of the Existing Indenture is hereby amended by deleting “default or”  and inserting “or Covenant Breach” after each occurrence of the phrase “Event of Default.”   





 






  4    Section 1.13 Section 6.07 of the Existing Indenture is hereby amended by inserting “or Covenant  Breach” after the phrase “Event of Default” in the penultimate paragraph of such section.  Section 1.14 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 Covenant Breach.”  Section 1.15 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 1.16 Section 8.01(b) of the Existing Indenture is hereby amended by inserting “or  Covenant Breach” after each occurrence of the phrase “Event of Default.”  Section 1.17 Section 9.01(j) of the Existing Indenture is hereby amended by inserting “or  Covenant Breaches” after each occurrence of the phrase “Events of Default.”  Section 1.18 Section 9.01(k) of the Existing Indenture is hereby amended by inserting “or  Covenant Breaches” after the phrase “Events of Default.”  Section 1.19 Section 10.04 of the Existing Indenture is hereby amended by inserting the  following at the end 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 Covenant Breach.”  Section 1.20 Section 13.03 of the Existing Indenture is hereby amended by inserting “or  Covenant Breach” after the phrase “Event of Default.”  Section 1.21 Section 13.04(e) of the Existing Indenture is hereby amended by inserting “or  Covenant Breach” after the phrase “Event of Default.”  ARTICLE II  MISCELLANEOUS    Section 2.1 Definitions. All capitalized terms used herein and not otherwise defined below  shall have the meanings ascribed thereto in the Existing Indenture.     Section 2.2 Effect of this First Supplemental Indenture.  The Existing Indenture shall be  modified in accordance with this First Supplemental Indenture, and this First 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  First 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 First 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 First Supplemental  Indenture shall not apply to any Security Outstanding as of the date hereof.  





 






  5     Section 2.3 Trust Indenture Act Controls.  If any provision of this First Supplemental Indenture  limits, qualifies or conflicts with another provision that is required or deemed to be included in this First  Supplemental Indenture by the Trust Indenture Act, the required or deemed provision shall control.    Section 2.4 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 2.5 Successors and Assigns.  All covenants and agreements in this First Supplemental  Indenture by the Company shall bind its successors and assigns, whether so expressed or not.  Section 2.6 Separability Clause.  If any provision in this First 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 2.7  Governing Law.  This First 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 2.8 Counterparts.  This First Supplemental Indenture may be executed in any number of  counterparts each of which shall be an original; but such counterparts shall together 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 2.9 Electronic Signatures.  The words “execution”, “signed”, “signature”, “delivery”  and words of like import in or relating to this First Supplemental Indenture and/or any document, notice,  instrument or certificate to be signed and/or delivered in connection with this First 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 First Supplemental Indenture.  [Signature page follows.]  





 






       IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be  duly executed as of the day and year first above written.     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/ Francine Kincaid  Name: Francine Kincaid  Title: Vice President