First Supplemental Indenture, dated as of July 1, 2008


 Exhibit 4.1 
 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. 
  

	 	(a)	In this First Supplemental Indenture, unless a clear contrary intention appears: 

  

	 	(i)	the singular number includes the plural number and vice versa; 

  

	 	(ii)	reference to any gender includes the other gender; 

  

	 	(iii)	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; 

  

	 	(iv)	 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; 


  

	 	(v)	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; 

  

	 	(vi)	reference to any Section means such Section of this First Supplemental Indenture; and 

  

	 	(vii)	the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.


  

	 	(b)	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.


 SECTION 3. Assumption of Obligations. 
  

	 	(a)	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. 

  

	 	(b)	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. 

  

	 	(c)	 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 



  

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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). 


  

	 	(d)	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. 

 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: 
  

	 	(a)	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; 

  

	 	(b)	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.


  

	 	(c)	 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 



  

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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. 


  

	 	(d)	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. 

 SECTION 6. Reference to the Indenture. 
  

	 	(a)	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. 

  

	 	(b)	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. 

  

	 	(c)	The Indenture, as amended and supplemented hereby shall remain in full force and effect and is hereby ratified and confirmed. 

 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
		
	By:	 	/s/ Anthony M. Bruno, Jr.
	Name:	 	Anthony M. Bruno, Jr.
	Title:	 	Chairman, President and CEO


  

			
	VALLEY NATIONAL BANCORP
		
	By:	 	/s/ Peter Crocitto
	Name:	 	Peter Crocitto
	Title:	 	Executive Vice President and Chief Operating Officer


  

			
	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee
		
	By:	 	/s/ W.T. Morris II
	Name:	 	W. Thomas Morris, II
	Title:	 	Assistant Vice President


  

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