SECOND SUPPLEMENTAL INDENTURE
between
SUMMIT SECURITIES, INC.
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
Dated as of March 1, 2001
Relating to an issue of Investment Certificates, Series B-1
THIS SECOND SUPPLEMENTAL INDENTURE (the "Second Supplement"), dated as of
March 1, 2001 in entered into by and between Summit Securities, Inc., an
Idaho corporation (hereinafter called "Summit" or the "Company"), having its
principal office at 000 X. Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, and U.S.
Bank Trust National Association, a national banking association organized and
existing under the laws of the United States of America, formerly known as First
Trust National Association (hereinafter, the "Trustee"), having offices at 0000
0xx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000, and is supplemental to an
Indenture dated as of November 15, 1990 (the "Base Indenture") and the First
Supplement thereto, dated as of December 31, 1997 (together with the Base
Indenture and the Second Supplement, the "Indenture") between the Company and
the Trustee, as successor to West One Bank, Idaho, N.A., the prior trustee.
RECITALS OF THE COMPANY
The Company previously executed and delivered to the Trustee the Indenture
that provides for the issuance in one or more series of the Company's Investment
Certificates (hereinafter called the "Certificates"), in accordance with the
Indenture. The initial series of Certificates issued under the Indenture is
known as the Company's Investment Certificates, Series A, limited to the
aggregate principal amount of $20,000,000.
The Company and the Trustee previously executed the First Supplement that
provides for the issuance of the Company's Investment Certificates, Series B
(the "Series B Certificates") in accordance with the Indenture, as amended by
the First Supplement.
The Company desires to execute and deliver this Second Supplement, in
accordance with the provisions of the Indenture, for the purpose of providing
for the creation of a new series of Certificates, designating the series to be
created and specifying the form and provisions of the Certificates of such
series.
The Board of Directors of the Company has established a new series of
Certificates to be designated "Investment Certificates, Series B-1," not limited
in aggregate principal amount, in such amounts as may be authorized for issuance
from time to time by the Board of Directors of the Company. The Company has
complied or will comply with all provisions required to issue additional
Certificates under the Indenture. The Investment Certificates, Series B-1 are
hereinafter referred to as the Series B-1 Certificates.
All things necessary to make the Investment Certificates, Series B-1, when
executed by the Company, authenticated by the Trustee, delivered as authorized
by the Company and duly issued by the Company, the valid obligations of the
Company, and to make this Second Supplemental Indenture a valid agreement of the
Company, in accordance with their or its terms, have been done.
NOW, THEREFORE, THIS SECOND SUPPLEMENT WITNESSETH:
For and in consideration of the premises and the purchase of the Series B-1
Certificates, by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Series B-1
Certificates, as follows:
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ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01. RELATION TO BASE INDENTURE. This Second Supplement is
executed and shall be construed as an indenture supplemental to the Base
Indenture and constitutes an integral part of the Base Indenture. Except to the
extent inconsistent with the express terms hereof, all of the provisions, terms,
covenants and conditions of the Base Indenture shall be applicable to the Series
B-1 Certificates, to the same extent as if specifically set forth herein. In the
event of inconsistencies between the Base Indenture and this Second Supplement
with respect to the Series B-1 Certificates, the terms hereof shall govern.
SECTION 1.02. DEFINITIONS AND MISCELLANEOUS. For all purposes of this
Second Supplement, except as otherwise expressly provided or unless the context
otherwise requires:
(a) Investment Certificates, Series B and Series B-1 shall be
identical to each other in all relative rights, preferences and
limitations, expect as expressly set forth herein and in the First
Amendment.
(b) Capitalized terms used herein without definition have the
meanings specified in the Base Indenture.
(c) The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular.
(d) Unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may
be, of this Second Supplement.
(e) The definition of "Outstanding" in the Based Indenture is
replaced in its entirety with the definition of "Outstanding" provided
herein.
(f) The first paragraph of Section 5-2 of the Base Indenture is
replaced in its entirety with Section 2.02(b) hereof.
(g) The second paragraph of Section 11-7 of the Base Indenture is
replaced in its entirety with Section 2.03 hereof.
"INTEREST" means, with respect to an Original Issue Discount Security which
by its terms bears interest only after Maturity, interest payable after Maturity
as set forth in the Certificate.
"ISSUE PRICE" means, with respect to a Series B-1 Certificate, the initial
issue price at which the Series B-1 Certificate is sold as set forth on the face
of the Certificate.
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"ORIGINAL ISSUE DISCOUNT" means, with respect to a Series B-1 Certificate,
the difference between the Issue Price and the Principal Amount at Maturity of
the Series B-1 Certificate, accreting as set forth in the applicable
Certificate.
"ORIGINAL ISSUE DISCOUNT SECURITY" means any Series B-1 Certificate which
provides for an amount less than the stated principal amount thereof to be due
and payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5-2 of the Base Indenture, as amended by Section 2.02 hereof.
"OUTSTANDING" when used with respect to Certificates, means, as of the date
of determination, all Certificates therefor authenticated and delivered under
this Indenture, except:
(a) Certificates theretofore cancelled by the Company;
(b) Certificates for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent in trust for the Holders of such Certificates; provided that,
if such Certificates are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to
the Trustee has been made; and
(c) Certificates in exchange for or in lieu of which other
Certificates have been authenticated and delivered pursuant to this
Indenture; and
provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Certificates have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculation required by TIA Section 313, (i) the principal amount of an Original
Issue Discount Security that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall be
equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the maturity thereof pursuant to Section 5-2 of
the Base Indenture, and (ii) Certificates owned by the Company or of any other
obligor upon the Certificates or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Certificates which the Trustee knows to be so owned
shall be so disregarded. Certificates owned as provided in clause (ii) above
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Certificates and that the pledgee is not the Company or
any other obligor upon the Certificates or any Affiliate of the Company or of
such other obligor.
"PRINCIPAL AMOUNT AT MATURITY" means, with respect to any Series B-1
Certificate, the principal amount due at Maturity as set forth on the face of
the Certificate.
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ARTICLE II
THE CERTIFICATES
SECTION 2.01. TERMS OF SERIES B-1 CERTIFICATES.
(a) There shall be hereby established a series of Certificates to be
designated "Investment Certificates, Series B-1."
(b) The aggregate Principal Amount at Maturity of Series B-1
Certificates, at any one time Outstanding shall not be limited and shall be
payable as set forth on the applicable Series B-1 Certificate. The Series
B-1 Certificates shall be issued in the maturities and denominations as
determined by the Company and as set forth in the applicable Series B-1
Certificate.
(c) The Series B-1 Certificates shall be issued with Original Issue
Discount at an accretion rate determined by the Company and set forth in
the applicable Series B-1 Certificate. The Series B- 1 Certificates shall
accrue interest only as provided in the Series B-1 Certificate.
(d) The maturities, the accretion rate of Original Issue Discount and
minimum denominations of Series B-1 Certificates may be changed at any time
by the Company, but no such change will affect any Series B-1 Certificates
issued prior to such change.
(e) Payment of the principal of and accreted Original Issue Discount,
if any, on Series B-1 Certificates will be made at the office or agency of
the Company maintained for that purpose in Spokane, Washington. All such
payments shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. In the event of the death of any registered owner of a
Series B-1 Certificate any party entitled to receive some or all of the
proceeds of such Series B-1 Certificate may elect to have his or her share
of such Series B-1 Certificate prepaid under the terms set out in the form
of the Series B-1 Certificates in Exhibit A hereto.
(f) The Series B-1 Certificate shall be issued in the form of a
Global Certificate, the form of which is included as Exhibit A hereto, and
shall be executed by the Company and registered in the name of the Company
or its nominee and authenticated by the Trustee. The Trustee shall, upon
request by the Company, authenticate such amounts of Series B-1
Certificates as is authorized by the Board of Directors of the Company.
Such authentication of the Global Certificate shall satisfy the
authentication requirement of the Indenture with respect to the Series B-1
Certificates. The Company may amend and/or supplement the Global
Certificate, and may increase and/or decrease the principal amount of the
Global Certificate from time to time. The Trustee shall authenticate any
endorsement to the Global Certificate to reflect such amendment,
supplement, increase or decrease in accordance with instructions given by
the Company. The Global Certificate, and any endorsements thereto shall be
deposited with the Company.
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(g) The Series B-1 Certificates may be issued to investors in book
entry form, without the issuance of individual certificates, and without
the requirement for authentication by the Trustee of such book entry
investments. Investors who hold Series B-1 Certificates in book entry form
shall be considered to be Certificateholders and shall have all the rights
and privileges of a Certificateholder pursuant to the Indenture,
notwithstanding that record of their Series B-1 Certificate investment is
represented in book entry form. The Company shall maintain accurate records
of the individual holders of such Certificates. The Company shall promptly
provide the Trustee with a listing of all book entry holders of the Series
B-1 Certificates at such times and from time to time, and in such format as
the Trustee may reasonably request.
(h) With respect to the Global Certificate, the ownership of which
shall be registered in the name of the Company or its nominee, except as
otherwise provided in the Indenture as herein amended, the Trustee shall
have no responsibility or obligation to any person for whom the Company or
its nominee beneficially holds an interest in book entry form in the Global
Certificate. Without limiting the generality of the foregoing, the Trustee
shall have no responsibility or obligation with respect to (i) the accuracy
of the records of the Company and its nominee with respect to the
beneficial ownership interests of Certificateholders in the Global
Certificate; (ii) the delivery to Certificateholders of any notice required
to be given by the Company with respect to their book entry Certificates;
(iii) the payment by the Company or its nominee to any Certificateholder,
as shown on the books of the Company, of principal, accreted Original Issue
Discount or interest with respect to an Investment Certificate; or (iv) any
other action taken by the Company or its nominee as registered owner of the
Global Certificate.
SECTION 2.02. EVENTS OF DEFAULT.
(a) "Event of Default," with respect to the Series B-1 Certificates,
means any one of the events specified below in this Section 2.02 (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law, or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):
(i) default in the payment of the principal of (or accretion of
Original Issue Discount of) any Series B-1 Certificate, at its
Maturity or upon acceleration or otherwise; or
(ii) default in the performance, or breach, of any covenant or
warranty of the Company with respect to Series B-1 Certificates, in
the Indenture or this Second Supplement (other than a covenant or
warranty a default in whose breach is elsewhere in this Section
specifically dealt with), and continuance of such default or breach
for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least l0% in principal amount of the
Outstanding Series B-1 Certificates, a written notice specifying such
default or breach and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder; or
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(iii) the entry of a decree or order by a court having
jurisdiction in the premises adjudging the Company a bankrupt or an
insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in
respect of the Company under any Federal bankruptcy laws or any other
applicable Federal or State law, or appointing a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any
such decree or order unstayed and in effect for a period of 60
consecutive days; or
(iv) the institution by the Company of proceedings to be
adjudicated a bankrupt or an insolvent, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization
or relief under any Federal bankruptcy laws or any other applicable
Federal or State law, or the consent by it to the filing of any such
petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company or of
any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in
writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Company in furtherance
of any such action.
(b) If an Event of Default occurs and is continuing, then and in
every such case the Trustee or the Holders of not less than 25% in
Principal Amount at Maturity of the Outstanding Series B-1 Certificates may
declare all the Series B-1 Certificates to be immediately due and payable
at the Issue Price plus the Original Issue Discount accreted up to the date
of default, by a notice in writing to the Company (and to the Trustee if
given by the Holders of the Series B-1 Certificates), and upon any such
declaration such principal or specified portion thereof shall become
immediately due and payable.
SECTION 2.03. CERTIFICATES PAYABLE ON REDEMPTION DATE. If the principal
amount of any Class B-1 Certificate surrendered for redemption shall not be so
repaid upon surrender thereof, such principal amount (together with Original
Issue Discount, if any, thereon accreted to such Redemption Date) shall, until
paid, continue to accrete at the accretion rate set forth in such Class B-1
Certificate until its Maturity and shall thereafter bear interest at a rate set
forth in the Certificate.
SECTION 2.04. RIGHT OF REDEMPTION. Notwithstanding anything to the contrary
contained in the Indenture or this Second Supplement, the Series B-1
Certificates are not redeemable prior to Maturity; the Company may, however, pay
principal and accreted Original Issue Discount on such Certificates either upon
mutual agreement between the Holders of a Series B-1 Certificate, and the
Company or as provided in the Base Indenture or this Second Supplement in the
event of the death of any registered owner or any registered joint owner without
such payment constituting a redemption.
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ARTICLE III
MISCELLANEOUS
SECTION 3.01. REGULATION OF INTEREST RATES. The Company hereby agrees that
it will actively resist any attempts to claim and will not voluntarily claim,
the benefit of any interest rate regulation law against any Certificateholder.
SECTION 3.02. AMENDMENT REQUIRING CONSENT OF CERTIFICATEHOLDERS. Without
the consent of the Holders of each Outstanding Series B-1 Certificate affected
thereby, the Company and the Trustee shall not, by supplemental indenture or
otherwise, reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5-2 of the Base Indenture or the amount
thereof provable in bankruptcy pursuant to Section 5-4 of the Base Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed all as of the day and year first above written.
SUMMIT SECURITIES, INC.
By /s/ Xxx Xxxxxx
----------------------------------
Name Xxx Xxxxxx
--------------------------------
Title President
-------------------------------
(Corporate Seal)
Attest:
By /s/ Xxxxxxx Xxxxxxxxxxx
----------------------------------
Name Xxxxxxx Xxxxxxxxxxx
--------------------------------
Title General Counsel
-------------------------------
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name Xxxxxxx X. Xxxxxx
--------------------------------
Title Vice President
-------------------------------
(Corporate Seal)
Attest:
By /s/ Xxxxxxx Xxxxxx
----------------------------------
Name Xxxxxxx Xxxxxx
--------------------------------
Title Assistant Vice President
-------------------------------
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STATE OF WASHINGTON )
) ss.
COUNTY OF SPOKANE )
On this 27th day of February, 2001, before me personally appeared Xxx
Xxxxxx, to me known to be the President of Summit Securities, Inc., the
corporation that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of
said corporation, for the uses and purposes therein mentioned, and on oath
stated that he was authorized to execute said instrument and that the seal
affixed is the corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Xxxxxxxx Xxxxxx
(SEAL) -------------------------------------
NOTARY PUBLIC in and for the State of
Washington, residing at Spokane
10
STATE OF WASHINGTON )
) ss.
COUNTY OF SEATTLE )
On this 28th day of February, 2001, before me personally appeared
Xxxxxxx X. Xxxxxx, to me known to be the Vice President of U.S. Bank Trust
National Association, the national banking association that executed the
within and foregoing instrument, and acknowledged said instrument to be the
free and voluntary act and deed of said association, for the uses and
purposes therein mentioned, and on oath stated that he was authorized to
execute said instrument and that the seal affixed is the corporate seal of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Xxxxxxx Xxxx
(SEAL) -------------------------------------
NOTARY PUBLIC in and for the State of
Washington, residing at Seattle
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EXHIBIT A
[FORM OF SERIES B-1 CERTIFICATES]
FOR PURPOSES XX XXXXXXXX 0000 XXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE
CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ____% OF ITS
PRINCIPAL AMOUNT. THE ISSUE DATE IS __________, 20__
SUMMIT SECURITIES, INC.
000 X. Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000
Investment Certificate, Series B-1
Issued To
------------------------------------------
Issue Price
------------------------------------------
Original Issue Discount
------------------------------------------
Principal Amount at Maturity
------------------------------------------
Issue Date
------------------------------------------
Maturity Date
------------------------------------------
Annual Accretion Rate
------------------------------------------
Certificate Number
------------------------------------------
THE CERTIFICATE
This is a duly authorized Certificate of Summit Securities, Inc.
("Summit"). This Certificate is issued under an Indenture dated as of November
15, 1990 and a Second Supplemental Indenture dated as of February __, 2001
(Collectively, the "Indenture") between Summit and U.S. Bank Trust National
Association as Trustee (the "Trustee"). The Indenture permits Summit to issue an
unlimited amount of Certificates, the terms of which may vary according to
series. This Certificate is of the series stated above; that series is limited
in aggregate principal amount as stated in the Indenture (or supplemental
indentures). The Indenture (and supplemental indentures) contains statements of
the rights of the Certificateholders, Summit and the Trustee and provisions
concerning authentication and delivery of the Certificates. Definitions of
certain terms used in this Certificate are also found in the Indenture (and
supplemental indentures).
PAYMENT OF PRINCIPAL AMOUNT AT MATURITY
For value received, Summit promises to pay the Principal Amount at Maturity
of this Certificate at the Maturity Date stated above. Payment will be made to
the Person to whom this Certificate is issued, or registered assigns.
PAYMENT OF INTEREST
This Certificate shall not bear interest, except as specified in this
paragraph. If the Principal Amount at Maturity hereof or any portion of such
Principal Amount at Maturity is not paid when due (whether upon acceleration or
otherwise), then the overdue amount shall, to the
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extent permitted by law, bear interest at a rate of __% per annum, compounded
semi-annually, which interest shall accrue from the date such overdue amount was
originally due to the date of payment of such amount, including interest
thereon, has been made or duly provided for.
Summit will pay interest to the Person in whose name this Certificate (or
one or more Predecessor Certificates) is registered on the books of Summit, or
registered assigns.
PAYMENT PRIOR TO MATURITY
Upon payment of this Certificate prior to Maturity pursuant to the terms of
the Indenture specified in the Indenture, the Holder is entitle to payment in an
amount equal to the Issue Price plus accreted Original Issue Discount. Original
Issue Discount shall accrete from the date of issuance of the Certificate until
the date of determination at the rate specified on the cover page of this
Certificate, compounded semi-annually.
PREPAYMENT ON DEATH
In the event of a Certificateholder's death, any Person entitled to receive
some or all of the proceeds of this Certificate may elect to have his or her
Certificate prepaid in full, in an amount that is equal to the Issue Price plus
the accreted Original Issue Discount, payable in five consecutive equal monthly
installments. Original Issue Discount will continue to accrete at the accretion
rate specified on the cover page hereof on the declining principal balance of
that Certificate. Any request for prepayment must be made in writing to Summit.
The request must be accompanied by the Certificate and evidence, satisfactory to
Summit, of the Certificateholder's death. Before Summit prepays the Certificate,
it may require additional documents or other material it considers necessary to
establish the Persons entitled to receive some or all of the proceeds of the
Certificate. Summit may also require proof of other facts relevant to its
obligation to prepay the Certificate in the event of death.
MISCELLANEOUS
The provisions on the reverse are part of this Certificate.
This Certificate is not entitled to any benefit under the Indenture nor is
this Certificate valid or obligatory for any purpose unless the certificate of
authentication below has been executed by the Trustee by manual signature.
This Certificate is not insured by the United States government, the State
of Idaho nor any agency thereof.
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IN WITNESS WHEREOF, Summit has caused this Certificate to be duly executed
under its corporate seal.
SUMMIT SECURITIES, INC.
(Corporate Seal)
Attest: By:
----------------------- ---------------------------
Secretary or Chairman of the Board,
Assistant Secretary President or Vice President
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CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within- mentioned
Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By:
---------------------------
Authorized Officer
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[FORM OF REVERSE OF INVESTMENT CERTIFICATE, SERIES B-1]
TRANSFER AND EXCHANGE OF GLOBAL CERTIFICATE
Transfer and exchange of this Global Certificate is conditioned by certain
provisions in the Indenture, as amended. To effect a transfer, the registered
owner must surrender this Certificate at the Company's office or agency in
Spokane, Washington. This Certificate must be duly endorsed or accompanied by a
written instrument of transfer satisfactory to the Company. Upon transfer, one
or more new Certificates of the same series, of authorized denominations and for
the same aggregate principal amount will be issued to the designated transferee
or transferees. Prior to due presentment for registration of transfer, the
Company, the Trustee or any of their agents may treat any Person in whose name
this Certificate is registered as the owner of this Certificate, regardless of
notice to the contrary or whether this Certificate might be overdue.
This Global Certificate is issuable only as a registered Certificate; it
does not bear coupons. As provided in the Indenture, this Global Certificate is
exchangeable for other Global Certificates of the same series of authorized
denominations with the same aggregate principal amount. To effect an exchange,
the registered owner must surrender this Certificate at the Company's office or
agency in Spokane, Washington. The Certificate must be duly endorsed or
accompanied by a written instrument of exchange satisfactory to the Company.
No service charge will be made for a transfer or exchange, but Summit may
require payment of a sum sufficient to cover any governmental charge payable in
connection with such transaction.
AMENDMENT OF THE INDENTURE; WAIVER OF RIGHTS
With certain exceptions, the Indenture may be amended, the obligations and
rights of Summit may be modified and the rights of the Certificateholders may be
modified by Summit at any time with the consent of the Holders of 66-2/3% in
aggregate principal amount of the Certificates at the time Outstanding. The
Indenture allows the Holders of specified percentages in aggregate principal
amount of the Certificates of a particular series to waive compliance by Summit
with certain Indenture provisions and to waive past defaults and their
consequences on behalf of all the Holders of Certificates of that series. Any
such consent or waiver by the Holder of this Certificate will be binding upon
that Holder. The consent or waiver will also be binding upon all future Holders
of this Certificate and of any Certificate issued upon the transfer of, or in
exchange for or in lieu of this Certificate, whether or not that consent or
waiver is noted upon the Certificate.
EVENTS OF DEFAULT
If an Event of Default occurs, the Issue Price and the accreted Original
Issue Discount of all the Certificates may be declared due and payable as
provided in the Indenture.
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FORM OF PAYMENT
Payment on the Certificates will be made at the office or agency of Summit
maintained for that purpose in Spokane, Washington. Payment will be made in coin
or currency of the United States of America that is legal tender for payment of
public and private debts at the time of payment.
BUSINESS DAYS
Whenever any Interest Payment Date, the Stated Maturity of this Certificate
or any date on which any Defaulted Interest is proposed to be paid is not a
Business Day, the appropriate payment or compounding of interest, accretion of
Original Issue Discount or principal may be made on the next succeeding Business
Day without accrual of additional interest or accretion of additional Original
Issue Discount.
CERTAIN DEFINITIONS
Summit is an Idaho corporation. The terms "Summit" and "Company" include
any successor corporation under the Indenture. The term "Trustee" includes any
successor trustee under the Indenture.
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