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HomeMy WebLinkAboutRESOLUTIONS - 01011993 - 1993-276 26047-03 JHHW:BDQ:ncc 04126193 ANAL FOR ANION 05105/93 RESOLUTIO NO. '13A226 RESOLUTION PROBING FOR THE BORROWINGOF FUNDS IN THE NAME' OF THE P['i' `SBUItG UNIFIED► SCH00 IIISTRICT POR FISCAL YEAR 1993-1994 ANDTHE ISSUANCE ANIS SALE OF 1993 TAX ANIS REVENUE ANTICIPATION NOTES' THEREFOR RESOLVED,by the Board of Supervisors of Contra Costa County,California,as follows: VAEREAS,pusuant to Article 7. (commencing with scion 53850)of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"}, school districts organized and existing under the laws of the State of California are authorized to borrow money by the issuance of temporary notes,the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys;and WHEREAS, pursuant to the Law,such notes may be issued in the name of such school districts by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible following;receipt of a resolution of the governing board of such school district requesting such borrowing; WHEREAS, the Board of Education of the Pittsburg Unified School District (the "District")has heretofore adopted its resolution on May 12, 1993,finding and determining that it is desirable that the District borrow funds in an amount not to exceed$6,000,000 with respect to the fiscal year 1991-1994 for authorized purposes of the District, and requesting that the Board of Supervisors(the"Board") of Contra Costa County (the"County+')for that purpose authorize the issuance of an&offer for salt tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $6,000,400, under and pursuant to the provisions of the Law; and NOW,THEREFORE,it is hereby DETERMINED and ORDERED as follows. Section 1.RecitalS Tr P and C=t.All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2.Approval of Re uest of District. Board Hereby approves the request of the District for the Board to issue notes in its name. Section 3.La i UtiQn pa Mu==Amoti-t The principal amount of notes issued pursuant hereto,when added to the interest payable thereon, shall not exceed eighty-five percent(85'x)of the estimated amount of the uncollected taxes,revenue and either moneys of the District for the general fund of the District attributable to I fiscal Yen 1993-1994,and available for the payment of said notes and the interest the keen(as hereinafter provi deo Section 4,tttta*t tiQll.�diTerns elf l�€ttec. Solely for the payment of current acpenses, capital expenditures aced euthca obligations payable from the moral fund L of District'dun*nLgL Lor allocable tc Fiscal Year 1993- 994,and not pursuant to any Common plan of financing,'the Board hereby deteirninncs to and shall borrow the aggregate principal sum of not to exceed six million dollars ($6,000,000) in the name of the District. Such borrowing shall be by the L issuance;L of ............... ... ...................................................................... .......................... ..................................................... ............................................... ........... . ... ......................... .................... temporary notes under the Law, designated "Pittsburg Unified School District (Contra Costa County,California) 1993 Tax and Revenue Anticipation Notes"(the"Notes").The Notes shall be dated as of their date of delivery, shall mature(without option of prior redemption) 364 days after such date of delivery,and shall bear interest from their date,payable at maturity and computed on a 30-day month/360-day year basis. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of Arnirica,as described below. Section S. Form of Notes-. Book En try On] - --+-- The Notes shall be issued in My T registered form,without couponsi,and shall'be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein,the blanks in said form to be filled in with appropriate words and figures.The Notes shall be numbered from I consecutively upward, shall be in the denomination of$1,000 each or any integral multiple thereof. "CUSIP"identification numbers shall be imprinted on the Notes, but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or>omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failureon the part of the Board to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of defaultor any violation of the Board's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company,New York,New York("DTC"),and the Notes shall be registered in the name of Cede & Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single My registered Note in the full aggregate principal amount of the Notes. The Board may treat DTC(or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the Board shall not be affected by any notice to the contrary. The Board shall not have any responsibility or obligation to any participant of DTC (a "Participane'), any person claiming a beneficial ownership interest in the Notes under or through DTC or a Participant,or any other person which is not shown on the register of the Board as being an owner,with respect to the accuracy of any records maintained by DTIC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes.The County Treasurer,as paying agent, shall pay all principal and interest with respect to the Notes only to DTC, and all such payments shall,be valid and effective to fully satisfy and discharge the Board"s obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below,no person other than DTC shaU receive a Note.Upon delivery by DTC to the Board of written notice to the effect that DTC has determined to substitute anew nominee-in place of Cede& Co., the term"Cede &Co."in this Resolution shall refer to such new nominee of DTC. If the Board determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect,DTC shall notify the Participants of the availability through DTC of Notes.In such event,the Board shall issue,transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts.DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the Board shaU be obligated to deliver Notes as described in this Resolution.Whenevtx DTC requests the Board to do so, the Board will,cooperate with DTC in taking appropriate action after reasonable notice to(a) makeavailable one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. 2- . 2- ............................................................................................... ......... ...... ..... ...... . .............. ............. ...............4....... Notwithstanding any ether provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede&Co.,as nominee of DTC,all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given,respectively,to DTC as provided:in the representation letter delivered on the date of issuance of the'Notes. Section 6. z of ate.The moneys so borrowed shall be deposited in the Treasury of the County in a proceeds fund to the credit of the District to be withdrawn,used and expendedby the District for any purpose for which it is authorized to expend funds from the general of the District,including,but not lirtut+ed to,current expanses,capital expenditures and the discharge of any obligation or indebtedness of the District. Section 7. �W jy The principal amount of the Notes,together with the interest thereon, shall be payable from takes,avenue and other moneys which are received by the District for the general fund of the District forr the Fiscal Year 1993-1.994. As security for the payment of the principal of and interest on the Notes, the Board,in the name of the District,hereby pledges the fust`ii nresuicted moneys",as hereinafter defined,(a)in an amount equal to fifty percent(50%)of tho principal amount of the Notes to be received by the, County on behalf of the District in December, 1993, (b) in an amount equal to fifty percent(5flb) of the principal amount of the Notes to be received by the County on behalf of the District in April, 194,and (c)in an amount equal to all interest due on the Notes at maturity to be received by;the County on behalf of the District in May, 1994 (such pledged amounts being hereinafter called the"Pledged Revenues"). The principal of the Notes and the interest thereon shalt constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully'available therefor. in the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund,as hereinafter defined,of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month,then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon.The term"unrestricted moneys"shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current Wises and other obligations of the District. Secdan 8.8tQAX=tThere is hereby crested a dial fund to be held n.behalf of the District by the County Treasurer--"pax Collector separate and distinct from all other County and District funds and accounts designated the "Pittsburg Unified School District (Contra Costa County,California) I Taut and Revenue Anticipation Notes Repayment Fund"(the"Repayment Fund")and applied as directed in this Resolution. Any money placed in the payment Fund shall be for the benefit of the registered.owners of the Motes,and until the Nates and all interest them are paid or until proof sion has been muWke for the payment of the Notes at maturity with interest to matwity,the moneys:in the Repayment Fund shaI be applied solely for the purposes fur which the Repayment Fund is created;p;�ovYded,however,that any interest ealt6d on amounts deposited in the Repayment Fund shall periodically be transferred to the general fund of the District. During they months of December, 1993i April, 1994,and May,1994,all Pledged d Revenues shall'be deposited into' th+e Repayment Fund. then maturity date 4f tier Notes, County Treasurer--Tax Collector shall transfer to D'E'C the moneys.mi the Repayment Fund necessary to pay the principal and interest on the Nates at maturity and,;to the extent said moneys are insufficient therefor,an amount of moneys from the District's general fund which will enablepayment of the full principal=ownersofthe'Notcs.Art interest on the Notes at maturity. DTC will thereupon make payments of princiurn the Notes to the DTC Participants who will theapottmelee payments to thebeneficrEal y moneys rerrvanxng in the RepaymentFund after the Notes `3_ ............. ............................... ...... ........................................................................................................................................ .................................... .................... ...... ................................................ ............ ........... and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the District's general fund. Section 9. DD Foie and Inver=t of RoUrnent Fund All moneys held on behalf of the District in the Repayment Fund,if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits,of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall, to the greatest extent possible, be investedby the County Treasurer-Tax Collector, or such S>sother appropriate investment officer of the County, directly,or through an investment agreement,in investments as perrriitted by the laws of the State of California as now in effect and as hereafter amended,and the proceeds of any such investments shall,as received,be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 10. Execlition of Notes. The Notes shall be executed in the name of the District, with the manual or facsimile signature of the County TmAsurer-Tax Collector or one or more of his duly authorized deputies and the manual or facsimile counter-signature of the Oak of the Board of Supervisors(although at least one of such signatures shall be manual)with the seal of the Board impressed thereon,and.:said officers are hereby authorized to cause the blank spaces thereof tobe filled in as may be appropriate. Section 11.Transfer of Notes Any Notemay,in accordance with its terms,but only if the District determines to no longer maintain the book entry only status of the Notes,DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Note certificates to particular DTC Participants.,be transferred,upon the books required to be keptpursuant to the provisions of Section 13 hereof,by the person in whose nameit is registered, in person or by his duly authorized attorney, upon. surrender of such Note for cancellation at the office of the Treasurer-Tax Collector,accompanied by delivery of a written instrument of transfer in.a form approved by the Tmasurer-Tax Collector, duly executed. Whenever any Note or Notes shall be surrendered for transfer,the Treasurer-Tax Collector shall execute and deliver a new Note or Notes,for like aggregate principal amount. Section 12.Exchangeof motes.Notes may,be exchanged at the office of the Treasurer-Tax Collector for a like aggregate principal amount of Notes ofauthorized denominations,and of the same maturity. Section 13. Note Rig ister, The Treasurer-Tax Collector shall keep or,cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and,in such case,the Treasurer-Tax Collector shall register or transfer or cause to be registered or transferred,on,said books,Notes as herein before.provided.While the book entry only system is in effect, such:books need not be ke t as the,Notes will be represented by one Note registered in the name of Cede&Co.,as nominee for DTC. Section .14. Temporary Notes. The Notes may be initially issued in ternporary,form exchangeable for definitive Notes when ready for delivery.The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations: as may be determined by the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this Resolution sas may be appropriate.Every temporary Note shall be executed,by the Treasurer-Tax Collector upon the same conditions and in substantially the same manner as the definitive Notes.If the Treasurer-Tax Collector issues temporary Notes he will execute and furnish.definitive Notes without delay, and thereupon the temporary Notes may be surrendered for cancellation, in exchange therefor at the office of the Treasurer-Tax Collector and the Treasurer flax Collector shall ................... ...................... ............................ ............... deliver in exchange for such temporary Notes an equal aggregate principal,amount of definitive Notes of authorized denominations.Until so exchtYnged,'the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder Any costs borne by the County for the exchange of'tht Notes wrl be reirnbursid by the District. Section 15.Note&MVWAW cam.If any Note shall become mutilated the Treasurer-Taut Collector,at the expense of the registers owner of said Nate,shall execute and deliver anew Nett of likt maturity and principal arnoutit in exchange and substitution for the Note so mutilated,but only upon surmet a to the .m.urer TrTAX Colletctor of the Nett so mutilated. Every mutilated Note so surrendei ed to the, n Surer-Tax,6 ictot shall be can cded by it and delivered to,or upon the order of,the Tmasurar-Tax Collex:tor.If any 3got+e be last,destroyed or stolen, evidence of such toss, destruction or theft may be submitted to the Treasuurer-Tax Collector and, if such evidence be satisfactory to the fi�asurer-'T"ax Collector and indemnity satisfactory to it shall be given, the'Treasurer max Collector, at the expense ofthe registered owner,shall execute and deliver a new Note of lime maturity and Dpi ar nount in lieu of and in substitution for the Note so lost, destroyedor stolen. The firoasurer- ax Collector may require ayment of a sure riot exceeding the actual cast of preparing,each new Note issued under this ection 15 and of the expenses which may be incurred by the .. ensurer-Tax Cs Ilectar in the premises. Any Nate issued under the provisions of this Section 15 in btu of any Note alleged to be lost,destroyed or stolen shall constitute an an' inaf additional cuntracwal obligation on the part of the Boars whether or not the Notts so alleged to be lost, destroyed or stolen be at any time. enforceable by anyone, and shall be equally and r rtionately enti d to the benefits of this Resolution with all other Nates issued pursuant to tr s'tsolution.Thus section will.not be in effect so long as DTC book entryis utilized. Section 76.`Covenants.& dWgaan 'es. Based on the representations and covenants of the District,it is.hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution as to the County are true and correct,and that the Board bas!reviewed all proceedings heretofore taken relative to the authorization of the Notts and has found,as a result of such review, and hereby funds and determines that all sects,�ccrnditions and things required by law to exist,happen and be perf ormedp"ent to and in the issuance of the Notes have existed, happened and been performed in due time,form and manner as required by law,and the Board is duly authorized to issue the Notes in the name of the Districi and incur indebtedness in the manner and upon the terms provided in this Resolution. Thr Board and the District and their appropriate officials have duly taken all proceedings necessary to be taken by there, and will take any additional procee dings necessary to be taken by them,for the prompt collection and a nforcenIent of the taxes,revenue,cash receipts and otheer moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 17.SAIC of Note& The preparation by the District's financial advisor of an official statement describing the Nates(the"Officil'Sta►temene)in connection with the offering andsale of the Notes is hereby approved. The actions of this District's financial advisor, on behalf of the District and the Board, in . suibuting the Of ficial Statement to such rnuncipa band brokers- ,i,dealers,to such banking institutions and to such other persons as may be interested in purchasing the Notes them offered for sale,out hereby approved. The District's rumW advisor}an'behalf of the District and the Board, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest cost to the District does not exceed five went(5%). The definitive cr al amount of Notes to be issued shall be determined by the District's f nancial advisor, on behinalf of the District and the Board,at the time of sale of the Notes to the purc mser idents.The County Treasurer-Tax Collector is hereby authorized and directed to accept an offer from such purchaser, for and in the name of the Board, by notice to the successful bidder. The County ....................................................... ............................... ........................................- ................................. ...................................... Treasurer-Tax Collector is hereby, authorized to execute a Note purchase agreement or other document in connection,with such award. The District's financial advisor. is hereby delegated the responsibility of negotiating, receiving, opening and analyzing bids submitted for the purchase of the Notes and to report the results thereof to the County Treasurer-Tax Collector. Section 18.PrenarAtion the N= E=tion of Clo4apg Documents.Jones Hall Hill& White, AY'rofessional Law Corporation, as bond counsel to the District is directed to cause suitable Notes to be prepared showing on their face that the same beat interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the identified purchaserof the Notes,and to procure their'execution by the proper officers,and to cause the Notes.to be delivered,when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the County Treasurer- Tax Collector on behalf of the Distrift The Treasurer-Tax Collector or any other officer of the County are further authorized and directed to make,execute and,deliver to the purchaser or purchasers of the Notes(a)a certificate in the form customarilyrequh-edby purchasers of bonds of public corporations generally,certifying to the genuineness and due execution of the Notes,and(b)a receipt in similar form evidencing the payment of the purchase price of the Notes:which receipt shall beconclusive evidence that said purchase price of the Notes has been paid and has been received on behalf of the District. Any purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon,any such certificate or receipt with respect to the Notes. Such officers and any other officers of the District or of the County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 20.Limited IJAWIity..Notwithstanding anything to the contrary contained hereim,in the Notes or in any.other document mentioned hereii,neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Notes shad be payable solely from the moneys of the District available therefor as set forth in Section 7 hereoL I hereby certify that the foregoing resolution was duly adopted at ameeting of the Board of Supervisors of Contra Costa County heldon the 25th day of May, 1993,by the following vote: AYES, and in favor of,Board Members: Supervisors Powers, Smi th, Bishop, McPeak Torlakson NOES,Board Members: None Phil Batchelor,Clerk of the Board of ABSENT,Board Members: None Supervisors and County Administrator By Clerk of the Board of Supervisors ................ ............ ................... ...................... EXHIBIT A Board of Supervisors of Contra Costa County,California in the Name of the PI mBuRG UNIFIED SCHOOL DISTRICT (Contra Costa County,California) 1993 TAX ANIS REvENuE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP REGISTERED OWNER: CEDE&CO. PRINCIPAL SUM: DOLLARS The PITTSBURG UNIFIED SCHOOL DISTRICT, Contra Costa. County, Static of California (thee "District"),acknowledges itself indebted, and promises.to pay, to the Registered Owner stated above,or registered assigns (the"Owner"),on the Maturity Date stated above,the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above,payable on the Maturity Date stated above,calculated on the basis of 360-day year cornprisex of twelve 30-clay rnanths Bath the principal of and interest an this Note be payable at maturity to the Owner. It is hereby certified,recited and declared that this Note is one of an authorized issue of notes in the aggregate principal amount of dollars'(S �*all of like tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors(the"Board"} of Contra Costa County (the "County") duly passed and adopted on May 25, 1993 (the "Resolution" ,and pursuant to Article 7.5(coff=.n ing with section 53830)of Chapter 4,Part 1, Division 2,'Title 5, of the California Government Code, and that all conditions,,things and acts required to exist,happen and be performed precedent to and in the issuance of this Note exist,have happened and have been performed in regular and due tune,form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the District does not exceed any limitprescribed by the Constitution or statutes of the State of California. The principal amount of the Notes,together with the interest thereon,shall be payable from taxes, revenue and other moneys which are received by the County;on behalf of the District for RepaymentFund of the District(as defined in the Resolution)for the Fiscal Year 1993-1994.As security for the payrment;of the principal of and interest on the Notes,the Beard,in the name of the: District,has pledged the first"�ted moneys'",as hereinafrer defined(a)in an amount equal to fifty percent(50%)of the principal amount of the Notes to be received by the County on behalf Of the District in December, 1993, (b)in an amount equal to lift Percent(5096}of the ` cipal amount of the Motes to be received by the County on behalf of the:District in Apol,1Vand(c) in an amount equal to all interest due on the;Notes at maturity to be received by the County on behalf of the District in May, 1994(such pledged amounts being hereinafter called the"Pledged Revenues')'. The principal of the Notes and the interest thereon shall constitute a first lien and ExWbit A Page:1 charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues,the Notes shall be paid from any other moneys of the District lawfully available therefor. The term "unrestricted moneys shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the,District and which are generally available for the payment of current expenses and other obligations of the District. The Notes are issuable as fully registered notes, without coupons, in denominations of $1,000 each or any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution,Notes may be exchanged for a like aggregateprincipal amount of Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof, but only under the circumstances, in the manner and subject to the limitationsprovided in the Resolution.Upon registration of such transfer a new Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange for this Note. The Board may treat the Owner hereof as the absolute owner hereof for all purposes and the Board shall not be affected by any notice to the contrary. THE NOTES ARE QUAL.IFFTED TAX-EXEMPT OBLIGATIONS DESIGNATED BY THE DISTRICT'FOR PURPOSES OF SECTION 265(b) OF THE INTERNAL REVENUE CODE OF 1986. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede &Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER,'PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,Cede &Co.,has an interest herein.' IN WITNESS WHEREOF,the Board of Supervisors of Contra Costa County,California has caused;.this Note to be issued in the name of the District and to be executed by the manual signature of the County Treasurer-Tax Collector and countersigned by the'facsimile signature of the Clerk of the Beard,all as of the Issue Date stated above. BOARD OF SUPERVISORS OF CONTRA COSTA COUN'T'Y By Treasurer-Tax Collector (SEAL) Countersigned: Clerk of the Board Exhibit A Page 2 ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto (Name,Ad&=and Tax dez%tificatim or SocialSecurity Number of Ate) the within registered Nate and hereby irrevocably constitute(s) and appoints(s) ja ttorney , to transfer the same on the Note register of the County Treasurer-Tax Collector with full power of substitution in the premises. Dated: Signature: Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Note` in every particular'without alteration or enlargement or any change whatsoever. Signature Guaranteed. Note; Signature(s) must be guaranteed by a qualified guarantor. Exhibit A Page 3