EXHIBIT 4.12
SUPPLEMENTAL DEBENTURE AGREEMENT
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THIS SUPPLEMENTAL DEBENTURE AGREEMENT, dated as of November 22, 1996, is
made pursuant to Article VIII.2 of the Debenture Agreement dated as of September
27, 1995 (the "Debenture Agreement") pursuant to which Cupertino National
Bancorp, a California corporation ("Cupertino"), has issued 11.5% Senior
Subordinated Debentures due 2005 (the "Debentures"). All capitalized terms used
herein and not otherwise defined shall have the meaning given to them in the
Debenture Agreement.
RECITALS
WHEREAS, Article III of the Debenture Agreement provides that the aggregate
principal amount of Debentures which may be delivered under the Debenture
Agreement is limited to $2,500,000, except for Debentures delivered upon
registration or transfer of, or in exchange for, or in lieu of, other
Debentures, as provided therein.
WHEREAS, Article VIII.2 of the Debenture Agreement provides that Cupertino
may, when authorized by a Board Resolution and with the consent of the Holders
of the Outstanding Debentures, enter into a Supplemental Debenture Agreement for
the purpose of changing in any manner or eliminating any of the provisions of
the Debenture Agreement.
WHEREAS, on September 21, 1995, the Board of Directors of Cupertino
authorized and approved an increase in the aggregate amount of Debentures to be
offered by Cupertino pursuant to the Debenture Agreement to $3,000,000.
WHEREAS, Cupertino obtained the consent of the Holders of the Outstanding
Debentures, each of whom is listed on Exhibit A-1 hereto, that any limitation
imposed by the Debenture Agreement, Debenture, Private Placement Offering
Memorandum, Subscription Agreement or any other documents concerning the
Debentures which provides that the aggregate principal amount of Debentures is
limited to $2,500,000, be amended to reflect that the aggregate amount of
Debentures to be offered by Cupertino pursuant to the Debenture Agreement shall
be $3,000,000.
WHEREAS, Cupertino desires to amend the Debenture Agreement to reflect that
the aggregate amount of Debentures to be issued under and pursuant to the
Debenture Agreement by Cupertino shall be $3,000,000.
AMENDMENT
NOW, THEREFORE, Cupertino hereby amends the Debenture Agreement to reflect
that the aggregate amount of Debentures to be issued under and pursuant to the
Debenture Agreement by Cupertino shall be $3,000,000 by substituting
"$3,000,000", wherever "$2,500,000" appears in the Debenture Agreement.
GENERAL PROVISIONS
As amended by this Supplemental Debenture Agreement, the Debenture
Agreement is in all respects ratified and confirmed and, as amended by this
Supplemental Debenture Agreement, shall be read, taken and construed as one and
the same instrument.
This Supplemental Debenture Agreement shall become a legally effective
and binding instrument as of the date hereof.
This Supplemental Debenture Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, Cupertino has caused this Supplemental Debenture
Agreement to be duly signed and acknowledged by its officers all as of the day
and year first above written.
CUPERTINO NATIONAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Executive Vice
President and Chief Operating
Officer
Attest:
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Secretary
See Exhibit A-1 hereto, which supersedes Exhibit A, for the list of
Debentureholders who duly executed Subscription Agreements that were accepted by
Cupertino and pursuant to which they agreed to be bound by the terms of the
Debenture Agreement and are deemed to have executed and delivered the Debenture
Agreement by virtue of their execution and delivery of such Subscription
Agreements.
