FIRST SUPPLEMENTAL INDENTURE
THIS
FIRST SUPPLEMENTAL INDENTURE, dated as of July 1, 2008, is by and among
Wilmington Trust Company, a Delaware banking corporation, as Trustee (herein,
together with its successors in interest, the “Trustee”), Valley National
Bancorp, a New Jersey corporation (the “Successor Company”), and Greater
Community Bancorp, a New Jersey corporation (the “Company”), under the Indenture
referred to below.
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the Trustee, the Company and the Successor Company hereby
agree as follows:
PRELIMINARY
STATEMENTS
The
Trustee and the Company are parties to that certain Junior Subordinated
Indenture, dated as of July 2, 2007 (the “Indenture”), pursuant to which the
Company issued U.S. $24,743,000.00 of its Floating Rate Junior Subordinated
Notes due July 30, 2037.
As
permitted by the terms of the Indenture, the Company, simultaneously with the
effectiveness of this First Supplemental Indenture, shall merge (referred to
herein for purposes of Article VIII of the Indenture as the “Merger”) with and
into the Successor Company with the Successor Company as the surviving
corporation. The parties hereto are entering into this First
Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX
of the Indenture.
SECTION 1. Definitions. All capitalized
terms used herein that are defined in the Indenture, either directly or by
reference therein, shall have the respective meanings assigned them in the
Indenture except as otherwise provided herein or unless the context otherwise
requires.
SECTION
2. Interpretation.
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(a)
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In
this First Supplemental Indenture, unless a clear contrary intention
appears:
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(i)
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the
singular number includes the plural number and vice
versa;
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(ii)
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reference
to any gender includes the other
gender;
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(iii)
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the
words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this First Supplemental Indenture as a whole and not to any
particular Section or other
subdivision;
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(iv)
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reference
to any Person includes such Person’s successors and assigns but, if
applicable, only if such successors and assigns are permitted by this
First Supplemental Indenture or the Indenture, and reference to a Person
in a particular capacity excludes such Person in any other capacity or
individually provided that nothing in this clause (iv) is intended to
authorize any assignment not otherwise permitted by this First
Supplemental Indenture or the
Indenture;
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(v)
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reference
to any agreement, document or instrument means such agreement, document or
instrument as amended, supplemented or modified and in effect from time to
time in accordance with the terms thereof and, if applicable, the terms
hereof, as well as any substitution or replacement therefor and reference
to any note includes modifications thereof and any note issued in
extension or renewal thereof or in substitution or replacement
therefor;
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(vi)
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reference
to any Section means such Section of this First Supplemental Indenture;
and
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(vii)
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the
word “including” (and with correlative meaning “include”) means including
without limiting the generality of any description preceding such
term.
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(b)
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No
provision in this First Supplemental Indenture shall be interpreted or
construed against any Person because that Person or its legal
representative drafted such
provision.
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SECTION
3. Assumption of
Obligations.
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(a)
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Pursuant
to, and in compliance and accordance with, Section 8.1 and Section
8.2 of the Indenture, the Successor Company hereby expressly assumes the
due and punctual payment of the principal of and premium, if any, and
interest (including any Additional Interest) on all of the Securities in
accordance with their terms, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions
of the Indenture and Securities to be kept, performed, or observed by the
Company under the Indenture and
Securities.
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(b)
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Pursuant
to, and in compliance and accordance with, Section 8.2 of the Indenture,
the Successor Company succeeds to and is substituted for the Company, with
the same effect as if the Successor Company had originally been named in
the Indenture as the Company.
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(c)
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The
Successor Company also succeeds to and is substituted for the Company with
the same effect as if the Successor Company had originally been named in
(i) the Amended and Restated Trust Agreement of the Trust, dated as of
July 2, 2007 (the “Trust Agreement”), as Depositor (as defined in the
Trust Agreement) and (ii) the Guarantee Agreement, dated as of July 2,
2007 (the “Guarantee”), as Guarantor (as defined in the
Guarantee).
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(d)
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Pursuant
to Section 1.8 of the Indenture, the Successor Company hereby agrees to
perform the Company’s obligations under the Indenture. Pursuant
to Section 11.6 of the Trust Agreement, the Successor Company hereby
agrees to perform the Depositor’s obligations under the Trust
Agreement. Pursuant to Section 8.1 of the Guarantee, the
Successor Company hereby agrees to perform the Guarantor’s obligations
under the Guarantee.
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SECTION 4. Representations
and Warranties. The Successor
Company represents and warrants that (a) it has all necessary power and
authority to execute and deliver this First Supplemental Indenture and to
perform the Indenture, (b) that it is the successor of the Company pursuant
to the Merger effected in accordance with applicable law, (c) that it is a
corporation organized and existing under the laws of New Jersey, (d) that
both immediately before and after giving effect to the Merger and this First
Supplemental Indenture, no Default or Event of Default, and no event which,
after notice or lapse of time or both, would constitute an Event of Default, has
occurred and is continuing and (e) that this First Supplemental Indenture
is executed and delivered pursuant to Section 9.1(a) and Article VIII of
the Indenture and does not require the consent of the Holders.
SECTION 5. Conditions
of Effectiveness. This First
Supplemental Indenture shall become effective simultaneously with the
effectiveness of the Merger, provided, however, that:
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(a)
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the
Trustee shall have executed a counterpart of this First Supplemental
Indenture and shall have received one or more counterparts of this First
Supplemental Indenture executed by the Successor Company and the
Company;
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(b)
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the
Trustee shall have received an Officers’ Certificate stating that (i) the
Merger and this First Supplemental Indenture comply with Article VIII of
the Indenture; (ii) in the opinion of the signers, all conditions
precedent (including covenants compliance with which constitutes a
condition precedent) provided for in the Indenture relating to the Merger
and this First Supplemental Indenture have been complied with; and (iii)
the execution of the First Supplemental Indenture is authorized or
permitted by the Indenture, and all conditions precedent provided for in
the Indenture relating to such action have been complied
with.
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(c)
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the
Trustee shall have received an Opinion of Counsel to the effect that (i)
all conditions precedent (including covenants compliance with which
constitutes a condition precedent) provided for in the Indenture relating
to the Merger and this First Supplemental Indenture have been complied
with; (ii) the Merger and this First Supplemental Indenture comply with
Article VIII of the Indenture; and (iii) the execution of the First
Supplemental Indenture is authorized or permitted by the Indenture, and
all conditions precedent provided for in the Indenture relating to such
action have been complied with.
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(d)
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the
Successor Company and the Company shall have duly executed and filed with
the Department of the Treasury of the State of New Jersey a Certificate of
Merger in connection with the
Merger.
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SECTION
6. Reference to the
Indenture.
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(a)
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Upon
the effectiveness of this First Supplemental Indenture, each reference in
the Indenture to “this Indenture,” “hereunder,” “herein” or words of like
import shall mean and be a reference to the Indenture, as affected,
amended and supplemented hereby.
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(b)
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Upon
the effectiveness of this First Supplemental Indenture, each reference in
the Securities to the Indenture including each term defined by reference
to the Indenture shall mean and be a reference to the Indenture or such
term, as the case may be, as affected, amended and supplemented
hereby.
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(c)
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The
Indenture, as amended and supplemented hereby shall remain in full force
and effect and is hereby ratified and
confirmed.
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SECTION 7. Execution
in Counterparts. This First
Supplemental Indenture may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which when
taken together shall constitute but one and the same instrument.
SECTION 8. Governing
Law; Binding Effect. This First
Supplemental Indenture shall be governed by and construed in accordance with the
laws of the State of New York and shall be binding upon the parties hereto and
their respective successors and assigns.
SECTION 9. The
Trustee. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this First Supplemental Indenture or the due execution thereof by
the Company or the Successor Company. The recitals of fact contained
herein shall be taken as the statements solely of the Company or the Successor
Company, and the Trustee assumes no responsibility for the correctness
thereof.
[Signatures
on following page]
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IN
WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the day and year first written
above.
| GREATER COMMUNITY BANCORP | |||
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By:
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/s/ Xxxxxxx X. Xxxxx, Xx. | |
| Name: | Xxxxxxx X. Xxxxx, Xx. | ||
| Title: | Chairman, President and CEO | ||
| VALLEY NATIONAL BANCORP | |||
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By:
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/s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | ||
| Title: | Executive Vice President and Chief Operating Officer | ||
| WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee | |||
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By:
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/s/ X. X. Xxxxxx XX | |
| Name: | W. Xxxxxx Xxxxxx, II | ||
| Title: | Assistant Vice President | ||
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