exv4w1






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 (10th) Business Day
following the date of issuance of a written determination is issued by the DFI or
FDIC to deny any application for a Regulatory Approval that is required for the
consummation of the transactions contemplated by the Purchase Agreement; (iii) the
tenth (10th) Business Day following the date on which all Regulatory
Approvals have been issued if the Company has not filed by that tenth Business Day a
voluntary petition to commence a Chapter 11 case under the United States Bankruptcy
Code; (iv) the termination of the Purchase Agreement or the making of any public
announcement by the Company that the Company does not intend to pursue the Purchase
Agreement; (v) the modification of the Purchase Agreement (other than to a
modification to extend the termination date thereof from time to time) in any
material respect without the consent of the Holders who were Holders as of May 28,
2008 of not less than 75% in principal amount of the Outstanding Securities (which
consent shall not be unreasonably withheld, conditioned or delayed); or (vi) the
occurrence of July 31, 2008 (said date, as it may be extended from time to time
pursuant to this clause (vi), the “Termination Date”), provided,
however, that the initial Termination Date shall be automatically extended
for up to two (2) periods of one (1) calendar month each if, on or before the
initial Termination Date (or if the first extension period of the Termination Date
remains in effect, on or before August 31, 2008), the Company delivers to Trustee an
officer’s certificate certifying that (X) none of the events in clauses (i) though
(v) above has occurred, (Y) CapitalSource TRS, Inc. has agreed in writing to extend
the termination date of the Purchase Agreement to a date not earlier than August 31,
2008 with respect to the first extension of the Termination Date, or September 30,
2008 with respect to the second extension of the Termination Date, and (Z) the
inability to consummate the Purchase Agreement at such time is due solely to the
failure to obtain the Regulatory Approvals from the FDIC or DFI as of such date.


ARTICLE III

RATIFICATION



          3.01 Ratification. The terms and provisions set forth in this Supplement shall modify
and supersede all inconsistent terms and provisions set forth in the Indenture, and, except as
expressly modified and superseded by this Supplement, the terms and provisions of the Indenture are
ratified and confirmed and shall continue in full force and effect. The Issuer and the Indenture
Trustee agree that the Indenture, as amended hereby, shall continue to be the legal,



 









 






valid and binding obligation of the Issuer and the Indenture Trustee and enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent
transfer and other laws affecting creditors’ rights generally, and subject to general principles of
equity, regardless of whether considered in a proceeding at law or in equity.



ARTICLE IV

MISCELLANEOUS



          4.01 Execution in Counterparts and by Electronic Transmission. This Supplement may be
executed in any number of counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which counterparts, taken together, shall constitute but one
and the same instrument. The word “executed” shall be deemed to include electronic signatures or
the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law.




          4.02 Persons Bound. Pursuant to Section 9.4 of the Indenture, this Supplemental
Indenture shall be binding upon, and inure to the benefit of, Issuer, Indenture Trustee and all
Holders and their respective successors and assigns.




          4.03 Headings. The various headings of this Supplement are inserted for convenience
only and shall not affect the meaning or interpretation of this Supplement or any provisions
hereof.




          4.04 GOVERNING LAW. THE PARTIES HERETO AGREE THAT THIS SUPPLEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
APPLICATION OF CHOICE OF LAW PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.




[SIGNATURE PAGE FOLLOWS]




 









 








          IN WITNESS WHEREOF, this Supplemental Indenture has been signed and delivered by the parties
as of the date first above written.




	 	 	 	 	 
	 	THE ISSUER:


FREMONT GENERAL CORPORATION

 	 
	 	By:  	/s/ DONALD E. ROYER
 	 
	 	Name:  	Donald E. Royer 	 
	 	Title:  	Executive Vice President and General Counsel 	 
	 
	 	THE INDENTURE TRUSTEE:


HSBC BANK USA, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Indenture Trustee

 	 
	 	By:  	/s/ ROBERT A. CONRAD
 	 
	 	Name:  	Robert A. Conrad 	 
	 	Title:  	Vice President 	 
	 



Joinder and Consent:




The undersigned hereby consents to the

terms of the foregoing Supplemental

Indenture as of the date first written

above, and the undersigned represents

and warrants that, as of date hereof,

it owns the majority in principal

amount of the Outstanding Securities of

the 7.875% Senior Notes due 2009 issued

pursuant to the Indenture.




	 	 	 	 	 
	 	TENNENBAUM MULTI-STRATEGY MASTER FUND

 	 
	 	By:  	Tennenbaum Capital Partners, LLC,

its Investment Manager

 	 
	 	By:  	/s/ DAVID A. HOLLANDER
 	 
	 	Name:  	David A. Hollander 	 
	 	Title:  	Managing Director