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HomeMy WebLinkAbout90-210 I I I - ----- nr--u----- --------------- RESOLUTION NO. 90-210 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $9,,750,000 AGGREGATE PRINCIPAL AMOUWr OF COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF MOHAVE COUNTY, ARIZONA, SCHOOL IMPROVEMENT BONDS, PROJECT OF 1990, SERIES A (1990); PROVIDING FOR THE ANNUAL LEVY OF A TAX FOR THE PAYMENT OF THE BONDS; ACCEPTING A PROPOSAL FOR THE PURCHASE OF THE BONDS; AND PRESCRIBING TERMS AND PROVISIONS AND APPOINTING A REGISTRAR AND PAYING AGENT WITH RESPECT TO THE BONDS. WHEREAS, by the vote ~f a majority of the qualified electors of Colorado River Union ~(igh School District No.2 of Mohave County, Arizona (the "District"), voting at a special bond election held in and for the District on May 15, 1990, the issuance of $24,000,000 School Improvement Bonds, Project of 1990, of the District has been authorized; and WHEREAS, pursuant to the request of the Governing Board of the District, $9,750,000 :In aggregate principal amount of such school improvement bonds are to be issued and sold at this time; NOW, THEREFORE, IT U, RESOLVED BY THE BOARD OF SUPERVISORS OF MOHAVE COUNTY, ARIZONA, AS FOLLOWS: Section 1. Authorization. There is hereby authorized to be issued and-sold a-serf,es:-oE' bonds of the District in an aqgregate principal amount of $9,750,000. The bonds so authorized shall be designated Colorado River Union High School District No. 2 of Mohave County, Arizona, School Improvement Bonds, Project of 1990, Seri,es A (1990) (the "Bonds"), and shall be issued and sold as directed by th i s Boa rd in accordance with the prov i s ions of applicable laws. Section 2. Terms. The Bonds will be dated August 1, 1990, and wTf~ear interest from their date to the maturity of each of the Bonds at the rates 519t forth in the winning bid, a copy of wh i ch .i sat tached hereto and incorporated here in. I nterest on the Bonds will be payable on January 1, 1991, and semiannually therea f ter on each succeed i ng Ju ly 1 and January 1 dur i ng the term of the Bonds. The Bonds shall be in the denomi nat i on of $5,000 each or integral multiples thereof, and shall be in fully registered form. The Bon,5ls will mature on .July 1 in the years 1994 to 2005, inclusive, as follows: I Maturity Date Principal Maturity Date Principal -.GT~ 1 ~_]:l___ Amount (July 1) Amount ----_._-~- --.-- 1994 $ 525" (HH' 2131313 $ 8,25,131313 1995 575,,013" 213131 875,131313 1996 625,,013" 213132 9'513,131313 1997 675,,013" 213133 1,01313,131313 1998 71313" 1~13" 213134 1,075,131313 1999 775"r~13" 213135 1,11513,131313 I I The Bonds shall have such additional terms and provisions as are set forth in the Notice Inviting Proposals for the Purchase of Bonds and in the form of Bond attached hereto as Exhibi t A, which is a part of this resolution. Section 3. P ria r_l~~~~~mpt i on. A. Hedemption. Bonds maturing on or before July 1, 1997, are not subject to call for redemption prior to maturity. Bonds maturing on or after July 1, 1998, are subject to call for redemption prior to maturity, in whole or in part, on July 1, 1997, or on any interest payment date thereafter by the payment of a redemption price equal to the principal amount of each Bond called for redemption plus accrued interest to the date fixed for redemption plus a premium payable from any source lawfully avai lablE~ therefor, thE' Plcemium [calculated as a percentage of the principal amount of tte Bonds to be redeemed) to be computed as follows: Redemption Dates July' 1, 1997 and Januar.i;--r~, 1998 July 1, 1998 and January 1, 1999 thereafter without premium. Premium 1. 13% 13.5% B. ~~tice. Notice of redemption of any Bond will bE:! mailed not more than sixty (613) nor less than thirty (313) days prior to the date set for redemption to the registered owner of the Bond or Bonds being redeemed at the address shown on the bond register maintained by the registrar. Failure to properly give notice of redemption shall not affect the redemption of any Bond for which notice was properly given. C. E:ffect of Call fn Redemption. On the date designated for redemption by notice (~iven ai herein provided, the Bonds so called for redemption shall become and be due and payable at the redempt i on pr i ce prov i ded for redempt i on of such Bonds on such date, and, if moneys for payment of the redemption price are held in separate accounts by the paying agent, interest on such Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds sha 11 cease to be ent i t led to any benef it or secur i ty hereunder and the owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof and such Bonds shall be deemed paid and no longer outstanding. I I I D. Redemption of Less Than All of a Bond. The District may redeem an amount wh i ch is - i ncl udecl in a Bond in the denomi nat i on in excess of, but divisible by, $5,000. In that event, the registered owner shall submit the Bond for partial redemption and the paying agent shall make such partial payment and the Registral: shall cause to be issued a new Bond in a principal amount which reflects the redemption so made to be authenticated and delivered to the registered owner thereof. Sect i on 4. Secur i ty. For the purpose of pay i ng the principaJ:-of, interest:--an.:lpremium (if any) on early redemption and costs of administration of the registration and payment of the Bonds there shall be levied on all the taxable property in the District a continuing, direct, annual, ad valorem tax sufficient to pay all such principal, interest, premium and administration costs on the Bonds as the same becomes due, such taxes to be levied, asses::ed and collected at the same time and in the same manner as other taxes are levied, assessed and co 11 ected. The proceeds cf the taxes shall be kept in a spec i a 1 fund entitled the Debt Service Fund of the District and shall be used only for the paymen t: of pr i nc ipa 1, interest, premi urn ( if any) and administration costs as above-stated. Section 5. Use of Proceeds. The net proceeds from the sale of the BondS;-after payrac;-n1: of the expenses of issuance, shall be set aside and depositE~d by the County Treasurer in a separate fund entitled the Building Fund of the District. Subject to the provisions of Section 13 hereof, this resolution shall be construed as consent of t~e Board of Supervisors to invest such funds, pending use, in ary of the securities allowed by A.R.S. Section l:i,-1025. This rl~solution shall constitute a continuing consent to such investment and no further annual consent need be given; provided, however, that this Board may revoke such consent for any fiscal year aEter fiscal year 1989-90. The proceeds of the Bonds shall be expended only for the purpose set forth in the ballot used at the speciaJ bond election wherein issuance of the Bonds was approved. All moneys deposited to the debt service fund of the District may be invested in the same manner as the Colorado River Union High School District No. 2 of Mohave County, Arizona, School Improvement Bonds, Project of 1990, Series A (1990) Building Fund and this rE~solution shall be construed to be a consent to such investments and shall also be construed to be continuing. I I I Section 6. Form of Bonds. Pursuant to A.R.S. Section 35- 491, afliTly registered-borld form is adopted as an alternative to the form of bond provided in A.R.S. Section 15-1023. A registrar and paying agent will be appointed for the administration of the Bonds. The Bonds shall bo! in substantially the form of Exhibit A, a t tachE~d hereto and i ncorpora ted by ref erence herei n, with such necessary and appropr i ate omi ss ions, insert ions and variations as are permitted or required hereby or by the Notice Inviting Proposals for thE Purchase of Bonds and are approved by those of f i cers execu t i 09 the Bonas. E xecu t i on of the Bonds by such officers shall constitute conclusive evidence of such approval. The Bonds may have notations, required by law, securitiE~s exchange shall show both the date of the issue authentication and registration. legends or endorsements ru Ie or usage. Each Bond and the date of such Bond's The Bonds are proh i b i ted f rom be i ng converted to coupon or bearer Bonds without the consent of the Board of Supervisors and approval of bond counsel. Section 7. Execution of Bonds. The Bonds shall be executed for an-don behalfOf-trle-j)istrict by the President and attested by the Clerk of the GOVE!rn i ng Board and counters i gned by the Chairman of the Board of Supervisors of this County. Any or all of such signatures may be manual or by facsimile, such officers shall manually sign a c(~rtificate adopting as and for their s i gnat UrE!S on the Bonds ':he respect i ve mechani cally reproduced signature affixed to the Bonds. Notwithstanding any provision of this Section, no Bond shall ever bind the District until it has been manually authenticated by the registrar. If an officer whose::ignatur,e is on a Bond no longE~r holds that office at the time the Bond is authenticated and registered, the Bond shall nevertheless be valid. A Bond shall not be valid or binding until authenticated by the manual signature of an authorized representative of the registrar. The signature of the authorized representative of the registrar: shall be conclcsive evidence that the Bond bas been authenticated and issued under this resolution. Section 8. Mutilated, Lost or Destroyed Bonds. In case any Bond beC;)mes mutilated-()i-- destroyed or lost, the District shall cause to be executed and del i vered a new Bond of 1 i ke date and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond des t royed or los t, upon the reg i stered owner's pay i ng the reasonabl e expenses and cha rges of the D i str i ct in connect i on therewith and, in the caSE of the Bond destroyed or lost, filing with the County TreasurE~r by the registered owner evidence satisfactory to the Treasurer that such Bond was destroyed or lost, and furnishing the County Treasurer with a sufficient I I I indemnity bond pursuant to A.R.S. Revised Statutes. section 47-8405, Arizona Sect i on 9. ~c~~pt(~nce of Proposal. The proposal of Valley National Bank of Ar{zona for the purchase of thl~ fionds is hereby accepted and the Bonds are hereby ordered sold to such purchaser in accordance with the terms of such proposal and the terms and conditions of the Notice Invi ting Proposals for the Purchase of Bonds. Such proposal shall be in accordance with the winning bid, a copy of which is attached hereto and incorporated herein. The County TreasurE!r is herE!by authorized and directed to cause the Bonds to be delivered to the purchaser upon receipt of paymen t theref or and sat is fact i on of the other cond i t ions for delivery thereof in accordance with the terms of the sale. Section 10. Registrar and Paying Agent. The District will maintain ~IO officeor--ag"E;ncy where Bonds may be presented for registration of transfer (the "Registrar") and an office or agency whE~re Bonds may b,e presented for payment (the "Paying Agent"). The District may appoint one or more co-registrars or one or more additional Paving Agents. The Registrar and Paying Agent may make reasonable rules and set reasonable requirements for their respective functions with respect to the owners of the Bonds. Initially, Peacock, Hislop, Staley & Givens, Inc. , Phoenix, 1~rizona-;-1S-appc,-inted to act as Registrar and Paying Agent with respect to the Bonds. The District may change the Registrar or Paying Agent without notice to or consent of owners of the Bonds and the District may act in any such capacity. The Registrar's fee p3yment agreement between the County and the District is hereby approved in substantially the form on file with the Clerk, to prov~de for the payment of the costs of registration and printing of the Bonds. The contract for Registrar's services is hereby approved in substantially the form on file with the Clerk to provide for the payment of Registrar's services. Upon full E!xE~cution of the Registrar's fee payment agreement, the Chairman ~f this Board and the Treasurer are hereby authorized and directed to execute and deliver the contract and the Clerk of this Board may attest the signatures of either or both of such officials. Each Paying Agent shall be required to agree in writing that the Paying Agent will hold in trust for the benefit of the owners of the Bonds all money held by the Paying Agent for the payment of principal of and interest and any premium on the Bonds. The Registrar may appoint an authenticating agent acceptable to the District to autlH~nt:icate bonds. An authenticating agent may au thent i ca te Bonds wh.:!never the Reg i s trar may do so. Each reference in this resolution to authentication by the Registrar I I I includes authentication by an authenticating agent acting on behalf and in the name of the Registrar and subject to the Registrar's direction. The Registrar shall keep a register of the Bonds, the registered owners of the Bonds and of transfer of the bonds. When Bonds are presented to the Registrar with a request to register transfer, the RE!qistrar shall register the transfer on the registration books if its requirements for transfer are met and shall authenticate and deliver one or more Bonds registered in the name of the transferee of the same principal amount, matur i ty and rate of intE~rest as the surrendered Bonds. The "Record Date" for the Bonds shall be the close of business of the Registrar on the fifteenth day of the month preceding an interest payment date. Bonds presented to the Registrar for transfer after the close of businE!ss on the Record Date and before the close of business on the next subsequent interest paymEmt date will be registered in the name of the transferee but the interest payment (except interest paid at maturity or upon prior redempt i on) will be made to the reg i s tered owners shown on the books of the Registrar as of the close of business on the respective Record Date. The Registrar shall authenticate Bonds for original issue up to $9,750,,000 in aggrE~gat:e principal amount upon the written request of the County TrE!asurer. The Registrar shall keep a register of the Bonds and of their transfer. The aggregate principal amount of Bonds outstanding at any time may not exceed that amount except for replacement Bonds as to which the requirements of the Registrar and the District are met. Section 11. Resolu.~ion of a Contract. This resolution shall-C(Jnstitute a(;on-t~ract bE!tween the District and the registered owners of the Bonds and shall not be repealed or amended in any manner II/hi eh would impa i r, impede or lessen the rights of the registered owners of the Bonds then outstanding. Section 12. Tax Covenants. In consideration of the ,-,_._----,- purchase and acceptance of the Bonds by the owners thereof and, as authorized by Arizona ~tevised Statutes, Title 35, Chapter 3, Art i c 1 e 7, and i n COin sid I:! rat ion 0 f r eta i n i n g the ex c 1 u s ion 0 f interest income from gross income on the Bonds for federal income tax pu rposes, the County covenants with the owners from time to time of the Bonds to ne i ther take nor fa i 1 to take any act ion which action or failure to act is within its power and authority and would result in interest income on the Bonds becoming subject to i nel us i on in gross i neome for federal income tax pu rposes under either laws existing on the date of issuance of the Bonds or such la'iNs as they may bl:! mod i f i ed or amended. The County requirement(s) and of Gust, Rosenfeld prevent interest inclusion in gross agrees that it will comply with such will take any such action(s) as in the opinion & Hende rson ("bond counsel") are necessary to income on the Bonds becoming subject to income for federal income tax purposes. Such I I I -------,-------------- requiremE~nts may include but are not limited to making further specific covenants; makin9 truthful assurances; complying with all representations, covenants and assurances contained in certificates or agreements to be prepared by bond counsel; to pay to the United States of America any required amounts representing rebates of arbitrage profits relating to the Bonds; filing forms, statements and supporting documents as may be required under the federal tax laws; limitinq the term of and yield on invl=stments made with moneys relating to the Bonds; and limiting the use of the proceeds of the Bonds and property financed thereby. Section 13. Designation of Obligations. The Board of Supervisors hereby des-rgna-tes the- Bonds as "qualified tax-exempt obligations" for purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amendecl (the "Code"). The Boa rd of Supervisors hereby certifies that it reasonably anticipates that the aggregate amount of qualified tax-exempt obligations (as defined in Section 26~j (b) (3) (B) of the Code) which will be issued for or by the District (including all subordinate entities thereof) in calendar year 1990 will not exceed $10,000,000. Section 14. Severability. If any section, paragraph, subdivisi-on~ sentence;-(~lallse or phrase of this resolution is for any reason held to be illegal or unenforceable, such decision will not affect the validity of the remaining portions of this resolution. The Board of Supervisors hereby declares that it would have adopted this resolution and each and every other section, paragraph, subdivision, sentence, clause or phrase hereof and authorized the issuance of the Bonds pursuant hereto irrespective of the fact that anyone or more sections, paragraphs, subdivisions, sentencE~s, clauses or phrases of this resolution may be held illegal, invalid or unenforceable. Section 15. Ratification of Actions. All actions of the officers-a-rid agents-of--Chl~! Distrfct, the County or the Board of Superv i sors whi ch conf orm to thE~ purposes and intent of th i s resol uti on and wh i ch further the issuance and sale of the Bonds as contemplated by thi:: resolution whether heretofore or hereafter taken are hereby ratified, confirmed and approved. Any changes made in the Notice Inviting Proposals for the Purchase of Bonds which do not confarn to the prior order of this Board are hereby ratified. The proper officers and agents of the District and the County are hereby authorized and directed to do all such acts and things and to execute and deliver all such documents on beha 1 f of the D i s t r i ct as Jlay be necessary to carry out the terms and intent of this resolution. I I I -r ------- PASSED, ADOPTED AND APPROVED by the Board of Supervisors of Mohave county, Arizona, on August 6, 1990. : .:...,~: ":A~'~~'~~':"""" .....~'fi!:'" <'::, ~ i / " ' "\ ., . ,~~.r ' ,',.(. -L:,~\ ~ ~ 1'.4,2 -~--<,-<--;~_____ r; 'a~"C'~~~'=ai~, Clerk of the Board i; ." .. ',::":'?r.:'l) ~,:~~'~ J:,,. ~ : ':'; ,'~ "',"-'-'f" 1..., . , p" ,,' .' +~~: I, ~ ~~. " '" ,.' , ',,(,t. Illl,1 ~ \ ~' . O~~ ~O-.qI' Lois J. Hubb . a/Chairman - -------,- sds00026h FHR:gmh 071790.1 I EXHIBPr A (I~ace of Bond) CO:~ORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF MORAVE COUNTY, ARIZONA SCHOOL IMPROVEMENT BOND PROJECT OF 1990, SERIES A (1990) Number: Denomination: $ Interest Rate Maturity Date Original Issue Date CUSIP August 1, 1990 % Registered Owner: Principal Amount: DOLLARS I COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF MOHAVE COUNTY, ARIZONA, j:or value received, hereby promises to pay to the registered owner identified above, or registered assigns as provided herein, on the maturity date set forth above, the principal amount set forth above, and to pay interest on the unpaid principal amount at the interest rate shown above. Certain bonds of the series of which this bond is one are subject to call for redemption prior to maturity in accordance with the terms set forth on the reverse of this bond. ~ '1 ., .; Interest is payable on January 1 and July 1 of each year commencing ~ranllary 1, 1991, and will accrue from the most recent date to which interest has been paid, or, if no interest has been paid, from the original issue date set forth above. Interest will be computed on the basis of a year comprised of 360 days consisting of twelve (12) months of thirty (30) days each. d '. I Principal, interest and any premium are payable in lawful money of the United States of America. Interest will be paid by check payable in such money drawn on the paying agent and payable to the order of and mailed to the registered owner at the address shown on the registration books maintained by the registrar at the close of business on the record date as explained on the reverse hereof. Principal and any premium will be paid when due to the registered owner upon surrender of this bond for payment at I the desi9nated original issue of Arizona. office of the paying agent, which on the date is the principal corporate trust office in Phoenix, See the reverse side of this bond for additional provisions. It is hereby certified and recited that all conditions, acts and things required by the Constitution and laws of the State of Arizona to exist, to occur and to be performed precedent to and in the issuance of this bond exist, have occurred and have been performed and that the series of: bonds of which this is one, together with all other indebtedness of the District, is within every debt and other limit prescribed by the Constitution and laws of the State of Arizona, and that due provision has been made for the levy and collection of a direct, annual, ad valorem tax upon all of the taxable property in the District for the payment of this bond and of the interest hereon as each becomes due. I The District has caused this bond to be executed by the President and attested by the Clerk of its Governing Board and countersigned by the Chairman of the Board of Supervisors of Mohave County, which signatures may be facsimile signatures. This bond is not valid or binding upon the District without the manually affixed signature of an authorized representative of the registrar. COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF MORAVE COUNTY, ARIZONA President, Governing Board ATT,EST: Clerk, Governing Board COUNTERSIGNED: Chairman, Board of Supervisors I -2- I ~ ~ ~, ~ .~ ~ "f ~ ... ~ Ji ,:j !Ii ~ ! .. ~ " J ., ~ I ~ JOl ] ~ ~ ~ "l " ~ li1 ,,1 ,oj 1 .:i ~ ... ., .~ ,~ " cj ,] C1 ~J .. ~"! i " ..;) ~ ] ;i ": '~ I }; DATE OF AUTHENTICATION AND REGISTRATION: AUTHENTICATION CERTIFICATE This bond is one of the Colorado River Union High School District No. 2 of Mohave County, Arizona, School Improvement Bonds, Project of 1990, Series A (1990), described in the resolution mentioned on the reverse hereof. as Registrar Authorized Representative (Form of Reverse Side of Bond) This bond is one of a series of bonds in the aggre- gate principal amount of $9,750,000 of like tenor except as to amount, maturity date, rate of interest and number, issued by the District to provide funds to make those school improvements approved by a majority vote of qualified electors voting at an election duly called and held in and for the District, pursuant to a resolution of the Board of Supervisors of Mohave County duly adopted prior to the issuance hereof and pursuant to the Constitution and laws of the State of Arizona relative to the issuance and sale of school dist.r ict improvement bonds, and all amendments thereto, and all other laws of the State of Arizona thereunto enabling. For the punctual payment of this bond and the interest hereon and for the levy and collection of ad valorem taxes sufficient for that purpose, the full faith and credit of the District are hereby irrevocably pledged. Bonds maturing on or before July 1, 1997, are not subject to call for redemption prior to maturity. Bonds maturing on or after July 1, 1998, are subject to call for redemption prior to maturity, in. whole or in part, on July 1, 1997, or on any interest payment date thereafter by the payment of a redemption price equal to the principal amount of each bond called for redemption plus accrued interest to the date fixed for redemption plus a premium payable from any source lawfully available therefor, the premium (calculated as a percentage of the principal amount of the bonds to be redeemed) to be computed as follows: Redemption Dates July 1, 1997 and January-I, 1998 July 1, 1998 and January 1, 1999 and thereafter without premium. Premium 1.0% 0.5% -3- I Notice of redemption of any bond will be mailed not more than sixty (60) nor less than thirty (30) days prior to the date set for redemption to the registered owner of the bond or bonds being redeemed at the address shown on the bond register maintained by the registrar. The registrar or paying agent may be changed by the District without notice. I This bond is transferable by the registered owner in person or by attorney duly authorized in writing at the designated office of the registrar upon surrender and cancellation of this bond, but only in the manner and subject to the limitation and upon payment of the charges provided in the authorizing resolution. Upon such transfer a new bond or bonds of the same aggregate principal amount, maturity and interest rate will be issued to the transferee in exchange. The registrar may require an owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the authorizing resolution. The District has chosen the fifteenth day of the month preceding an interest payment date as the record date for this series of bonds, unless such date is a Saturday, Sunday or holiday, in which case the record date will be deemed to be the previous business day. Should this bond be submitted to the registrar for transfer during the period commencing after the close of business on the record date and continuing to and including the next interest payment date, ownership will be transferred in the normal manner but the next interest payment will be made payable to and mailed to the owner shown on the registrar's books at the close of business on the record date. The registrar may but need not register the transfer of a bond which has been selected for redemption and need not register the transfer of any bond for a period of fifteen (15) days before a selection of bonds to be redeemed; if the transfer of any bond which has been called or selected for call for redemption in whole or in part is registered, any notice of redemption which has been given to the transferor will be binding upon the transferee and a copy of the notice of redemption will be delivered to the transferee along with the bond or bonds. Bonds of this series are issuable only in fully registered form in the denomination of $5,000 each or integral multiples thereof. I The District, the registrar and the paying agent may treat the registered owner of this bond as the absolute owner for the purpose of receiving principal, interest and any premium and for all other purposes and none of them shall be affected by any notice to the contrary. -4- ---, I The following abbreviations, when used in the inscription on the face of this bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM-as tenants in common TEN ENT-as tenants by the entireties JT TEN-as joint tenants with right of survivorship and not as tenants in common UNIF GIFT/TRANS MIN ACT- Custodian ~Cust) (Minor) under Uniform Gifts/Transfers to Minors Act (State) Additional abbreviations may also be used though not in list above (Form of Assignment) FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Name and hddress of Transferee) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. I Dated Note: The signature(s) on this assignment must correspond with the name(s) as written on the face of the within registered bond in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: Commercia.l bank, trust company or member of a national securities exchange I -5-