Exhibit 4.8
PIF/CORNERSTONE MINISTRIES INVESTMENTS, INC.
AND
REGIONS BANK
-----------------
Trust Indenture
Dated as of June 27, 2002
-----------------
$45,000,000.00
Certificates of Indebtedness
================================================================================
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. 5
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. 8
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. 11
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 XXXXXXXXX 00
Section 7.01 Duties. 13
Section 7.02 Rights of Trustee, Paying Agent and Xxxxxxxxx. 00
Section 7.03 Disclaimers. 14
Section 7.04 Individual Rights of Trustee, Paying Agent and
Registrar. 14
Section 7.05 Notice of Defaults. 15
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. 17
ARTICLE 8 - DISCHARGE OF INDENTURE 17
Section 8.01 Termination of Corporation's Obligations. 17
Section 8.02 Application of Trust Money. 18
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. 19
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. 20
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. 23
Section 10.11 Successors. 23
Section 10.12 Duplicate Originals. 23
Section 10.13 Trust Indenture Act Controls. 23
PIF/CORNERSTONE MINISTRIES INVESTMENTS, INC.
Reconciliation and Tie between Trust Indenture Act of 1939
and the Indenture dated as of June 14, 2002
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.
TRUST INDENTURE dated as of June 27, 2002, among PIF/CORNERSTONE
MINISTRIES, INC., a Georgia corporation ("Corporation") and
REGIONS BANK, an Alabama banking corporation (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 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.
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 $45,000,000 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 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 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.
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 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.
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.
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, 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 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 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.
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, 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:
PIF/Cornerstone Ministries Investments, Inc.
0000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxxxx
if to the Trustee:
Regions Bank
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
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
PIF/CORNERSTONE MINISTRIES INVESTMENTS, INC. REGIONS BANK
By: S/Xxxx X. Xxxxxxxx By: S/Xxxxxx X. Xxxxxxxx
Title: Vice President and Title: Senior Vice President
Chief Operating Officer and Corporate Trust Manager
EXHIBIT A
Certificate of Indebtedness
No. ________________ $________________
PIF/CORNERSTONE MINISTRIES INVESTMENTS, INC. ("Issuer" or "we" and related
pronouns) promises to pay to ____________________________ or registered assigns
("you" or "holder"), the principal sum of __________________________ Dollars
($__________).
Taxpayer I.D. Number: __________________ CUSIP Number:_________________.
This Certificate of Indebtedness may evidence (1) a 9% five-year certificate,
(2) an access certificate, or (3) a graduated certificate, in each case, as
described in the prospectus under which such certificate is sold. This
Certificate of Indebtedness evidences a: _____________________.
Generally, Certificates of Indebtedness will be registered in book entry form
only and the investor will receive only a written confirmation of their
investment, and not an actual certificate. We issue Certificates of Indebtedness
under a Trust Indenture; the trustee under the Trust Indenture is Regions Bank.
Dated:_________________, 2002
__________________________, as [Registrar] PIF/CORNERSTONE MINISTRIES
[Trustee], certifies that this is one of INVESTMENTS, INC.
the Certificates referred to in the Trust
Indenture.
By:_________________________________ By:____________________________
Name: Name:
Title: Title:
[SEAL]
[SEAL]
[Back of Certificate]
The registered owner of this Certificate shall be entitled to all the rights and
privileges and subject to the conditions, limitations and agreements set forth
in the Trust Indenture executed in connection with the offering of the
securities described on the front side of this Certificate, the terms,
covenants, conditions and agreements of such Trust Indenture being incorporated
herein by this reference.
The Issuer will furnish to any Certificate owner upon written request and
without charge a copy of the Trust Indenture. Requests may be made to Xxxx X.
Xxxxxxxx, Cornerstone Ministries Investments, Inc., 0000 Xxxxxxxxxx Xxxx, Xxxxx
000, Xxxxxxx, Xxxxxxx 00000.
This Certificate is non-negotiable.
Abbreviations. Customary abbreviations may be used in the name of a Certificate
owner or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by
the entireties), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (- Uniform Gifts to Minors
Act).
