SPECIMEN
MINISTRY PARTNERS INVESTMENT CORPORATION
CLASS A-1 NOTE
SERIES___________
PRINCIPAL AMOUNT: $____________________ ISSUANCE DATE:________, 199_
[INTEREST REINVESTMENT ELECTED, _________________, California
See Section 5 Below]
THIS NOTE IS SUBJECT TO THE PROVISIONS OF A STANDBY TRUST AGREEMENT DATED
November 19, 1997, which authorizes the issuance of up to $25,000,000 of
Class A-1 Notes.
1. Principal and Interest. For value received, MINISTRY PARTNERS
INVESTMENT CORPORATION, a California corporation ("Maker"), hereby
promises to pay to the order of the registered holder of this Note
("Holder"), at such address of Holder as is set forth on the records
of Maker, or at such other place as Holder may designate in writing
to Maker, the principal sum of ____________________________________
Dollars ($___________) (hereafter the "Principal"). This Note shall
bear interest from the date hereof on the unpaid Principal balance until
paid at the rate of___________ Percent (____%) per annum. Interest
accruing hereunder shall be calculated on the basis of a 365-day year
for actual days elapsed.
2. Xxxxxx and Form of Payment. This Note shall be payable interest
only, in arrears, on the fifth day of ________ and on the fifth day
of each month thereafter until _________ (the "Payment Date"), on
which date the unpaid balance of principal and accrued interest shall
be due and payable. All Principal and interest shall be payable in
lawful money of the United States of America. All payments made
hereunder shall be applied first to the payment of accrued interest
and the balance remaining to the payment of Principal.
3. Loan and Standby Trust Agreement. As a condition to the
issuance of this Note, Xxxxxx agrees to adopt and to be bound by the
terms and conditions of the Loan and Standby Trust Agreement dated
November 19, 1997 (the "Loan Agreement"), the terms and conditions of
which are incorporated herein by reference.
4. Events of Default. This Note shall be subject to each of the
Events of Default and remedies set forth in the Loan Agreement. In
order to cure Payment Default, Maker must mail to the Holder, or
direct deposit if that option is selected, the amount of the
nonpayment plus a late payment penalty equal to simple interest on
the amount unpaid at the rate of ___% per annum, measured from the
date the payment should have been mailed, deposited or credited
pursuant to the terms of this Note until the date it actually is
mailed, deposited or credited.
Exhibit A
If an Event of Default occurs and is continuing, then and in
every such case the Holders of not less than a Majority in Principal
Amount of the Outstanding Notes may appoint a Trustee to represent
the interest of all the Holders pursuant to the Loan Agreement as
provided therein. No Holder shall have the right to institute or
continue any proceeding, judicial or otherwise, with respect to the
Notes except pursuant to the Loan Agreement.
Under the Loan Agreement, the Trustee, at the direction of the
Majority Vote of the Holders may, declare all the Notes to be due and
payable immediately and take any action allowed by law to collect
such amounts. Notwithstanding the foregoing, in the case of an Event
of Default arising from events of bankruptcy or insolvency with
respect to Maker, all Outstanding Notes will become due and payable
without further action or notice.
5. Interest Reinvestment. If the Holder has elected to reinvest
interest payable on the Note (the "Interest Reinvestment Election"),
Maker shall defer all interest payable on its Note until the Payment
Date by increasing the Principal Amount by an amount equal to each
interest payment otherwise payable on this Note, as of the Payment
Date of such interest payment. Interest shall be payable on such
increased Principal Amount thereon in the manner otherwise provided
herein.
6. Prepayment of Note. The Maker may at any time, upon not less
than thirty (30) nor more than sixty (60) days prior written notice
to the Holder, elect to prepay the Principal Amount in whole or in
part, and by delivering to the Holder payment equal to such amount of
prepayment plus accrued and unpaid interest thereon through such date
of prepayment. Notice of prepayment shall be mailed by first class
mail to Holder. If less than all of the Series of the Note is
prepaid, Maker shall prepay all Notes of the Series on a pro rata
basis. In the event of such prepayment, a new Note in principal
amount equal to the unpaid principal amount of the original Note
shall be issued in the name of Holder and the original Note shall be
cancelled. On and after the prepayment date, interest shall cease to
accrue on the portion of the Principal Amount prepaid. The foregoing
obligation to prepay a Series of Notes on a pro rata basis herein
shall not in any manner limit the Maker's right to repurchase or
prepay any Note on a voluntary basis agreed to by the holder thereof,
including any prepayment of the Note prior to maturity as described
below.
7. Early Presentment. Holder may upon written notice to Maker,
request prepayment of the Note at any time prior to maturity. In
such event, Maker shall determine in Maker's sole judgment, whether
to so prepay the Note. In the event Maker determines to prepay the
Note, it shall prepay (i) an amount equal to the unpaid balance of
the Principal Amount, plus (ii) the accrued but unpaid interest
through the date of prepayment, less (iii) an amount equal to the
lessor of three (3) months interest on the balance of the unpaid
Principal Amount or one-sixth of the interest payable on the Note
during its original term.
8. Amendment, Supplement and Wavier. Pursuant to the Loan
Agreement, the Notes may be amended or supplemented by a Majority
Vote of the Holders and any Default, Event of Default,
compliance or noncompliance with any provision of the Notes may be
waived by a Majority Vote of the Holders, provided that any such
amendment or supplement affecting the term, interest rate and other
terms of the Notes must be ratable and proportionate in effect on all
Holders of the then outstanding Notes based on the aggregate amount
of principal and interest and penalty payments due them.
9. Waivers. The Maker waives demand for payment, presentment for
payment, protest, notice of protest, notice of dishonor, notice of
nonpayment, notice of acceleration or maturity, diligence in taking
any action to collect sums owning hereunder.
10. Separability. In case any provision in this Note shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
11. California Law; Jurisdiction. This Note is made in the State
of California and the provisions hereof shall be construed in
accordance with the laws of the State of California, except to the
extent preempted by federal law; and such parties further agree that
in the event of a default hereunder, this Note may be enforced in any
court of competent jurisdiction in the State of California, and they
do hereby submit to the jurisdiction of such court regardless of
their residence or where this Note or any endorsement hereof may have
been executed.
MINISTRY PARTNERS INVESTMENT CORPORATION
By:____________________________________
