AMENDMENT TO LOAN AND STANDBY TRUST AGREEMENT
This Amendment to the Loan and Standby Trust Agreement dated
as of October 28, 1996 (the "Loan Agreement", respecting those
certain Class A Notes of Ministry Partners Investment Corporation
(the "Company") is made on this 28th day of February, 1997 by the
parties thereto.
PREFACE
A. The Loan Agreement was entered into by the Company, the
Holders of the Company's Class A Notes (the "Holders") and any
Trustee who may be subsequently appointed by the Holders and who
adopts and agrees to be bound by the terms and conditions of the
Loan Agreement.
B. In order to avoid confusion with general accounting
terms, the Company and the Holders believe that it is advisable
to change the terms "Net Worth" and "Tangible New Worth" as used
in the Loan Agreement to "Adjusted Net Worth" and "Tangible
Adjusted Net Worth", respectively. Also, an uncertainty has
arisen as to whether the "Net Worth" of the Company as defined in
the Loan Agreement includes the amount of all contracted for
financing expressly subordinated in right to payment on a current
basis to the Class A Notes whether or not such financing has been
funded. The Company and the Holders intend that all such
committed subordinated financing, whether or not funded, shall be
so included.
C. Pursuant to Article VI, Section A of the Loan
Agreement, the Company and the Holders owning all of the
outstanding principal amount of the Class A Notes may by
supplemental agreement amend the Loan Agreement to change the
covenants of the Company set forth therein.
D. The Company and the Holders now desire, by this
supplemental agreement, to amend the Loan Agreement as set forth
below.
AMENDMENT
1. The definition of "Net Worth" set forth in Section
A of Article I of the Loan Agreement is hereby amended and
restated in its entirety to read as follows:
"Adjusted Net Worth" means the sum of (I) the consolidated
equity of the common stockholders of the Company and any
consolidated subsidiary, plus (ii) the respective amounts
reported on such entity's most recent balance sheet with
respect to any series of preferred stock, plus (iii) the
amount of any loan ECCU or any other lender is contractually
obligated to loan to the Company, but only to the extent
EXHIBIT 4.4
such loan amount is expressly subordinated in right to
payment on current basis to the Class A Notes. For purposes
of computing Adjusted Net worth, all transactions between
the Company and any Affiliates, including ECCU, shall be
treated as if the transactions had been entered into with an
unaffiliated third-party to the extent that GAAP would
require any different treatment."
2. The definition of "Tangible Net Worth" set forth
in Section A of Article I of the Loan Agreement is hereby amended
and restated in its entirety to read as follows:
""Tangible Adjusted Net Worth" means the Adjusted
Net Worth of the Company less the Company's
tangible assets, if any".
3. The term "Net Worth" set forth in the Loan
Agreement is hereby changed to "Adjusted Net Worth".
4. The term "Tangible Net Worth" set forth in the
Loan Agreement is hereby changed to "Tangible Adjusted Net
Worth".
5. Each of the foregoing amendments shall be
effective as of January 1, 1997, the parties hereto expressly
agreeing that the definitions of Adjusted Net Worth and Tangible
Adjusted Net Worth so created hereby shall be effective with
respect to all covenants in the Loan Agreement as of January 1,
1997.
6. Except as herein provided, the Loan Agreement
shall remain unmodified and in full force and effect.
7. This Amendment may be signed in two or more
counterparts, and the originals of such counterparts together
shall constitute an original document.
IN WITNESS WHEREOF, the undersigned have executed this First
Amendment as of the day and year hereinabove set forth.
THE COMPANY
MINISTRY PARTNERS INVESTMENT CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇, President
PRINCIPAL AMOUNT
CLASS A NOTEHOLDER DATE CLASS A NOTE OWNED
/s/ ▇▇▇▇▇ ▇. ▇▇▇ 2/28/1997 $ 25,000.00
▇▇▇▇▇ ▇. ▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 2/25/1997 $147,548.31
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇ 2/24/1997 $ 6,294.71
▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇ 2/25/1997 $ 1,000.00
▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 2/27/1997 $ 2,000.00
▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ 2/26/1997 $ 20,000.00
▇▇▇ ▇▇▇▇▇▇▇▇▇