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Exhibit 4.3
CORNERSTONE MINISTRIES INVESTMENTS, INC.
AND
TRINITY TRUST COMPANY
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Trust Indenture
Dated as of April 29, 2003
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$50,000,000.00
Certificates of Indebtedness
TABLE OF CONTENTS
ARTICLE 1 - DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions
Section 1.02 Other Definitions
Section 1.03 Incorporation by Reference of Trust Indenture Act.
Section 1.04 Rules of Construction.
ARTICLE 2 - THE SECURITIES
Section 2.01 Form and Dating.
Section 2.02 Execution and Authentication.
Section 2.03 Agents.
Section 2.04 Security Owner Lists.
Section 2.05 Registration, Transfer and Exchange.
Section 2.06 Replacement Securities.
Section 2.07 Outstanding Securities.
Section 2.08 Temporary Securities.
Section 2.09 Cancellation.
Section 2.10 Defaulted Interest.
Section 2.11 Book Entry Form.
ARTICLE 3 - REDEMPTION
Section 3.01 Notices to Paying Agent.
Section 3.02 Selection of Securities to be Redeemed.
Section 3.03 Notice of Redemption.
Section 3.04 Deposit of Redemption Price.
Section 3.05 Effect of Notice of Redemption.
Section 3.06 Securities Redeemed in Part.
ARTICLE 4 - COVENANTS
Section 4.01 Payment of Securities.
Section 4.02 Books and Records.
Section 4.03 Use of Proceeds.
Section 4.04 Corporate Existence.
Section 4.05 Compliance Certificate.
Section 4.06 SEC Reports.
Section 4.07 Notices of Certain Events.
ARTICLE 5 - SUCCESSOR CORPORATION
Section 5.01 When Corporation May Merge, etc.
ARTICLE 6 - DEFAULTS AND REMEDIES
Section 6.01 Events of Default.
Section 6.02 Acceleration.
Section 6.03 Remedies.
Section 6.04 Waiver of Past Defaults.
Section 6.05 Control by Majority.
Section 6.06 Limitation on Suits.
Section 6.07 Rights of Owners to Receive Payment.
Section 6.08 Limited Liability.
Section 6.09 Trustee May File Proofs of Claim.
Section 6.10 Priorities.
Section 6.11 Undertaking for Costs.
Section 7.02 Rights of Trustee, Paying Agent and Registrar.
Section 7.03 Disclaimers.
Section 7.04 Individual Rights of Trustee, Paying Agent and
Registrar.
Section 7.05 Notice of Defaults.
Section 7.06 Reports by Trustee to Owners.
Section 7.07 Compensation and Indemnity.
Section 7.08 Replacement of Trustee, Paying Agent or Registrar.
Section 7.09 Successor by Merger, etc.
Section 7.10 Eligibility; Disqualification.
Section 7.11 Preferential Collection of Claims Against Corporation.
ARTICLE 8 - DISCHARGE OF INDENTURE
Section 8.01 Termination of Corporation's Obligations.
Section 8.02 Application of Trust Money.
Section 8.03 Repayment to Corporation.
ARTICLE 9 - AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 9.01 Without Consent of Owners.
Section 9.02 With Consent of Owners.
Section 9.03 Revocation and Effect of Consents.
Section 9.04 Notation on or Exchange of Securities.
Section 9.05 Trustee to Sign Amendments, etc.
Section 9.06 Future Certificates.
Section 9.07 Compliance with Trust Indenture Act.
ARTICLE 10 - MISCELLANEOUS
Section 10.01 Notices.
Section 10.02 Communications by Security Owners with Other Security
Owners.
Section 10.03 Certificate and Opinion as to Conditions Precedent.
Section 10.04 Statements Required in Certificate or Opinion.
Section 10.05 When Securities Disregarded.
Section 10.06 Rules by Trustee, Paying Agent, Registrar.
Section 10.07 Legal Holidays.
Section 10.08 Governing Law.
Section 10.09 No Adverse Interpretation of Other Agreements.
Section 10.10 No Recourse Against Others.
Section 10.11 Successors.
Section 10.12 Duplicate Originals.
Section 10.13 Trust Indenture Act Controls.
CORNERSTONE MINISTRIES INVESTMENTS, INC.
Reconciliation and Tie between Trust Indenture Act of 1939
and the Indenture dated as of April 29, 2003
Trust Indenture Act Section AIndenture Section
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ss. 310(a)(1) 7.10
(a)(2) 7.10
(a)(3) N.A.
(a)(4) 3.06
(b) 7.08; 7.10; 10.01
(c) N.A.
ss. 311(a) 7.11
(b) 7.11
(c) N.A.
ss. 312(a) 2.04
(b) 10.02
(c) 10.02
ss. 313(a) 7.06
(b) 7.06; 10.01
(c)(1) 2.04; 7.06; 10.01
(c)(2) N.A.
(c)(3) 2.04; 7.06; 10.01
(d) 7.06
ss. 314(a) 4.06, 10.01
(b) N.A.
(c)(1) 10.03
(c)(2) 10.03
(c)(3) N.A.
(d) N.A.
(e) 10.04
(f) N.A.
ss. 315(a) 7.01(2)
(b) 7.05; 10.01
(c) 7.01(1)
(d) 7.01(3)
(e) 6.11
ss. 316(a)(last sentence) 10.05
(a)(1)(A) 6.05
(a)(1)(B) 6.04
(a)(2) N.A.
(b) 6.07
ss. 317(a)(1) 6.03
(a)(2) 6.09
(b) 8.02; 10.01
ss. 318(a) 10.13
N.A. means Not Applicable.
NOTE: This Reconciliation and Tie shall not, for any purpose, be deemed to be a
part of the Indenture.
TRUST INDENTURE
TRUST INDENTURE dated as of April 29, 2003, among CORNERSTONE MINISTRIES
INVESTMENTS, INC., a Georgia corporation ("Corporation"), formerly known as
PIF/CORNERSTONE MINISTRIES INVESTMENTS, INC., and TRINITY TRUST COMPANY, a
Nevada trust company (as "Trustee").
Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Owners of the Corporation's Certificates
("Securities"):
ARTICLE 1 - DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions
"Certificate" means any of the certificates of indebtedness issued from
time to time hereunder.
"Certificate Payment Fund" means the fund created with Paying Agent
into which the Corporation shall pay not less than three (3) days prior
to any principal and interest paying date an amount sufficient to make
all principal and interest payments.
"Certificated Security" means a Security represented by a physical
certificate.
"Corporation" means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor.
"Default" means any event which is, or after notice or lapse of time or
both would be, an Event of Default. A Default hereunder shall
constitute a default within the meaning of Section 315(c) of the TIA
only if and when it constitutes an "Event of Default" hereunder.
"Indenture" means this Indenture as amended or supplemented from time
to time.
"Obligations" means the principal and interest due and payable with
respect to Certificates issued pursuant to this Indenture, all expenses
and fees of Trustee, Paying Agent, and Registrar, and all debts,
liabilities and obligations of the Corporation to the Trustee and
Certificate Owners related to the Certificates, however evidenced and
whether now existing or hereafter incurred, direct or indirect, matured
or not matured, absolute or contingent, now due or hereafter to become
due (including, without limitation, any and all costs and attorneys'
fees incurred by the Trustee in the collection, whether by suit or by
any other means, of any of the Obligations) and the extension or
renewals of any of the foregoing.
"Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer, or the Secretary of the Corporation.
"Officers' Certificate" means a certificate signed by two Officers or
by an Officer and an Assistant Treasurer or Assistant Secretary of the
Corporation.
"Owner" or "Security Owner" means the person in whose name a Registered
Security is registered on Registrar's books.
"Non-certificated Securities" means Securities registered as to
ownership in book entry form only.
"Principal" of a Security means the amount stated as principal on the
face of the Security plus, when appropriate, the premium, if any, on
the Security.
"Registered Security" means Securities of the Corporation issued
pursuant to this Indenture and fully registered on Registrar's books.
"SEC" means the Securities and Exchange Commission.
"Securities" means the Certificates, as amended or supplemented from
time to time.
"TIA" means the Trust Indenture Act of 1939 (15 U.S.C.ss.ss.77aaa et.
seq.) as in effect on the date of this Indenture, as amended from time
to time.
"Trustee" means the party named as such in this Indenture until the
Trustee resigns or a successor replaces it, and thereafter means the
successor.
"Trust Officer" means the Chairman of the Board, the President,
Executive Vice President, Secretary or any other officer or assistant
officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.
Section 1.02 Other Definitions
Term Defined in Section
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"Bankruptcy Law" 6.01
"Event of Default" 6.01
"Legal Holiday" 10.06
"U.S. Government Obligations" 8.01
"Paying Agent" 2.03
"Registrar" 2.03
Section 1.03 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms in this Indenture have the following meanings:
"Indenture Securities" means the Securities.
"Obligor" on the Indenture Securities means the Corporation.
All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute, or defined by SEC rule
have the meanings assigned to them.
Section 1.04 Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the
meaning assigned to it in accordance with generally
accepted accounting principles;
(3) "or" is not exclusive; and
(4) words in the singular include the plural, and in the
plural include the singular.
ARTICLE 2 - THE SECURITIES
Section 2.01 Form and Dating.
The Securities and Registrar's certificate of authentication shall be
substantially in the form of Exhibit A or as otherwise provided in any
amendment or supplement hereto. The Securities may have notations,
legends or endorsements required by law, stock exchange rule or usage.
The Corporation shall approve the form of the Securities and any
notation, legend or endorsement on them. Each Security shall be dated
the date of its authentication.
As permitted by Section 2.11 hereof, the Corporation does not plan to
issue Certificated Securities but rather plans to issue
Non-certificated Securities in book entry form.
Section 2.02 Execution and Authentication.
Two Officers shall sign the Certificated Securities for the Corporation
by facsimile signature. The Corporation's seal shall be reproduced on
the Certificated Securities. If an Officer who signed a Certificated
Security no longer holds that office at the time Registrar
authenticates the Certificated Security, the Certificated Security
shall be valid nevertheless.
No Certificated Security shall be valid until Registrar manually signs
the certificate of authentication on the Certificated Security or
authorizes Registrar to register the Non-certificated Security in the
official registry. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.
Registrar shall authenticate Securities for original issue in the
aggregate principal amount of up to $50,000,000 upon a written order of
the Corporation signed by two Officers or by an Officer and an
Assistant Treasurer of the Corporation. The aggregate principal amount
of Securities outstanding at any time may be increased pursuant to the
provisions of Section 9.06 hereof.
Section 2.03 Agents.
The Corporation shall maintain an office or agency where Securities may
be presented for registration of transfer or for exchange ("Registrar") and
where Securities may be presented for payment ("Paying Agent"). Whenever the
Corporation must issue or deliver Certificated Securities pursuant to this
Indenture, the Registrar shall authenticate the Certificated Securities at the
Corporation's request. The Trustee is also authorized pursuant to this Indenture
to authenticate the Securities in substitution of the Registrar and may perform
such ministerial function at the request of the Corporation in the Trustee's
sole discretion and upon such terms and conditions as the Trustee may propose.
The Registrar shall keep a register of the Securities and of their transfer and
exchange.
The Corporation may appoint more than one Registrar or Paying Agent.
The Corporation shall notify the Trustee of the name and address of any
Registrar or Paying Agent not a party to this Indenture. If the
Corporation does not appoint a Registrar or Paying Agent, the Trustee
may act as such, under terms and conditions acceptable to the Trustee.
The Corporation plans to act as Paying Agent but may appoint another
person. The Corporation shall promptly advise the Trustee in writing of
the appointment of an alternate Paying Agent. The initial Registrar is
Transfer Online, Inc.
Section 2.04 Security Owner Lists.
Registrar shall preserve, in as current a form as is reasonably
practicable, the most recent list available to it of the names and addresses of
Security Owners. Registrar, on behalf of the Corporation, shall furnish to the
Trustee, on or before each semiannual interest payment date, on February 1 and
August 1 of each year, and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of each Security Owner. The Corporation shall
cause the Registrar to fulfill its obligations under this Section 2.04.
Section 2.05 Registration, Transfer and Exchange.
The Corporation will issue fully Registered Securities, although it
does not presently plan to issue Certificated Securities (but reserves
the right to). Registered Securities shall be the form of Exhibit A or
as provided in any amendment or supplement hereto. The Securities will
be initially issued only as Registered Securities.
When a Certificated Security is presented to Registrar with a request
to register the transfer, Registrar shall register the transfer as
requested if the requirements of applicable law are met and, in the
case of Non-certificated Securities, such other reasonable requirements
adopted by the Registrar, consistent with its ordinary practice, to
avoid fraud. To permit transfers and exchanges, the Corporation shall
execute Securities at Registrar's request. Registrar may charge a
reasonable fee for any transfer or exchange but not for any exchange
pursuant to Section 2.09, 3.06 or 9.04.
Section 2.06 Replacement Securities.
If the Owner of a Certificated Security claims that a Certificated
Security has been lost, destroyed or wrongfully taken, Registrar shall
issue and the Corporation shall execute a replacement Security. An
indemnity bond must be delivered by the Owner to Registrar in an amount
sufficient, in the judgment of Registrar, to protect the Corporation,
the Trustee, Paying Agent, and Registrar from any loss which any of
them may suffer if a Certificated Security is replaced. Registrar may
charge for its expenses in replacing a Security.
Section 2.07 Outstanding Securities.
Securities outstanding at any time are all Securities authenticated by
Registrar or reflected on the books and records of the Registrar as
outstanding, except for those canceled by it and those described in
this Section. Securities outstanding include those held by the
Corporation or its affiliates.
If a Security is replaced pursuant to Section 2.06, it ceases to be
outstanding unless Registrar receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.
If Paying Agent holds on a redemption date or maturity date money
sufficient to pay Securities payable on that date, then on and after
that date such Securities cease to be outstanding and interest on them
ceases to accrue. Such Securities carry no rights except the right to
receive payment.
The Security Owner shall be treated as the owner of the Security for
all purposes of this Indenture.
Section 2.08 Temporary Securities.
Until definitive Securities are ready for delivery, the Corporation may
prepare and Registrar shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Corporation considered
appropriate for temporary Securities. Without unreasonable delay, the
Corporation shall prepare and Registrar shall authenticate definitive
Securities in exchange for temporary Securities.
Section 2.09 Cancellation.
The Corporation at any time may direct Registrar to cancel unsold
Securities or Securities owned by the Corporation. Registrar and no one
else shall cancel and destroy Certificated Securities surrendered for
transfer, exchange, payment or cancellation. The Corporation may not
issue new Securities to replace Securities it has paid or delivered to
Registrar for cancellation.
Section 2.10 Defaulted Interest.
If and to the extent the Corporation defaults in a payment of interest
on any Registered Securities, it shall pay the defaulted interest to
the persons who are Security Owners on a subsequent special record
date. The Corporation shall fix the record date and payment date. At
least thirty (30) days before the record date, the Corporation shall
mail to each Security Owner a notice that states the record date, the
payment date, and the amount of defaulted interest to be paid. The
Corporation may pay defaulted interest in any other lawful matter.
Section 2.11 Book Entry Form.
Notwithstanding anything contained herein to the contrary, each of the
Certificates issued hereunder may be issued in book entry form as a
Non-certificated Security.
ARTICLE 3 - REDEMPTION
Section 3.01 Notices to Paying Agent.
If the Corporation wants to redeem Securities pursuant to the terms of
the Securities, it shall notify Paying Agent and the Trustee of the
redemption date and the principal amount of Securities to be redeemed.
If the Corporation wants to credit against such redemption any
Securities it has not previously directed Registrar to cancel, it shall
deliver such directions along with any Certificated Securities to be
canceled. The Corporation shall give each notice provided for in this
Section at least ten (10) days prior to the proposed date of mailing a
notice of redemption as provided in Section 3.03.
Section 3.02 Selection of Securities to be Redeemed.
If less than all the Securities are to be redeemed, Paying Agent shall
select the Securities to be redeemed by a method Paying Agent considers
fair and appropriate. Paying Agent shall make the selection from
Securities outstanding and not previously called for redemption. Paying
Agent may select for redemption portions of the principal of Securities
that have a denomination larger than $500. Provisions of this Indenture
that apply to whole Securities called for redemption also apply to
portions of Securities called for redemption.
Section 3.03 Notice of Redemption.
At least thirty (30) days but not more than sixty (60) days before a
redemption date, the Corporation shall mail and first publish notice of
redemption as provided in Section 10.01.
The notice shall identify the Securities to be redeemed and shall
state:
(1) the redemption date;
(2) the redemption price as specified in the Securities;
(3) The name and address of Paying Agent;
(4) that Certificated Securities called for redemption must
be surrendered to Paying Agent to collect the
redemption price; and
(5) that interest ceases to accrue on Securities called for
redemption on and after the redemption date.
At the Corporation's request, Paying Agent shall give the notice of
redemption in the Corporation's name and at its expense.
Section 3.04 Deposit of Redemption Price.
On or before the redemption date, the Corporation shall deposit with
Paying Agent money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date.
Section 3.05 Effect of Notice of Redemption.
Once notice of redemption is given, Securities called for redemption
become due and payable on the redemption date and at the redemption
price stated in the notice. Certificated Securities must be surrendered
to Paying Agent. Securities shall be paid at the redemption price
stated in the notice, plus interest accrued to the redemption date.
Section 3.06 Securities Redeemed in Part.
Upon surrender of a Certificated Security that is redeemed in part
only, Registrar shall authenticate for the Owner a new Certificated
Security equal in principal amount to the unredeemed portion of the
Certificated Security surrendered.
ARTICLE 4 - COVENANTS
Section 4.01 Payment of Securities.
The Corporation shall promptly pay the principal of and interest on the
Securities on the dates and in the manner provided in the Securities. An
installment of principal or interest shall be considered paid on the date it is
due if Paying Agent holds on that date money designated for and sufficient to
pay the installment and promptly thereafter pays such installment to Security
Owners otherwise entitled thereto. To facilitate the payment of principal and
interest, the Corporation has created with Paying Agent a Certificate Payment
Fund into which the Corporation shall pay, not less than three (3) business days
prior to any principal and interest paying date, an amount sufficient to make
all principal and interest payments. Paying Agent will disburse from said fund
all payments of principal and interest on Certificates, fiduciaries' fees and
such other sums as are due and payable as provided herein. Paying Agent shall
notify the Corporation of the amounts required to be deposited into said fund at
least five (5) days prior to any principal and interest payment date.
The Corporation shall pay interest on overdue principal at the rate
borne by the Securities; it shall pay interest on overdue installments
of interest at the same rate to the extent lawful.
The Paying Agent shall notify the Trustee of each payment on the
Securities within 30 days after such payment. The Corporation may use
its own form of notice or a form of notice suggested by the Trustee.
Section 4.02 Books and Records.
The Corporation covenants and agrees that it will, at all times and
from time to time, permit the Trustee and its agents or accountants to
have access to and to inspect and make extracts from, the Corporation's
books, accounts, papers, documents and memoranda pertinent to any of
the covenants, conditions and agreements of this Indenture in respect
of the Securities.
Section 4.03 Use of Proceeds.
The Corporation hereby covenants to use the proceeds from the sale of
the Securities in accordance with the terms and conditions set forth in
the Prospectus of the Corporation with respect to the Securities.
Section 4.04 Corporate Existence.
Subject to Article 5 hereof, the Corporation will do or cause to be
done all things necessary to preserve and keep in full force and effect
its corporate existence, rights and franchises; provided, however, that
the Corporation shall not be required to preserve any right or
franchise if it shall determine that the preservation is no longer
desirable in the conduct of the Corporation's business and that the
loss will not be disadvantageous in any material respect to the Owners.
Section 4.05 Compliance Certificate.
The Corporation shall deliver to the Trustee within one hundred twenty
(120) days after the end of each fiscal year of the Corporation an
Officers' Certificate stating whether the signers know of any Default
by the Corporation under this Indenture. If they do know of such a
Default, the certificate shall describe the Default. The Officers'
Certificate need not comply with Section 10.04. The first Officers'
Certificate shall be delivered to the Trustee by April 30, 2003. The
Corporation's fiscal year ends December 31 of each calendar year and
the Corporation shall not change its fiscal year without first
notifying the Trustee.
Section 4.06 SEC Reports.
The Corporation shall file with the Trustee, within fifteen (15) days
after filing same with the SEC, copies of the annual reports and of the
information, documents, and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Corporation is required to file with the SEC pursuant to Sections 13 or 15(d) of
the Securities Exchange Act of 1934. The Corporation also shall comply with the
other provisions of TIA Section 314(a).
Section 4.07 Notices of Certain Events.
The Corporation shall give prompt written notice to the Trustee and any
Paying Agent of (i) any failure to pay principal or interest on any
Security when due, (ii) any Default and (iii) any cure or waiver of any
Default.
ARTICLE 5 - SUCCESSOR CORPORATION
Section 5.01 When Corporation May Merge, etc.
The Corporation shall not consolidate with or merge into, or transfer
all or substantially all of its assets to, another corporation or
entity unless the resulting, surviving or transferee corporation or
entity assumes by supplemental Indenture all the obligations of the
Corporation under the Securities and this Indenture. No consent of any
Security Owner or Trustee is required with respect to any such
consolidation, merger or transfer that complies with the previous
sentence.
ARTICLE 6 - DEFAULTS AND REMEDIES
Section 6.01 Events of Default.
An "Event of Default" occurs if:
(1) the Corporation fails to pay interest on any Security
when the same becomes due and payable and such
failure continues for a period of sixty (60) days;
(2) the Corporation fails to pay the principal of any
Security when the same becomes due and payable at
maturity, upon redemption or otherwise and such
failure continues for a period of sixty (60) days;
(3) the Corporation fails to comply with any of its other
agreements in connection with the Securities or this
Indenture and such failure continues for the period
and after the notice specified below;
(4) the Corporation, pursuant to or within the meaning of
any Bankruptcy Law:
(A) commences a voluntary case;
(B) consents to the entry of an order for relief
against it in an involuntary case;
(C) consents to the appointment of a Custodian
of it or for any substantial part of its
property;
(D) makes a general assignment for the benefit
of its creditors; or
(E) fails generally to pay its debts as they
become due; or
(5) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:
(A) is for relief against the Corporation in an
involuntary case;
(B) appoints a Custodian of the Corporation or
for any substantial part of its property; or
(C) orders the liquidation of the Corporation;
and the order or decree remains unstated and
in effect for ninety (90) days.
The term "Bankruptcy Law" means title 00, Xxxxxx Xxxxxx Code or any
similar federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy law.
Paying Agent and Registrar shall promptly notify Trustee in writing of
the occurrence of any Default.
A Default under clause (3) above is not an Event of Default until the
Trustee notifies the Corporation of such Default and the Corporation
does not cure such Default within ninety (90) days after receipt of the
notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default."
Section 6.02 Acceleration.
If an Event of Default occurs and is continuing, and the Trustee has
been made aware thereof, the Trustee, by notice to the Corporation or
the Owners of at least twenty five percent (25%) in principal amount of
the Securities by notice to the Trustee and the Corporation, may
declare the principal of and accrued interest on all the Securities to
be due and payable immediately. Upon a declaration, such principal and
interest shall be due and payable immediately. Notwithstanding the
foregoing, if, at any time after the principal of the Securities has
been declared due and payable, all Defaults have been cured and all
amounts in respect of which the Corporation shall be in Default,
together with the expenses and reasonable charges of the Trustee,
Paying Agent and/or Registrar and reasonable attorneys' fees, with
interest at a rate equal to two (2) percentage points in excess of the
highest rate on any of the Certificates on such expenses, charges and
fees, then the Obligations shall be deemed reinstated in accordance
with the original terms.
Section 6.03 Remedies.
If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the
payment of principal or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.
The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceedings. A
delay or omission by the Trustee or any Security Owner in exercising
any right or remedy accruing upon an Event of Default shall not impair
such right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All
available remedies are cumulative.
Section 6.04 Waiver of Past Defaults.
Subject to Section 9.02 hereof, the Owners of a majority in principal
amount of the Securities, by notice to the Trustee, may waive an
existing Default or Event of Default and its consequences. When a
Default or Event of Default is waived, it is cured and stops
continuing.
Section 6.05 Control by Majority.
The Owners of a majority in principal amount of the Securities may
direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power
conferred on it. The Trustee, however, may refuse to follow any
direction that conflicts with law or this Indenture, that is unduly
prejudicial to the rights of other Security Owners, or that may involve
the Trustee in personal liability or expense for which the Trustee has
not received a satisfactory indemnity.
Section 6.06 Limitation on Suits.
A Security Owner may not pursue any remedy with respect to this
Indenture or the Securities unless:
(1) the Owner gives to the Trustee written notice of a
continuing Event of Default;
(2) the Owners of at least a majority in principal amount
of the Securities make a written request to the
Trustee to pursue the remedy;
(3) such Owner or Owners offer to the Trustee indemnity
satisfactory to the Trustee against any loss,
liability or expense; and
(4) the Trustee does not comply with the request within
sixty (60) days after receipt of the request and the
offer of indemnity.
A Security Owner may not use this Indenture to prejudice the rights of
another Security Owner or to obtain a preference or priority over any
other Security Owner.
Section 6.07 Rights of Owners to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any
Owner of a Security to receive when due under the terms of the Security
payment of principal and interest on the Security, or to bring suit for
the enforcement of any such payment on or after such respective due
dates, shall not be impaired or affected without the consent of the
Owner of the Security.
Section 6.08 Limited Liability.
The Securities are general obligations of the Corporation, and no
entity other than the Corporation shall have any liability for
repayment of the Securities.
Section 6.09 Trustee May File Proofs of Claim.
The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the
Trustee and the Security Owners allowed in any judicial proceedings
relative to the Corporation, its creditors or its property.
Section 6.10 Priorities.
If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:
First: for amounts due under Section 7.07 (other than to the
Corporation);
Second: to Security Owners for amounts due and unpaid on the
Securities for principal and interest, ratably, without
preference or priority of any kind, according to the amounts
due and payable on the Securities for principal and interest,
respectively; and
Third: to the Corporation.
The Trustee may fix a record date and payment date for any payment to
Security Owners.
Section 6.11 Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the
costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys' fees, against any
party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by the Trustee, a suit brought by a
Owner of Securities pursuant to Section 6.07, or a suit by Owners of
more than ten percent (10%) in principal amount of the Securities.
ARTICLE 7 - TRUSTEE, PAYING AGENT AND REGISTRAR
Section 7.01 Duties.
(1) If an Event of Default has occurred and is continuing, the
Trustee shall exercise its rights and powers and use the same
degree of care and skill in its exercise as a prudent person
would exercise or use under the circumstances in the conduct
of his or her own affairs.
(2) Except during the continuance of an Event of Default:
(A) The Trustee need perform only those duties that are
specifically set forth in this Indenture and no
others; and
(B) In the absence of bad faith on its part, the Trustee,
Paying Agent or Registrar may conclusively rely, as
to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or
opinions furnished to it and conforming to the
requirements of this Indenture. The Trustee, Paying
Agent or Registrar, however, shall examine the
certificates and opinions to determine whether or not
they conform to the requirements of this Indenture.
(3) Neither Trustee, Paying Agent nor Registrar may be relieved
from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:
(A) This paragraph does not limit the effect of paragraph
(2) of this Section 7.01;
(B) Neither Trustee, Paying Agent nor Registrar shall be
liable for any error of judgment made in good faith,
unless it is proved that the such entity was
negligent in ascertaining the pertinent facts; and
(C) Neither Trustee, Paying Agent nor Registrar shall be
liable with respect to any action it takes or omits
to take in good faith in accordance with a direction
received by it pursuant to Sections 6.05 or 6.06.
(4) Every provision of this Indenture that in any way relates to
Trustee, Paying Agent or Registrar is subject to this Section
7.01.
(5) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it
against any loss, liability or expense.
(6) Neither Trustee, Paying Agent nor Registrar shall be liable
for interest on any money received by it except as otherwise
agreed with the Corporation.
Section 7.02 Rights of Trustee, Paying Agent and Registrar.
(1) Trustee, Paying Agent or Registrar may rely on any document
believed by it to be genuine and to have been signed or
presented by the proper person. It need not investigate any
fact or matter stated in the document.
(2) Before a Trustee, Paying Agent or Registrar acts or refrains
from acting, it may require an Officers' Certificate or an
opinion of counsel. Neither Trustee, Paying Agent or Registrar
shall be liable for any action it takes or omits to take in
good faith in reliance on such an Officer's Certificate or
opinion.
(3) Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with
due care.
(4) Neither Trustee, Paying Agent nor Registrar shall be liable
for any action it takes or omits to take in good faith which
it believes to be authorized or within its rights or powers.
Section 7.03 Disclaimers.
Neither Trustee, Paying Agent nor Registrar makes any representation as
to the validity or adequacy of this Indenture or the Securities, nor
shall it be accountable for the Corporation's use of the proceeds from
the Securities, nor shall it be responsible for any statement in the
Securities, other than its certificate of authentication (if one is
given), or in any prospectus used in the sale of the Securities, other
than statements provided in writing by such entity for use in such
prospectus.
Section 7.04 Individual Rights of Trustee, Paying Agent and Registrar.
Trustee, Paying Agent or Registrar, each in its individual or any other
capacity, may become the owner or pledgee of Securities and may
otherwise deal with the Corporation with the same rights it would have
if it were not Trustee, Paying Agent or Registrar.
Section 7.05 Notice of Defaults.
If any Default occurs and is continuing, and if it is known to the
Trustee, the Trustee shall mail and first publish as provided in Section 10.01
notice of the Default within ninety (90) days after it occurs. Except in the
case of a Default in payment on any Security, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Security Owners.
Section 7.06 Reports by Trustee to Owners.
Within sixty (60) days after each August 1, beginning with the August 1
following the date of this Indenture, the Trustee shall provide to the
Security Owners specified in TIA Section 313(c) a brief report dated as
of such August 1 that complies with TIA Section 313(a). The Trustee
also shall comply with TIA Section 313(b). If required by the TIA, a
copy of each report at the time of its mailing to Security Owners shall
be filed with the SEC.
Section 7.07 Compensation and Indemnity.
The Corporation shall pay to the Trustee, Paying Agent and Registrar
from time to time reasonable compensation for their services as set
forth in separate written agreements. The Corporation shall reimburse
the Trustee upon request for all reasonable out-of-pocket expenses
incurred by Trustee. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents, attorneys and
accountants. The Corporation shall indemnify the Trustee against any
loss or liability incurred in connection with providing services
hereunder. Trustee shall notify the Corporation promptly of any claim
for which it may seek indemnity or reimbursement. The Corporation shall
defend the claims and the Trustee shall cooperate in such defense. The
Trustee may have separate counsel and the Corporation shall pay the
reasonable fees and expenses of such counsel. The Corporation need not
pay for any settlement made without its consent; provided, however, the
Trustee may settle actions in its reasonable and good faith discretion
if it has a good faith and reasonable belief that the Corporation will
otherwise be unable to provide adequate indemnification. The
Corporation need not reimburse any expense or indemnify against any
loss or liability incurred by Trustee through its own negligence or bad
faith.
To secure the Corporation's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all trust monies.
Section 7.08 Replacement of Trustee, Paying Agent or Registrar.
The Trustee, Paying Agent or Registrar may resign by so notifying the
Corporation. The Corporation may at any time without cause remove
Trustee, Paying Agent or Registrar by so notifying the removed entity.
The Corporation or the Owners of a majority in principal amount of the
Securities may appoint a successor Trustee, Paying Agent or Registrar
with the Corporation's consent or may remove Trustee, Paying Agent or
Registrar if:
(1) the Trustee, Paying Agent or Registrar is adjudged a
bankrupt or an insolvent;
(2) a receiver or other public officer takes charge of
the Trustee, Paying Agent or Registrar or its
property; or
(3) the Trustee, Paying Agent or Registrar otherwise
becomes incapable of acting.
If the Trustee, Paying Agent or Registrar resigns or is removed or if a
vacancy exists in the office of Trustee, Paying Agent, or Registrar for
any reason, the Corporation shall promptly appoint a successor.
A successor Trustee, Paying Agent or Registrar shall deliver a written
acceptance of its appointment to the retiring Trustee, Paying Agent or
Registrar and to the Corporation. Immediately thereafter, the retiring
Trustee, Paying Agent or Registrar shall transfer all property held by
it hereunder to the successor Trustee, Paying Agent or Registrar, the
resignation or removal of the retiring Trustee, Paying Agent or
Registrar shall become effective, and the successor Trustee, Paying
Agent or Registrar shall have all the rights, powers and duties of the
prior Trustee, Paying Agent or Registrar, as the case may be, under
this Indenture. A successor Trustee, Paying Agent or Registrar shall
give notice of its succession to each Security Owner as provided in
Section 10.01.
If a successor Trustee, Paying Agent or Registrar does not take office
within sixty (60) days after its predecessor resigns or is removed, the
retiring Trustee, Paying Agent or Registrar, the Corporation or the
Owners of a majority in principal amount of the Securities may petition
any court of competent jurisdiction for the appointment of a successor.
Section 7.09 Successor by Merger, etc.
If a Trustee, Paying Agent or Registrar consolidates with, merges or
converts into, or transfers all or substantially all of its corporate
trust assets to another corporation, the resulting, surviving or
transferee corporation without any further act shall be the successor.
Section 7.10 Eligibility; Disqualification.
This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1). The Trustee shall have a combined capital
and surplus of at least $500,000 as set forth in its most recent published
financial statement or annual report of condition. The Trustee shall comply with
TIA Section 310(b), including the optional provision permitted by the second
sentence of TIA Section 310(b)(9).
Section 7.11 Preferential Collection of Claims Against Corporation.
The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the
extent indicated.
ARTICLE 8 - DISCHARGE OF INDENTURE
Section 8.01 Termination of Corporation's Obligations.
The Corporation at any time may terminate its obligation to pay an
installment of principal or interest if it deposits with the Trustee
money or U.S. Government Obligations sufficient to pay the installment
when due. The Corporation shall designate the installment.
The Corporation at any time may terminate all of its obligations under
the Securities and this Indenture (except under Section 7.07 and with
respect to the registration of transfer or exchange provide herein) if
it deposits with Trustee money or U.S. Government Obligations in an
amount necessary to satisfy all Obligations thereunder and hereunder.
The
Corporation's obligations with respect to registration of transfer or
exchange shall terminate when the Securities are no longer outstanding.
Thereafter, the Corporation's obligations in Section 7.07 hereof shall
survive.
Before or after a deposit the Corporation may make arrangements
satisfactory to Trustee for the redemption of Securities at a future
date in accordance with Article 3 hereof.
After a deposit pursuant to the second paragraph of this Section 8.01,
the Trustee shall acknowledge in writing the discharge of the
Corporation's obligations under the Securities and this Indenture
except for those surviving obligations specified above.
An installment of principal or interest due on a Security shall be
considered paid on the date such installment is due if the Trustee or
Paying Agent holds on that date money sufficient to pay the
installment.
In order to have money available on payment dates to pay principal or
interest on the Securities, the U.S. Government Obligations shall be
payable as to principal or interest on or before such payment dates in
such amounts as will provide the necessary money. U.S. Government
Obligations shall not be callable at the issuer's option.
"U.S. Government Obligations" means:
(1) direct obligations of the United States for the
payment of which its full faith and credit is
pledged; or
(2) obligations of a person controlled or supervised by
and acting as an agency or instrumentality of the
United States the payment of which is unconditionally
guaranteed as a full faith and credit obligation by
the United States.
Section 8.02 Application of Trust Money.
Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01. Trustee shall apply the
deposited money and the money from U.S. Government Obligations in
accordance with this Indenture to the payment of principal and interest
on the Securities. Paying Agent shall notify the Trustee of any Default
by the Corporation in making such payments.
Section 8.03 Repayment to Corporation.
Trustee and Paying Agent shall promptly pay to the Corporation any
excess money or securities held by it at any time unless the Trustee
otherwise has valid claims under Section 7.07 hereof or otherwise under
this Indenture. Trustee and Paying Agent shall pay to the Corporation
any money held by it for the payment of principal or interest that
remains unclaimed for two (2) years. All monies unclaimed after a two
year period shall be remitted to the Corporation.
ARTICLE 9 - AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 9.01 Without Consent of Owners.
The Corporation may amend or supplement this Indenture or the
Securities without notice to or consent of any Security Owner:
(1) to cure any ambiguity, omission, defect or
inconsistency;
(2) to make any change that does not adversely affect the
rights of any Security Owner in any material respect;
(3) to issue additional Certificates of any series
hereunder;
(4) to authorize additional series or classes of
indebtedness hereunder and to incur any amount of
indebtedness, whether secured or unsecured; or
(5) to evidence the succession of a successor corporation
or other entity to the Corporation and the assumption
by such successor of the covenants of the Corporation
herein and in the Securities.
The Trustee may waive compliance by the Corporation with any provision
of this Indenture or the Securities without notice to or consent of any
Security Owner if the waiver does not adversely affect the rights of
any Security Owner.
Section 9.02 With Consent of Owners.
The Corporation may amend or supplement this Indenture or the
Securities without notice to any Security Owner but with the written
consent of the Owners of not less than a majority in principal amount
of the Securities. The Owners of a majority in principal amount of the
Securities may waive compliance by the Corporation with any provision
of this Indenture or the Securities without notice to any Security
Owner. Without the consent of each Security Owner affected, however, an
amendment, supplement or waiver, including a waiver pursuant to Section
6.04, may not:
(1) reduce the amount of Securities whose Owners must
consent to an amendment, supplement or waiver;
(2) reduce the rate or extend the time for payment of
interest on any Security;
(3) reduce the principal of or extend the fixed maturity
of any Security;
(4) make any Security payable in money other than that
stated in the Security; or
(5) waive a Default on payment of principal or of
interest on any Security.
Section 9.03 Revocation and Effect of Consents.
Any consent to an amendment, supplement or waiver by a Security Owner
shall bind the Owner and every subsequent Security Owner or portion of
a Security that evidences the same debt as the consenting Owner's
Security, even if notation of such consent is not made on any Security.
Any such Owner or subsequent Owner,
however, may revoke such consent as to his or her Security or portion
of a Security. The Trustee must receive the notice of such revocation
before the date the amendment, supplement or waiver becomes effective.
After an amendment, supplement or waiver becomes effective, it shall
bind every Security Owner unless it makes a change described in clauses
(2), (3), (4), or (5) of Section 9.02. In that case the amendment,
supplement or waiver shall bind each Owner of a Security who has
consented to it and every subsequent Owner of a Security or portion of
a Security that evidences the same debt as the consenting Owner's
Security.
Section 9.04 Notation on or Exchange of Securities.
If an amendment, supplement or waiver changes the terms of a Security,
the Corporation may require the Owner of a Certificated Security to
deliver it to Registrar. Registrar may place an appropriate notation on
the Certificated Security about the changed terms and return it to the
Owner. Alternatively, if the Corporation or Registrar so determine, the
Corporation in exchange for the Certificated Security shall issue and
Registrar shall authenticate a new Certificated Security that reflects
the changed terms.
Section 9.05 Trustee to Sign Amendments, etc.
The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article if the amendment, supplement or waiver does
not adversely affect the rights of the Trustee or materially increase
its responsibilities hereunder and is otherwise in compliance with the
terms and conditions of the Indenture (including Section 10.03), the
TIA and applicable law. If it would have such an adverse effect, the
Trustee may but need not sign such amendment, supplement or waiver. The
Corporation may not sign an amendment or supplement until the Board of
Directors of the Corporation approves it.
Section 9.06 Future Certificates.
The Corporation shall have the right to issue additional Certificates
hereunder and to authorize additional series of certificates of
indebtedness provided the Corporation is not in default under any
provision of this Indenture. Such additional Certificates and/or series
of certificates of indebtedness shall be issued pursuant to resolution
duly adopted by the governing body of the Corporation; provided,
however, that the additional Certificates and series of indebtedness
are issued pursuant to a supplement to this Indenture. An executed copy
of said supplemental Indenture, signed by the Corporation and the
Trustee shall serve as a modification of this Indenture. Such
additional Certificates shall be of equal standing and priority with
all other series of Certificates issued hereunder.
Section 9.07 Compliance with Trust Indenture Act.
Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.
ARTICLE 10 - MISCELLANEOUS
Section 10.01 Notices.
Any notice or communication shall be sufficiently given if in writing
and delivered in person or mailed by first class mail addressed as
follows:
if to the Corporation:
Cornerstone Ministries Investments, Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxxxx
if to the Trustee:
Trinity Trust Company
000 Xxxxxx Xxxxx Xx. Xxxxx 0000
Xxxx, Xxxxxx
Attention: Xxxxxx X. Xxxxxxxxxx, President
The Corporation or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or
communications.
Any notice or communication to Security Owners shall be sufficiently
given if mailed by first class mail to each Security Owner.
Any notice or communication mailed to a Security Owner shall be mailed
to him at his address as it appears on the lists or registration books
of Registrar and shall be sufficiently given to him if so mailed within
the time prescribed.
Failure to give notice or communication to a Security Owner or any
defect in it shall not affect its sufficiency with respect to other
Security Owners. If a notice or communication is mailed, it is duly
given, whether or not the Security Owner receives or reads it.
Section 10.02 Communications by Security Owners with Other Security Owners.
Security Owners may communicate, pursuant to TIA Section 312(b), with
other Security Owners with respect to their rights under this
Indenture. Except as to any notice to the Trustee or to the
Corporation, which is deemed given only when received, if any notice or
communication is mailed in the manner provided in Section 10.01 hereof,
it is deemed duly given, whether or not the addressee receives such
notice or communication.
Section 10.03 Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Corporation to Trustee, Paying
Agent or Registrar to take any action under the Indenture, the Trustee
may require that the Corporation shall furnish to the Trustee, Paying
Agent or Registrar:
(1) an Officers' Certificate stating that, in the opinion
of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the
proposed action have been complied with; and
(2) an opinion of counsel stating that, in the opinion of
such counsel, all such conditions precedent have been
complied with.
Each opinion of counsel shall be in writing. The legal counsel who
renders it may be an employee of or counsel to the Corporation. The
legal counsel shall be acceptable to the Trustee, Paying Agent or
Registrar.
Section 10.04 Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:
(1) a statement that the person making such certificate
or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the
statements or opinions contained in such certificate
or opinion are based;
(3) a statement that, in the opinion of such person, he
has made such examination or investigation as is
necessary to enable him to express an informed
opinion as to whether or not such covenant or
condition has been complied with; and
(4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been
complied with.
Section 10.05 When Securities Disregarded.
In determining whether the Owners of the required principal amount of
Securities have concurred in any direction, waiver or consent,
Securities owned by the Corporation or by a person, directly or
indirectly controlling or controlled by or under direct or indirect
common control with the Corporation shall be disregarded, except that
for the purposes of determining whether the Trustee shall be protected
in relying on any such direction, waiver or consent, only Securities
which the Trustee knows are so owned shall be so disregarded.
Furthermore, subject to the foregoing only, Securities outstanding at
the time shall be considered in any such determination.
Section 10.06 Rules by Trustee, Paying Agent, Registrar.
The Trustee may make reasonable rules for the administration of this
Indenture. Such rules may cover matters relating to actions by or a
meeting of Security Owners. Paying Agent or Registrar may make
reasonable rules for its functions.
Section 10.07 Legal Holidays.
A "Legal Holiday" is a Saturday, Sunday, a legal holiday or a day on
which banking institutions are not required to be open. If a payment
date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.
Section 10.08 Governing Law.
This Indenture and the Securities shall be governed by the laws of the
State of Georgia.
Section 10.09 No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Corporation. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.
Section 10.10 No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the
Corporation shall not have any liability for any obligations of the
Corporation under Securities or the Indenture or for any claim based
on, in respect of or by
reason of such obligations or their creation. Each Security Owner by
accepting any of the Securities waives and releases all such liability.
The waiver and release are part of the consideration for the issue of
the Securities.
Section 10.11 Successors.
All agreements of the Corporation in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee or Registrar
and Paying Agent in this Indenture shall bind their successors.
Section 10.12 Duplicate Originals.
The parties may sign any number of copies of this Indenture. Each sign
copy shall be an original, but all of them taken together represent but
one and the same agreement.
Section 10.13 Trust Indenture Act Controls.
If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by
the TIA, the required provision shall control.
SIGNATURES
CORNERSTONE MINISTRIES INVESTMENTS,
INC.
By: Xxxx X. Xxxxxxxx
Title: Vice President, Chief Operating Officer
TRINITY TRUST COMPANY
By: S/ Xxxxxx X. Xxxxxxxxxx
Title: President
