Tab 21 Blanket Issuer Letter of RepresentationsFILE No . S99 05/13 ' 05 14 :02 ID:DTCC
FA :212 855 3799
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CM OF Y AI.ISPP1.L MONTANA
[Marne of Wu t}
November 4,1996
Attention: Under writug Depar ent -�--% Ehgib 'ty
3ie7Op�raitrus ��
55 Water Street; 50th Floor
New York, NY 10041-0099
i,adies and Gentlemen:
This kuer..se.ts. forth.. our understanding with respect to all issues (!he "Securities") that Issuer
shall request be made eligible for deposit.by The Depository Tivst Company (""DTC").
To. induce DTC to aft the Secarities-as. eligible for deposit at DTC, and to ad M accordance
with DTC's Rules vAth re4Tect to to Swurites, Issuer represents to DTC that. ISsner will oorn ly
with the requirements seed in VTC's Opemtionsl Arrangements, as they may be amended from
time to time.
Now:
ScheduI A contains statet�ents that DTC belies
�rately descry �. th� of
tsferden �Semidm- �buted � �, and
+cex in raelmd mattm.
Very may y n,
CITY. Of KALISPELL, MONTANA
tlssuer)
aea
Clarence ICrepps, City Manager
(TypMftName & )
312 -1st Avenue East
(Ser�eet l
�Caif eu, montam 59901
;►� (Stow) (zip)
(406) 758-7700
(Phone Number)
FILE No . 899 06/13 ' 05 14 :02 I D : DTCC
FA :212 855 3799 PAGE 3/ 4
SCHED= A
SAMPLE 0 RING DOCUMENT` L N(OWAGE
T.. .........
DESCRIBING 1300K*ENII�y ISSU
(Prepared by Iai`C-a--bracketed ma terW may be applicable r�nlY to certain s� uu es )
1. The Depository 'i"xustoYnplriy"f3TC"},'IN York,, wl act as SecurlileS depository for the
securities (the "Secanties"j. The Securities wiU be issued as fully -registered securities registered in the
name of Cede & Co. (DTCs partnership nominee). One My -registered Security certificate will be
issued for [each issue ofl the Securities, [each] in the aggregate principal amount of such issue, and will
be deposited with DTC. [If, however, the ag�,�egate principal amount of [any) issue exceeds. $200
million, one cert cate . wiA be. issued wath respect to each S 40 maon of principal amount and an
additional certficate w0 be issued.with respect to an remaining rir�ci al arnount of such issue,
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2. DTC is a hmite d-p u e trust company any under the New York " g LaK a `'boding
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organization" within the meaning of the New York Ba king Law, a member of the Federal ]Reserve
System, a "curing corporation" v4th n the meaning of the New York Uniform Comrn.erciial Code, and a
'cleaxina agent' re � erect pursuant to the provisions of Section 17A of the Securities Act of
1934. DTC hol& secuyffies that its participants ("Pard is") sit with DTC. DTC also �ia
the settlement among FarticiP aants of se Ines traansact ons, such as tmn.sfers . and pledges, in deposited
securities through electronic computexiaed book -entry changes in Par ic"ahts' accounts, thereby
eliminating the need for physical movement of securldes certificates. Di ect . Participants include
secunties brokers anddealers, banks, trust companies, clearing corporations, and certain other
organizations, DTC is owned by� a number of its Direct Participants and by the New York Stock
Exchange, Inc... the American Stock. change, Inc..,. and the National As.sociad.on.of Secudhes Dealers,
Inc. Access to �he DTC system is also Table to others such as securities 'brokers aid dealers, bad,
and trust companies that clear through or m�� a custodial r _ adonsWp v+�it�i a Direct pant ipant,
either c�irectl or indaare"Infix Farici ants". Thetdes a Iieable to ITC and its Partin ants
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are on file with the Securities and Exchange Commisdon_
3# purchases of Securities under tl VTC system must be made by or through Direct l�tip mts,
. ................ .....
which wiB receive a credit for the Se�ux t s on �s records. The ownex�p interest of each actin
purchaser of each Security ('"BeneftcW 6%vaer � is tan turn .. to he .recorded on the Direct and Iandir�t
Participants' records. Beneficial Viers wiH not receive written conf=adon from DTC of their
purchase, but %nefleW Owners are eVecte to receive written confima6is des of to
faction, as weU as periodic statements of their holdings, from the Direct or Indirect participant
through wWch the Benefidal entered into the tr a a. hn.sfers of ownership interests in the
02.
Securities are to be accomplished by entries made on t boorat" P`a cipar ti`:a g eri behalf of
Beneficial Viers. Benefi t miners will not remtve certifieges reparesendng thheir ownership inteetsts
in Secu sties, except in the evert that use of the b of -entry "ern for tb►e Securities is disconhuecL
. TO faciltate subsequent tra;nsfers, all. Securities deposited by Pardeipants with DTC are registered
in the.. name of DTP's artnersl i nominee, Ce& &Co.T4,eposit of Seeuurities with DTC and. their
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registration in the name of Cede. & Co. effect na .. =ge in beneficial ownership. DTC has -no
knowledge of the dalene Viers of theecuuities;'' ecv the identity f
r reflect ntity o
&e. Direct Participants to whose accounts s h e u t eS a rc cr te4 wbich may or may not be the
BeneficW Hers.T1w Participants wM remain responsible for keeping acet t of their holdings on
behalf of their customers.
FILE No.399 06/13 105 14:03 ID:DTCC FA :212 855 3799 FACE 4/ 4
0. Conveyance of notices and other communications by ETC to direct Participants, kv Direct
Pardcipants to Indirect .ParWpauts, and by Direct parficip=ts and In `rentParticipants to Beneficial
Owners will be governed by arrangements among them, subject to any statutorw,r or regulatory
requirements as may be in effect from tme to Vie.. ..�
(6. &dernption notices shall be sent to Cede&,Co. If less than aU of the Securities rithin an issue are
bung redeerrxed, I�T'C's practice is to deterrnin a by lot itheo.amount f the interestf eae3ireet
Participant In such issue to be radeemed.]
7. Neither ITC nor Cede & C.o. will consent or vote with respect to Securities_ Under k5 usual
procedures, ITC mails are Omnibus. PrcxY to the Issuer as soon as possible after the record date. The
Omnibus Pry assigns Cede fir. CO.'s consenting or ,voting rights to those Direct Partidpants to whose
accounts the Securities are credited on the .reprrd ..date (identified. in a g attached to the Om=ubus
Prox��.
S. Principal and interest payments on the. Securities w9l be made to ITC.. DTC's practice is to credit
Direct Participants" accounts tin payable date in accor4m with their respective hol&was shorn on
I]TC's records unless ITC has . reason to believe that it uri]Z not receive payment on payable date.
Payments by Participants to Beneim'al Viers wild be governed'standing instnwdons and cust.ommy
•
oustorr�ers b _ r o r ra securities I ants f in care form ore e d e is held for the re m
ces, as � the case with ecuxi acco
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"street n=e," anti wiU be the responsibihty of such Participant an d..,not of A&nt. or the
-Issuer, subject to any statutory or regulato , requirements as may be in effect from time to time.
Payment of p interest to,. DTC is the responsibility of the Issuer or the Agent, disbursement
of such payments to. Direct. Participants shaU be the. responsib" •ty of T)TC, and disb=ement of such
payments to the Beneficial biers shaU. be the responsibility of Direct and In&l eet Part dpants.
(9. A Beneficial Owners give notice to elect to .have. s Securitias purchased or tendered, thmugh
its Participant, to the [Tender/Rex.iiar)pe.#n&J Agent, and shall effect delis of such securities by causing
the Direct Partici t to transfer the vatic ant's interest in the Se�ties, on DTC`s reaor&, to the
� p
[Tender/Remarketing] Agent. The requirement for pbysical de].iwry of Securities in connection nth a
demand for purchase or a numdatoiy purchase will be deerned satisfied when the.ownership rights m
the Securities ate. tr=fwad. by1]lreL:t Participants on DTC's' rewrds.]
10. DTC may discontinue pwvi&ng its services as securities depository with respect to the Securities
at any time by gWng reasonable.. n of a to .the Issuer or the .agent. Under such On the
event that a successor securities depository is not obtained, Security certificates are required to be
printed and delivered..
ll. The Issuer may decide to discontinue use of t "em of book-entzy hzmifers d=ugh DTC (or
a successor sek that event, Secwity cent sates will be printed and dehvered-
12. The information in dvs sec on conce �N DTC and DTC&s boob -entry "ern has been obtained
from sources that the Issuer believes to be reliable" but the Issuer takes no responsibility for the
accuracy thereof