SUMMIT SECURITIES, INC.
AND
FIRST TRUST NATIONAL ASSOCIATION, TRUSTEE
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 31, 1997
Relating to an issue of Investment Certificates, Series B
Supplemental to Indenture dated as of July 25, 1990
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 31, 1997 is
between Summit Securities, Inc., an Idaho corporation (hereinafter called
"Summit" or the "Company"), having its principal office at 000 Xxxx Xxxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, and First Trust National Association, a
national banking association (hereinafter called the "Trustee"), having
offices at Two Union Square, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx
00000, and is supplemental to an Indenture dated as of November 15, 1990 (the
"Indenture") between the Company and West One Bank, Idaho, N.A., the prior
Trustee.
RECITALS OF THE COMPANY
The Company previously executed and delivered to the Trustee the
Indenture that provides for the issuance in one or more series of the
Company's Investment Certificates (hereinafter called the "Certificates"), in
accordance with the Indenture. The initial series of Certificates issued
under the Indenture is known as the Company's Investment Certificates, Series
A, limited to the aggregate principal amount of $20,000,000.
The Board of Directors of the Company has established a new series of
Certificates to be designated "Investment Certificates, Series B," not limited
in aggregate principal amount, and has authorized an initial issue of
$40,000,000 principal amount
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thereof. The Company has complied or will comply with all provisions
required to issue additional Certificates under the Indenture.
The Company desires to execute and deliver this First Supplemental
Indenture, in accordance with the provisions of the Indenture, for the purpose
of providing for the creation of a new series of Certificates, designating the
series to be created and specifying the form and provisions of the
Certificates of such series.
All things necessary to make the Investment Certificates, Series B, when
executed by the Company, authenticated by the Trustee, delivered as authorized
by the Company and duly issued by the Company, the valid obligations of the
Company, and to make this First Supplemental Indenture a valid agreement of
the Company, in accordance with their or its terms, have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH that, for
and in consideration of the premises and the purchase of the Investment
Certificates, Series B, by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Invest
ment Certificates, Series B, as follows:
ARTICLE ONE
Investment Certificates, Series B and
Certain Provisions Relating Thereto
Section 1-1. Terms of Investment Certificates, Series B.
There shall be hereby established a series of Certificates to be
designated "Investment Certificates, Series B." The aggregate principal
amount of Investment Certificates, Series B, at any one time Outstanding shall
not be limited. The Investment Certificates, Series B, shall be issued in the
maturities and denominations with proposed interest rates upon the unpaid
principal amounts thereof as determined by the Company:
Interest Minimum
Maturity Rate Denomination
_____________ ________ ____________
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The maturities, interest rates and minimum denominations of Investment
Certificates, Series B, may be changed at any time by the Company, but no such
change will affect any Investment Certificates, Series B, issued prior to such
change. Holders of Investment Certificates, Series B, may select a monthly,
quarterly, semi-annual or annual Interest Payment Date or may elect to allow
interest to be compounded and paid as set forth in the form of the Investment
Certificates, Series B, in Section 1-2 hereof. Payment of the principal of
and interest on Investment Certificates, Series B will be made at the office
or agency of the Company maintained for that purpose in Spokane, Washington.
All such payments shall be made in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear on the Certificate Register. In the
event of the death of any registered owner of an Investment Certificate,
Series B, any party entitled to receive some or all of the proceeds of such
Investment Certificate, Series B, may elect to have his or her share of such
Investment Certificate, Series B prepaid under the terms set out in the form
of the Investment Certificates, Series B in Section 1-2 hereof.
Global Certificate shall mean the Investment Certificate, Series B, in
the form shown in Section 1-2 hereof, executed by the Company and registered
in the name of the Company or its nominee and authenticated by the Trustee.
The Trustee shall, upon request by the Company, authenticate for original
issue up to $40,000,000 principal amount of Certificates, Series B. Such
authentication of the Global Certificate shall satisfy the authentication
requirement of the Indenture with respect to the Certificates, Series B. The
Company may amend and/or supplement the Global Certificate, and may increase
and/or decrease the principal amount of the Global Certificate from time to
time. The Trustee shall authenticate any endorsement to the Global
Certificate to reflect such amendment, supplement, increase or decrease in
accordance with instructions given by the Company. The Global Certificate,
and any endorsements thereto shall be deposited with the Company.
Book Entry Certificates
The Certificates may be issued to investors in book entry form, without
the issuance of individual certificates, and without the requirement for
authentication by the Trustee of such book entry investments. Investors who
hold Investment Certificates in book entry form shall be considered to be
Certificateholders and shall have all the rights and privileges of a
Certificateholder
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pursuant to the Indenture, notwithstanding that record of their Certificate
investment is represented in book entry form. The Company shall maintain
accurate records of the individual holders of such Certificates. The Company
shall promptly provide the Trustee with a listing of all book entry holders of
the Certificates, Series B at such times and from time to time, and in such
format as the Trustee may reasonably request.
With respect to Global Certificate, the ownership of which shall be
registered in the name of the Company or its nominee, except as otherwise
provided in the Indenture as herein amended, the Trustee shall have no
responsibility or obligation to any person for whom the Company or its nominee
beneficially holds an interest in book entry form in the Global Certificate.
Without limiting the generality of the foregoing, the Trustee shall have no
responsibility or obligation with respect to (i) the accuracy of the records
of the Company and its nominee with respect to the beneficial ownership
interests of Certificateholders in the Global Certificate; (ii) the delivery
to Certificateholders of any notice required to be given by the Company with
respect to their Investment Certificates; (iii) the payment by the Company or
its nominee to any Certificateholder, as shown on the books of the Company, of
principal or interest with respect to an Investment Certificate; or (iv) any
other action taken by the Company or its nominee as registered owner of the
Global Certificate.
Section 1-2. Form of Investment Certificates, Series B.
SUMMIT SECURITIES, INC.
000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000
Investment Certificate, Series B
Issued To ____________________________________
Principal Amount _____________________________
Issue Date ___________________________________
Maturity Date ________________________________
Interest Rate ________________________________
Certificate Number ___________________________
Interest Payable _____________________________
The Certificate
This is a duly authorized Certificate of Summit Securities, Inc.
("Summit"). This Certificate is issued under an Indenture dated November 15,
1990 and a First Supplemental Indenture dated as of December 31, 1997 (the
"Indenture") between Summit and First Trust National Association as Trustee
(the "Trustee"). The Indenture permits Summit to issue an unlimited amount of
Certificates, the terms of which may vary according to series. This
Certificate is of the series stated above; that series is
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limited in aggregate principal amount as stated in the Indenture (or
supplemental indentures). The Indenture (and supplemental indentures)
contains statements of the rights of the Certificateholders, Summit and the
Trustee and provisions concerning authentication and delivery of the
Certificates. Definitions of certain terms used in this Certificate are also
found in the Indenture (and supplemental indentures).
Payment of Principal
For value received, Summit promises to pay the principal amount of this
Certificate at the maturity date stated above. Payment will be made to the
Person to whom this Certificate is issued, or registered assigns.
Payment of Interest
Summit promises to pay interest on the principal amount of this
Certificate from the issue date until the principal amount is paid or made
available for payment. Interest will be computed at the annual interest rate
stated above. Interest will be payable or compounded as stated above or as
otherwise elected by the Person entitled to payment of interest. Summit will
pay interest to the Person in whose name this Certificate (or one or more
Predecessor Certificates) is registered on the books of Summit at the close of
business on the Regular Record Date for the payment of interest. The Regular
Record Date is the 15th day of the calendar month immediately preceding an
Interest Payment Date.
Compounding of Interest
If the Person entitled to payment of interest so elects, Summit will
compound interest rather than pay interest in installments. Interest will be
compounded on a semi-annual basis at the interest rate stated above from the
Interest Payment Date immediately preceding receipt by Summit of the
compounding election. Interest will be compounded from the issue date of the
Certificate if Summit receives the compounding election prior to the first
Interest Payment Date. Interest will be compounded until the maturity date
stated above and will be paid on such date. Prior to Maturity, however,
Summit will pay at the Certificateholder's request the interest accumulated in
the last two semi-annual compounding periods before Summit receives the
request, together with the interest accrued from the end of the last such semi-
annual period. Interest compounded prior to the last two semi-annual
compounding periods is payable only on the maturity date stated above.
Alternative Installment Payments of Principal and Interest
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If so elected by the Person to whom this Certificate is originally
issued, Summit promises, in lieu of the foregoing provisions for payment of
principal and interest, to pay equal monthly payments of principal and
interest, commencing thirty days from the Issue Date, until the Maturity Date,
at which time the remaining Principal Amount, if any, together with all unpaid
accrued interest, shall be paid. The amount of each monthly installment shall
be the amount necessary to amortize the Principal Amount at the specified
Interest Rate during the Amortization Term specified by the Certificateholder.
Prepayment on Death
In the event of a Certificateholder's death, any Person entitled to
receive some or all of the proceeds of this Certificate may elect to have his
or her share of the principal and any unpaid interest prepaid in full in five
consecutive equal monthly installments. Interest on the declining principal
balance of that share will continue to accrue at the interest rate stated
above. Any request for prepayment must be made in writing to Summit. The
request must be accompanied by the Certificate and evidence, satisfactory to
Summit, of the Certificateholder's death. Before Summit prepays the
Certificate, it may require additional documents or other material it
considers necessary to establish the Persons entitled to receive some or all
of the proceeds of the Certificate. Summit may also require proof of other
facts relevant to its obligation to prepay the Certificate in the event of
death.
Miscellaneous
The provisions on the reverse are part of this Certificate.
This Certificate is not entitled to any benefit under the Indenture nor
is this Certificate valid or obligatory for any purpose unless the certificate
of authentication below has been executed by the Trustee by manual signature.
This Certificate is not insured by the United States government, the
State of Idaho nor any agency thereof.
IN WITNESS WHEREOF, Summit has caused this Certificate to be duly
executed under its corporate seal.
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SUMMIT SECURITIES, INC.
(Corporate Seal)
Attest:________________________ By:___________________________
Secretary or Chairman of the Board,
Assistant Secretary President or Vice President
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Indenture.
FIRST TRUST NATIONAL ASSOCIATION,
as Trustee
By:______________________________
Authorized Officer
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[FORM OF REVERSE OF INVESTMENT CERTIFICATE, SERIES B]
Transfer and Exchange of Global Certificate
Transfer and exchange of this Global Certificate is conditioned by
certain provisions in the Indenture, as amended. To effect a transfer, the
registered owner must surrender this Certificate at the Company('s) office or
agency in Spokane, Washington. This Certificate must be duly endorsed or
accompanied by a written instrument of transfer satisfactory to the
Company('s). Upon transfer, one or more new Certificates of the same series,
of authorized denominations and for the same aggregate principal amount will
be issued to the designated transferee or transferees. Prior to due
presentment for registration of transfer, the Company('s), the Trustee or any
of their agents may treat any Person in whose name this Certificate is
registered as the owner of this Certificate, regardless of notice to the
contrary or whether this Certificate might be overdue.
This Global Certificate is issuable only as a registered Certificate; it
does not bear coupons. As provided in the Indenture, this Global Certificate
is exchangeable for other Certificates of the same series of authorized
denominations with the same aggregate principal amount. To effect an
exchange, the registered owner must surrender this Certificate at the
Company('s) office or agency in Spokane, Washington. The Certificate must be
duly endorsed or accompanied by a written instrument of exchange satisfactory
to the Company.
No service charge will be made for a transfer or exchange, but Summit
may require payment of a sum sufficient to cover any governmental charge
payable in connection with such transaction.
Amendment of the Indenture; Waiver of Rights
With certain exceptions, the Indenture may be amended, the obligations
and rights of Summit may be modified and the rights of the Certificateholders
may be modified by Summit at any time with the consent of the Holders of 66-
2/3% in aggregate principal amount of the Certificates at the time
Outstanding. The Indenture allows the Holders of specified percentages in
aggregate principal amount of the Certificates of a particular series to waive
compliance by Summit with certain Indenture provisions and to waive past
defaults and their consequences on behalf of all the Holders of Certificates
of that series. Any such consent or waiver by the Holder of this Certificate
will be binding upon that Holder. The consent or waiver will also be binding
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer of, or in exchange for or in lieu of this
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Certificate, whether or not that consent or waiver is noted upon the
Certificate.
Failure to Pay Interest; Events of Default
If interest is not punctually paid or duly provided for, it shall cease
to be payable to the registered Holder of this Certificate on the applicable
Regular Record Date. Instead, the Trustee will fix a Special Record Date for
payment of the Defaulted Interest. Upon receipt by the Trustee from the
Company of a list of all Certificateholders and their Certificate principal
amounts, the Trustee will give the Certificateholders notice of the Special
Record Date at least 10 days prior to the Special Record Date. The Person in
whose name this Certificate (or one or more Predecessor Certificates) is
registered on the books of the Company at the close of business on the Special
Record Date will be entitled to payment of the Defaulted Interest and the
Trustee may rely conclusively, without liability to any Certificateholder or
the Company, upon the information provided by the Company. If the
Certificates are listed on a securities exchange, however, the Defaulted
Interest may be paid at any time and in any lawful manner consistent with the
requirements of the exchange.
If an Event of Default occurs, the principal of all the Certificates may
be declared due and payable as provided in the Indenture.
Form of Payment
Payment of principal and interest will be made at the office or agency
of Summit maintained for that purpose in Spokane, Washington. Payment will be
made in coin or currency of the United States of America that is legal tender
for payment of public and private debts at the time of payment. At Summit's
option, however, payment of interest may be made by check mailed to the Person
entitled to the interest at that Person's address as it appears in the
Certificate Register.
Business Days
Whenever any Interest Payment Date, the Stated Maturity of this
Certificate or any date on which any Defaulted Interest is proposed to be paid
is not a Business Day, the appropriate payment or compounding of interest or
principal may be made on the next succeeding Business Day without accrual of
additional interest.
Certain Definitions
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Summit is an Idaho corporation. The term "Summit" and "Company"
includes any successor corporation under the Indenture. The term "Trustee"
includes any successor trustee under the Indenture.
Section 1-3. Events of Default.
"Event of Default," with respect to the Investment Certificates, Series
B, means any one of the events specified below in this Section 1-3 (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law, or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(1) default in the payment of any interest upon any Investment
Certificate, Series B, when such interest becomes due and payable, and
continuance of such default for a period of 30 days; or
(2) default in the payment of the principal of (or premium, if any,
on) any Investment Certificate, Series B, at its Maturity; or
(3) default in the performance, or breach, of any covenant or warranty
of the Company with respect to Investment Certificates, Series B, in the
Indenture or this First Supplemental Indenture (other than a covenant or
warranty a default in whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 10%
in principal amount of the Outstanding Investment Certificates, Series B, a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or
(4) the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Company a bankrupt or an insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any Federal bankruptcy laws
or any other applicable Federal or State law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days; or
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(5) the institution by the Company of proceedings to be adjudicated a
bankrupt or an insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any
Federal bankruptcy laws or any other applicable Federal or State law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Company in furtherance of any
such action.
Section 1-4. Right of Redemption.
Notwithstanding anything to the contrary contained in the Indenture or
this First Supplemental Indenture, the Investment Certificates, Series B are
not redeemable prior to Maturity; the Company may, however, pay principal and
premium, if any, and interest on such Certificates either upon mutual
agreement between the Holders of an Investment Certificate, Series B, and the
Company or as provided in the Indenture or this First Supplemental Indenture
in the event of the death of any registered owner or any registered joint
owner without such payment constituting a redemption.
ARTICLE TWO
Miscellaneous
Section 2-1. Supplemental Indenture.
This First Supplemental Indenture is executed and shall be construed as
an indenture supplemental to the Indenture, and shall form a part thereof, and
the Indenture, as hereby supplemented and modified, is hereby confirmed.
Except to the extent inconsistent with the express terms hereof, all of the
provisions, terms, covenants and conditions of the Indenture shall be
applicable to the Investment Certificates, Series B, to the same extent as if
specifically set forth herein. All terms used in this First Supplemental
Indenture shall be taken to have the same meaning as in the Indenture, except
in cases where the context herein clearly indicates otherwise.
Section 2-2. Regulation of Interest Rates.
The Company hereby agrees that it will actively resist any attempts to
claim and will not voluntarily claim, the benefit of any interest rate
regulation law against any Certificateholder.
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IN WITNESS WHEREOF, SUMMIT SECURITIES,INC. has caused this First
Supplemental Indenture to be signed in its corporate name by its Chairman of
the Board, its President or a Vice-President and its corporate seal to be
affixed hereunto, and the same to be attested by the signature of its
Secretary or Assistant Secretary; and FIRST TRUST NATIONAL ASSOCIATION, in
evidence of its acceptance of the trust hereby created, has caused this First
Supplemental Indenture to be signed in its corporate name by one of its Trust
Officers, and its corporate seal to be affixed hereunto, and the same to be
attested by one of its Trust Officers. Executed and delivered as of the date
first above written.
SUMMIT SECURITIES, INC.
/s/ Xxx Xxxxxx
By: Xxx Xxxxxx
Title: President
(Corporate Seal)
Attest:
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
Secretary
FIRST TRUST NATIONAL ASSOCIATION,
as Trustee
/s/ Xxxxxxx X. Xxxxx
By: Xxxxxxx X. Xxxxx
Title: Assistant Vice President
(Corporate Seal)
STATE OF WASHINGTON )
) ss.
COUNTY OF SPOKANE )
On this 31st day of December, 1997, before me personally appeared Xxx
Xxxxxx, to me known to be the President of Summit Securities, Inc., the
corporation that executed the within and foregoing instrument, and
acknowledged said instrument to be the
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free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he was authorized to
execute said instrument and that the seal affixed is the corporate seal of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Xxxxx Xxxxxxx
NOTARY PUBLIC in and for the
State of Washington, residing
[Seal] at Spokane
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 31st day of December, 1997, before me personally appeared
Xxxxxxx X. Xxxxx, to me known to be the Assistant Vice President of First
Trust National Association, the corporation that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that he was authorized to execute said
instrument and that the seal affixed is the corporate seal of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Xxxxx X. Xxxxxxx
NOTARY PUBLIC in and for the
State of Washington, residing
[Seal] at Seattle
