|
05-06-2003 |
DATE, TIME, PLACE OF MEETING
The Calcasieu Parish School Board met in the Conference Room of the Calcasieu Parish School Board located at 1732 Kirkman Street, Lake Charles, Louisiana, on Tuesday, May 6, 2003, at 5:00 p.m. Gregory Robert, President, called the meeting to order.
Sulphur High School Acappella Choir
The Sulphur High School Acappella Choir performed three songs, “Bogoroditse Devo,” “Going Up To Glory,” and “The Awakening.” The choir is under the direction of Linda Monta and accompanied by Sharon Stephenson. Ms. Monta announced that the choir won the Grand Champion of the S.A.M.E. Festivals Concert Choir Cup and the Best Alto Section Cup at the national competition held in Branson, Missouri.
Mr. Robert congratulated the choir members and Director Linda Monta and Accompanist Sharon Stephenson for an outstanding accomplishment and thanked them for their performance at the Board meeting.
The official business resumed with the prayer being led by Bryan LaRocque and the Pledge of Allegiance being led by R.L. Webb.
ROLL CALL
The roll was called and the following members were present: Joe A. Andrepont, Billy Breaux, Dale B. Bernard, Clara F. Duhon, Jay L. Duhon, John M. Falgout, Rev. J.L. Franklin, James W. Karr, Sr., Bryan LaRocque, Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Dr. Edward Stephens, Philip Tarver and R.L. Webb.
Supplemental Agenda
On motion by Mr. Andrepont, seconded by Mr. Tarver and carried, the Supplemental Agenda was included as part of the regular agenda.
Mrs. Duhon raised a point of order opposing agenda item XII written as “Recognitions/Condolences.” She requested an explanation relative to the change from “Announcements and Requests.”
Mr. Theriot explained that, at the direction of the President, item XII was changed. The agenda was altered in an attempt to reduce or eliminate discussion that is not germane to the meeting agenda. He noted that written requests may be presented five days prior to a Board meeting for placement on the agenda or the item may be addressed at a committee level depending on the nature of the request. He stated that, according to policy, the President is authorized to set the agenda.
Rev. Franklin raised a point of order that the alteration of the standard agenda prohibits the members an opportunity to express/discuss pertinent issues that affect the Board. Rev. Franklin continued to express his view.
President Robert ruled that there would be no further discussion on this issue.
MINUTES APPROVED
On motion by Mr. Karr, seconded by Mr. Duhon and carried, the minutes of the regular meeting of April 15, 2003, were approved as presented with two nays by Clara Duhon and Rev. J.L. Franklin.
TAKE APPROPRIATE ACTION
By general consent the following item was placed on the agenda after the approval of the minutes:
Resolution Authorizing the Sale of Excess Revenue Refunding Bonds, Series 2003 Lake Charles, Louisiana May 6, 2003
The Calcasieu Parish School Board, State of Louisiana, met in regular public session at its regular meeting place in the Calcasieu Parish School Board Office, Lake Charles, Louisiana, at 5:00 o’clock p.m. on May 6, 2003, pursuant to written notice given to each and every member thereof and duly posted in the manner required by law.
President Gregory P. Robert, called the meeting to order and on roll call, the following members were present:
Joe A. Andrepont, Dale B. Bernard, Billy Breaux, Clara F. Duhon, Jay L. Duhon, John M. Falgout, Rev. J. L. Franklin, James W. Karr, Sr., Bryan LaRocque, Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Dr. Edward Stephens, Phillip Tarver, and R. W. Webb
ABSENT: None
Jude W. Theriot, Board Secretary, also attended. The meeting was called to order and the roll called with the above results.
Thereupon, the following resolution was then introduced, and pursuant to motion made by Mr. Duhon and seconded by Mr. Andrepont, was adopted by the following vote:
YEAS: Mr. Andrepont, Mr. Bernard, Mr. Breaux, Mrs. Duhon, Mr. Duhon, Mr. Falgout, Rev. Franklin, Mr. Karr, Mr. LaRocque, Ms. LaVergne, Mr. Pitre, Mr. Robert, Dr. Stephens, Mr. Tarver, and Mr. Webb
NAYS: None
BOND RESOLUTION
A resolution providing for the issuance, sale and delivery of TWO MILLION FIVE HUNDRED EIGHTY-FIVE THOUSAND AND NO/100 ($2,585,000) DOLLARS Calcasieu Parish School Board Excess Revenue Refunding Bonds, Series 2003; prescribing the form, fixing the details and providing for the rights of the owners thereof; providing for payment of the principal of and interest on such bonds and the application of the proceeds thereof to the refunding of certain excess revenue certificates of indebtedness of the Issuer; and providing for other matters in connection therewith.
WHEREAS, the Calcasieu Parish School Board (the “Issuer”) has heretofore issued $4,500,000 of its Excess Revenue Certificates of Indebtedness (Classroom Facilities Project), Series 1999, dated June 1, 1999 on original issue, of which $3,360,000 is currently outstanding (the “Outstanding Certificates”), which Outstanding Certificates are secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the period during which the Outstanding Certificates remain outstanding, above statutory, necessary and usual charges, all in accordance with the provisions of Sections 2922 and 2933, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter; and
WHEREAS, the Issuer has found and determined that currently refunding a portion of the Outstanding Certificates, consisting of Certificate No. R-05 maturing June 1, 2004, and all of the Outstanding Certificates which mature June 1, 2005 to June 1, 2009, inclusive (these maturities herein collectively referred to as the “Refunded Certificates”), would be advantageous to the Issuer (the “Refunded Certificates);
WHEREAS, the Calcasieu Parish School Board has adopted a preliminary resolution on March 11, 2003, expressing its intention to issue excess revenue refunding bonds of the Issuer in an amount not to exceed $2,750,000 pursuant to the provisions of Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the “Act”);
WHEREAS, pursuant to the Act, it is now the desire of the Issuer to adopt this Bond Resolution in order to provide for issuance by the Issuer of $2,585,000 principal amount of its Excess Revenue Refunding Bonds, Series 2003 (the “Bonds”), for the purpose of currently refunding the Refunded Certificates, to fix the details of the Bonds and to sell the Bonds to the purchasers thereof;
WHEREAS, it is further necessary to provide for application of the proceeds of the Bonds and to provide for other matters in connection with payment or redemption of the Refunded Certificates;
WHEREAS, in connection with issuance of the Bonds, it is necessary that provision be made for payment of the principal, interest and redemption premium, if any, of the Refunded Certificates described in Exhibit A hereto, and to provide for the call for redemption of the Refunded Certificates, pursuant to a Notice of Call for Redemption;
WHEREAS, the Issuer desires to sell the Bonds to the purchasers thereof and to fix the details of the Bonds and the terms of the sale of the Bonds in accordance with the Bond Purchase Agreement attached hereto as Exhibit B;
NOW, THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, State of Louisiana, that:
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1. Definitions. The following terms shall have the following meanings in this resolution unless the context otherwise requires:
“Act” shall mean Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority.
“Bond” or “Bonds” shall mean any or all of the Excess Revenue Refunding Bonds, Series 2003, of the Issuer, issued pursuant to this Bond Resolution, as the same may be amended from time to time, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued Bond. The Bonds shall be secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the six (6) year period during which the Refunded Certificates remain outstanding, above statutory, necessary and usual charges, all in accordance with the provisions of Sections 2922 and 2933, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter.
“Bondholder,” “Registered Owner,” or “Owner” shall mean the Person reflected as registered owner of any of the Bonds on the registration books maintained by the Paying Agent. Notwithstanding any provision of this Bond Resolution to the contrary, the Insurer shall, at all times, be deemed an owner of all the Bonds for the purposes of consenting to any resolution supplementing or amending this Bond Resolution, and shall be notified in advance of the adoption of any resolution supplemental or amendatory hereto whether or not the consent of the Owners is required.
“Bond Counsel” shall mean an attorney or firm of attorneys whose experience in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized.
“Bond Obligation” shall mean, as of the date of computation, the principal amount of the Bonds then Outstanding.
“Bond Resolution” shall mean the resolution authorizing issuance of the Bonds, as further amended and supplemented as herein provided.
“Bond Year” shall mean the one-year period ending on the principal payment date on the Bonds (June 1).
“Business Day”" shall mean a day of the year other than a day on which banks located in New York, New York and the cities in which the principal offices of the Paying Agent is located are required or authorized to remain closed and on which the New York Stock Exchange is closed.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Costs of Issuance” shall mean all items of expense, directly or indirectly payable or reimbursable and related to the authorization, sale and issuance of the Bonds, including but not limited to printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of any fiduciary, legal fees and charges, fees and charges for the preparation and distribution of a preliminary official statement and official statement, if paid by the Issuer, fees and disbursements of consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of the Bonds, costs and expenses of refunding, and any other cost, charge or fee paid or payable by the Issuer in connection with the original issuance of Bonds.
“Debt Service” for any period shall mean, as of the date of calculation, an amount equal to the sum of (i) interest payable during such period on Bonds and (ii) the principal amount of Bonds which mature during such period.
“Defeasance Obligations” shall mean (a) cash or (b) non callable Government Securities.
“Executive Officers” shall mean the President, Secretary and the Chief Financial Officer of the Calcasieu Parish School Board.
“Federal” shall mean the United States of America.
“Fiscal Year” shall mean the one-year period commencing on July 1 of each year, or such other one-year period as may be designated by the Governing Authority as the fiscal year of the Issuer.
“Governing Authority” shall mean the School Board of Calcasieu Parish, State of Louisiana, or its successor in function.
“Government Securities” shall mean direct general obligations of, or obligations the timely payment of principal of and interest on which are fully and unconditionally guaranteed by, the United States of America, which may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form.
“Insurer” shall mean, with respect to the Bonds, MBIA Insurance Corporation, Armonk, New York, or its successor and assigns.
“Interest Payment Date” shall mean June 1 and December 1 of each year, commencing December 1, 2003.
“Outstanding” when used with reference to the Bonds, shall mean as of any date, all Bonds theretofore issued under the Bond Resolution, except:
1. Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation;
2. Bonds for the payment or redemption of which sufficient Defeasance Obligations have been deposited with the Paying Agent or an escrow agent in trust for the owners of such Bonds with the effect specified in Section 11.1 of this Bond Resolution, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to the Bond Resolution, to the satisfaction of the Paying Agent, or waived;
3. Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to the Bond Resolution; and
4. Bonds alleged to have been mutilated, destroyed, lost, or stolen which have been paid as provided in the Bond Resolution or by law.
“Paying Agent” shall mean Argent Trust, a Division of National Independent Trust Company, Ruston, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the Bond Resolution, and thereafter “Paying Agent” shall mean such successor Paying Agent.
“Person” shall mean any individual, corporation, partnership, joint venture, association joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Pledged Revenues” shall mean the excess of annual revenues accruing to the budget of the Issuer, including Unreserved General Fund Balance of the Issuer, for the six (6) year period during which the Refunded Certificates remain outstanding, above statutory, necessary and ususal charges, all in accordance with the provisions of Sections 2922 and 2933, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter.
“Qualified Investments” shall mean (i) cash, (ii) Government Securities, and (iii) time certificates of deposit of state banks organized under the laws of the State and national banks having their principal office in the State which are fully collateralized by government securities as provided by Louisiana law, or any other investment security which may be permitted by Louisiana law.
“Record Date” shall mean, with respect to an Interest Payment Date, the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not such day is a Business Day.
“Refunded Certificates” shall mean the Certificate No. R-05 maturing June 1, 2004, and all of the Outstanding Certificates which mature June 1, 2005 to June 1, 2009, inclusive, of the Issuer’s outstanding Excess Revenue Certificates of Indebtedness (Classroom Facilities Project), Series 1999, dated June 1, 1999 on original issue, which are being refunded by the Bonds, as more fully described in Exhibit A hereto.
“State” shall mean the State of Louisiana.
“Underwriter” shall mean Crews & Associates, Inc., Little Rock, Arkansas.
“Unreserved Fund Balance” shall mean, with respect to the Issuer’s General Fund each Fiscal Year, current available financial resources available for spending for any lawful purpose, in accordance with Generally Accepted Accounting Principals (“GAAP”).
SECTION 1.2. Interpretation. In this Bond Resolution, unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and (c) the title of the offices used in this Bond Resolution shall be deemed to include any other title by which such office shall be known under any subsequently adopted charter.
ARTICLE II
AUTHORIZATION AND ISSUANCE OF BONDS
SECTION 2.1. Authorization of Bonds. This Bond Resolution creates an issue of Bonds to be designated “Calcasieu Parish School Board Excess Revenue Refunding Bonds, Series 2003,” and provides for the full and final payment of the principal or redemption price of, and interest on all the Bonds.
(b) The Bonds issued under this Bond Resolution shall be issued for the purpose of providing funds for payment in full on the date of issuance and delivery of the Bonds, of the principal of, premium, if any, and interest on the Refunded Certificates.
(c) Provision having been made for the full payment and redemption of the Refunded Certificates, in accordance with their terms, it is hereby recognized and acknowledged that as of the date of delivery of the Bonds under this Bond Resolution, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Refunded Certificates, and that accordingly, and in compliance with all that is herein provided, the Issuer is expected to have no future obligation with reference to the aforesaid Refunded Certificates, and that the Refunded Certificates will be defeased pursuant to the terms of the resolution of the Governing Authority which authorized their issuance, and the Act.
(d) The Issuer does hereby find that since substantial benefits will accrue from insurance of the Bonds, the Bonds are being insured by the Insurer and an appropriate legend shall be printed on the Bonds as evidence of such insurance. The cost of the Municipal Bond Insurance Policy shall be paid by the Issuer from proceeds of the Bonds.
SECTION 2.2. Bond Resolution to Constitute Contract. In consideration of the purchase and acceptance of the Bonds by those who shall own the same from time to time, the provisions of this Bond Resolution shall be a part of the contract of the Issuer with the Owners of the Bonds and shall be deemed to be and shall constitute a contract between the Issuer and the Owners from time to time of the Bonds. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Owners of any and all of the Bonds, each of which Bonds, regardless of the time or times of its issue or maturity, shall be of equal rank without preference, priority or distinction over any other thereof except as expressly provided in this Bond Resolution.
SECTION 2.3. Obligation of Bonds. The Bonds shall be secured by and payable in principal, premium, if any, and interest solely from an irrevocable pledge and dedication of the Pledged Revenues. The Pledged Revenues are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for payment of the Bonds in principal, premium, if any, and interest as they shall become due and payable, and for other purposes hereinafter set forth in this Bond Resolution. All of the Pledged Revenues shall be set aside in a separate fund as hereinafter provided, and shall be and remain pledged for the security and prompt payment of the Bonds, in principal, premium, if any, and interest and for all other payments provided for in this Bond Resolution until such Bonds shall have been fully paid and discharged.
SECTION 2.4. Authorization and Designation. Pursuant to the provisions of the Act, there is hereby authorized issuance of not $2,585,000 principal amount of Bonds to be designated “Excess Revenue Refunding Bonds, Series 2003,” for the purpose of currently refunding the Refunded Certificates. The Bonds shall be in substantially the form set forth in Exhibit C hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Act and this Bond Resolution.
SECTION 2.5. Denominations, Dates, Maturities and Interest. The Bonds are issuable as fully registered bonds without coupons in the denominations of $5,000 principal amount or any integral multiple thereof within a single maturity, and shall be numbered R-l upwards.
The Bonds shall be dated June 1, 2003, shall bear interest payable on June 1 and December 1 of each year, commencing December 1, 2003, at the rates per annum and annual principal maturities set forth in the final Official Statement to be approved by the Executive Officers, and shall mature on June 1 in the years and in the principal amounts set forth below:
DATE PRINCIPAL INTEREST (June 1) PAYMENT RATE 2004 70,000 2.00% 2005 470,000 2.00% 2006 485,000 2.00% 2007 505,000 2.20% 2008 520,000 2.50% 2009 535,000 4.25%
The principal and premium, if any, of the Bonds are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts at the principal corporate trust office of the Paying Agent, upon presentation and surrender thereof. Interest on the Bonds is payable by check mailed on or before the Interest Payment Date by the Paying Agent to the Owner (determined as of the Record Date) at the address of such Owner as it appears on the registration books of the Paying Agent maintained for such purpose. Except as otherwise provided in this Section, Bonds shall bear interest from date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, provided, however, that if and to the extent that the Issuer shall default in payment of interest on any Bonds due on any Interest Payment Date, then all such Bonds shall bear interest at their stated rate from the most recent Interest Payment Date to which interest has been paid on the Bonds, or if no interest has been paid on the Bonds, from their dated date. The person in whose name any Bond is registered at the close of business on the Record Date with respect to an Interest Payment Date shall in all cases be entitled to receive the interest payable on such Interest Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Interest Payment Date) not withstanding cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.
ARTICLE III
GENERAL TERMS AND PROVISIONS OF THE BONDS
SECTION 3.1. Exchange of Bonds; Persons Treated as Owners. The Issuer shall cause books for the registration and for the registration of transfer of the Bonds as provided in this Bond Resolution to be kept by the Paying Agent at its principal corporate trust office, and the Paying Agent is hereby constituted and appointed the registrar for the Bonds. At reasonable times and under reasonable regulations established by the Paying Agent said list may be inspected and copied by the Issuer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Bonds.
Upon surrender for registration of transfer of any Bond, the Paying Agent shall register and deliver in the name of the transferee or transferees one or more new fully registered Bonds of authorized denomination of the same maturity and like aggregate principal amount. At the option of the Owner, Bonds may be exchanged for other Bonds of authorized denominations of the same maturity and like aggregate principal amount, upon surrender of the Bonds to be exchanged at the principal corporate trust office of the Paying Agent. Whenever any Bonds are so surrendered for exchange, the Paying Agent shall register and deliver in exchange therefor the Bond or Bonds which the Bondholder making the exchange shall be entitled to receive. All Bonds presented for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer in form and with a guaranty of signature satisfactory to the Paying Agent, duly executed by the Owner or his attorney duly authorized in writing.
No service charge to the Owners shall be made by the Paying Agent for any exchange or registration of transfer of Bonds. The Paying Agent may require payment by the person requesting an exchange or registration of transfer of Bonds of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Issuer and the Paying Agent shall not be required (a) to issue, register the transfer of or exchange any Bond during a period beginning at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date or any date of selection of Bonds to be redeemed and ending at the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to register the transfer of or exchange any Bond so selected for redemption in whole or in part.
All Bonds delivered upon any registration of transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Bond Resolution as the Bonds surrendered. Prior to due presentment for registration of transfer of any Bond, the Issuer and the Paying Agent, and any agent of the Issuer or the Paying Agent may deem and treat the person in whose name any Bond is registered as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary.
SECTION 3.2. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall become mutilated or be improperly canceled, or be destroyed, stolen or lost, the Governing Authority may in its discretion adopt a resolution and thereby authorize issuance and delivery of a new Bond in exchange for and substitution for such mutilated or improperly canceled Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Owner (i) furnishing the Issuer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the Issuer and the Paying Agent, (ii) giving to the Issuer and the Paying Agent an indemnity bond in favor of the Issuer and the Paying Agent in such amount as the Issuer may reasonably require, (iii) compliance with such other reasonable regulations and conditions as the Issuer may prescribe and (iv) paying such expenses as the Issuer and the Paying Agent may incur. All Bonds so surrendered shall be delivered to the Paying Agent for cancellation pursuant to Section 3.4 hereof. If any Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof any such duplicate Bond issued pursuant to this Section shall constitute an original, additional, contractual obligation on the part of the Issuer, whether or not the lost, stolen or destroyed Bond be at any time found by anyone. Such duplicate Bond shall be in all respects identical with those replaced except that it shall bear on its face the following additional clause: “This bond is issued to replace a lost, canceled or destroyed bond under the authority of R.S. 39:971 through 39:974.”
Such duplicate Bond may be signed by the facsimile signatures of the same officers who signed the original Bonds, provided, however, that in the event the officers who executed the original Bonds are no longer in office, then the new Bonds may be signed by the officers then in office. Such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien and source and security for payment as provided herein with respect to all other Bonds hereunder, the obligation of the Issuer upon the duplicate Bonds being identical to their obligations upon the original Bonds and the rights of the Owner of the duplicate Bonds being the same as those conferred by the original Bonds.
SECTION 3.3. Preparation of Definitive Bonds, Temporary Bonds. Until the definitive Bonds are prepared, the Issuer may execute, in the same manner as is provided in Section 3.5, and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds except as to the denominations, one or more temporary typewritten Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in authorized denominations, and with such omissions, insertions and variations as may be appropriate to temporary Bonds.
SECTION 3.4. Cancellation of Bonds. All Bonds paid or redeemed either at or before maturity, together with all Bonds purchased by the Issuer, shall thereupon be promptly cancelled by the Paying Agent. The Paying Agent shall thereupon promptly furnish to the Executive Officers an appropriate certificate of cancellation.
SECTION 3.5. Execution. The Bonds shall be executed in the name and on behalf of the Issuer by the manual or facsimile signatures of the President and Secretary, and the corporate seal of the Calcasieu Parish School Board (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been actually delivered, such Bonds may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Said officers shall, by the execution of the Bonds, adopt as and for their own proper signatures their respective facsimile signatures appearing on the Bonds or any legal opinion certificate thereon, and the Issuer may adopt and use for that purpose the facsimile signature of any person or persons who shall have been such officer at any time on or after the date of such Bond, notwithstanding that at the date of such Bond such person may not have held such office or that at the time when such Bond shall be delivered such person may have ceased to hold such office.
SECTION 3.6. Registration by Paying Agent No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Resolution unless and until a certificate of registration on such Bond shall have been duly executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon any such Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.
SECTION 3.7. Regularity of Proceedings. The Issuer, having investigated the regularity of the proceedings had in connection with issuance of the Bonds, and having determined the same to be regular, each of the Bonds shall contain the following recital, to-wit:
“It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of this State.”
ARTICLE IV
PAYMENT OF BONDS; DISPOSITION OF FUNDS
SECTION 4.1. Deposit of Funds With Paying Agent. The Issuer covenants that it will deposit or cause to be deposited with the Paying Agent from the Pledged Revenues or other funds available for such purpose, at least one (1) Business Day in advance of the date on which payment of principal, premium, if any, and/or interest falls due on the Bonds, funds fully sufficient to pay promptly the principal, premium, if any, and interest so falling due on such date.
SECTION 4.2. Issuer’s Obligation. The Issuer does hereby obligate itself to budget annually a sufficient sum of money to pay the Bonds and the interest thereon as they respectively mature, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and the interest on all outstanding Bonds and Certificates of Indebtedness, after payment in such years of all statutory, necessary and usual charges, until all of the Bonds have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereof. It shall be specifically understood and agreed, however, and this provision shall be made a part of this contract, that after the funds have actually been set aside out of the revenues of any year sufficient to pay the principal of and the interest on the Bonds for that year and such funds have been deposited in a Sinking Fund, then any excess of annual revenues remaining in that year shall be free for expenditure by the Issuer for other lawful purposes.
SECTION 4.3. Funds and Accounts. In order that the principal of and interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer further covenants as follows: The excess of annual revenues of the Issuer above statutory, necessary and usual charges constituting Pledged Revenues shall be deposited the credit of the Issuer, in separate and special bank accounts established and maintained with the regularly designated fiscal agent of the Calcasieu Parish School Board and designated “Excess Revenue Refunding Bond Sinking Fund” (the “Sinking Fund”). Funds on deposit in the Sinking Fund shall constitute dedicated funds of the Issuer, from which appropriations and expenditures by the Issuer shall be made solely for the purposes of paying the principal of, interest on, and redemption premium, if any, of the Bonds. Said fiscal agent shall transfer from said Sinking Fund to the paying agent bank or banks for all Bonds payable from said fund, at least one (1) Business Day in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest so falling due on such date.
All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in Qualified Investments, provided that Bond proceeds representing accrued interest, if any, shall be invested in Government Securities, maturing prior to the first interest payment date of the respective issues of bonds as herein provided. All income derived from such investments shall be added to the applicable Sinking Fund, and such investments shall, to the extent at any time necessary, be liquidated and the proceeds thereof applied to the purposes for which the Sinking Fund is herein created.
SECTION 4.4. Funds to Constitute Trust Funds. The Sinking Fund provided for in Section 4.3 hereof shall all be and constitute a trust fund for the purposes provided in this Bond Resolution, and the Owners of Bonds issued pursuant to this Bond Resolution are hereby granted a lien on all such funds until applied in the manner provided herein. The moneys in such fund shall at all times be secured to the full extent thereof by the bank or trust company holding such funds in the manner required by the laws of the State.
SECTION 4.5. Method of Valuation and Frequency of Valuation. In computing the amount in any fund provided for in Section 4.3, investments shall be valued at the lower of the cost or the market price, exclusive of accrued interest. With respect to the Sinking Fund valuation shall occur annually. If any investment in the Sinking Fund ceases to be a Qualified Investment, then such non-conforming investment shall be sold or liquidated and the proceeds thereof invested in Qualified Investments.
ARTICLE V
REDEMPTION OF BONDS
SECTION 5.1. Redemption of Bonds. The Bonds shall not be callable for redemption prior to their stated maturities.
ARTICLE VI
PARTICULAR COVENANTS, ADDITIONAL BONDS
SECTION 6.1. Obligation of the Issuer in Connection with Issuance of the Bonds. As a condition of the issuance of the Bonds, the Issuer hereby binds and obligates itself to: (a) pay on the date of issuance of the Bonds, the principal of, premium, if any, and interest on the Refunded Certificates; and (b) deposit in trust with the Paying Agent such amount of the proceeds of the Bonds as will enable the Paying Agent to pay the costs properly attributable to the establishment and administration of the Sinking Fund.
SECTION 6.2. Payment of Bonds. The Issuer shall budget in each Fiscal Year sufficient Pledged Revenues to make all payments required by Section 4.3 in such Fiscal Year, and shall also duly and punctually pay or cause to be paid as herein provided, the principal of every Bond and the interest thereon, at the dates and places and in the manner stated in the Bonds according to the true intent and meaning thereof.
SECTION 6.3. Tax Covenants. (A) To the extent permitted by the laws of the State, the Issuer will comply with the requirements of the Code to establish, maintain and preserve the exclusion from “gross income” of interest on the Bonds under the Code. The Issuer shall not take any action or fail to take any action, nor shall they permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause any Bond to be an “arbitrage bond” as defined in the Code or would result in the inclusion of the interest on any Bond in “gross income” under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of the proceeds of the Bonds, (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America, or (iii) the use of proceeds of the Bonds in a manner which would cause the Bonds to be “private activity bonds” under the Code.
(B) The Issuer shall not permit at any time or times any proceeds of the Bonds or any other funds of the Issuer to be used, directly or indirectly, in a manner which would result in exclusion of interest on any Bond from the treatment afforded by Section 103(a) of the Code, as from time to time amended, or any successor provision thereto.
(C) For purposes of paragraphs (A) and (B) above, “interest” shall include any original issue discount properly allocable to the holder of a Bond.
(D) The Bonds herein authorized are designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. In making this designation, Issuer finds and determines that:
(i) the Bonds are not “private activity bonds” within the meaning of the Code;
(ii) upon original issue, the Refunded Certificates were “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code;
(iii) the amount of the Bonds does not exceed the outstanding amount of the Refunded Certificates;
(iv) the average maturity date of the Bonds is not later than the average maturity date of the Refunded Certificates;
(v) the maturity date of the Bonds is not later than 30 years after the date the Refunded Certificates were issued; and
(vi) the face amount of the Bonds does not exceed $10,000,000.
SECTION 6.4. Issuer to Maintain Books and Records. So long as any of the Bonds are outstanding and unpaid in principal or interest, the Issuer shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all transactions relating to the collection and expenditure of revenues, including receipts of ad valorem taxes, including specifically but without limitation, all reasonable and necessary costs and expenses of collection. Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an audit of such books and accounts to be made by the Legislative Auditor of the State (or his successor) or by a recognized independent firm of certified public accountants showing the receipts of and disbursements made for the account of the Sinking Funds. Such audit shall be available for inspection upon request by the Owners of any of the Bonds.
SECTION 6.5. Pledged Revenues Not Encumbered. As of this date, the Pledged Revenues are not pledged or encumbered in any way, except to the payment of the Refunded Certificates and other excess revenue certificates previously or simultaneously issued by the Issuer.
ARTICLE VII
SUPPLEMENTAL BOND RESOLUTIONS
SECTION 7.1. Supplemental Resolutions Effective Without Consent of Owners. For any one or more of the following purposes and at any time from time to time, a resolution and/or ordinance supplemental hereto may be adopted, which, upon filing with the Paying Agent of a certified copy thereof, but without any consent of Owners, shall be fully effective in accordance with its terms: (a) to add to the covenants and agreements of the Issuer in the Bond Resolution other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect; (b) to add to the limitations and restriction in the Bond Resolution other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect; (c) to surrender any right, power or privilege reserved to or conferred upon the Issuer by the terms of the Bond Resolution, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the Issuer contained in the Bond Resolution; (d) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of the Bond Resolution; or (e) to insert such provisions clarifying matters or question arising under the Bond Resolution as are necessary or desirable and are not contrary to or inconsistent with the Bond Resolution as theretofore in effect.
SECTION 7.2. Supplemental Resolutions Effective With Consent of Owners. Except as provided in Section 7.1, any modification or amendment of the Bond Resolution or of the rights and obligations of the Issuer and of the Owners of the Bonds hereunder, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of a majority of the Bond Obligation at the time such consent is given. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of interest thereon without the consent of the Owner of such Bond, or shall reduce the percentages of Bonds the consent of the Owner of which is required to effect any such modification or amendment, or change the obligation of the Issuer to budget annually Pledged Revenues for payment of the Bonds as provided herein, without the consent of the Owners of all of the Bonds then outstanding, or shall change or modify any of the rights or obligations of either the Paying Agent without its written assent thereto. For purposes of this Section, Bonds shall be deemed to be affected by a modification or amendment of the Bond Resolution if the same adversely affects or diminishes the rights of the Owners of said Bonds.
ARTICLE VIII
PARITY BONDS
SECTION 8.1. Issuance of Parity Bonds. All of the Bonds shall enjoy complete parity of lien on the Pledged Revenues despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The Issuer may issue other bonds or obligations payable from or enjoying a lien on the Pledged Revenues on a parity with the Bonds.
ARTICLE IX
REMEDIES ON DEFAULT
SECTION 9.1. Events of Default. If one or more of the following events (in this Bond Resolution called “Events of Default”) shall happen, that is to say,
(a) if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity or otherwise; or
(b) if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; or
(c) if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in the Bond Resolution, any supplemental resolution or in the Bonds contained and such default shall continue for a period of forty-five (45) days after written notice thereof to the Issuer by the Insurer or the Owners of not less than 25% of the Bond Obligation (as defined in the Bond Resolution); or
(d) if the Issuer shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law;
then, upon the happening and continuance of any Event of Default the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law. Under no circumstances may the principal or interest of any of the Bonds be accelerated. All remedies shall be cumulative with respect to the Paying Agent and the Owners; if any remedial action is discontinued or abandoned, the Paying Agent and the Owners shall be restored to the former positions. ARTICLE X
CONCERNING FIDUCIARIES
SECTION 10.1. Paying Agent; Appointment and Acceptance of Duties. The Issuer will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Bond Resolution. The designation of Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, as the initial Paying Agent is hereby confirmed and approved. The Paying Agent shall signify its acceptance of the duties and obligations imposed on it by the Bond Resolution by executing and delivering an acceptance of its rights, duties and obligations as Paying Agent set forth herein in form and substance satisfactory to the Issuer.
SECTION 10.2. Successor Paying Agent. Any successor Paying Agent shall be a trust company or bank in good standing, located in or incorporated under the laws of the State, and duly authorized to exercise trust powers and subject to examination by federal or state authority. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent. Every successor Paying Agent appointed pursuant to this Section shall be a trust company or bank in good standing located in or incorporated under the laws of the State, and duly authorized to exercise trust powers and subject to examination by federal or state authority.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Evidence of Signatures of Bondholders and Ownership of Bonds. (a) Any request, consent, revocation of consent or other instrument which the Bond Resolution may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys-in-fact appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument appointing any such attorney, or (ii) the ownership by any person of the Bonds shall be sufficient for any purpose of the Bond Resolution (except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Paying Agent, which may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:
1. The fact and date of execution by any Owner or his attorney-in-fact of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company or of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.
2. The ownership of Bonds and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books of the Paying Agent.
(b) Any request or consent by the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Issuer or the Paying Agent in accordance therewith.
SECTION 11.2. Moneys Held for Particular Bonds. The amounts held by the Paying Agent for the payment due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it, without liability for interest, for the Owners of the Bonds entitled thereto.
SECTION 11.3. Parties Interested Herein. Nothing in the Bond Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the Issuer, the Paying Agent and Owners of the Bonds any right, remedy or claim under or by reason of the Bond Resolution or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in the Bond Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying Agent and Owners of the Bonds.
SECTION 11.4. No Recourse on the Bonds. No recourse shall be had for payment of the principal of or interest on the Bonds or for any claim based thereon or on this Bond Resolution against any member of the Governing Authority or officer of the Issuer or any person executing the Bonds.
SECTION 11.5. Successors and Assigns. Whenever in this Bond Resolution the Issuer is named or referred to, it shall be deemed to include its successors, and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the Issuer shall bind and enure to the benefit of its successors, and assigns whether so expressed or not.
SECTION 11.6. Subrogation. In the event the Bonds herein authorized to be issued, or any of them, should ever be held invalid by any court of competent jurisdiction, the Owner or Owners thereof shall be subrogated to all the rights and remedies against the Issuer had and possessed by the Owner or Owners of the Refunded Certificates.
SECTION 11.7. Severability. In case any one or more of the provisions of the Bond Resolution or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of the Bond Resolution or of the Bonds, but the Bond Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date of the Bond Resolution which validates or makes legal any provision of the Bond Resolution or the Bonds which would not otherwise be valid or legal shall be deemed to apply to this Bond Resolution and to the Bonds.
SECTION 11.8. Publication of Bond Resolution; Preemption. This Bond Resolution shall be published one time in the official journal of the Governing Authority; however, it shall not be necessary to publish any exhibits hereto if the same are available for public inspection and such fact is stated in the publication. For thirty days after the date of publication, any person in interest may contest the legality of this Bond Resolution, any provision of the Bonds, the provisions therein made for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to the authorization and issuance of the Bonds. After the said thirty days, no person may contest the regularity, formality, legality or effectiveness of this Bond Resolution, any provisions of the Bonds to be issued pursuant hereto, the provisions for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatever. Thereafter, it shall be conclusively presumed that the Bonds are legal and that every legal requirement for the issuance of the Bonds has been complied with. No court shall have authority to inquire into any of these matters after the said thirty days.
SECTION 11.9. Execution of Documents. In connection with issuance and sale of the Bonds, the Executive Officers are each authorized, empowered and directed to execute on behalf of the Issuer such documents, certificates and instruments as they may deem necessary, upon the advice of Bond Counsel, to effect the transactions contemplated by this Bond Resolution, the signatures of the Executive Officers on such documents, certificates and instruments to be conclusive evidence of the due exercise of the authority granted hereunder. SECTION 11.10. Recordation. A certified copy of this Bond Resolution shall be filed and recorded as soon as possible in the Mortgage Records of the Parish of Calcasieu, State of Louisiana.
ARTICLE XII
SALE OF BONDS
SECTION 12.1. Sale of Bonds. The award and sale of the Bonds to the Underwriter at a price of $2,603,484.08 (representing principal of $2,585,000, plus a reoffering premium of $49,317.00, plus accrued interest in the amount of $187.08, less $31,020.00 Underwriters’s Discount), and under the terms and conditions set forth in the Bond Purchase Agreement attached hereto as Exhibit B, is hereby ratified and confirmed. After their execution and authentication by the Paying Agent, the Bonds shall be delivered to the Underwriter or its agent or assign, upon receipt by the Issuer of the agreed purchase price. The Executive Officers are hereby authorized, empowered and directed, on behalf of the Issuer, to deliver or cause to be executed and delivered all documents required to be executed on behalf of the Issuer or deemed by them necessary or advisable to implement the Bond Resolution or to facilitate the sale of the Bonds.
SECTION 12.2. Official Statement. The Issuer hereby approves the form and content of the Official Statement pertaining to the Bonds, as submitted to the Issuer, and hereby ratifies its prior use in connection with the sale of the Bonds. The Issuer further authorizes and directs execution thereof by the Executive Officers and delivery of such final Official Statement to the Underwriter for use in connection with the public offering of the Bonds.
SECTION 12.3. Executive Officers Determine Bond Terms. The Executive Officers are hereby designated as representatives of the Issuer and are authorized to accept and execute on behalf of the Issuer an offer of the Underwriters for purchase of the Bonds as expressly set forth in the Bond Purchase Agreement, provided (i) a policy of municipal bond insurance is obtained for the Bonds, and (ii) the offer of purchase by the Underwriters is received by the Executive Officers by not later than June 2, 2003, and such offer sets an average interest rate of more than 3.00% per annum, and a sales price of the Bonds at not less than 98.8% of the par value thereof (exclusive of bond insurance premium), plus accrued interest to the date of delivery of the Bonds. The Executive Officers may, in their discretion, establish on behalf of the Issuer the par value of the Bonds, the interest rates payable thereon as well as the annual principal maturities thereof.
The Executive Officers be and they are hereby authorized and directed to take all actions in conformity with the Act, if necessary, or reasonably required to effectuate the issuance, sale and delivery of the Bonds and shall take all action necessary or desirable in conformity with the Act for carrying out, giving effect to and consummating the transactions contemplated by the Bonds, this Bond Resolution, and the Final Official Statement, including without limitation, the execution and delivery of any closing documents in connection with the issuance, sale and delivery of the Bonds. The Executive officers are specifically authorized to approve such changes to said documents as are necessary and appropriate and not contrary to the general tenor thereof, such approval to be conclusively evidenced by such execution thereof.
ARTICLE XIII
REDEMPTION OF REFUNDED CERTIFICATES
SECTION 13.1. Call for Redemption. Subject only to delivery of the Bonds, the Refunded Certificates are hereby irrevocably called for redemption on June 1, 2003, at a redemption price of 100% of the principal amount of each Certificate so redeemed, and accrued interest to the date of redemption, in compliance with the resolution authorizing their issuance.
SECTION 13.2. Notice of Redemption. In accordance with the resolutions authorizing issuance of the Refunded Certificates, notice of redemption in substantially the form attached hereto as Exhibit D, shall be given by means of first class mail (postage prepaid) not less than thirty (30) days prior to the date fixed for redemption, addressed to the registered owner of each Certificate to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Certificates.
ARTICLE XIV
CONTINUING DISCLOSURE UNDERTAKING
SECTION 14.1. Continuing Disclosure. The Chief Financial Officer of the Issuer is hereby empowered and directed to execute an appropriate Continuing Disclosure Certificate (substantially in the form set forth in Appendix G of the official statement issued in connection with the issuance and sale of the Bonds) pursuant to S.E.C. Rule 15c2-12(b)(5).
ADOPTED AND APPROVED on this 6th day of May 2003.
/s/ Gregory P. Robert GREGORY P. ROBERT, President
/s/ Jude W. Theriot JUDE W. THERIOT, Secretary
(Other business not pertinent to the present excerpt may be found of record in the official minute book.)
Upon motion duly made and unanimously carried, the meeting was adjourned.
/s/ Gregory P. Robert GREGORY P. ROBERT, President
/s/ Jude W. Theriot JUDE W. THERIOT, Secretary
STATE OF LOUISIANA
PARISH OF CALCASIEU
I, JUDE W. THERIOT, certify that I am the duly qualified and acting Superintendent of Public Schools for the Parish of Calcasieu, Louisiana, and as such, Ex-Officio Secretary of the Calcasieu Parish School Board.
I further certify that the foregoing is a true and correct copy of an excerpt from the minutes of a public meeting of the Calcasieu Parish School Board, held on May 6, 2003, and of a resolution adopted at said meeting, as said minutes and resolution appear officially of record in my possession.
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Calcasieu Parish School Board on this, the 6th day of May 2003. ___________________________ JUDE W. THERIOT, Secretary
Exhibit A to Bond Resolution
REFUNDED CERTIFICATES
$4,500,000 Calcasieu Parish School Board Excess Revenue Certificates of Indebtedness (Classroom Facilities Project) Series 1999
MATURITY INTEREST CERTIFICATE DATE RATE PER PRINCIPAL NO. |