Untitled Document


 

EXHIBIT 4.1       

 

  ____________________________________

   

 LASALLE FUNDING LLC
   

 as Issuer,  

ABN AMRO HOLDING N.V. 
  

  ABN AMRO BANK N.V. 

  

  as Guarantors, 

  

  and 

  

  BNY MIDWEST TRUST COMPANY, 

  

  as Trustee  

 

  ____________________________________

   

 FIRST SUPPLEMENTAL INDENTURE

  

  dated as of September 24, 2003

  

  to

  

  INDENTURE

  

  dated as of June 15, 2003  

  





      FIRST
  SUPPLEMENTAL INDENTURE (“First Supplemental
  Indenture”), dated as of September
  24, 2003, between LASALLE FUNDING LLC, a limited liability company organized
  under the laws of Delaware (the  “Issuer”),
  ABN AMRO HOLDING N.V., a public limited liability company incorporated under
  the laws of The Netherlands (“Holding”), ABN AMRO
  BANK N.V., a public limited liability company incorporated under the laws of
  The Netherlands (the “Bank”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company,
  as trustee (the “Trustee”).
   

      Capitalized
  terms used herein and not otherwise defined herein have the meanings assigned
  to those terms in the Indenture (as defined below).  

 WITNESSETH  

      WHEREAS,
  the Issuer, the Bank and the Trustee executed and delivered an Indenture, dated
  as of June 15, 2003 (the “Indenture”), to provide for the issuance of the Issuer’s Securities;
   

      WHEREAS,
  the Issuer and the Bank desire to make Holding an additional guarantor of the
  Securities;  

      WHEREAS,
  Holding desires to guarantee the Issuer’s obligations under the Securities;
   

      WHEREAS,
  the Issuer, the Bank and Holding have requested that the Trustee execute and
  deliver this First Supplemental Indenture, and all requirements necessary to
  make this First Supplemental Indenture a valid, binding and enforceable instrument
  in accordance with its terms, have been done and performed, and the execution
  and delivery of this First Supplemental Indenture has been duly authorized in
  all respects;  

       NOW,
  THEREFORE, 

      With
  respect to the Securities issued on or after the date hereof, the Issuer, Holding,
  the Bank and the Trustee mutually covenant and agree as follows:  

 ARTICLE 1  

  GUARANTEE
   

      Section
  1.01. Guarantee and Indemnity. Article
  13 of the Indenture is hereby replaced in its entirety with the following: 


 “ARTICLE 13  

  GUARANTEE AND INDEMNITY


 





       Section
  13.01. The Guarantee. Each of ABN AMRO Holding N.V. and ABN AMRO Bank
  N.V. (each a “Guarantor” and, collectively, the 
  “Guarantors”) hereby unconditionally
  guarantees, jointly and severally, to each Holder of a Security authenticated
  and delivered by the Trustee and to the Trustee the due and punctual payment
  of the principal of, any premium and interest on, and any additional amounts
  with respect to such Security and the due and punctual payment of the sinking
  fund payments (if any) provided for pursuant to the terms of such Security,
  when and as the same shall become due and payable, whether at maturity, by acceleration,
  redemption, repayment or otherwise, in accordance with the terms of such Security
  and of this Indenture, as supplemented, and all other amounts owed by the Issuer
  thereunder. In case of the failure of the Issuer punctually to pay any such
  principal, premium, interest, additional amounts or sinking fund payment, each
  Guarantor hereby agrees to cause any such payment to be made punctually when
  and as the same shall become due and payable, whether at maturity, upon acceleration,
  redemption, repayment or otherwise, and as if such payment were made by the
  Issuer.  

       Section
  13.02. Net Payments. All payments of principal of and premium, if any,
  interest and any other amounts on, or in respect of, the Securities of any series
  or any Coupon appertaining thereto shall be made by the Guarantors without withholding
  or deduction at source for, or on account of, any present or future taxes, fees,
  duties, assessments or governmental charges of whatever nature imposed or levied
  by or on behalf of The Netherlands (the “taxing jurisdiction”)
  or any political subdivision or taxing authority thereof or therein, unless
  such taxes, fees, duties, assessments or governmental charges are required to
  be withheld or deducted by (i) the laws (or any regulations or ruling promulgated
  thereunder) of a taxing jurisdiction or any political subdivision or taxing
  authority thereof or therein or (ii) an official position regarding the application,
  administration, interpretation or enforcement of any such laws, regulations
  or rulings (including, without limitation, a holding by a court of competent
  jurisdiction or by a taxing authority in a taxing jurisdiction or any political
  subdivision thereof). If a withholding or deduction at source is required, the
  Guarantors shall, subject to certain limitations and exceptions set forth below,
  be obligated to pay, jointly and severally, to the Holder of any such Security
  or any Coupon appertaining thereto such additional amounts as may be necessary
  so that every net payment of principal, premium, if any, interest or any other
  amount made to such Holder, after such withholding or deduction, shall not be
  less than the amount provided for in such Security, any Coupons appertaining
  thereto and this Indenture to be then due and payable; provided, however, that
  the Guarantors shall not be required to make payment of such additional amounts
  for or on account of:  

      (a)
  any tax, fee, duty, assessment or governmental charge of whatever nature which
  would not have been imposed but for the fact that such Holder: (A) was a resident,
  domiciliary or national of, or engaged in business or maintained a permanent
  establishment or was physically present in, the relevant taxing  

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 jurisdiction or any political subdivision
  thereof or otherwise had some connection with the relevant taxing jurisdiction
  other than by reason of the mere ownership of, or receipt of payment under,
  such Security; (B) presented such Security for payment in the relevant taxing
  jurisdiction or any political subdivision thereof, unless such Security could
  not have been presented for payment elsewhere; or (C) presented such Security
  more than thirty (30) days after the date on which the payment in respect of
  such Security first became due and payable or provided for, whichever is later,
  except to the extent that the Holder would have been entitled to such additional
  amounts if it had presented such Security for payment on any day within such
  period of thirty (30) days;  

      (b)
  any estate, inheritance, gift, sale, transfer, personal property or similar
  tax, assessment or other governmental charge;  

      (c)
  any tax assessment or other governmental charge imposed on a payment that is
  required to be made pursuant to any European Union Directive on the taxation
  of savings implementing the conclusions of the ECOFIN council meetings of November
  26 – 27, 2000 and June 3, 2003 or any law implementing or complying with,
  or introduced in order to confirm such directive;  

      (d)
  any tax, assessment or other governmental charge that is imposed or withheld
  by reason of the failure by the Holder or the beneficial owner of such Security
  to comply with any reasonable request by a Guarantor addressed to the Holder
  within 90 days of such request (A) to provide information concerning the nationality,
  residence or identity of the Holder or such beneficial owner or (B) to make
  any declaration or other similar claim or satisfy any information or reporting
  requirement, which, in the case of (A) or (B), is required or imposed by statute,
  treaty, regulation or administrative practice of the relevant taxing jurisdiction
  or any political subdivision thereof as a precondition to exemption from all
  or part of such tax, assessment or other governmental charge; or 

      (e) any
  combination of items (a), (b) (c) and (d);  

 nor shall additional amounts be paid
  with respect to any payment of the principal of, or premium, if any, interest
  or any other amounts on, any such Security to any Holder who is a fiduciary
  or partnership or other than the sole beneficial owner of such Security to the
  extent such payment would be required by the laws of the relevant taxing jurisdiction
  (or any political subdivision or relevant taxing authority thereof or therein)
  to be included in the income for tax purposes of a beneficiary or partner or
  settlor with respect to such fiduciary or a member of such partnership or a
  beneficial owner who would not have been entitled to such additional amounts
  had it been the Holder of the Security.  

      Whenever
  in this Indenture there is mentioned, in any context, the payment of the principal
  of or any premium, interest or any other amounts on, or in respect of, any Security
  of any series or any Coupon or the net proceeds received on the sale or exchange
  of any Security of any series, such mention shall  

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 be deemed to include mention of the
  payment of additional amounts provided by the terms of such series established
  hereby or pursuant hereto to the extent that, in such context, additional amounts
  are, were or would be payable in respect thereof pursuant to such terms, and
  express mention of the payment of additional amounts (if applicable) in any
  provision hereof shall not be construed as excluding the payment of additional
  amounts in those provisions hereof where such express mention is not made. 


      Except
  as otherwise provided in or pursuant to this Indenture or the Securities of
  the applicable series, at least 10 days prior to the first Interest Payment
  Date with respect to a series of Securities (or if the Securities of such series
  shall not bear interest prior to Maturity, the first day on which a payment
  of principal is made), and at least 10 days prior to each date of payment of
  principal or interest if there has been any change with respect to the matters
  set forth in the below-mentioned Guarantor’s Officers’ Certificate,
  one of the Guarantors shall furnish to the Trustee and the principal paying
  agent, if other than the Trustee, such Guarantor’s Officers’ Certificate
  instructing the Trustee and such paying agent whether such payment of principal
  of and premium, if any, interest or any other amounts on the Securities of such
  series shall be made to Holders of Securities of such series or the Coupons
  appertaining thereto without withholding for or on account of any tax, fee,
  duty, assessment or other governmental charge described in Section 13.02. If
  any such withholding shall be required, then such Guarantor’s Officers’
  Certificate shall specify by taxing jurisdiction the amount, if any, required
  to be withheld on such payments to such Holders of Securities or Coupons, and
  the Guarantors agree to pay, jointly and severally, to the Trustee or such paying
  agent the additional amounts required by Section 13.02. The  Guarantors
  covenant to indemnify, jointly and severally, the Trustee and any paying agent
  for, and to hold them harmless against, any loss, liability or expense reasonably
  incurred without negligence or bad faith on their part arising out of or in
  connection with actions taken or omitted by any of them in reliance on any Guarantor’s
  Officers’ Certificate furnished pursuant to Section 13.02. 

      Section
  13.03. Guarantee Unconditional, etc. Each Guarantor hereby agrees that
  its obligations hereunder shall be as principal and not merely as surety, and
  shall be absolute, irrevocable and unconditional, irrespective of, and shall
  be unaffected by, any invalidity, irregularity or unenforceability of any Security
  or this Indenture, any failure to enforce the provisions of any Security or
  this Indenture, or any waiver, modification, consent or indulgence granted with
  respect thereto by the Holder of such Security or the Trustee, the recovery
  of any judgment against the Issuer or any action to enforce the same, or any
  other circumstances which may otherwise constitute a legal or equitable discharge
  of a surety or guarantor. Each Guarantor hereby waives diligence, presentment,
  demand of payment, filing of claims with a court in the event of merger, insolvency
  or bankruptcy of the Issuer, any right to require a proceeding first against
  the Issuer, protest or notice with respect to any such Security or the Indebtedness
  evidenced thereby and all demands whatsoever, and covenants that  

 5  

  







 this Guarantee will not be discharged
  except by payment in full of the principal of, any premium and interest on,
  and any additional amounts and sinking fund payments required with respect to,
  the Securities and the complete performance of all other obligations contained
  in the Securities. Each Guarantor further agrees, to the fullest extent that
  it lawfully may do so, that, as between such Guarantor, on the one hand, and
  the Holders and the Trustee, on the other hand, the maturity of the obligations
  guaranteed hereby may be accelerated as provided in Section 5.01 hereof for
  the purposes of this Guarantee, notwithstanding any stay, injunction or prohibition
  extant under any bankruptcy, insolvency, reorganization or other similar law
  of any jurisdiction preventing such acceleration in respect of the obligations
  guaranteed hereby.  

       Section
  13.04. Reinstatement. This Guarantee shall continue to be effective or
  be reinstated, as the case may be, if at any time payment on any Security, in
  whole or in part, is rescinded or must otherwise be restored to the Issuer or
  any Guarantor upon the bankruptcy, liquidation or reorganization of the Issuer
  or otherwise.  

       Section
  13.05. Subrogation. A Guarantor shall be subrogated to all rights of
  the Holder of any Security against the Issuer in respect of any amounts paid
  to such Holder by such Guarantor pursuant to the provisions of this Guarantee;
  provided, however, that such Guarantor shall not be entitled to enforce, or
  to receive any payments arising out of or based upon, such right of subrogation
  until the principal of, any premium and interest on, and any additional amounts
  and sinking fund payments required with respect to, all Securities shall have
  been paid in full.  

       Section
  13.06. Indemnity. As a separate and alternative stipulation, each Guarantor
  unconditionally and irrevocably agrees that any sum expressed to be payable
  by the Issuer under this Indenture, the Securities or the Coupons but which
  is for any reason (whether or not now known or becoming known to the Issuer,
  the Guarantors, the Trustee or any Holder of any Security or Coupon) not recoverable
  from such Guarantor on the basis of a guarantee will nevertheless be recoverable
  from it as if it were the sole principal debtor and will be paid by it to the
  Trustee on demand. This indemnity constitutes a separate and independent obligation
  from the other obligations in this Indenture, gives rise to a separate and independent
  cause of action and will apply irrespective of any indulgence granted by the
  Trustee or any Holder of any Security or Coupon.  

 6  

 







      Section
  13.07. Assumption by Guarantors.  

       (a)  
     The Guarantors may, without the consent of the Holders, jointly
  and severally, assume all of the rights and obligations of the Issuer hereunder
  with respect to a series of Securities and under the Securities of such series
  if, after giving effect to such assumption, no Event of Default or event which
  with the giving of notice or lapse of time, or both, would become an Event of
  Default, shall have occurred and be continuing. Upon such an assumption, each
  Guarantor shall execute a supplemental indenture evidencing its assumption of
  all such rights and obligations of the Issuer and the Issuer shall be released
  from its liabilities hereunder and under such Securities as obligor on the Securities
  of such series.  

       (b)
       The Guarantors shall, jointly and severally, assume
  all of the rights and obligations of the Issuer hereunder with respect to a
  series of Securities and under the Securities of such series if, upon a default
  by the Issuer in the due and punctual payment of the principal, sinking fund
  payment, if any, premium, if any, or interest on such Securities, the Guarantors
  are prevented by any court order or judicial proceeding from fulfilling its
  obligations under Section 13.01 with respect to such series of Securities. Such
  assumption shall result in the Securities of such series becoming the direct
  obligations of the Guarantors, acting jointly and severally, and shall be effected
  without the consent of the Holders of the Securities of any Series. Upon such
  an assumption, the Guarantors shall execute a supplemental indenture evidencing
  their assumption of all such rights and obligations of the Issuer, and the Issuer
  shall be released from its liabilities hereunder and under such Securities as
  obligor on the Securities of such Series.”  

      Section
  1.02. Holding as Guarantor. By executing this First  Supplemental
  Indenture, Holding agrees to be a Guarantor under the Indenture, as supplemented
  by this First Supplemental Indenture, and to be bound by, and subject to, the
  terms of the Indenture, as supplemented by this First Supplemental Indenture.
   

      Section
  1.03. Definition of "Guarantor". The definition of “Guarantor”
  in Section 1.01 of the Indenture is hereby replaced in its entirety with the
  following:  

      “Guarantor”
  means each Person named as the “Guarantor” in Section 13.01 of this
  Indenture, as supplemented by the First Supplemental Indenture, until any successor
  Person shall have become such pursuant to the applicable provisions of this
  Indenture, as so supplemented, and thereafter “Guarantor” shall mean
  each such successor Person.”  

 7  

 







 ARTICLE 2  

  MISCELLANEOUS  

      Section
  2.01. Effect Of Supplemental Indenture. Upon the execution and delivery
  of this First Supplemental Indenture by each of the Issuer, Holding, the Bank
  and the Trustee, the Indenture shall be supplemented in accordance herewith,
  and this First Supplemental Indenture shall form a part of the Indenture for
  all purposes, and every Holder of Securities hereafter authenticated and delivered
  under the Indenture shall be bound thereby.  

      Section
  2.02. Confirmation Of Indenture. The Indenture, as supplemented and amended
  by this First Supplemental Indenture, is in all respects ratified and confirmed,
  and the Indenture, First Supplemental Indenture and all indentures supplemental
  thereto shall be read, taken and construed as one and the same instrument. 


      Section
  2.03. Concerning The Trustee. The Trustee assumes no duties, responsibilities
  or liabilities by reason of this First Supplemental Indenture other than as
  set forth in the Indenture. The Trustee makes no representations as to the validity
  or sufficiency of this First Supplemental Indenture. The recitals and statements
  herein are deemed to be those of the Issuer, Holding and the Bank and not of
  the Trustee. 

      Section
  2.04. Governing Law. This First Supplemental Indenture shall be deemed
  to be a contract under the laws of the State of New York, and for all purposes
  shall be construed in accordance with the laws of such State, except as may
  otherwise be required by mandatory provisions of law.  

      Section
  2.05. Separability. In case any provision contained 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
  2.06. 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. 


 [Signature Pages Follow] 


 8  

 







      IN WITNESS WHEREOF,
  the parties hereto have caused this First Supplemental Indenture to be duly
  executed as of the date first written above. 

  

	 	LASALLE FUNDING LLC 
	 	 
	 	By: 	___________________________
	 	 	Name: 

      Title:    
	 	 	 
	 	By:	___________________________
	 	 	Name: 

      Title:    


  

  

  

  





      IN WITNESS WHEREOF,
  the parties hereto have caused this First Supplemental Indenture to be duly
  executed as of the date first written above. 

  

	 	 ABN AMRO HOLDING N.V. 
	 	 
	 	By: 	___________________________
	 	 	Name: 

      Title:     
	 	 	 
	 	By:	___________________________
	 	 	Name: 

      Title:   
	 	 	 
	 	ABN AMRO BANK N.V. 
	 	 
	 	By:	___________________________
	 	 	Name: 

      Title:    
	 	 	 
	 	By: 	___________________________
	 	 	Name: 

      Title:    


  

  

  





      IN
  WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture
  to be duly executed as of the date first written above. 

  

	 	BNY MIDWEST TRUST COMPANY
    
	 	 
	 	By: 	 ___________________________
	 	 	Name: 

      Title: