Exhibit 4.1
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE , dated as of May 28, 2008
(this “ Supplement ”), is made by and between
FREMONT GENERAL CORPORATION (the “ Issuer
”) and HSBC BANK USA, NATIONAL ASSOCIATION , not in
its individual capacity but solely as Indenture Trustee (the
“ Indenture Trustee ”), with the Holders of the
majority in principal amount of the Outstanding Securities of each
series (the “ Majority of Holders ”) issued
pursuant to the Indenture (as defined below) joining in the
execution of this Supplement for the purpose of consenting to the
execution and delivery of this Supplement.
WHEREAS , the Issuer and The First National Bank of Chicago,
as the initial trustee (“ Initial Trustee ”)
entered into that certain Indenture, dated as of March 1, 1999
(as amended or supplemented from time to time, the “
Indenture ”);
WHEREAS , Indenture Trustee has been appointed as the
trustee under the Indenture and has, accordingly, succeeded to all
rights of Initial Trustee under the Indenture;
WHEREAS , Section 9.2 of the Indenture provides that
the Indenture Trustee and the Issuer may, with the consent of the
Majority of Holders, enter into one or more supplemental indentures
to modify certain provisions of the Indenture; and
NOW, THEREFORE , in consideration of the premises and mutual
agreements herein contained, each party agrees as follows:
ARTICLE I
DEFINITIONS
1.01 Certain Definitions . Capitalized terms
used but not defined herein shall have the meanings assigned to
such terms in the Indenture.
ARTICLE II
AMENDMENT
2.01 Amendment to the Indenture . Effective as
of the date hereof, the first paragraph of Section 5.2 of the
Indenture shall be amended and restated, in its entirety, to read
as follows:
If an Event of Default with respect to Outstanding Securities of
any series (other than an Event of Default with respect to the
Company specified in clause (7) or (8) of Section 5.1)
occurs and is continuing, then the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of
such series may declare the principal of all the Securities of such
series, or such lesser amount as may be provided for in the
Securities of such series, to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by
the Holders), and upon any such declaration such principal or such
lesser amount shall become immediately due and payable.
Notwithstanding anything in
this Indenture to the contrary, no portion of the Outstanding
Securities of any series may be declared immediately due and
payable under any provision of this Indenture (other than an Event
of Default with respect to the Company specified in clause
(7) or (8) of Section 5.1) until after the earliest
to occur of (i) the consummation of the sale of substantially
all of the assets of Fremont Investment & Loan pursuant to that
certain Purchase and Assumption Agreement dated April 13, 2008
among the Company, Fremont General Credit Corporation, Fremont
Investment & Loan and CapitalSource TRS, Inc., as the same may
be amended from time to time (the “ Purchase Agreement
”; all capitalized terms used in this sentence but not
otherwise defined in this Indenture shall have the meanings
ascribed to those terms under the Purchase Agreement);
(ii) the tenth (10 th ) Business Day
following the date of issuance of a written determination is issued
by the DFI or FDIC
