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EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST
SUPPLEMENTAL INDENTURE dated as of April 30, 2004 (this "First
Supplemental Indenture") is by and among
Wilmington Trust Company, a Delaware
banking corporation (herein, together with
its successors in interest, the
"Trustee"), Provident Bankshares
Corporation, a Maryland corporation (the
"Successor Company") and Southern Financial
Bancorp, Inc., a Virginia
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 Indenture dated
as
of May 24, 2000 (the "Indenture"), pursuant
to which the Company issued U.S.
$5,154,640 of its Junior Subordinated Debt
Securities due July 15, 2030.
As
permitted by the terms of the Indenture, the Company,
simultaneously
with the effectiveness of this First
Supplemental Indenture, shall merge
(referred to herein and 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, Article VIII of the
Indenture.
SECTION 1.
DEFINITIONS. All capitalized terms used herein which are
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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) 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;
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(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 or to
modify the Trustee's rights, privileges and protections
under 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) unless otherwise
noted herein 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.
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(a) Pursuant to,
and in compliance and accordance with, Section
8.01 of the Indenture, the Successor Company hereby expressly
assumes the due and punctual payment of the principal of and
interest (including any Additional Interest) on all the
Securities and the performance of all of the covenants and
obligations of the Indenture to be performed or observed by
the Company under the Indenture.
(b) Pursuant to,
and in comp
