Exhibit 4.2
RB ASSET, INC.
Increasing Rate Junior Subordinated Notes
due 2006
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FIRST SUPPLEMENTAL
INDENTURE
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Dated as of February 1, 1999
LaSalle National Bank
Trustee
FIRST SUPPLEMENTAL INDENTURE, dated as of February 1, 1999 between RB
Asset, Inc., a Delaware corporation (the "Company"), and LaSalle
National Bank, a national banking association, as trustee (the
"Trustee").
WHEREAS, the Company and the Trustee have previously entered into an
Indenture dated as of December 30, 1998 (the "Indenture") pursuant to which the
Company's Increasing Rate Junior Subordinated Notes due 2006 (the "Securities")
were issued;
WHEREAS, Section 8.01 of the Indenture provides that the Company and
the Trustee may, without the written consent of the holders of the outstanding
Securities, amend the Indenture as provided herein;
WHEREAS, the Board of Directors of the Company has consented to this
First Supplemental Indenture; and
WHEREAS, all acts and things prescribed by the Certificate of
Incorporation and Bylaws (each as now in effect) necessary to make this First
Supplemental Indenture a valid instrument legally binding on the Company for the
purposes herein expressed, in accordance with its terms, have been duly done and
performed;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and the Trustee hereby agree for the benefit of each other and the equal and
ratable benefit of the holders of the Securities as follows:
1. Amendment of Section 2.02. The first sentence of the fifth paragraph
of Section 2.02 of the Indenture is hereby amended by deleting the text of
clause (ii) thereof and by inserting, in lieu thereof, the following text: "(ii)
additional securities issued pursuant to this Indenture as interest on the
Securities (not to exceed $9,900,000) (the "Additional Securities"), in each
case upon an Order of the Corporation."
2. Effect of First Supplemental Indenture. The Indenture, as
supplemented and amended by this First Supplemental Indenture, is in all
respects ratified and confirmed, and the Indenture and the First Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
Except as otherwise set forth herein, the Indenture shall continue in full force
and effect in accordance with its terms.
3. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
4. Successors and Assigns. All covenants and agreements in this First
Supplemental Indenture by the parties hereto shall bind their respective
successors and assigns and inure to the benefit of their respective successors
and assigns, whether so expressed or not.
5. Benefit of Supplemental Indenture. Nothing in this First
Supplemental Indenture, express or implied, shall give to any Person, other than
the parties hereto, any Security Registrar, any Paying Agent and their
successors hereunder, and the holders of the Securities, any benefit or any
legal or equitable right, remedy or claim under this First Supplemental
Indenture.
6. Counterparts. This First Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.
7. Governing Law. The internal laws of the State of New York shall
govern this First Supplemental Indenture.
8. Entire Agreement. This First Supplemental Indenture and the
Indenture as amended and supplemented hereby constitute the entire agreement and
understanding between the parties hereto and supersede any and all prior
agreements and understandings relating to the subject matter hereof.
IN WITNESS WHEREOF, the Company and the Trustee have caused this First
Supplemental Indenture to be duly executed as of the date first above
written.
RB ASSET, INC. ATTEST:
By:/s/Xxxxxx X. Xxxxxxxxxx By:/s/Xxxxxx Xxxx
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Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx Xxxx
Title: President Title:
LASALLE NATIONAL BANK ATTEST:
By:/s/ Xxxx X. Xxxxxxx By:/s/ Xxxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Trust Officer Title: