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XCF ACCEPTANCE CORPORATION
CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK
CAL FED BANCORP INC.
and
THE CHASE MANHATTAN BANK,
as Trustee
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THIRD SUPPLEMENTAL INDENTURE
Dated as of December 13, 1996
to
INDENTURE
Dated as of February 15, 1986
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6 1/2% Convertible Subordinated Debentures
Due 2001
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THIRD SUPPLEMENTAL INDENTURE, dated as of December 13, 1996 (the
"Third Supplemental Indenture"), among XCF Acceptance Corporation, a
corporation duly organized and existing under the laws of the State of
California ("XCF"), California Federal Bank, A Federal Savings Bank
(the "Bank"), Cal Fed Bancorp Inc., a corporation duly organized and existing
under the laws of the State of Delaware ("Bancorp"), and The Chase Manhattan
Bank (formerly Chemical Bank, successor by merger to Manufacturers Hanover
Trust Company), a New York corporation, as Trustee (the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, XCF (as successor by merger to CalFed Inc., a Delaware
corporation) has duly authorized, executed and delivered to the Trustee that
certain indenture dated as of February 15, 1986, as amended by the First
Supplemental Indenture dated as of December 16, 1992 and the Second
Supplemental Indenture dated as of December 13, 1996 (the "Indenture"),
pursuant to which the 6 1/2% Convertible Subordinated Debentures Due 2001
(the "Securities") of XCF were issued (all capitalized terms used herein and
not otherwise defined shall have the meanings ascribed thereto in the
Indenture);
WHEREAS, pursuant to the terms of the Indenture, the Securities were
convertible into shares of Bank common stock prior to the execution of this
Third Supplemental Indenture;
WHEREAS, effective January 1, 1996, the Bank was merged (the "Bank
Merger") with California Federal Interim Bank, A Federal Savings Bank, which
was a subsidiary of Bancorp, pursuant to an Agreement and Plan of
Reorganization dated as of October 16, 1995, with the Bank being the
surviving corporation, and each share of the Bank common stock was
converted into one share of Bancorp common stock;
WHEREAS, on October 18, 1996, the Boards of Directors of XCF, Bancorp
and the Bank each authorized the execution and delivery of this Third
Supplemental Indenture;
WHEREAS, pursuant to Section 801(5) of the Indenture, the Trustee is
permitted to enter into a supplemental indenture, without obtaining the consent
of the holders of the Securities, "to make provisions with respect to the
conversion rights of Holders of Securities pursuant to Section 1311" of the
Indenture; and
WHEREAS, Section 1311 of the Indenture requires that, as a result of
the Bank Merger, the Securities become convertible into shares of Bancorp
common stock;
NOW, THEREFORE, XCF, the Bank and Bancorp each covenants and agrees
with the Trustee, for the equal and proportionate benefit and security of
those who shall hold the Securities from time to time, as hereinafter set
forth.
ARTICLE ONE
Provisions for Conversion
Section 1.1. Conversion into Bancorp Common Stock. The Holder of
each Security outstanding after the Bank Merger shall have the right, during
the period such Security shall be convertible as specified in Section 1301 of
the Indenture, to convert such Security only into the number of shares of
common stock, par value $1.00 per share, of Bancorp (the "Bancorp Common
Stock") receivable in the Bank Merger by a holder of the number of shares
of common stock, par value $1.00 per share, of the Bank (the "Bank Common
Stock") into which such Security might have been converted immediately
prior to the Bank Merger.
Section 1.2. Release of the Bank. As a result of the Securities
no longer being convertible into the Bank Common Stock, each of the parties
hereto agrees that the Bank has satisfied all of its obligations under the
Indenture and that the Bank shall be released from any further obligation
under the Indenture.
ARTICLE TWO
Miscellaneous Provisions
Section 2.1. Interpretation. This Third Supplemental Indenture is a
supplemental indenture pursuant to Section 801 of the Indenture. Upon execution
and delivery of this Third Supplemental Indenture, the Indenture shall be
modified and amended in accordance with this Third Supplemental Indenture, and
all the terms and conditions of both shall be read together as though they
constitute one instrument, except that, in case of conflict, the provisions of
this Third Supplemental Indenture will control. The Indenture, as modified and
amended by this Third Supplemental Indenture, is hereby ratified and confirmed
in all respects and shall bind every Holder of Securities. In case of conflict
between the terms and conditions contained in the Securities and those
contained in the Indenture, as modified and amended by this Third Supplemental
Indenture, the provisions of the Indenture, as modified and amended by this
Third Supplemental Indenture, shall control.
Section 2.2. Successors and Assigns. All the covenants, stipulations,
promises and agreements in this Third Supplemental Indenture made by or on
behalf of XCF, the Bank, Bancorp or the Trustee, shall bind and inure to the
benefit of their respective successors and assigns.
Section 2.3. Counterparts. This Third Supplemental Indenture may be
executed in any number of counterparts, and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
Section 2.4. Title and Section Headings. The titles of the Articles
and the Section headings are for convenience only and shall not affect the
construction hereof.
Section 2.5. Recitals. The recitals contained herein and in the
Securities, as amended hereby, (except the Trustee's certificate of
authentication) shall be taken as the
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statements of XCF, the Bank and Bancorp, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Third Supplemental Indenture or of
the Securities, as amended hereby, or coupons.
Section 2.6. Governing Law. This Third Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State
of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed by their respective officers
hereunto duly authorized, all as of the day and year first written above.
XCF ACCEPTANCE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
Attest:
/s/ Xxxxx Xxxxxxxxx
----------------------
Name: Xxxxx Xxxxxxxxx
Title: Secretary
CALIFORNIA FEDERAL BANK, A
FEDERAL SAVINGS BANK
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
and Secretary
Attest:
/s/ Xxxxx Xxxxxxxxx
----------------------
Name: Xxxxx Xxxxxxxxx
Title: Senior Vice President and
Assistant Secretary
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CAL FED BANCORP INC.
By:
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
and Secretary
Attest:
----------------------
Name: Xxxxx Xxxxxxxxx
Title: Senior Vice President and
Assistant Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ Xxxxxx Deck
-----------------------------
Name: Xxxxxx Deck
Title: Senior Trust Officer
Attest:
/s/ Xxxxx X. XxXxxxxx
----------------------
Name: Xxxxx X. XxXxxxxx
Title: Senior Trust Officer
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CAL FED BANCORP INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
and Secretary
Attest:
/s/ Xxxxx Xxxxxxxxx
----------------------
Name: Xxxxx Xxxxxxxxx
Title: Senior Vice President and
Assistant Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By:
-----------------------------
Name: Xxxxxx Deck
Title: Senior Trust Officer
Attest:
----------------------
Name:
Title:
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STATE OF California )
)ss.
COUNTY OF Los Angeles )
On the 13th day of December, 1996, before me, personally came
Xxxxxxx X. Xxxxxx to me known, who, being by me duly sworn, did depose and
say that he resides at 0000 Xxxxxxxx Xx., Xxxxxxxx, XX; that he is Executive
VP & Secretary of California Federal Bank, A Federal Savings Bank, one of the
parties described in and who executed the above instrument; and that he signs
his name thereto by authority of the Board of Directors of said Company.
WITNESS my hand and official seal.
/s/ Xxxxxxx Xxxx Xxx Xxx
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Notary Public in and for said State
[Seal] [GRAPHIC OMITTED]
STATE OF California )
)ss.
COUNTY OF Los Angeles )
On the 13th day of December, 1996, before me, personally came
Xxxxx X. Xxxxxxxxx to me known, who, being by me duly sworn, did depose and
say that she resides at 000 X. Xxxxxxxxx, Xxxxxxxx, XX; that she is Senior
Vice President of California Federal Bank, A Federal Savings Bank, one of
the parties described in and who executed the above instrument; and that she
signs her name thereto by authority of the Board of Directors of said Company.
WITNESS my hand and official seal.
/s/ Xxxxxxx Xxxx Xxx Xxx
-------------------------------
Notary Public in and for said State
[Seal] [GRAPHIC OMITTED]
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STATE OF New York )
)ss.
COUNTY OF New York )
On the 13th day of December, 1996, before me, personally came
Xxxxxx X. Deck to me known, who, being by me duly sworn, did depose and
say that he resides at Great Neck, New York; that he is Senior Trust
Officer of The Chase Manhattan Bank, one of the parties described in
and who executed the above instrument, and that he signed his name thereto
by authority of the Board of Directors of said Company.
WITNESS my hand and official seal.
/s/ Xxxxx Xxxxx
-------------------------------
Notary Public in and for said State
[Seal] [GRAPHIC OMITTED]
STATE OF New York )
)ss.
COUNTY OF New York )
On the 13th day of December, 1996, before me, personally came
Xxxxx X. XxXxxxxx to me known, who, being by me duly sworn, did depose and
say that he resides at Bayside, New York; that he is Senior Trust
Officer of The Chase Manhattan Bank, one of the parties described in
and who executed the above instrument; and that he signs his name thereto
by authority of the Board of Directors of said Company.
WITNESS my hand and official seal.
/s/ Xxxxx Xxxxx
-------------------------------
Notary Public in and for said State
[Seal] [GRAPHIC OMITTED]
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