EXHIBIT 4.2
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AMENDMENT OF INDENTURE
THIS AMENDMENT, made as of the 23rd day of December, 2009, by and among the
American Church Mortgage Company, as obligor ("ACMC"), and Herring Bank, a
banking association (the "Trustee").
WITNESSETH:
WHEREAS, ACMC and the Trustee entered into that certain Indenture dated as
of April 1, 2009, with respect to the issuance of up to $20,000,000 of Series C
Secured Investor Certificates (the "Indenture"); and
WHEREAS, as of the date hereof, less than $350,000 of said Series C Secured
Investor Certificates have been sold; and
WHEREAS, ACMC has requested that the Indenture be amended to permit the
issuance of four (4), five (5), six (6) and seven (7) year maturities of Secured
Investor Certificates; and
WHEREAS, the Trustee is willing to amend the Indenture to add the
additional requested maturities as set forth herein; and
WHEREAS, no holder consent is necessary in connection with the amendment of
the Indenture as set forth herein as this amendment, among other things, does
not adversely affect the legal rights of any holder under the Indenture.
NOW, THEREFORE, in consideration of the foregoing premises, and further in
consideration of the mutual promises herein contained, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree to
amend the Indenture as follows:
1. AMENDMENT OF INDENTURE. The Indenture is hereby amended as follows:
a. Section 2.1(b) is hereby revised to provide as follows:
(b) Except as provided in Section 2.14 hereof, each Security
shall not be evidenced by a promissory note. The record of
beneficial ownership of the Securities shall be maintained and
updated by the Registrar through the establishment and
maintenance of Accounts. Initially, each Security shall be in
such denominations as may be designated from time to time by the
Company. Each Security shall have a term of four (4), five (5),
six (6) or seven (7) years or a term of not less than thirteen
(13) years and not greater than twenty (20) years as shall be
designated by the Holder at the time of purchase, subject to the
Company's acceptance thereof.
All capitalized terms used but not otherwise defined herein shall have the
meaning assigned thereto in the Indenture. Except as expressly amended hereby,
the Indenture shall remain in full force and effect in accordance with its
original terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Indenture to be duly executed and their respective corporate seals to be
hereunto affixed and attested, as of the day and year first written above.
AMERICAN CHURCH MORTGAGE COMPANY
By: /s/ Philip J. Myers
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Philip J. Myers, President
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing was acknowledged before me this 23rd day of December, 2009, by
Philip J. Myers, in his capacity as President of American Church Mortgage
Company, a Minnesota corporation.
/s/ Kathi M. Genz
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Notary Public
HERRING BANK, as Trustee
By: /s/ Catana Gray
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Name: Catana Gray
Title: Vice-President
STATE OF TEXAS )
) ss.
COUNTY OF POTTER )
The foregoing was acknowledged before me this 23rd day of December, 2009, by
Catana Gray, in her capacity as Vice-President of Herring Bank.
/s/ Denise Messer
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Notary Public
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