2000-11-08 Packet - Laserfiche WebLink

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BOOK -ENTRY ONLY SYSTEM The Depository Trust Company (the "DTC "), New York, New York, will act as securities depository for the Obligations. Upon issuance of the Obligations, one fully registered Obligation will be registered in the name of Cede & Co., as nominee for DTC, for each maturity of the Obligations as set forth on the cover page hereof, each in the aggregate principal amount of such maturity. So long as Cede & Co. is the registered owner of the Obligations, references herein to the holders of the Obligations or regis- tered owners of the Obligations shall mean Cede & Co. and shall not mean the Beneficial Owners of the Obligations. DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a " clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of §17A of the Secu- rities Exchange Act of 1934, as amended. DTC was created to hold securities of its participants (the "DTC Participants ") and to facilitate the clearance and settlement of securities transactions among DTC Participants in such securities through electronic book -entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Par- ticipants include securities brokers and dealers, banks, trust companies, clearing corporations, and cer- tain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with DTC Participants, either directly or indirectly (the "Indirect Participants"). The Interest of each of the Beneficial Owners of the Obligations will be recorded through the records of a DTC Participant or Indirect Participant. Each DTC Participant will receive a credit balance on the records of DTC. Individual purchases will be made in the denomination of $5,000 or any whole multi- ple thereof. Beneficial owners of Obligations will receive a written confirmation of their purchases providing details of the Obligations acquired. Beneficial owners of Obligations will not receive certifi- cates representing their ownership interest in the Obligations, except as specifically provided below. Transfers of beneficial ownership interest in the Obligations will be accomplished by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Indirect Participants and the Beneficial Owners of Obligations. For every transfer and exchange of beneficial ownership of Ob- ligations, the beneficial owner may be charged a sum sufficient to cover any tax, fee or other govern- mental charge that may be imposed in relation thereto. The Issuer will make payments of principal and interest on the Obligations to DTC or its nominee, Cede & Co., as registered owner of the Obligations. Upon receipt of moneys, DTC's current practice is to immediately credit the accounts of the DTC Participants in accordance with their respective holdings shown on the records of DTC. Payments by DTC Participants and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices such as those which are now the case for municipal securities held in bearer form or registered in " street name" for the accounts of customers and will be the responsibility of such DTC Participants or Indirect Participants and not the responsibility of DTC or the Issuer, subject to any statutory and regulatory requirements as may be in effect from time to time. -14-