EXHIBIT 4.7
CORNERSTONE MINISTRIES INVESTMENTS, INC.
AND
TRINITY TRUST COMPANY
_________________
Trust Indenture
Dated as of August 7, 2006
_________________
Originally for Series G Bonds
(Additional Series may be added pursuant to the terms of the Indenure)
TABLE OF CONTENTS
ARTICLE 1.
DEFINITIONS AND INCORPORATION BY REFERENCE...............................................................1
Section 1.01. Definitions...............................................................................1
Section 1.02. Other Definitions.........................................................................2
Section 1.03. Incorporation by Reference of Trust Indenture Act.........................................2
Section 1.04. Rules of Construction.....................................................................3
ARTICLE 2.
THE SECURITIES...........................................................................................3
Section 2.01. Form and Dating...........................................................................3
Section 2.02. Execution and Authentication..............................................................3
Section 2.03. Agents....................................................................................4
Section 2.04. Security Owner Lists......................................................................4
Section 2.05. Registration, Transfer and Exchange.......................................................4
Section 2.06. Replacement Securities....................................................................5
Section 2.07. Outstanding Securities....................................................................5
Section 2.08. Temporary Securities......................................................................5
Section 2.09. Cancellation..............................................................................5
Section 2.10. Defaulted Interest........................................................................6
Section 2.11. Book Entry Form...........................................................................6
ARTICLE 3.
REDEMPTION...............................................................................................6
Section 3.01. Notices to Paying Agent...................................................................6
Section 3.02. Selection of Securities to be Redeemed....................................................6
Section 3.03. Notice of Redemption......................................................................6
Section 3.04. Deposit of Redemption Price...............................................................7
Section 3.05. Effect of Notice of Redemption............................................................7
Section 3.06. Securities Redeemed in Part...............................................................7
ARTICLE 4.
COVENANTS................................................................................................7
Section 4.01. Payment of Securities.....................................................................7
Section 4.02. Books and Records.........................................................................8
Section 4.03. Use of Proceeds...........................................................................8
Section 4.04. Corporate Existence.......................................................................8
Section 4.05. Compliance Certificate....................................................................8
Section 4.06. SEC Reports...............................................................................9
Section 4.07. Notices of Certain Events.................................................................9
ARTICLE 5.
SUCCESSOR CORPORATION....................................................................................9
Section 5.01. When Corporation May Merge, etc...........................................................9
ARTICLE 6.
DEFAULTS AND REMEDIES....................................................................................9
Section 6.01. Events of Default.........................................................................9
Section 6.02. Acceleration.............................................................................10
Section 6.03. Remedies.................................................................................11
Section 6.04. Waiver of Past Defaults..................................................................11
Section 6.05. Control by Majority......................................................................11
Section 6.06. Limitation on Suits......................................................................11
Section 6.07. Rights of Owners to Receive Payment......................................................12
Section 6.08. Limited Liability........................................................................12
Section 6.09. Trustee May File Proofs of Claim.........................................................12
Section 6.10. Priorities...............................................................................12
Section 6.11. Undertaking for Costs....................................................................12
ARTICLE 7.
TRUSTEE, PAYING AGENT AND REGISTRAR.....................................................................13
Section 7.01. Duties...................................................................................13
Section 7.02. Rights of Trustee, Paying Agent and Registrar............................................14
Section 7.03. Disclaimers..............................................................................14
Section 7.04. Individual Rights of Trustee, Paying Agent and Registrar.................................14
Section 7.05. Notice of Defaults.......................................................................14
Section 7.06. Reports by Trustee to Owners.............................................................15
Section 7.07. Compensation and Indemnity...............................................................15
Section 7.08. Replacement of Trustee, Paying Agent or Registrar........................................15
Section 7.09. Successor by Merger, etc.................................................................16
Section 7.10. Eligibility; Disqualification............................................................16
Section 7.11. Preferential Collection of Claims Against Corporation....................................16
ARTICLE 8.
DISCHARGE OF INDENTURE..................................................................................17
Section 8.01. Termination of Corporation's Obligations.................................................17
Section 8.02. Application of Trust Money...............................................................17
Section 8.03. Repayment to Corporation.................................................................18
ARTICLE 9.
AMENDMENTS, SUPPLEMENTS AND WAIVERS.....................................................................18
Section 9.01. Without Consent of Owners................................................................18
Section 9.02. With Consent of Owners...................................................................18
Section 9.03. Revocation and Effect of Consents........................................................19
Section 9.04. Notation on or Exchange of Securities....................................................19
Section 9.05. Trustee to Sign Amendments, etc..........................................................19
Section 9.06. Future Certificates......................................................................20
Section 9.07. Compliance with Trust Indenture Act......................................................20
ARTICLE 10.
MISCELLANEOUS...........................................................................................20
Section 10.01. Notices.................................................................................20
Section 10.02. Communications by Security Owners with Other Security Owners............................21
Section 10.03. Certificate and Opinion as to Conditions Precedent......................................21
Section 10.04. Statements Required in Certificate or Opinion...........................................21
Section 10.05. When Securities Disregarded.............................................................22
Section 10.06. Rules by Trustee, Paying Agent, Registrar...............................................22
Section 10.07. Legal Holidays..........................................................................22
Section 10.08. Governing Law...........................................................................22
Section 10.09. No Adverse Interpretation of Other Agreements...........................................22
Section 10.10. No Recourse Against Others..............................................................22
Section 10.11. Successors..............................................................................23
Section 10.12. Duplicate Originals.....................................................................23
Section 10.13. Trust Indenture Act Controls............................................................23
ii
CORNERSTONE MINISTRIES INVESTMENTS, INC.
Reconciliation and Tie between Trust Indenture Act of 1939
and the Indenture dated as of August 7, 2006
Trust Indenture Act Section Indenture Section
--------------------------- -----------------
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.
iii
TRUST INDENTURE
TRUST INDENTURE dated as of August 7, 2006, between CORNERSTONE MINISTRIES
INVESTMENTS, INC., a Georgia corporation ("Corporation"), 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 Securities.
"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 debt securities issued from time to time under this
Indenture, as amended or supplemented from time to time.
"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 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
---- ------------------
"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.
2
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 any 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 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 $60,000,000 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 (including increases beyond $60
million) pursuant to the provisions of Section 9.06 hereof.
3
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 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.
4
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.
5
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.
6
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.
7
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, 2007. 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.
8
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:
9
(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.
10
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.
11
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.
12
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.
13
(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.
14
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
15
(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 $150,000 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.
16
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.
17
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.
This Indenture may be amended or supplemented for any purpose other than
those described in Section 9.01 above, when authorized by resolution of the
Corporation's Board of Directors and the Trustee, with the written consent
of the holders of not less than 50% in principal amount of the Securities
outstanding; provided, however, that no such amendment or supplement shall
be enforceable against the holder of an affected Security without the
consent of the holder of the affected Security if the amendment or
supplement:
18
(1) reduces the amount of Securities whose Owners must consent to an
amendment, supplement or waiver;
(2) reduces the rate or extend the time for payment of interest on
any Security;
(3) reduces the principal of or extend the fixed maturity of any
Security;
(4) makes any Security payable in money other than that stated in the
Security; or
(5) waives 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.
19
Section 9.06. Future Certificates.
The Corporation shall have the right to issue additional Certificates
hereunder and to authorize additional series of Securities provided the
Corporation is not in default under any provision of this Indenture. Such
additional Certificates and/or series shall be issued pursuant to
resolution duly adopted by the governing body of the Corporation; provided,
however, that the additional Certificates and series 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 Xxxxxxxxx
if to the Trustee:
Trinity Trust Company
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
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.
20
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.
21
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.
22
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.
[Signature Page Follows]
23
IN WITNESS WHEREOF, the parties have executed this Indenture effective as of the
date first above mentioned.
SIGNATURES
CORNERSTONE MINISTRIES INVESTMENTS, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman, President and CEO
TRINITY TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: President
24
