Unassociated Document


    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 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).

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                (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
      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.

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (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]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    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	 
	 	 	 	 


        

         

         

        

          
            5