Unavailable Certificates ° 032OSOloy 300
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Schedule
Unavailable Certificates
5005 STATE OF KANSAS
CUSIP Long Description Registration Certificate Denomination
Number
794743B29 RI'ger' KANS GO REF KS 005/01/04 3.600% CEDE&CO. 10 400,000
FA13 BE 005/01/04 3.
4 1 Page DTCC Internal Control Number: 2013071920008 CEDE/Maturity
Unavailable Certificates-ALL DATE 07/19/13
DECLARATION OF UNAVAILABLE CERTIFICATE(S)
AND LIMITED INDEMNITY
Name of Agent or Trustee (the "Representative") :
5005 STATE OF KANSAS
The undersigned, a Managing Director or Vice President of The Depository
Trust Company ("DTC") , hereby declares and states:
1. I am a duly authorized officer of DTC and make this declaration (the
"Declaration") in my official capacity (not my personal capacity) , having been
duly authorized to execute this Declaration by DTC.
2. DTC is either the true, lawful, present and legal (a) registered holder of
Security Certificate (s) 1 (the "Unavailable Certificate(s)") , with full legal
authority to transfer all right, title and interest in the Unavailable
Certificates; or (b) custodian of. the Unavailable Certificate (s) . The Unavailable
Certificate (s) are identified on Schedule 1 hereto, listing the name of the
Issuer, CUSIP number, certificate number;Unumber of- hares/units, the name of the
registered owner and, if available to DTC, the prefix to the certificate number
and the class of stock.
3. DTC is currently unable to Deliver the Unavailable Certificate(s) because
DTC's vault, where the Unavailable Certificates are held, was flooded by Hurricane
Sandy.
4 . Neither DTC nor its nominee, Cede & Co. ("Cede") (in the case of
certificates registered in the name of Cede) has: (i) pledged, hypothecated,
sold, transferred or deposited under any agreement or assigned or disposed of the
Unavailable Certificate (s) nor any rights or interests therein; (ii) Indorsed the
Unavailable Certificate(s) (on the Unavailable Certificate(s) or on a separate
document) ; (iii) Delivered the Unavailable Certificate(s) to any other Person; or
(iv) signed any power of attorney, assignment or authorization respecting the
Unavailable Certificate(s) .
5. This Declaration is made for the purpose of inducing the issuer of the
Unavailable Certificates the "Issuer") and the Representative: (i) to refuse to
recognize any Person other than the current registered owner (including DTC in the
case of Cede) ("Registered Owner") of the Unavailable Certificate (s) as the owner
of the Unavailable Certificate (s) ; (ii) to refuse to take any other action with
respect to the Unavailable Certificate(s) pursuant to the request or demand of any
Person other than the Registered Owner; (iii) to issue, execute and Deliver to DTC
replacement Securities (either in book-entry or certificate form, as requested) in
form and substance identical to the Unavailable Certificate(s) in substitution for •
the Unavailable Certificate(s) (the "Replacement Securities") ; and (iv) to take
such action in respect of the Unavailable Certificate (s) , upon the instruction of
the Registered Owner, that it otherwise would take, consistent with applicable
Capitalized terms not defined herein shall have the meaning as defined in
Articles 1 and 8 of the Uniform Commercial Code.
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law, if such Unavailable Certificate(s) had been Delivered to the Issuer or
Representative.
6. If the Unavailable Certificate (s) shall become available to DTC after the
Issuer has issued Replacement Securities, DTC shall promptly Deliver the same to
the Issuer or the Representative, for cancellation without receiving any
consideration thereof.
7 . DTC shall, in consideration of the foregoing, indemnify and hold harmless the
Issuer, the Representative, and their respective successors, assigns and agents,
from and against any and all costs, damages, losses, reasonable attorney's fees,
penalties, judgments, taxes or expenses ("Losses") directly resulting from the
proper presentment of the Unavailable Certificate(s) by a Protected Purchaser (the
"Indemnity") . The Indemnity is limited to a single recovery for the Issuer and
the Representative, and their respective successors, assigns and agents, in the
aggregate per each Unavailable Certificate.
8. The Indemnity shall terminate and be deemed null and void on the date that
DTC or Cede Delivers the actual Unavailable Certificate(s) to the Issuer or
Representative (notwithstanding the condition of such Unavailable Certificate(s) ,
so long as they are identifiable as the Unavailable Certificate(s) ) . No claim for
indemnity may be presented beyond 30 days after the date that the indemnity has
terminated pursuant to this paragraph.
9. Until or unless DTC or Cede shall satisfy the condition for terminating the
Indemnity as set forth in Paragraph 8, the Indemnity shall not terminate and shall
remain in full force and effect.
10. If, upon delivering the Indemnity to the Issuer or the Representative, DTC
reports to the Securities Information Center and the Representative that the
Unavailable Certificate(s) are "lost," the Indemnity shall be enforceable only if,
after such report, the Representative shall have placed a stop transfer with
respect to the Unavailable Certificate(s) and complied therewith, except to the
extent registration of the transfer of the Unavailable Certificate (s) is required
by law after proper presentment by a Protected Purchaser, in which case the
Representative shall provide prompt notice2 to DTC prior to such transfer to
enable DTC to seek injunctive relief to prevent such transfer.
11. This Declaration and Indemnity, and provisions, thereof shall be governed by
and construed in accordance with the laws of the State of New York.
1
.'I
2 Unless otherwise directed by DTC, notice shall be by email to: The Depository
Trust Company: Richard Merckling (rmerckling @dtcc.com) , Thomas Joyce
(tjoyce @dtcc.com) and Joseph Graziano (jgraziano @dtcc.com) and by fax.
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Unavailable Certificates-ALL
12. DTC waives any defense to enforcement of this Declaration and Indemnity based
on the genuineness of my signature below (including by use of a signature stamp)
and my corporate authority to execute the same.
13. I declare under penalty of perjury under applicable law, as of the date
written above, that the foregoing is true and correct.
THE DEPOSITORY TRUST
COMPANY
By:
Joseph Graziano
Vice President
55 Water Street
New York, NY 10091
**Please submit inquiries regarding this declaration to the following: DeclarationInquiry @DTCC.com •
3 I Page DTCC Internal Control Number: 2013071920008 CEDE/Maturity