Exhibit 4.2
GUARANTEE OF
THE PNC FINANCIAL SERVICES GROUP,
INC.
FOR VALUE RECEIVED, THE PNC
FINANCIAL SERVICES GROUP, INC. (formerly known as PNC Financial
Corp and 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 a 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, to the extent and in the manner set
forth in said Indenture, shall rank pari passu in
right of payment with each other and with the Guarantor’s
unsecured obligations to Holders of Senior Guarantor Indebtedness
(as defined in said Indenture) and are senior in right of payment
to the Existing G
