DTC Service Contract
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THe DEPOSITORY TRUST COMPANY
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Memorandum
'DATE:
December 12, 1994
TO:
P~r1ic:irants. L"nderwrit~rs. AgentS, Tru5tcc" Dund Counsel, and Oth~r> A!t¡,¡cced
FADM;
DTC Underwriting Dep2ron~nr
SUBJECT: O~c¿'~t.ional An-angçmcnts :Neçe~s:uy for an Isstle. to Recorne Eligible
for DTC SelVices
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This memorandum contains DTC"J; Operational Arrangemrnt)" necessary for an issue to become
eligible for DTC ~~rvice!;. The arrangemenrs (,;omaiu scycral revisions to those issued in
February 1 W2 bur the essence of the arrangementS rcmaim substantially unchanged.
The arr~gemE".nrs introduce the use of a Búmkellrsun' Lettl!7. ofRcprcscntations, ~hich needs to
he submitted by an issuer to DTC only once for all itS issues, eliminating the need fnr
inciividual Letters for Book-£uuy.Onl)' (BEO) issues.
The arrangementS ¡ncorporale S':andards for Principnll1nd Income PaymentS incorporating
the Guidelines set by ÙlI: U.S. Worlcing Committee of the Group of-fhiny (G-30), effective
January 1, 1995. These standards require agentS t:o providt".. ptincipal and income payments tv
DTC in same-day funds on pll)ment date by 2:30 p.m, F.T, along with supporting CUSIP
detail. Please refer to Exhibit C for a complete desC".riprion of these standard'S.
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:\15<:1, thç arrangementS t3ke on a new torm:tr to hP.tter facilitate furore additions ur changes to
content, porricubrly in the 2pp!ndices governing BEO issues.
Tht.: .¡rrl1ngemenu; remain suttìciently easy to meet that \irrually allllcw issues of sccuricies can
be made DTC-eligible, as Nln the vast majority of already ouulanding issues.
The need for agen~ to !õign the statement on the last pa"~c of the Operational Arrangnne1it!
remains II p~n of the paper- This StaremCIll representS to DTC that Q t:rustee or agel1f
appninred for an issue being considt:reù [01' eligibility will comply with applic:l.ble provis;(ln~ in
the Opc1"l1riona/ A1'-'l11gnnmr.r. BllI"Á:t:t LmtTS of ReprmntllTio71S already subrrúttcd by rrusteeS or
agents will nut require rc:nc:wal¡ DTC will consider these blanket letters as indicating
agreement lV ù1ese updated arrangements-
k:; a convenience, and fqr quick reference, the DTC Up/'.Tlltionlli Arrllngemmrs: Rifenmoe
SrWlTlftlry, highlighting eoen arrangement follo\Ñ'~. (The detailed Operariona/ ATTu11~mwJtS
begins immediately following the summary.)
Holders of DTCfs Underu)TitÌ1lg ."'P1"Vlct Idt or Operational Arrangt:rncfW booklet should
substitUte or insert these T'p.vi(ion.4ì to DTC's arrangements.
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D'IC GNUftONII. AUAIICnMPITIa unaNCIIUMMMY"
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WGIBILrIY
l.St:&ndard Time Fnuue,
Information and documents needed for the \1nni".rwriring distribution
should be at DTC by spedfted ames, genen.ny 10 businC$5 daY' prior to
dosing- (please refer to Exhibit A of the DpwtltÙ1nlll A".lIftgtmmtr.)
2,{',ertiticate i"onnat
The funllin fvl' rcgistered certificatel must comply with ANSI sœnduds
and hllvfO. ~ !ttIndard assignment area. The attachment ot swnps or bar
codes should nuL be deemed to umurilatç" the certiñcote.
J. Tr.an.fcr TumRro\ln,{ Time
The transfer a¡ent must meet the transfer tW"IllU'UWld sWldard. set (orth in ,
S£C Rule 17Aâ-'2.
4. U~ of CUSIP Numbers
a) A unique CUSIP J1W11ber must be wigned to ellçh issue :1nd mU$c be
imprinted on e\l~h t:ertificate. A new CUSIP number should be
obtained h,IT allY mode change resulring in a ñxed-rote. non-puttable
security,
b) Muhi.,lc.pul'pO5C municipal ¡SSUC5 must be crellted al fungibte by
agents, TntPTl'çt ~nò principal paymentS must be made by CUSIP amI
not ùy pwlN~e.
S.Book.Entry.Only (RF,O) h~ues
DTC must receive a Lm". of Rtpruml/lrirmJ' pi'jar to the issue's \King made
eligible. A Búml", bru". LIff'" of Rtprrf/l'Jlt4tiMJI need be submitted by an
issuer only once for aU ItS BEO i.ssues.
6. Unusual Issue Types:,
SpcQal rcprescl1taåoM for thc:se ¡SlUC3 may be required to proteCt DTC
2nd its Pllrtidl'~n~ /Tom excessive risks.
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. PltllJt "1'" to tbt Operational Arran temems WlrJ'fIorll7lrJIl71I fur ¡he lull leU of ell(h
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DYe OPlUftONAI. &a1AN.IMINftc 8IAUNeI IUMMAa.,.
7. Special Operational ArrIlngements
a) DTC rC:l. uirc, } ( S5cS5ion of securities b)'" noon ET on the bu$iness d3)'
prir..'r t,~ thl!' jCCt1I"C rlictrihucon.
b) Legal opinions, when required, should be printed on the certificate,
c) DTC r...t¡lIire.~ tm\sfer agents to provide the authentication date on aU
m:rli~ cel'ùficates returned to DTC.
d) rnr lieh! i.WJes. the interest accrual period cannot end prtor to a record dan:.
8. Fast Automated Securities TransEer (FAS!)
Transfer agents wishing to include a new issue of sccw1ées in FAST m\1:St
adopt current DTC F.1ST procedures. An Clgent msy be required to use
nTr.'~ J)erm~irJWithdrawal at Custodian (DWAC) system for certain
j,~uc lyres.
9. ~h\rkct Values
For an imle to qualify for SDFS eligibility, Ii ready COUTee of the issue',
m~rlœr value must be available.
INCOME PAYMENTS
1. Timeliness of Papncnts anti Funds Avail.\biUt},
Di'ridcnd and interest payments for all iauel, corporate and municipal,
are due on the payable date in same-day funds by 2:30 p.m. IT.
2, Record Dates for Certificated Issues
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DIvidend and intereSt record date, Cur cerûficaccd i"ues must not be
less than live d~}'S prior to p:a,':able dar£',
3. .\gcnt's Bonks
rulIP.~ whirh require that an agent's books dose prior to an interest
YVYlllcm "ill be made eligible only in BEO form.
4. Di\idend lind Interest Notineation
3) For c:orporllte issues. the issuer or its agent agrees to provide payment
information to I ,tandard I1nnounçement eerviee to which DTC
~l1h~he.(,
b) Automated notÎûc:,tt2on of CUSIP-Ievel detail must be provided to the
rlepMitory no later than nO<?n ET on the payment date.
. Pltasi rtfw tð rbt Operational AmngCIIICll1.!i 'ffU'mrnIJ7uJtn" þ' £Ill pJ/ fat of cd
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DN eNMftONAL AaJtAN..MlNtlt .1....Net JUMMAar
c) For ;S~\1E'C that l'~}' (1) principal and interesr periodically or (2) imf.rcSt
at it \'aria¡'l~ fate. DTC rcquirçs "Tinen infonnô1tion from the p~~ins:
IIgp.nr /'In current interest rate and principal pay-down amount
(cakuhHeù Oil the original principal amount of $1,000 per bond).
preferably Ii"p. hmine!i~ da}'" but not less than tWo business days. prior
to me paYílulc date.
d) ror fnreign.currency-denominated issues, DTC requires that
t'apnclm to DTC be in t".S. dC/Hers I1nd t!-IJt notifiç:ltion of th",
]3'.1}'rnt:'nr ~n i CIIrrencr conversion rates be received by DTC at least two
bU)Ìll~ wy$ before the corresponding payment dllte.
REO R GAN1ZA T1 0 N SIRED EMPTIONS
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1, l>~\)"menr..
MaNrity, redemption and reorgani1.3~On paymentS for All r.nry¡orate and
municipal issues are due on the payable date in sarnc-ùay fw,ds by 2;30 p,m.
ET. Automated notificuiun of Ct:SlP-le\'el Jewl m~t be proV1rt,.,ci tn the
nepository no later than 2:30 p.rn, ET on the payment dilte.
for issun eligible faT DTC'~ current SDFS syStem only, plp2~ rf'.ter to
tHC'1i SDFS Paying f.¡ent Operating Procedure::¡ LV ....h'e matUrity and
redemption paymentS co DTC's IICCOunt at the Federal ResP.tVP R2nl.: of
~eu' York. ow for issues eligible for DTC's current NDFS )y~l~m only,
please refer to the: Reorganization/Redemption secricl"l t'lf the~e'
arnngernentS fur specific wire instructions,
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2. Short-Tenn :\larurities
DTC will not make eligible a SE.'('\1r;ry rhnr uill muure uithin two m()mh~
of dosini date. BED issues arc cxduùc:J from ù1.is prmision,
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3. Hond Consents :ind Legal :\'otice5
The trUstee or issuer must e~t\1blish 2 TPt'orri rl:lce for consents and notH"
DTC not less than 15 calendar dap ill áÙ' iìJ1CC: of record datc. .
DTC requests thac o1l1es:U notices be sent to DTr. in 2 ~ecure manner.
. PI,:z¡, "'1'" to ,hi OpeNtinMI ArTang~ment5 .""",orlJlIdrl1n frJr rht full un Dr t{J(h
/ll'TlJlIg!71l1:m,
.. B",c¡,il/lliT/f 071 rht J¡ry DTC tlillt'tl'U ÎtJ mr/..lllntt !)'Sft7'l to I si"gl, 1I"'-'-tL,;. fillld,. only
SJ.'1,'I}I. r5m SDFS Pa}'ing ^rent Opcr~t.ing Procedures ~'i¡¡ trpin. dr Ihllt dme, ull
III.3","ry, l'Cát'/llptio7/ R1I¿ 1'løI'ganiZJIrioll pl1.ym",rr ,hnrtld ht ftlid to U"J L' IJCiOl'diTlg Tn rhe
i1lft1'lltTionJliJrtd Ì1I rbt Rturg( "i~liu'llRt.kmprio'l serrio" of tbex 1I""."gm,t'fft.l.
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8TC .NUIIOHAL AUANOIMINrIt "....NClIUMMQr
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4. Noc6c:¡tion of Redemptions and Calls
DTC requires that truStee, and agenu agree to meet the: standard,
summAn7eit belnw-.
a) Notices of redemptiuns m~1 ~uJltain certain minimum infunJiltiun
(for example, CUSIP number, publication date., maturity date).
lJ) NutÍl.~ IIIUIiL be SCnt to DTC in a setUfe Cashion.
c) The pl1bliC'uion rl~f~ for nnrice~ mmr he at leut 10 nay~ prinr rn
rcuclIIpÚUJI ÙIlLC,
Ii) Rerlemprion norices must be received by 01'(': durin¥ the bwiness day
prior to publi~àon date or, if poasiblc, tWo bwinç" days in adnnçç.
4'.) CUSTP nnmher identification must accompany all redemption
l'~)IIlCI1LS, Agents should indude the CUSIP number or the
Redemption Payml'.nt Summary (RPS) form numher to icientity
redemption paymena,
5. SC\:uriI.ÍC$ wiùl Pu1 FCIILUI-eS
DTC requires Lmen of RepremlurzO1ls. on DTC's preprinted forms.
wherein agel\ts agree that DTC can we its put option procedures to submit
tenders of the security to the agent.
Fv1' i,¡J"U~J lilee VRDOs, illwLidJ u:t1ÛSt of a put ,ou/J 0.."111" daily, wcclt:Jy, or
mnrrthly, DTC '1;:;0 acctpt the isnle for tligtbi/ity only if the put is erMi.rab/t: b;¡
1ltlatU of DTC's Jeli¡;tr o,.,itr azpllbiliry,
6. Convertible IssuesI\VarrantS
DTC require! thllt lIf{mts ø¡{Tet tu umpt ( bwlc-rNtry ¿,HI/"! of 101JVrr"IÌbl,
Strtlritiu or fJ.'orrO1lt1 to on /lirOtl1l' mlliJltaill.l'.d hy ntc fnr. thl'.
(orn'lrsirmlu:at7"(/T/t tXtf"CÍJ't fJ}l;tmt '/I.:ÙbUIII Ih 1lrl'm'Ïly Jvr pbpÙul J11n'r"1111U;VII
of u('//n,itt to (Dmflttt It (O'Ift!tmonh:."".,."TJt t:rtrritt by ,h, lIndtTly;ng ;tm, 't
rrcurrJ Úiltt or 'UllIrTlI7/tIWfWt'nivrl ~;rpirfltjvrl ¡/¡¡¡t.
a) Norice of any change to the terms of a con\'ersion privilege or warrant
m\l$t be sçnt to DTC in a secure fashion.
b) Notices must be received not less than 30 days prior to effectiveness of
¡uch changes, .
c) Notices must contain CUSIP number Identification and terms of
conversion privilege or wan'Glu.
d) DTC must be -advised, in writin~, If SEC re t!Stration of underlyinJ!'
securiti~ has been reaCtivated and of the expiration of a warrant not
later than 30 days following the expiration of the warrant.
. PiHs, ,..,¡,.- II> ,i, Opc~.ûon.l Arnngemenl» ..._,.".,.J,.... ft,. tlu ¡..JI "';AT of .,.cb
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DYe ONUnoMAL DUNO"""'" II'IUNCI IUMMAar
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1. H3rd.Cop~' Documentaåon
DTC ,,'ilI not m~1ce eligiblu ¡nuts u'hirh rp.qIJire hard.copy ,upporting
documentation on any imtrucùuns )Ull1l1jlL~d by Participants under a
~ped~l reor~:l3'C:ion (eaNTe of the ¡,sue «(or example. 511bm ~(i(\n of rll'.uh
certificate for exerdse of "death pUt" provision).
>'I. Tuues with )Ionthly Opnnn:1! Redemptions
Issue ml.1St be in BED £Om IU\d DTC m\1~t r l\N'.ivl'. :I ¡.mer nf Rtprtltnr.
trims prior to c!05inK.
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OTHER
O\"nt:rship Restrictions
DTC muSt obtain from lhe Issuer written assurances that ownership
resaic:tions \10;11 not be enforred Rgain~t nTC". nr eerie & Co. The tr2nSter '
a~ent for an issue agrees Ù¡ill ¡l will ¡¡œepl u'ans(c:r infonnagon without
hard.copy certincation.
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nŒ OPERATIONAL ARRANGDŒNr$ INCltJDE.
ELlGIlJILrn'
1. Standard TIme Fnme~ for Providing lTnderwridng Information to DTC
UTC has implemented 5t:1nd:1td time framcs (spcciñed in Exhibit A) fur the submission of
inforuunion to DTC by underwriters of newly 1~,~l1ed securities 10 that DTC c:m p.11SS this
infonn:aåon on to Participants in . åmely fashion. These dme frames are endorsea ~ the
Municipal Securities Rulem king Bo2rd (MSRB) for municipal bond issue,. DTC
continually monitors cornpli1J1lI.;c with the standards and will con!ìider u~essing
disincenti\'e fee~ it' Irrropriately high levels of compliance arç not maintaincd. Ct:"""ir,
Îsme types mal be said find diJTribured in 4bbreviated timtfra"m. Tnt' is tt71.11lrl! ofrhÌlllnJ TJJill
'UI(Wlt wi,h u"ilWfJ.".;t,n 11M "gmts to dtill with then sbotT ri""e fr¡rlfm'.
2. CcrtiJÏcatc l'onllal
The certificate funnat for n!giuered certificates (excluding those for book-cntry.onJy [BEOJ
issues) muSt comply with gencr-ù American Nadonal Standards Institute (ANSI) standards,
The certifìnlte must h2ve a standard assignment area. The attachment of $ tamps (uther than
~ the assignment an:a) or bar code labels or other procwing~reJllted mllterial on the face of
the certificate should not be deemed to "mutilate" the cerrificllle or otherwise require a
revalidation or guarantee of the certificat~ hy the trustee, registrar, paying agent, transfer
agent, or issuer.
3. Transfer Thmaround Time
DTC: requires that agents (including agentS not registered with the SEC) çomply with the
SEC~ tI1Inäfc:r-tumaround rules. DTC monitors tnln~fer tumQrQund for all agents and may
,.,¡w, to 11'III1t, ,Iigibk CM4i" issues 'When tbe a~m bas ( d~ur-cur record Dip/lure co crmzply.
~. Use of CUSIP Numbers
a) CUSIP Number Assignment-A CUSIP number must be: assigned to tach issue (strial
and tCnn issue for IUwùdpal issues) and be imprinted on eQch œrtificate, A new CtJSIP
number should be obÞined on Gnuut bond mode change l'e$u1Ùßg in the creadon of a
fixed-r¡¡~ç non-punable security. (DTC unci[>'~Nlnds this action to be 3 responsibility of the
reJrulrkering agent for thc issue.) .-
b) Multiple-J?urpose Municipallssuct-For mulúpJe-purpos~ mwúcipallssues canying a
single CUSIP nwnber to be milde eligihle, DTC must receive ~ce from the agent
th3t the lagent will accept ttansftr Ìl1srruccions from DTC for multiple p1llJW.e.~ And treAt
them witlioUt regArd to purpose distinctions within a single CUSrr. Also, the: aEc:m JIlU)1
assign separate and nunlluplicate cerdficate numbers within A si"~lt CUSIP. The ~gent
mutt :am-Ire DTC thlit intlreet and principal payments to DTC will Ix: made by CU5IP
and not by purpose.
s. Book-EntTy-OnIy (BEO)
DTC seeks from issuers a B/tlnk~t Issuer ¿tlUr of Representations wherl!!in rhe issuer
representS to DTC that it will comply with the requiremen~ stated in these Optrlltirmill
Arrangr",,:nts (OA) liS ÙIC)" may be 2mended from time to rime (please refer to Appendix A
for II more dtt~iled explQn2t:ion of the added requiremena that govern BEO issues). In lieu'
of a BJø111:trlssuer Lmtr of Rtprtsnttlltions, issul!!~ And their agena¡ will be required to supply
DTC a signed Lttttyof.Rcp1'"CSCTltlltio1lI for each DEO issue:, on an issue-by-issue basis.
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6. Unusual Issue Types -
Issues like auCtion-rate or variable-rare securiåes may conl3in features that DTC must review on
a case-by-case basis as it considers the issue for eligibility. In addiåon to meeång DTC~ standard,
Op~atiO1l4J A,.,.al1gemmrs, DTC may require \U1dClWriters trUStees, and agents for such issues to
make special representations to protect DTC and its Participants from excessive risks.
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7. Special Opel2tional Arrangements
a) Possession and Inspection-DTC requests thar it receive securiries for inspecrion by
noon Eastern Time (ET) on the day prior to an issue's distribution. DTC cannot ensure an
issue's distribution on closing date if this condition is not met.
b) Legal Opinions-DTC requests that any required legal opinion be printed on the
certificate.
c) Issuance Date on Transfers-DTC requires transfer agents to provide the authentication
date (the date transfer is effected) on all credit certificates rerumed to DTc. In some cases,
payable dates rather than authentication dates appear on bonds, complicating record-dare
~ accounting.
d) Å.ccroa1 Period-For new debt issues, the interest accrual period cannot end prior to a
record date.
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8. Fast Automated Securities Transfer (FAS1)
Transfer agents wishing to include newly issued securiries in the FAST program must adopt
cunene DTC FAST procedures. DTC may require that a FAST agent wishing to act as agent
for certain issue types (such as global or Rule 144A issues, unit investment trustS, or others
requiring special processing) use DTC's DepositlWithdrawal at Custodian (D\\t\C) system.
9. Market Values
For an issue to qualify for SDFS eligibility, a ready source of the issues market value must be
available, DTC generally obtains market values for eligible securiåes from vendors. In the
event a market value is not available, DTÇ will require, as a condition o(eligibility. the lead
underwriter to provide CUrTent market values to DTC according to a prearranged schedule as
stated in the P,idllg Lerw: If DTC does not receive the agreed upon pricing infonnation, the
securities collateral value will be haircut 100%.
INCOME PAYMENTS
1. Timeliness of PaymentS and Funds AvaiJabillty
Dividend and Interest Payments-DTC requires receipt of all dividend and interest payments
on payable date in same-day funds by 2:30 p.m. ET. The agent must meet this payment standard
in all issues for which it acts if DTC is to make eligible a new issue for which the agent is acting
as paying agent.
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2. Record Dates for Certi1kat~~ Inues
The dividend/interest record date must be not less rh:1n five bl1~iñf'.~~ day~ prior to the
payable date. .
3. Agent's Books
Issues that require an ateent'1Ii books lO close one or more weeks prior to an interest payment
(and, therefore, no tronsfers nre processed by the agent) will be made eligible only in HEU
form.
4. Di'\idcnd and Interest Notification
a) Infonnation to Announcement Sc:m(""Ø-Fur t,:ûl'poratc issucs, both cquity and debt, the
i:!51.1Cr or its agent agrees to provide dividend 2nd interest PQyment information to a
sr:mnlmi announcement 5e~ice subscribed to by DTc. In the unlikely event that no such
service exis~, the: i~ue:r ur ¡IS agent agrccs to provide this infonnation directly to DTC in
advance of the di\idend or interest record date ;1S soon as the infonmtion is available.
. This information should h~ conveyed directly to DTC electronically. If electronic
transmission is not pussiùh:, )uch information should be: conveyed by telephone or facsimile
transmission to:
The Depository Tn.ISt Company
Manager. AnnouncementS
Dividend Departllll:nt
7 Hanover Squnre-22nd Floor
New York, NY 1 ()()(}4.
Phone: (212) 709-1270
F:\X: (112) 709-1723, 16B6
b) NotiBcation of Pcayment Det:ill - For all issues, the i551.1er or its agent agrees to provide
¡l1Itomat!d notification of CUSlP-level detail to the deposItory no later than noon ET on
the: vaYlIIcIIl dale.
,) Issue) Ù1.at Pay (1) Principal and Iptetest Periodically or (2) Interest at a Variable
R.ø.te-Colbte~lized Mort~ge Obligations (CMOs), Variable-Rate I.Jem:;mrlOhlig'!'Mom;
(\ "RoDas). and other issues thar pay inrerest periodically or pay imerest at a ~'ariaule nile:
present a w1ique: problem in that DTC h;u not always been able to obtnin (1) the current
Intere5t nte, (2) the principal pay-down ~mol1nt, ::mrl (,J) the pool facro[ (which is the
remaininΠbalance per $1,000 Dfface value) from published or orner soun.:es to cffe(:l umely
credit or such parment5 to Participants. DTC, therefore, requires that it receive this
informacion from the paying agent. or any Sol1rœ :tcC".eprahle trJ DTC, calculated on the
original principal amount of $1.000 per bond, preferably five business days plior to the:
payable datc. DTC ~111 anricipate receipt of.this informacion electronically, but will accept
the infonnacion by telephone provirl~cf thl1t it receives written confirmation prior to the
payable date.
d) Foreign CuITency-DenuIDÍn.atcd 1:!I~u~-DTC rcquircs that all payment:! to DTC be in
V,S. dollars, and that norit1cnrion of the p:1ymenr f:1te e:-;preased in U.S. dollars (per 1,000
l1nif'1; of prindpl1l AmOnnt or per share) and the CWTency conversion rate received by DTC
at Icast tWo (2) ùusi:tC)S Jays Defore tJ1C colTcsponding payment date.
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Such nntice~ regarding inrl".rt'.~r t:lr dividend rates should be sent by telephone or fncsimile
transmission to:
The Depo¡itory Trust Company
Manager, Announcements
Dividend Department
7 Hanover Square - 22nd Floor
New York. NY 10004
Phone: (212) 109.12'0
FA~: (212) 7011-1723,1686
AI'If telephone c:ornmUJÜc:ation should be followed by hnrd-copy confinnation.
REORGAM2A TlONSIRBDEMPTIONS
1. P;l~menrs
8) MatUrity and Redemption Payments-For all dj~òlc issues, DTC requires receipt of
m:lnllity and redemption paymentS and CUSIP-level detail on the payable date in same-day
fuml:s by 2:30 p.m. ET. Absenr any other arrangements between the paying agent and
DTC, such payments shall be wired according to d1e CoUowin~ iru.1rUc:tions:
Chemical Bank
ABA UllO{J() 12 H
For C1'edi~ LO AlC Depository Th1st Company
Redemption Account 066-027306
'-
Until DTC eon"erts its settlement system to samç-day fund, only, for all iS$uC$ eligible
for DTC~ current SDFS system, DTC requires the receipt of maturity and redemption
payments in sø",e-,}gy Cwld:s, :scnt to DTC in accordance with existing SDFS payment
procedures, (Please refer to the IlttQehed copy of DTC~ SDFS Paying Agem OprrlJlifl}l,
~~~) .
b) Other P3)'D1ents DTC requires rcè~ipt of all other paymenlS auJ <:USIP-Jcvel detail
resulting from corpt\rare ~c:ril)ns (such as tender offen or mergers) on the first pnyable date
in same-day fwIJ:s by 2:30 p.m. IT. Absent any ocher arrangements betWeen the pA-y1ng
agent 2nd DTC, such payments shall be wired to thç following addrcss;
Chemical Bank
ABA 021000128
For credit to AlC Depository Trust Company
R IOðrg~rúzat:ion kcount 066-021601'1
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2. Shorr-Term Mamrldes
Bond underwritings may include securities scheduled to mature sþortl)" after the closing date.
DTC programmatically forecasts upcoming mullriri/'. ; :lC"t".nrding to predetermined
timetables so that processing will begin in suffidem time: to ensure efficient physical
securities handling and timeliness of payments.
"
To ensure that Participllnts continue to benefit from these efficiencies, DTC will not make
eligible a security that will mature within two month!; of the ~Jn ;ing dare. (Short-term
maturities in BEQ fonn arc not subject to this provision.)
3. Bond Consents and Legal Notices
If the indent\lre provides for.the solicitation of conSCnt9 from and ,'oting by holders of thc
issue under certain circum!;tan~e~, DTC rt'.f}u;res the fnJstee or issuer to establish a record
date for such 'p~$CS wh.h no yrov¡5iulls fur rC:Vl.X:ation of consents or voteS by subsequent
holders and g1Ve DTC notice of such record dote not less than 1 S calendar days in advance of
such record date.
DTC requests that all legal notice.C!. thSl.t i~ nntiœlò fO security holders, of ban1auptcies, of
litigation/class ac;t:ions, or defaults be selll to DTC at dlc address and according to a) in
section 6.
4. Notificaåon of Redemptions and Calls
For all new issues tn he mAde ()TC:-~ligihJe) UTC requires that trUstees and :¡gents agt'ee to
meel ùle following standards for calls: .
it) Notí<.'es of redemption must conrain, at minimum: CUSIP number and. for partial calls,
certificate numbers and called amounts of each een:ificate¡ publication date; redemption
date; redemption pnce; redemptinn agent n:lm/'. And address; interest nte; maturity date;
and oùler d~~ripuvt infonnatÎon thar accurately identifies the called security.
b) All redc:mpúon notices must be sent ro DTC in a secure fashion (thar is, a legible facsimile
tr:\nsmission, registered or certi6ed mail, or overnight ddj...cry scf\oice). The agent or issucr
sending such notice have a method to verify ¡uh~eq\1ent y the use óf such rrie:ms md
timeliness of notice by furwanlin¡,r each notke (for each CUSIP number) In a separate.
secure transmission to DTC, or br forwnrding multiple notices (or one notice for muItip'le
CUSIPS) in a secure transrrùssion to DTC that include.t¡ A mAniff'_l:r or list of each CUSIP
submitted in that tnrumission. Agents dlVO)iug Lv ~e DTC~ Rc:uc:mprlon Call Nodce
,\t1:anifest (copy an2ched) can Qcquire :1 supply by c311ing DTC's Cl1l11':otificatÍon
Department at (516) 227-'1070.
Redemption nodces should be sent to:
The Depository Trust Company
711 Stewart Avenue
Garden C¡~y, NY 11530-
Attmtio7l; Call Notification Deportment
Fax: (516) 227-4J64 or 4J9O
e) For certi6cated issues, the publication date for redemption notices must be at least 30 day:'õ
prior tn redemption I't:¡re, .
d) Redemptinn notice~ ;hnIJld be ~eceiv;d b1' DTC preferably tWo hmineu d2}'5 in 2dv;mce of
publication d¡)~c bu~ ill no event latcr than the business day prior ro publication date.
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e) CUSIP number identification must accompany all redemption paymentS to DTc. DTC
requires agents mat wire funds to DTC to use its Redemption Payment Summary (RPS)
fonn number or CUSIP number to identify all redemption payments. DTC will consider,
. accepting this infonnaåon through various appropriate automated means.
Agents should transIIÙt by facsimile completed RPS forms delh.ered to them by DTC along with
DiC's certificate inventory to DTC\ Redemption Department at: Fax: (212) 709-1560 or 1625.
Alternatively, agentS may use DTC's Redemption Payment Summary Rerum (RPSR) PTS
function to recurn RPS fomIs.
5. Securities with Put FeatUres
For new issues of pUt securities, DTC requires that agenes supply a Letter of RepresentatiO1ZS
for each issue, wherein me agent agrees that DTC can use its put opêon procedures to
submit tenders of the security to the agent. The Letter of RepnsentatiO1ZS must be provided
before the issue ....ill be made eligible. Preprinted forms of Letters of Representation! can be
obtained by calling (212) 898.3211.
If the ÌIldencure of an issue with a put option pennits exercise of a put on a daily, weekly, or
monthly basis, DTC will accept the issue for eligibility only if the put is exercisable by means
of DTC's deliver order capability. If the issue has several modes (as is the C'olse wíth municipal
variable-rate demand obligations and similar instrwnents), this requirement applies only to
modes pemútting exercise of me put on a monthly or more frequent basis.
.
Except as provided in the preceding paragraph, DTC requires that tender age,nts agTee that
exercises of optional put provisions may be satisfied by means of a book-entry élelivery to the
account of the tender agent maintained by DTC, in accordance with the provisions of DTC's
put option procedures, without the necessity for ph}'5ical presentation of the securities fa the
tender agent on or prior to the deadline for receipt of the put exercise instruCtÍons. DTC
requires tender agentS to agTee that securities that are to be remarketed and that are tendered
under DTC's put option procedures will be delivered by book-entry from the account
maintained for the tender agent to the account of the remarketing agent, in lieu of physic-al
present2tion, for purposes of the remarketing distribution. The fòregoìng is not intended to
preclude subsequent presentation of physical securities for purposC$ of reis,suance of
certificates. (See also, Section 7 - Hard Copy Documentation,)
DTC requires tender agenTS to agree to meet standards for put notificarions (specified in
Exhibit B) as they apply to notifications to depositories and to the extent that they are not
superseded by any other OA standards or Letters of Representations.
For issues of mortgage-backed securities with put featUres, the issuer's agent ~ees CD the use
of and adherence to the guidelines as outlined in DTC's automated put (APUT) program.
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6. Convertible IssuesIWaITants
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DTC requires the conversíonlwarT2nt agent to agree rhat me requirement for presentation
of convertible securities or warrantS on exercise may lx: ~aù~fied by a book-cntry dclivcry of
convertible :lcc;uritic:J ur warrant' to an Gccounc maintained by DTC for the c=onver-
sion!WSlT~t exercise ¡gent u,iÙ\ollt thE". np.ces.lõiry for physical presemadon of the security for
purposes of any expiration of the c:onvenion/wal'tant or completion of the conversion!
warrant exercise prior to a record date for any disaibution on the underlying security. Agen"
mullt agree th2t there will be no need to present physical securldes by expiration date or
record date. DTC require) that con'icrsion/warrant exercise agcnts agree to meet the
following standards for notifico.tions for 311 new issues of convertible 5eC'Uririe.s or Wltmtnrs to
be m2de DTC-eligihle:
a) DTC muSt he notified in writing of 8lD' change to the terms of a conversion pri~ilc:~ or
wmant. Sul.:h noLÎccs must be sent to DTC in ¡ IÇau'C fashion (that is, Illegible f:aœimi1e
transmission, registered or certified m2.il, or overnight delivery "ervir.~) :Inn mu.cn: be sent to:
The Depository 1Ì'USt Company
, 7 Hanover Square, 23rd Floor
, New York, NY 10004
Arrention: Manager, Reorg-anization DcparUutlll
Fax; (212) 109-1093 or 1094
b) Notices of changes to the: tem\$ of 0 conversion privilege or wllmnt (other than a notiC'.t". of
an eXtension to 2 wamnt expiration date) must be received not less than 30 days prior lu
the effecriveness of such cl1anJ{c. Notice of an cXtcrnion to a warnnt expiration dnte must
be received as promptly ItS possible, but in no eVent 12œr thm 30 d~ys :1ftt.r the nriginal
exp;r:lrion ci:lre.
c) All notice'S mlm ht'. de:¡rly identified as relating to a conversion or warrant c:.u:rcise. All
notices must set funh ÙIC CUSIP numbcr(s) of the sccurity(ics) to which they relAte, and
must state the terms of the conversion privilege or WllrrQnt per $1,0110 of convertible
ciehenmre.c; or notes, or per each convertible preferred share or warrant,
d) T1Tr. requires that the issuer of a walTfnt or the warrant exercise age~t, on the ad..;ce of
the is:¡uc:r, aJ{fte lO provide the following notifications to DTC in a secure nwmer:
1) that the SEC l'e~i~L1¡¡ùon of the: underlying securities has been reactÌ\'ated following a
period during wnìch it had lapsed, and
2) thot the warr311t h~ expired and the cen:inc:nes e\idencing rhe w:!rr:;¡n~ :¡re valueless,
(This notification will be provided not later than 30 days following the Çx~ir-düon of thc
wamull.)
DTC rC:l uCSl! Ù1at the Wucr or the undenmter identify the name(s) and phone number(s) of
Q cont:1ct or cont:lctS at the converçionlwl1rr11nt eJCercise IIgent wim whom DTC can arrange
eligibility of the security for Irs conversionslwarram exercise: prO (TdJu.
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7. HanJ-Cupy Du~:umentadun
~or :all new issues to be made DTC eligible, there should Ix: no requirement for submitting
hard-copy supporting cioC'.lImentJUinn cor1C'urrently ...,.ith 2ny instructions submitted br
Pan:icipan~ under a special recu'glLluzaûon fc::oI.ture of the issue. (For example, DTC will not
accept an issue of put bonds with II requirement for submission of a death certificate
concurrently with an exercise instruction on a ~-callett "death put" provision.) In lieu of the
hard-co~ ~upporting documentation, DTC PankipanQj m~"t provide a represenciUÍon over
DTC's PTS nctWOrJ¿ that the instruction qualiñcs under the special reorganization featUre.
DTC~ rules proVide thar, upon request, the Participant may subsequently he required to
provide a COp). of the hard-copy documcntation and ùlal any pl"U(;ccds paid ro the: Participant
under the special reorpnization lettUre will be deducted from the Pa.rtic:ipanö account if the
Participant fails to respond to the request.
8. Issues with Monthly Optional Redemptions
DTC wiU consider for digibility a new issue uf rc)('incrcù sc,-"Urities containing provisions for,
monthly optional redemptions by the issuer only if the issue is brought to market in BEe
ronn and DTC is in receipt of a Letter of Repr~entaûons prior to the clo.~ng.
OTIŒR.
Owl1cr.slúp Rcscrict,jolls
In certAin special œses issuers may seek to restrict the maximum amount of an outstanding
security an individual owner may acquire, or to prevent ITAMfeMõ to cernil) C2tegories of
investors, In these casts, DTC must oblain r1"UIl1 Ult: j~sut:r writtt:n assurances that these
restriction; will not be enforced ngginn DTC or Cede &: Co.
In certain cases there m2Y be restrictions on the qU3ntity of Q security that can be owned by a
defined category of investors (for example. persons who are not U.s. citÌ7,en~. peMõnn~ who
arc nationals of a particular country). DTC may require ù1e use or i~ "Sc:grc:gaåon Accow1t
1 nn" I"tngr:¡m for Issues \l,ith such rerotrict:ions before nuking them eligible.
The transfer agent for an issue agrees Wt it will accept withdl"3wClls by t:rnnsfer ~s) &om
DTC Without hard-copy certification of information on the starns of the tTan~fert'~ in
relation to the ownership restrictions. Thc ai"cnt a¡rees to accept dlC)e ~c:r¡jfi(;aÚOIlS
eleCtronically l1..ing J ). 'U: r1ormal wr process,
JIArti~ipants And others wishing to discuss these arrangements :ire encouNged to
call their Participant Services representative or Vmcent A. Mauro, VIce President.
lit, (212) SS8.8101.
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~ REDEMPTION CALL NOTICE MANIFEST
ID T~I DI~O f!Ory TrUSI 'ompl~'
O&TE
TRUSTEE -
CHECK ONE
¡: MUNICIPAL
0 CORPO~ATE
")I<"'^'.I>NO""",WI"","'II', I ^N"JVI^!""<t"~"'AII ~.tJfV'CI
,,0< w",",11 ",!> """ '"
THE DEPOSITORY TRUST COMPANY
CALL NOTIFICATION
III STEWART "IJENUf
GARDEN CITY, N,'(, 11530
ENCLOSED ARE THF FOLLOWING REDEMPTION NOTICE:i
8
ITEIII5 =~f!~ !Slur D5CC.IPTION LIST CUIIPS
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, COPT 1 - R~TURN 10 ore
COPY Z - RETURN TO erc
COf"(:I . TRUSTEE RETAINS
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EXHIBIT A
I'rANDAItD nMI 'IAMI.
Tnftrmatinn and Maw'¡ols Nel!drd by in C to Process an
Underwriting and Nutifý DTC P/J7'IÙ'iþulll~ ill u Timcly Fasl;¡'oll
~eeded
"reliminary offering statement or information
usl.Iill)" contained in the prçliminary offering
,~rement (tOr example. issue name. denomination.
pa);ng agent, transfer agent, undçrwritçr [if
knownJ. whether multi-purpose. whether it has
put options/tender teat'Urcs) and an Eligibility
QI1f'.~rionnllire.
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Idemity of the lead underwriter (nurlllally
identified from the preliminuy offering
statement in nejotiltted deals; identification
must be available Ot this 6even-d3Y point for
competitive deals),
CUSIP number and princi~al aUlOum per
CUSlP.
Inrl!r~~r r:lrf'.~ linn maturity date~.
Time FrJJ11e
At least /0 business days prior to the closing date.
(See Note, below)
Ar JeJI.~.reven bu.~ days prior to the closing date.
Receipt of St,,"Uritic~.
Closing infomminn,
Dy H)(¡11 ET on the bwineS5 day prior to closing
datt',
The underwriter and trUstee must nodfv D1'C
of the issue's closing by 1:15 p.m. ET. R:equests
for extensions to 1:45 p,m. ET for issues 0($100
tNllion or more muse be received by 1 p.m. [T.
Nore, Municipal Securities R.ulemalång Baud (MSRB) Rult G.l~ rPl'Jl1irp~ underwrifers fO apply for depository
eligibility fur a ne:'" inue: uf 'e~ul'iLic:) ..id1Ín one busincSf day of either the: award from the issuer or after the
I!I:ce1Irion of the contraCt to purchase the seC\J.rities ITom the ISSUer, DTC understands that In the Vast majorIty of
cases eiÚler of these eVentS OCcurs in time 'to meet this lO.b1Jsiness-day mnd~rri, DTC". \1,;11, hnwe\'er, \/oInrk with,
underwriters when Û\ese eVentS occur less than 10 business Jay, priul' tV ÙII: dosing darc,
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EXHIBIT B
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"ANDARDI .01 "' NOnJlUftONI
1. Definitions
II) Optìonal Put-A provision under which the security holder may elect to have the 5e~:urity
rcpaid at the stated put price after gh-ing notice to th.c te.nder agent within the required
notification period. Penlon¡ not giving notice retain the se.curity,
b) Mmd.:1tory Put-A provision under which all holders of the securiries are "ol.~hf'.ti nur" Qt
the stued put price On the payment date. Holders m:l.Y have the right to retain their
securities,
ç) RiJ{hllO Rew.n-A provision under which the holder of a sec:urity subject to a mnndatory
put may elect to retain the security under its new rermç alter :I m:lnnlltnry put, upon the
holder providin¡ nodce within the required nodficadon period. If :such nuti¡,;c 13 provided,
the holder retains ownership of the securit), (but mAY be required to exchange the
certific2te Ul\der the indentUr{' pro\;$;nn~) IInner it!¡ new terms and is not "cashed out," In
certain limited cases the retention insa-ut:èon may lx: wudiLional on the new terms that
apply to the security after the mandatory put date.
d) Rdinquislunent-A pro"ision undcr which the holder of a security may elect to give up
the optional right to put securities. J.lelin'111i~hmen~ \l.~ual1y are provided on issues on
which the holder pays a fee (typically dt:du~tc:d m.,m Ùlt: interest payment) for an optiona.l
put. A holdçr relinquishing this right receives the interest payment from which the put fee
otherwise would h¡¡ve be!!'" rll".rll1ctt!d.
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e) Put Exercise InstTllC'tÍon-Thf'. notice nf election to tender or eleCtion to retain. or other
instructions or direCtions giyc:n by the: se:l:w'ity holder. as required, to the appointed tender
agent at it:¡ designated office, Utually in :¡dv:mce of submission of 2ctU2l serunries,
f) Concurrent Partial Redemption .-A pnrtial c:ùI of securities of the same issue when the
payment dare, tor the c:l1I is the ~lIme as, or nearly the same as. the payment date for ar.y pUt
exercise insa-ucdon.
2. Initial Notices
a) Contcnt-A notice of the availability of an optional put or exercise of c m:l1'id3tory put
should conuin ill information relevant ro s1.lch pl1~ inr.lnciing, at a minimum, the following:
1) The CUSIP number of the issue to whkh it rp.l~re.~;
2) Deserìptive inform2cion that accurately jdentifif',~ the puttahle security (including
identification of che interest I'1lte. or chat the m:urity j~ a variablc:-rd.le security, if that is
the case) and the stated maN.IÌty date of the security;
3) Clear identification of the type of put pro\;sion involved (such C1S whether the provision
is 2n oprion~l put, a mand:ttory pile wirh right to retain, a mandatolj' put with a
condldonal right ro reC1in, a mandatory pUt with 110 rigllL lO retain, a rdinquislunent of
put right:>, or other provision);
4) The first and last date, if applicable, including cutoff rimes QIld I1pplicable time zones, for
rnbmission of pm eY~rris~ ;n~lT'Itmon~;
(::
5) 'I 'hI! first and last date. if ~ppJiN ,*-, inducting cutofftimt'3 and applicable time zones. for
submission of securities;
6) The namés and addresses for delivery by hand ur moW of put exercise instructions and
securities to the appropriate pllrties, including n:tmes and addresses of the tender Agent'
and, if appropri:1te, the rem~rJ.:erjng agent;
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7) If a mode change will occur in COMectÏon with the put, the proposed description, if
k"nown, of the ~ecuritie!; to be reissued follo~ing me mode change -and. where applicable
and if avail~blc: Illlll~ Lime of the noticc, the CUSIP number as3igncd to such 5ccuritics; .
8) The: Ùlltc un ",lùch proceeds rcsulting from the cxerc:i3e of the put pro,ision will be paid,
the rate or rotes at which interest will be pgid after the put date (if D.vaila.ble at the time of
the nnbœ). the manner in which funds Will be paid (for examl'le. by check or wire, in
nc:xt-d..y Or Fed fWlds) or, if no proceeds will be paid (for examplc, on a relinquishment),
the date on which the wtnJctioJU provided will 1:.11.' efft"mvp.;
9) If n concurrent p:1rt:i:al redemption is occurring on the issue. a. statement of thIn f:¡r:r¡
10) Logistics with reprd to guaranteed deliveries, if applicable;
11) If the put occurs on a reRUlarly scheduled cycle, a statement that the put shall be available
nn a regularly scheduleà cycle. and the cycle on which it will be available (for example,
"sclI1i-alulually on February 1-15 and August 1-1S")¡
12} Fur ÙIOS4: ~ss!Jes that provide for P.~t exer~~e ins~~tion5 ~o be submitte~ sep.arately
. from subnusslon of the actual secunnes, a lisang of ll1torm2t1on to be 1'ubnutted 1n such
put exercise instructions. includJn¡ CUSIP number, amount tendered, taxpayer I.D.,
, amount to be reissued, and reissuantC mstruCt:Ìons if applic:able¡
13) A lisú.ng of in£offi1ation to be submitted ",;m ddivçl)" of the actual $ecuritieG, including
CUSIP number. Amount tendered, t2Xp2yer l.D., amount to he rf'.i~~l1ed, rei~rn:lnce
instruCtions. if applicable. and put exercise instruCtions if not submitted scp,amdYi
14) A recommendation that put exercise instruCtions be sent to the tender agent by the
fanest possible means (cither b)" hand, courier, overnight delh'ery, or facsimile
transmission);
1 S) A statement that put exercise instructions are irrev~ hie, if SlppliC$lhle;
16) A recommenduion thl~ the party rendt'.ring cl".l'.lIririec provide. along with the put
exercise instructions, the name. address, and telephone nwlluc:r uf ~ \:Ullla(:l individual
representing the tendering party¡
17) Any other information deemed relevant by the agent,
b} Tuning-Notice a! described in 2 a. abo,"c ,hould be gi\'en to DTC at least 15 dnys prior
to the first date for submission of put exercise inst'nlC'nonç,
3, Notice on Periodic Put Provisions
a) The notice deScribed in 2 a, above should be sent to DTC with respect to all "one-rime-
only" PUt5 and all puts occurring on a regular quarterly. gemi-annuaJ, annual, or less
frequent cycle.
b) For puts eM! occur on a regula.r monthly or mnrl". freq11ent C}I"de. notice should he sent to
DTC OIÙY prior to the first dare on which the put 0<.:\,;\10. Such UOlÍt::es need only be scnt
annually thereafter, provided, however, that Q notice be sent if there is a change in the
ope~rio":l1 f('.rm~ of me put prnvi!llion (for example. a change from an optional pUt to a
mandatcl}' put).
4. .\ddidonal and Follow-L'p Notices
a) Prior to Exercise and Payment-1£, after ~ a notice as described in 2 :1., the tender
agent determines or is Advised th:1f :ldrlirinnal Infnrmation is required to process put
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exercise instructions or payment of proceeds, the tender agent should send a follow-up
notice. Such notice should be sent to DTC at le~st 10 aays before the bst due for
submission of put exercise instructions or five days prIor to the dare for payment of
)ruL:èt:ds, whiche..er is ii Jplicable, This notice: mwt state the information specified in items
1, 2, 3, and 4 or 8, whichever is applicable, of 2 a. above, and must state the additional
necessary infonnation.
h) After the Exercise and Payment-For a mandatory pUt in which a holder has neither
CAen::ised its right to retain nor submitted the sec:uriti~ for payment, a second notice of the
mandatory pUt should be sent to such holder within 60 days following the'. p::¡ymt>.nr date.
S. Notice of Concurrent Panial Redemption
If a (".OnCIIlTP.nr partial renemption occurs, the notice described in 2 3, should so stare, and the '
pulJ1i~1ILiou Or mailing dale of the call DoriCe: should be at least tWo weeks prior to the
commencement of the period for submission of put exercise instrucrions. If possible, 11 ('opy
of the call norice should be included with the mailing of the notice described in 2 a.
6. ,\:Vam.ing on En...'clopc:
On each envelope oonœining a put provisions notiu:: shoulJ t.c lJrùlled a warning stating
"IMPORTANT FINhNCIAL INFORMATION ENCLOSED," or "IMPORTANT NOTICE
EN(".T ,O~F.f)." or "RFDFMPTION OR PUT NOTICE ENCLOSU),"
&
,. Noûcc to L1Íonnation Scrviccs
All notices regarding put pro.."isjons should be sent on a "best effom" basis to one or more
information set";ccs of national recognition that disseminate put bond norices.
~. 'N"ðt'ir.e to De{\o"irnrie(
Issuers should send notices reg-arding put provisions in secured &sruon (that is, by registe,red
or certified mail, overnight express mail. or facsimile transmission) to the three registered
liecw'iclcs depositories at the add~55e$ shown below:
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004
¡fnrnriO1l: Put Bonds Section, Reorganization Departmc:nt
Phone: (212) 709-1470
Fax: (212) 7(W-f\!<¡;~
()
Midwest See-mines '1"-1$[ (:r:1.
NodfiC2tion Deparonenr, 7th floor
440 S. LoSnlle Street
One Financial Place
Chic1I :(U, IL 60626
Phone: (312) 663-2222
Fax: (312) 663-2960
PhHadelplùa Depository Trost Company
1900 Market Street, 2nd Floor
Philadelphla, PA 19103
Arrmrioll: ReorganJladon Department
Phone; (215) 496-5008
Fax: (215) 496-5514
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ITAHDAIDI '°1 PRINCIPAl. AND INCOMI (P&I) PAYMINTt
Beginning JAnuary 1, 1995, the following Principal and Income (P&I) paymenr srandank
incorporating the Guidelines published by the U.S. Wol'kil1g Committce of the Group of TJùrty
ilnd clldoncd by variou, 3ccuricies industry groups will become 11 PQrt of DTC's income ~d
reorganization/redemption paymentS stând:1rds,
. EffeCtiye January 1, 1995, all ne~' issuc~ mu:st !IIct\. depository-eligibility requiremen~ and must'
be sl.ructured $0 that all pa)ment3 to depositories of principal and income arc made in s3.mc-day
funds on payment date by 2:30 p.m. IT Such issues C9Il be œrtifi~fed or in Hoolc-1':ntry-Only
(BEO) form. Underu'riters m\1n v..'ork with i~suers to structure each new issue to meet
depository-eligibility criteria.
~
. Effective for paymentl made on and after Januuy I, 1995, pRying Agent!!. on III depmitory-
eligible issues already omstanding mmt pay DTC all principal and income paymentS on such
issues in same-day funds on payment date by 2:30 p.rn, ET, according tU c.x.i~ti.n~ aml.ngemems
betWeen the payÎI1!{ agclll aJlJ DTc. Recognizing that paying agents for certain issues may need
to moclif). their current business IlrTllngemencs to 3CCOunt for this change, DTC will continue to
pay the S3me rebate (through July 31 1996) to paying agents t'h::ar rhey now realize as :I result of
their paying municipal interest and municipal and corporate redemption payments to DTC in
same-day funds on payment date.
. Once DTC converts to same-day funds settlement for all security tT':m~acrinn!!, DTC will not
have invt:'sTmf'.nr timrl~ :lV11i1ahle for rebates to paying agents, since DTC Intends to make all
payments on payment date in same-day funds. Re(;o~ÚnK lhil.l Pan.icipa,nts will benefit by
n:l:civillg al! their expected payment! in same-day funds on papnent date, DTC will eho.rge
Partic:ipant$, in proportion CO their holdings in each issue for which a rebate ~pplies, the timrl~
needed to pay the rebate. EfleC"tÍve tor paymén~ mAne on or after August 1, 1996. these rebates
to paying agent5 ~il! end.
This stnncb.rd does not apply to existing payments of corporate interest', dividend, and
reorgl1niz::r.tion in which the paying agent already pays DTC in same-day funds on
pa)ment date. Such payments are not subjeCt to interest.earnings rebates. Tlùs standaltJ
does, however, require: t.h..t. lOO'Yo of corporate: interest, dividend and reorganization
payments be paid to DTC on the p"'yment d4te in same-day funds by 2:30 p.m. ET.
. Paying agentS must provide DTC no later than noon ET on the pa}'mc:nc J:nc::, CUSIP numbers
for each is~uc fur which JaYlIlem is being scnt, as well as the dollar amount of the pa)mcnt for
cach issue. NorifÌeaåon of payment det:lils should be made using :automated communic30ons.
°Tbt !!41Jd¡¡rds art codifitd btrt as appiitabf.t fa plZymt1lfJ gt1le'fIlUy and pgymrm " III DTC Jp_âft,¡Uj.
c
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APPENDIX A - Book-Entry-OJùy (BEO) Securities
DTC seeks from issuers a Blanket Issuer Letter of Represencadons whereby the issuer agrees tel
comply with requirement; stated in these OpcrationRI ArrRngcmffltI, as they may be amended from
time to rimp, DTC reC]llire~ th:lt it receive !iaid letter only once from an i~!iller for :111 i~ fnnlre
issues disrributc:ù through DTc. (plt~c: refer to pa){t 23 fur a liamplt Blankct ~Utr Lc:ttc:r of
Representations.)
The standards found in this Appendix A, ønd in other BEO Appendices listing Ilddicionlll
~t::Inrl¡mf.~ nf'.c',f'.~c;:lry rn acirlress specific is,slle types, mirror the c;ran(!:Irrl~ reprec;enrl'.n Tn OTC". in irs
prc:printtJ L/ftrn- u( RrþrlmmturilJllJ'.
The fullowin!{ scanùanh apply tv all BEa i~ue:~:
I. On~ ful1y-reg;!;ter~d Security certificate will he i!lmed fur [each i~que o~ the Secnritie.¡¡, [each]
in the: a~~n::~alc: prilldpal iflllUUnl uf sul:h i~)uc::, am..! will be: ùe:pusite:J with DTC. (If,
however, the :lggreg:1te princ:ip31 :lmount of [:my] issue exceeds $200 million, one cercific:1te
will be issued with respect to each $200 million of principal amount and an additional
certificate ",ill be: issued with resrect to any ~maining principal amount of such issue.] Each
S2oo million bond certificate wi! bel1r the follov.-ing legend:
LJn]p.~~ thi~ r.errifì('Jlte ;~ pre~enterl hyan anthori7.erl repre~ent1lrive of The TJepo~jrnry Tnm
Company, a New York ~urpur.ll:iun ("DTC") LU i~ucr ur its ag-em fur reg1:;tnDuIl uf transfer,
exch3nge, or papnent and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any payment is
made 1.0 Cede 8: Co. or to such other entry as is requested by an autho¿'izcd representative of
DTC), ANY TRANSFtR, PLEDGE, OR OTHER USE HERtOF FOR VALUE OR
OTI-IERV\lSE BY OR TO ANY PERSON IS \VRONGF1JL inasmuch as the registered owner
hereof, Cede & Co., ha3 an interest herein.
2. In the event of a redemption, acceleration. or any other similar tronsacrion (for example, n
tender made and accepted in re,çpon~e to i!;!;uer's or agent'~ invitation) nece~~jtating a
redu,uou ill ùle aggl'cg-alc prindEtf al!lowH of bonds QUI.:il,auding Or au aJVClJ.l'C rcfwldiug of
part of the bonds outst!Jnding, DTC, in itS discretion: (11) ml1y request issuer or agent to issue
and authenticate a new bond certificate or'(b) may make an appropriate notation on the bond
certificate indicating the date and amount of such reduction in principal except in the case of
final matUrity, in which case the certificate will be presented to issuer or agent prior to
payment if required.
3. DTC may direct issuer or 'agent to USe any othcr telephone number or address as Ù1C number
or address to which notices or payments of interest 0 principal may be sent.
4. In the event that issuer detennines that beneficia] owners of bonds shall be able to obtain
certificated bonds, issuel or agelll shall noúfj' DTC of ùle ilva.ilabllily uf bond ¡;;enilkal.es. 11
such event, issuer or agent snl1l1 issue, tr9.nsfer and exchange bond certificates in appropriate
amountS, as required by DTC and others.
5. DTC may disCOHl.illue: pruviJing- i~ :;e:rvÏl:e::s a~ ~c<.:uritics Je:pusitury with respc:<.:t to the
bonds at any rime by giving reasonable notice to issuer or øgent (elt which time DTC will
cont1nn with issuer or agent the aggregate principal amount of bonds outStanding). Under
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such rircnm!õrances. at DTC's request issuer and agent shall cooperate fully with DTC b}'
akin { apprOl!rialt: acLÍull to make a"-ailablc one: or more stearate ccrrificates e\idenc:ing
bondS to any DTC Participant having bonds credited to its in c..: :U':~Ol1n~,
6. Nothing herein shall be dt'.t.mp.d to require agent to advance funds on behalf of issuer.
7. Issuer: (a) understands that DTC has no obligadon to, amI wil111Ul, COIlUllunicatc to it!!
Participants or to any pçnon having I1J1 interest in the securities ~>' infonn:¡rion contQined in
the security certi6cate(s) and (b) \r.lmnwlectges that neither ParticipantS nor any person
having an interest in the securiric:s shall be decmed to have noùce of thc provisions of the
security œni&c:ate(s) by virtUe of submission of such certiSC3te{S) to DTC.
S. Issuer, remarlœting agent, tender agent, paying agent, or trustee sending notices or requests
to DTC shall have a method to verify subsequently the use of. the:: lIIe¡U13 LO deliver such
notices and requestS to DTC, and timeliness of receipt of them by DTc.
In conjunction with the Blanket Issuer Letter of Represenradons. issuers through coW1Sel. may
wish to add ~tandard language for ce1UÌn sitUations - and as needed it may be submitted os a rider
to the B!:I,nket Issuer Letter of Representations. These riders will :lpply foT' Ill fnnJre is.~ues with
similar processing traits.
Note. In lieu of a Blanket Issuer Letter of Representations, DTC n:~ui 'c~ ~hu it receive: a se:pantc Leeter of
Rf'.I'I'P_.~nrarinn.~ tin DTC's preprinted Conn prior [0 each BJ::O issue's beinr made elrg1bJe.
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II
Blanket Issuer Letter of Representations
[To be Cumpleted by Issuer)
[Nßm.. nf 1~~II"r)
[Date)
Attention: UndelWlitin¡ Department - EII¡tblllty
The Depository Trust Compan,'
55 Water Street: 50th Floor
!\iewYork. NY 10041-0099
Ladies and Gentlemen:
This letter ,P.t~ forth ollr IIncif".~tanding with respect to all issues (the "Securities") that Issuer
,hall request be mnde eligible ror deposit by The Depository Trust Company ("OTe.;"),
To induce DrC to accept the Securiti~s as di~iLIC' [or deposit at DrC. ~d to act in accordance
With DIGs Rules With respect to the Securities. Issuer represents to DTC that Inuer will comply
with the requirements stated In DTC~ °pp-rAtioMI Arrangp.ments. as they may be amended from
time to time.
Note:
Schedule A cont"in~ ~t..tc:mcnu that DTC bdk..C's
~ratel)' descnbe OTC, the method of r:ffr:~'tJJ K buuk.
enay rransfel"l of 5ecuriti~s distributed through DTC, and
C!e~Í1in reh\t{'c! m~tt"n
Very truly )'ours,
(1.."1:1 )
By,
, (Alltftorizeå Officer'. Si~lIhll")
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By.
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SCHEOUI ,I-: A
SAMPI.E OI'1"UUNG DOCUMENT LANGUAGE
U.t;~CIUtHNG BOOK-ENTI\Y.ONLY ISSVANCE
(PrepaTed by DTC-braclcçtçd materiallftAY be applicable only to certain l..u~.)
1. The Depository Trust Company ("DTC"), Ncw York, NY, will act as securities depo3itor)' for thc
securities (the "Securitie$"). The Securities will be issued as full}"-rllgist~rad securities regiitered in the
n¡¡.mc of Cede & Co, (DTC'¡ partnership nominee). One fully. registered Sec1Irity r.p.rtitì"-ate will be
issued for [each issue ot) th... S~u;tif'.,~, [each] In the aggregate prinCipal amount of such issue. and will
be deposited With DTC, fIf. however, the aggregate princlplil amoullt uf (!illY] b,ue exceeds $200
million. Ullt: ct:fUllcate will be issued with respect to each $200 million of principal a.mount and an
additionaJ certificate \\;11 bc Issucd with respect to:1t\y remaining principal ;'lmount of such isslJ"']
2. UTC is a limited-purpose trust company organized under the New York BankillX u.w, a "banking
organization" within tht:! J ~aIlil1~ uf the New York Danking Low, a member of the Federal Rescrve
SY3tem, a "clearing corporation" within the meaning of the New York Unifonn Commercial Code, and a
"clellring agency" registered pursuant to the provisions of Sectil)n 17 A of thP. SflC'.lIritif'.!I Exchange Act of
1934, DTC holr1( (P.C'.lIritif'.~ that its participants ¡"Participants") deposit With DTC. DTC also factlleat!:'!
the settlement among Participants of securtt1es transactions, sut:]¡ lIS tr~mft:r:J wid pledges, in dcpo3ited
)t::t:uriLié's Lhrou¡¡;h electronic computerized book-entry çhongcs in Pllrticipa.nts' o.ccounts, thereby
eliminating the need for physicnl movement of securities certiflcQtes. Direct Participants in""Hip.
securities broken and del1lers, banks, tnut rt:lm[lAni,.¡¡, df'.aring corporations. and certain other
nrgAni7.atiom, UTC Is owned by a number of its Direct Participants and by the New York Stoll
Exchange, Inc" the Amt:!r1c.:íiIl Stock E)\~:IICLI ¡;I:, In"" and the National As50dation of Sccur1tk~ Dcolcrs,
1 Ill; , AI:.'Ct:ss Lo the DTC S)'3tcm is also aYailable to other:¡ such ns securities brokers and dealers, banks,
and tmst companies thClt de:1/' through or maintllin :I custodial relationship with ~ niTPd Pru1'ic:ipant.
either directly or indirectly ("Tnrli1'f'.~t Participants~). The Mules applicable to DTC and its Partldpants
are on fIlc with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through Direct PArtiC'.ipant.~,
whk,h will r@cfi'ivE' a credit for thp S"~lIriti,.¡¡ on DTC"~ records, The ownership interest of each actual
plln:hascor of each Security ('"Bc'I1cficial Owner") is in tum to be recorded on th~ Dir~d tlJlJ Indirecl
Participants' æt:onh. Bcm:fu.:Í¡t] Owners will not rt:c.:cive written conflrmation from DTC of their
purchli.Sc, but BeneficiaJ OwTler, arc cxpcctcd to receive written confìrmations pro'ic:üng details of the
tran$o.ction, Il£ well as pcriodk' ~t¡¡tt'nlf'.nts of their holdings, From thp Dirf'.ct or Indirect Participant
through whl~h thp. Rpnf'.tìr.iaJ (>wner entered into the transaction, lransfers of O'Al1ershlp Imerests In the
Securities are to be accomplished by entries made on t}¡~ ùuuk) uf Pi1rtic:ipanls acting on behalf of
Ben~ficial O..\/ners, Beneficial ~Tlers will not receive certiflcates representing their ownership interests
in Securities. C1CcCpt in the event thILt use of the book-entry' system for the S!.>curities is di~('()ntin'IPrl,
4. To facilitate subsequent transfers, all Securtt1es dep()~it~J by PtlJ1.idpou,ls ",1Ùl DTC are regbtcred
III tlae:: lJ...me or DTC's partnership nominee, Cede & Co, The deposit of Securities with DTC and their
registration in the name of Cede &: Co, effect no change in beneficial ownership, nTr: has nr)'
knowledge of the actual Bene.fìdal Ownpr¡¡ of thf'. Securities: UT(;,s records reflect only the identity of
the Direct Participants to whose accounts such Securities Ilre credIted, which mayor may nuL be:: the
Beneficial Owners, The PartidpaIlts will rem~n responsible for keepIng account of their holdings on
behalf of their çu,~torncrs,
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5. Conveyance of notices and other commllnl('M;nm by UTC to Direct ParticipantS, by Dlr~ct
Pluticíp<U1ts to IndirPl't P~rtidrants. iiI'Id by Direct Participants and Imlir~t Parûdpanls to De-nc:'flcial
Owners will be governed by arranJ1;~ J cllb lillIUlIg them, ~ubject to any 3tatutory or regulatory
requIrements II.S IllIIY be: ill ~rrt'c,t from time to time,
[8. Redemption nol̜~ ~hBlI hf.. sent to Cede lie Co, If less than all of the Securitie~ will)! } an issue are
being redeemed. DTC's practiCe Is to det~rrllille Ly lol the amount of the interest of ellch Direct
Part1clpaIlt ill ~uch h~ut' to be- redeemed,]
7, Neither DTC nor Cf:'dp h Co. will consent or vote 'With respect to Securities, Unù~r il~ usual
rrlY'.pcillrf'.~, UTC mails an Omnibus Proxy to the Issuer a¡; soon as possIble after the record datc, The
Omnihu5 Proxy assigns Cede & Co.'! consenting or voting rights to those Direct Participants to whos@
account3 the SecuritiC$ arc credited on the reoord date (Identifl@d in a li~t-ing IIl'tached to the Omnibus
Proxy).
~. Prin(:ipaJ tU'ld Interest paYJllr:[ I~ vn the Securities ",-ill be made to DTc. DTCs praotfee is to credit
Direcl Pa¡"ticipant3' accounts on Pll)"llblc date in Qccordance \.VÌth their c@~pecti""e holrling~ ~hnwn on
DTC's records unless DTC has reason to hl".lip.vP. that it lJ.ill not receive payment on payable date,
Payments b)' ParticipAnts to Hf'.rl(;ficial Owners will be governed by standing Instru(.'ti()m allJ cuslol113.lY
practices. as is the case With securtt1es held for th~ aL"\.'UUlIl, o[ customen in bearer form or registered in
"street narn~," IIJlÙ wi!! Lc: lh~ respomibility of such Participililt IlIld not of DTC, the Agent, or the
Issuer, subjcct to (in)' statutory or regulatory requirements IH mSlY hflt in effect from time to time,
Pa)'ment of principal and int@rest to DTr. i~ thp. rt>~ponsibility of the Issuer or the Agent, disbursement
of slid! pR}'mf'.nts to Uirect PartiCipants shall be the responslbll1ty of DTC, I1l1d disbursement of such
payments to the Beneficia) Owners shlill Lc: lllè responsibiUI)' of Direct and Indirect Plll"t1ciPQnts,
[9. A Beneficial O,.I.'ner shall givp noli(~p. to f'.lect to have its Securities purchased or tendered, through
it~ Pllrticipant. to the [TenderlRemarket1ngl Agent, and shall effect delivery of such Securitie~ by clausing
the DireCt Participant to tramf~r tlIt, PClJl.idPdl1t'S int~rcst in the Securitics, on DTC's reoorcls. to the
[TcuJt:t/I\ell1arketing] Agent. The requirement for physioal delivery of Securities in connection with 9-
demand for purchase or a mandatory purchase v.ill be ci~em¡>r! sMisfled when the ownership rights in
the Securities;'ITp tr,lmdi>.lTfI.d hy Direct Participants on DTCs records.] ,
10. DTC may dísccmtinue pro..iding its SCI";CCS as securities depository with resp@ct to th~ Si?'.('l1rilif'!~
at an)' time by giving reasonable notice to the Issuer or the Agpnt Under such circumstances. in the
event that ;I. \1,1 (y'pçmr seC'.llritie~ depository is not obtained, Security certIficates are requireù Iv be
printed and delivered,
11. The Issuer may decide to discontinue use of the systfO'm of hook'f'.ntry transfers through DTC (or
a successor SeC\lrlti¡>S rlp¡m~itnry). In that event. Security certificates will be printed and delivered.
U. TIIC information in this section concerning DTC n.nd DTC's book-entry system has been obtained
from sources that the Issuer believes to be reli:l.ble, but the Iss\lpr tllkf'.~ no re~ponsibi1it)' for the
accuracy th@reof.
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APPENDIX B - Variable Rate Demand Obligations (VRDOs)
This section is intended to advise issuers, agents and Pankipants (the parties to the Book-Entry-
Only (BEO) issue) of additional operational requirements necessary to process VRDOs through
the depository.
8
1. In the eVent that certain Securities are not subject to a partial redemption, DTC will exclude
such Securities from its redemption procedures if such exclusion is requested as follows. Such
request shall be in writing and shall contain: (3) certification by Trustee or Issuer that the
principal amount of such Securities is not subject to the parrial redemption and certification
by a cuswdianlDTC Participant that the Participant's position on DTC's records includes
such Securities; and (b) cerrification by Trustee or Issuer that the eleceon to exclude such
Securities from me parrial redemption is authorized under the Document. Such request shall
be sent to DTC's Call Notification Department in the manner indicated on page 11,
paragraph 4b., to !lssur~ that ~uch requ~st is in DTC's possession no later than the dose of
business two business days before the Publication Date of the partial redemption notice.
2, It is understood that for so long as optional tenders of the Securities may be made dajlr'
following same-day or seven-day notice, such tenders will be effected by means of DTCs
Deliver Order Procedures. DTC shall have no responsibility to distribute notices regarding
such oprional tenders, or to ascemin whether any such tender has been made. Except as
otherwise prO\;ded herein, and in accordance \Io1th DTC's procedures for exercise of voting
and consenting rights, the parties hereto acknowledge that so long as Cede & Co, is the sole
record owner of the Securities it shall be entitled to all voting rights applicable to the
Securities and to receive the full amount of all distributions payable 'With respect to the
Securities. The parties acknowledge that DTC shall treat any DTC Participant
("Participam") having Securities credited to its DTC accounts as entitled to the full benefits
of ownership of such Securities even if the credits of Securities to the DTC acêounts of such
Participant result from failures to deliver Securities or improper deliveries of Securities by an
O\lrTIer of Securities subject to tender for purchase, \VlthoUt limiting the generality of the
preceding sentence, me parties acknowledge that DTC shall treat any Participant having
Securities credited to its DTC account5 as entitled to receive distributions and voting right5,
if any, with respect to the Securities and to receive certificates evidencing Securities if such
certificates are to be issued in accordance with paragraphs 4 & 5 of Appendix A. ([he
treatment by DTC of the effectS of the crediting by it of Securities to the accountS of
Participants described in the preceding tWo sentences shall not affect the rights of the parties
hereto ag-ainst any Participant.)
3. It is understood that for so long as optional tenders of the Securities may be made less
frequently than daily following same-day or seven-day notice (e.g., during a monthly,
quarterly, semi-annual, or annual render period) and Cede & Co., as nominee of DTC. or its
registered assigns, as the record owner of Securities, is entitled to render the Securities, such
renders ~'Ìll be effeCted by means of DTC's Pur Opeon Procedures. Under the Put Option
Procedures, DTC will receive during me applicable tender period instructions from its
Participants to tender Securities for purchase. The parties agree that such tenders for
purchase may be made by DTC by means of a book-enay credit of such Securities to the
account of Tender Agem, provided that such credit is made on or before the final day of the
applicable tender period, DTC agTees mat, promptly after the recording of any such book-
entry credit, it will pro",'ide to Tender Agent an Agent Put Daily Activity Report in
accordance \l.ith the Pur Option Procedures, identifying the Securities and the aggregate
principal amount thereof as to which such tenders for purchase have been made.
Trustee or Issuer shall send a notice to DTC regarding such optional tenders of Securities by
hand or by a secure means (e.g" legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to ensure mat such notice is in DTC's possession no
later than the. close of business tWo business days before the Publication Date. The
Publication Date shall be not less than 15 days rrior to the stan of the applicable tender
period. Such notice shall state whether any pima redemption of the Securities is scheduled
to occur during the applicable optional render period.
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If delivered by hand or sent by mail or overnight delivery, such notice shall be sent to:
Supervisor, Put Bond Unit
Reorganization Department
The Depository Trust Company
7 Hanover Square; 23rd Floor
New York, NY 10004-2695
If sent by œlecopy, such notice shall be sent to (212) 709-1093 or (212) 709-1094. Trustee or
Issuer shall confinn DTC's receipt of such telecopy by telephoning (212) 709-1470.
(.,'
For so long as the Securities are SDFS Securities, principal payments (plus accrued interest,
if any) as the result of optional tenders for purchase effeCted by means of DTC's Put Option
Procedures shall be received by DTC on each purchase date in same-day funds in the
manner set forth in the SDFS Paying Agent Operating Procedures., Such payment! shall be
sent in time to be credited to DTC's account at the FRBNY no later than 10:00 a.m, (paying
Agent's local time) on the purchase date or as soon as possible thereafter following Paying
Agent's receipt of funds fiom Issuer. It is understood that: (a) until DTC receives such
paymentS in its FRBNY account, the optionally tendered Securities will remain in Tender
Agent's DTC account; and (b) unless DTC receIves such paymentS in itS FRBNY account by
2;00 p,m, (Eastern TIme), it may be unable to distribUte such payments to DTC ParticipantS
or release the Securities to the Remarketing Agent that same day.
For so long as the Securities are NDFS Securities, principal ~yment:s (plus accrued interest,
if any) as the result of optional tenders for purchase effected means of DTC's Put Option
Procedures shall be received by Cede & Co., as nominee of TC, or it'; registered assigns,
on each purchase date in next-day funds or the equivalent in accordance with existing
arrangements betWeen Tender Agent and DTC. Such payments shall be made 'payable to the
order of Cede & Co. and shall De addressed to Supervisor, Put Bond Unit, Reorganization
Department, as indicated in paragraph 3 above,
4. In the event of a change or proposed change in the interest-rate mode of the Securities from
one variable-rate mode to any other variable-rate mode, or, to a fixed-rate mode, Trustee or
Issuer shall send a notice to DTC of such event specifying, as applicable: (11) the name and
nwnber of the DTC Participant account to which mandatorily tendered Securities are to be
delivered by DTC on the purchase date after DTC receives payment for such Securities; and
(b) the first interest payment date W1der the new mode. Such notice shall be sent to DTC by
a secure means (e.g.. legible telecopy, registered or cerrified mail, overnight delivery) in a
timely manner designed to ensure that such notice is in DTC's possession no later than the
dose of business two business days before the Publication Date. The Publication Date shall
be not less that IS days prior to the expiration date of the period provided for security O~11er
elections to retain Securities as discussed in paragTaph 6. If delivered by hand or sent by mail
or overnight delivery, such notice shall be sent to both:
Manager,VRDO Eligibility Section Supervisor, Put Bond Unit
U ndelWriting Department Reorganization Department
The Depository Trust Company :à. The Depository Trust Company
55 Water Street; 50th Floor 7 Hanover Square; 23rd Floor
New York, NY 10041-0099 New York, NY 10004-2695
If sent by œlecopy, such notice shall be sent to both:
DTC's Underwriting Depamnent ;¡w1;. DTC's Reorganization Department
,at (212) 898-3726 or (212) 344-1531 - at (212) 709-1093 or (212)709-1094
c.
. Begi711li7lg an the day DTC t'tmVt7'tr it; mrlrmf'TIr systems to unJy Sllrltt-dPy funds thest SDFS Paying Agent Operacing
Procedures wiIJ erpirt. A: rhll: rime, these pn'nripoJ P"Y"'mrr shllll be poj¿ to DTC (J&(urding to tbe i~rmJ listed in tbe
Ia.rr pøragraph Dfrhis nmlM 3 by 2:30 p,"'. ET.
03-05-96
¡2:09PM
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Trustee or Issuer shall confirm DTC's receipt of such telecopy by telephoning the
Underwriting Department at (212) 898-3731 and the Reorganization Depanment at (212)
709-1470.
All other notices reg¡.rding the interest rate on the Securities (before and after any change in
the interest-rare mode) shall be delivered to Manager, VRDO Announcement, Dividend
Department.
c
S. In the event of expiration or substitUtion of a facility supporting the Securities (such as a
letter of credit) or non reinstatement of the amount available to pay interest on the Securities
pursuant to such a facility, Trustee or Issuer shall send a notice to DTC of such event
specifying, as applicable, the name and number of the DTC Participant account to which
mandatorily tendered Securities are to be delivered by DTC on the purchase date after DTC
receives payment for such Securities. Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner
designed to ensure that such notice is in DTC's possession no later than the dose of business
tWo business days before the Publication Date or, as applicable, immediately aher Trustee
receives notice that the Securities are subject to acceleration. The Publication Date shall be
not less than 15 days prior to the expiration date of the period provided for security owner
elections to retain Securities as discussed in paragraph 6. Such notice shall be sent to
Supervisor, Put Bond Unit, Reorgmization Departmenr.
6. Where the offering Document provides that the Securities are subjeCt to mandatory tender
except with respect to security owner elections to retain Securities, it is understood that
DTC will use ¡IS Put Option Procedures to process such elections. Under the Put Option
Procedures, DTC will receive instructions during the applicable election period from
Participants to retain Securities. DTC, on behalf of such Participant, will notify Tender
Agent of the aggregate principal amount of Securities that will nor be œnderéd and will be
retained. If the mandatorily tendered Securities are to be replaced with tWo or more issues of
Secwities (the "Replacement Securities"), Tender Agent shall be responsible for allocating
specific Replacement Securities by CUSIP number to the Participants that eleCted to retain
Securities.
In cases in which prior to a mandatory tender, certain Securities are not subject to such
mandatory tender, if requested as follows, DTC will exclude such Securities from its
mandatory render procedures. Such request shall be in writing and, shall contain: (a)
certification by Trustee or Issuer that the principal amount of such Securities is not subject to
the mandatory tender and certification by a custodian/Participant mat the Participant's
position on DTC's records includes such Securities; and (b) certification by Trustee or Issuer
that me election to exclude such Securities from the mandatory cender is authorized under
the Document. Such request shall be sent to Supervisor, Put Bond Unit, Reorganization
Department, in the manner indicated in paragraph 4, above, to ensure that such request is in
DTC's possession no later man the close of business tWo business days before the Publication
Date of the mandatory tender notice.
For so long as the Securiåes are SDFS Securities, principal payments (plus accrued interest,
in any) as the result of mandatory tenders for purchase (including mandatory tenders upon
change in the interest-rate mode of the Securities, or upon expiration, substitUtion, or non-
reinstatement of a facility supporting the Securities) shall be received by DTC on the
purchase date in same-day funds in the manner set forth in the SDFS Paying Agent.
Operating Procedures and described on page 10, paragraph 1 in main body of ON.
For so long as the Securities are NDFS Securities, such principal paymentS shall be received
by DTC on the purchase date in next-day funds in the manner set forth on page 10,
paragraph 1 in main body of OA
(;
. Begin";,,g on the åPy DTC CI7PIvmr ìr:r sertlnnmr synmzs to (]1Ily samt-diry finds the SDFS Paying Agent Operating
Procedures wUI trpirr, At that timt, thm pri1Jôip4J P"ymt71ts shall be p4¡¿ r.o DTC IZ«Urdmg tD the iTUtrllaiON /isred ;" the
next pllrøgrilph of thit StctiO1f 6, .
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Da~:----~~rch 5, 1996
The Dcpusitury Tru3it COIllpllDY
Mr, Vincent A. Mauro
Vice President
S S WArl!r Streer.19th Floor
New York. NY 10041
Dear Mr. Mauro:
ReI OpWtlriona¡ A""""g""""u L"",. of R'Þ"'/rnttltiØf'll
c
From time to time, this organization may be appointed as a trustee, pitying agent, t1'I1nsfer agent,
or an a¡ent in some other capacity for serorities issues that DTC wiU be requested to make
eligible for iQ; services. 'The undersisned confirms that when this orrnizacion acts in one of these
capacities for any such issues, it herebr represents w~ to the extent within its control, it will
comply with the requirements stated in the DTC OpmltirmaJ Ammgemmu memorandwn dAted
December 12. 1994, as they may be amended from time to time.
City of S~f. Ka~g~
h4~
£I
Rodney Franz
(PI- Print Name)
Director of Finance
(ride)
(,
29
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SDFS
t:
SAM~.DAY FUNDS
seTTLEMENT
Paying Agent Operating Procedures
For the U?¡rin$ a/Maturity, Redemption:
And Reorgll1l114tinn PllJ'IIt1Itr to DIT
The pa}irig agent operating procedures below are to be followed when wiring maturity, redemption,
and reorg'llni~ation papncnts to DTC for securities elig;ble in DTC's S1me-D3.r Fund, Settlement
(SDFS) ~}'~tP.m. (They SIre nor. to he followed for securities eligible in DTC s Nexc.Day Funds
SClÙClUèUl :ìY:lLelll.) DTC will include its wirc address in the letter of transmittal that it forwards to
agents with the securities. ,
The paying Clgent will wire fundi to DTC', account (ABA Number 026002066) at the Federal
Reserve Bañk of New York (FRBNY) on payable date. The payment mwst be iumtificu by CUSIP
number, and each wirc will be (or only one CUSIP number. DTC expeCtS receipt of the fUnd, from
agents on The pI~hle date hy 10:00 a.m. (their local time) or as soon as possible thereafter following
tlie ageUl's 1"t:cejpL of funds from the issuer. This should ensure timebness of payment and funds
availability to DTC~ Particip:lnrs.
Fedn;rc ~fes$3gc En?)' Il\structÏons
Reference to the exhibit below will facilitate an understanding of the following inStructions for
maturity, redemption, or reorganization payment:;. The formllt of the instructions confonn; to Fcdwire
,C¡T:tndard~ fnr fuñds transfers. Other fonnats are acceptable as well, However, the data in the Originator
to Bc:ncfic.:iary information (OD!) field, which is needed for DTC processing, mun be included.
SoP\der ABA; 02'000239
Receiver ABA: 026002066
Amount: 25.000,000,00
Nlme: MORGAN NVC
Name: DTC SDFS
Type Code: 1000
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Relerenee NumMr:
n1':\
ORG.T"U:5T Ol-NS.
PRODUCT.CODE: BTR IRl(z
BSK.
8N¡:.DTC
oel..pp All Z345eAB9/003092
881-
INSz
ooe.
RFB..
(
RpC'l'.i,,;ng }bnk AHA ~umher
Enter DTC\ ABA number: 026002066
Receiving Bank Name
Entçr DTC's telegraphic name: DTC SDFS
Originator to Bene6ciary Information (OBI)
In the OHI field of rhe Fer/wiTI'. ~rnlC".rl1rerl format, enter the purpose of the wire. which is either
Prim.ip"l (PPA) Or Principal and ¡merest (PAl), followed by a slash (I), the CUSIP number, another
slash (I), and the parable due (MMDDYY).
For .xample: OBI-123456ABO/O63092
NDtt: Banks mar d9 not use the OBI field of the Fedwire strUctUred fannat may use another fic:lJ.
but must include "OBI" in the information. '.
For eull1ple; DDI.ODI PPAl123456AD91063092 (where "OBI" and "PPA" are separated by one
blank space,)
Other Information
The paying agent bank will complete orner required fields in the Fedwir~ structUreJ formal
aceorâing to the bank's standard procedures.
. Btgirr"Í'III on tb,d4y Ul (.' tonVtrfI ir:r s,ttJmwnt Jyrttnr IØ IJ smElt Stmlt-d4y jimdJ O1IJy synrm, rbIS' SD1S Payùtg .Agent Opcnång
Proeedur. ~iJJ &>rpir., .4, tit"" ,ï-u, ...u ",",,",.;!)i. PI;_,t;"" "..¿ p-s4'11iut;tIfI /4Y"""" tbðfllJ '" /"1M rø rJ7r. ~ 111 ÚJt
~ /isrtd Í'II rh, RtvrgIJlIi'Ulriønl&tkmpTÚm su;ûurr úf tb..-r "ml1l&r,,", ~'.
30
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